Common use of Protective Advances Clause in Contracts

Protective Advances. (a) Subject to the limitations set forth below, the Applicable Administrative Agent is authorized by the Borrowers and the Lenders, from time to time in the Applicable Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make (i) in the case of the Administrative Agent, Loans to the U.S. Borrower in Dollars on behalf of the U.S. Revolving Lenders (each such Loan, a “U.S. Protective Advance”) or (ii) in the case of the Multicurrency Administrative Agent, Loans to either of the Borrowers in Canadian Dollars or Dollars on behalf of the Multicurrency Revolving Lenders (each such Loan, a “Multicurrency Protective Advance”) which the Applicable Administrative 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 the applicable Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents; provided that (1) the aggregate amount of outstanding U.S. Protective Advances shall not, at any time, exceed $50,000,000; provided further that the aggregate amount of outstanding U.S. Protective Advances plus the U.S. Revolving Exposure shall not exceed the aggregate U.S. Commitments; and (2) the aggregate Dollar Amount of outstanding Multicurrency Protective Advances shall not, at any time, exceed $5,000,000; provided further that the aggregate amount of outstanding Multicurrency Protective Advances plus the Multicurrency Revolving Exposure shall not exceed the aggregate Multicurrency Commitments. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the Administrative Agent in and to the applicable Collateral and shall constitute Obligations hereunder. All Protective Advances shall be ABR Borrowings (in the case of Dollar denominated amounts) or Canadian Prime Rate Borrowings (in the case of Canadian Dollar denominated amounts). The Applicable Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Applicable Administrative Agent’s receipt thereof. At any time that the making of such U.S. Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the U.S. Revolving Lenders to make a U.S. Revolving Loan in Dollars to repay a U.S. Protective Advance. At any other time the Administrative Agent may require the U.S. Revolving Lenders to fund in Dollars their risk participations described in Section 2.04(b). At any time the making of such Multicurrency Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Multicurrency Administrative Agent may request the Multicurrency Revolving Lenders to make a Multicurrency Revolving Loan in the currency in which any Multicurrency Protective Advance is denominated to repay such Multicurrency Protective Advance. At any other time the Multicurrency Administrative Agent may require the Multicurrency Revolving Lenders to fund their risk participations described in Section 2.04(b) in any Multicurrency Protective Advance in the currency in which such Multicurrency Protective Advance is denominated.

Protective Advances. (a) Subject to the limitations set forth belowbelow (and notwithstanding anything to the contrary in Section 4.02), the Applicable Administrative Agent is authorized by the Borrowers and the ABL Revolving Lenders, from time to time in the Applicable Administrative Agent’s sole discretion in the exercise of its commercially reasonable judgment (but shall have absolutely no obligationobligation to), to make (i) in the case of the Administrative Agent, ABL Revolving Loans to the U.S. Borrower in Dollars Borrowers, on behalf of the U.S. all ABL Revolving Lenders (each such Loanat any time that any condition precedent set forth in Section 4.02 has not been satisfied or waived, a “U.S. Protective Advance”) or (ii) in the case of the Multicurrency Administrative Agent, Loans to either of the Borrowers in Canadian Dollars or Dollars on behalf of the Multicurrency Revolving Lenders (each such Loan, a “Multicurrency Protective Advance”) which the Applicable Administrative 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 ABL Revolving Loans and other Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the applicable Borrower Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums sums, in each case to the extent due and payable (and not in dispute by the Borrower Agent (acting in good faith)) under the Loan DocumentsDocuments (each such ABL Revolving Loan, a “Protective Advance”). Any Protective Advance may be made in a principal amount that would cause the aggregate ABL Revolving Exposure to exceed the ABL Borrowing Base; provided that no Protective Advance may be made to the extent that, after giving effect to such Protective Advance (1) together with the outstanding principal amount of any outstanding Protective Advances), the aggregate principal amount of Protective Advances outstanding hereunder would exceed 5.0% of the ABL Borrowing Base as determined on the date of such proposed Protective Advance; and provided, further, that the aggregate amount of Credit Extensions (including the aggregate amount of outstanding U.S. Protective Advances shall not, at any time, exceed $50,000,000; provided further that the aggregate amount of outstanding U.S. Protective Advances plus the U.S. Revolving Exposure Advances) shall not exceed the aggregate U.S. Commitments; and (2) the aggregate Dollar Amount of outstanding Multicurrency Protective Advances shall not, at any time, exceed $5,000,000; provided further that the aggregate amount of outstanding Multicurrency Protective Advances plus the Multicurrency Revolving Exposure shall not exceed the aggregate Multicurrency Aggregate Commitments. No Protective Advances Advance may be made even if remain outstanding for more than 45 days without the conditions precedent set forth in Section 4.02 have not been satisfiedconsent of the Required Lenders unless a Liquidation is taking place. The Each Protective Advances Advance shall be secured by the Liens in favor of the Administrative Agent in and to the applicable Collateral and shall constitute Obligations hereunder. All Protective Advances shall be ABR Borrowings (in the case of Dollar denominated amounts) or Canadian Prime Rate Borrowings (in the case of Canadian Dollar denominated amounts). The Applicable Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Applicable Administrative Agent’s receipt thereof. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasion. At any time that the making of such U.S. Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfiedsatisfied or waived, the Administrative Agent may request the U.S. ABL Revolving Lenders to make a U.S. an ABL Revolving Loan in Dollars to repay a U.S. Protective Advance. At any other time time, the Administrative Agent may require the U.S. Revolving Lenders to fund in Dollars their risk participations described in Section 2.04(b). At any time the making of such Multicurrency Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Multicurrency Administrative Agent may request the Multicurrency Revolving Lenders to make a Multicurrency Revolving Loan in the currency in which any Multicurrency Protective Advance is denominated to repay such Multicurrency Protective Advance. At any other time the Multicurrency Administrative Agent may require the Multicurrency ABL Revolving Lenders to fund their risk participations described in Section 2.04(b) in any Multicurrency Protective Advance in the currency in which such Multicurrency Protective Advance is denominated).

Protective Advances. (a) Subject to the limitations set forth below, the Applicable The Administrative Agent is authorized by shall be authorized, in its discretion, following notice to and consultation with the Borrowers and the LendersLead Borrower, from time to time in the Applicable Administrative Agent’s sole discretion (but shall have absolutely no obligation)at any time, to make (i) in the case of the Administrative Agent, U.S. Base Rate Loans to the U.S. Borrower in Dollars on behalf of the U.S. Revolving Lenders Borrowers (each such Loanloan, a “U.S. Protective Advance”) and Canadian Prime Loans (through its Canada branch or (iiCanadian lending office) in to the case of the Multicurrency Administrative Agent, Loans to either of the Borrowers in Canadian Dollars or Dollars on behalf of the Multicurrency Revolving Lenders Borrower (each such Loan, a “Multicurrency Canadian Protective Advance” and together with the U.S. Protective Advances, “Protective Advances”) which the Applicable Administrative Agent, in its Permitted Discretion, deems necessary or desirable (a) (i) in an aggregate amount, together with the aggregate amount of all Overadvance Loans, not to preserve or protect exceed 10% of the Collateral, or any portion thereofBorrowing Base, (ii) in an aggregate amount, together with the aggregate amount of Overadvance Loans under the U.S. Subfacility, not to exceed 10% of the U.S. Borrowing Base and (iii) in an aggregate amount, together with the aggregate amount of Overadvance Loans under the Canadian Subfacility, not to exceed 10% of the Canadian Borrowing Base, if the Administrative Agent deems such Protective Advances necessary or desirable to preserve and protect the Applicable Collateral, or to enhance the likelihood of, collectability or maximize the amount of, repayment of the Loans and other Obligations, Obligations under such Subfacility; or (iiib) to pay any other amount amounts chargeable to or required to be paid by the applicable Borrower pursuant to the terms of this AgreementCredit Parties under any Credit Documents, including payments of reimbursable expenses (including costs, fees, fees and expenses as described in Section 9.03) and other sums payable under the Loan Documentsexpenses; provided that that, (1i) the aggregate amount of outstanding U.S. Protective Advances plus the outstanding amount of Revolving Loans and LC Obligations shall notnot exceed the aggregate Revolving Commitments, at any time, exceed $50,000,000; provided further that (ii) the aggregate amount of outstanding U.S. Protective Advances plus the outstanding amount of U.S. Revolving Exposure Loans and U.S. LC Obligations shall not exceed the aggregate U.S. Commitments; Revolving Commitments and (2iii) the aggregate Dollar Amount of outstanding Multicurrency Protective Advances shall not, at any time, exceed $5,000,000; provided further that the aggregate amount of outstanding Multicurrency Canadian Protective Advances plus the Multicurrency outstanding amount of Canadian Revolving Exposure Loans and Canadian LC Obligations shall not exceed the aggregate Multicurrency Canadian Revolving Commitments. Each applicable Lender shall participate in each Protective Advance in accordance with its Pro Rata Percentage. Required Lenders may at any time revoke the Administrative Agent’s authority to make further Protective Advances may under clause (a) by written notice to the Administrative Agent. Absent such revocation, the Administrative Agent’s determination that funding of a Protective Advance is appropriate shall be made even if the conditions precedent set forth in Section 4.02 have not been satisfiedconclusive. The Administrative Agent may use the proceeds of such Protective Advances shall be secured by to (a) protect, insure, maintain or realize upon any Applicable Collateral; or (b) defend or maintain the validity or priority of the Collateral Agent’s Liens in favor on any Applicable 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 in and shall use reasonable efforts to notify the applicable Collateral Lead Borrower after paying any such amount or taking any such action and shall constitute Obligations hereunder. All Protective Advances shall be ABR Borrowings (in the case not make payment of Dollar denominated amounts) or Canadian Prime Rate Borrowings (in the case of Canadian Dollar denominated amounts). The Applicable Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Applicable Administrative Agent’s receipt thereof. At any time item that the making of such U.S. Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the U.S. Revolving Lenders to make a U.S. Revolving Loan in Dollars to repay a U.S. Protective Advance. At any other time the Administrative Agent may require the U.S. Revolving Lenders to fund in Dollars their risk participations described in Section 2.04(b). At any time the making of such Multicurrency Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Multicurrency Administrative Agent may request the Multicurrency Revolving Lenders to make a Multicurrency Revolving Loan in the currency in which any Multicurrency Protective Advance is denominated to repay such Multicurrency Protective Advance. At any other time the Multicurrency Administrative Agent may require the Multicurrency Revolving Lenders to fund their risk participations described in Section 2.04(b) in any Multicurrency Protective Advance in the currency in which such Multicurrency Protective Advance is denominatedbeing Properly Contested.

Protective Advances. Any provision of this Agreement to the contrary notwithstanding, (ai) Subject subject to the limitations set forth below, the Applicable Administrative Agent is and the Collateral Agent are authorized by the Borrowers Borrower and the Lenders, from time to time in the Applicable Administrative Agent’s each of their sole discretion (but shall have absolutely no obligationobligation to), to make (i) in the case of the Administrative Agent, Loans Advances to the U.S. Borrower in Dollars Borrower, on behalf of the U.S. Revolving Lenders (each such Loanall Lenders, a “U.S. Protective Advance”) or (ii) in the case of the Multicurrency Administrative Agent, Loans to either of the Borrowers in Canadian Dollars or Dollars on behalf of the Multicurrency Revolving Lenders (each such Loan, a “Multicurrency Protective Advance”) which the Applicable Administrative Agent or the Collateral Agent, in its Permitted Discretionsuch Person’s reasonable discretion, deems necessary or desirable (iA) after the occurrence and during the continuance of an Event of Default or (B) at any time that any of the other applicable conditions precedent set forth in Section 3.02 are not satisfied (x) 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 Advances and other Obligations, Obligations under the Loan Documents or (iiiz) to pay any other amount chargeable to or required to be paid by the applicable Borrower pursuant to the terms of this Agreement, including payments of principal, interest, Letter of Credit Advances, fees, reimbursable expenses (including costs, fees, fees and expenses as described in Section 9.039.04) and other sums payable under the Loan DocumentsDocuments (any of such Advance are herein referred to as “Protective Advances”); provided that (1) no Protective Advance shall cause the sum of the aggregate principal amount of all Swing Line Advances and Revolving Credit Advances then outstanding U.S. Protective Advances shall not(together with the aggregate Available Amount of all Letters of Credit outstanding at such time) to exceed the Aggregate Commitments; provided, at any timefurther, exceed $50,000,000; provided further that the aggregate amount of outstanding U.S. Protective Advances plus the U.S. Revolving Exposure outstanding at any time, which were made pursuant to clauses (x) and (y) above, shall not at any time exceed the aggregate U.S. Commitments; lesser of (1) $25,000,000 and (2) 10% of the aggregate Dollar Amount of outstanding Multicurrency Protective Advances shall not, at any time, exceed $5,000,000; provided further that the aggregate amount of outstanding Multicurrency Protective Advances plus the Multicurrency Revolving Exposure shall not exceed the aggregate Multicurrency CommitmentsBorrowing Base. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Protective Advances shall be secured by the Liens Xxxxx in favor of the Administrative Agent in and to the applicable Collateral and shall constitute Obligations hereunder. All Protective Advances shall be ABR Borrowings (in the case of Dollar denominated amounts) or Canadian Prime Base Rate Borrowings (in the case of Canadian Dollar denominated amounts)Advances. The Applicable Administrative Agent’s and the Collateral Agent’s authorization to make Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Applicable Administrative Agent’s receipt thereof. At any time that the making of such U.S. Revolving Loan would not violate the Revolving Exposure Limitations there is sufficient Excess Availability and the conditions precedent set forth in Section 4.02 3.02 have been satisfied, the Administrative Agent or the Collateral Agent may request the U.S. Revolving Credit Lenders to make a U.S. Revolving Loan in Dollars Credit Advances to repay a U.S. Protective Advance. At any other time time, the Administrative Agent or the Collateral Agent may require the U.S. Revolving Lenders to fund in Dollars their risk participations described in Section 2.04(b). At any time the making of such Multicurrency Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Multicurrency Administrative Agent may request the Multicurrency Revolving Lenders to make a Multicurrency Revolving Loan in the currency in which any Multicurrency Protective Advance is denominated to repay such Multicurrency Protective Advance. At any other time the Multicurrency Administrative Agent may require the Multicurrency Revolving Lenders to fund their risk participations as described in Section 2.04(b) in clause (ii). The making by any Multicurrency Agent of a Protective Advance in shall not modify or abrogate any of the currency in which provisions of Section 2.03 regarding the Lenders’ obligations to purchase participations with respect to Letter of Credits or of Section 2.01(b) regarding the Lenders’ obligations to purchase participations with respect to Swing Line Loans. No Agent shall have any liability for, and no Loan Party or Secured Party shall have the right to, or shall, bring any claim of any kind whatsoever against any Agent with respect to Unintentional Overadvances regardless of the amount of any such Multicurrency Protective Advance is denominatedOveradvance(s).

Protective Advances. (a) Subject to the limitations set forth belowbelow (and notwithstanding anything to the contrary in Section 4.02), the Applicable Administrative Agent is authorized by the Borrowers each Borrower and the Lenders, each Lender from time to time in the Applicable Administrative Agent’s its sole discretion (but shall have absolutely no obligationwithout any obligation to do so) to make Initial US Revolving Loans (any such Initial US Revolving Loan made pursuant to this Section 2.06(a), a “US Protective Advance”) and Initial Canadian Revolving Loans (any such Initial Canadian Revolving Loan made pursuant to make (ithis Section 2.06(a), a “Canadian Protective Advance” and, together with any US Protective Advance together, the “Protective Advances”) in the case of the Administrative Agent, Loans to the U.S. any applicable Borrower in Dollars on behalf of the U.S. Revolving Lenders (each such Loan, a “U.S. Protective Advance”) or (ii) in the case of the Multicurrency Administrative Agentrelevant Class at any time that any condition precedent set forth in Section 4.02 has not been satisfied or waived, Loans to either of the Borrowers in Canadian Dollars or Dollars on behalf of the Multicurrency Revolving Lenders (each such Loan, a “Multicurrency Protective Advance”) which the Applicable Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral, relevant Collateral or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the relevant Revolving Loans and other Obligations, relevant Secured Obligations or (iii) to pay any other amount chargeable to or required to be paid by the applicable relevant Borrower or any other Loan Party pursuant to the terms of this AgreementAgreement or any other Loan Document, including payments any payment of any reimbursable expenses expense (including costs, fees, and expenses as any expense described in Section 9.03) and any other sums amount that, in each case is then due and payable under any Loan Document and not the subject of a good faith dispute by the relevant Loan Documents; provided that Party. All Protective Advances denominated in Dollars shall be ABR Borrowings or Canadian Base Rate Borrowings, as applicable, and all Protective Advances denominated in Canadian Dollars shall be Canadian Prime Rate Borrowings. No Protective Advance may be made if, after giving effect thereto, (1i) the aggregate amount of outstanding U.S. Protective Advances shall notand Overadvances would exceed 10% of the Borrowing Base, at any time, exceed $50,000,000; provided further that (ii) the aggregate amount of outstanding U.S. Protective Advances plus the U.S. Total Revolving Credit Exposure shall not would exceed the aggregate U.S. Commitments; and Aggregate Commitment, (2iii) the aggregate Dollar Amount of outstanding Multicurrency Protective Advances shall not, at any time, exceed $5,000,000; provided further that the aggregate amount of outstanding Multicurrency Protective Advances plus the Multicurrency Revolving Exposure shall not exceed the aggregate Multicurrency Commitments. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the Administrative Agent in and to the applicable Collateral and shall constitute Obligations hereunder. All Protective Advances shall be ABR Borrowings (in the case of Dollar denominated amountsa US Protective Advance, any Lender’s Initial US Revolving Credit Exposure would exceed such Lender’s Initial US Commitment or (iv) or Canadian Prime Rate Borrowings (in the case of a Canadian Dollar denominated amounts). The Applicable Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Applicable Administrative Agent’s receipt thereof. At any time that the making of such U.S. Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the U.S. Revolving Lenders to make a U.S. Revolving Loan in Dollars to repay a U.S. Protective Advance. At , any other time the Administrative Agent may require the U.S. Lender’s Initial Canadian Revolving Lenders to fund in Dollars their risk participations described in Section 2.04(b). At any time the making of Credit Exposure would exceed such Multicurrency Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Multicurrency Administrative Agent may request the Multicurrency Revolving Lenders to make a Multicurrency Revolving Loan in the currency in which any Multicurrency Protective Advance is denominated to repay such Multicurrency Protective Advance. At any other time the Multicurrency Administrative Agent may require the Multicurrency Revolving Lenders to fund their risk participations described in Section 2.04(b) in any Multicurrency Protective Advance in the currency in which such Multicurrency Protective Advance is denominatedLender’s Initial Canadian Commitment.

Protective Advances. (a) Subject to the limitations set forth belowbelow (and notwithstanding anything to the contrary in Section 4.02), the Applicable Administrative Agent is authorized by the Borrowers Borrower and the Lenders, from time to time in the Applicable Administrative Agent’s sole discretion (but shall have absolutely no obligationobligation to), to make (i) in the case of the Administrative Agent, Loans to the U.S. Borrower in Dollars Borrower, on behalf of the U.S. Revolving all Tranche A Lenders (each such Loanat any time that any condition precedent set forth in Section 4.02 has not been satisfied or waived, a “U.S. Protective Advance”) or (ii) in the case of the Multicurrency Administrative Agent, Loans to either of the Borrowers in Canadian Dollars or Dollars on behalf of the Multicurrency Revolving Lenders (each such Loan, a “Multicurrency Protective Advance”) which the Applicable Administrative 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 the applicable Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan DocumentsDocuments (each such Loan, a “Protective Advance”). Any Protective Advance may be made in a principal amount that would cause the aggregate Revolving Exposure to exceed the Tranche A-1 Borrowing Base (or, if the Tranche A-1 Commitments have been terminated, the Tranche A Borrowing Base at such time); provided that no Protective Advance may be made to the extent that, after giving effect to such Protective Advance (1together 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 Tranche A-1 Borrowing Base (or, if the Tranche A-1 Commitments have been terminated, the Tranche A Borrowing Base at such time) as determined on the date of such proposed Protective Advance; and provided further that, (i) the aggregate amount of outstanding U.S. Protective Advances plus the total Revolving Exposures shall not, at any time, not exceed $50,000,000; provided further that the Aggregate Commitments and (ii) the aggregate amount of Tranche A Credit Extensions plus the aggregate amount of outstanding U.S. Protective Advances plus the U.S. Revolving Exposure shall not exceed the aggregate U.S. Aggregate Tranche A Commitments; and . No Protective Advance may remain outstanding for more than forty-five (245) days without the aggregate Dollar Amount consent of outstanding Multicurrency Protective Advances shall not, at any time, exceed $5,000,000; provided further that the aggregate amount of outstanding Multicurrency Protective Advances plus the Multicurrency Revolving Exposure shall not exceed the aggregate Multicurrency CommitmentsRequired Lenders. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfiedsatisfied or waived. The Each Protective Advances Advance shall be secured by the Liens in favor of the Administrative Collateral Agent in and to the applicable Collateral and shall constitute Obligations hereunder. All Protective Advances shall be ABR Borrowings (in the case of Dollar denominated amounts) or Canadian Prime Rate Borrowings (in the case of Canadian Dollar denominated amounts). The Applicable Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Applicable Administrative Agent’s receipt thereof. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasion. At any time that the making of such U.S. Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfiedsatisfied or waived, the Administrative Agent may request the U.S. Revolving Lenders to make a U.S. Revolving Loan in Dollars to repay a U.S. Protective Advance. At any other time time, the Administrative Agent may require the U.S. Revolving Lenders to fund in Dollars their risk participations described in Section 2.04(b). At any time the making of such Multicurrency Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Multicurrency Administrative Agent may request the Multicurrency Revolving Lenders to make a Multicurrency Revolving Loan in the currency in which any Multicurrency Protective Advance is denominated to repay such Multicurrency Protective Advance. At any other time the Multicurrency Administrative Agent may require the Multicurrency Revolving Tranche A Lenders to fund their risk participations described in Section 2.04(b) in any Multicurrency Protective Advance in the currency in which such Multicurrency Protective Advance is denominated).

Protective Advances. (a) Subject to the limitations set forth below, the Applicable Administrative Agent is authorized by the Borrowers and the Lenders, from time to time in the Applicable Administrative Agent’s sole discretion (but shall have absolutely no obligationobligation to), to make (ior authorize the Disbursement Agent to make) in the case of the Administrative Agent, Loans to the U.S. Co-Borrowers, jointly and severally, in dollars, to the Company in dollars or Canadian Dollars and to the U.K. Borrower in Dollars dollars, Euros or Sterling, on behalf of the U.S. Revolving Lenders (each such Loanall Lenders, a “U.S. Protective Advance”) or (ii) in the case of the Multicurrency Administrative Agent, Loans to which either of the Borrowers in Canadian Dollars or Dollars on behalf of the Multicurrency Revolving Lenders (each such Loan, a “Multicurrency Protective Advance”) which the Applicable Administrative Collateral 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 the applicable Borrower Borrowers or any of them pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan DocumentsDocuments (any of such Loans are herein referred to as “Protective Advances”); provided that that, the aggregate amount of Protective Advances outstanding at any time, together with the aggregate amount of Overadvances outstanding at such time, shall not exceed $12,500,000 (1) or the Dollar Equivalent thereof); provided further that, the aggregate amount of outstanding U.S. Protective Advances shall not, at any time, exceed $50,000,000; provided further that the aggregate amount of outstanding U.S. Protective Advances plus the U.S. aggregate Revolving Exposure shall not exceed the aggregate U.S. Commitments; and (2) the aggregate Dollar Amount of outstanding Multicurrency Protective Advances shall not, at any time, exceed $5,000,000; provided further that the aggregate amount Protective Advance shall be made only if a Specified Default or Event of outstanding Multicurrency Protective Advances plus the Multicurrency Revolving Exposure shall not exceed the aggregate Multicurrency CommitmentsDefault has occurred and is continuing. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the Administrative Collateral Agent and the UK Security Trustee in and to the applicable Collateral and shall constitute Obligations hereunder. All Protective Advances denominated in dollars (other than Protective Advances to the UK Borrower) shall be ABR Borrowings (Borrowings, all Protective Advances denominated in the case of Dollar denominated amounts) or Canadian Dollars shall be Canadian Prime Rate Borrowings (and all Protective Advances denominated in Euros or Sterling and all Protective Advances to the case of Canadian Dollar UK Borrower denominated amounts)in dollars shall be Overnight LIBO Borrowings. The Applicable Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Applicable Administrative Agent’s receipt thereof. At any time that the making of such U.S. Revolving Loan would not violate the Revolving Exposure Limitations there is sufficient Aggregate Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may (and, on at least a weekly basis when any Protective Advance is outstanding, shall) request the U.S. Revolving Lenders to make a U.S. Revolving Loan Loan, in Dollars the currency in which the applicable Protective Advance was denominated, to repay a U.S. Protective Advance. At any other time the Administrative Agent may (and, on at least a weekly basis when any Protective Advance is outstanding, shall) require the U.S. Revolving Lenders to fund fund, in Dollars the currency in which the applicable Protective Advance was denominated, their risk participations described in Section 2.04(b). At any time the making of such Multicurrency Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Multicurrency Administrative Agent may request the Multicurrency Revolving Lenders to make a Multicurrency Revolving Loan in the currency in which any Multicurrency Protective Advance is denominated to repay such Multicurrency Protective Advance. At any other time the Multicurrency Administrative Agent may require the Multicurrency Revolving Lenders to fund their risk participations described in Section 2.04(b) in any Multicurrency Protective Advance in the currency in which such Multicurrency Protective Advance is denominated.

Protective Advances. (a) Subject to the limitations set forth below, the Applicable Administrative Agent is authorized by the Borrowers and the Lenders, from time to time in the Applicable Administrative Agent’s sole discretion (but shall have absolutely no obligationobligation to), to make (or authorize the Administrative Agent to make) (i) in the case of the Administrative Agent, Loans to the U.S. any US Borrower in Dollars on behalf of the U.S. Revolving Facility A Lenders (each such Loan, a “U.S. Facility A Protective Advance”) or and (ii) in the case of the Multicurrency Administrative Agent, Loans to either of the Borrowers in any Canadian Dollars or Dollars Borrower on behalf of the Multicurrency Revolving Facility B Lenders (each such Loan, a “Multicurrency Facility B Protective Advance”) ), which the Applicable Administrative 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, Obligations or (iii) to pay any other amount chargeable to or required to be paid by any of the applicable Borrower Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan DocumentsDocuments (any of such Loans are herein referred to as “Protective Advances”); provided that (1) the aggregate amount of no Protective Advance may remain outstanding U.S. Protective Advances shall not, at any time, exceed $50,000,000for more than 30 days; provided further that the aggregate amount of outstanding U.S. (A) Protective Advances plus the U.S. Revolving Exposure outstanding at any time shall not (x) exceed $50,000,000 or (y) when added to the aggregate U.S. Commitments; and (2) the aggregate Dollar Amount of outstanding Multicurrency Protective Advances shall not, at any timetotal Revolving Exposure, exceed $5,000,000; provided further that the aggregate amount of outstanding Multicurrency the Revolving Commitments, (B) Facility A Protective Advances plus outstanding at any time shall not, when added to the Multicurrency total Facility A Revolving Exposure shall not Exposure, exceed the aggregate Multicurrency Commitmentsamount of the Facility A Commitments and (C) Facility B Protective Advances outstanding at any time shall not, when added to the total Facility B Revolving Exposure, exceed the aggregate amount of the Facility B Commitments (provided that, for purposes of clauses (A) through (C) above, at any time when any Lender is a Defaulting Lender, such Defaulting Lender’s Commitment shall be disregarded). Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the Administrative Agent (for the benefit of the Agents, the Lenders and the Issuing Banks) in and to the applicable Collateral and shall constitute Obligations hereunder. All Protective Advances made to the Borrowers shall be ABR Borrowings (in the case of Dollar denominated amounts) or Canadian Prime Rate Borrowings (in the case of Canadian Dollar denominated amounts)Borrowings. The Applicable Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Required Lenders or the Required Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Applicable Administrative Agent’s receipt thereof. At any time that the making of such U.S. Revolving Loan would not violate the Revolving Exposure Limitations there is sufficient Aggregate Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the U.S. Revolving Lenders to make a U.S. Revolving Loan in Dollars to repay a U.S. Protective Advance. At any other time the Administrative Agent may require the U.S. Revolving Lenders to fund in Dollars their risk participations described in Section 2.04(b). At any time the making of such Multicurrency Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Multicurrency Administrative Agent may request the Multicurrency Revolving Lenders to make a Multicurrency Revolving Loan in the currency in which any Multicurrency Protective Advance is denominated to repay such Multicurrency Protective Advance. At any other time the Multicurrency Administrative Agent may require the Multicurrency Revolving Lenders to fund their risk participations described in Section 2.04(b) in ). It is agreed that the Administrative Agent shall endeavor, but without any Multicurrency obligation, to notify the Borrower Representative promptly after the making of any Protective Advance in the currency in which such Multicurrency Protective Advance is denominatedAdvance.

Protective Advances. (a) Subject to the limitations set forth below, the Applicable Administrative Agent is authorized by the Borrowers and the Lenders, from time to time after the occurrence and during the continuance of an Event of Default or during a Full Cash Dominion Period, in the Applicable Administrative Agent’s sole discretion (but shall have absolutely no obligationobligation to), to make (i) in the case of the Administrative Agent, Loans to the U.S. Borrower Borrowers in Dollars dollars on behalf of the U.S. Revolving Lenders (each such LoanLenders, a “U.S. Protective Advance”) or (ii) in the case of the Multicurrency Administrative Agent, Loans to either of the Borrowers in Canadian Dollars or Dollars on behalf of the Multicurrency Revolving Lenders (each such Loan, a “Multicurrency Protective Advance”) which the Applicable Administrative 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, Obligations or (iii) to pay any other amount chargeable to or required to be paid by any of the applicable Borrower Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan DocumentsDocuments (any such Loans are herein referred to as “Protective Advances”); provided that no Protective Advance may remain outstanding for more than thirty (130) the aggregate amount of outstanding U.S. Protective Advances shall not, at any time, exceed $50,000,000days; provided further that the aggregate amount of outstanding U.S. Protective Advances plus the U.S. Revolving Exposure outstanding at any time shall not (x) exceed five percent (5%) of the Borrowing Base or (y) when added to the Aggregate Revolving Exposure, exceed the aggregate U.S. Commitments; and amount of the Aggregate Commitments (2provided that, for purposes of clauses (y) the aggregate Dollar Amount of outstanding Multicurrency Protective Advances shall notabove, at any timetime when any Lender is a Defaulting Lender, exceed $5,000,000; provided further that the aggregate amount of outstanding Multicurrency Protective Advances plus the Multicurrency Revolving Exposure such Defaulting Lender’s Commitment shall not exceed the aggregate Multicurrency Commitmentsbe disregarded). Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the Administrative Collateral Agent (for the benefit of the Secured Parties) in and to the applicable Collateral and shall constitute Obligations hereunder. All Protective Advances shall be denominated in dollars and shall be ABR Borrowings (in the case of Dollar denominated amounts) or Canadian Prime Rate Borrowings (in the case of Canadian Dollar denominated amounts)Borrowings. The Applicable Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon three (3) Business Days after the Applicable Administrative Agent’s receipt thereof. At any time that the making of such U.S. Revolving Loan would not violate the Revolving Exposure Limitations there is sufficient Excess Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the U.S. Revolving Lenders to make a U.S. Revolving Loan in Dollars to repay a U.S. Protective Advance. At any other time the Administrative Agent may require the U.S. Revolving Lenders to fund in Dollars their risk participations described in Section 2.04(b). At any time the making of such Multicurrency Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Multicurrency Administrative Agent may request the Multicurrency Revolving Lenders to make a Multicurrency Revolving Loan in the currency in which any Multicurrency Protective Advance is denominated to repay such Multicurrency Protective Advance. At any other time the Multicurrency Administrative Agent may require the Multicurrency Revolving Lenders to fund their risk participations described in Section 2.04(b) in ). It is agreed that the Administrative Agent shall endeavor, but without any Multicurrency obligation, to notify the Borrower Representative promptly after the making of any Protective Advance in the currency in which such Multicurrency Protective Advance is denominatedAdvance.

Protective Advances. (a) Subject to the limitations set forth below, the Applicable Administrative Agent is authorized by the Borrowers and the Lenders, from time to time in the Applicable Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make (i) in the case of the Administrative Agent, Loans to the U.S. Borrower in Dollars on behalf of the U.S. Revolving Lenders (each such Loan, a “U.S. Protective Advance”) or (ii) in the case of the Multicurrency Administrative Agent, Loans to either of the Borrowers in Canadian Dollars or Dollars on behalf of the Multicurrency Revolving Lenders (each such Loan, a “Multicurrency Protective Advance”) which the Applicable Administrative 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 the applicable Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents; provided that (1) the aggregate amount of outstanding U.S. Protective Advances shall not, at any time, exceed $50,000,000; provided further provided, further, that the aggregate amount of outstanding U.S. Protective Advances plus the U.S. Revolving Exposure shall not exceed the aggregate U.S. Commitments; and (2) the aggregate Dollar Amount of outstanding Multicurrency Protective Advances shall not, at any time, exceed $5,000,000; provided further provided, further, that the aggregate amount of outstanding Multicurrency Protective Advances plus the Multicurrency Revolving Exposure shall not exceed the aggregate Multicurrency Commitments. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the Administrative Agent in and to the applicable Collateral and shall constitute Obligations hereunder. All Protective Advances shall be ABR Borrowings (in the case of Dollar denominated amounts) or Canadian Prime Rate Borrowings (in the case of Canadian Dollar denominated amounts). The Applicable Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Applicable Administrative Agent’s receipt thereof. At any time that the making of such U.S. Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the U.S. Revolving Lenders to make a U.S. Revolving Loan in Dollars to repay a U.S. Protective Advance. At any other time the Administrative Agent may require the U.S. Revolving Lenders to fund in Dollars their risk participations described in Section 2.04(b). At any time the making of such Multicurrency Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Multicurrency Administrative Agent may request the Multicurrency Revolving Lenders to make a Multicurrency Revolving Loan in the currency in which any Multicurrency Protective Advance is denominated to repay such Multicurrency Protective Advance. At any other time the Multicurrency Administrative Agent may require the Multicurrency Revolving Lenders to fund their risk participations described in Section 2.04(b) in any Multicurrency Protective Advance in the currency in which such Multicurrency Protective Advance is denominated.

Protective Advances. Any provision of this Agreement to the contrary notwithstanding, (ai) Subject subject to the limitations set forth below, the Applicable Administrative Agent is and the Collateral Agent are authorized by the Borrowers Borrower and the Lenders, from time to time in the Applicable Administrative Agent’s each of their sole discretion (but shall have absolutely no obligationobligation to), to make (i) in the case of the Administrative Agent, Loans Advances to the U.S. Borrower in Dollars Borrower, on behalf of the U.S. Revolving Lenders (each such Loanall Lenders, a “U.S. Protective Advance”) or (ii) in the case of the Multicurrency Administrative Agent, Loans to either of the Borrowers in Canadian Dollars or Dollars on behalf of the Multicurrency Revolving Lenders (each such Loan, a “Multicurrency Protective Advance”) which the Applicable Administrative Agent or the Collateral Agent, in its Permitted Discretionsuch Person’s reasonable discretion, deems necessary or desirable (iA) after the occurrence and during the continuance of an Event of Default or (B) at any time that any of the other applicable conditions precedent set forth in Section 3.02 are not satisfied (x) 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 Advances and other Obligations, Obligations under the Loan Documents or (iiiz) to pay any other amount chargeable to or required to be paid by the applicable Borrower pursuant to the terms of this Agreement, including payments of principal, interest, L/C Disbursements, fees, reimbursable expenses (including costs, fees, fees and expenses as described in Section 9.039.04) and other sums payable under the Loan DocumentsDocuments (any of such Advance are herein referred to as “Protective Advances”); provided that (1) no Protective Advance shall cause the sum of the aggregate principal amount of all Swing Line Advances and Revolving Credit Advances then outstanding U.S. Protective Advances shall not(together with the aggregate Available Amount of all Letters of Credit outstanding at such time) to exceed the Revolving Credit Commitment; provided, at any timefurther, exceed $50,000,000; provided further that the aggregate amount of outstanding U.S. Protective Advances plus the U.S. Revolving Exposure outstanding at any time, which were made pursuant to clauses (x) and (y) above, shall not at any time exceed the aggregate U.S. Commitments; lesser of (1) $20,000,000 and (2) 10% of the aggregate Dollar Amount of outstanding Multicurrency Protective Advances shall not, at any time, exceed $5,000,000; provided further that the aggregate amount of outstanding Multicurrency Protective Advances plus the Multicurrency Revolving Exposure shall not exceed the aggregate Multicurrency CommitmentsBorrowing Base. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the Administrative Agent in and to the applicable Collateral and shall constitute Obligations hereunder. All Protective Advances shall be ABR Borrowings (in the case of Dollar denominated amounts) or Canadian Prime Base Rate Borrowings (in the case of Canadian Dollar denominated amounts)Advances. The Applicable Administrative Agent’s and the Collateral Agent’s authorization to make Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Applicable Administrative Express – Asset-Based Loan Credit Agreement Agent’s receipt thereof. At any time that the making of such U.S. Revolving Loan would not violate the Revolving Exposure Limitations there is sufficient Excess Availability and the conditions precedent set forth in Section 4.02 3.02 have been satisfied, the Administrative Agent or the Collateral Agent may request the U.S. Revolving Credit Lenders to make a U.S. Revolving Loan in Dollars Credit Advances to repay a U.S. Protective Advance. At any other time time, the Administrative Agent or the Collateral Agent may require the U.S. Revolving Lenders to fund in Dollars their risk participations described in Section 2.04(b). At any time the making of such Multicurrency Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Multicurrency Administrative Agent may request the Multicurrency Revolving Lenders to make a Multicurrency Revolving Loan in the currency in which any Multicurrency Protective Advance is denominated to repay such Multicurrency Protective Advance. At any other time the Multicurrency Administrative Agent may require the Multicurrency Revolving Lenders to fund their risk participations as described in Section 2.04(b) in any Multicurrency Protective Advance in the currency in which such Multicurrency Protective Advance is denominatedclause (ii).

Protective Advances. (a) Subject to the limitations set forth below, the Applicable Administrative Agent is authorized by the Borrowers Borrower and the Lenders, from time to time in the Applicable Administrative Agent’s sole discretion Permitted Discretion (but shall have absolutely no obligationobligation to), following notice to the Borrower, to make (i) in the case of the Administrative Agent, Loans to the U.S. Borrower in Dollars Borrower, on behalf of the U.S. Revolving Lenders (each such Loanall Lenders, a “U.S. Protective Advance”) or (ii) in the case of the Multicurrency Administrative Agent, Loans to either of the Borrowers in Canadian Dollars or Dollars on behalf of the Multicurrency Revolving Lenders (each such Loan, a “Multicurrency Protective Advance”) which the Applicable Administrative 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 the applicable Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.0310.5) and other sums payable under the Loan DocumentsDocuments (any of such Loans are herein referred to as “Protective Advances”); provided that (1) that, as of the date of the making of any Protective Advance, the aggregate amount of outstanding U.S. Protective Advances shall not, at any time, not exceed $50,000,00010% of the Commitments outstanding as of such date; provided further that the aggregate amount Total Revolving Extensions of Credit outstanding U.S. Protective Advances plus the U.S. Revolving Exposure at any time shall not exceed the aggregate U.S. Commitments; and (2) the aggregate Dollar Amount of outstanding Multicurrency Protective Advances shall not, at any time, exceed $5,000,000; provided further that the aggregate amount of outstanding Multicurrency Protective Advances plus the Multicurrency Revolving Exposure shall not exceed the aggregate Multicurrency Total Commitments. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 5.2 have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the Administrative Agent in and to the applicable Collateral and shall constitute Obligations hereunder. All Protective Advances shall be ABR Borrowings (in the case of Dollar denominated amounts) or Canadian Prime Rate Borrowings (in the case of Canadian Dollar denominated amounts). The Applicable Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Applicable Administrative Agent’s receipt thereof. At any time that the making of such U.S. Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the U.S. Revolving Lenders to make a U.S. Revolving Loan in Dollars to repay a U.S. Protective Advance. At any other time the Administrative Agent may require the U.S. Revolving Lenders to fund in Dollars their risk participations described in Section 2.04(b). At any time the making of such Multicurrency Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Multicurrency Administrative Agent may request the Multicurrency Revolving Lenders to make a Multicurrency Revolving Loan in the currency in which any Multicurrency Protective Advance is denominated to repay such Multicurrency Protective Advance. At any other time the Multicurrency Administrative Agent may require the Multicurrency Revolving Lenders to fund their risk participations described in Section 2.04(b) in any Multicurrency Protective Advance in the currency in which such Multicurrency Protective Advance is denominated.be

Protective Advances. (a) Subject to the limitations set forth below, the Applicable Administrative Agent is authorized by the Borrowers and the Revolving Lenders, from time to time in the Applicable Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make (i) in the case of the Administrative Agent, Loans to the U.S. Borrower in Dollars either Borrower, on behalf of the U.S. all Revolving Lenders (each such LoanLenders, a “U.S. Protective Advance”) or (ii) in the case of the Multicurrency Administrative Agent, Loans to either of the Borrowers in Canadian Dollars or Dollars on behalf of the Multicurrency Revolving Lenders (each such Loan, a “Multicurrency Protective Advance”) which the Applicable Administrative 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, Obligations or (iii) to pay any other amount chargeable to or required to be paid by the applicable Borrower Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan DocumentsDocuments (any such Loans are herein referred to as “Protective Advances”); provided that the aggregate amount of Protective Advances outstanding at any time shall not exceed an amount the U.S. Dollar Equivalent of which is $25,000,000; provided further, that the making of any such Loan will not result in (A) the aggregate Revolving Exposure exceeding the aggregate Revolving Commitments, in each case at such time, (B) the aggregate U.S. Revolving Exposure at such time exceeding the lesser of (1) the aggregate amount of outstanding U.S. Protective Advances shall not, Revolving Commitments at any time, exceed $50,000,000; provided further that such time minus the aggregate amount of outstanding U.S. Protective Advances plus the U.S. Canadian Revolving Exposure shall not exceed the aggregate U.S. Commitments; at such time and (2) the aggregate Dollar Amount of outstanding Multicurrency Protective Advances shall not, U.S. Borrowing Base at any time, exceed $5,000,000; provided further that such time minus the amount by which (x) the aggregate amount of outstanding Multicurrency Protective Advances plus the Multicurrency Canadian Revolving Exposure shall not exceed at such time exceeds (y) the Canadian Borrowing Base at such time or (C) the aggregate Multicurrency CommitmentsCanadian Revolving Exposure at such time exceeding the lesser of (1) the aggregate Canadian Revolving Sub-Commitments at such time and (2) (x) the Aggregate Borrowing Base at such time minus (y) the aggregate U.S. Revolving Exposure at such time. Protective Advances may be made even if when a Default exists or the conditions precedent set forth in Section 4.02 have are not been otherwise satisfied. The Protective Advances shall be secured by the Liens in favor of created by the Administrative Agent in and to the applicable Collateral Documents and shall constitute Obligations hereunderObligations. All Protective Advances shall be (i) ABR Borrowings (Borrowings, in the case of Dollar (x) Protective Advances made to the U.S. Borrower and (y) Protective Advances denominated amountsin U.S. dollars made to the Canadian Borrower, or (ii) or Canadian Prime Rate Borrowings (Borrowings, in the case of Protective Advances denominated in Canadian Dollar denominated amounts)dollars made to the Canadian Borrower. The Applicable Without affecting Protective Advances already made, the Administrative Agent’s authorization to make future Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Applicable Administrative Agent’s receipt thereof. At The Administrative Agent may at any time that (i) request, on behalf of the making of such U.S. Revolving Loan would not violate applicable Borrower, the Revolving Exposure Limitations Lenders to make, subject to the limitations set forth in Section 2.01 and to the satisfaction of the conditions precedent set forth in Section 4.02 have been satisfied4.02, (x) ABR Loans to repay any Protective Advance that is denominated in U.S. dollars or (y) Canadian Prime Loan to repay and Protective Advances denominated in Canadian dollars or (ii) require the Administrative Agent may request the U.S. Revolving Lenders to make a U.S. Revolving Loan acquire participations in Dollars to repay a U.S. Protective Advance. At any other time the Administrative Agent may require the U.S. Revolving Lenders to fund in Dollars their risk participations described in Section 2.04(b). At any time the making of such Multicurrency Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Multicurrency Administrative Agent may request the Multicurrency Revolving Lenders to make a Multicurrency Revolving Loan in the currency in which any Multicurrency Protective Advance is denominated to repay such Multicurrency Protective Advance. At any other time the Multicurrency Administrative Agent may require the Multicurrency Revolving Lenders to fund their risk participations described as provided in Section 2.04(bparagraph (b) in any Multicurrency Protective Advance in the currency in which such Multicurrency Protective Advance is denominatedof this Section.

Protective Advances. (a) Subject to the limitations set forth below, the Applicable Administrative Agent is authorized by the Borrowers and the Lenders, from time to time in the Applicable Administrative Agent’s sole discretion (but shall have absolutely no obligationobligation to), to make (ior authorize the Disbursement Agent to make) in the case of the Administrative Agent, Loans to the U.S. Borrower in dollars, to the Company in dollars or Canadian Dollars and to the U.K. Borrower in dollars, Euros or Sterling, on behalf of the U.S. Revolving Lenders (each such Loanall Lenders, a “U.S. Protective Advance”) or (ii) in the case of the Multicurrency Administrative Agent, Loans to which either of the Borrowers in Canadian Dollars or Dollars on behalf of the Multicurrency Revolving Lenders (each such Loan, a “Multicurrency Protective Advance”) which the Applicable Administrative Collateral 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 the applicable Borrower Borrowers or any of them pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan DocumentsDocuments (any of such Loans are herein referred to as “Protective Advances”); provided that that, the aggregate amount of Protective Advances outstanding at any time, together with the aggregate amount of Overadvances outstanding at such time, shall not exceed $12,500,000 (1) or the Dollar Equivalent thereof); provided further that, the aggregate amount of outstanding U.S. Protective Advances shall not, at any time, exceed $50,000,000; provided further that the aggregate amount of outstanding U.S. Protective Advances plus the U.S. aggregate Revolving Exposure shall not exceed the aggregate U.S. Commitments; and (2) the aggregate Dollar Amount of outstanding Multicurrency Protective Advances shall not, at any time, exceed $5,000,000; provided further that the aggregate amount Protective Advance shall be made only if a Specified Default or Event of outstanding Multicurrency Protective Advances plus the Multicurrency Revolving Exposure shall not exceed the aggregate Multicurrency CommitmentsDefault has occurred and is continuing. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the Administrative Collateral Agent and the UK Security Trustee in and to the applicable Collateral and shall constitute Obligations hereunder. All Protective Advances denominated in dollars (other than Protective Advances to the UK Borrower) shall be ABR Borrowings (Borrowings, all Protective Advances denominated in the case of Dollar denominated amounts) or Canadian Dollars shall be Canadian Prime Rate Borrowings (and all Protective Advances denominated in Euros or Sterling and all Protective Advances to the case of Canadian Dollar UK Borrower denominated amounts)in dollars shall be Overnight LIBO Borrowings. The Applicable Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Applicable Administrative Agent’s receipt thereof. At any time that the making of such U.S. Revolving Loan would not violate the Revolving Exposure Limitations there is sufficient Aggregate Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may (and, on at least a weekly basis when any Protective Advance is outstanding, shall) request the U.S. Revolving Lenders to make a U.S. Revolving Loan Loan, in Dollars the currency in which the applicable Protective Advance was denominated, to repay a U.S. Protective Advance. At any other time the Administrative Agent may (and, on at least a weekly basis when any Protective Advance is outstanding, shall) require the U.S. Revolving Lenders to fund fund, in Dollars the currency in which the applicable Protective Advance was denominated, their risk participations described in Section 2.04(b). At any time the making of such Multicurrency Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Multicurrency Administrative Agent may request the Multicurrency Revolving Lenders to make a Multicurrency Revolving Loan in the currency in which any Multicurrency Protective Advance is denominated to repay such Multicurrency Protective Advance. At any other time the Multicurrency Administrative Agent may require the Multicurrency Revolving Lenders to fund their risk participations described in Section 2.04(b) in any Multicurrency Protective Advance in the currency in which such Multicurrency Protective Advance is denominated.

Protective Advances. (a) Subject to the limitations set forth below, the Applicable Administrative Agent is authorized by the Borrowers and the Lenders, from time to time in the Applicable Administrative Agent’s sole discretion (but shall have absolutely no obligation)discretion, to make (i) in the case of the Administrative Agent, Loans Advances to the U.S. Domestic Borrower in Dollars (or to direct the Canadian Correspondent Lender to make Advances to the Canadian Borrower or to direct the UK Correspondent Lender to make Advances to a UK Borrower), on behalf of the U.S. Revolving Lenders (each such Loan, a “U.S. Protective Advance”) or (ii) in the case all of the Multicurrency Administrative AgentLenders, Loans in an aggregate amount outstanding at any time not to either exceed the Dollar Equivalent of the Borrowers in Canadian Dollars or Dollars on behalf of the Multicurrency Revolving Lenders (each such Loan$5,000,000, a “Multicurrency Protective Advance”) which the Applicable Administrative Agent, in its Permitted Discretionreasonable business judgment, 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 the applicable Borrower Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents9.6 (any of such Advances are herein referred to as “Protective Advances”); provided that (1) that, no Protective Advance shall cause any Lender’s Credit Exposure to exceed its aggregate Commitment, the aggregate amount of outstanding U.S. Protective Advances shall not, at any time, exceed $50,000,000; provided further that the aggregate amount of outstanding U.S. Protective Advances plus the U.S. Revolving Aggregate Domestic Exposure shall not to exceed the aggregate U.S. Commitments; and (2) Aggregate Commitment, the aggregate Dollar Amount of outstanding Multicurrency Protective Advances shall not, at any time, exceed $5,000,000; provided further that the aggregate amount of outstanding Multicurrency Protective Advances plus the Multicurrency Revolving Aggregate Canadian Exposure shall not to exceed the aggregate Multicurrency CommitmentsAggregate Canadian Commitment, or the Aggregate UK Exposure to exceed the Aggregate UK Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 4.2 have not been satisfiedsatisfied except for Section 4.2(b). The Protective Advances made to the Domestic Borrower, the Canadian Borrower and the UK Borrowers, as the case may be, shall be secured by the Liens in favor of the Administrative Agent Agent, the Canadian Correspondent Lender, or the UK Correspondent Lender, as the case may be, in and to the applicable Collateral and shall constitute Obligations hereunder. All Protective Advances shall be ABR Borrowings Floating Rate Advances (except in the case UK, which Advances shall consist of Dollar denominated amountsUK Fixed Rate Advances) or Canadian Prime Rate Borrowings (in and are subject to the case of Canadian Dollar denominated amounts). The Applicable Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Applicable Administrative Agent’s receipt thereof. At any time that the making of such U.S. Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent settlement provisions set forth in Section 4.02 have been satisfied, the Administrative Agent may request the U.S. Revolving Lenders to make a U.S. Revolving Loan in Dollars to repay a U.S. Protective Advance. At any other time the Administrative Agent may require the U.S. Revolving Lenders to fund in Dollars their risk participations described in Section 2.04(b). At any time the making of such Multicurrency Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Multicurrency Administrative Agent may request the Multicurrency Revolving Lenders to make a Multicurrency Revolving Loan in the currency in which any Multicurrency Protective Advance is denominated to repay such Multicurrency Protective Advance. At any other time the Multicurrency Administrative Agent may require the Multicurrency Revolving Lenders to fund their risk participations described in Section 2.04(b) in any Multicurrency Protective Advance in the currency in which such Multicurrency Protective Advance is denominated2.19.

Protective Advances. (a) Subject to the limitations set forth below, each of the Applicable Administrative Agent and the Canadian Administrative Agent, as applicable, is authorized by the Borrowers and the Lenders, from time to time in the Applicable Administrative Agent’s or the Canadian Administrative Agent’s, as the case may be, sole discretion (but but, in either case, shall have absolutely no obligationobligation to), to make (i) in the case of the Administrative Agent, Loans to the U.S. Borrower Borrowers in Dollars dollars, on behalf of the U.S. Revolving Lenders (each such Loan, a “U.S. Protective Advance”) ), or (ii) in the case of the Multicurrency Canadian Administrative Agent, Loans to either of the Canadian Borrowers in Canadian Dollars or Dollars dollars, on behalf of the Multicurrency Revolving Canadian Lenders (each such Loan, a “Multicurrency Canadian Protective Advance”) ), which the Applicable Administrative Agent or Canadian Administrative Agent, as applicable, in its Permitted Discretion, 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 or required to be paid by the applicable Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents; provided that that, (x) the aggregate amount of U.S. Protective Advances outstanding at any time shall not exceed $15,000,000 and (y) the aggregate amount of Canadian Protective Advances outstanding at any time shall not exceed $15,000,000; provided further that, (1) the aggregate amount of outstanding U.S. Protective Advances shall not, at any time, exceed $50,000,000; provided further that in favor of the U.S. Borrowers plus the aggregate amount of outstanding U.S. Protective Advances plus the U.S. Revolving Exposure shall not exceed (I) the aggregate U.S. Commitments; Commitments minus (II) the sum of (X) the Priority Payables Reserve, (Y) the Rent Reserve and (Z) the Wage Earner Protection Act Reserve, (2) the aggregate Dollar Amount of outstanding Multicurrency Protective Advances shall not, at any time, exceed $5,000,000; provided further that the aggregate amount of outstanding Multicurrency Canadian Protective Advances in favor of the Canadian Borrowers plus the Multicurrency aggregate Canadian Revolving Exposure shall not exceed the (I) aggregate Multicurrency CommitmentsCanadian Commitments minus (II) the sum of (X) the Priority Payables Reserve, (Y) the Rent Reserve and (Z) the Wage Earner Protection Act Reserve, (3) the aggregate amount of all outstanding Protective Advances plus the Aggregate Revolving Exposure shall not exceed (I) the Aggregate Revolving Commitments minus (II) the sum of (X) the Priority Payables Reserve, (Y) the Rent Reserve and (Z) the Wage Earner Protection Act Reserve, (4) the sum of (I) the aggregate amount of all outstanding Protective Advances plus (II) the aggregate amount of all outstanding Overadvances shall not exceed $60,000,000, and (5) a Protective Advance shall not be made if such Protective Advance would cause the sum of (I) any Lender’s Revolving Exposure plus (II) such Lender’s Applicable Percentage (determined for purposes of this clause (II) in accordance with clause (a) of the definition of Applicable Percentage set forth in Section 1.01) of all outstanding Protective Advances to exceed such Lender’s Revolving Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The (i) U.S. Protective Advances shall be secured by the Liens in favor of the Administrative Agent (for the benefit of the Lender Parties) in and to the applicable Collateral of the U.S. Loan Parties; and shall constitute Obligations hereunder. All (ii) Canadian Protective Advances shall be secured by the Liens in favor of the Administrative Agent (for the benefit of the Canadian Lender Parties) in and to the Collateral of the Loan Parties. All U.S. Protective Advances shall constitute U.S. Obligations and all Canadian Protective Advances shall constitute Canadian Obligations. All U.S. Protective Advances and Canadian Protective Advances denominated in dollars shall be ABR Borrowings (Borrowings, and all Canadian Protective Advances denominated in the case of Dollar denominated amounts) or Canadian Dollars shall be Canadian Prime Rate Borrowings (in the case of Canadian Dollar denominated amounts)Borrowings. The Applicable Administrative Agent’s or Canadian Administrative Agent’s, as the case may be, authorization to make Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Applicable Administrative Agent’s or the Canadian Administrative Agent’s (as applicable) receipt thereof. At any time that the making of such there is sufficient: (I) U.S. Revolving Loan would not violate the Revolving Exposure Limitations Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the U.S. Revolving Lenders to make a U.S. Revolving Loan in Dollars to repay a U.S. Protective Advance. At any other time the Administrative Agent may require the U.S. Revolving Lenders to fund in Dollars their risk participations described in Section 2.04(b). At any time the making of such Multicurrency Revolving Loan would not violate the Revolving Exposure Limitations ; and (II) Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Multicurrency Canadian Administrative Agent may request the Multicurrency Revolving Canadian Lenders to make a Multicurrency Canadian Revolving Loan Loan, in the currency in which any Multicurrency the applicable Canadian Protective Advance is denominated was denominated, to repay such Multicurrency a Canadian Protective Advance. At any other time the Multicurrency Administrative Agent or Canadian Administrative Agent (as applicable) may require the Multicurrency Revolving Lenders to fund fund, in the currency in which the applicable Protective Advance was denominated, their risk participations described in Section 2.04(b) in any Multicurrency Protective Advance in the currency in which such Multicurrency Protective Advance is denominated).

Protective Advances. (a) Subject to the limitations set forth below, the Applicable The Administrative Agent shall be authorized, in its discretion, at any time that any condition in Section 4.02 is authorized by the Borrowers and the Lenders, from time to time in the Applicable Administrative Agent’s sole discretion (but shall have absolutely no obligation)not satisfied, to make Base Rate Loans (i) in the case of the Administrative Agent, Loans to the Protective Advances denominated in U.S. Borrower in Dollars on behalf of the U.S. Revolving Lenders (each such Loaneach, a “U.S. Protective Advance” and, collectively, the “U.S. Protective Advances”)) or Canadian Prime Rate Loans (ii) in the case of the Multicurrency Administrative Agent, Loans to either of the Borrowers Protective Advances denominated in Canadian Dollars or Dollars on behalf of the Multicurrency Revolving Lenders (each such Loaneach, a “Multicurrency Canadian Protective Advance” and, collectively, the “Canadian Protective Advances” and, together with the U.S. Protective Advances, each, a “Protective Advance” and, collectively, the “Protective Advances”)) which (i) up to an aggregate amount (together with the Applicable aggregate principal amount of Overadvances established pursuant to Section 2.01(c)) of 10% of the Total Borrowing Base outstanding at any time, if the Administrative Agent, Agent deems (in its Permitted Discretion, deems ) such Loans necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, collectability or maximize the amount of, repayment of the Loans and other Obligations, as long as such Loans do not cause the Total Revolving Outstandings to exceed the Total Revolving Commitment as then in effect; or (iiiii) to pay any other amount amounts chargeable to or required the Loan Parties under any Loan Documents, including interest, costs, fees and expenses, as long as such other amounts do not cause the Total Revolving Outstandings to be paid exceed the Total Revolving Commitment as then in effect. The Revolving Lenders shall participate on a pro rata basis in Protective Advances outstanding from time to time. The Required Lenders may at any time revoke the Administrative Agent’s authority to make further Protective Advances under clause (ii) by the applicable Borrower pursuant written notice to the terms of this AgreementAdministrative Agent. Absent such revocation, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents; provided that (1) the aggregate amount of outstanding U.S. Protective Advances shall not, at any time, exceed $50,000,000; provided further Administrative Agent’s determination that the aggregate amount funding of outstanding U.S. a Protective Advances plus the U.S. Revolving Exposure shall not exceed the aggregate U.S. Commitments; and (2) the aggregate Dollar Amount of outstanding Multicurrency Protective Advances shall not, at any time, exceed $5,000,000; provided further that the aggregate amount of outstanding Multicurrency Protective Advances plus the Multicurrency Revolving Exposure shall not exceed the aggregate Multicurrency Commitments. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Protective Advances Advance is appropriate shall be secured conclusive. No funding of a Protective Advance shall constitute a waiver by the Liens in favor of the Administrative Agent in and to or the applicable Collateral and shall constitute Obligations hereunderRevolving Lenders of any Event of Default relating thereto. All Protective Advances No Loan Party shall be ABR Borrowings (in the case a beneficiary of Dollar denominated amounts) or Canadian Prime Rate Borrowings (in the case this Section nor authorized to enforce any of Canadian Dollar denominated amounts). The Applicable Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Applicable Administrative Agent’s receipt thereof. At any time that the making of such U.S. Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the U.S. Revolving Lenders to make a U.S. Revolving Loan in Dollars to repay a U.S. Protective Advance. At any other time the Administrative Agent may require the U.S. Revolving Lenders to fund in Dollars their risk participations described in Section 2.04(b). At any time the making of such Multicurrency Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Multicurrency Administrative Agent may request the Multicurrency Revolving Lenders to make a Multicurrency Revolving Loan in the currency in which any Multicurrency Protective Advance is denominated to repay such Multicurrency Protective Advance. At any other time the Multicurrency Administrative Agent may require the Multicurrency Revolving Lenders to fund their risk participations described in Section 2.04(b) in any Multicurrency Protective Advance in the currency in which such Multicurrency Protective Advance is denominatedits terms.

Protective Advances. (a) Subject to the limitations set forth below, the Applicable Administrative Agent is authorized by the Borrowers and the Lenders, from time to time in the Applicable Administrative Agent’s sole discretion (but shall have absolutely no obligationobligation to), to make (i) in the case of the Administrative Agent, Loans to the U.S. Borrower in Dollars or the Canadian Borrower, as applicable, on behalf of the U.S. Revolving Lenders (each such Loanall Lenders, a “U.S. Protective Advance”) or (ii) in the case of the Multicurrency Administrative Agent, Loans to either of the Borrowers in Canadian Dollars or Dollars on behalf of the Multicurrency Revolving Lenders (each such Loan, a “Multicurrency Protective Advance”) which the Applicable Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the applicable 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 the applicable Borrower Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan DocumentsDocuments (any of such Loans are herein referred to as “Protective Advances”); provided that (1A) the aggregate principal amount of outstanding U.S. Protective Advances shall not, at any time, exceed $50,000,000; provided further that (x) 5% of the Aggregate Commitments then in effect or (y) when aggregated with the aggregate outstanding principal amount of outstanding U.S. Overadvances, 10% of the Aggregate Commitments then in effect and (B) no Protective Advances plus the U.S. Advance shall be made if after giving effect thereto, any Lender’s Revolving Exposure shall not exceed the aggregate U.S. Commitments; and (2) the aggregate Dollar Amount of outstanding Multicurrency Protective Advances shall not, at any time, exceed $5,000,000; provided further that the aggregate amount of outstanding Multicurrency Protective Advances plus the Multicurrency Revolving Exposure shall not exceed the aggregate Multicurrency Commitmentssuch Lender’s Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the Administrative Agent in and to the applicable Collateral and shall constitute Obligations hereunder. All Protective Advances shall be ABR Borrowings (if in the case of Dollar denominated amountsDollars) or Canadian Prime Rate Borrowings (if in the case of Canadian Dollar denominated amountsDollars), as applicable. The Applicable Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Applicable Administrative Agent’s receipt thereof. At any time that the making of such U.S. Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the U.S. Revolving Lenders to make a U.S. Revolving Loan in Dollars to repay a U.S. Protective Advance. At any other time the Administrative Agent may require the U.S. Revolving Lenders to fund in Dollars their risk participations described in Section 2.04(b). At any time the making of such Multicurrency Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Multicurrency Administrative Agent may request the Multicurrency Revolving Lenders to make a Multicurrency Revolving Loan in the currency in which any Multicurrency Protective Advance is denominated to repay such Multicurrency Protective Advance. At any other time the Multicurrency Administrative Agent may require the Multicurrency Revolving Lenders to fund their risk participations described in Section 2.04(b) in any Multicurrency Protective Advance in the currency in which such Multicurrency Protective Advance is denominated).

Protective Advances. (a) Subject to the limitations set forth below, the Applicable Administrative Agent is authorized by the Borrowers and the Lenders, from time to time in the Applicable Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make (i) in the case of the Administrative Agent, Loans to the U.S. Borrower in Dollars on behalf of the U.S. Revolving Lenders (each such Loan, a “U.S. Protective Advance”) or (ii) in the case of the Multicurrency Administrative Agent, Loans to either of the Borrowers in Canadian Dollars or Dollars on behalf of the Multicurrency Revolving Lenders (each such Loan, a “Multicurrency Protective Advance”) which the Applicable Administrative 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 the applicable Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents; provided that (1) the aggregate amount of outstanding U.S. Protective Advances shall not, at any time, exceed $50,000,000; provided further that the aggregate amount of outstanding U.S. Protective Advances plus the U.S. Revolving Exposure shall not exceed the aggregate U.S. Commitments; and (2) the aggregate Dollar Amount of outstanding Multicurrency Protective Advances shall not, at any time, exceed $5,000,000; provided further that the aggregate amount of outstanding Multicurrency Protective Advances plus the Multicurrency Revolving Exposure shall not exceed the aggregate Multicurrency Commitments. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the Administrative Agent in and to the applicable Collateral and shall constitute Obligations hereunder. All Protective Advances shall be ABR Borrowings (in the case of Dollar denominated amounts) or Canadian Prime Rate Borrowings (in the case of Canadian Dollar denominated amounts). The Applicable Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Applicable Administrative Agent’s receipt thereof. At any time that the making of such U.S. Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the U.S. Revolving Lenders to make a U.S. Revolving Loan in Dollars to repay a U.S. Protective Advance. At any other time the Administrative Agent may require the U.S. Revolving Lenders to fund in Dollars their risk participations described in Section 2.04(b). At any time the making of such Multicurrency Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Multicurrency Administrative Agent may request the Multicurrency Revolving Lenders to make a Multicurrency Revolving Loan in the currency in which any Multicurrency Protective Advance is denominated to repay such Multicurrency Protective Advance. At any other time the Multicurrency Administrative Agent may require the Multicurrency Revolving Lenders to fund their risk participations described in Section 2.04(b) in any Multicurrency Protective Advance in the currency in which such Multicurrency Protective Advance is denominated.Protective

Protective Advances. (a) Subject to the limitations set forth below, during the Applicable existence of a Default or Event of Default, the Administrative Agent is authorized by the Borrowers Borrower and the Lenders, from time to time in the Applicable Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make (i) in the case of the Administrative Agent, Loans to the U.S. Borrower in Dollars Borrower, on behalf of the U.S. Revolving Lenders (each such Loanall Lenders, a “U.S. Protective Advance”) or (ii) in the case of the Multicurrency Administrative Agent, Loans to either of the Borrowers in Canadian Dollars or Dollars on behalf of the Multicurrency Revolving Lenders (each such Loan, a “Multicurrency Protective Advance”) which the Applicable Administrative 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 the applicable Borrower Loan Parties pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03due hereunder) and other sums payable under the Loan DocumentsDocuments (any of such Loans are herein referred to as “Protective Advances”); provided provided, that (1) the aggregate amount of outstanding U.S. Protective Advances outstanding at any time shall not, not at any time, when combined with any Overadvances then outstanding under Section 2.02(f), exceed $50,000,00025,000,000; provided further provided, further, that the aggregate amount of outstanding U.S. Protective Advances plus the U.S. aggregate Revolving Exposure shall not exceed the aggregate U.S. Commitments; and (2) the aggregate Dollar Amount of outstanding Multicurrency Protective Advances shall not, at any time, exceed $5,000,000; provided further that the aggregate amount of outstanding Multicurrency Protective Advances plus the Multicurrency Revolving Exposure shall not exceed the aggregate Multicurrency Commitments. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the Administrative Collateral Agent in and to the applicable Collateral and shall constitute Obligations hereunder. All Protective Advances shall be ABR Borrowings (in the case of Dollar denominated amounts) or Canadian Prime Rate Borrowings (in the case of Canadian Dollar denominated amounts)Borrowings. The Applicable Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Applicable Administrative Agent’s receipt thereof. At any time that the making of such U.S. Revolving Loan would not violate the Revolving Exposure Limitations there is sufficient Excess Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the U.S. Revolving Lenders to make a U.S. Revolving Loan in Dollars to repay a U.S. Protective Advance. At any other time the Administrative Agent may require the U.S. Revolving Lenders to fund in Dollars their risk participations described in Section 2.04(b). At any time the making of such Multicurrency Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Multicurrency Administrative Agent may request the Multicurrency Revolving Lenders to make a Multicurrency Revolving Loan in the currency in which any Multicurrency Protective Advance is denominated to repay such Multicurrency Protective Advance. At any other time the Multicurrency Administrative Agent may require the Multicurrency Revolving Lenders to fund their risk participations described in Section 2.04(b) in any Multicurrency Protective Advance in the currency in which such Multicurrency Protective Advance is denominated2.23(b).

Protective Advances. (a) Subject to the limitations set forth below, the Applicable Administrative Agent is authorized by the Borrowers and the Lenders, from time to time in the Applicable Administrative Agent’s sole discretion (but shall have absolutely no obligationobligation to), to make (i) in the case of the Administrative Agent, Loans to the U.S. Borrower Borrowers in Dollars dollars, on behalf of the U.S. Revolving Lenders (each such Loan, a “U.S. Protective Advance”) or (ii) in the case of the Multicurrency Administrative Agent, and Loans to either of the Canadian Borrowers in Canadian Dollars or Dollars dollars, on behalf of the Multicurrency Revolving Canadian Lenders (each such Loan, a “Multicurrency Canadian Protective Advance”) ), which the Applicable Administrative Agent, Agent in its Permitted Discretion, 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 or required to be paid by the applicable Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents; provided that that, (x) the aggregate amount of U.S. Protective Advances outstanding at any time shall not exceed $27,500,000 and (y) the aggregate amount of Canadian Protective Advances outstanding at any time shall not exceed $27,500,000, provided further that, (1) the aggregate amount of outstanding U.S. Protective Advances shall not, at any time, exceed $50,000,000; provided further that in favor of the U.S. Borrowers plus the aggregate amount of outstanding U.S. Protective Advances plus the U.S. Revolving Exposure shall not exceed (I) the aggregate U.S. Commitments; Commitments minus (II) the sum of (X) the Priority Payables Reserve, (Y) the Rent Reserve and (Z) the Wage Earner Protection Act Reserve, (2) the aggregate Dollar Amount of outstanding Multicurrency Protective Advances shall not, at any time, exceed $5,000,000; provided further that the aggregate amount of outstanding Multicurrency Canadian Protective Advances in favor of the Canadian Borrowers plus the Multicurrency aggregate Canadian Revolving Exposure shall not exceed the (I) aggregate Multicurrency CommitmentsCanadian Commitments minus (II) the sum of (X) the Priority Payables Reserve, (Y) the Rent Reserve and (Z) the Wage Earner Protection Act Reserve, (3) the aggregate amount of all outstanding Protective Advances plus the Aggregate Revolving Exposure shall not exceed (I) the Aggregate Revolving Commitments minus (II) the sum of (X) the Priority Payables Reserve, (Y) the Rent Reserve and (Z) the Wage Earner Protection Act Reserve, (4) the sum of (I) the aggregate amount of all outstanding Protective Advances plus (II) the aggregate amount of all outstanding Overadvances shall not exceed $110,000,000, and (5) a Protective Advance shall not be made if such Protective Advance would cause the sum of (I) any Lender’s Revolving Exposure plus (II) such Lender’s Applicable Percentage (determined for purposes of this clause (II) in accordance with clause (a) of the definition of Applicable Percentage set forth in Section 1.01) of all outstanding Protective Advances to exceed such Xxxxxx’s Revolving Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The (i) U.S. Protective Advances shall be secured by the Liens in favor of the Administrative Agent (for the benefit of the Lender Parties) in and to the applicable Collateral of the U.S. Loan Parties; and shall constitute Obligations hereunder. All (ii) Canadian Protective Advances shall be secured by the Liens in favor of the Administrative Agent (for the benefit of the Canadian Lender Parties) in and to the Collateral of the Loan Parties. All U.S. Protective Advances shall constitute U.S. Obligations and all Canadian Protective Advances shall constitute Canadian Obligations. All U.S. Protective Advances and Canadian Protective Advances denominated in dollars shall be ABR Borrowings (Borrowings, and all Canadian Protective Advances denominated in the case of Dollar denominated amounts) or Canadian Dollars shall be Canadian Prime Rate Borrowings (in the case of Canadian Dollar denominated amounts)Borrowings. The Applicable Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Applicable Administrative Agent’s receipt thereof. At any time that the making of such there is sufficient: (I) U.S. Revolving Loan would not violate the Revolving Exposure Limitations Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the U.S. Revolving Lenders to make a U.S. Revolving Loan in Dollars to repay a U.S. Protective Advance. At any other time the Administrative Agent may require the U.S. Revolving Lenders to fund in Dollars their risk participations described in Section 2.04(b). At any time the making of such Multicurrency Revolving Loan would not violate the Revolving Exposure Limitations ; and (II) Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Multicurrency Administrative Agent may request the Multicurrency Revolving Canadian Lenders to make a Multicurrency Canadian Revolving Loan Loan, in the currency in which any Multicurrency the applicable Canadian Protective Advance is denominated was denominated, to repay such Multicurrency a Canadian Protective Advance. At any other time the Multicurrency Administrative Agent may require the Multicurrency Revolving Lenders to fund fund, in the currency in which the applicable Protective Advance was denominated, their risk participations described in Section 2.04(b) in any Multicurrency Protective Advance in the currency in which such Multicurrency Protective Advance is denominated).

Protective Advances. (a) Subject to the limitations set forth below, the Applicable Administrative Agent is authorized by the Borrowers Company, the Canadian Borrower and the Lenders, from time to time in the Applicable Administrative Agent’s sole discretion (but shall have absolutely no obligationobligation to), to make (i) in the case of the Administrative Agent, Domestic Revolving Loans to the U.S. Borrower in Dollars Company, on behalf of all Domestic Revolving Lenders, or direct the U.S. Canadian Agent to make Canadian Revolving Lenders (each such Loan, a “U.S. Protective Advance”) or (ii) in the case of the Multicurrency Administrative Agent, Loans to either of the Borrowers in Canadian Dollars or Dollars Borrower, on behalf of the Multicurrency all Canadian Revolving Lenders (each such LoanLenders, a “Multicurrency Protective Advance”) which the Applicable Administrative 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 the applicable such Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan DocumentsDocuments (any of such Loans to the Company are herein referred to as “Domestic Protective Advances” and any of such Loans to the Canadian Borrower are hereafter referred to as “Canadian Protective Advances”); provided that that, the aggregate amount of Protective Advances outstanding at any time shall not at any time exceed the Dollar Equivalent of $10,000,000; provided further that, (1A) the Dollar Equivalent of the aggregate amount of outstanding U.S. Protective Advances shall not, at any time, exceed $50,000,000; provided further that the aggregate amount of outstanding U.S. Protective Advances plus the U.S. Dollar Equivalent of the aggregate Revolving Exposure shall not exceed the aggregate U.S. Revolving Commitments; and , (2B) the aggregate Dollar Amount of outstanding Multicurrency Protective Advances shall not, at any time, exceed $5,000,000; provided further that the aggregate amount of outstanding Multicurrency Domestic Protective Advances plus the Multicurrency aggregate Domestic Revolving Exposure shall not exceed the aggregate Multicurrency CommitmentsDomestic Revolving Commitment minus the aggregate Ex-Im Exposure and minus the Dollar Equivalent of the aggregate Canadian Revolving Exposure, (C) the Dollar Equivalent of the aggregate amount of outstanding Canadian Protective Advances plus the Dollar Equivalent of the aggregate Canadian Revolving Exposure shall not exceed the aggregate Canadian Revolving Commitment and (D) no Lender’s Credit Exposure shall exceed such Lender’s aggregate Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 (other than clause (c) thereof) have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the Administrative Agent Agents in and to the applicable Collateral as otherwise provided herein and shall constitute Obligations hereunder. All Canadian Protective Advances shall be ABR CP Borrowings (in the case of Dollar denominated amounts) or Canadian Prime Rate USBR Borrowings (in the case of Canadian Dollar denominated amounts)and all Domestic Protective Advances shall be CBFR Borrowings. The Applicable Administrative Agent’s authorization to make Domestic Protective Advances and to direct the Canadian Agent to make Canadian Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Applicable Administrative Agent’s receipt thereof. At any time that the making of such U.S. Revolving Loan would not violate the Revolving Exposure Limitations there is sufficient Domestic Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the U.S. Domestic Revolving Lenders to make a U.S. Domestic Revolving Loan in Dollars to repay a U.S. Domestic Protective Advance. At any other time the Administrative Agent may require the U.S. Revolving Lenders to fund in Dollars their risk participations described in Section 2.04(b). At any time the making of such Multicurrency Revolving Loan would not violate the Revolving Exposure Limitations that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Multicurrency Administrative Agent may request the Multicurrency Canadian Revolving Lenders to make a Multicurrency Canadian Revolving Loan in the currency in which any Multicurrency Protective Advance is denominated to repay such Multicurrency a Canadian Protective Advance. At any other time the Multicurrency Administrative Agent may require the Multicurrency Revolving Lenders to fund their risk participations described in Section 2.04(b) in any Multicurrency Protective Advance in the currency in which such Multicurrency Protective Advance is denominated).

Protective Advances. (ai) Subject to the limitations set forth belowbelow (and notwithstanding anything to the contrary in Section 6.2), the Applicable Administrative Agent is authorized by the Borrowers and the Lenders, from time to time in the Applicable Administrative Agent’s sole discretion in the exercise of its commercially reasonable judgment (but shall have absolutely no obligationobligation to), to make (i) in the case of the Administrative Agent, Loans to the U.S. Borrower in Dollars Borrowers, on behalf of the U.S. Revolving all Lenders (each such Loanat any time that any condition precedent set forth in Section 6.2 has not been satisfied or waived, a “U.S. Protective Advance”) or (ii) in the case of the Multicurrency Administrative Agent, Loans to either of the Borrowers in Canadian Dollars or Dollars on behalf of the Multicurrency Revolving Lenders (each such Loan, a “Multicurrency Protective Advance”) which the Applicable Administrative 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 the applicable Borrower Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.0311.5) and other sums sums, in each case to the extent due and payable (and not in dispute by the Borrower (acting in good faith)) under the Loan DocumentsDocuments (each such Loan, a “Protective Advance”). Any Protective Advance may be made in a principal amount that would cause the aggregate Revolving Exposure to exceed the Line Cap; provided that no Protective Advance may be made to the extent that, after giving effect to such Protective Advance (1) together with the outstanding principal amount of any outstanding Protective Advances), the aggregate principal amount of Protective Advances outstanding hereunder would exceed 10% of the Line Cap as determined on the date of such proposed Protective Advance; and provided, further, that the aggregate amount of Borrowings (including the aggregate amount of outstanding U.S. Protective Advances shall not, at any time, exceed $50,000,000; provided further that the aggregate amount of outstanding U.S. Protective Advances plus the U.S. Revolving Exposure Advances) shall not exceed the aggregate U.S. Commitments; and (2) Total Revolving Commitment. No Protective Advance may remain outstanding for more than thirty days without the aggregate Dollar Amount consent of outstanding Multicurrency the Required Lenders unless a liquidation is taking place. Each Protective Advances Advance shall not, at any time, exceed $5,000,000; provided further that the aggregate amount of outstanding Multicurrency be an ABR Loan. Each Protective Advances plus the Multicurrency Revolving Exposure shall not exceed the aggregate Multicurrency Commitments. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Protective Advances Advance shall be secured by the Liens in favor of the Administrative Agent in and to the applicable Collateral and shall constitute Obligations hereunder. All Protective Advances shall be ABR Borrowings (in the case of Dollar denominated amounts) or Canadian Prime Rate Borrowings (in the case of Canadian Dollar denominated amounts). The Applicable Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Applicable Administrative Agent’s receipt thereof. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasion. At any time that the making of such U.S. Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 6.2 have been satisfiedsatisfied or waived, the Administrative Agent may request the U.S. Revolving Lenders to make a U.S. Revolving Loan in Dollars to repay a U.S. Protective Advance. At any other time time, the Administrative Agent may require the U.S. Revolving Lenders to fund in Dollars their risk participations described in Section 2.04(b). At any time the making of such Multicurrency Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Multicurrency Administrative Agent may request the Multicurrency Revolving Lenders to make a Multicurrency Revolving Loan in the currency in which any Multicurrency Protective Advance is denominated to repay such Multicurrency Protective Advance. At any other time the Multicurrency Administrative Agent may require the Multicurrency Revolving Lenders to fund their risk participations described in Section 2.04(b) in any Multicurrency Protective Advance in the currency in which such Multicurrency Protective Advance is denominated2.1(e)(ii).

Protective Advances. (a) Subject to the limitations set forth below, the Applicable Administrative Agent is and the Canadian Administrative Agent, as applicable, are authorized by the Borrowers and the Lenders, from time to time in the Applicable Administrative Agent’s or the Canadian Administrative Agent’s, as the case may be, sole discretion (but but, in either case, shall have absolutely no obligationobligation to), to make (i) in the case of the Administrative Agent, Loans to the U.S. Borrower Borrowers in Dollars dollars, on behalf of the U.S. Revolving Lenders (each such Loan, a “U.S. Protective Advance”) ), or (ii) in the case of the Multicurrency Canadian Administrative Agent, Loans to either of the Borrowers a Canadian Borrower in Canadian Dollars or Dollars dollars, on behalf of the Multicurrency Revolving Canadian Lenders (each such Loan, a “Multicurrency Canadian Protective Advance”) ), which the Applicable Administrative Agent or Canadian Administrative Agent, as applicable, in its Permitted Discretion, 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 or required to be paid by the applicable Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.039.3) and other sums payable under the Loan Documents; provided that that, (x) the aggregate amount of U.S. Protective Advances outstanding at any time shall not exceed $7,000,000 and (y) the aggregate amount of Canadian Protective Advances outstanding at any time shall not exceed Cdn.$3,000,000; provided further that, (1) the aggregate amount of outstanding U.S. Protective Advances shall not, at any time, exceed $50,000,000; provided further that in favour of the U.S. Borrowers plus the aggregate amount of outstanding U.S. Protective Advances plus the U.S. Revolving Exposure shall not exceed the aggregate U.S. Commitments; and , (2) the aggregate Dollar Amount of outstanding Multicurrency Protective Advances shall not, at any time, exceed $5,000,000; provided further that the aggregate amount of outstanding Multicurrency Canadian Protective Advances in favour of the Canadian Borrowers plus the Multicurrency aggregate Canadian Revolving Exposure plus the Overdraft Accommodation Maximum Amount shall not exceed the aggregate Multicurrency Canadian Commitments, and (3) the aggregate amount of all outstanding Protective Advances plus the Aggregate Revolving Exposure plus the Overdraft Accommodation Maximum Amount shall not exceed the Aggregate Revolving Commitments. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 4.2 have not been satisfied. The (i) U.S. Protective Advances shall be secured by the Liens in favor favour of the Administrative Agent (for the benefit of the U.S. Lender Parties) in and to the applicable Collateral of the Loan Parties; and shall constitute Obligations hereunder. All (ii) Canadian Protective Advances shall be ABR Borrowings secured by the Liens in favour of the Administrative Agent (for the benefit of the Canadian Lender Parties) in and to the case Collateral of Dollar the Loan Parties. All U.S. Protective Advances shall constitute U.S. Obligations and all Canadian Protective Advances shall constitute Canadian Obligations. All U.S. Protective Advances and Canadian Protective Advances denominated amounts) or in dollars shall be CBFR Borrowings, and all Canadian Protective Advances denominated in Canadian Dollars shall be Canadian Prime Rate Borrowings (in the case of Canadian Dollar denominated amounts)Borrowings. The Applicable Administrative Agent’s or Canadian Administrative Agent’s, as the case may be, authorization to make Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Applicable Administrative Agent’s or the Canadian Administrative Agent’s (as applicable) receipt thereof. At any time that the making of such there is sufficient: (I) U.S. Revolving Loan would not violate the Revolving Exposure Limitations Availability and the conditions precedent set forth in Section 4.02 4.2 have been satisfied, the Administrative Agent may request the U.S. Revolving Lenders to make a U.S. Revolving Loan in Dollars to repay a U.S. Protective Advance; and (II) Canadian Availability and the conditions precedent set forth in Section 4.2 have been satisfied, the Canadian Administrative Agent may request the Canadian Lenders to make a Canadian Revolving Loan, in the currency in which the applicable Canadian Protective Advance was denominated, to repay a Canadian Protective Advance. At any other time the Administrative Agent or Canadian Administrative Agent (as applicable) may require the U.S. Revolving Lenders to fund fund, in Dollars the currency in which the applicable Protective Advance was denominated, their risk participations described in Section 2.04(b2.4(b). At any time the making of such Multicurrency Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Multicurrency Administrative Agent may request the Multicurrency Revolving Lenders to make a Multicurrency Revolving Loan in the currency in which any Multicurrency Protective Advance is denominated to repay such Multicurrency Protective Advance. At any other time the Multicurrency Administrative Agent may require the Multicurrency Revolving Lenders to fund their risk participations described in Section 2.04(b) in any Multicurrency Protective Advance in the currency in which such Multicurrency Protective Advance is denominated.

Protective Advances. (a1) Subject to the limitations set forth below, each of the Applicable Administrative Agent and the Canadian Administrative Agent, as applicable, is authorized by the Borrowers and the Lenders, from time to time in the Applicable Administrative Agent’s or the Canadian Administrative Agent’s, as the case may be, sole discretion (but but, in either case, shall have absolutely no obligationobligation to), to make (i) in the case of the Administrative Agent, Loans to the U.S. Borrower Borrowers in Dollars dollars, on behalf of the U.S. Revolving Lenders (each such Loan, a “U.S. Protective Advance”) ), or (ii) in the case of the Multicurrency Canadian Administrative Agent, Loans to either of the Canadian Borrowers in Canadian Dollars or Dollars dollars, on behalf of the Multicurrency Revolving Canadian Lenders (each such Loan, a “Multicurrency Canadian Protective Advance”) ), which the Applicable Administrative Agent or Canadian Administrative Agent, as applicable, in its Permitted Discretion, 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 or required to be paid by the applicable Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents; provided that that, (x) the aggregate amount of U.S. Protective Advances outstanding at any time shall not exceed $15,000,000 and (y) the aggregate amount of Canadian Protective Advances outstanding at any time shall not exceed $15,000,000; provided further that, (1) the aggregate amount of outstanding U.S. Protective Advances shall not, at any time, exceed $50,000,000; provided further that in favor of the U.S. Borrowers plus the aggregate amount of outstanding U.S. Protective Advances plus the U.S. Revolving Exposure shall not exceed (I) the aggregate U.S. Commitments; Commitments minus (II) the sum of (X) the Priority Payables Reserve, (Y) the Rent Reserve and (Z) the Wage Earner Protection Act Reserve, (2) the aggregate Dollar Amount of outstanding Multicurrency Protective Advances shall not, at any time, exceed $5,000,000; provided further that the aggregate amount of outstanding Multicurrency Canadian Protective Advances in favor of the Canadian Borrowers plus the Multicurrency aggregate Canadian Revolving Exposure shall not exceed the (I) aggregate Multicurrency CommitmentsCanadian Commitments minus (II) the sum of (X) the Priority Payables Reserve, (Y) the Rent Reserve and (Z) the Wage Earner Protection Act Reserve, (3) the aggregate amount of all outstanding Protective Advances plus the Aggregate Revolving Exposure shall not exceed (I) the Aggregate Revolving Commitments minus (II) the sum of (X) the Priority Payables Reserve, (Y) the Rent Reserve and (Z) the Wage Earner Protection Act Reserve, (4) the sum of (I) the aggregate amount of all outstanding Protective Advances plus (II) the aggregate amount of all outstanding Overadvances shall not exceed $60,000,000, and (5) a Protective Advance shall not be made if such Protective Advance would cause the sum of (I) any Lender’s Revolving Exposure plus (II) such Lender’s Applicable Percentage (determined for purposes of this clause (II) in accordance with clause (a) of the definition of Applicable Percentage set forth in Section 1.01) of all outstanding Protective Advances to exceed such Lender’s Revolving Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The (i) U.S. Protective Advances shall be secured by the Liens in favor of the Administrative Agent (for the benefit of the Lender Parties) in and to the applicable Collateral of the U.S. Loan Parties; and shall constitute Obligations hereunder. All (ii) Canadian Protective Advances shall be secured by the Liens in favor of the Administrative Agent (for the benefit of the Canadian Lender Parties) in and to the Collateral of the Loan Parties. All U.S. Protective Advances shall constitute U.S. Obligations and all Canadian Protective Advances shall constitute Canadian Obligations. All U.S. Protective Advances and Canadian Protective Advances denominated in dollars shall be ABR Borrowings (Borrowings, and all Canadian Protective Advances denominated in the case of Dollar denominated amounts) or Canadian Dollars shall be Canadian Prime Rate Borrowings (in the case of Canadian Dollar denominated amounts)Borrowings. The Applicable Administrative Agent’s or Canadian Administrative Agent’s, as the case may be, authorization to make Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Applicable Administrative Agent’s or the Canadian Administrative Agent’s (as applicable) receipt thereof. At any time that the making of such there is sufficient: (I) U.S. Revolving Loan would not violate the Revolving Exposure Limitations Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the U.S. Revolving Lenders to make a U.S. Revolving Loan in Dollars to repay a U.S. Protective Advance. At any other time the Administrative Agent may require the U.S. Revolving Lenders to fund in Dollars their risk participations described in Section 2.04(b). At any time the making of such Multicurrency Revolving Loan would not violate the Revolving Exposure Limitations ; and (II) Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Multicurrency Canadian Administrative Agent may request the Multicurrency Revolving Canadian Lenders to make a Multicurrency Canadian Revolving Loan Loan, in the currency in which any Multicurrency the applicable Canadian Protective Advance is denominated was denominated, to repay such Multicurrency a Canadian Protective Advance. At any other time the Multicurrency Administrative Agent or Canadian Administrative Agent (as applicable) may require the Multicurrency Revolving Lenders to fund fund, in the currency in which the applicable Protective Advance was denominated, their risk participations described in Section 2.04(b) in any Multicurrency Protective Advance in the currency in which such Multicurrency Protective Advance is denominated).

Protective Advances. (a) Subject to the limitations set forth belowThe Agent shall be authorized, the Applicable Administrative Agent is authorized by the Borrowers and the Lendersin its discretion, from at any time to time that any conditions in the Applicable Administrative Agent’s sole discretion (but shall have absolutely no obligation)Section 3.02 are not satisfied, to make (i) in the case of the Administrative Agent, Loans to the U.S. Borrower US Advances in Dollars on behalf of the U.S. Revolving Lenders that are Base Rate Advances (each any such LoanUS Advances made pursuant to this Section 2.01(c), a “U.S. US Protective AdvanceAdvances”) or Canadian Advances that are Base Rate Advances (iiany such Canadian Advances made pursuant to this Section 2.01(c), “Canadian Protective Advances” and, together with the US Protective Advances, the “Protective Advances”) in an aggregate amount not to exceed $30,000,000 at any time outstanding, if the case of the Multicurrency Administrative Agent, Loans to either of the Borrowers in Canadian Dollars or Dollars on behalf of the Multicurrency Revolving Lenders (each Agent reasonably deems such Loan, a “Multicurrency Protective Advance”) which the Applicable Administrative Agent, in its Permitted Discretion, deems Advances necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, collectability or maximize the amount of, repayment of Obligations; provided that no Protective Advance shall continue for more than 90 consecutive days (and no further Protective Advance may be made for at least five consecutive days after the Loans and other Obligations, or (iii) to pay any other amount chargeable to or required to be paid repayment by the applicable Borrower pursuant of any outstanding Protective Advances). Protective Advances shall constitute Obligations secured by the Collateral and shall be entitled to all of the terms benefits of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents; provided that (1) . Immediately upon the aggregate making of a Protective Advance, each applicable Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Agent a risk participation in such Protective Advance in an amount equal to the product of such applicable Lender’s Ratable Share times the amount of outstanding U.S. such Protective Advances Advance. From and after the date, if any, on which any Lender is required to fund its participation in any Protective Advance purchased hereunder, the Agent shall notpromptly distribute to such Lender, at any timesuch Lender’s Ratable Share of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such Protective Advance (and prior to such date, exceed $50,000,000; provided further that all payments on account of the aggregate amount of outstanding U.S. Protective Advances plus the U.S. Revolving Exposure shall not exceed the aggregate U.S. Commitments; and (2) the aggregate Dollar Amount of outstanding Multicurrency Protective Advances shall not, at any time, exceed $5,000,000; provided further that the aggregate amount of outstanding Multicurrency Protective Advances plus the Multicurrency Revolving Exposure shall not exceed the aggregate Multicurrency Commitments. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Protective Advances shall be secured payable to Agent solely for its own account). The Supermajority Lenders may at any time revoke the Agent’s authority to make further Protective Advances by written notice to the Liens in favor Agent. Absent such revocation, the Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. In no event shall Protective Advances cause the aggregate outstanding amount of the Administrative Agent in and Advances of any Lender, plus such Lender’s Ratable Share of the outstanding amount of all Letter of Credit Obligations to the applicable Collateral and shall constitute Obligations hereunderexceed such Lender’s Revolving Credit Commitment. All Protective Advances shall be ABR Borrowings (in the case of Dollar denominated amounts) or Canadian Prime Rate Borrowings (in the case of Canadian Dollar denominated amounts). The Applicable Administrative Agent’s authorization to make Protective Advances may be revoked at any time payable by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Applicable Administrative Agent’s receipt thereof. At any time that the making of such U.S. Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the U.S. Revolving Lenders to make a U.S. Revolving Loan in Dollars to repay a U.S. Protective Advance. At any other time the Administrative Agent may require the U.S. Revolving Lenders to fund in Dollars their risk participations described in Section 2.04(b). At any time the making of such Multicurrency Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Multicurrency Administrative Agent may request the Multicurrency Revolving Lenders to make a Multicurrency Revolving Loan in the currency in which any Multicurrency Protective Advance is denominated to repay such Multicurrency Protective Advance. At any other time the Multicurrency Administrative Agent may require the Multicurrency Revolving Lenders to fund their risk participations described in Section 2.04(b) in any Multicurrency Protective Advance in the currency in which such Multicurrency Protective Advance is denominatedBorrowers on demand.

Protective Advances. (a) Subject to the limitations set forth below, the The Applicable Administrative Agent is shall be authorized by the Borrowers and the Lenders, from time to time in its sole and absolute discretion, at any time that a Default or Event of Default exists or any of the Applicable Administrative Agent’s sole discretion (but shall conditions precedent set forth in Section 6 hereof have absolutely no obligation)not been satisfied, and without regard to the aggregate Borrower Group Commitments, to make (i) in the case of the Administrative Agent, U.S. Base Rate Loans to the U.S. Borrower in Dollars Borrowers or Canadian Prime Rate Loans to Canadian Borrowers (“Protective Advances”) on behalf of the applicable Lenders in an aggregate amount outstanding at any time not to exceed $15,000,000 for the U.S. Revolving Lenders (each such LoanBorrower Group and the Canadian Borrowing Group, a “U.S. Protective Advance”) or (ii) but not in the case excess of the Multicurrency Administrative Agent, Loans to either aggregate of the Borrowers in Canadian Dollars or Dollars on behalf Commitments minus the LC Obligations for such Borrower Group, to the extent that the Applicable Agent deems the funding of the Multicurrency Revolving Lenders (each such Loan, a “Multicurrency Protective Advance”) which the Applicable Administrative Agent, in its Permitted Discretion, deems Advances to be necessary or desirable (i) to preserve or protect the Collateral, Collateral or any portion thereof, (ii) to enhance the likelihood of, of or maximize the amount of, of repayment of the Loans and other Obligations, Obligations or (iii) to pay any other amount chargeable to or required to be paid by the applicable Borrower Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, feesfees and expenses, and expenses as described in Section 9.03) and other sums payable under the Loan Documents; provided that (1) the aggregate amount all of outstanding which U.S. Protective Advances shall not, at any time, exceed $50,000,000; provided further that the aggregate amount of outstanding U.S. Protective Advances plus the U.S. Revolving Exposure shall not exceed the aggregate U.S. Commitments; and (2) the aggregate Dollar Amount of outstanding Multicurrency Protective Advances shall not, at any time, exceed $5,000,000; provided further that the aggregate amount of outstanding Multicurrency Protective Advances plus the Multicurrency Revolving Exposure shall not exceed the aggregate Multicurrency Commitments. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the Administrative Agent in and to the applicable Collateral and shall constitute Obligations hereunder. All Protective Advances shall be ABR Borrowings (in the case of Dollar denominated amounts) Base Rate Loans or Canadian Prime Rate Borrowings (in Loans, as applicable, advanced by the case Applicable Agent shall be deemed part of Canadian Dollar denominated amounts). The the Obligations and secured by the Collateral, shall be treated as Swingline Loans and shall be settled and paid by Borrowers and Lenders as provided herein for Swingline Loans; provided, however, that the Required Borrower Group Lenders may at any time revoke the Applicable Administrative Agent’s authorization to make Protective Advances may be revoked at any time such Loans by written notice to the Required Lenders. Any such revocation must be in writing and Applicable Agent, which shall become effective prospectively upon and after the Applicable Administrative Agent’s receipt thereof. At any time that The provisions of this Section 2.1.8 shall be in addition to the making provisions of such U.S. Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the U.S. Revolving Lenders to make a U.S. Revolving Loan in Dollars to repay a U.S. Protective Advance. At any other time the Administrative Agent may require the U.S. Revolving Lenders to fund in Dollars their risk participations described in Section 2.04(b). At any time the making of such Multicurrency Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Multicurrency Administrative Agent may request the Multicurrency Revolving Lenders to make a Multicurrency Revolving Loan in the currency in which any Multicurrency Protective Advance is denominated to repay such Multicurrency Protective Advance. At any other time the Multicurrency Administrative Agent may require the Multicurrency Revolving Lenders to fund their risk participations described in Section 2.04(b) in any Multicurrency Protective Advance in the currency in which such Multicurrency Protective Advance is denominated14.1.4 hereof.

Protective Advances. (a) Subject to the limitations set forth below, the Applicable Administrative Agent is authorized by the Borrowers Company, the Canadian Borrower and the Lenders, from time to time in the Applicable Administrative Agent’s sole discretion (but shall have absolutely no obligationobligation to), to make (i) in the case of the Administrative Agent, Domestic Revolving Loans to the U.S. Borrower in Dollars Company, on behalf of all Domestic Revolving Lenders, or direct the U.S. Canadian Agent to make Canadian Revolving Lenders (each such Loan, a “U.S. Protective Advance”) or (ii) in the case of the Multicurrency Administrative Agent, Loans to either of the Borrowers in Canadian Dollars or Dollars Borrower, on behalf of the Multicurrency all Canadian Revolving Lenders (each such LoanLenders, a “Multicurrency Protective Advance”) which the Applicable Administrative 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 the applicable such Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan DocumentsDocuments (any of such Loans to the Company are herein referred to as “Domestic Protective Advances” and any of such Loans to the Canadian Borrower are hereafter referred to as “Canadian Protective Advances”); provided that that, the aggregate amount of Protective Advances outstanding at any time shall not at any time exceed the Dollar Equivalent of $5,000,000; provided further that, (1A) the Dollar Equivalent of the aggregate amount of outstanding U.S. Protective Advances shall not, at any time, exceed $50,000,000; provided further that the aggregate amount of outstanding U.S. Protective Advances plus the U.S. Dollar Equivalent of the aggregate Revolving Exposure shall not exceed the aggregate U.S. Revolving Commitments; and , (2B) the aggregate Dollar Amount of outstanding Multicurrency Protective Advances shall not, at any time, exceed $5,000,000; provided further that the aggregate amount of outstanding Multicurrency Domestic Protective Advances plus the Multicurrency aggregate Domestic Revolving Exposure shall not exceed the aggregate Multicurrency CommitmentsDomestic Revolving Commitment minus the aggregate Ex-Im Exposure and minus the Dollar Equivalent of the aggregate Canadian Revolving Exposure, (C) the Dollar Equivalent of the aggregate amount of outstanding Canadian Protective Advances plus the Dollar Equivalent of the aggregate Canadian Revolving Exposure shall not exceed the aggregate Canadian Revolving Commitment and (D) no Lender’s Credit Exposure shall exceed such Lender’s aggregate Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 (other than clause (c) thereof) have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the Administrative Agent Agents in and to the applicable Collateral as otherwise provided herein and shall constitute Obligations hereunder. All Canadian Protective Advances shall be ABR CP Borrowings (in the case of Dollar denominated amounts) or Canadian Prime Rate USBR Borrowings (in the case of Canadian Dollar denominated amounts)and all Domestic Protective Advances shall be CBFR Borrowings. The Applicable Administrative Agent’s authorization to make Domestic Protective Advances and to direct the Canadian Agent to make Canadian Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Applicable Administrative Agent’s receipt thereof. At any time that the making of such U.S. Revolving Loan would not violate the Revolving Exposure Limitations there is sufficient Domestic Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the U.S. Domestic Revolving Lenders to make a U.S. Domestic Revolving Loan in Dollars to repay a U.S. Domestic Protective Advance. At any other time the Administrative Agent may require the U.S. Revolving Lenders to fund in Dollars their risk participations described in Section 2.04(b). At any time the making of such Multicurrency Revolving Loan would not violate the Revolving Exposure Limitations that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Multicurrency Administrative Agent may request the Multicurrency Canadian Revolving Lenders to make a Multicurrency Canadian Revolving Loan in the currency in which any Multicurrency Protective Advance is denominated to repay such Multicurrency a Canadian Protective Advance. At any other time the Multicurrency Administrative Agent may require the Multicurrency Revolving Lenders to fund their risk participations described in Section 2.04(b) in any Multicurrency Protective Advance in the currency in which such Multicurrency Protective Advance is denominated).

Protective Advances. (a) 53. Subject to the limitations set forth belowbelow (and notwithstanding anything to the contrary in Section 4.02), the Applicable Administrative Agent is authorized by the Borrowers each Borrower and the Lenders, each Lender from time to time in the Applicable Administrative Agent’s its sole discretion (but shall have absolutely no obligationwithout any obligation to do so) to make Initial Revolving Loans (any such Initial Revolving Loan made pursuant to this Section 2.06(a), a “Protective Advance”) to make (i) in the case of the Administrative Agent, Loans to the U.S. any North American Borrower in Dollars on behalf of the U.S. Initial Revolving Lenders (each such Loanat any time that any condition precedent set forth in Section 4.02 has not been satisfied or waived, a “U.S. Protective Advance”) or (ii) in the case of the Multicurrency Administrative Agent, Loans to either of the Borrowers in Canadian Dollars or Dollars on behalf of the Multicurrency Revolving Lenders (each such Loan, a “Multicurrency Protective Advance”) which the Applicable Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral, relevant Collateral or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the relevant Revolving Loans and other Obligations, relevant Secured Obligations or (iii) to pay any other amount chargeable to or required to be paid by the applicable relevant Borrower or any other Loan Party pursuant to the terms of this AgreementAgreement or any other Loan Document, including payments any payment of any reimbursable expenses expense (including costs, fees, and expenses as any expense described in Section 9.03) and any other sums amount that, in each case is then due and payable under any Loan Document and not the subject of a good faith dispute by the relevant North American Loan Documents; provided that Party. All Protective Advances denominated in Dollars to the US Borrower shall be ABR Borrowings or Canadian Base Rate Borrowings, as applicable, and all Protective Advances denominated in Canadian Dollars to the Canadian Borrower shall be Canadian Prime Rate Borrowings. No Protective Advance may be made if, after giving effect thereto, (1i) the aggregate amount of outstanding U.S. Protective Advances shall notand Overadvances would exceed 10% of the North American Borrowing Base, at any time, exceed $50,000,000; provided further that (ii) the aggregate amount of outstanding U.S. Protective Advances plus the U.S. Total Revolving Credit Exposure shall not would exceed the aggregate U.S. Commitments; and Aggregate Commitment, (2iii) the aggregate Dollar Amount Initial Revolving Credit Exposure of outstanding Multicurrency Protective Advances shall not, at any time, exceed $5,000,000; provided further that the aggregate amount of outstanding Multicurrency Protective Advances plus the Multicurrency Revolving Exposure shall not all Lenders would exceed the aggregate Multicurrency Commitments. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the Administrative Agent in and to the applicable Collateral and shall constitute Obligations hereunder. All Protective Advances shall be ABR Borrowings Aggregate North American Commitment, (in the case of Dollar denominated amountsiv) or Canadian Prime Rate Borrowings (in the case of Canadian Dollar denominated amounts). The Applicable Administrative Agentany Initial Revolving Lender’s authorization to make Protective Advances may be revoked at any time by the Required Lenders. Any Initial Revolving Credit Exposure would exceed such revocation must be in writing and shall become effective prospectively upon the Applicable Administrative AgentInitial Revolving Lender’s receipt thereof. At any time that the making of such U.S. Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the U.S. Revolving Lenders to make a U.S. Revolving Loan in Dollars to repay a U.S. Protective Advance. At any other time the Administrative Agent may require the U.S. Revolving Lenders to fund in Dollars their risk participations described in Section 2.04(b). At any time the making of such Multicurrency Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Multicurrency Administrative Agent may request the Multicurrency Revolving Lenders to make a Multicurrency Revolving Loan in the currency in which any Multicurrency Protective Advance is denominated to repay such Multicurrency Protective Advance. At any other time the Multicurrency Administrative Agent may require the Multicurrency Revolving Lenders to fund their risk participations described in Section 2.04(b) in any Multicurrency Protective Advance in the currency in which such Multicurrency Protective Advance is denominatedInitial Commitment.

Protective Advances. (a) Subject to the limitations set forth belowbelow (and notwithstanding anything to the contrary in Section 4.02), the Applicable Administrative Agent is authorized by the Borrowers each Borrower and the Lenders, each Lender from time to time in the Applicable Administrative Agent’s its sole discretion (but shall have absolutely no obligationwithout any obligation to do so) to make Initial Revolving Loans (any such Initial Revolving Loan made pursuant to this Section 2.06(a), a “Protective Advance”) to make (i) in the case of the Administrative Agent, Loans to the U.S. any North American Borrower in Dollars on behalf of the U.S. Initial Revolving Lenders (each such Loanat any time that any condition precedent set forth in Section 4.02 has not been satisfied or waived, a “U.S. Protective Advance”) or (ii) in the case of the Multicurrency Administrative Agent, Loans to either of the Borrowers in Canadian Dollars or Dollars on behalf of the Multicurrency Revolving Lenders (each such Loan, a “Multicurrency Protective Advance”) which the Applicable Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral, relevant Collateral or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the relevant Revolving Loans and other Obligations, relevant Secured Obligations or (iii) to pay any other amount chargeable to or required to be paid by the applicable relevant Borrower or any other Loan Party pursuant to the terms of this AgreementAgreement or any other Loan Document, including payments any payment of any reimbursable expenses expense (including costs, fees, and expenses as any expense described in Section 9.03) and any other sums amount that, in each case is then due and payable under any Loan Document and not the subject of a good faith dispute by the relevant North American Loan Documents; provided that Party. All Protective Advances denominated in Dollars to the US Borrower shall be ABR Borrowings or Canadian Base Rate Borrowings, as applicable, and all Protective Advances denominated in Canadian Dollars to the Canadian Borrower shall be Canadian Prime Rate Borrowings. No Protective Advance may be made if, after giving effect thereto, (1i) the aggregate amount of outstanding U.S. Protective Advances shall notand Overadvances would exceed 10% of the North American Borrowing Base, at any time, exceed $50,000,000; provided further that (ii) the aggregate amount of outstanding U.S. Protective Advances plus the U.S. Total Revolving Credit Exposure shall not would exceed the aggregate U.S. Commitments; and Aggregate Commitment, (2iii) the aggregate Dollar Amount Initial Revolving Credit Exposure of outstanding Multicurrency Protective Advances shall not, at any time, exceed $5,000,000; provided further that the aggregate amount of outstanding Multicurrency Protective Advances plus the Multicurrency Revolving Exposure shall not all Lenders would exceed the aggregate Multicurrency Commitments. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the Administrative Agent in and to the applicable Collateral and shall constitute Obligations hereunder. All Protective Advances shall be ABR Borrowings Aggregate North American Commitment, (in the case of Dollar denominated amountsiv) or Canadian Prime Rate Borrowings (in the case of Canadian Dollar denominated amounts). The Applicable Administrative Agentany Initial Revolving Lender’s authorization to make Protective Advances may be revoked at any time by the Required Lenders. Any Initial Revolving Credit Exposure would exceed such revocation must be in writing and shall become effective prospectively upon the Applicable Administrative AgentInitial Revolving Lender’s receipt thereof. At any time that the making of such U.S. Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the U.S. Revolving Lenders to make a U.S. Revolving Loan in Dollars to repay a U.S. Protective Advance. At any other time the Administrative Agent may require the U.S. Revolving Lenders to fund in Dollars their risk participations described in Section 2.04(b). At any time the making of such Multicurrency Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Multicurrency Administrative Agent may request the Multicurrency Revolving Lenders to make a Multicurrency Revolving Loan in the currency in which any Multicurrency Protective Advance is denominated to repay such Multicurrency Protective Advance. At any other time the Multicurrency Administrative Agent may require the Multicurrency Revolving Lenders to fund their risk participations described in Section 2.04(b) in any Multicurrency Protective Advance in the currency in which such Multicurrency Protective Advance is denominatedInitial Commitment.

Protective Advances. (a) Subject to the limitations set forth below, the Applicable Administrative Agent is authorized by the US Borrowers and the US Lenders, from time to time in the Applicable Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make (i) in the case of the Administrative Agent, Loans to the U.S. Borrower in Dollars US Borrowers, on behalf of the U.S. Revolving Lenders (each such Loanall Lenders, a “U.S. Protective Advance”) or (ii) in the case of the Multicurrency Administrative Agent, Loans to either of the Borrowers in Canadian Dollars or Dollars on behalf of the Multicurrency Revolving Lenders (each such Loan, a “Multicurrency Protective Advance”) which the Applicable Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the CollateralCollateral owned by the US Loan Parties, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the US Loans and other ObligationsObligations of the US Borrowers, or (iii) to pay any other amount chargeable to or required to be paid by the applicable Borrower US Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.039.3) and other sums payable under the Loan DocumentsDocuments (any of such Loans are herein referred to as “US Protective Advances”); provided that (1) that, the aggregate amount of US Protective Advances outstanding at any time shall not at any time exceed $15,000,000; provided further that, the aggregate amount of outstanding U.S. Protective Advances shall not, at any time, exceed $50,000,000; provided further that the aggregate amount of outstanding U.S. US Protective Advances plus the U.S. aggregate US Revolving Exposure shall not exceed the aggregate U.S. Commitments; and (2) the aggregate Dollar Amount of outstanding Multicurrency Protective Advances shall not, at any time, exceed $5,000,000; provided further that the aggregate amount of outstanding Multicurrency Protective Advances plus the Multicurrency US Revolving Exposure shall not exceed the aggregate Multicurrency Commitments. US Protective Advances may be made even if the conditions precedent set forth in Section 4.02 4.2 have not been satisfied. The US Protective Advances shall be secured by the Liens in favor of the Administrative US Collateral Agent in and to the applicable Collateral and shall constitute US Secured Obligations hereunder. All US Protective Advances shall be ABR Borrowings (in the case of Dollar denominated amounts) or Canadian Prime Rate Borrowings (in the case of Canadian Dollar denominated amounts)Borrowings. The Applicable Administrative Agent’s authorization to make US Protective Advances may be revoked at any time by the Required Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Applicable Administrative Agent’s receipt thereof. At any time that the making of such U.S. Revolving Loan would not violate the Revolving Exposure Limitations there is sufficient US Availability and the conditions precedent set forth in Section 4.02 4.2 have been satisfied, the Administrative Agent may request the U.S. US Revolving Lenders to make a U.S. US Revolving Loan in Dollars to repay a U.S. US Protective Advance. At any other time the Administrative Agent may require the U.S. Revolving Lenders to fund in Dollars their risk participations described in Section 2.04(b). At any time the making of such Multicurrency Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Multicurrency Administrative Agent may request the Multicurrency Revolving Lenders to make a Multicurrency Revolving Loan in the currency in which any Multicurrency Protective Advance is denominated to repay such Multicurrency Protective Advance. At any other time the Multicurrency Administrative Agent may require the Multicurrency Revolving US Lenders to fund their risk participations described in Section 2.04(b) in any Multicurrency Protective Advance in the currency in which such Multicurrency Protective Advance is denominated4.2(b).

Protective Advances. (a) Subject to the limitations set forth below, after the Applicable Closing Date, the Administrative Agent is authorized by the Borrowers and the Lenders, from time to time in the Applicable Administrative Agent’s sole discretion (but shall have absolutely no obligationobligation to), to make (i) in the case of the Administrative Agent, Loans to the U.S. Borrower in Dollars Borrowers or the Canadian Borrowers, as applicable, on behalf of the U.S. Revolving Lenders (each such Loanall Lenders, a “U.S. Protective Advance”) or (ii) in the case of the Multicurrency Administrative Agent, Loans to either of the Borrowers in Canadian Dollars or Dollars on behalf of the Multicurrency Revolving Lenders (each such Loan, a “Multicurrency Protective Advance”) which the Applicable Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the applicable Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the applicable Loans and other applicable Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the applicable Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan DocumentsDocuments (any of such Loans are herein referred to as “Protective Advances”); provided that (1i) the aggregate principal amount of outstanding U.S. Protective Advances shall not, at any time, exceed $50,000,000(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 the aggregate amount of outstanding U.S. no Protective Advances plus the U.S. Advance shall be made if after giving effect thereto, any Lender’s Revolving Exposure shall not exceed the aggregate U.S. Commitments; and (2) the aggregate Dollar Amount of outstanding Multicurrency Protective Advances shall not, at any time, exceed $5,000,000; provided further that the aggregate amount of outstanding Multicurrency Protective Advances plus the Multicurrency Revolving Exposure shall not exceed the aggregate Multicurrency Commitmentssuch Lender’s Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Subject to Section 9.21, the Protective Advances shall be secured by the Liens in favor of the Administrative Agent in and to the applicable Collateral and shall constitute U.S. Obligations or Canadian Obligations, as applicable, hereunder. All Protective Advances shall be in U.S. Dollars and ABR Borrowings (in the case of Dollar denominated amounts) or Canadian Prime Rate Borrowings (in the case of Canadian Dollar denominated amounts)Borrowings. The Applicable Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Applicable Administrative Agent’s receipt thereof. At any time that the making of such U.S. Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the U.S. Revolving Lenders to make a U.S. Revolving Loan in Dollars to repay a U.S. Protective Advance. At any other time the Administrative Agent may require the U.S. Revolving Lenders to fund in Dollars their risk participations described in Section 2.04(b). At any time the making of such Multicurrency Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Multicurrency Administrative Agent may request the Multicurrency Revolving Lenders to make a Multicurrency Revolving Loan in the currency in which any Multicurrency Protective Advance is denominated to repay such Multicurrency Protective Advance. At any other time the Multicurrency Administrative Agent may require the Multicurrency Revolving Lenders to fund their risk participations described in Section 2.04(b) in any Multicurrency Protective Advance in the currency in which such Multicurrency Protective Advance is denominated).

Protective Advances. (a) Subject to the limitations set forth below, each of the Applicable Administrative Agent and the Canadian Administrative Agent, as applicable, is authorized by the Borrowers and the Lenders, from time to time in the Applicable Administrative Agent’s or the Canadian Administrative Agent’s, as the case may be, sole discretion (but but, in either case, shall have absolutely no obligationobligation to), to make (i) in the case of the Administrative Agent, Loans to the U.S. Borrower Borrowers in Dollars dollars, on behalf of the U.S. Revolving Lenders (each such Loan, a “U.S. Protective Advance”) ), or (ii) in the case of the Multicurrency Canadian Administrative Agent, Loans to either of the Borrowers Canadian Borrower in Canadian Dollars or Dollars dollars, on behalf of the Multicurrency Revolving Canadian Lenders (each such Loan, a “Multicurrency Canadian Protective Advance”) ), which the Applicable Administrative Agent or Canadian Administrative Agent, as applicable, in its Permitted Discretion, 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 or required to be paid by the applicable Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents; provided that that, (x) the aggregate amount of U.S. Protective Advances outstanding at any time shall not exceed $10,000,000 and (y) the aggregate amount of Canadian Protective Advances outstanding at any time shall not exceed $10,000,000; provided further that, (1) the aggregate amount of outstanding U.S. Protective Advances shall not, at any time, exceed $50,000,000; provided further that in favor of the U.S. Borrowers plus the aggregate amount of outstanding U.S. Protective Advances plus the U.S. Revolving Exposure shall not exceed (I) the aggregate U.S. Commitments; Commitments minus (II) the sum of (X) the Priority Payables Reserve, (Y) the Rent Reserve and (Z) the Wage Earner Protection Act Reserve, (2) the aggregate Dollar Amount of outstanding Multicurrency Protective Advances shall not, at any time, exceed $5,000,000; provided further that the aggregate amount of outstanding Multicurrency Canadian Protective Advances in favor of the Canadian Borrower plus the Multicurrency aggregate Canadian Revolving Exposure shall not exceed the (I) aggregate Multicurrency CommitmentsCanadian Commitments minus (II) the sum of (X) the Priority Payables Reserve, (Y) the Rent Reserve and (Z) the Wage Earner Protection Act Reserve, (3) the aggregate amount of all outstanding Protective Advances plus the Aggregate Revolving Exposure shall not exceed (I) the Aggregate Revolving Commitments minus (II) the sum of (X) the Priority Payables Reserve, (Y) the Rent Reserve and (Z) the Wage Earner Protection Act Reserve, (4) the sum of (I) the aggregate amount of all outstanding Protective Advances plus (II) the aggregate amount of all outstanding Overadvances shall not exceed $40,000,000, and (5) a Protective Advance shall not be made if such Protective Advance would cause the sum of (I) any Lender’s Revolving Exposure plus (II) such Lender’s Applicable Percentage (determined for purposes of this clause (II) in accordance with clause (a) of the definition of Applicable Percentage set forth in Section 1.01) of all outstanding Protective Advances to exceed such Lender’s Revolving Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The (i) U.S. Protective Advances shall be secured by the Liens in favor of the Administrative Agent (for the benefit of the Lender Parties) in and to the applicable Collateral of the U.S. Loan Parties; and shall constitute Obligations hereunder. All (ii) Canadian Protective Advances shall be secured by the Liens in favor of the Administrative Agent (for the benefit of the Canadian Lender Parties) in and to the Collateral of the Loan Parties. All U.S. Protective Advances shall constitute U.S. Obligations and all Canadian Protective Advances shall constitute Canadian Obligations. All U.S. Protective Advances and Canadian Protective Advances denominated in dollars shall be ABR Borrowings (Borrowings, and all Canadian Protective Advances denominated in the case of Dollar denominated amounts) or Canadian Dollars shall be Canadian Prime Rate Borrowings (in the case of Canadian Dollar denominated amounts)Borrowings. The Applicable Administrative Agent’s or Canadian Administrative Agent’s, as the case may be, authorization to make Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Applicable Administrative Agent’s or the Canadian Administrative Agent’s (as applicable) receipt thereof. At any time that the making of such there is sufficient: (I) U.S. Revolving Loan would not violate the Revolving Exposure Limitations Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the U.S. Revolving Lenders to make a U.S. Revolving Loan in Dollars to repay a U.S. Protective Advance. At any other time the Administrative Agent may require the U.S. Revolving Lenders to fund in Dollars their risk participations described in Section 2.04(b). At any time the making of such Multicurrency Revolving Loan would not violate the Revolving Exposure Limitations ; and (II) Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Multicurrency Canadian Administrative Agent may request the Multicurrency Revolving Canadian Lenders to make a Multicurrency Canadian Revolving Loan Loan, in the currency in which any Multicurrency the applicable Canadian Protective Advance is denominated was denominated, to repay such Multicurrency a Canadian Protective Advance. At any other time the Multicurrency Administrative Agent or Canadian Administrative Agent (as applicable) may require the Multicurrency Revolving Lenders to fund fund, in the currency in which the applicable Protective Advance was denominated, their risk participations described in Section 2.04(b) in any Multicurrency Protective Advance in the currency in which such Multicurrency Protective Advance is denominated).

Protective Advances. The Administrative Agent shall be authorized, in its discretion, at any time that any conditions in Section 4.02 are not satisfied, to make U.S. Revolving Credit Loans (any such U.S. Revolving Credit Loans made pursuant to this Section 2.01(g), “U.S. Protective Advances”) or to cause to be made through Bank of America-Canada Branch as its sub-agent Canadian Revolving Credit Loans (any such Canadian Revolving Credit Loans made pursuant to this Section 2.01(g), “Canadian Protective Advances” and, together with the U.S. Protective Advances, the “Protective Advances”) (a) Subject up to the limitations set forth belowan aggregate amount, when taken together with all U.S. Overadvances and all Canadian Overadvances, the Applicable lesser of (x) $25,000,000 and (y) 10% of the Total Borrowing Base outstanding at any time, if the Administrative Agent is authorized by the Borrowers and the Lenders, from time to time in the Applicable Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make (i) in the case of the Administrative Agent, reasonably deems such Loans to the U.S. Borrower in Dollars on behalf of the U.S. Revolving Lenders (each such Loan, a “U.S. Protective Advance”) or (ii) in the case of the Multicurrency Administrative Agent, Loans to either of the Borrowers in Canadian Dollars or Dollars on behalf of the Multicurrency Revolving Lenders (each such Loan, a “Multicurrency Protective Advance”) which the Applicable Administrative 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, collectibility or maximize the amount of, repayment of the Loans and other Obligations, ; or (iiib) to pay any other amount amounts chargeable to or required to be paid by the applicable Borrower pursuant to the terms of this AgreementLoan Parties under any Loan Documents, including payments of reimbursable expenses (including costs, fees, fees and expenses as described in Section 9.03) expenses. Protective Advances shall constitute Obligations secured by the Collateral and other sums payable under shall be entitled to all of the benefits of the Loan Documents; provided that (1) . Immediately upon the aggregate amount making of outstanding U.S. a Protective Advances shall notAdvance, at any time, exceed $50,000,000; provided further that the aggregate amount of outstanding U.S. Protective Advances plus the U.S. Revolving Exposure shall not exceed the aggregate U.S. Commitments; and (2) the aggregate Dollar Amount of outstanding Multicurrency Protective Advances shall not, at any time, exceed $5,000,000; provided further that the aggregate amount of outstanding Multicurrency Protective Advances plus the Multicurrency Revolving Exposure shall not exceed the aggregate Multicurrency Commitments. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Protective Advances each applicable Appropriate Lender shall be secured by the Liens in favor of deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Administrative Agent a risk participation in and such Protective Advance in an amount equal to the product of such applicable Collateral and shall constitute Obligations hereunder. All Revolving Credit Lender’s Applicable Percentage times the amount of such Protective Advances shall be ABR Borrowings (in the case of Dollar denominated amounts) or Canadian Prime Rate Borrowings (in the case of Canadian Dollar denominated amounts)Advance. The Applicable Supermajority Lenders may at any time revoke the Administrative Agent’s authorization authority to make further Protective Advances may be revoked at any time by written notice to the Required LendersAdministrative Agent. Any Absent such revocation must be in writing and shall become effective prospectively upon revocation, the Applicable Administrative Agent’s receipt thereof. At any time determination that the making funding of such U.S. Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the U.S. Revolving Lenders to make a U.S. Revolving Loan in Dollars to repay a U.S. Protective Advance. At any other time the Administrative Agent may require the U.S. Revolving Lenders to fund in Dollars their risk participations described in Section 2.04(b). At any time the making of such Multicurrency Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Multicurrency Administrative Agent may request the Multicurrency Revolving Lenders to make a Multicurrency Revolving Loan in the currency in which any Multicurrency Protective Advance is denominated appropriate shall be conclusive. In no event shall Protective Advances cause the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans to repay exceed such Multicurrency Protective Advance. At any other time the Multicurrency Administrative Agent may require the Multicurrency Revolving Lenders to fund their risk participations described in Section 2.04(b) in any Multicurrency Protective Advance in the currency in which such Multicurrency Protective Advance is denominated.Lender’s Commitment

Protective Advances. (a) Subject to the limitations set forth below, the Applicable Administrative Agent or the Canadian Administrative Agent, as applicable, is authorized by the Borrowers and the Lenders, from time to time in the Applicable Administrative Agent’s or the Canadian Administrative Agent’s, as the case may be, sole discretion (but but, in either such case, neither of them shall have absolutely no obligationany obligation to), to make (i) in the case of the Administrative Agent, Loans to the U.S. Borrower in Dollars Borrowers on behalf of the U.S. Revolving Lenders (each such Loan, a “U.S. Protective Advance”) ), or (ii) in the case of the Multicurrency Canadian Administrative Agent, Loans to either of the Borrowers Canadian Borrower in Canadian Dollars or Dollars dollars on behalf of the Multicurrency Revolving Canadian Lenders (each such Loan, a “Multicurrency Canadian Protective Advance”) ), which the Applicable Administrative Agent or Canadian Administrative Agent, as applicable, in its Permitted Discretion, 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 or required to be paid by the applicable Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents; provided, that the aggregate amount of Protective Advances outstanding at any time shall not at any time exceed $30,000,000; provided further, that (1) the aggregate amount of outstanding U.S. Protective Advances shall not, at any time, exceed $50,000,000; provided further that in favor of the U.S. Borrowers plus the aggregate amount of outstanding U.S. Protective Advances plus the U.S. Revolving Exposure shall not exceed the aggregate U.S. Commitments; and Commitment, (2) the aggregate Dollar Amount of outstanding Multicurrency Protective Advances shall not, at any time, exceed $5,000,000; provided further that the aggregate amount of outstanding Multicurrency Protective Advances in favor of the Canadian Borrower plus the Multicurrency aggregate Canadian Revolving Exposure shall not exceed the Canadian Commitment and (3) the aggregate Multicurrency amount of all outstanding Protective Advances plus the sum of the aggregate Revolving Exposures of all the Lenders and the Open Account Aggregate Cap shall not exceed the aggregate Revolving Commitments. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The (i) U.S. Protective Advances shall be secured by the Liens in favor of the Administrative Agent (for the benefit of the Lender Parties) and (ii) the Canadian Protective Advance shall be secured by the Liens in favor of the Administrative Agent (for the benefit of the Canadian Lender Parties) in and to the applicable Collateral and shall constitute Obligations hereunder. All Protective Advances shall be ABR Borrowings of the U.S. Loan Parties (in the case of Dollar denominated amountsthe U.S. Protective Advances) or the Collateral (in the case of the Canadian Prime Rate Borrowings Protective Advances) and shall constitute U.S. Obligations (in the case of U.S. Protective Advances) and Canadian Obligations (in the case of Canadian Dollar denominated amountsProtective Advances). All U.S. Protective Advances and Canadian Protective Advances denominated in dollars shall be ABR Borrowings, and all Canadian Protective Advances denominated in Canadian Dollars shall be Canadian Prime Rate Borrowings. The Applicable Administrative Agent’s or Canadian Administrative Agent’s, as the case may be, authorization to make Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Applicable Administrative Agent’s or the Canadian Administrative Agent’s (as applicable) receipt thereof. At any time that the making of such U.S. Revolving Loan would not violate the Revolving Exposure Limitations there is sufficient Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent Agent, Canadian or Administrative Agent, as applicable, may request the U.S. Revolving Lenders to make a U.S. Revolving Loan Loan, in Dollars the currency in which the applicable Protective Advance was denominated, to repay a U.S. Protective Advance. At any other time the Administrative Agent or Canadian Administrative Agent (as applicable) may require the U.S. Revolving Lenders to fund fund, in Dollars the currency in which the applicable Protective Advance was denominated, their risk participations described in Section 2.04(b). At any time the making of such Multicurrency Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Multicurrency Administrative Agent may request the Multicurrency Revolving Lenders to make a Multicurrency Revolving Loan in the currency in which any Multicurrency Protective Advance is denominated to repay such Multicurrency Protective Advance. At any other time the Multicurrency Administrative Agent may require the Multicurrency Revolving Lenders to fund their risk participations described in Section 2.04(b) in any Multicurrency Protective Advance in the currency in which such Multicurrency Protective Advance is denominated.

Protective Advances. (a) Subject to the limitations set forth below, after the Applicable Closing Date, the Administrative Agent is authorized by the Borrowers and the Lenders, from time to time in the Applicable Administrative Agent’s sole discretion (but shall have absolutely no obligationobligation to), to make (i) in the case of the Administrative Agent, Loans to the U.S. Borrower in Dollars Borrowers on behalf of the U.S. Revolving Lenders (each such Loanall Lenders, a “U.S. Protective Advance”) or (ii) in the case of the Multicurrency Administrative Agent, Loans to either of the Borrowers in Canadian Dollars or Dollars on behalf of the Multicurrency Revolving Lenders (each such Loan, a “Multicurrency Protective Advance”) which the Applicable Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the applicable Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the applicable Loans and other applicable Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the applicable Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan DocumentsDocuments (any of such Loans are herein referred to as “Protective Advances”); provided that (1i) the aggregate principal amount of outstanding U.S. Protective Advances shall not, at any time, exceed $50,000,000(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 the aggregate amount of outstanding U.S. no Protective Advances plus the U.S. Advance shall be made if after giving effect thereto, any Lender’s Revolving Exposure shall not exceed the aggregate U.S. Commitments; and (2) the aggregate Dollar Amount of outstanding Multicurrency Protective Advances shall not, at any time, exceed $5,000,000; provided further that the aggregate amount of outstanding Multicurrency Protective Advances plus the Multicurrency Revolving Exposure shall not exceed the aggregate Multicurrency Commitmentssuch Xxxxxx’s Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the Administrative Agent in and to the applicable Collateral and shall constitute Obligations hereunder. All Protective Advances shall be in U.S. Dollars and ABR Borrowings (in the case of Dollar denominated amounts) or Canadian Prime Rate Borrowings (in the case of Canadian Dollar denominated amounts)Borrowings. The Applicable Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Applicable Administrative Agent’s receipt thereof. At any time that the making of such U.S. Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the U.S. Revolving Lenders to make a U.S. Revolving Loan in Dollars to repay a U.S. Protective Advance. At any other time the Administrative Agent may require the U.S. Revolving Lenders to fund in Dollars their risk participations described in Section 2.04(b). At any time the making of such Multicurrency Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Multicurrency Administrative Agent may request the Multicurrency Revolving Lenders to make a Multicurrency Revolving Loan in the currency in which any Multicurrency Protective Advance is denominated to repay such Multicurrency Protective Advance. At any other time the Multicurrency Administrative Agent may require the Multicurrency Revolving Lenders to fund their risk participations described in Section 2.04(b). (b) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), each Lender shall be deemed, 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 any Multicurrency such Protective Advance in proportion to its Applicable Percentage. From and after the currency date, if any, on which any Lender is required to fund its participation in which such Multicurrency any Protective Advance is denominated.purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective Advance; provided that no Lender holding a Commitment shall be obligated in any event to make Revolving Loans in an amount in excess of its Commitment minus its Applicable Percentage (taking into account any reallocations under Section 2.20) of the LC Exposure of all outstanding Letters of Credit. SECTION 2.05

Protective Advances. (a) Subject to the limitations set forth below, the Applicable Administrative Agent is authorized by the Company, the Canadian Borrower, the European Borrowers and the Lenders, from time to time in the Applicable Administrative Agent’s sole discretion (but shall have absolutely no obligationobligation to), to make (i) in the case of the Administrative Agent, Domestic Revolving Loans to the U.S. Borrower in Dollars Company, on behalf of all Domestic Revolving Lenders, to direct the U.S. Canadian Agent to make Canadian Revolving Lenders (each such Loan, a “U.S. Protective Advance”) or (ii) in the case of the Multicurrency Administrative Agent, Loans to either of the Borrowers in Canadian Dollars or Dollars Borrower, on behalf of all Canadian Revolving Lenders, or, to direct the Multicurrency European Agent to make European Revolving Lenders (each such LoanLoans to the European Borrowers, a “Multicurrency Protective Advance”) on behalf of all European Revolving Lenders, which the Applicable Administrative 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 the applicable such Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan DocumentsDocuments (any of such Loans to the Company are herein referred to as “Domestic Protective Advances”, any of such Loans to the Canadian Borrower are hereafter referred to as “Canadian Protective Advances” and any of such Loans to the European Borrowers are hereafter referred to as “European Protective Advances”); provided that that, the aggregate amount of Protective Advances outstanding at any time shall not at any time exceed the Dollar Equivalent of $10,000,000; provided further that, (1A) the Dollar Equivalent of the aggregate amount of outstanding U.S. Protective Advances shall not, at any time, exceed $50,000,000; provided further that the aggregate amount of outstanding U.S. Protective Advances plus the U.S. Dollar Equivalent of the aggregate Revolving Exposure shall not exceed the aggregate U.S. Revolving Commitments; and , (2B) the aggregate Dollar Amount of outstanding Multicurrency Protective Advances shall not, at any time, exceed $5,000,000; provided further that the aggregate amount of outstanding Multicurrency Domestic Protective Advances plus the Multicurrency aggregate Domestic Revolving Exposure shall not exceed the aggregate Multicurrency CommitmentsDomestic Revolving Commitment minus the Dollar Equivalent of the aggregate Canadian Revolving Exposure and minus the Dollar Equivalent of the aggregate European Revolving Exposure, (C) the Dollar Equivalent of the aggregate amount of outstanding Canadian Protective Advances plus the Dollar Equivalent of the aggregate Canadian Revolving Exposure shall not exceed the aggregate Canadian Revolving Subcommitment, (D) the Dollar Equivalent of the aggregate amount of outstanding European Protective Advances plus the Dollar Equivalent of the aggregate European Revolving Exposure shall not exceed the aggregate European Revolving Subcommitment and (E) no Lender’s Credit Exposure shall exceed such Lender’s aggregate Commitment. Protective Advances may be made even if the conditions precedent set forth in Sections 4.02 (other than clause (c) thereof), 4.03 (other than clause (a) thereof) and Section 4.02 4.04 (other than clause (a) thereof) have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the Administrative Agent Agents in and to the applicable Collateral as otherwise provided herein and shall constitute Obligations hereunder. All Canadian Protective Advances shall be ABR CP Borrowings (in the case of Dollar denominated amounts) or Canadian Prime USBR Borrowings, all Domestic Protective Advances shall be CBFR Borrowings and all European Protective Advances shall be Overnight LIBO Rate Borrowings (in the case of Canadian Dollar denominated amounts)Borrowings. The Applicable Administrative Agent’s authorization to make Domestic Protective Advances, to direct the Canadian Agent to make Canadian Protective Advances and to direct the European Agent to make European Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Applicable Administrative Agent’s receipt thereof. At any time that the making of such U.S. Revolving Loan would not violate the Revolving Exposure Limitations there is sufficient Domestic Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the U.S. Domestic Revolving Lenders to make a U.S. Domestic Revolving Loan in Dollars to repay a U.S. Domestic Protective Advance. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Sections 4.02 and 4.03 have been satisfied, the Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any time that there is sufficient European Availability and the conditions precedent set forth in Sections 4.02 and 4.04 have been satisfied, the Administrative Agent may request the European Revolving Lenders to make a European Revolving Loan to repay a European Protective Advance. At any other time the Administrative Agent may require the U.S. Revolving Lenders to fund in Dollars their risk participations described in Section 2.04(b). At any time the making of such Multicurrency Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Multicurrency Administrative Agent may request the Multicurrency Revolving Lenders to make a Multicurrency Revolving Loan in the currency in which any Multicurrency Protective Advance is denominated to repay such Multicurrency Protective Advance. At any other time the Multicurrency Administrative Agent may require the Multicurrency Revolving Lenders to fund their risk participations described in Section 2.04(b) in any Multicurrency Protective Advance in the currency in which such Multicurrency Protective Advance is denominated).

Protective Advances. (a) Subject to the limitations set forth below, the Applicable Administrative Agent is authorized by the Borrowers and the Lenders, from time to time in the Applicable Administrative Agent’s 's sole discretion (but shall have absolutely no obligationobligation to), to make (i) in the case of the Administrative Agent, Loans to the U.S. Borrower in Dollars Borrower, on behalf of all U.S. Revolving Lenders, or to make Loans to the Canadian Borrower, on behalf of the U.S. Revolving Lenders (each such LoanCanadian Lenders, a “U.S. Protective Advance”) or (ii) in the case of the Multicurrency Administrative Agent, Loans to either of the Borrowers in Canadian Dollars or Dollars on behalf of the Multicurrency Revolving Lenders (each such Loan, a “Multicurrency Protective Advance”) which the Applicable Administrative 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 the applicable Borrower 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 9.03) and other sums payable under the Loan DocumentsDocuments (any of such Loans are herein referred to as "Protective Advances"), provided that at no time shall such Protective Advances cause (A) the Aggregate Credit Exposure to exceed the Aggregate Commitments, (B) the aggregate U.S. Credit Exposure to exceed the aggregate U.S. Revolving Commitments or (C) the aggregate Canadian Credit Exposure to exceed the aggregate Canadian Revolving Subfacility Commitments; provided that (1) further that, the aggregate amount of outstanding U.S. Protective Advances shall not, outstanding at any time, which were made pursuant to clauses (i) and (ii) above, shall not at any time exceed $50,000,000; provided further that the aggregate amount of outstanding U.S. Protective Advances plus the U.S. Revolving Exposure shall not exceed the aggregate U.S. Commitments; and (2) the aggregate Dollar Amount of outstanding Multicurrency Protective Advances shall not, at any time, exceed $5,000,000; provided further that the aggregate amount of outstanding Multicurrency Protective Advances plus the Multicurrency Revolving Exposure shall not exceed the aggregate Multicurrency Commitments17,500,000. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Protective Advances made to the Canadian Borrower on behalf of the Canadian Lenders shall be secured by the Liens in favor of the Administrative Collateral Agent in and to the applicable Collateral and shall constitute Canadian Obligations hereunder, and the Protective Advances made to the U.S. Borrower on behalf of the U.S. Lenders shall be secured by the Liens in favor of the Collateral Agent in and to the Collateral owned by the U.S. Borrower and the U.S. Subsidiary Guarantors (and such other Loan Parties to the extent such other Loan Parties have granted Liens to secure the U.S. Obligations) and shall constitute U.S. Obligations hereunder. All Protective Advances made to the Canadian Borrower on behalf of the Canadian Lenders shall be ABR Borrowings (in the case of Dollar denominated amounts) or Canadian Prime Rate Borrowings (in and all Protective Advances made to the case U.S. Borrower on behalf of Canadian Dollar denominated amounts)the U.S. Lenders shall be ABR Borrowings. The Applicable Administrative Agent’s 's authorization to make Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Applicable Administrative Agent’s 's receipt thereof. At any time that the making of such there is sufficient Canadian Availability or U.S. Revolving Loan would not violate the Revolving Exposure Limitations Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the Canadian Revolving Lenders or U.S. Revolving Lenders Lenders, as applicable, to make a Canadian Revolving Loan or U.S. Revolving Loan in Dollars Loan, as applicable, to repay a U.S. Protective Advance. At any other time the Administrative Agent may require the U.S. applicable Canadian Revolving Lenders to fund in Dollars their risk participations described in Section 2.04(b). At any time the making of such Multicurrency Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Multicurrency Administrative Agent may request the Multicurrency Revolving Lenders to make a Multicurrency Revolving Loan in the currency in which any Multicurrency Protective Advance is denominated to repay such Multicurrency Protective Advance. At any other time the Multicurrency Administrative Agent may require the Multicurrency or U.S. Revolving Lenders to fund their risk participations described in Section 2.04(b) in any Multicurrency Protective Advance in the currency in which such Multicurrency Protective Advance is denominated2.05(b).

Protective Advances. (a) Subject to the limitations set forth below, the Applicable Administrative Agent is authorized by the Borrowers and the Lenders, from time to time in the Applicable Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make (i) in the case of the Administrative Agent, Loans to the U.S. Borrower Borrowers in Dollars on behalf of the U.S. Revolving Lenders (each such Loan, a “U.S. Protective Advance”) or (ii) in the case of the Multicurrency Canadian Administrative Agent, Loans to either of the Canadian Borrower or the U.S. Borrowers in Canadian Dollars or Dollars on behalf of the Multicurrency Canadian Revolving Lenders (each such Loan, a “Multicurrency Canadian Protective Advance”) which the Applicable Administrative Agent, in its Permitted Discretion, deems necessary or desirable appropriate (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 or required to be paid by the applicable Borrower Borrower(s) pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents; provided that (1i) the aggregate principal amount of outstanding U.S. Protective Advances shall not, at any time, exceed $50,000,000(x) 5% of the total U.S. Commitment then in effect or (y) when aggregated with the aggregate outstanding principal amount of U.S. Overadvances, 7.5% of the total U.S. Commitment then in effect; provided further that the aggregate amount of outstanding no U.S. Protective Advances plus Advance shall be made if after giving effect thereto, the sum of any Lender’s U.S. Revolving Credit Exposure and Prepetition U.S. Credit Exposure shall not exceed the aggregate such Lender’s U.S. Commitments; Commitment and (2ii) the aggregate Dollar Amount Equivalent of outstanding Multicurrency Canadian Protective Advances shall not, at any time, exceed $5,000,000(x) 5% of the total Canadian Commitment then in effect or (y) when aggregated with the aggregate outstanding principal amount of Canadian Overadvances, 7.5% of the total Canadian Commitment then in effect; provided further that no Canadian Protective Advance shall be made if after giving effect thereto, the aggregate amount sum of outstanding Multicurrency Protective Advances plus the Multicurrency Revolving any Lender’s Canadian Credit Exposure and Prepetition Canadian Credit Exposure shall not exceed the aggregate Multicurrency Commitmentssuch Lender’s Canadian Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the Administrative Agent in and to the applicable Collateral and shall constitute Obligations hereunder. All Protective Advances shall be ABR Borrowings (in the case of Dollar denominated amounts) or Canadian Prime Rate Borrowings (in the case of Canadian Dollar denominated amounts). The Applicable Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Applicable Administrative Agent’s receipt thereof. At any time that the making of such U.S. Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the U.S. Revolving Lenders to make a U.S. Revolving Loan in Dollars to repay a U.S. Protective Advance. At any other time the Administrative Agent may require the U.S. Revolving Lenders to fund in Dollars their risk participations described in Section 2.04(b). At any time the making of such Multicurrency Canadian Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Multicurrency Canadian Administrative Agent may request the Multicurrency Canadian Revolving Lenders to make a Multicurrency Canadian Revolving Loan to the applicable Borrower(s) in the currency in which any Multicurrency Canadian Protective Advance is denominated to repay such Multicurrency Canadian Protective Advance. At any other time the Multicurrency Canadian Administrative Agent may require the Multicurrency Canadian Revolving Lenders to fund their risk participations described in Section 2.04(b) in any Multicurrency Canadian Protective Advance in the currency in which such Multicurrency Canadian Protective Advance is denominated.

Protective Advances. (a) Subject to the limitations set forth below, The Agent shall be authorized by each Borrower and the Applicable Administrative Agent is authorized by the Borrowers and the Lenders, from time to time in the Applicable Administrative Agent’s sole discretion (but shall have absolutely no obligationobligation to), to make (i) in the case of the Administrative Agent, U.S. Base Rate Loans to the U.S. Borrower in Dollars Borrowers on behalf of the U.S. Revolving Lenders (each any of such Loan, a Loans are herein referred to as “U.S. Protective AdvanceAdvances”) and Canadian Base Rate Loans or (ii) in the case of the Multicurrency Administrative Agent, Canadian Prime Rate Loans to either of the Borrowers in any Canadian Dollars or Dollars Borrower on behalf of the Multicurrency Revolving Canadian Lenders (each any of such Loan, a Loans are herein referred to as “Multicurrency Canadian Protective AdvanceAdvances”) which the Applicable Administrative Agent, in its Permitted Discretion, deems necessary or desirable to (i) to preserve or protect the Collateral, Collateral or any portion thereof, thereof or (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 the applicable Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents; provided that (1) no U.S. Protective Advance shall cause the aggregate amount of outstanding the U.S. Revolver Exposure at such time to exceed the Borrower Group Commitment then in effect, and no Canadian Protective Advances Advance shall not, at any time, exceed $50,000,000; provided further that cause the aggregate amount of outstanding U.S. Protective Advances plus the U.S. Revolving Canadian Revolver Exposure shall not at such time to exceed the aggregate U.S. Commitments; and Borrower Group Commitment (2or any Applicable Canadian Borrower Commitment) the aggregate Dollar Amount of outstanding Multicurrency Protective Advances shall not, at any time, exceed $5,000,000then in effect; provided further that that, the aggregate amount of outstanding Multicurrency U.S. Protective Advances plus the Multicurrency Revolving Exposure and Canadian Protective Advances outstanding at any time pursuant to clauses (i) and (ii) above shall not exceed seven and a half percent (7.5%) of the Commitments then in effect; provided further that, the aggregate Multicurrency Commitmentsamount of U.S. Protective Advances and Canadian Protective Advances outstanding at any time pursuant to clauses (i) and (ii) above, together with the Overadvances existing at any time pursuant to Section 2.1.5 above, shall not exceed fifteen percent (15%) of the Commitments then in effect. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 6 have not been satisfied. The Each Applicable Lender shall participate in each Protective Advance on a Pro Rata basis. Required Borrower Group Lenders may at any time revoke Agent’s authority to make further Protective Advances to the Borrower or Borrowers of the applicable Borrower Group by written notice to the Agent. Absent such revocation, the Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. All U.S. Protective Advances made by the Agent with respect to U.S. Facility Loan Parties shall be U.S. Facility Obligations, secured by the Liens in favor of the Administrative Agent in and to the applicable U.S. Facility Collateral and shall constitute Obligations hereunder. All be treated for all purposes as U.S. Base Rate Loans; and all Canadian Protective Advances made by the Agent with respect to Canadian Facility Loan Parties shall be ABR Borrowings (Canadian Facility Obligations, secured by the Canadian Facility Collateral and, if denominated in the case of Dollar denominated amounts) or Canadian dollars, shall be treated for all purposes as a Canadian Prime Rate Borrowings (Loan and, if denominated in the case of Dollars, shall be treated for all purposes as a Canadian Dollar denominated amounts). The Applicable Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Applicable Administrative Agent’s receipt thereofBase Rate Loan. At any time that the making of such U.S. Revolving Loan would not violate the Revolving Exposure Limitations there is sufficient Excess Availability and the conditions precedent set forth in Section 4.02 6 have been satisfied, the Administrative Agent may request the U.S. Revolving Applicable Lenders to make a U.S. Revolving Revolver Loan in Dollars or a Canadian Revolver Loan, as applicable, to repay a U.S. Protective Advance. At any other time time, the Administrative Agent may require the U.S. Revolving Lenders to fund in Dollars their risk participations described in Section 2.04(b). At any time the making of such Multicurrency Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Multicurrency Administrative Agent may request the Multicurrency Revolving Lenders to make a Multicurrency Revolving Loan in the currency in which any Multicurrency Protective Advance is denominated to repay such Multicurrency Protective Advance. At any other time the Multicurrency Administrative Agent may require the Multicurrency Revolving Applicable Lenders to fund their risk participations described in Section 2.04(b) in any Multicurrency Protective Advance in the currency in which such Multicurrency Protective Advance is denominated2.1.6(b).

Protective Advances. (a) Subject to the limitations set forth below, the Applicable The Administrative Agent is authorized by shall be authorized, in its discretion, following notice to and consultation with the Borrowers and the LendersLead Borrower, from time to time in the Applicable Administrative Agent’s sole discretion (but shall have absolutely no obligation)at any time, to make ABR Loans or Eurocurrency, Daily Simple SOFR Loans or Term Benchmark Loans (iwith an Interest Period of one month’s duration) in the case of the Administrative Agent, Loans to the U.S. Borrower in Dollars on behalf of the U.S. Revolving Lenders Borrowers (each such Loan, to the extent in respect of US Collateral (which shall, for purposes of this Section 2.10, include Mexican Collateral), a “U.S. US Protective Advance”) or (ii) , to the extent in the case respect of the Multicurrency Administrative Agent, Loans to either of the Borrowers in Canadian Dollars or Dollars on behalf of the Multicurrency Revolving Lenders (each such LoanGerman Collateral, a “Multicurrency German Protective Advance” and, collectively, “Protective Advances”), (a) which the Applicable Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) for all Protective Advances, in an aggregate amount, together with the aggregate amount of all Permitted Overadvances, not to preserve or protect exceed 10% of the Collateral, or any portion thereofAggregate Borrowing Base, (ii) for US Protective Advances, in an aggregate amount not to exceed 10% of the US Borrowing Base and (iii) for German Protective Advances, in an aggregate amount not to exceed 10% of the German Line Cap, in each case, if the Administrative Agent deems such Protective Advances necessary or desirable to preserve and protect the US Collateral or German Collateral, as applicable, or to enhance the likelihood of, collectability or maximize the amount of, repayment of the Loans and other Obligations, applicable Obligations or (iiib) to pay any other amount amounts chargeable to or required to be paid by the applicable Borrower pursuant to the terms of this AgreementLoan Parties under any Loan Documents, including payments of reimbursable expenses (including costs, fees, fees and expenses (so long as described due and payable and not in Section 9.03dispute by the Lead Borrower (acting in good faith)); provided that, in no event shall Protective Advances or such other payments be permitted to the extent such Protective Advance or such other payment would cause the total Aggregate Exposure to exceed the Aggregate Commitments. Each Lender shall participate in each Protective Advance in accordance with its Applicable Percentage. The Required Xxxxxxx may at any time revoke the Administrative Agent’s authority to make further Protective Advances under clause (a) and other sums payable under by written notice to the Loan DocumentsAdministrative Agent. Absent such revocation, the Administrative Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. The Administrative Agent may use the proceeds of such Protective Advances to (1) protect, insure, maintain or realize upon any US Collateral or German Collateral as applicable or (2) defend or maintain the validity or priority of the Administrative Agent’s Liens in any US Collateral or German Collateral, as applicable, 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 (1) the aggregate amount of outstanding U.S. Protective Advances shall not, at any time, exceed $50,000,000; provided further that the aggregate amount of outstanding U.S. Protective Advances plus the U.S. Revolving Exposure shall not exceed the aggregate U.S. Commitments; and (2) the aggregate Dollar Amount of outstanding Multicurrency Protective Advances shall not, at any time, exceed $5,000,000; provided further that the aggregate amount of outstanding Multicurrency Protective Advances plus the Multicurrency Revolving Exposure shall not exceed the aggregate Multicurrency Commitments. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the Administrative Agent in and shall use reasonable efforts to notify the applicable Collateral Lead Borrower prior to paying any such amount or taking any such action and shall constitute Obligations hereunder. All Protective Advances shall be ABR Borrowings (not make payment of any item that is being contested in the case of Dollar denominated amounts) good faith by any Borrower or Canadian Prime Rate Borrowings (in the case of Canadian Dollar denominated amounts). The Applicable Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Applicable Administrative Agent’s receipt thereof. At any time that the making of such U.S. Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the U.S. Revolving Lenders to make a U.S. Revolving Loan in Dollars to repay a U.S. Protective Advance. At any other time the Administrative Agent may require the U.S. Revolving Lenders to fund in Dollars their risk participations described in Section 2.04(b). At any time the making of such Multicurrency Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Multicurrency Administrative Agent may request the Multicurrency Revolving Lenders to make a Multicurrency Revolving Loan in the currency in which any Multicurrency Protective Advance is denominated to repay such Multicurrency Protective Advance. At any other time the Multicurrency Administrative Agent may require the Multicurrency Revolving Lenders to fund their risk participations described in Section 2.04(b) in any Multicurrency Protective Advance in the currency in which such Multicurrency Protective Advance is denominatedGroup Member.

Protective Advances. (a) Subject to the limitations set forth below, the Applicable Administrative Agent is authorized by the Borrowers and the Lenders, from time to time in the Applicable Administrative Agent’s sole discretion (but shall have absolutely no obligationobligation to), to make (i) in the case of the Administrative Agent, Loans to the U.S. Borrower in Dollars Applicable Borrower(s), on behalf of the U.S. Revolving Lenders (each such LoanApplicable Lenders, a “U.S. Protective Advance”) or (ii) in the case of the Multicurrency Administrative Agent, Loans to either of the Borrowers in Canadian Dollars or Dollars on behalf of the Multicurrency Revolving Lenders (each such Loan, a “Multicurrency Protective Advance”) which the Applicable Administrative 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 the applicable Borrower Applicable Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan DocumentsDocuments (any of such Loans with respect to U.S. Borrowers, are herein referred to as “U.S. Protective Advances” and any such Loans with respect to the Canadian Borrower, the “Canadian Protective Advances”); provided that that, the aggregate amount of Protective Advances outstanding at any time shall not at any time exceed $4,000,000; provided further that, (1A) the aggregate amount of outstanding U.S. Protective Advances shall not, at any time, exceed $50,000,000; provided further that the aggregate amount of outstanding U.S. Protective Advances plus the U.S. Aggregate Revolving Exposure shall not exceed the aggregate U.S. Revolving Commitments; and , (2B) the aggregate Dollar Amount of outstanding Multicurrency Protective Advances shall not, at any time, exceed $5,000,000; provided further that the aggregate amount of outstanding Multicurrency U.S. Protective Advances plus Aggregate U.S. Exposure shall not exceed U.S. Revolving Commitments and (C) the Multicurrency aggregate amount of Canadian Protective Advances plus Canadian Revolving Exposure shall not exceed the aggregate Multicurrency Canadian Revolving Commitments. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the Administrative Agent in and to the applicable Collateral and shall constitute Obligations hereunder; provided that the U.S. Protective Advances shall only be secured by the Collateral of the U.S. Loan Parties. All Protective Advances shall be ABR Borrowings (in the case of Dollar denominated amounts) or Canadian Prime Base Rate Borrowings (in the case of Canadian Dollar denominated amounts)Borrowings. The Applicable Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Applicable Administrative Agent’s receipt thereof. At any time that the making of such there is sufficient Aggregate Availability, U.S. Revolving Loan would not violate the Revolving Exposure Limitations Availability and/or Canadian Availability, as applicable and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the U.S. Applicable Revolving Lenders to make a U.S. an applicable Revolving Loan in Dollars to repay a U.S. Protective Advance. At any other time the Administrative Agent may require the U.S. Revolving Lenders to fund in Dollars their risk participations described in Section 2.04(b). At any time the making of such Multicurrency Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Multicurrency Administrative Agent may request the Multicurrency Revolving Lenders to make a Multicurrency Revolving Loan in the currency in which any Multicurrency Protective Advance is denominated to repay such Multicurrency Protective Advance. At any other time the Multicurrency Administrative Agent may require the Multicurrency Applicable Revolving Lenders to fund their risk participations described in Section 2.04(b) in any Multicurrency Protective Advance in the currency in which such Multicurrency Protective Advance is denominated).

Protective Advances. (a) Subject to the limitations set forth below, the Applicable Administrative Agent and the Canadian Administrative Agent, as applicable, is authorized by the Borrowers and the Lenders, from time to time in the Applicable Administrative Agent’s or the Canadian Administrative Agent’s, as the case may be, sole discretion (but but, in either case, shall have absolutely no obligationobligation to), to make (i) in the case of the Administrative Agent, Loans to the U.S. Borrower Borrowers in Dollars dollars, on behalf of the U.S. Revolving Lenders (each such Loan, a “U.S. Protective Advance”) ), or (ii) in the case of the Multicurrency Canadian Administrative Agent, Loans to either of the Borrowers Canadian Borrower in Canadian Dollars or Dollars dollars, on behalf of the Multicurrency Revolving Canadian Lenders (each such Loan, a “Multicurrency Canadian Protective Advance”) ), which the Applicable Administrative Agent or Canadian Administrative Agent, as applicable, in its Permitted Discretion, 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 or required to be paid by the applicable Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents; provided that that, the aggregate amount of Protective Advances outstanding at any time shall not exceed an amount equal to 15% of the total Revolving Commitments; provided further that, (1) the aggregate amount of outstanding U.S. Protective Advances shall not, at any time, exceed $50,000,000; provided further that in favor of the U.S. Borrowers plus the aggregate amount of outstanding U.S. Protective Advances plus the U.S. Revolving Exposure shall not exceed the aggregate U.S. Commitments; and , (2) the aggregate Dollar Amount of outstanding Multicurrency Protective Advances shall not, at any time, exceed $5,000,000; provided further that the aggregate amount of outstanding Multicurrency Canadian Protective Advances in favor of the Canadian Borrower plus the Multicurrency aggregate Canadian Revolving Exposure shall not exceed the aggregate Multicurrency Canadian Commitments, and (3) the aggregate amount of all outstanding Protective Advances plus the sum of the aggregate Revolving Exposures of all the Lenders shall not exceed the aggregate Revolving Commitments. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The (i) U.S. Protective Advances shall be secured by the Liens in favor of the Administrative Agent (for the benefit of the U.S. Lender Parties) in and to the applicable Collateral of the U.S. Loan Parties; and shall constitute Obligations hereunder. All (ii) Canadian Protective Advances shall be ABR Borrowings secured by the Liens in favor of the Administrative Agent (for the benefit of the Canadian Lender Parties) in and to the case Collateral of Dollar the Loan Parties. All U.S. Protective Advances shall constitute U.S. Obligations and all Canadian Protective Advances shall constitute Canadian Obligations. All U.S. Protective Advances and Canadian Protective Advances denominated amounts) or in dollars shall be CBFR Borrowings, and all Canadian Protective Advances denominated in Canadian Dollars shall be Canadian Prime Rate Borrowings (in the case of Canadian Dollar denominated amounts)Borrowings. The Applicable Administrative Agent’s or Canadian Administrative Agent’s, as the case may be, authorization to make Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Applicable Administrative Agent’s or the Canadian Administrative Agent’s (as applicable) receipt thereof. At any time that the making of such there is sufficient: (I) U.S. Revolving Loan would not violate the Revolving Exposure Limitations Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the U.S. Revolving Lenders to make a U.S. Revolving Loan in Dollars to repay a U.S. Protective Advance. At any other time the Administrative Agent may require the U.S. Revolving Lenders to fund in Dollars their risk participations described in Section 2.04(b). At any time the making of such Multicurrency Revolving Loan would not violate the Revolving Exposure Limitations ; and (II) Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Multicurrency Canadian Administrative Agent may request the Multicurrency Revolving Canadian Lenders to make a Multicurrency Canadian Revolving Loan Loan, in the currency in which any Multicurrency the applicable Canadian Protective Advance is denominated was denominated, to repay such Multicurrency a Canadian Protective Advance. At any other time the Multicurrency Administrative Agent or Canadian Administrative Agent (as applicable) may require the Multicurrency Revolving Lenders to fund fund, in the currency in which the applicable Protective Advance was denominated, their risk participations described in Section 2.04(b) in any Multicurrency Protective Advance in the currency in which such Multicurrency Protective Advance is denominated).

Protective Advances. (a) Subject to the limitations set forth below, the Applicable Administrative Agent is authorized by the Borrowers and the Lenders, from time to time in the Applicable Administrative Agent’s sole discretion (but shall have absolutely no obligationobligation to), to make (i) in the case of the Administrative Agent, Loans to the U.S. Borrower Borrowers in Dollars dollars, on behalf of the U.S. Revolving US-DOCS\114000287.20119598083.7 Lenders (each such Loan, a “U.S. Protective Advance”) or (ii) in the case of the Multicurrency Administrative Agent, and Loans to either of the Canadian Borrowers in Canadian Dollars or Dollars dollars, on behalf of the Multicurrency Revolving Canadian Lenders (each such Loan, a “Multicurrency Canadian Protective Advance”) ), which the Applicable Administrative Agent, Agent in its Permitted Discretion, 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 or required to be paid by the applicable Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents; provided that that, (x) the aggregate amount of U.S. Protective Advances outstanding at any time shall not exceed $27,500,000 and (y) the aggregate amount of Canadian Protective Advances outstanding at any time shall not exceed $27,500,000, provided further that, (1) the aggregate amount of outstanding U.S. Protective Advances shall not, at any time, exceed $50,000,000; provided further that in favor of the U.S. Borrowers plus the aggregate amount of outstanding U.S. Protective Advances plus the U.S. Revolving Exposure shall not exceed (I) the aggregate U.S. Commitments; Commitments minus (II) the sum of (X) the Priority Payables Reserve, (Y) the Rent Reserve and (Z) the Wage Earner Protection Act Reserve, (2) the aggregate Dollar Amount of outstanding Multicurrency Protective Advances shall not, at any time, exceed $5,000,000; provided further that the aggregate amount of outstanding Multicurrency Canadian Protective Advances in favor of the Canadian Borrowers plus the Multicurrency aggregate Canadian Revolving Exposure shall not exceed the (I) aggregate Multicurrency CommitmentsCanadian Commitments minus (II) the sum of (X) the Priority Payables Reserve, (Y) the Rent Reserve and (Z) the Wage Earner Protection Act Reserve, (3) the aggregate amount of all outstanding Protective Advances plus the Aggregate Revolving Exposure shall not exceed (I) the Aggregate Revolving Commitments minus (II) the sum of (X) the Priority Payables Reserve, (Y) the Rent Reserve and (Z) the Wage Earner Protection Act Reserve, (4) the sum of (I) the aggregate amount of all outstanding Protective Advances plus (II) the aggregate amount of all outstanding Overadvances shall not exceed $110,000,000, and (5) a Protective Advance shall not be made if such Protective Advance would cause the sum of (I) any Lender’s Revolving Exposure plus (II) such Lender’s Applicable Percentage (determined for purposes of this clause (II) in accordance with clause (a) of the definition of Applicable Percentage set forth in Section 1.01) of all outstanding Protective Advances to exceed such Lender’s Revolving Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The (i) U.S. Protective Advances shall be secured by the Liens in favor of the Administrative Agent (for the benefit of the Lender Parties) in and to the applicable Collateral of the U.S. Loan Parties; and shall constitute Obligations hereunder. All (ii) Canadian Protective Advances shall be secured by the Liens in favor of the Administrative Agent (for the benefit of the Canadian Lender Parties) in and to the Collateral of the Loan Parties. All U.S. Protective Advances shall constitute U.S. Obligations and all Canadian Protective Advances shall constitute Canadian Obligations. All U.S. Protective Advances and Canadian Protective Advances denominated in dollars shall be ABR Borrowings (Borrowings, and all Canadian Protective Advances denominated in the case of Dollar denominated amounts) or Canadian Dollars shall be Canadian Prime Rate Borrowings (in the case of Canadian Dollar denominated amounts)Borrowings. The Applicable Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Applicable Administrative Agent’s receipt thereof. At any time that the making of such there is sufficient: (I) U.S. Revolving Loan would not violate the Revolving Exposure Limitations Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the U.S. Revolving Lenders to make a U.S. Revolving Loan in Dollars to repay a U.S. Protective Advance. At any other time the Administrative Agent may require the U.S. Revolving Lenders to fund in Dollars their risk participations described in Section 2.04(b). At any time the making of such Multicurrency Revolving Loan would not violate the Revolving Exposure Limitations ; and (II) Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Multicurrency Administrative Agent may request the Multicurrency Revolving Canadian Lenders to make a Multicurrency Canadian Revolving Loan Loan, in the currency in which any Multicurrency the applicable Canadian Protective Advance is denominated was denominated, to repay such Multicurrency a Canadian Protective Advance. At any other time the Multicurrency Administrative Agent may require the Multicurrency Revolving Lenders to fund fund, in the currency in which the applicable Protective Advance was denominated, their risk participations described in Section 2.04(b) in any Multicurrency Protective Advance in the currency in which such Multicurrency Protective Advance is denominated).

Protective Advances. (a) Subject to the limitations set forth below, the Applicable Administrative Agent is authorized by the Borrowers and the Lenders, from time to time in the Applicable Administrative Agent’s sole discretion (but shall have absolutely no obligation)obligation to) at any time after the occurrence of an Event of Default, to make (i) in the case of the Administrative Agent, CREDIT AGREEMENT Loans to the U.S. Borrower in Dollars Borrowers, on behalf of the U.S. Revolving Lenders (each such Loanall Lenders, a “U.S. Protective Advance”) or (ii) in the case of the Multicurrency Administrative Agent, Loans to either of the Borrowers in Canadian Dollars or Dollars on behalf of the Multicurrency Revolving Lenders (each such Loan, a “Multicurrency Protective Advance”) which the Applicable Administrative 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 the applicable Borrower Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan DocumentsDocuments (any of such Loans are herein referred to as “Protective Advances”); provided that (1) that, the aggregate amount of Protective Advances outstanding at any time shall not at any time exceed Cdn$10,000,000; provided further that, the aggregate amount of outstanding U.S. Protective Advances shall not, at any time, exceed $50,000,000; provided further that the aggregate amount of outstanding U.S. Protective Advances plus the U.S. aggregate Revolving Exposure shall not exceed the aggregate U.S. Commitments; and (2) the aggregate Dollar Amount of outstanding Multicurrency Protective Advances shall not, at any time, exceed $5,000,000; provided further that the aggregate amount of outstanding Multicurrency Protective Advances plus the Multicurrency Revolving Exposure shall not exceed the aggregate Multicurrency unused Commitments. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Protective Advances shall be secured by the Liens in favor favour of the Administrative Agent in and to the applicable Collateral and shall constitute Obligations hereunder. All Protective Advances shall be ABR Borrowings (in the case of Dollar denominated amounts) or Canadian Prime Rate Borrowings (in the case of Canadian Dollar denominated amounts)or ABR Borrowings. The Applicable Administrative Agent’s authorization to make Protective Advances may be revoked at any time by 100% of the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Applicable Administrative Agent’s receipt thereof. At any time that the making of such U.S. Revolving Loan would not violate the Revolving Exposure Limitations there is sufficient Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the U.S. Revolving Lenders to make a U.S. Revolving Loan in Dollars to repay a U.S. Protective Advance. At any other time the Administrative Agent may require the U.S. Revolving Lenders to fund in Dollars their risk participations described in Section 2.04(b). At any time the making of such Multicurrency Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Multicurrency Administrative Agent may request the Multicurrency Revolving Lenders to make a Multicurrency Revolving Loan in the currency in which any Multicurrency Protective Advance is denominated to repay such Multicurrency Protective Advance. At any other time the Multicurrency Administrative Agent may require the Multicurrency Revolving Lenders to fund their risk participations described in Section 2.04(b) in any Multicurrency Protective Advance in the currency in which such Multicurrency Protective Advance is denominated).

Protective Advances. (a) Subject to the limitations set forth below, the Applicable Administrative Agent, the European Administrative Agent or the Canadian Administrative Agent, as applicable, is authorized by the Borrowers and the Lenders, from time to time in the Applicable Administrative Agent’s, the European Administrative Agent’s or the Canadian Administrative Agent’s, as the case may be, sole discretion (but but, in each case, shall have absolutely no obligationobligation to), to make (i) in the case of the Administrative Agent, Loans to the U.S. Borrower Company in Dollars dollars on behalf of the U.S. Revolving Facility A Lenders (each such Loan, a “U.S. Facility A Protective Advance”) or ), (ii) in the case of the Multicurrency European Administrative Agent, (x) Loans to either of the Borrowers Company in dollars, Euros, Sterling, Yen or Canadian Dollars or Dollars on behalf of the Multicurrency Revolving Facility B Lenders (each such Loan, a “Multicurrency Facility B US Protective Advance”) and (y) Loans to the UK Borrower in dollars, Euros or Sterling on behalf of the Facility B Lenders (each such Loan, a “UK Protective Advance”) and/or (iii) in the case of the Canadian Administrative Agent, Loans to the Canadian Borrower in Canadian Dollars or dollars on behalf of the Facility B Lenders (each such Loan, a “Canadian Protective Advance”), which the Applicable Administrative Agent, European Administrative Agent or Canadian Administrative Agent, as applicable, 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, Obligations or (iii) to pay any other amount chargeable to or required to be paid by the applicable Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan DocumentsDocuments (any of such Loans are herein referred to as “Protective Advances”); provided that (1) the aggregate amount of no Protective Advance may remain outstanding U.S. Protective Advances shall not, at any time, exceed $50,000,000for more than 45 days; provided further that the aggregate amount of outstanding U.S. (A) Facility A Protective Advances plus outstanding at any time shall not (x) when added to the U.S. sum of the total Facility A Revolving Exposure shall not and the Facility A Overadvances, exceed the aggregate U.S. Commitments; and amount of the Facility A Commitments or (2y) together with the sum of the aggregate Dollar Amount amount of outstanding Multicurrency Facility A Overadvances, Facility B US Protective Advances shall not, and Facility B US Overadvances outstanding at any time, exceed $5,000,0005% of the US Borrowing Base at such time, (B) Canadian Protective Advances outstanding at any time shall not (x) when added to the sum of the total Facility B Revolving Exposure relating to the Canadian Borrower and Canadian Overadvances, exceed the Canadian Sublimit, (y) when added to the sum of the total Facility B Revolving Exposure, the UK Protective Advances, the Facility B US Protective Advances and the Facility B Overadvances, exceed the aggregate amount of the Facility B Commitments or (z) together with the aggregate amount of Canadian Overadvances outstanding at any time, exceed 5% of the Canadian Borrowing Base at such time, (C) UK Protective Advances outstanding at any time shall not (x) when added to the sum of the total Facility B Revolving Exposure relating to the UK Borrower and the UK Overadvances, exceed the UK Sublimit, (y) when added to the sum of the total Facility B Revolving Exposure, the Canadian Protective Advances, the Facility B US Protective Advances and the Facility B Overadvances, exceed the aggregate amount of the Facility B Commitments or (z) together with the aggregate amount of UK Overadvances outstanding at any time, exceed 5% of the UK Borrowing Base at such time, and (D) Facility B US Protective Advances outstanding at any time shall not (x) when added to the sum of the total Facility B Revolving Exposure, the Canadian Protective Advances, the UK Protective Advances and the Facility B Overadvances, exceed the aggregate amount of the Facility B Commitments or (y) together with the sum of the aggregate amount of Facility B US Overadvances, Facility A Protective Advances and Facility A Overadvances outstanding at any time, exceed 5% of the US Borrowing Base at such time; provided further that the aggregate amount of outstanding Multicurrency all Protective Advances plus outstanding at any time together with the Multicurrency Revolving Exposure aggregate amount of Overadvances outstanding at such time shall not exceed 5% of the aggregate Multicurrency CommitmentsAggregate Borrowing Base at such time. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Protective Advances shall be secured by the Liens in favor of each applicable Collateral Agent (for the Administrative Agent benefit of the Agents, the applicable Lenders and the applicable Issuing Banks) in and to the applicable Collateral and shall constitute Obligations hereunder. All Facility A Protective Advances and Canadian Protective Advances denominated in dollars shall be ABR Borrowings (Borrowings, all Canadian Protective Advances denominated in the case of Dollar denominated amounts) or Canadian Dollars shall be Canadian Prime Rate Borrowings (and all Facility B Protective Advances denominated in the case of dollars, Euros, Sterling or Yen and all US Protective Advances denominated in Canadian Dollar denominated amounts)Dollars shall be Overnight LIBO Borrowings. The Applicable Administrative Agent’s, European Administrative Agent’s and/or Canadian Administrative Agent’s, as the case may be, authorization to make Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Applicable Administrative Agent’s, European Administrative Agent’s or Canadian Administrative Agent’s (as applicable) receipt thereof. At any time that the making of such U.S. Revolving Loan would not violate the Revolving Exposure Limitations there is sufficient Aggregate Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent Agent, European Administrative Agent, or Canadian Administrative Agent, as applicable, may request the U.S. Revolving applicable Lenders to make a U.S. Revolving Loan Loan, in Dollars the currency in which the applicable Protective Advance was denominated, to repay a U.S. Protective Advance. At any other time the Administrative Agent, European Administrative Agent or Canadian Administrative Agent (as applicable) may require the U.S. Revolving applicable Lenders to fund fund, in Dollars the currency in which the applicable Protective Advance was denominated, their risk participations described in Section 2.04(b). At It is agreed that the Administrative Agent, the European Administrative Agent or the Canadian Administrative Agent, as applicable, shall endeavor, but without any time obligation, to notify the Borrower Representative promptly after the making of such Multicurrency Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Multicurrency Administrative Agent may request the Multicurrency Revolving Lenders to make a Multicurrency Revolving Loan in the currency in which any Multicurrency Protective Advance is denominated to repay such Multicurrency Protective Advance. At any other time the Multicurrency Administrative Agent may require the Multicurrency Revolving Lenders to fund their risk participations described in Section 2.04(b) in any Multicurrency Protective Advance in the currency in which such Multicurrency Protective Advance is denominated.

Protective Advances. (a) Subject to the limitations set forth belowbelow and in clause (vii) of Section 2.01, the Applicable Administrative Agent or the European Administrative Agent, as applicable, is authorized by the Borrowers and the Lenders, from time to time in the Applicable Administrative applicable Agent’s sole discretion (but each shall have absolutely no obligationobligation to), to make (i) in the case of the Administrative Agent, Loans to the U.S. Borrower in Dollars on behalf of the U.S. Revolving Lenders (each such Loan, a “U.S. Protective Advance”) or ), (ii) in the case of the Multicurrency Administrative Agent, Loans to either of the Borrowers Canadian Borrower in Canadian Dollars or Dollars on behalf of the Multicurrency Tranche B Revolving Lenders (each such Loan, a “Multicurrency Tranche B Protective Advance”), and (iii) Loans to the European Borrowers in Euros, Sterling, or Dollars on behalf of the Tranche C Revolving Lenders (each such Loan, a “Tranche C Protective Advance”), which the Applicable Administrative such Agent, in its Permitted Discretion, 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 or required to be paid by the applicable Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents; provided provided, that (1) the aggregate amount of outstanding U.S. Protective Advances shall not, at any time, exceed $50,000,0005.0% of the sum of the total Revolving Commitments at such time; provided further that that, (x) the aggregate amount of outstanding U.S. Protective Advances plus the U.S. Revolving Exposure shall not exceed the aggregate U.S. Commitments; and , (2y) the aggregate Dollar Amount of outstanding Multicurrency Protective Advances shall not, at any time, exceed $5,000,000; provided further that the aggregate amount of outstanding Multicurrency Tranche B Protective Advances plus the Multicurrency Tranche B Revolving Exposure shall not exceed the aggregate Multicurrency Tranche B Commitments and (z) the aggregate amount of outstanding Tranche C Protective Advances plus the Tranche C Revolving Exposure shall not exceed the aggregate Tranche C Commitments. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The (1) U.S. Protective Advances shall be secured by the Liens granted in favor of the Administrative Agent (for the benefit of the Secured Parties, securing all of the Secured Obligations (including the U.S. Secured Obligations and the International Secured Obligations)) and (2) Tranche B Protective Advances and Tranche C Protective Advances shall each be secured by Liens granted in favor of the Administrative Agent (for the benefit of the International Secured Parties, securing all of the International Secured Obligations), and to by Liens granted in favor of the applicable Collateral and shall constitute Obligations hereunderEuropean Administrative Agent (for the benefit of the International Secured Parties, securing all of the International Secured Obligations). All (x) U.S. Protective Advances and Tranche B Protective Advances denominated in Dollars shall be ABR Borrowings, (y) all Tranche B Protective Advances denominated in Canadian Dollars shall be Canadian Prime Rate Borrowings, and (z) all Tranche C Protective Advances shall be ABR Borrowings (in the case of Dollar denominated amounts) or Canadian Prime Rate Borrowings (in the case of Canadian Dollar denominated amounts)Overnight LIBO Borrowings. The Applicable Administrative Each Agent’s authorization to make Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Applicable Administrative applicable Agent’s receipt thereof. At any time that the making of such there is sufficient U.S. Revolving Loan would not violate the Revolving Exposure Limitations Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the U.S. Revolving Lenders to make a U.S. Revolving Loan Loan, in Dollars Dollars, to repay a U.S. Protective Advance. At any other time the Administrative Agent may require the U.S. Revolving Lenders to fund in Dollars their risk participations described in Section 2.04(b). At any time the making of such Multicurrency Revolving Loan would not violate the Revolving Exposure Limitations that there is sufficient Tranche B Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Multicurrency Administrative Agent may request the Multicurrency Tranche B Revolving Lenders to make a Multicurrency Tranche B Revolving Loan Loan, in the currency in which any Multicurrency the applicable Tranche B Protective Advance is denominated was denominated, to repay such Multicurrency a Tranche B Protective Advance. At any time that there is sufficient Tranche C Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the European Administrative Agent may request the Tranche C Revolving Lenders to make a Tranche C Revolving Loan, in the currency in which the applicable Tranche C Protective Advance was denominated, to repay a Tranche C Protective Advance. At any other time the Multicurrency Administrative applicable Agent may require (I) the Multicurrency U.S. Revolving Lenders to fund with respect to U.S. Protective Advances, in Dollars, (II) the Tranche B Revolving Lenders to fund with respect to Tranche B Protective Advances, in the currency in which the applicable Protective Advance was denominated, and (III) the Tranche C Revolving Lenders to fund with respect to Tranche C Protective Advances, in the currency in which the applicable Protective Advance was denominated, their risk participations described in Section 2.04(b) in any Multicurrency Protective Advance in the currency in which such Multicurrency Protective Advance is denominated).

Protective Advances. (a) Subject to the limitations set forth below, after the Applicable Closing Date, the Administrative Agent is authorized by the Borrowers and the Lenders, from time to time in the Applicable Administrative Agent’s sole discretion (but shall have absolutely no obligationobligation to), to make (i) in the case of the Administrative Agent, Loans to the U.S. Borrower in Dollars and/or the Canadian Borrower, as applicable, on behalf of the U.S. Revolving Lenders (each such Loanall Lenders, a “U.S. Protective Advance”) or (ii) in the case of the Multicurrency Administrative Agent, Loans to either of the Borrowers in Canadian Dollars or Dollars on behalf of the Multicurrency Revolving Lenders (each such Loan, a “Multicurrency Protective Advance”) which the Applicable Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the applicable Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the applicable Loans and other applicable Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the applicable Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan DocumentsDocuments (any of such Loans are herein referred to as “Protective Advances”); provided that (1) that, without the consent of the Required Lenders, the aggregate principal amount of outstanding U.S. Protective Advances shall not, at any time, exceed $50,000,000; provided further that 25,000,000. Subject to Section 9.20, the aggregate amount of outstanding U.S. Protective Advances plus the U.S. Revolving Exposure shall not exceed the aggregate U.S. Commitments; and (2) the aggregate Dollar Amount of outstanding Multicurrency Protective Advances shall not, at any time, exceed $5,000,000; provided further that the aggregate amount of outstanding Multicurrency Protective Advances plus the Multicurrency Revolving Exposure shall not exceed the aggregate Multicurrency Commitments. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the Administrative Agent in and to the applicable Collateral and shall constitute U.S. Obligations or Canadian Obligations, as applicable, hereunder. All Protective Advances shall be in U.S. Dollars and ABR Borrowings (in the case of Dollar denominated amounts) or Canadian Prime Rate Borrowings (in the case of Canadian Dollar denominated amounts)Borrowings. The Applicable Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Applicable Administrative Agent’s receipt thereof. At any time that the making of such U.S. Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the U.S. Revolving Lenders to make a U.S. Revolving Loan in Dollars to repay a U.S. Protective Advance. At any other time the Administrative Agent may require the U.S. Revolving Lenders to fund in Dollars their risk participations described in Section 2.04(b). At any time the making of such Multicurrency Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Multicurrency Administrative Agent may request the Multicurrency Revolving Lenders to make a Multicurrency Revolving Loan in the currency in which any Multicurrency Protective Advance is denominated to repay such Multicurrency Protective Advance. At any other time the Multicurrency Administrative Agent may require the Multicurrency Revolving Lenders to fund their risk participations described in Section 2.04(b) in any Multicurrency Protective Advance in the currency in which such Multicurrency Protective Advance is denominated).

Protective Advances. (a) Subject to Each of the limitations set forth below, the Applicable US Administrative Agent is authorized by the Borrowers and the LendersForeign Administrative Agent shall be authorized, from in its discretion, at any time that an Event of Default has occurred and is continuing, and without regard to time whether any conditions in the Applicable Administrative Agent’s sole discretion (but shall have absolutely no obligation)Article III are satisfied, to make a US Revolving Credit Advance (i) in the case of the Administrative Agent, Loans to the U.S. Borrower in Dollars on behalf of the U.S. Revolving Lenders (each such Loan, a “U.S. US Protective Advance”) or a Foreign Revolving Credit Advance (a “Foreign Protective Advance”, and together with a US Protective Advance, a “Protective Advance”) (a) of up to an amount of $20,000,000 (or the Equivalent thereof in the applicable currency in the case of Foreign Protective Advances denominated in such currency) in the aggregate for all Protective Advances outstanding at any time (provided that (i) the sum of all Revolving Credit Advances, Swing Line Advances, L/C Obligations and Protective Advances do not exceed the aggregate Revolving Credit Commitments, (ii) in the case of the Multicurrency Administrative Agent, Loans to either of the Borrowers in Canadian Dollars or Dollars on behalf of the Multicurrency Revolving Lenders (each such Loan, a “Multicurrency US Protective Advance”, the sum of all US Revolving Credit Advances, US Swing Line Advances, US L/C Obligations and US Protective Advances do not exceed the aggregate US Revolving Credit Commitments and (iii) which in the Applicable case of a Foreign Protective Advance, the sum of all Foreign Revolving Credit Advances, Foreign L/C Obligations and Foreign Protective Advances do not exceed the aggregate Foreign Revolving Credit Commitments), if the US Administrative Agent, in its Permitted Discretion, Agent or the Foreign Administrative Agent deems such Protective Advances 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 Obligations under the Loans and other Obligations, Loan Documents; or (iiib) to pay any other amount amounts chargeable to or required to be paid by the applicable Borrower pursuant to the terms of this Agreementany Loan Party under any Loan Documents, including payments of reimbursable expenses (including costs, feesfees and expenses to the extent due and payable. Each US Lender shall participate in each US Protective Advance, and expenses as described each Foreign Lender shall participate in Section 9.03) each Foreign Protective Advance, in an amount equal to its Pro Rata Share thereof. The US Lenders holding more than 50% of Advances and other sums payable Commitments under the Loan Documents; provided US Revolving Credit Facility may at any time revoke the US Administrative Agent’s authority to make further Protective Advances by written notice to the US Administrative Agent, and the Foreign Lenders holding more than 50% of Advances and Commitments under the Foreign Revolving Credit Facility may at any time revoke the Foreign Administrative Agent’s authority to make further Protective Advances by written notice to the Foreign Administrative Agent. Absent such revocation, the determination by the US Administrative Agent’s or the Foreign Administrative Agent, as applicable, that (1) funding of a Protective Advance is appropriate shall be conclusive, provided, that the aggregate outstanding principal amount of outstanding U.S. Protective Advances shall not, at any one time, exceed the lesser of $50,000,000; provided further that 20,000,000 and 7.5% of the aggregate amount of outstanding U.S. Protective Advances plus the U.S. Revolving Exposure shall not exceed the aggregate U.S. Commitments; and (2) the aggregate Dollar Amount of outstanding Multicurrency Credit Facilities at such time. US Protective Advances shall not, at any time, exceed $5,000,000; provided further that the aggregate amount of outstanding Multicurrency Protective Advances plus the Multicurrency Revolving Exposure shall not exceed the aggregate Multicurrency Commitmentsconstitute US Obligations for all purposes. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Foreign Protective Advances shall be secured by the Liens in favor of the Administrative Agent in and to the applicable Collateral and shall constitute Foreign Obligations hereunderfor all purposes. All Protective Advances shall be ABR Borrowings 63 Chemtura (in the case of Dollar denominated amountsRevolving Facility) or Canadian Prime Rate Borrowings (in the case of Canadian Dollar denominated amounts). The Applicable Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Applicable Administrative Agent’s receipt thereof. At any time that the making of such U.S. Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the U.S. Revolving Lenders to make a U.S. Revolving Loan in Dollars to repay a U.S. Protective Advance. At any other time the Administrative Agent may require the U.S. Revolving Lenders to fund in Dollars their risk participations described in Section 2.04(b). At any time the making of such Multicurrency Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Multicurrency Administrative Agent may request the Multicurrency Revolving Lenders to make a Multicurrency Revolving Loan in the currency in which any Multicurrency Protective Advance is denominated to repay such Multicurrency Protective Advance. At any other time the Multicurrency Administrative Agent may require the Multicurrency Revolving Lenders to fund their risk participations described in Section 2.04(b) in any Multicurrency Protective Advance in the currency in which such Multicurrency Protective Advance is denominated.Credit Agreement

Protective Advances. (a) Subject to the limitations set forth below, the Applicable Administrative Agent is authorized (but shall have no obligation to) by the Borrowers and the Lenders, from time to time following the occurrence and during the continuance of a Default or Event of Default, in the Applicable Administrative Agent’s sole discretion (but shall have absolutely no obligation)Permitted Discretion, to make (i) in or authorize the case of US Administrative Agent or the European Administrative Agent, as applicable, to make) (i) Loans to the U.S. Parent Borrower in Dollars on behalf of the U.S. Revolving Tranche A Lenders (each such Loan, a “U.S. Tranche A Protective Advance”) or ), (ii) in the case of the Multicurrency Administrative Agent, Loans to either of the Borrowers Parent Borrower in Canadian Dollars Dollars, Euros, Pounds Sterling or Dollars Swiss Francs on behalf of the Multicurrency Revolving Tranche B Lenders (each such Loan, a “Multicurrency Tranche B US Protective Advance”) and (iii) Loans to any European Co-Borrower in Dollars, Euros, Pounds Sterling of Swiss Francs on behalf of the Tranche B Lenders (each such Loan, a “European Protective Advance”), which the Applicable Administrative 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, Obligations or (iii) to pay any other amount chargeable to or required to be paid by any of the applicable Borrower Borrowers to the Agents and the Lenders pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.0310.2) and other sums payable under the Loan DocumentsCredit Documents (any of such Loans are herein referred to as “Protective Advances”); provided that (1x) no Protective Advance may remain outstanding for more than 30 days; (y) the aggregate amount of outstanding U.S. Protective Advances shall not, outstanding at any time, time shall not exceed the Dollar Equivalent of $50,000,00020,000,000; and (z) no Protective Advance shall be made that would result in the Revolving Credit Exposure of any Lender exceeding such Lender’s Revolving Commitment; provided further that no Protective Advance shall result in a Default due to the aggregate Borrowers’ failure to comply with Section 2.1 for so long as such Protective Advance remains outstanding in accordance with the terms of this paragraph, but solely with respect to the amount of outstanding U.S. such Protective Advances plus the U.S. Revolving Exposure shall not exceed the aggregate U.S. Commitments; and (2) the aggregate Dollar Amount of outstanding Multicurrency Protective Advances shall not, at any time, exceed $5,000,000; provided further that the aggregate amount of outstanding Multicurrency Protective Advances plus the Multicurrency Revolving Exposure shall not exceed the aggregate Multicurrency CommitmentsAdvance. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 3.2 have not been satisfied. The Protective Advances shall be secured by the Liens in favor of each applicable Collateral Agent (for the Administrative Agent benefit of the Agents, the Lenders and the Issuing Banks) in and to the applicable Collateral and shall constitute Obligations hereunder. All Protective Advances denominated in Dollars shall be ABR Borrowings (in the case of Dollar denominated amounts) or Canadian Prime Base Rate Borrowings (and all Protective Advances denominated in the case of Canadian Dollar denominated amounts)Euros or Pounds Sterling shall be UK Overnight Rate Borrowings. The Applicable Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Applicable Administrative Agent’s receipt thereof. At any time that there is sufficient Tranche A Available Credit or Tranche B Available Credit, as the making of such U.S. Revolving Loan would not violate the Revolving Exposure Limitations case may be, and the conditions precedent set forth in Section 4.02 3.2 have been satisfied, the Administrative Applicable Agent may request the U.S. Revolving Lenders to make a U.S. Revolving Loan Loan, in Dollars the currency in which the applicable Protective Advance was denominated, to repay a U.S. Protective Advance. At any other time the Administrative Applicable Agent may require the U.S. Revolving Lenders to fund fund, in Dollars the currency in which the applicable Protective Advance was denominated, their risk participations described in Section 2.04(b2.24(b). At It is agreed that the US Administrative Agent or the European Administrative Agent, as applicable, shall endeavor, but without any time obligation, to notify the Parent Borrower promptly after the making of such Multicurrency Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Multicurrency Administrative Agent may request the Multicurrency Revolving Lenders to make a Multicurrency Revolving Loan in the currency in which any Multicurrency Protective Advance is denominated to repay such Multicurrency Protective Advance. At any other time the Multicurrency Administrative Agent may require the Multicurrency Revolving Lenders to fund their risk participations described in Section 2.04(b) in any Multicurrency Protective Advance in the currency in which such Multicurrency Protective Advance is denominated.

Protective Advances. (a) Subject to the limitations set forth below, the Applicable Administrative Agent is authorized by the Borrowers Administrative Borrower and the Lenders, from time to time in the Applicable Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make (i) in the case of the Administrative Agent, Legacy Revolving Loans to the U.S. Borrower in Dollars any Legacy Borrower, on behalf of the U.S. all Legacy Lenders, and ETMC Revolving Lenders (each such Loan, a “U.S. Protective Advance”) or (ii) in the case of the Multicurrency Administrative Agent, Loans to either of the Borrowers in Canadian Dollars or Dollars any ETMC Borrower, on behalf of the Multicurrency Revolving Lenders (all ETMC Lenders, in each such Loancase, a “Multicurrency Protective Advance”) which the Applicable Administrative Agent, in its Permitted Discretionreasonable 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 under such Revolving Credit Facility and other Obligations, Obligations or (iii) to pay any other amount chargeable to or required to be paid by the applicable Borrower Loan Parties pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.0311.04) and other sums payable under the Loan DocumentsDocuments (any of such Loans are herein referred to as “Protective Advances”); provided that, (x) the aggregate amount of Protective Advances made to Legacy Borrowers and outstanding at any time shall not at any time exceed 10% of the Legacy Line Cap and (y) the aggregate amount of Protective Advances made to ETMC Borrowers and outstanding at any time shall not at any time exceed 10% of the ETMC Line Cap; provided further that (1x) the aggregate amount of outstanding U.S. Protective Advances made to ETMC Borrowers plus the aggregate amount of the other Total ETMC Outstandings shall not, at any time, not exceed $50,000,000; provided further that the ETMC Commitments and (y) the aggregate amount of outstanding U.S. Protective Advances made to Legacy Borrowers plus the U.S. Revolving Exposure aggregate amount of the other Total Legacy Outstandings shall not exceed the aggregate U.S. Commitments; and (2) the aggregate Dollar Amount of outstanding Multicurrency Protective Advances shall not, at any time, exceed $5,000,000; provided further that the aggregate amount of outstanding Multicurrency Protective Advances plus the Multicurrency Revolving Exposure shall not exceed the aggregate Multicurrency Legacy Commitments. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 5.02 have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the Administrative Agent in and to the applicable Collateral Documents and shall constitute Obligations hereunderhereunder and under the other Loan Documents. All Protective Advances shall be ABR Borrowings (in the case of Dollar denominated amounts) or Canadian Prime Base Rate Borrowings (in the case of Canadian Dollar denominated amounts)Loans. The Applicable Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Applicable Administrative Agent’s receipt thereof. At Notwithstanding anything to the contrary set forth in Section 2.02, at any time that the making of such U.S. Revolving Loan would not violate the Revolving Exposure Limitations there is sufficient Availability and the conditions precedent set forth in Section 4.02 5.02 have been satisfied, the Administrative Agent may request the U.S. Revolving applicable Lenders to make a U.S. Legacy Revolving Loan in Dollars or ETMC Revolving Loan, as applicable, to repay a U.S. Protective Advance. At any other time the Administrative Agent may require the U.S. Revolving Lenders to fund in Dollars their risk participations described in Section 2.04(b). At any time the making of such Multicurrency Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Multicurrency Administrative Agent may request the Multicurrency Revolving Lenders to make a Multicurrency Revolving Loan in the currency in which any Multicurrency Protective Advance is denominated to repay such Multicurrency Protective Advance. At any other time the Multicurrency Administrative Agent may require the Multicurrency Revolving applicable Lenders to fund their risk participations described in Section 2.04(b) in any Multicurrency Protective Advance in the currency in which such Multicurrency Protective Advance is denominated2.16(b).

Protective Advances. (a) Subject to the limitations set forth below, the Applicable Administrative Agent is authorized by the Company, the Canadian Borrower, the European Borrowers and the Lenders, from time to time in the Applicable Administrative Agent’s 's sole discretion (but shall have absolutely no obligationobligation to), to make (i) in the case of the Administrative Agent, Domestic Revolving Loans to the U.S. Borrower in Dollars Company, on behalf of all Domestic Revolving Lenders, to direct the U.S. Canadian Agent to make Canadian Revolving Lenders (each such Loan, a “U.S. Protective Advance”) or (ii) in the case of the Multicurrency Administrative Agent, Loans to either of the Borrowers in Canadian Dollars or Dollars Borrower, on behalf of all Canadian Revolving Lenders, or, during the Multicurrency European Availability Period, to direct the European Agent to make European Revolving Lenders (each such LoanLoans to the European Borrowers, a “Multicurrency Protective Advance”) on behalf of all European Revolving Lenders, which the Applicable Administrative 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 the applicable such Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan DocumentsDocuments (any of such Loans to the Company are herein referred to as "Domestic Protective Advances", any of such Loans to the Canadian Borrower are hereafter referred to as "Canadian Protective Advances" and any of such Loans to the European Borrowers are hereafter referred to as "European Protective Advances"); provided that that, the aggregate amount of Protective Advances outstanding at any time shall not at any time exceed the Dollar Equivalent of $10,000,000; provided further that, (1A) the Dollar Equivalent of the aggregate amount of outstanding U.S. Protective Advances shall not, at any time, exceed $50,000,000; provided further that the aggregate amount of outstanding U.S. Protective Advances plus the U.S. Dollar Equivalent of the aggregate Revolving Exposure shall not exceed the aggregate U.S. Revolving Commitments; and , (2B) the aggregate Dollar Amount of outstanding Multicurrency Protective Advances shall not, at any time, exceed $5,000,000; provided further that the aggregate amount of outstanding Multicurrency Domestic Protective Advances plus the Multicurrency aggregate Domestic Revolving Exposure shall not exceed the aggregate Multicurrency CommitmentsDomestic Revolving Commitment minus the aggregate Ex-Im Exposure minus the Dollar Equivalent of the aggregate Canadian Revolving Exposure and minus the Dollar Equivalent of the aggregate European Revolving Exposure, (C) the Dollar Equivalent of the aggregate amount of outstanding Canadian Protective Advances plus the Dollar Equivalent of the aggregate Canadian Revolving Exposure shall not exceed the aggregate Canadian Revolving Subcommitment, (D) the Dollar Equivalent of the aggregate amount of outstanding European Protective Advances plus the Dollar Equivalent of the aggregate European Revolving Exposure shall not exceed the aggregate European Revolving Subcommitment and (E) no Lender's Credit Exposure shall exceed such Lender's aggregate Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 (other than clause (c) thereof) have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the Administrative Agent Agents in and to the applicable Collateral as otherwise provided herein and shall constitute Obligations hereunder. All Canadian Protective Advances shall be ABR CP Borrowings (in the case of Dollar denominated amounts) or Canadian Prime USBR Borrowings, all Domestic Protective Advances shall be CBFR Borrowings and all European Protective Advances shall be Overnight LIBO Rate Borrowings (in the case of Canadian Dollar denominated amounts)Borrowings. The Applicable Administrative Agent’s 's authorization to make Domestic Protective Advances, to direct the Canadian Agent to make Canadian Protective Advances and to direct the European Agent to make European Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Applicable Administrative Agent’s 's receipt thereof. At any time that the making of such U.S. Revolving Loan would not violate the Revolving Exposure Limitations there is sufficient Domestic Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the U.S. Domestic Revolving Lenders to make a U.S. Domestic Revolving Loan in Dollars to repay a U.S. Domestic Protective Advance. At any other time the Administrative Agent may require the U.S. Revolving Lenders to fund in Dollars their risk participations described in Section 2.04(b). At any time the making of such Multicurrency Revolving Loan would not violate the Revolving Exposure Limitations that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Multicurrency Administrative Agent may request the Multicurrency Canadian Revolving Lenders to make a Multicurrency Canadian Revolving Loan in the currency in which any Multicurrency Protective Advance is denominated to repay such Multicurrency a Canadian Protective Advance. At any time that there is sufficient European Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the European Revolving Lenders to make a European Revolving Loan to repay a European Protective Advance. At any other time the Multicurrency Administrative Agent may require the Multicurrency Revolving Lenders to fund their risk participations described in Section 2.04(b) in any Multicurrency Protective Advance in the currency in which such Multicurrency Protective Advance is denominated).

Protective Advances. (a) Subject to the limitations set forth below, the Applicable Administrative Agent is authorized by the Borrowers and the Revolving Lenders, from time to time in the Applicable Administrative Agent’s sole discretion (but shall have absolutely no obligationobligation to), to make (i) Revolving Loans in the case of the Administrative Agent, Loans Dollars to the U.S. Company or any Foreign Subsidiary Borrower in Dollars on behalf of the U.S. Revolving Dollar Tranche Lenders (each such Loan, a “U.S. Dollar Tranche Protective Advance”) or (ii) Revolving Loans in any Agreed Currency to the case of the Multicurrency Administrative Agent, Loans to either of the Borrowers in Canadian Dollars Company or Dollars any Foreign Subsidiary Borrower on behalf of the Multicurrency Revolving Tranche Lenders (each such Loan, a “Multicurrency Tranche Protective Advance”) ), which the Applicable Administrative 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 Revolving Loans and other Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the applicable Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents; provided that that, (1A) the sum of the aggregate amount of outstanding U.S. Dollar Tranche Protective Advances shall not, outstanding at any timetime plus the aggregate Dollar Tranche Revolving Exposures of all Lenders shall not at any time exceed the aggregate Dollar Tranche Commitments of all Dollar Tranche Lenders, exceed $50,000,000; provided further that and (B) the sum of the Dollar Amount of the aggregate amount of outstanding U.S. Multicurrency Tranche Protective Advances outstanding at any time plus the U.S. Revolving Exposure shall not exceed the aggregate U.S. Commitments; and (2) the aggregate Dollar Amount of outstanding the aggregate Multicurrency Protective Advances Tranche Revolving Exposures of all Lenders shall not, not at any time, exceed $5,000,000; provided further that the aggregate amount of outstanding Multicurrency Protective Advances plus the Multicurrency Revolving Exposure shall not time exceed the aggregate Multicurrency CommitmentsTranche Commitments of all Multicurrency Tranche Lenders. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the Administrative Agent in and to the applicable Collateral and shall constitute Obligations hereunder. All Protective Advances made to the Company in Dollars shall be ABR Revolving Borrowings (and all Protective Advances made to the Company in the case of Dollar denominated amounts) any Foreign Currency or Canadian Prime Rate Borrowings (to any Foreign Subsidiary Borrower in the case of Canadian Dollar denominated amounts)any Agreed Currency shall be Overnight LIBO Revolving Borrowings. The Applicable Administrative Agent’s authorization to make Protective Advances may be revoked at any time by 100% of the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Applicable Administrative Agent’s receipt thereof. At any time that the making of such U.S. Revolving Loan would not violate the Revolving Exposure Limitations there is sufficient Availability, and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the U.S. Revolving Lenders to make a U.S. Revolving Loan in Dollars to repay a U.S. Protective Advance. At any other time the Administrative Agent may require the U.S. Revolving Lenders to fund in Dollars their risk participations described in Section 2.04(b). At any time the making of such Multicurrency Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Multicurrency Administrative Agent may request the Multicurrency Revolving Lenders to make a Multicurrency Revolving Loan in the currency in which any Multicurrency Protective Advance is denominated to repay such Multicurrency Protective Advance. At any other time the Multicurrency Administrative Agent may require the Multicurrency Revolving Lenders to fund their risk participations described in Section 2.04(b) in any Multicurrency Protective Advance in the currency in which such Multicurrency Protective Advance is denominated2.05(b).

Protective Advances. (a) Subject to the limitations set forth below, the Applicable US Administrative Agent is authorized by each of the Borrowers US Borrowers, and the Lenders, from time to time in the Applicable US Administrative Agent’s 's sole discretion (but shall have absolutely no obligationobligation to), to make (i) in the case of the Administrative Agent, Loans to the U.S. Borrower in Dollars US Borrowers, on behalf of the U.S. Revolving Lenders (each such Loanall Lenders, a “U.S. Protective Advance”) or (ii) in the case of the Multicurrency Administrative Agent, Loans to either of the Borrowers in Canadian Dollars or Dollars on behalf of the Multicurrency Revolving Lenders (each such Loan, a “Multicurrency Protective Advance”) which the Applicable US Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the CollateralCollateral under the US Collateral Documents, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other ObligationsObligations of the US Borrowers, or (iii) to pay any other amount chargeable to or required to be paid by the applicable Borrower US Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan DocumentsDocuments (any of such Loans are herein referred to as "Protective US Advances"); provided that (1) that, the aggregate amount of Protective US Advances outstanding at any time shall not at any time exceed an amount equal to 10% of the Total Revolving Commitments; provided further that, the aggregate amount of outstanding U.S. Protective Advances shall not, at any time, exceed $50,000,000; provided further that the aggregate amount of outstanding U.S. Protective US Advances plus the U.S. aggregate US Revolving Exposure shall not exceed the aggregate U.S. Commitments; and (2) the aggregate Dollar Amount of outstanding Multicurrency Protective Advances shall not, at any time, exceed $5,000,000; provided further that the aggregate amount of outstanding Multicurrency Protective Advances plus the Multicurrency unused Total Revolving Exposure shall not exceed the aggregate Multicurrency Commitments. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The US Protective Advances shall be secured by the Liens in favor of the US Administrative Agent in and to the applicable Collateral under the US Collateral Documents and shall constitute Obligations of the US Borrowers hereunder. All Protective Advances shall be ABR Borrowings (in the case of Dollar denominated amounts) or Canadian Prime Rate Borrowings (in the case of Canadian Dollar denominated amounts). The Applicable Administrative Agent’s 's authorization to make Protective US Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Applicable US Administrative Agent’s 's receipt thereof. At any time that the making of such U.S. Revolving Loan would not violate the Revolving Exposure Limitations there is sufficient US Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the US Administrative Agent may request the U.S. Revolving Lenders to make a U.S. US Revolving Loan in Dollars to repay a U.S. Protective US Advance. At any other time the US Administrative Agent may require the U.S. Revolving Lenders to fund in Dollars their risk participations described in Section 2.04(b). At any time the making of such Multicurrency Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Multicurrency Administrative Agent may request the Multicurrency Revolving Lenders to make a Multicurrency Revolving Loan in the currency in which any Multicurrency Protective Advance is denominated to repay such Multicurrency Protective Advance. At any other time the Multicurrency Administrative Agent may require the Multicurrency Revolving Lenders to fund their risk participations described in Section 2.04(b) in any Multicurrency Protective Advance in the currency in which such Multicurrency Protective Advance is denominated2.04(f).

Protective Advances. The Administrative Agent shall be authorized, in its discretion, at any time that any conditions in Section 4.02 are not satisfied, to make U.S. Revolving Credit Loans (any such U.S. Revolving Credit Loans made pursuant to this Section 2.01(g), “U.S. Protective Advances”) or to cause to be made through Bank of America-Canada Branch as its sub-agent Canadian Revolving Credit Loans (any such Canadian Revolving Credit Loans made pursuant to this Section 2.01(g), “Canadian Protective Advances” and, together with the U.S. Protective Advances, the “Protective Advances”) (a) Subject in an aggregate amount not to exceed, when taken together with all U.S. Overadvances and all Canadian Overadvances, (x) if the limitations set forth belowU.S. Excess Availability shall be less than zero when any such U.S. Protective Advance is made, or if the Applicable Canadian Excess Availability shall be less than zero when any such Canadian Protective Advance is made, $10,000,000 at any time outstanding or (y) otherwise, $15,000,000 at any time outstanding, in each case if the Administrative Agent is authorized by the Borrowers and the Lenders, from time to time in the Applicable Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make (i) in the case of the Administrative Agent, reasonably deems such Loans to the U.S. Borrower in Dollars on behalf of the U.S. Revolving Lenders (each such Loan, a “U.S. Protective Advance”) or (ii) in the case of the Multicurrency Administrative Agent, Loans to either of the Borrowers in Canadian Dollars or Dollars on behalf of the Multicurrency Revolving Lenders (each such Loan, a “Multicurrency Protective Advance”) which the Applicable Administrative 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, collectibilitycollectability or maximize the amount of, repayment of the Loans and other Obligations, ; or (iiib) to pay any other amount amounts chargeable to or required to be paid by the applicable Borrower pursuant to the terms of this AgreementLoan Parties under any Loan Documents, including payments of reimbursable expenses (including costs, fees, fees and expenses as described in Section 9.03) expenses. Protective Advances shall constitute Obligations secured by the Collateral and other sums payable under shall be entitled to all of the benefits of the Loan Documents; provided that (1) . Immediately upon the aggregate amount making of outstanding U.S. a Protective Advances shall notAdvance, at any time, exceed $50,000,000; provided further that the aggregate amount of outstanding U.S. Protective Advances plus the U.S. Revolving Exposure shall not exceed the aggregate U.S. Commitments; and (2) the aggregate Dollar Amount of outstanding Multicurrency Protective Advances shall not, at any time, exceed $5,000,000; provided further that the aggregate amount of outstanding Multicurrency Protective Advances plus the Multicurrency Revolving Exposure shall not exceed the aggregate Multicurrency Commitments. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Protective Advances each applicable Appropriate Lender shall be secured by the Liens in favor of deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Administrative Agent a risk participation in and such Protective Advance in an amount equal to the product of such applicable Collateral and shall constitute Obligations hereunder. All Revolving Credit Lender’s Applicable Percentage times the amount of such Protective Advances shall be ABR Borrowings (in the case of Dollar denominated amounts) or Canadian Prime Rate Borrowings (in the case of Canadian Dollar denominated amounts)Advance. The Applicable Supermajority Lenders may at any time revoke the Administrative Agent’s authorization authority to make further Protective Advances may be revoked at any time by written notice to the Required LendersAdministrative Agent. Any Absent such revocation must be in writing and shall become effective prospectively upon revocation, the Applicable Administrative Agent’s receipt thereof. At any time determination that the making funding of such U.S. Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the U.S. Revolving Lenders to make a U.S. Revolving Loan in Dollars to repay a U.S. Protective Advance. At any other time the Administrative Agent may require the U.S. Revolving Lenders to fund in Dollars their risk participations described in Section 2.04(b). At any time the making of such Multicurrency Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Multicurrency Administrative Agent may request the Multicurrency Revolving Lenders to make a Multicurrency Revolving Loan in the currency in which any Multicurrency Protective Advance is denominated appropriate shall be conclusive. In no event shall Protective Advances cause the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans to repay exceed such Multicurrency Protective Advance. At any other time the Multicurrency Administrative Agent may require the Multicurrency Revolving Lenders to fund their risk participations described in Section 2.04(b) in any Multicurrency Protective Advance in the currency in which such Multicurrency Protective Advance is denominatedLender’s Commitment.

Protective Advances. (a) Subject to the limitations set forth below, the Applicable Administrative Agent is authorized by the Borrowers and the Lenders, from time to time in the Applicable Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make (i) in the case of the Administrative Agent, Loans to the U.S. Borrower Borrowers in Dollars on behalf of the U.S. Revolving Lenders (each such Loan, a “U.S. Protective Advance”) or (ii) in the case of the Multicurrency Canadian Administrative Agent, Loans to either of the Canadian Borrower or the U.S. Borrowers in Canadian Dollars or Dollars on behalf of the Multicurrency Canadian Revolving Lenders (each such Loan, a “Multicurrency Canadian Protective Advance”) which the Applicable Administrative Agent, in its Permitted Discretion, deems necessary or desirable appropriate (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 or required to be paid by the applicable Borrower Borrower(s) pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents; provided that (1i) the aggregate principal amount of outstanding U.S. Protective Advances shall not, at any time, exceed $50,000,000(x) 5% of the total U.S. Commitment then in effect or (y) when aggregated with the aggregate outstanding principal amount of U.S. Overadvances, 7.5% of the total U.S. Commitment then in effect; provided further that the aggregate amount of outstanding no U.S. Protective Advances plus the Advance shall be made if after giving effect thereto, any Lender’s U.S. Revolving Credit Exposure shall not exceed the aggregate such Lender’s U.S. Commitments; Commitment and (2ii) the aggregate Dollar Amount of outstanding Multicurrency Canadian Protective Advances shall not, at any time, exceed $5,000,000(x) 5% of the total Canadian Commitment then in effect or (y) when aggregated with the aggregate outstanding principal amount of Canadian Overadvances, 7.5% of the total Canadian Commitment then in effect; provided further that the aggregate amount of outstanding Multicurrency no Canadian Protective Advances plus the Multicurrency Revolving Advance shall be made if after giving effect thereto, any Lender’s Canadian Credit Exposure shall not exceed the aggregate Multicurrency Commitmentssuch Lender’s Canadian Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the Administrative Agent in and to the applicable Collateral and shall constitute Obligations hereunder. All Protective Advances shall be ABR Borrowings (in the case of Dollar denominated amounts) or Canadian Prime Rate Borrowings (in the case of Canadian Dollar denominated amounts). The Applicable Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Applicable Administrative Agent’s receipt thereof. At any time that the making of such U.S. Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the U.S. Revolving Lenders to make a U.S. Revolving Loan in Dollars to repay a U.S. Protective Advance. At any other time the Administrative Agent may require the U.S. Revolving Lenders to fund in Dollars their risk participations described in Section 2.04(b). At any time the making of such Multicurrency Canadian Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Multicurrency Canadian Administrative Agent may request the Multicurrency Canadian Revolving Lenders to make a Multicurrency Canadian Revolving Loan to the applicable Borrower(s) in the currency in which any Multicurrency Canadian Protective Advance is denominated to repay such Multicurrency Canadian Protective Advance. At any other time the Multicurrency Canadian Administrative Agent may require the Multicurrency Canadian Revolving Lenders to fund their risk participations described in Section 2.04(b) in any Multicurrency Canadian Protective Advance in the currency in which such Multicurrency Canadian Protective Advance is denominated.

Protective Advances. (a) Subject to the limitations set forth below, the Applicable Administrative Agent is authorized by the Borrowers and the Lenders, from time to time time, upon obtaining the approval of each Co-Collateral Agent in the Applicable Administrative Agent’s sole discretion (but shall have absolutely no obligationobligation to), to make (i) in Loans to the case Borrowers, on behalf of all Lenders, which the Administrative Agent, Loans to the U.S. Borrower and each Co-Collateral Agent in Dollars on behalf of the U.S. Revolving Lenders (each such Loan, a “U.S. Protective Advance”) or (ii) in the case of the Multicurrency Administrative Agent, Loans to either of the Borrowers in Canadian Dollars or Dollars on behalf of the Multicurrency Revolving Lenders (each such Loan, a “Multicurrency Protective Advance”) which the Applicable Administrative Agent, in its their Permitted Discretion, deems necessary or desirable (i) to preserve or protect the CollateralABL Priority Lien Collateral of the Loan Parties, 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 the applicable Borrower Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan DocumentsDocuments (any of such Loans are herein referred to as “Protective Advances”); provided that (1) that, the aggregate amount of Protective Advances outstanding at any time shall not at any time exceed $15,000,000; provided further that, the aggregate amount of outstanding U.S. Protective Advances shall not, at any time, exceed $50,000,000; provided further that the aggregate amount of outstanding U.S. Protective Advances plus the U.S. Aggregate Revolving Exposure shall not exceed the aggregate U.S. Commitments; and (2) the aggregate Dollar Amount of outstanding Multicurrency Protective Advances shall not, at any time, exceed $5,000,000; provided further that the aggregate amount of outstanding Multicurrency Protective Advances plus the Multicurrency total Revolving Exposure shall not exceed the aggregate Multicurrency Commitments. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Protective Advances shall be secured by the Liens in favor favour of the Administrative Agent in and to the applicable Collateral and shall constitute Obligations hereunder. All Protective Advances shall be ABR Borrowings (in the case of Dollar denominated amounts) or Canadian Prime Rate Borrowings (in the case of Canadian Dollar denominated amounts)or Base Rate Borrowings. The Applicable Administrative Agent’s authorization to make Protective Advances may be revoked at any time by 100% of the Required LendersLenders (other than any Defaulting Lender). Any such revocation must be in writing and shall become effective prospectively upon the Applicable Administrative Agent’s receipt thereof. At any time that the making of such U.S. Revolving Loan would not violate the Revolving Exposure Limitations there is sufficient Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the U.S. Revolving Lenders to make a U.S. Revolving Loan in Dollars to repay a U.S. Protective Advance. At any other time the Administrative Agent may require the U.S. Revolving Lenders to fund in Dollars their risk participations described in Section 2.04(b). At any time the making of such Multicurrency Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Multicurrency Administrative Agent may request the Multicurrency Revolving Lenders to make a Multicurrency Revolving Loan in the currency in which any Multicurrency Protective Advance is denominated to repay such Multicurrency Protective Advance. At any other time the Multicurrency Administrative Agent may require the Multicurrency Revolving Lenders to fund their risk participations described in Section 2.04(b) in any Multicurrency Protective Advance in the currency in which such Multicurrency Protective Advance is denominated).

Protective Advances. (a) Subject to the limitations set forth below, the Applicable Administrative Agent is authorized by the Borrowers and the Lenders, from time to time in the Applicable Administrative Agent’s sole discretion (but shall have absolutely no obligationobligation to), to make (i) in the case of the Administrative Agent, Loans to the U.S. Borrower in Dollars Applicable Borrower(s), on behalf of the U.S. all Applicable Revolving Lenders (each such LoanLenders, a “U.S. Protective Advance”) or (ii) in the case of the Multicurrency Administrative Agent, Loans to either of the Borrowers in Canadian Dollars or Dollars on behalf of the Multicurrency Revolving Lenders (each such Loan, a “Multicurrency Protective Advance”) which the Applicable Administrative 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 the applicable Borrower Applicable Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan DocumentsDocuments (any of such Loans with respect to U.S. Borrowers, are herein referred to as “U.S. Protective Advances” and any such Loans with respect to Canadian Borrower, the “Canadian Protective Advances”); provided that (1) that, the aggregate amount of Protective Advances outstanding at any time shall not at any time exceed $10,000,000; and provided further that, upon making such Protective Advance (A) the Aggregate Revolving Exposure after giving effect to the Protective Advances being made shall not exceed the Aggregate Revolving Commitment, (B) the U.S. Revolving Exposure after giving effect to the U.S. Protective Advances shall not, at any time, not exceed $50,000,000; provided further that the aggregate amount of outstanding U.S. Protective Advances plus the U.S. Revolving Commitments, and (C) the Canadian Revolving Exposure after giving effect to the Canadian Protective Advances shall not exceed the aggregate U.S. Commitments; and (2) the aggregate Dollar Amount of outstanding Multicurrency Protective Advances shall not, at any time, exceed $5,000,000; provided further that the aggregate amount of outstanding Multicurrency Protective Advances plus the Multicurrency Canadian Revolving Exposure shall not exceed the aggregate Multicurrency Commitments. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the Administrative Agent in and to the applicable Collateral and shall constitute Secured Obligations hereunderor Canadian Secured Obligations, as applicable. All Protective Advances shall be ABR Borrowings (in the case of Dollar denominated amounts) or Canadian Prime Base Rate Borrowings (in the case of Canadian Dollar denominated amounts)Borrowings. The Applicable making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasion. The Administrative Agent’s authorization to make Protective Advances may be revoked at any time by 100% of the Required LendersLenders (other than any Defaulting Lender). Any such revocation must be in writing and shall become effective prospectively upon the Applicable Administrative Agent’s receipt thereof. At any time that the making of such there is sufficient Aggregate Availability, U.S. Revolving Loan would not violate the Revolving Exposure Limitations Availability and/or Canadian Availability, as applicable, and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the U.S. Applicable Revolving Lenders to make a U.S. an applicable Revolving Loan in Dollars to repay a U.S. Protective Advance. At any other time the Administrative Agent may require the U.S. Revolving Lenders to fund in Dollars their risk participations described in Section 2.04(b). At any time the making of such Multicurrency Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Multicurrency Administrative Agent may request the Multicurrency Revolving Lenders to make a Multicurrency Revolving Loan in the currency in which any Multicurrency Protective Advance is denominated to repay such Multicurrency Protective Advance. At any other time the Multicurrency Administrative Agent may require the Multicurrency Applicable Revolving Lenders to fund their risk participations described in Section 2.04(b) in any Multicurrency Protective Advance in the currency in which such Multicurrency Protective Advance is denominated).

Protective Advances. (a) Subject to the limitations set forth below, the Applicable Administrative Agent is authorized by the Borrowers and the Lenders, from time to time in the Applicable Administrative Agent’s sole discretion (but shall have absolutely no obligationobligation to), to (a) make Loans (i“Domestic Protective Advances”) to the Company in the case U.S. Dollars, Sterling or Euro on behalf of the Administrative AgentDomestic Tranche Lenders or the Global Tranche Lenders, (b) make Loans (“Canadian Protective Advances”) to the U.S. Canadian Borrower in Canadian Dollars or U.S. Dollars on behalf of the U.S. Revolving Global Tranche Lenders or (each such Loanc) make Loans (“Foreign Protective Advances” and, a together with the Domestic Protective Advances and the Canadian Protective Advances, the “U.S. Protective AdvanceAdvances”) or to the Foreign Borrowers (iiother than the Canadian Borrower) in the case of the Multicurrency Administrative AgentU.S. Dollars, Loans to either of the Borrowers in Canadian Dollars Sterling or Dollars Euro on behalf of the Multicurrency Revolving Lenders (Global Tranche Lenders, in each such Loancase, a “Multicurrency Protective Advance”) which the Applicable Administrative 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) following a Default, to pay any other amount chargeable to or required to be paid by the applicable Borrower Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents; provided that that, (1A) the U.S. Dollar Amount of the aggregate amount of Protective Advances outstanding at any time and made on behalf of the Global Tranche Lenders shall not exceed 5% of the aggregate Global Tranche Commitments of all Global Tranche Lenders at such time, (B) the U.S. Dollar Amount of the aggregate amount of Protective Advances outstanding at any time and made on behalf of the Domestic Tranche Lenders shall not exceed 5% of the aggregate Domestic Tranche Commitments of all Domestic Tranche Lenders at such time, (C) the aggregate amount of outstanding U.S. Protective Advances made on behalf of the Domestic Tranche Lenders plus the aggregate Domestic Tranche Revolving Exposures of all Domestic Tranche Lenders shall not, at any time, not exceed $50,000,000; provided further that the aggregate Domestic Tranche Commitments of all Domestic Tranche Lenders and (D) the aggregate amount of outstanding U.S. Protective Advances made on behalf of the Global Tranche Lenders plus the U.S. aggregate Global Tranche Revolving Exposure Exposures of all Global Tranche Lenders shall not exceed the aggregate U.S. Commitments; and (2) the aggregate Dollar Amount Global Tranche Commitments of outstanding Multicurrency Protective Advances shall not, at any time, exceed $5,000,000; provided further that the aggregate amount of outstanding Multicurrency Protective Advances plus the Multicurrency Revolving Exposure shall not exceed the aggregate Multicurrency Commitmentsall Global Tranche Lenders. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the Administrative Agent in and to the applicable Collateral and shall constitute Obligations hereunder. All Protective Advances made to the Company or the Canadian Borrower in U.S. Dollars shall be ABR Borrowings (Borrowings, all Protective Advances made to the Company in a Foreign Currency shall be Overnight LIBO Rate Borrowings, all Protective Advances made to the case of Dollar denominated amounts) or Canadian Prime Borrower in Canadian Dollars shall be Canadian Base Rate Borrowings and all Protective Advances made to the Foreign Borrowers (in other than the case of Canadian Dollar denominated amounts)Borrower) shall be Overnight LIBO Rate Borrowings. The Applicable Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Applicable Administrative Agent’s receipt thereof. At any time that the making of such U.S. Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the U.S. Revolving Lenders to make a U.S. Revolving Loan in Dollars to repay a U.S. Protective Advance. At any other time the Administrative Agent may require the U.S. Revolving Lenders to fund in Dollars their risk participations described in Section 2.04(b). At any time the making of such Multicurrency Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Multicurrency Administrative Agent may request the Multicurrency Revolving Lenders to make a Multicurrency Revolving Loan in the currency in which any Multicurrency Protective Advance is denominated to repay such Multicurrency Protective Advance. At any other time the Multicurrency Administrative Agent may require the Multicurrency Revolving Lenders to fund their risk participations described in Section 2.04(b) in any Multicurrency Protective Advance in the currency in which such Multicurrency Protective Advance is denominated).

Protective Advances. (a) Subject to the limitations set forth belowbelow (and notwithstanding anything to the contrary in Section 4.02), the Applicable Administrative Agent is authorized by the Borrowers Borrower and the Lenders, from time to time in the Applicable Administrative Agent’s sole discretion (but shall have absolutely no obligationobligation to), to make (i) in the case of the Administrative Agent, Loans to the U.S. Borrower in Dollars Borrower, on behalf of the U.S. Revolving all Lenders (each such Loanat any time that any condition precedent set forth in Section 4.02 has not been satisfied or waived, a “U.S. Protective Advance”) or (ii) in the case of the Multicurrency Administrative Agent, Loans to either of the Borrowers in Canadian Dollars or Dollars on behalf of the Multicurrency Revolving Lenders (each such Loan, a “Multicurrency Protective Advance”) which the Applicable Administrative 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 the applicable Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents; Documents (each such Loan, a “Protective Advance”). 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 (1together 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 U.S. Protective Advances shall not, at any time, exceed $50,000,000; provided further that the aggregate amount of outstanding U.S. Protective Advances plus the U.S. aggregate Revolving Exposure shall not exceed the aggregate U.S. total Commitments; and . No Protective Advance may remain outstanding for more than forty-five (245) days without the aggregate Dollar Amount consent of outstanding Multicurrency Protective Advances shall not, at any time, exceed $5,000,000; provided further that the aggregate amount of outstanding Multicurrency Protective Advances plus the Multicurrency Revolving Exposure shall not exceed the aggregate Multicurrency CommitmentsRequired Lenders. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfiedsatisfied or waived. The Each Protective Advances Advance shall be secured by the Liens in favor of the Administrative Agent in and to the applicable Collateral and shall constitute Obligations hereunder. All Protective Advances shall be ABR Borrowings (in the case of Dollar denominated amounts) or Canadian Prime Rate Borrowings (in the case of Canadian Dollar denominated amounts). The Applicable Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Applicable Administrative Agent’s receipt thereof. The making of a Protective Advance on any one occasion shall not obligate the Agent to make any Protective Advance on any other occasion. At any time that the making of such U.S. Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfiedsatisfied or waived, the Administrative Agent may request the U.S. Revolving Lenders to make a U.S. Revolving Loan in Dollars to repay a U.S. Protective Advance. At any other time time, the Administrative Agent may require the U.S. Revolving Lenders to fund in Dollars their risk participations described in Section 2.04(b). At any time the making of such Multicurrency Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Multicurrency Administrative Agent may request the Multicurrency Revolving Lenders to make a Multicurrency Revolving Loan in the currency in which any Multicurrency Protective Advance is denominated to repay such Multicurrency Protective Advance. At any other time the Multicurrency Administrative Agent may require the Multicurrency Revolving Lenders to fund their risk participations described in Section 2.04(b) in any Multicurrency Protective Advance in the currency in which such Multicurrency Protective Advance is denominated).

Protective Advances. (a) Subject to the limitations set forth below, the Applicable Administrative Agent is authorized by the Borrowers and the Lenders, from time to time in the Applicable Administrative Agent’s sole discretion (but shall have absolutely no obligationobligation to), to make (i) in or authorize the case of Administrative Agent or the European Administrative Agent, as applicable, to make) (i) Loans to the U.S. Borrower Company in Dollars dollars on behalf of the U.S. Revolving Facility A Lenders (each such Loan, a “U.S. Facility A Protective Advance”) or ), (ii) in the case of the Multicurrency Administrative Agent, Loans to either of the Borrowers Company in Canadian Dollars dollars or Dollars an Acceptable Foreign Currency on behalf of the Multicurrency Revolving Facility B Lenders (each such Loan, a “Multicurrency Facility B US Protective Advance”) and (iii) Loans to any European Borrower in dollars or an Acceptable Foreign Currency on behalf of the Facility B Lenders (each such Loan, a “European Protective Advances”), which the Applicable Administrative 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, Obligations or (iii) to pay any other amount chargeable to or required to be paid by any of the applicable Borrower Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan DocumentsDocuments (any of such Loans are herein referred to as “Protective Advances”); provided that (1) the aggregate amount of no Protective Advance may remain outstanding U.S. Protective Advances shall not, at any time, exceed $50,000,000for more than 30 days; provided further that the aggregate amount of outstanding U.S. (A) Protective Advances plus the U.S. Revolving Exposure outstanding at any time shall not (x) exceed $50,000,000 or (y) when added to the aggregate U.S. Commitments; and (2) the aggregate Dollar Amount of outstanding Multicurrency Protective Advances shall not, at any timetotal Revolving Exposure, exceed $5,000,000; provided further that the aggregate amount of outstanding Multicurrency the Commitments, (B) Facility A Protective Advances plus outstanding at any time shall not, when added to the Multicurrency total Facility A Revolving Exposure shall not Exposure, exceed the aggregate Multicurrency amount of the Facility A Commitments, (C) Facility B Protective Advances outstanding at any time shall not, when added to the total Facility B Revolving Exposure, exceed the aggregate amount of the Facility B Commitments and (D) European Protective Advances outstanding at any time shall not, when added to the total Facility B Revolving Exposure relating to the European Borrowers, exceed the European Sublimit (provided that, for purposes of clauses (A) through (D) above, at any time when any Lender is a Defaulting Lender, such Defaulting Lender’s Commitment shall be disregarded). Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Protective Advances shall be secured by the Liens in favor of each applicable Collateral Agent (for the Administrative Agent benefit of the Agents, the Lenders and the Issuing Banks) in and to the applicable Collateral and shall constitute Obligations hereunder. All Protective Advances denominated in dollars made to the Company shall be ABR Borrowings, all Protective Advances made in dollars to the European Borrowers shall be Overnight LIBO Borrowings (and all Protective Advances denominated in the case of Dollar denominated amounts) or Canadian Prime Rate Borrowings (in the case of Canadian Dollar denominated amounts)an Acceptable Foreign Currency shall be Overnight LIBO Borrowings. The Applicable Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Applicable Administrative Agent’s receipt thereof. At any time that the making of such U.S. Revolving Loan would not violate the Revolving Exposure Limitations there is sufficient Aggregate Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the U.S. Revolving Lenders to make a U.S. Revolving Loan Loan, in Dollars the currency in which the applicable Protective Advance was denominated, to repay a U.S. Protective Advance. At any other time the Administrative Agent may require the U.S. Revolving Lenders to fund fund, in Dollars the currency in which the applicable Protective Advance was denominated, their risk participations described in Section 2.04(b). At It is agreed that the Administrative Agent or the European Administrative Agent, as applicable shall endeavor, but without any time obligation, to notify the Borrower Representative promptly after the making of such Multicurrency Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Multicurrency Administrative Agent may request the Multicurrency Revolving Lenders to make a Multicurrency Revolving Loan in the currency in which any Multicurrency Protective Advance is denominated to repay such Multicurrency Protective Advance. At any other time the Multicurrency Administrative Agent may require the Multicurrency Revolving Lenders to fund their risk participations described in Section 2.04(b) in any Multicurrency Protective Advance in the currency in which such Multicurrency Protective Advance is denominated.

Protective Advances. (a) Subject to the limitations set forth belowbelow (and notwithstanding anything to the contrary in Section 4.02), the Applicable Administrative Agent is authorized by the Borrowers each Borrower and the Lenders, each Lender from time to time in the Applicable Administrative Agent’s its sole discretion (but shall have absolutely no obligationwithout any obligation to do so) to make Initial Revolving Loans (any such Initial Revolving Loan made pursuant to this Section 2.06(a), a “Protective Advance”) to make (i) in the case of the Administrative Agent, Loans to the U.S. any North American Borrower in Dollars on behalf of the U.S. Initial Revolving Lenders (each such Loanat any time that any condition precedent set forth in Section 4.02 has not been satisfied or waived, a “U.S. Protective Advance”) or (ii) in the case of the Multicurrency Administrative Agent, Loans to either of the Borrowers in Canadian Dollars or Dollars on behalf of the Multicurrency Revolving Lenders (each such Loan, a “Multicurrency Protective Advance”) which the Applicable Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral, relevant Collateral or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the relevant Revolving Loans and other Obligations, relevant Secured Obligations or (iii) to pay any other amount chargeable to or required to be paid by the applicable relevant Borrower or any other Loan Party pursuant to the terms of this AgreementAgreement or any other Loan Document, including payments any payment of any reimbursable expenses expense (including costs, fees, and expenses as any expense described in Section 9.03) and any other sums amount that, in each case is then due and payable under any Loan Document and not the subject of a good faith dispute by the relevant North American Loan Documents; provided that Party. All Protective Advances denominated in Dollars to the US Borrower shall be ABR Borrowings or Canadian Base Rate Borrowings, as applicable, and all Protective Advances denominated in Canadian Dollars to the Canadian Borrower shall be Canadian Prime Rate Borrowings. No Protective Advance may be made if, after giving effect thereto, (1i) the aggregate amount of outstanding U.S. Protective Advances shall notand Overadvances would exceed 10% of the North American Borrowing Base, at any time, exceed $50,000,000; provided further that (ii) the aggregate amount of outstanding U.S. Protective Advances plus the U.S. Total Revolving Credit Exposure shall not would exceed the aggregate U.S. Commitments; and Aggregate Commitment, (2iii) the aggregate Dollar Amount Initial Revolving Credit Exposure of outstanding Multicurrency Protective Advances shall not, at any time, exceed $5,000,000; provided further that the aggregate amount of outstanding Multicurrency Protective Advances plus the Multicurrency Revolving Exposure shall not all Lenders would exceed the aggregate Multicurrency CommitmentsAggregate North American Commitment, (iv) any Initial Revolving Lender’s Initial Revolving Credit Exposure would exceed such Initial Revolving Lender’s Initial Commitment. Each Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Protective Advances Advance shall be secured by the Liens on the North American Collateral in favor of the Administrative Agent in and to the applicable Collateral and shall constitute Obligations a North American Obligation hereunder. All Each Protective Advances Advance shall be ABR Borrowings repaid by the applicable Borrower upon the earliest of (in i) demand by the case of Dollar denominated amountsAdministrative Agent, (ii) or Canadian Prime Rate Borrowings the next succeeding Maturity Date and (in iii) the case of Canadian Dollar denominated amounts)date that is thirty (30) days after such Protective Advance is made. The Applicable Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and The making of a Protective Advance on any one occasion shall become effective prospectively upon not obligate the Applicable Administrative Agent’s receipt thereofAgent to make any Protective Advance on any other occasion. At any time that the making of such U.S. Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the U.S. Revolving Lenders to make a U.S. Revolving Loan in Dollars to repay a U.S. Protective Advance. At any other time the Administrative Agent may require the U.S. Revolving Lenders to fund in Dollars their risk participations described in Section 2.04(b). At any time the making of such Multicurrency Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Multicurrency Administrative Agent may request the Multicurrency Revolving Lenders to make a Multicurrency Revolving Loan in the currency in which any Multicurrency Protective Advance is denominated to repay such Multicurrency Protective Advance. At any other time the Multicurrency Administrative Agent may require the Multicurrency Revolving Lenders to fund their risk participations described in Section 2.04(b) in any Multicurrency Protective Advance in the currency in which such Multicurrency Protective Advance is denominated.129379097_5 #96094974v22 133208524_1

Protective Advances. (a) Subject to the limitations set forth belowbelow (and notwithstanding anything to the contrary in Section 4.02), the Applicable Administrative Agent is authorized by the Borrowers each Borrower and the Lenders, each Lender from time to time in the Applicable Administrative Agent’s its sole discretion (but shall have absolutely no obligationwithout any obligation to do so) to make Initial US Revolving Loans (any such Initial US Revolving Loan made pursuant to this Section 2.06(a), a “US Protective Advance”) and Initial Canadian Revolving Loans (any such Initial Canadian Revolving Loan made pursuant to make (ithis Section 2.06(a), a “Canadian Protective Advance” and, together with any US Protective Advance together, the “Protective Advances”) in the case of the Administrative Agent, Loans to the U.S. any applicable Borrower in Dollars on behalf of the U.S. Revolving Lenders (each such Loan, a “U.S. Protective Advance”) or (ii) in the case of the Multicurrency Administrative Agentrelevant Class at any time that any condition precedent set forth in Section 4.02 has not been satisfied or waived, Loans to either of the Borrowers in Canadian Dollars or Dollars on behalf of the Multicurrency Revolving Lenders (each such Loan, a “Multicurrency Protective Advance”) which the Applicable Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral, relevant Collateral or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the relevant Revolving Loans and other Obligations, relevant Secured Obligations or (iii) to pay any other amount chargeable to or required to be paid by the applicable relevant Borrower or any other Loan Party pursuant to the terms of this AgreementAgreement or any other Loan Document, including payments any payment of any reimbursable expenses expense (including costs, fees, and expenses as any expense described in Section 9.03) and any other sums amount that, in each case is then due and payable under any Loan Document and not the subject of a good faith dispute by the relevant Loan Documents; provided that Party. All Protective Advances denominated in Dollars shall be ABR Borrowings or Canadian Base Rate Borrowings, as applicable, and all Protective Advances denominated in Canadian Dollars shall be Canadian Prime Rate Borrowings. No Protective Advance may be made if, after giving effect thereto, (1i) the aggregate amount of outstanding U.S. Protective Advances shall notand Overadvances would exceed 10% of the Borrowing Base, at any time, exceed $50,000,000; provided further that (ii) the aggregate amount of outstanding U.S. Protective Advances plus the U.S. Total Revolving Credit Exposure shall not would exceed the aggregate U.S. Commitments; and Aggregate Commitment, (2iii) the aggregate Dollar Amount of outstanding Multicurrency Protective Advances shall not, at any time, exceed $5,000,000; provided further that the aggregate amount of outstanding Multicurrency Protective Advances plus the Multicurrency Revolving Exposure shall not exceed the aggregate Multicurrency Commitments. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the Administrative Agent in and to the applicable Collateral and shall constitute Obligations hereunder. All Protective Advances shall be ABR Borrowings (in the case of Dollar denominated amounts) or Canadian Prime Rate Borrowings (in the case of Canadian Dollar denominated amounts). The Applicable Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Applicable Administrative Agent’s receipt thereof. At any time that the making of such U.S. Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the U.S. Revolving Lenders to make a U.S. Revolving Loan in Dollars to repay a U.S. US Protective Advance. At , any other time the Administrative Agent may require the U.S. Lender’s Initial US Revolving Lenders to fund in Dollars their risk participations described in Section 2.04(b). At any time the making of Credit Exposure would exceed such Multicurrency Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Multicurrency Administrative Agent may request the Multicurrency Revolving Lenders to make a Multicurrency Revolving Loan in the currency in which any Multicurrency Protective Advance is denominated to repay such Multicurrency Protective Advance. At any other time the Multicurrency Administrative Agent may require the Multicurrency Revolving Lenders to fund their risk participations described in Section 2.04(b) in any Multicurrency Protective Advance in the currency in which such Multicurrency Protective Advance is denominated.Lender’s Initial US Commitment or

Protective Advances. (a) Subject to the limitations set forth below, after the Applicable Closing Date, the Administrative Agent is authorized by the Borrowers and the Lenders, from time to time in the Applicable Administrative Agent’s sole discretion (but shall have absolutely no obligationobligation to), to make (i) in the case of the Administrative Agent, Loans to the U.S. Borrower in Dollars and/or the Canadian Borrower, as applicable, on behalf of the U.S. Revolving Lenders (each such Loanall Lenders, a “U.S. Protective Advance”) or (ii) in the case of the Multicurrency Administrative Agent, Loans to either of the Borrowers in Canadian Dollars or Dollars on behalf of the Multicurrency Revolving Lenders (each such Loan, a “Multicurrency Protective Advance”) which the Applicable Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the applicable Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the applicable Loans and other applicable Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the applicable Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan DocumentsDocuments (any of such Loans are herein referred to as “Protective Advances”); provided that (1) that, without the consent of the Required Lenders, the aggregate principal amount of outstanding U.S. Protective Advances shall not, at any time, exceed $50,000,000; provided further that 25,000,000. Subject to Section 9.20, the aggregate amount of outstanding U.S. Protective Advances plus the U.S. Revolving Exposure shall not exceed the aggregate U.S. Commitments; and (2) the aggregate Dollar Amount of outstanding Multicurrency Protective Advances shall not, at any time, exceed $5,000,000; provided further that the aggregate amount of outstanding Multicurrency Protective Advances plus the Multicurrency Revolving Exposure shall not exceed the aggregate Multicurrency Commitments. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the Administrative Agent in and to the applicable Collateral and shall constitute U.S. Obligations or Canadian Obligations, as applicable, hereunder. All Protective Advances shall be ABR Borrowings (in the case of Dollar denominated amounts) or Canadian Prime Rate Borrowings (U.S. Dollars and bear interest as provided in the case of Canadian Dollar denominated amounts)Section 2.13. The Applicable Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Applicable Administrative Agent’s receipt thereof. At any time that the making of such U.S. Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the U.S. Revolving Lenders to make a U.S. Revolving Loan in Dollars to repay a U.S. Protective Advance. At any other time the Administrative Agent may require the U.S. Revolving Lenders to fund in Dollars their risk participations described in Section 2.04(b). At any time the making of such Multicurrency Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Multicurrency Administrative Agent may request the Multicurrency Revolving Lenders to make a Multicurrency Revolving Loan in the currency in which any Multicurrency Protective Advance is denominated to repay such Multicurrency Protective Advance. At any other time the Multicurrency Administrative Agent may require the Multicurrency Revolving Lenders to fund their risk participations described in Section 2.04(b) in any Multicurrency Protective Advance in the currency in which such Multicurrency Protective Advance is denominated).

Protective Advances. (a) Subject to the limitations set forth belowbelow (and notwithstanding anything to the contrary in Section 4.02), the Applicable Administrative Agent is authorized by the Borrowers each Borrower and the Lenders, each Lender from time to time in the Applicable Administrative Agent’s its sole discretion (but shall have absolutely no obligationwithout any obligation to do so) to make Initial US Revolving Loans (any such Initial US Revolving Loan made pursuant to this Section 2.06(a), a “US Protective Advance”), Initial Canadian Revolving Loans (any such Initial Canadian Revolving Loan made pursuant to make this Section 2.06(a), a “Canadian Protective Advance”) and Initial European Revolving Loans (iany such Initial European Revolving Loan made pursuant to this Section 2.06(a), a “European Protective Advance” and, together with any US Protective Advance and Canadian Protective Advance, collectively, the “Protective Advances”) in the case of the Administrative Agent, Loans to the U.S. any applicable Borrower in Dollars on behalf of the U.S. Revolving Lenders (each such Loan, a “U.S. Protective Advance”) or (ii) in the case of the Multicurrency Administrative Agentrelevant Class at any time that any condition precedent set forth in Section 4.02 has not been satisfied or waived, Loans to either of the Borrowers in Canadian Dollars or Dollars on behalf of the Multicurrency Revolving Lenders (each such Loan, a “Multicurrency Protective Advance”) which the Applicable Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral, relevant Collateral or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the relevant Revolving Loans and other Obligations, relevant Secured Obligations or (iii) to pay any other amount chargeable to or required to be paid by the applicable relevant Borrower or any other Loan Party pursuant to the terms of this AgreementAgreement or any other Loan Document, including payments any payment of any reimbursable expenses expense (including costs, fees, and expenses as any expense described in Section 9.03) and any other sums amount that, in each case is then due and payable under any Loan Document and not the subject of a good faith dispute by the relevant Loan Documents; provided that (1) Party. All Protective Advances denominated in Dollars shall be ABR Borrowings, all Protective Advances denominated in Canadian Dollars shall be CDOR Rate Borrowings and all Protective Advances denominated in Euros or Sterling shall be LIBO Rate Borrowings. No Protective Advance may be made if, after giving effect thereto, the aggregate amount of outstanding U.S. Protective Advances shall not, at any time, and Overadvances would exceed $50,000,000; provided further that 10% of the aggregate amount greater of outstanding U.S. Protective Advances plus (A) the U.S. Revolving Exposure shall not exceed the aggregate U.S. Commitments; Commitments and (2B) the aggregate Dollar Amount of outstanding Multicurrency Protective Advances shall not, at any time, exceed $5,000,000; provided further that the aggregate amount of outstanding Multicurrency Protective Advances plus the Multicurrency Revolving Exposure shall not exceed the aggregate Multicurrency Commitments. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the Administrative Agent in and to the applicable Collateral and shall constitute Obligations hereunder. All Protective Advances shall be ABR Borrowings (in the case of Dollar denominated amounts) or Canadian Prime Rate Borrowings (in the case of Canadian Dollar denominated amounts). The Applicable Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Applicable Administrative Agent’s receipt thereof. At any time that the making of such U.S. Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the U.S. Revolving Lenders to make a U.S. Revolving Loan in Dollars to repay a U.S. Protective Advance. At any other time the Administrative Agent may require the U.S. Revolving Lenders to fund in Dollars their risk participations described in Section 2.04(b). At any time the making of such Multicurrency Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Multicurrency Administrative Agent may request the Multicurrency Revolving Lenders to make a Multicurrency Revolving Loan in the currency in which any Multicurrency Protective Advance is denominated to repay such Multicurrency Protective Advance. At any other time the Multicurrency Administrative Agent may require the Multicurrency Revolving Lenders to fund their risk participations described in Section 2.04(b) in any Multicurrency Protective Advance in the currency in which such Multicurrency Protective Advance is denominatedBorrowing Base.

Protective Advances. (a) Subject to the limitations set forth below, the Applicable UK Administrative Agent is authorized by the Borrowers UK Borrower and the UK Lenders, from time to time in the Applicable UK Administrative Agent’s 's sole discretion (but shall have absolutely no obligationobligation to), to make (i) in the case of the Administrative Agent, Loans to the U.S. Borrower in Dollars UK Borrower, on behalf of the U.S. Revolving Lenders (each such Loanall UK Lenders, a “U.S. Protective Advance”) or (ii) in the case of the Multicurrency Administrative Agent, Loans to either of the Borrowers in Canadian Dollars or Dollars on behalf of the Multicurrency Revolving Lenders (each such Loan, a “Multicurrency Protective Advance”) which the Applicable UK Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other UK Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the applicable UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan DocumentsDocuments (any of such Loans are herein referred to as "Protective UK Advances"); provided that (1) that, the aggregate amount of Protective UK Advances outstanding at any time shall not at any time exceed an amount equal to 10% of the UK Revolving Commitments; provided further that, the aggregate amount of outstanding U.S. Protective Advances shall not, at any time, exceed $50,000,000; provided further that the aggregate amount of outstanding U.S. Protective UK Advances plus the U.S. aggregate UK Revolving Exposure shall not exceed the aggregate U.S. unused UK Revolving Commitments; and (2) the aggregate Dollar Amount of outstanding Multicurrency Protective Advances shall not, at any time, exceed $5,000,000; provided further that the aggregate amount of outstanding Multicurrency Protective Advances plus the Multicurrency Revolving Exposure shall not exceed the aggregate Multicurrency Commitments. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Protective UK Advances shall be secured by the Liens in favor of the UK Administrative Agent in and to the applicable UK Collateral and shall constitute UK Obligations hereunder. All Protective Advances shall be ABR Borrowings (in the case of Dollar denominated amounts) or Canadian Prime Rate Borrowings (in the case of Canadian Dollar denominated amounts). The Applicable UK Administrative Agent’s 's authorization to make Protective UK Advances may be revoked at any time by the Required UK Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Applicable UK Administrative Agent’s 's receipt thereof. At any time that the making of such U.S. Revolving Loan would not violate the Revolving Exposure Limitations there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UK Administrative Agent may request the U.S. Revolving UK Lenders to make a U.S. UK Revolving Loan in Dollars to repay a U.S. Protective UK Advance. At any other time the UK Administrative Agent may require the U.S. Revolving Lenders to fund in Dollars their risk participations described in Section 2.04(b). At any time the making of such Multicurrency Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Multicurrency Administrative Agent may request the Multicurrency Revolving Lenders to make a Multicurrency Revolving Loan in the currency in which any Multicurrency Protective Advance is denominated to repay such Multicurrency Protective Advance. At any other time the Multicurrency Administrative Agent may require the Multicurrency Revolving UK Lenders to fund their risk participations described in Section 2.04(b) 2.04(d). Notwithstanding the foregoing, or any other provision of this Agreement, the funding of any Protective UK Advances, or any other sums to be funded by the UK Administrative Agent hereunder or under any of the other Loan Documents, may be made by any branch of the US Administrative Agent located in any Multicurrency Protective Advance in the currency in which such Multicurrency Protective Advance is denominatedEngland, Scotland or Wales.

Protective Advances. (a) Subject to the limitations set forth below, the Applicable Administrative Agent is authorized by the Borrowers and the Lenders, from time to time in the Applicable Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make (i) in the case of the Administrative Agent, Loans to the U.S. Borrower Borrowers in Dollars on behalf of the U.S. Revolving Lenders (each such Loan, a “U.S. Protective Advance”) or (ii) in the case of the Multicurrency Canadian Administrative Agent, Loans to either of the Canadian Borrower or the U.S. Borrowers in Canadian Dollars or Dollars on behalf of the Multicurrency Canadian Revolving Lenders (each such Loan, a “Multicurrency Canadian Protective Advance”) which the Applicable Administrative Agent, in its Permitted Discretion, deems necessary or desirable appropriate (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 or required to be paid by the applicable Borrower Borrower(s) pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents; provided that (1i) the aggregate principal amount of outstanding U.S. Protective Advances shall not, at any time, exceed $50,000,000(x) 5% of the total U.S. Commitment then in effect or (y) when aggregated with the aggregate outstanding principal amount of U.S. Overadvances, 7.5% of the total U.S. Commitment then in effect; provided further that the aggregate amount of outstanding no U.S. Protective Advances plus the Advance shall be made if after giving effect thereto, any Lender’s U.S. Revolving Credit Exposure shall not exceed the aggregate such Lender’s U.S. Commitments; Commitment and (2ii) the aggregate Dollar Amount AmountEquivalent of outstanding Multicurrency Canadian Protective Advances shall not, at any time, exceed $5,000,000(x) 5% of the total Canadian Commitment then in effect or (y) when aggregated with the aggregate outstanding principal amount of Canadian Overadvances, 7.5% of the total Canadian Commitment then in effect; provided further that the aggregate amount of outstanding Multicurrency no Canadian Protective Advances plus the Multicurrency Revolving Advance shall be made if after giving effect thereto, any Lender’s Canadian Credit Exposure shall not exceed the aggregate Multicurrency Commitmentssuch Lender’s Canadian Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the Administrative Agent in and to the applicable Collateral and shall constitute Obligations hereunder. All Protective Advances shall be ABR Borrowings (in the case of Dollar denominated amounts) or Canadian Prime Rate Borrowings (in the case of Canadian Dollar denominated amounts). The Applicable Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Applicable Administrative Agent’s receipt thereof. At any time that the making of such U.S. Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the U.S. Revolving Lenders to make a U.S. Revolving Loan in Dollars to repay a U.S. Protective Advance. At any other time the Administrative Agent may require the U.S. Revolving Lenders to fund in Dollars their risk participations described in Section 2.04(b). At any time the making of such Multicurrency Canadian Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Multicurrency Canadian Administrative Agent may request the Multicurrency Canadian Revolving Lenders to make a Multicurrency Canadian Revolving Loan to the applicable Borrower(s) in the currency in which any Multicurrency Canadian Protective Advance is denominated to repay such Multicurrency Canadian Protective Advance. At any other time the Multicurrency Canadian Administrative Agent may require the Multicurrency Canadian Revolving Lenders to fund their risk participations described in Section 2.04(b) in any Multicurrency Canadian Protective Advance in the currency in which such Multicurrency Canadian Protective Advance is denominated.

Protective Advances. (a) Subject to the limitations set forth below, during the Applicable existence of a Default or Event of Default, the Administrative Agent is authorized by the Borrowers Borrower and the Lenders, from time to time in the Applicable Administrative Agent’s sole discretion (but shall have absolutely no obligationobligation to), to make (i) in the case of the Administrative Agent, Loans to the U.S. Borrower in Dollars Borrowers, on behalf of the U.S. Revolving Lenders (each such Loanall Lenders, a “U.S. Protective Advance”) or (ii) in the case of the Multicurrency Administrative Agent, Loans to either of the Borrowers in Canadian Dollars or Dollars on behalf of the Multicurrency Revolving Lenders (each such Loan, a “Multicurrency Protective Advance”) which the Applicable Administrative 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 the applicable Borrower Loan Parties pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan DocumentsDocuments (any of such Loans are herein referred to as “Protective Advances”); provided that (1) that, the aggregate amount of Protective Advances outstanding at any time shall not at any time exceed $40,000,000; provided further that, the aggregate amount of outstanding U.S. Protective Advances shall not, at any time, exceed $50,000,000; provided further that the aggregate amount of outstanding U.S. Protective Advances plus the U.S. Aggregate Revolving Credit Exposure shall not exceed the aggregate U.S. Commitments; and (2) the aggregate Dollar Amount of outstanding Multicurrency Protective Advances shall not, at any time, exceed $5,000,000; provided further that the aggregate amount of outstanding Multicurrency Protective Advances plus the Multicurrency Revolving Exposure shall not exceed the aggregate Multicurrency Commitments. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the Administrative Agent in and to the applicable Collateral and shall constitute Obligations hereunder. All Protective Advances shall be ABR Borrowings (in the case of Dollar denominated amounts) or Canadian Prime Rate Borrowings (in the case of Canadian Dollar denominated amounts)Borrowings. The Applicable Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Applicable Administrative Agent’s receipt thereof. At any time that the making of such U.S. Revolving Loan would not violate the Revolving Exposure Limitations there is sufficient Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the U.S. Revolving Lenders to make a U.S. Revolving Loan in Dollars to repay a U.S. Protective Advance. At any other time the Administrative Agent may require the U.S. Revolving Lenders to fund in Dollars their risk participations described in Section 2.04(b). At any time the making of such Multicurrency Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Multicurrency Administrative Agent may request the Multicurrency Revolving Lenders to make a Multicurrency Revolving Loan in the currency in which any Multicurrency Protective Advance is denominated to repay such Multicurrency Protective Advance. At any other time the Multicurrency Administrative Agent may require the Multicurrency Revolving Lenders to fund their risk participations described in Section 2.04(b) in any Multicurrency Protective Advance in the currency in which such Multicurrency Protective Advance is denominated).

Protective Advances. (a) Subject to the limitations set forth below, the Applicable The Administrative Agent is authorized by shall be authorized, in its discretion, following notice to and consultation with the Borrowers and the LendersLead Borrower, from time to time in the Applicable Administrative Agent’s sole discretion (but shall have absolutely no obligation)at any time, to make (i) in the case of the Administrative Agent, U.S. Base Rate Loans to the U.S. Borrower in Dollars on behalf of the U.S. Revolving Lenders Borrowers (each such Loanloan, a “U.S. Protective Advance”) and Canadian Prime Loans (through its Canada branch or (iiCanadian lending office) in to the case of the Multicurrency Administrative Agent, Loans to either of the Borrowers in Canadian Dollars or Dollars on behalf of the Multicurrency Revolving Lenders Borrower (each such Loan, a “Multicurrency Canadian Protective Advance” and together with the U.S. Protective Advances, “Protective Advances”) which the Applicable Administrative Agent, in its Permitted Discretion, deems necessary or desirable (a) (i) in an aggregate amount, together with the aggregate amount of all Overadvance Loans, not to preserve or protect exceed 10% of the Collateral, or any portion thereofAggregate Non-FILO Borrowing Base, (ii) in an aggregate amount, together with the aggregate amount of Overadvance Loans under themade to a U.S. SubfacilityBorrower, not to exceed 10% of the U.S. Borrowing Base and (iii) in an aggregate amount, together with the aggregate amount of Overadvance Loans undermade to the Canadian SubfacilityBorrower, not to exceed 10% of the Canadian Borrowing Base, if the Administrative Agent deems such Protective Advances necessary or desirable to preserve and protect the Applicable Collateral, or to enhance the likelihood of, collectability or maximize the amount of, repayment of the Loans and other Obligations, Obligations under such Subfacility; or (iiib) to pay any other amount amounts chargeable to or required to be paid by the applicable Borrower pursuant to the terms of this AgreementCredit Parties under any Credit Documents, including payments of reimbursable expenses (including costs, fees, fees and expenses as described in Section 9.03) and other sums payable under the Loan Documentsexpenses; provided that that, (1i) the aggregate amount of outstanding U.S. Protective Advances plus the outstanding amount of Revolving Loans and LC Obligations shall notnot exceed the aggregate Revolving Commitments, at any time, exceed $50,000,000; provided further that (ii) the aggregate amount of outstanding U.S. Protective Advances plus the outstanding amount of U.S. Revolving Exposure Loans and U.S. LC Obligations shall not exceed the aggregate U.S. Commitments; Revolving Commitments and (2iii) the aggregate Dollar Amount of outstanding Multicurrency Protective Advances shall not, at any time, exceed $5,000,000; provided further that the aggregate amount of outstanding Multicurrency Canadian Protective Advances plus the Multicurrency outstanding amount of Canadian Revolving Exposure Loans and Canadian LC Obligations shall not exceed the aggregate Multicurrency CommitmentsCanadian Revolving CommitmentsSublimit. Each applicable Lender shall participate in each Protective Advance in accordance with its Pro Rata Percentage. Required Lenders may at any time revoke the Administrative Agent’s authority to make further Protective Advances may under clause (a) by written notice to the Administrative Agent. Absent such revocation, the Administrative Agent’s determination that funding of a Protective Advance is appropriate shall be made even if the conditions precedent set forth in Section 4.02 have not been satisfiedconclusive. The Administrative Agent may use the proceeds of such Protective Advances shall be secured by to (a) protect, insure, maintain or realize upon any Applicable Collateral; or (b) defend or maintain the validity or priority of the Collateral Agent’s Liens in favor on any Applicable 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 in and shall use reasonable efforts to notify the applicable Collateral Lead Borrower after paying any such amount or taking any such action and shall constitute Obligations hereunder. All Protective Advances shall be ABR Borrowings (in the case not make payment of Dollar denominated amounts) or Canadian Prime Rate Borrowings (in the case of Canadian Dollar denominated amounts). The Applicable Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Applicable Administrative Agent’s receipt thereof. At any time item that the making of such U.S. Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the U.S. Revolving Lenders to make a U.S. Revolving Loan in Dollars to repay a U.S. Protective Advance. At any other time the Administrative Agent may require the U.S. Revolving Lenders to fund in Dollars their risk participations described in Section 2.04(b). At any time the making of such Multicurrency Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Multicurrency Administrative Agent may request the Multicurrency Revolving Lenders to make a Multicurrency Revolving Loan in the currency in which any Multicurrency Protective Advance is denominated to repay such Multicurrency Protective Advance. At any other time the Multicurrency Administrative Agent may require the Multicurrency Revolving Lenders to fund their risk participations described in Section 2.04(b) in any Multicurrency Protective Advance in the currency in which such Multicurrency Protective Advance is denominatedbeing Properly Contested.

Protective Advances. The Administrative Agent shall be authorized, in its discretion, at any time that any conditions in Section 4.02 are not satisfied, to make U.S. Revolving Credit Loans (any such U.S. Revolving Credit Loans made pursuant to this Section 2.01(g), “U.S. Protective Advances”) or to cause to be made through Bank of America-Canada Branch as its sub-agent Canadian Revolving Credit Loans (any such Canadian Revolving Credit Loans made pursuant to this Section 2.01(g), “Canadian Protective Advances” and, together with the U.S. Protective Advances, the “Protective Advances”) (a) Subject in an aggregate amount not to exceed, when taken together with all U.S. Overadvances and all Canadian Overadvances, (x) if the limitations set forth belowU.S. Excess Availability shall be less than zero when any such U.S. Protective Advance is made, or if the Applicable Canadian Excess Availability shall be less than zero when any such Canadian Protective Advance is made, $10,000,000 at any time outstanding or (y) otherwise, $15,000,000 at any time outstanding, in each case if the Administrative Agent is authorized by the Borrowers and the Lenders, from time to time in the Applicable Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make (i) in the case of the Administrative Agent, reasonably deems such Loans to the U.S. Borrower in Dollars on behalf of the U.S. Revolving Lenders (each such Loan, a “U.S. Protective Advance”) or (ii) in the case of the Multicurrency Administrative Agent, Loans to either of the Borrowers in Canadian Dollars or Dollars on behalf of the Multicurrency Revolving Lenders (each such Loan, a “Multicurrency Protective Advance”) which the Applicable Administrative 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, collectibility or maximize the amount of, repayment of the Loans and other Obligations, ; or (iiib) to pay any other amount amounts chargeable to or required to be paid by the applicable Borrower pursuant to the terms of this AgreementLoan Parties under any Loan Documents, including payments of reimbursable expenses (including costs, fees, fees and expenses as described in Section 9.03) expenses. Protective Advances shall constitute Obligations secured by the Collateral and other sums payable under shall be entitled to all of the benefits of the Loan Documents; provided that (1) . Immediately upon the aggregate amount making of outstanding U.S. a Protective Advances shall notAdvance, at any time, exceed $50,000,000; provided further that the aggregate amount of outstanding U.S. Protective Advances plus the U.S. Revolving Exposure shall not exceed the aggregate U.S. Commitments; and (2) the aggregate Dollar Amount of outstanding Multicurrency Protective Advances shall not, at any time, exceed $5,000,000; provided further that the aggregate amount of outstanding Multicurrency Protective Advances plus the Multicurrency Revolving Exposure shall not exceed the aggregate Multicurrency Commitments. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Protective Advances each applicable Appropriate Lender shall be secured by the Liens in favor of deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Administrative Agent a risk participation in and such Protective Advance in an amount equal to the product of such applicable Collateral and shall constitute Obligations hereunder. All Revolving Credit Lender's Applicable Percentage times the amount of such Protective Advances shall be ABR Borrowings (in the case of Dollar denominated amounts) or Canadian Prime Rate Borrowings (in the case of Canadian Dollar denominated amounts)Advance. The Applicable Administrative Agent’s authorization to make Protective Advances Supermajority Lenders may be revoked at any time by revoke the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Applicable Administrative Agent’s receipt thereof's authority to make further Protective Advances by written notice to the Administrative Agent. At any time that the making of Absent such U.S. Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfiedrevocation, the Administrative Agent may request the U.S. Revolving Lenders to make Agent's determination that funding of a U.S. Revolving Loan in Dollars to repay a U.S. Protective Advance. At any other time the Administrative Agent may require the U.S. Revolving Lenders to fund in Dollars their risk participations described in Section 2.04(b). At any time the making of such Multicurrency Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Multicurrency Administrative Agent may request the Multicurrency Revolving Lenders to make a Multicurrency Revolving Loan in the currency in which any Multicurrency Protective Advance is denominated appropriate shall be conclusive. In no event shall Protective Advances cause the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender's Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender's Applicable Percentage of the Outstanding Amount of all Swing Line Loans to repay exceed such Multicurrency Protective Advance. At any other time the Multicurrency Administrative Agent may require the Multicurrency Revolving Lenders to fund their risk participations described in Section 2.04(b) in any Multicurrency Protective Advance in the currency in which such Multicurrency Protective Advance is denominatedLender's Commitment.

Protective Advances. (a) Subject to the limitations set forth below, the Applicable Administrative Agent is authorized by the Borrowers and the Lenders, from time to time in the Applicable Administrative Agent’s sole discretion (but shall have absolutely no obligationobligation to), to make (i) in the case of the Administrative Agent, Loans to the U.S. Borrower in Dollars Borrowers or the Canadian Borrowers, as applicable, on behalf of the U.S. Revolving Lenders (each such Loanall Lenders, a “U.S. Protective Advance”) or (ii) in the case of the Multicurrency Administrative Agent, Loans to either of the Borrowers in Canadian Dollars or Dollars on behalf of the Multicurrency Revolving Lenders (each such Loan, a “Multicurrency Protective Advance”) which the Applicable Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the applicable 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 the applicable Borrower Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan DocumentsDocuments (any of such Loans are herein referred to as “Protective Advances”); provided that (1i) the aggregate principal amount of outstanding U.S. Protective Advances shall not, at any time, exceed $50,000,000(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 the aggregate amount of outstanding U.S. no Protective Advances plus the U.S. Advance shall be made if after giving effect thereto, any Lender’s Revolving Exposure shall not exceed the aggregate U.S. Commitments; and (2) the aggregate Dollar Amount of outstanding Multicurrency Protective Advances shall not, at any time, exceed $5,000,000; provided further that the aggregate amount of outstanding Multicurrency Protective Advances plus the Multicurrency Revolving Exposure shall not exceed the aggregate Multicurrency Commitmentssuch Lender’s Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Subject to Section 9.21, the Protective Advances shall be secured by the Liens in favor of the Administrative Agent in and to the applicable Collateral and shall constitute Obligations hereunder. All Protective Advances shall be ABR Borrowings (in the case of Dollar denominated amounts) or Canadian Prime Rate Borrowings (in the case of Canadian Dollar denominated amounts)Borrowings, as applicable. The Applicable Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Applicable Administrative Agent’s receipt thereof. At any time that the making of such U.S. Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the U.S. Revolving Lenders to make a U.S. Revolving Loan in Dollars to repay a U.S. Protective Advance. At any other time the Administrative Agent may require the U.S. Revolving Lenders to fund in Dollars their risk participations described in Section 2.04(b). At any time the making of such Multicurrency Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Multicurrency Administrative Agent may request the Multicurrency Revolving Lenders to make a Multicurrency Revolving Loan in the currency in which any Multicurrency Protective Advance is denominated to repay such Multicurrency Protective Advance. At any other time the Multicurrency Administrative Agent may require the Multicurrency Revolving Lenders to fund their risk participations described in Section 2.04(b) in any Multicurrency Protective Advance in the currency in which such Multicurrency Protective Advance is denominated).

Protective Advances. (a) Subject to the limitations set forth below, the Applicable Administrative Agent is authorized by the US Borrowers and the US Lenders, from time to time in the Applicable Administrative Agent’s 's sole discretion (but shall have absolutely no obligation), to make (i) in the case of the Administrative Agent, Loans to the U.S. Borrower in Dollars US Borrowers, on behalf of the U.S. Revolving Lenders (each such Loanall Lenders, a “U.S. Protective Advance”) or (ii) in the case of the Multicurrency Administrative Agent, Loans to either of the Borrowers in Canadian Dollars or Dollars on behalf of the Multicurrency Revolving Lenders (each such Loan, a “Multicurrency Protective Advance”) which the Applicable Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the CollateralCollateral owned by the US Loan Parties, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the US Loans and other ObligationsObligations of the US Borrowers, or (iii) to pay any other amount chargeable to or required to be paid by the applicable Borrower US Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.039.3) and other sums payable under the Loan DocumentsDocuments (any of such Loans are herein referred to as "US PROTECTIVE ADVANCES"); provided that (1) that, the aggregate amount of US Protective Advances outstanding at any time shall not at any time exceed $15,000,000; provided further that, the aggregate amount of outstanding U.S. Protective Advances shall not, at any time, exceed $50,000,000; provided further that the aggregate amount of outstanding U.S. US Protective Advances plus the U.S. aggregate US Revolving Exposure shall not exceed the aggregate U.S. Commitments; and (2) the aggregate Dollar Amount of outstanding Multicurrency Protective Advances shall not, at any time, exceed $5,000,000; provided further that the aggregate amount of outstanding Multicurrency Protective Advances plus the Multicurrency US Revolving Exposure shall not exceed the aggregate Multicurrency Commitments. US Protective Advances may be made even if the conditions precedent set forth in Section 4.02 4.2 have not been satisfied. The US Protective Advances shall be secured by the Liens in favor of the Administrative US Collateral Agent in and to the applicable Collateral and shall constitute US Secured Obligations hereunder. All US Protective Advances shall be ABR Borrowings (in the case of Dollar denominated amounts) or Canadian Prime Rate Borrowings (in the case of Canadian Dollar denominated amounts)Borrowings. The Applicable Administrative Agent’s 's authorization to make US Protective Advances may be revoked at any time by the Required Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Applicable Administrative Agent’s 's receipt thereof. At any time that the making of such U.S. Revolving Loan would not violate the Revolving Exposure Limitations there is sufficient US Availability and the conditions precedent set forth in Section 4.02 4.2 have been satisfied, the Administrative Agent may request the U.S. US Revolving Lenders to make a U.S. US Revolving Loan in Dollars to repay a U.S. US Protective Advance. At any other time the Administrative Agent may require the U.S. Revolving Lenders to fund in Dollars their risk participations described in Section 2.04(b). At any time the making of such Multicurrency Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Multicurrency Administrative Agent may request the Multicurrency Revolving Lenders to make a Multicurrency Revolving Loan in the currency in which any Multicurrency Protective Advance is denominated to repay such Multicurrency Protective Advance. At any other time the Multicurrency Administrative Agent may require the Multicurrency Revolving US Lenders to fund their risk participations described in Section 2.04(b) in any Multicurrency Protective Advance in the currency in which such Multicurrency Protective Advance is denominated4.2(b).

Protective Advances. (a) Subject to the limitations set forth below, the Applicable Administrative Agent is authorized by the Borrowers and the Lenders, from time to time in the Applicable Administrative Agent’s sole discretion (but shall not have absolutely no obligationthe obligation to), to make (i) in to make Loans (collectively, the case of the Administrative Agent, Loans “U.S. Tranche Protective Advances”) to the U.S. Borrower Borrowers in U.S. Dollars on behalf of the U.S. Revolving Tranche Lenders (each such Loan, a “U.S. Protective Advance”) or (ii) in make Loans (collectively, the case of “European Tranche Protective Advances”; and together with the Multicurrency Administrative AgentU.S. Tranche Protective Advances, Loans collectively, the “Protective Advances”) to either of the European Borrowers in Canadian Dollars or Dollars any Available Currency on behalf of the Multicurrency Revolving Lenders (European Tranche Lenders, in each such Loan, a “Multicurrency Protective Advance”) case which the Applicable Administrative 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) during the occurrence and continuation of an Event of Default or in order to prevent an Event of Default, to pay any other amount chargeable to or required to be paid by the applicable Borrower Loan Parties pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents; provided that that, (1A) the aggregate amount of outstanding U.S. Protective Advances shall not, outstanding at any time and made on behalf of the U.S. Tranche Lenders shall not exceed ten percent (10%) of the aggregate U.S. Tranche Commitments of all U.S. Tranche Lenders at such time, exceed $50,000,000; provided further that (B) the Dollar Equivalent of the aggregate amount of outstanding U.S. Protective Advances plus outstanding at any time and made on behalf of the European. Tranche Lenders shall not exceed ten percent (10%) of the aggregate European Tranche Commitments of all European Tranche Lenders at such time, (C) the U.S. Tranche Revolving Exposure of each U.S. Tranche Lender after giving effect to any U.S. Tranche Protective Advance shall not exceed the aggregate U.S. Commitments; and Tranche Commitment of such U.S. Tranche Lender, (2D) the aggregate Dollar Amount of outstanding Multicurrency Protective Advances shall not, at any time, exceed $5,000,000; provided further that the aggregate amount of outstanding Multicurrency Protective Advances plus the Multicurrency European Tranche Revolving Exposure of each European Tranche Lender after giving effect to any European Tranche Protective Advance shall not exceed the aggregate Multicurrency CommitmentsEuropean Tranche Commitment of such European Tranche Lender, and (E) the Aggregate 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 4.02 have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the Administrative Agent in and to the applicable Collateral and and, all Protective Advances shall constitute Obligations hereunder. All Protective Advances made to the U.S. Borrowers denominated in U.S. Dollars shall be ABR Borrowings CBFR Borrowings, all Protective Advances made to the U.S. Borrowers denominated in any other Available Currency (other than U.S. Dollars) shall be Overnight LIBO Borrowings, all Protective Advances made to the U.K. Borrowers and/or the Dutch Borrowers denominated in the case of Dollar denominated amounts) or Canadian Prime Rate Borrowings (in the case of Canadian Dollar denominated amounts)any Available Currency shall be Overnight LIBO Borrowings. The Applicable making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasion. The Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Applicable Administrative Agent’s receipt thereof. At any time that the making of such U.S. Revolving Loan would not violate the Revolving Exposure Limitations there is sufficient Aggregate Excess Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the U.S. Revolving applicable Lenders to make a U.S. Revolving Loan in Dollars pursuant to Section 2.01 to repay a U.S. Protective Advance. At any other time the Administrative Agent may require the U.S. Revolving Lenders to fund in Dollars their risk participations described in Section 2.04(b). At any time the making of such Multicurrency Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Multicurrency Administrative Agent may request the Multicurrency Revolving Lenders to make a Multicurrency Revolving Loan in the currency in which any Multicurrency Protective Advance is denominated to repay such Multicurrency Protective Advance. At any other time the Multicurrency Administrative Agent may require the Multicurrency Revolving Lenders to fund their risk participations described in Section 2.04(b) in any Multicurrency Protective Advance in the currency in which such Multicurrency Protective Advance is denominated).

Protective Advances. (a) Subject to the limitations set forth below, the Applicable Administrative Agent is authorized by the Borrowers and the Lenders, from time to time in the Applicable Administrative Agent’s sole discretion (but shall have absolutely no obligationobligation to), to make (i) in the case of the Administrative Agent, Loans to the U.S. Borrower in Dollars Borrowers or the Canadian Borrowers, as applicable, on behalf of the U.S. Revolving Lenders (each such Loanall Lenders, a “U.S. Protective Advance”) or (ii) in the case of the Multicurrency Administrative Agent, Loans to either of the Borrowers in Canadian Dollars or Dollars on behalf of the Multicurrency Revolving Lenders (each such Loan, a “Multicurrency Protective Advance”) which the Applicable Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the applicable 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 the applicable Borrower Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan DocumentsDocuments (any of such Loans are herein referred to as “Protective Advances”); provided that (1i) the aggregate principal amount of outstanding U.S. Protective Advances shall not, at any time, exceed $50,000,000(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 the aggregate amount of outstanding U.S. no Protective Advances plus the U.S. Advance shall be made if after giving effect thereto, any Lender’s Revolving Exposure shall not exceed the aggregate U.S. Commitments; and (2) the aggregate Dollar Amount of outstanding Multicurrency Protective Advances shall not, at any time, exceed $5,000,000; provided further that the aggregate amount of outstanding Multicurrency Protective Advances plus the Multicurrency Revolving Exposure shall not exceed the aggregate Multicurrency Commitmentssuch Lender’s Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Subject to Section 9.21, the Protective Advances shall be secured by the Liens in favor of the Administrative Agent in and to the applicable Collateral and shall constitute Obligations hereunder. All Protective Advances shall be ABR Borrowings (in the case of Dollar denominated amounts) or Canadian Prime Rate Borrowings (in the case of Canadian Dollar denominated amounts). The Applicable Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Applicable Administrative Agent’s receipt thereof. At any time that the making of such U.S. Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the U.S. Revolving Lenders to make a U.S. Revolving Loan in Dollars to repay a U.S. Protective Advance. At any other time the Administrative Agent may require the U.S. Revolving Lenders to fund in Dollars their risk participations described in Section 2.04(b). At any time the making of such Multicurrency Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Multicurrency Administrative Agent may request the Multicurrency Revolving Lenders to make a Multicurrency Revolving Loan in the currency in which any Multicurrency Protective Advance is denominated to repay such Multicurrency Protective Advance. At any other time the Multicurrency Administrative Agent may require the Multicurrency Revolving Lenders to fund their risk participations described in Section 2.04(b) in any Multicurrency Protective Advance in the currency in which such Multicurrency Protective Advance is denominated.Obligations

Protective Advances. (a) Subject to the limitations set forth below, after the Applicable Closing Date, the Administrative Agent is authorized by the Borrowers and the Lenders, from time to time in the Applicable Administrative Agent’s sole discretion (but shall have absolutely no obligationobligation to), to make (i) in the case of the Administrative Agent, Loans to the U.S. Borrower in Dollars Borrowers on behalf of the U.S. Revolving Lenders (each such Loanall Lenders, a “U.S. Protective Advance”) or (ii) in the case of the Multicurrency Administrative Agent, Loans to either of the Borrowers in Canadian Dollars or Dollars on behalf of the Multicurrency Revolving Lenders (each such Loan, a “Multicurrency Protective Advance”) which the Applicable Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the applicable Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the applicable Loans and other applicable Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the applicable Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan DocumentsDocuments (any of such Loans are herein referred to as “Protective Advances”); provided that (1i) the aggregate principal amount of outstanding U.S. Protective Advances shall not, at any time, exceed $50,000,000(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 the aggregate amount of outstanding U.S. no Protective Advances plus the U.S. Advance shall be made if after giving effect thereto, any Lender’s Revolving Exposure shall not exceed the aggregate U.S. Commitments; and (2) the aggregate Dollar Amount of outstanding Multicurrency Protective Advances shall not, at any time, exceed $5,000,000; provided further that the aggregate amount of outstanding Multicurrency Protective Advances plus the Multicurrency Revolving Exposure shall not exceed the aggregate Multicurrency Commitmentssuch Xxxxxx’s Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the Administrative Agent in and to the applicable Collateral and shall constitute Obligations hereunder. All Protective Advances shall be in U.S. Dollars and ABR Borrowings (in the case of Dollar denominated amounts) or Canadian Prime Rate Borrowings (in the case of Canadian Dollar denominated amounts)Borrowings. The Applicable Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Applicable Administrative Agent’s receipt thereof. At any time that the making of such U.S. Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the U.S. Revolving Lenders to make a U.S. Revolving Loan in Dollars to repay a U.S. Protective Advance. At any other time the Administrative Agent may require the U.S. Revolving Lenders to fund in Dollars their risk participations described in Section 2.04(b). At any time the making of such Multicurrency Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Multicurrency Administrative Agent may request the Multicurrency Revolving Lenders to make a Multicurrency Revolving Loan in the currency in which any Multicurrency Protective Advance is denominated to repay such Multicurrency Protective Advance. At any other time the Multicurrency Administrative Agent may require the Multicurrency Revolving Lenders to fund their risk participations described in Section 2.04(b) in any Multicurrency Protective Advance in the currency in which such Multicurrency Protective Advance is denominated).

Protective Advances. (a) Subject to the limitations set forth belowbelow (and notwithstanding anything to the contrary in Section 4.02, including failure to satisfy or waive any of the conditions precedent set forth in Section 4.02), the Applicable Administrative Agent is authorized by the Borrowers and the Lenders, from time to time in the Applicable Administrative Agent’s sole discretion (but shall have absolutely no obligationobligation to), to make (i) in the case of the Administrative Agent, Loans to the U.S. Borrower in Dollars any Borrower, on behalf of the U.S. Revolving all Lenders (each such Loanat any time that any condition precedent set forth in Section 4.02 has not been satisfied or waived, a “U.S. Protective Advance”) or (ii) in the case of the Multicurrency Administrative Agent, Loans to either of the Borrowers in Canadian Dollars or Dollars on behalf of the Multicurrency Revolving Lenders (each such Loan, a “Multicurrency Protective Advance”) which the Applicable Administrative 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 the applicable such Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan DocumentsDocuments (each such Loan, a “Protective Advance”). Any Protective Advance may be made in a principal amount that would cause the aggregate Exposures to exceed the Borrowing Base; provided that no Protective Advance may be made to the extent that, after giving effect to such Protective Advance (1) together with the outstanding principal amount of any outstanding Protective Advances), the aggregate principal amount of Protective Advances outstanding hereunder would exceed 5% of the aggregate Commitments as determined on the date of such proposed Protective Advance; and provided, further that, the aggregate amount of outstanding U.S. Protective Advances shall not, at any time, exceed $50,000,000; provided further that the aggregate amount of outstanding U.S. such proposed Protective Advances plus the U.S. Revolving Exposure aggregate Exposures shall not exceed the aggregate U.S. Commitments; and (2) the aggregate Dollar Amount of outstanding Multicurrency Protective Advances shall not, at any time, exceed $5,000,000; provided further that the aggregate amount of outstanding Multicurrency Protective Advances plus the Multicurrency Revolving Exposure shall not exceed the aggregate Multicurrency Commitments. No Protective Advances Advance may be made even if remain outstanding for more than 60 days without the conditions precedent set forth in Section 4.02 have not been satisfiedconsent of the Required Lenders. The Each Protective Advances Advance shall be secured by the Liens in favor of the Administrative Agent in and to the applicable Collateral and shall constitute Facility Obligations and Secured Obligations hereunder. All Protective Advances shall be ABR Borrowings (in the case of Dollar denominated amounts) or Canadian Prime Rate Borrowings (in the case of Canadian Dollar denominated amounts). The Applicable Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Applicable Administrative Agent’s receipt thereof. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasion. At any time that the making of such U.S. Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfiedsatisfied or waived, the Administrative Agent may request the U.S. Revolving Lenders to make a U.S. Revolving Loan in Dollars to repay a U.S. Protective Advance. At any other time time, the Administrative Agent may require the U.S. Revolving Lenders to fund in Dollars their risk participations described in Section 2.04(b). At any time the making of such Multicurrency Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Multicurrency Administrative Agent may request the Multicurrency Revolving Lenders to make a Multicurrency Revolving Loan in the currency in which any Multicurrency Protective Advance is denominated to repay such Multicurrency Protective Advance. At any other time the Multicurrency Administrative Agent may require the Multicurrency Revolving Lenders to fund their risk participations described in Section 2.04(b) in any Multicurrency Protective Advance in the currency in which such Multicurrency Protective Advance is denominated.). ABL CREDIT AGREEMENT

Protective Advances. (a) Subject to the limitations set forth below, the Applicable Administrative Agent is authorized by the Borrowers and the Lenders, from time to time in the Applicable Administrative Agent’s sole discretion (but shall have absolutely no obligationobligation to), to make (i) in the case of the Administrative Agent, Loans to the U.S. Borrower Borrowers in Dollars dollars, on behalf of the U.S. Revolving Lenders (each such Loan, a “U.S. Protective Advance”) or (ii) in the case of the Multicurrency Administrative Agent, and Loans to either of the Canadian Borrowers in Canadian Dollars or Dollars dollars, on behalf of the Multicurrency Revolving Canadian Lenders (each such Loan, a “Multicurrency Canadian Protective Advance”) ), which the Applicable Administrative Agent, Agent in its Permitted Discretion, 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 or required to be paid by the applicable Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents; provided that that, (x) the aggregate amount of U.S. Protective Advances outstanding at any time shall not exceed $27,500,000 and (y) the aggregate amount of Canadian Protective Advances outstanding at any time shall not exceed $27,500,000, provided further that, (1) the aggregate amount of outstanding U.S. Protective Advances shall not, at any time, exceed $50,000,000; provided further that in favor of the U.S. Borrowers plus the aggregate amount of outstanding U.S. Protective Advances plus the U.S. Revolving Exposure shall not exceed (I) the aggregate U.S. Commitments; Commitments minus (II) the sum of (X) the Priority Payables Reserve, (Y) the Rent Reserve and (Z) the Wage Earner Protection Act Reserve, (2) the aggregate Dollar Amount of outstanding Multicurrency Protective Advances shall not, at any time, exceed $5,000,000; provided further that the aggregate amount of outstanding Multicurrency Canadian Protective Advances in favor of the Canadian Borrowers plus the Multicurrency aggregate Canadian Revolving Exposure shall not exceed the (I) aggregate Multicurrency CommitmentsCanadian Commitments minus (II) the sum of (X) the Priority Payables Reserve, (Y) the Rent Reserve and (Z) the Wage Earner Protection Act Reserve, (3) the aggregate amount of all outstanding Protective Advances plus the Aggregate Revolving Exposure shall not exceed (I) the Aggregate Revolving Commitments minus (II) the sum of (X) the Priority Payables Reserve, (Y) the Rent Reserve and (Z) the Wage Earner Protection Act Reserve, (4) the sum of (I) the aggregate amount of all outstanding Protective Advances plus (II) the aggregate amount of all outstanding Overadvances shall not exceed $110,000,000, and (5) a Protective Advance shall not be made if such Protective Advance would cause the sum of (I) any Lender’s Revolving Exposure plus (II) such Lender’s Applicable Percentage (determined for purposes of this clause (II) in accordance with clause (a) of the definition of Applicable Percentage set forth in Section 1.01) of all outstanding Protective Advances to exceed such Lender’s Revolving Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The (i) U.S. Protective Advances shall be secured by the Liens in favor of the Administrative Agent (for the benefit of the Lender Parties) in and to the applicable Collateral of the U.S. Loan Parties; and shall constitute Obligations hereunder. All (ii) Canadian Protective Advances shall be secured by the Liens in favor of the Administrative Agent (for the benefit of the Canadian Lender Parties) in and to the Collateral of the Loan Parties. All U.S. Protective Advances shall constitute U.S. Obligations and all Canadian Protective Advances shall constitute Canadian Obligations. All U.S. Protective Advances and Canadian Protective Advances denominated in dollars shall be ABR Borrowings (Borrowings, and all Canadian Protective Advances denominated in the case of Dollar denominated amounts) or Canadian Dollars shall be Canadian Prime Rate Borrowings (in the case of Canadian Dollar denominated amounts)Borrowings. The Applicable Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Applicable Administrative Agent’s receipt thereof. At any time that the making of such there is sufficient: (I) U.S. Revolving Loan would not violate the Revolving Exposure Limitations Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the U.S. Revolving Lenders to make a U.S. Revolving Loan in Dollars to repay a U.S. Protective Advance. At any other time the Administrative Agent may require the U.S. Revolving Lenders to fund in Dollars their risk participations described in Section 2.04(b). At any time the making of such Multicurrency Revolving Loan would not violate the Revolving Exposure Limitations ; and (II) Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Multicurrency Administrative Agent may request the Multicurrency Revolving Canadian Lenders to make a Multicurrency Canadian Revolving Loan Loan, in the currency in which any Multicurrency the applicable Canadian Protective Advance is denominated was denominated, to repay such Multicurrency a Canadian Protective Advance. At any other time the Multicurrency Administrative Agent may require the Multicurrency Revolving Lenders to fund fund, in the currency in which the applicable Protective Advance was denominated, their risk participations described in Section 2.04(b) in any Multicurrency Protective Advance in the currency in which such Multicurrency Protective Advance is denominated).

Protective Advances. (a) Subject to the limitations set forth below, the Applicable each Administrative Agent is authorized by the Borrowers and the Lenders, from time to time after the expiration of the Temporary Overadvance Period in the Applicable such Administrative Agent’s sole discretion (but shall have absolutely no obligationobligation to), to make (i) in the case of the US Administrative Agent, Loans to the U.S. Borrower US Borrowers in Dollars dollars on behalf of the U.S. Revolving Lenders (each such Loan, a “U.S. US Protective Advance” and all such Loans, collectively with any US Protective Advances, “Protective Advances”) or and (ii) in the case of the Multicurrency Canadian Administrative Agent, Loans to either of the Borrowers Canadian Borrower in Canadian Dollars or Dollars dollars on behalf of the Multicurrency Revolving Lenders (each such Loan, a “Multicurrency Canadian Protective Advance”) ), which the Applicable applicable Administrative 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 the applicable Borrower Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan DocumentsDocuments (provided, that, in the case of any Protective Advance made pursuant to this clause (z) the applicable Administrative Agent shall provide prior notice the Borrower Representative); provided that (1) that, the aggregate amount of outstanding U.S. (A) US Protective Advances shall not, outstanding at any timetime shall not (1) exceed the lesser at such time of (X) ten percent (10%) of the Aggregate Revolving Commitments or (Y) $12,000,000 or (2) when added to the Aggregate Revolving Exposure, exceed $50,000,000; provided further that the aggregate amount of outstanding U.S. Aggregate Revolving Commitments, and (B) Canadian Protective Advances plus the U.S. Revolving Exposure outstanding at any time shall not exceed the aggregate U.S. Commitments; and (1) $2,000,000 or (2) when added to the aggregate Dollar Amount of outstanding Multicurrency Protective Advances shall not, at any timeCanadian Revolving Exposure, exceed $5,000,000; provided further that the aggregate amount of outstanding Multicurrency Protective Advances plus the Multicurrency Revolving Exposure shall not exceed the aggregate Multicurrency CommitmentsCanadian Sublimit. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The US Protective Advances shall be secured by the Liens in favor of the US Administrative Agent (for the benefit of the Lenders and the Issuing Banks) in and to the applicable Collateral of the US Loan Parties and shall constitute Obligations hereunder. Canadian Protective Advances (i) shall be secured by the Liens in favor of the Canadian Administrative Agent (for the benefit of the Lenders) in and to the Collateral of the Canadian Loan Parties, (ii) shall be secured by the Liens in favor of the US Administrative Agent (for the benefit of the Lenders) in and to the Collateral of the US Loan Parties, and (iii) shall constitute Obligations hereunder. All US Protective Advances and Canadian Protective Advances shall be ABR Borrowings (in the case of Dollar denominated amounts) or Canadian Prime Rate Borrowings (in the case of Canadian Dollar denominated amounts)Borrowings. The Applicable Each Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Applicable Administrative Agent’s or Canadian Administrative Agent’s (as applicable) receipt thereof. At any time that the making of such U.S. Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the US Administrative Agent or Canadian Administrative Agent, as applicable, may request that the U.S. Revolving Lenders to make a U.S. Revolving Loan in Dollars dollars to repay a U.S. Protective Advance. At any other time time, the applicable Administrative Agent may require the U.S. Revolving Lenders to fund in Dollars their risk participations described in Section 2.04(b). At any time the making of such Multicurrency Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Multicurrency Administrative Agent may request the Multicurrency Revolving Lenders to make a Multicurrency Revolving Loan in the currency in which any Multicurrency Protective Advance is denominated to repay such Multicurrency Protective Advance. At any other time the Multicurrency Administrative Agent may require the Multicurrency Revolving Lenders to fund their risk participations described in Section 2.04(b) in any Multicurrency Protective Advance in the currency in which such Multicurrency Protective Advance is denominated).

Protective Advances. (a) Subject to the limitations set forth belowbelow (and notwithstanding anything to the contrary in Section 4.03), unless otherwise directed by the Applicable Required Lenders the Administrative Agent is authorized by the Borrowers and the Lenders, from time to time in the Applicable Administrative Agent’s sole discretion (but shall have absolutely no obligationobligation to), to make (i) in the case of the Administrative Agent, Revolving Loans to the U.S. Borrower in Dollars Borrowers on behalf of the U.S. Revolving Lenders (each such Loanwhich Loans: to (I) the US Borrowers may be made in US Dollars, a “U.S. Protective Advance”and (II) or (ii) in the case of the Multicurrency Administrative Agent, Loans to either of the Canadian Borrowers may be made in Canadian Dollars or Dollars on behalf of the Multicurrency Revolving Lenders (US Dollars, in each such Loancase, a “Multicurrency Protective Advance”) at any time that any conditions precedents set forth in Section 4.03 has not been satisfied or waived, which the Applicable Administrative 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 Revolving Loans and other Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the applicable Borrower Borrowers or any other Loan Party pursuant to the terms of this AgreementAgreement or any other Loan Document, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums sums, in each case, to the extent due and payable (and not in dispute by the Borrowers (acting in good faith)) under the Loan DocumentsDocuments (any of such Revolving Loans are herein referred to as “Protective Advances”); provided that (1x) the US Dollar Equivalent of the aggregate amount of outstanding U.S. Protective Advances shall not, and Overadvances outstanding at any time, time shall not at any time exceed $50,000,00010% of the Line Cap and (y) the US Dollar Equivalent of the combined aggregate amount of Protective Advances and Overadvances outstanding at any time shall not at any time exceed 10% of the Line Cap; provided further that that, after giving effect to the aggregate amount of outstanding U.S. Protective Advances plus being made, the U.S. Total Revolving Credit Exposure, Canadian Facility Exposure and US Facility Exposure, respectively, shall not exceed the aggregate U.S. Aggregate Commitments; , the Commitments in respect of the Canadian Facility, and the Commitments in respect of the US Facility, respectively (2) the aggregate Dollar Amount provided that, for purposes of outstanding Multicurrency Protective Advances shall notthis proviso, at any timetime when any Lender is a Defaulting Lender, exceed $5,000,000; provided further that the aggregate amount of outstanding Multicurrency Protective Advances plus the Multicurrency Revolving Exposure shall not exceed the aggregate Multicurrency Commitments. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Protective Advances such Defaulting Lender’s Commitment shall be secured by the Liens in favor of the Administrative Agent in and to the applicable Collateral and shall constitute Obligations hereunder. All Protective Advances shall be ABR Borrowings (in the case of Dollar denominated amounts) or Canadian Prime Rate Borrowings (in the case of Canadian Dollar denominated amountsdisregarded). The Applicable Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Applicable Administrative Agent’s receipt thereof. At any time that the making of such U.S. Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the U.S. Revolving Lenders to make a U.S. Revolving Loan in Dollars to repay a U.S. Protective Advance. At any other time the Administrative Agent may require the U.S. Revolving Lenders to fund in Dollars their risk participations described in Section 2.04(b). At any time the making of such Multicurrency Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Multicurrency Administrative Agent may request the Multicurrency Revolving Lenders to make a Multicurrency Revolving Loan in the currency in which any Multicurrency Protective Advance is denominated to repay such Multicurrency Protective Advance. At any other time the Multicurrency Administrative Agent may require the Multicurrency Revolving Lenders to fund their risk participations described in Section 2.04(b) in any Multicurrency Protective Advance in the currency in which such Multicurrency Protective Advance is denominated.