Common use of Protective Advances Clause in Contracts

Protective Advances. Subject to the limitations set forth in the provisos contained in this Section 2.2(i)(i), the Agent is hereby authorized by the Borrower and the Lenders, from time to time in the Agent’s sole discretion, (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other applicable conditions precedent set forth in Article 10 have not been satisfied, to make Base Rate Revolving Loans to the Borrower on behalf of the Lenders which the Agent, in its reasonable business judgment, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (3) to pay any other amount chargeable to the Borrower pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 15.7 (any of the advances described in this Section 2.2(i)(i) being hereinafter referred to as “Protective Advances”); provided, that any two (2) Lenders may at any time revoke the Agent’s authorization contained in this Section 2.2(i)(i) to make Protective Advances, any such revocation to be in writing and to become effective prospectively upon the Agent’s receipt thereof; provided further that (i) if the Pro Rata Share of the Lenders revoking such authorization does not exceed 50%, such revocation shall become effective 90 days after Agent’s receipt thereof or (ii) if the Default or Event of Default would require consent of all Lenders to waive or amend, such authorization may be revoked by any Lender effective 90 days after Agent’s receipt thereof. Any Protective Advances made by Agent pursuant to this Section 2.2(i)(i) shall not exceed an aggregate principal amount at any one time outstanding of $4,000,000.00 and further shall not exceed the Borrowing Base by more than five percent (5%) and the Maximum Revolver Amount. The Protective Advances shall be repayable on demand and secured by the Agent’s Liens in and to the Collateral, shall constitute Revolving Loans and Obligations hereunder, and shall bear interest at the rate applicable to Base Rate Revolving Loans from time to time. The Agent shall notify each Lender in writing of each such Protective Advance.

Protective Advances. Subject to the limitations set forth in the provisos contained in this Section 2.2(i)(i), the Agent is hereby authorized by the Borrower and the Lenders, from time to time in the Agent’s sole discretion, (A) after Upon the occurrence and during the continuance of a Default or an Event of Default, or (B) at any time that any of the other applicable conditions precedent set forth Administrative Agent, in Article 10 have not been satisfiedits sole, to reasonable discretion, may make Base Rate Revolving Loans to the Borrower Parties on behalf of the Lenders which Lenders, so long as the aggregate amount of such Revolving Loans shall not exceed 5% of the Borrowing Base, if the Administrative Agent, in its reasonable business judgmentReasonable Credit Judgment, deems that such Revolving Loans are necessary or desirable (1i) to preserve protect all or protect any portion of the Collateral, or any portion thereof, (2ii) to enhance the likelihood of, or maximize the amount of, of repayment of the Loans and the other Obligations, Obligations or (3iii) to pay any other amount chargeable to the Borrower Parties pursuant to the terms of this AgreementAgreement (such Revolving Loans, including costs, fees and expenses as described in Section 15.7 (any of the advances described in this Section 2.2(i)(i) being hereinafter referred to as “Protective Advances”); provided, provided that any two (2A) in no event shall the Revolving Facility Credit Exposure exceed the aggregate Revolving Facility Commitments and (B) the Required Lenders under the Revolving Facility may at any time revoke the Administrative Agent’s authorization contained in this Section 2.2(i)(i) to make future Protective Advances, Advances (provided that existing Protective Advances shall not be subject to such revocation and any such revocation to must be in writing and to shall become effective prospectively upon the Administrative Agent’s receipt thereof; provided further that (i) if ). Each applicable Lender shall be obligated to advance to the Pro Rata Share Borrower Parties its Revolving Facility Percentage of each Protective Advance made in accordance with this Section 2.01(c). If Protective Advances are made in accordance with the preceding sentence, then all Revolving Lenders revoking such authorization does not exceed 50%shall be bound to make, or permit to remain outstanding, such revocation shall become effective 90 days after Agent’s receipt thereof or (ii) if the Default or Event of Default would require consent of all Lenders to waive or amend, such authorization may be revoked by any Lender effective 90 days after Agent’s receipt thereof. Any Protective Advances made by Agent pursuant to based upon their Revolving Facility Percentages in accordance with the terms of this Section 2.2(i)(i) shall not exceed an aggregate principal amount at any one time outstanding of $4,000,000.00 and further shall not exceed the Borrowing Base by more than five percent (5%) and the Maximum Revolver AmountAgreement. The All Protective Advances shall be repayable repaid by the Borrower Parties on demand and demand, shall be secured by the Agent’s Liens in and to the Collateral, shall constitute Revolving Loans and Obligations hereunder, Collateral and shall bear interest at the rate applicable to Base Rate as provided in this Agreement for Revolving Loans from time to time. The Agent shall notify each Lender in writing of each such Protective Advancegenerally.

Protective Advances. (a) Subject to the limitations set forth in the provisos contained in this Section 2.2(i)(i)below, the Administrative Agent is hereby authorized by the Borrower Borrowers and the Lenders, from time to time in the Administrative Agent’s sole discretion, discretion (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other applicable conditions precedent set forth in Article 10 but shall have not been satisfiedabsolutely no obligation to), to make Base Rate Revolving Loans to the Borrower Borrowers, on behalf of the Lenders all Lenders, which the Administrative Agent, in its reasonable business judgmentPermitted Discretion, deems necessary or desirable (1i) to preserve or protect the Collateral, Collateral or any portion thereof, (2ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, Obligations or (3iii) to pay any other amount chargeable to or required to be paid by the Borrower Borrowers pursuant to the terms of this Agreement, including payments of principal, interest, fees, premiums, reimbursable expenses (including costs, fees and expenses as described in Section 15.7 9.04) and other sums payable under the Loan Documents (any of the advances described in this Section 2.2(i)(i) being hereinafter such Loans are herein referred to as “Protective Advances”); providedprovided that no Protective Advance shall cause the Aggregate Exposure to exceed the aggregate amount of the Commitments then in effect; provided further that, that any two (2) Lenders may the aggregate amount of Protective Advances outstanding at any time revoke the Agent’s authorization contained in this Section 2.2(i)(i) pursuant to make Protective Advances, any such revocation to be in writing and to become effective prospectively upon the Agent’s receipt thereof; provided further that clauses (i) if the Pro Rata Share of the Lenders revoking such authorization does not exceed 50%, such revocation shall become effective 90 days after Agent’s receipt thereof or and (ii) if above, together with the Default or Event of Default would require consent aggregate amount of all Lenders to waive or amend, such authorization may be revoked by any Lender effective 90 days after Agent’s receipt thereof. Any Protective Advances Overadvance Loans made by Agent pursuant to this Section 2.2(i)(i) 2.01(b), shall not exceed an aggregate principal amount at any one time outstanding of $4,000,000.00 and further shall not exceed the Borrowing Base by more than five ten percent (510%) and of the Maximum Revolver AmountAggregate 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 repayable on demand and secured by the Agent’s Liens in favor of the Collateral Agent in and to the Collateral, Collateral and shall constitute Revolving Loans and Obligations hereunder, . All Protective Advances shall be ABR Borrowings. The Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall bear interest at become effective prospectively upon the rate applicable Administrative Agent’s receipt thereof. At any time that there is sufficient Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the Lenders to Base Rate Revolving Loans from time make a Loan to time. The Agent shall notify each Lender in writing of each such repay a Protective Advance. At any other time the Administrative Agent may require the Lenders to fund their risk participations described in Section 2.04(b).

Protective Advances. Subject to the limitations set forth Agent shall be authorized, in the provisos contained in this Section 2.2(i)(i), the Agent is hereby authorized by the Borrower and the Lenders, from time to time in the Agent’s sole its discretion, (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other applicable conditions precedent set forth in Article 10 have Section 6 are not been satisfied, to make Base Rate Revolving Revolver Loans (“Protective Advances”) (a) up to the Borrower on behalf an aggregate amount of the Lenders which the Agent$2,500,000 outstanding at any time, in its reasonable business judgment, if Agent deems such Loans necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, (2) to enhance the likelihood of, collectibility or maximize the amount of, repayment of the Loans and other Obligations, ; or (3b) to pay any other amount amounts chargeable to the Borrower pursuant to the terms of this AgreementObligors under any Loan Documents, including costs, fees and expenses expenses; provided that such Revolver Loans shall be Tranche A Revolver Loans unless the outstanding principal amount of Tranche B Revolver Loans is less than the Tranche B Maximum Amount, in which case up to an amount equal to the Tranche B Maximum Amount minus the outstanding principal amount of Tranche B Revolver Loans of such Revolver Loans shall be Tranche B Revolver Loans, and the remaining amount of such Revolver Loans shall be Tranche A Revolver Loans; provided further that, (i) the aggregate amount of outstanding Protective Advances constituting Tranche A Revolver Loans plus the outstanding Tranche A Revolver Loans and LC Obligations of any Lender shall not exceed its Tranche A Revolver Commitment, (ii) the aggregate amount of outstanding Protective Advances constituting Tranche A Revolver Loans plus the outstanding Tranche B Revolver Loans of any Lender shall not exceed its Tranche B Revolver Commitment and (iii) the outstanding Revolver Loans and LC Obligations shall not exceed the aggregate Revolver Commitments. Each Tranche A Revolver Lender or Tranche B Revolver Lender, as described applicable, shall participate in Section 15.7 (any of the advances described in this Section 2.2(i)(i) being hereinafter referred to as “each Protective Advances”); provided, that any two (2) Advance on a Pro Rata basis. Required Lenders may at any time revoke the Agent’s authorization contained in this Section 2.2(i)(i) authority to make further Protective AdvancesAdvances by written notice to Agent. Absent such revocation, any such revocation to be in writing and to become effective prospectively upon the Agent’s receipt thereof; provided further determination that (i) if the Pro Rata Share funding of the Lenders revoking such authorization does not exceed 50%, such revocation shall become effective 90 days after Agent’s receipt thereof or (ii) if the Default or Event of Default would require consent of all Lenders to waive or amend, such authorization may be revoked by any Lender effective 90 days after Agent’s receipt thereof. Any a Protective Advances made by Agent pursuant to this Section 2.2(i)(i) shall not exceed an aggregate principal amount at any one time outstanding of $4,000,000.00 and further shall not exceed the Borrowing Base by more than five percent (5%) and the Maximum Revolver Amount. The Protective Advances Advance is appropriate shall be repayable on demand and secured by the Agent’s Liens in and to the Collateral, shall constitute Revolving Loans and Obligations hereunder, and shall bear interest at the rate applicable to Base Rate Revolving Loans from time to time. The Agent shall notify each Lender in writing of each such Protective Advanceconclusive.

Protective Advances. (a) (i) Subject to the limitations set forth in the provisos contained in this Section 2.2(i)(i)below, the Administrative Agent is hereby authorized by the US Borrower and the US Revolving Lenders, from time to time in the Administrative Agent’s sole discretion, discretion (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other applicable conditions precedent set forth in Article 10 but shall have not been satisfiedabsolutely no obligation), to make Base Rate Revolving Loans to the Borrower US Borrower, on behalf of the Lenders US Revolving Lenders, which the Administrative Agent, in its reasonable business judgmentPermitted Discretion, deems necessary or desirable (1ii) to preserve or protect the CollateralCollateral owned by the US Loan Parties, or any portion thereof, (2iii) to enhance the likelihood of, or maximize the amount of, repayment of the US Loans and other ObligationsObligations of the US Borrower, or (3iv) to pay any other amount chargeable to or required to be paid by the US Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees fees, and expenses as described in Section 15.7 9.03) and other sums payable under the Loan Documents (any of the advances described in this Section 2.2(i)(i) being hereinafter such Loans are herein referred to as “US Protective Advances”); providedprovided that, that any two (2) Lenders may the aggregate amount of US Protective Advances outstanding at any time revoke shall not at any time exceed $15,000,000; provided further that, the aggregate amount of outstanding US Protective Advances plus the aggregate US Credit Exposure shall not exceed the aggregate US Revolving Commitments. US 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 Collateral Agent in and to the Collateral and shall constitute US Secured Obligations hereunder. All US Protective Advances shall be ABR Borrowings. The Administrative Agent’s authorization contained in this Section 2.2(i)(i) to make US Protective Advances, Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation to must be in writing and to shall become effective prospectively upon the Agent’s receipt thereof; provided further that (i) if the Pro Rata Share of the Lenders revoking such authorization does not exceed 50%, such revocation shall become effective 90 days after Agent’s receipt thereof or (ii) if the Default or Event of Default would require consent of all Lenders to waive or amend, such authorization may be revoked by any Lender effective 90 days after Administrative Agent’s receipt thereof. Any Protective Advances made by Agent pursuant to this Section 2.2(i)(i) shall not exceed an aggregate principal amount at At any one time outstanding of $4,000,000.00 and further shall not exceed the Borrowing Base by more than five percent (5%) that there is sufficient US Availability and the Maximum Revolver Amount. The Protective Advances shall be repayable on demand and secured by conditions precedent set forth in Section 4.02 have been satisfied, the Agent’s Liens in and Administrative Agent may request the US Revolving Lenders to the Collateral, shall constitute make a US Revolving Loans and Obligations hereunder, and shall bear interest at the rate applicable Loan to Base Rate Revolving Loans from time to time. The Agent shall notify each Lender in writing of each such repay a US Protective Advance. At any other time the Administrative Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f).

Protective Advances. Subject to the limitations set forth in the provisos contained in this Section 2.2(i)(i)below, the Agent is hereby authorized by the Borrower and the Lenders, from time to time in the Agent’s sole discretiondiscretion (but shall have absolutely no obligation to), (A) after the occurrence to make Advances, on behalf of a Default or all Lenders, in an Event of Default, or (B) aggregate amount outstanding at any time that any that, when added to the aggregate amount of Overadvances outstanding at such time, does not exceed 5% of the other applicable conditions precedent set forth in Article 10 have not been satisfiedAggregate Commitment at such time, to make Base Rate Revolving Loans to the Borrower on behalf of the Lenders which the Agent, in its reasonable business judgmentPermitted Discretion, deems necessary or desirable (1i) to preserve or protect the Collateral, or any portion thereof, (2ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (3iii) to pay any other amount chargeable to or required to be paid by the Borrower pursuant to the terms of this Agreement, including costs, fees fees, and expenses as described in Section 15.7 9.6 (any of the advances described in this Section 2.2(i)(i) being hereinafter such Advances are herein referred to as “Protective Advances”); providedprovided that, that any two (2) no Protective Advance shall cause the Aggregate Credit Exposure to exceed the Aggregate Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the Agent in and to the Collateral and shall constitute Obligations hereunder. All Protective Advances shall be Floating Rate Advances, shall bear interest at the default rate set forth in Section 2.12 and shall be payable on the earlier of demand or the Facility Termination Date. The Required Lenders may at any time revoke the Agent’s authorization contained in this Section 2.2(i)(i) to make Protective Advances, any . Any such revocation to must be in writing and to shall become effective prospectively upon the Agent’s receipt thereof; provided further . At any time that (i) if there is sufficient Availability and the Pro Rata Share of conditions precedent set forth in Section 4.2 have been satisfied, the Agent may request the Lenders revoking such authorization does not exceed 50%, such revocation shall become effective 90 days after Agent’s receipt thereof or (ii) if to make a Revolving Loan to repay a Protective Advance. At any other time the Default or Event of Default would Agent may require consent of all the Lenders to waive or amend, such authorization may be revoked by any Lender effective 90 days after Agent’s receipt thereof. Any Protective Advances made by Agent pursuant to this fund their risk participations described in Section 2.2(i)(i) shall not exceed an aggregate principal amount at any one time outstanding of $4,000,000.00 and further shall not exceed the Borrowing Base by more than five percent (5%) and the Maximum Revolver Amount. The Protective Advances shall be repayable on demand and secured by the Agent’s Liens in and to the Collateral, shall constitute Revolving Loans and Obligations hereunder, and shall bear interest at the rate applicable to Base Rate Revolving Loans from time to time. The Agent shall notify each Lender in writing of each such Protective Advance2.2.

Protective Advances. (a) Subject to the limitations set forth in the provisos contained in this Section 2.2(i)(i)below, the Administrative Agent is hereby authorized by the Borrower Borrowers and the Lenders, from time to time in the Administrative Agent’s sole discretion, discretion (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other applicable conditions precedent set forth in Article 10 but shall have not been satisfiedabsolutely no obligation to), to make Base Rate Revolving (or authorize the Administrative Agent or the European Administrative Agent, as applicable, to make) (i) Loans to the Borrower Company in dollars on behalf of the Facility A Lenders (each such Loan, a “Facility A Protective Advance”), (ii) Loans to the Company in dollars, Euros or Sterling on behalf of the Facility B Lenders (each such Loan, a “Facility B US Protective Advance”) and (iii) Loans to any European Borrower in dollars, Euros or Sterling on behalf of the Facility B Lenders (each such Loan, a “European Protective Advances”), which the Administrative Agent, in its reasonable business judgmentPermitted Discretion, deems necessary or desirable (1i) to preserve or protect the Collateral, or any portion thereof, (2ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, Obligations or (3iii) to pay any other amount chargeable to or required to be paid by any of the Borrower Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees fees, and expenses as described in Section 15.7 9.03) and other sums payable under the Loan Documents (any of the advances described in this Section 2.2(i)(i) being hereinafter such Loans are herein referred to as “Protective Advances”); provided, provided that any two (2) Lenders no Protective Advance may at any time revoke the Agent’s authorization contained in this Section 2.2(i)(i) to make Protective Advances, any such revocation to be in writing and to become effective prospectively upon the Agent’s receipt thereofremain outstanding for more than 30 days; provided further that the aggregate amount of (iA) Protective Advances outstanding at any time shall not (x) exceed $50,000,000 or (y) when added to the total Revolving Exposure, exceed the aggregate amount of the Commitments, (B) Facility A Protective Advances outstanding at any time shall not, when added to the total Facility A Revolving Exposure, exceed the aggregate 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 Pro Rata Share of the Lenders revoking such authorization does conditions precedent set forth in Section 4.02 have not exceed 50%, such revocation shall become effective 90 days after Agent’s receipt thereof or (ii) if the Default or Event of Default would require consent of all Lenders to waive or amend, such authorization may be revoked by any Lender effective 90 days after Agent’s receipt thereof. Any Protective Advances made by Agent pursuant to this Section 2.2(i)(i) shall not exceed an aggregate principal amount at any one time outstanding of $4,000,000.00 and further shall not exceed the Borrowing Base by more than five percent (5%) and the Maximum Revolver Amountbeen satisfied. The Protective Advances shall be repayable on demand and secured by the Agent’s Liens in favor of each applicable Collateral Agent (for the benefit of the Agents, the Lenders and the Issuing Banks) in and to the Collateral, Collateral and shall constitute Revolving Loans and Obligations hereunder, . All Protective Advances denominated in dollars shall be ABR Borrowings and all Protective Advances denominated in Euros or Sterling shall be Overnight LIBO Borrowings. The Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall bear interest at become effective prospectively upon the rate Administrative Agent’s receipt thereof. At any time that there is sufficient Aggregate Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the Lenders to make a Revolving Loan, in the currency in which the applicable Protective Advance was denominated, to Base Rate Revolving Loans from repay a Protective Advance. At any other time the Administrative Agent may require the Lenders to timefund, in the currency in which the applicable Protective Advance was denominated, their risk participations described in Section 2.04(b). The It is agreed that the Administrative Agent or the European Administrative Agent, as applicable shall endeavor, but without any obligation, to notify each Lender in writing the Borrower Representative promptly after the making of each such any Protective Advance.

Protective Advances. Subject Upon the occurrence and during the continuance of an Event of Default or upon the inability of the Borrowers to satisfy the limitations conditions to borrowing set forth in Section 4.01(b) after the provisos contained in this Section 2.2(i)(i)Closing Date, the Agent is hereby authorized by the Borrower and the LendersAdministrative Agent, from time to time in the Agent’s its sole discretion, (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other applicable conditions precedent set forth in Article 10 have not been satisfied, to may make Base Rate Revolving Facility Loans to the any Borrower on behalf of the Lenders which Lenders, so long as the aggregate amount of such Revolving Facility Loans shall not, together with the aggregate amount of all Overadvances then outstanding, exceed 5.0% of the then applicable Global Borrowing Base, if the Administrative Agent, in its reasonable business judgmentReasonable Credit Judgment, deems that such Revolving Facility Loans are necessary or desirable (1i) to preserve protect all or protect any portion of the Collateral, or any portion thereof, (2ii) to enhance the likelihood oflikelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (3iii) to pay any other amount chargeable to the Borrower Borrowers pursuant to the terms of this AgreementAgreement (such Revolving Facility Loans, including costshereinafter, fees and expenses as described in Section 15.7 (any of the advances described in this Section 2.2(i)(i) being hereinafter referred to as each a “Protective Advance” and, together, “Protective Advances”); providedprovided that (x) in no event shall the Total Revolving Facility Exposure exceed the Total Revolving Facility Commitments, that any two (2y) the Required Lenders may at any time revoke the Administrative Agent’s authorization contained in this Section 2.2(i)(i) to make future Protective Advances, Advances (provided that existing Protective Advances shall not be subject to such revocation and any such revocation to must be in writing and to shall become effective prospectively upon the Administrative Agent’s receipt thereof; provided further that ) and (iz) if unless otherwise consented to by each affected Lender, the Pro Rata Share Administrative Agent may not make Revolving Facility Loans on behalf of the applicable Lenders revoking under this Section 2.01(c) to the extent such authorization does not Revolving Facility Loans would cause a Lender’s share of the Revolving Facility Exposure to exceed 50%, such revocation shall become effective 90 days after AgentLender’s receipt thereof or (ii) if the Default or Event of Default would require consent of all Lenders to waive or amend, such authorization may be revoked by any Lender effective 90 days after Agent’s receipt thereofRevolving Facility Commitment. Any Protective Advances Advance made pursuant to the terms hereof shall be made by Agent pursuant to the Lenders ratably in accordance with their Revolving Facility Percentages. If Protective Advances are made in accordance with this Section 2.2(i)(i2.01(c), then (A) shall not exceed an aggregate principal amount at any one time outstanding of $4,000,000.00 and further shall not exceed the each Borrowing Base shall thereafter be deemed ratably increased by more than five percent (5%) and the Maximum Revolver Amount. The amount of such permitted Protective Advances, but only for so long as the Administrative Agent allows such Protective Advances to be outstanding and (B) all Lenders shall be repayable on demand and secured by the Agent’s Liens in and bound to the Collateralmake, shall constitute Revolving Loans and Obligations hereunderor permit to remain outstanding, and shall bear interest at the rate applicable to Base Rate Revolving Loans from time to time. The Agent shall notify each Lender in writing of each such Protective AdvanceAdvances based upon their applicable Revolving Facility Percentages in accordance with the terms of this Agreement.

Protective Advances. (a) Subject to the limitations set forth in the provisos contained in this Section 2.2(i)(i)below, the Administrative Agent is hereby authorized by the Borrower Borrowers and the Lenders, from time to time in the Administrative Agent’s sole discretion, discretion (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other applicable conditions precedent set forth in Article 10 but shall have not been satisfiedabsolutely no obligation to), to make Base Rate Revolving (or authorize the Administrative Agent or the European Administrative Agent, as applicable, to make) (i) Loans to the Borrower Company in dollars on behalf of the Facility A Lenders (each such Loan, a “Facility A Protective Advance”), (ii) Loans to the Company in dollars, Euros or Sterling on behalf of the Facility B Lenders (each such Loan, a “Facility B US Protective Advance”) and (iii) Loans to any European Borrower in dollars, Euros or Sterling on behalf of the Facility B Lenders (each such Loan, a “European Protective Advances”), which the Administrative Agent, in its reasonable business judgmentPermitted Discretion, deems necessary or desirable (1i) to preserve or protect the Collateral, or any portion thereof, (2ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, Obligations or (3iii) to pay any other amount chargeable to or required to be paid by any of the Borrower Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees fees, and expenses as described in Section 15.7 9.03) and other sums payable under the Loan Documents (any of the advances described in this Section 2.2(i)(i) being hereinafter such Loans are herein referred to as “Protective Advances”); provided, provided that any two (2) Lenders no Protective Advance may at any time revoke the Agent’s authorization contained in this Section 2.2(i)(i) to make Protective Advances, any such revocation to be in writing and to become effective prospectively upon the Agent’s receipt thereofremain outstanding for more than 30 days; provided further that the aggregate amount of (iA) Protective Advances outstanding at any time shall not (x) exceed $50,000,000 or (y) when added to the total Revolving Exposure, exceed the aggregate amount of the Commitments, (B) Facility A Protective Advances outstanding at any time shall not, when added to the total Facility A Revolving Exposure, exceed the aggregate 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. Protective Advances may be made even if the Pro Rata Share of the Lenders revoking such authorization does conditions precedent set forth in Section 4.02 have not exceed 50%, such revocation shall become effective 90 days after Agent’s receipt thereof or (ii) if the Default or Event of Default would require consent of all Lenders to waive or amend, such authorization may be revoked by any Lender effective 90 days after Agent’s receipt thereof. Any Protective Advances made by Agent pursuant to this Section 2.2(i)(i) shall not exceed an aggregate principal amount at any one time outstanding of $4,000,000.00 and further shall not exceed the Borrowing Base by more than five percent (5%) and the Maximum Revolver Amountbeen satisfied. The Protective Advances shall be repayable on demand and secured by the Agent’s Liens in favor of each applicable Collateral Agent (for the benefit of the Agents, the Lenders and the Issuing Banks) in and to the Collateral, Collateral and shall constitute Revolving Loans and Obligations hereunder, . All Protective Advances denominated in dollars shall be ABR Borrowings and all Protective Advances denominated in Euros or Sterling shall be Overnight LIBO Borrowings. The Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall bear interest at become effective prospectively upon the rate Administrative Agent’s receipt thereof. At any time that there is sufficient Aggregate Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the Lenders to make a Revolving Loan, in the currency in which the applicable Protective Advance was denominated, to Base Rate Revolving Loans from repay a Protective Advance. At any other time the Administrative Agent may require the Lenders to timefund, in the currency in which the applicable Protective Advance was denominated, their risk participations described in Section 2.04(b). The It is agreed that the Administrative Agent or the European Administrative Agent, as applicable shall endeavor, but without any obligation, to notify each Lender in writing the Borrower Representative promptly after the making of each such any Protective Advance.

Protective Advances. (a) Subject to the limitations set forth in the provisos contained in this Section 2.2(i)(i)below, the Administrative Agent is hereby authorized by the Borrower Borrowers and the Lenders, from time to time in the Administrative Agent’s sole discretion, discretion (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other applicable conditions precedent set forth in Article 10 but shall have not been satisfiedabsolutely no obligation to), to make Base Rate Revolving (i) Loans in Dollars to the Company or any Foreign Subsidiary Borrower on behalf of the Dollar Tranche Lenders (each such Loan, a “Dollar Tranche Protective Advance”) or (ii) Loans in any Agreed Currency to the Company or any Foreign Subsidiary Borrower on behalf of the Multicurrency Tranche Lenders (each such Loan, a “Multicurrency Tranche Protective Advance”), which the Administrative Agent, in its reasonable business judgmentPermitted Discretion, deems necessary or desirable (1i) to preserve or protect the Collateral, or any portion thereof, (2ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (3iii) 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 fees, and expenses as described in Section 15.7 9.03) and other sums payable under the Loan Documents; provided that, (any A) the sum of the advances described in this Section 2.2(i)(i) being hereinafter referred to as “aggregate amount of Dollar Tranche Protective Advances”); provided, that any two (2) Lenders may Advances outstanding at any time revoke plus the Agent’s authorization contained in this Section 2.2(i)(i) to make Protective Advances, any such revocation to be in writing and to become effective prospectively upon the Agent’s receipt thereof; provided further that (i) if the Pro Rata Share of the Lenders revoking such authorization does not exceed 50%, such revocation shall become effective 90 days after Agent’s receipt thereof or (ii) if the Default or Event of Default would require consent aggregate Dollar Tranche Revolving Exposures of all Lenders to waive or amendshall not at any time exceed the aggregate Dollar Tranche Commitments of all Dollar Tranche Lenders, such authorization and (B) the sum of the Dollar Amount of the aggregate amount of Multicurrency Tranche Protective Advances outstanding at any time plus the Dollar Amount of the aggregate Multicurrency Tranche Revolving Exposures of all Lenders shall not at any time exceed the aggregate Multicurrency Tranche Commitments of all Multicurrency Tranche Lenders. Protective Advances may be revoked by any Lender effective 90 days after Agent’s receipt thereof. Any Protective Advances made by Agent pursuant to this even if the conditions precedent set forth in Section 2.2(i)(i) shall 4.02 have not exceed an aggregate principal amount at any one time outstanding of $4,000,000.00 and further shall not exceed the Borrowing Base by more than five percent (5%) and the Maximum Revolver Amountbeen satisfied. The Protective Advances shall be repayable on demand and secured by the Agent’s Liens in favor of the Administrative Agent in and to the Collateral, Collateral and shall constitute Revolving Loans and Obligations hereunder. All Protective Advances made to the Company in Dollars shall be ABR Borrowings and all Protective Advances made to the Company in any Foreign Currency or to any Foreign Subsidiary Borrower in any Agreed Currency shall be Overnight LIBO Borrowings. The Administrative Agent’s authorization to make Protective Advances may be revoked at any time by 100% of the Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient Availability, and shall bear interest at the rate applicable conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the Lenders to Base Rate make a Revolving Loans from time Loan to time. The Agent shall notify each Lender in writing of each such repay a Protective Advance. At any other time the Administrative Agent may require the Lenders to fund their risk participations described in Section 2.05(b).

Protective Advances. Subject Upon the occurrence and during the continuance of an Event of Default or upon the inability of the Borrowers to satisfy the limitations conditions to borrowing set forth in Section 4.01(b) after the provisos contained in this Section 2.2(i)(i)Closing Date, the Agent is hereby authorized by the Borrower and the LendersAdministrative Agent, from time to time in the Agent’s its sole discretion, (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other applicable conditions precedent set forth in Article 10 have not been satisfied, to may make Base Rate Tranche A Revolving Facility Loans to the any Borrower on behalf of the Lenders which Lenders, so long as the aggregate amount of such Tranche A Revolving Facility Loans shall not, together with the aggregate amount of all Overadvances then outstanding, exceed 5.0% of the then applicable Global Borrowing Base, if the Administrative Agent, in its reasonable business judgmentReasonable Credit Judgment, deems that such Tranche A Revolving Facility Loans are necessary or desirable (1i) to preserve protect all or protect any portion of the Collateral, or any portion thereof, (2ii) to enhance the likelihood oflikelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (3iii) to pay any other amount chargeable to the Borrower Borrowers pursuant to the terms of this AgreementAgreement (such Tranche A Revolving Facility Loans, including costshereinafter, fees and expenses as described in Section 15.7 (any of the advances described in this Section 2.2(i)(i) being hereinafter referred to as “Protective Advances”); provided, that any two (2x) in no event shall the Aggregate Revolving Facility Exposure exceed the Aggregate Revolving Facility Commitments, (y) the Required Tranche A Lenders may at any time revoke the Administrative Agent’s authorization contained in this Section 2.2(i)(i) to make future Protective Advances, Advances (provided; that existing Protective Advances shall not be subject to such revocation and any such revocation to must be in writing and to shall become effective prospectively upon the Administrative Agent’s receipt thereof; provided further that ) and (iz) if unless otherwise consented to by each affected Lender, the Pro Rata Share Administrative Agent may not make Tranche A Revolving Facility Loans on behalf of the applicable Lenders revoking under this Section 2.01(c) to the extent such authorization does not Tranche A Revolving Facility Loans would cause a Lender’s share of the Tranche A Revolving Facility Exposure to exceed 50%, such revocation shall become effective 90 days after AgentLender’s receipt thereof or (ii) if the Default or Event of Default would require consent of all Lenders to waive or amend, such authorization may be revoked by any Lender effective 90 days after Agent’s receipt thereofTranche A Revolving Facility Commitment. Any Protective Advances Advance made pursuant to the terms hereof shall be made by Agent pursuant to the Tranche A Lenders ratably in accordance with their Revolving Facility Percentages. If Protective Advances are made in accordance with this Section 2.2(i)(i2.01(c), then (A) shall not exceed an aggregate principal amount at any one time outstanding of $4,000,000.00 and further shall not exceed the each Borrowing Base shall thereafter be deemed ratably increased by more than five percent (5%) and the Maximum Revolver Amount. The amount of such permitted Protective Advances, but only for so long as the Administrative Agent allows such Protective Advances to be outstanding and (B) all Tranche A Lenders shall be repayable on demand and secured by the Agent’s Liens in and bound to the Collateralmake, shall constitute Revolving Loans and Obligations hereunderor permit to remain outstanding, and shall bear interest at the rate applicable to Base Rate Revolving Loans from time to time. The Agent shall notify each Lender in writing of each such Protective AdvanceAdvances based upon their applicable Revolving Facility Percentages in accordance with the terms of this Agreement.

Protective Advances. (a) Subject to the limitations set forth in below, (i) the provisos contained in this Section 2.2(i)(i), the Administrative Agent is hereby authorized by the Borrower Borrowers and the Lenders, from time to time in the Administrative Agent’s sole discretion, discretion (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other applicable conditions precedent set forth in Article 10 but shall have not been satisfiedabsolutely no obligation to), to make Base Rate Revolving Loans to the Borrower Borrowers, on behalf of the Lenders all Lenders, which the Administrative Agent, in its reasonable business judgmentPermitted Discretion, deems necessary or desirable (1A) to preserve or protect the Collateral, or any portion thereof, (2B) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, Obligations or (3C) to pay any other amount chargeable to or required to be paid by the Borrower Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees fees, and expenses as described in Section 15.7 9.03) and other sums payable under the Loan Documents and (ii) the Administrative Agent may require the Lenders to honor requests for Loans when the aggregate Loans exceed, or would exceed upon the funding of such Loans, the Borrowing Base (“Overadvance”) and to forbear from requiring Borrowers to cure an Overadvance (A) when no other Event of Default is known to the Administrative Agent, as long as the Overadvance does not continue for more than 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Loans are required) and (B) regardless of whether an Event of Default exists, if the Administrative Agent discovers an Overadvance not previously known by it to exist, as long as from the date of such discovery the Overadvance does not continue for more than 30 consecutive days (any of the advances such Loans described in this Section 2.2(i)(iclause (a) being hereinafter are herein referred to as “Protective Advances”); providedprovided that, that any two the aggregate amount of all Protective Advances (2including Overadvances) Lenders may outstanding at any time revoke shall not at any time exceed 10% of the Agent’s authorization contained in this Section 2.2(i)(i) to make Protective Advances, any such revocation to be in writing Commitments and to become effective prospectively upon the Agent’s receipt thereofaggregate amount of all Overadvances may not exceed 7.5% of the Borrowing Base; provided further that (i) if that, the Pro Rata Share aggregate amount of outstanding Protective Advances plus the Lenders revoking such authorization does not exceed 50%, such revocation shall become effective 90 days after Agent’s receipt thereof or (ii) if the Default or Event of Default would require consent aggregate Revolving Exposure of all Lenders to waive or amend, such authorization may be revoked by any Lender effective 90 days after Agent’s receipt thereof. Any Protective Advances made by Agent pursuant to this Section 2.2(i)(i) shall not exceed an aggregate principal amount at any one time outstanding of $4,000,000.00 and further shall not exceed the Borrowing Base by more than five percent (5%) and Commitments. Protective Advances may be made or permitted to exist even if the Maximum Revolver Amountconditions precedent set forth in Section 4.02 have not been satisfied. The Protective Advances shall be repayable on demand and secured by the Agent’s Liens in favor of the Administrative Agent in and to the Collateral, Collateral and shall constitute Revolving Loans and Obligations hereunder, . All Protective Advances shall be ABR Borrowings. The Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall bear interest at become effective prospectively upon the rate applicable Administrative Agent’s receipt thereof. At any time that there is sufficient Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the Revolving Lenders to Base Rate make a Revolving Loans from time Loan to time. The Agent shall notify each Lender in writing of each such repay a Protective Advance. At any other time the Administrative Agent may require the Lenders to fund their risk participations described in Section 2.04(b). Any funding of a Protective Advance or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of any Event of Default.

Protective Advances. Subject Upon the occurrence and during the continuance of an Event of Default or upon the inability of the Borrowers to satisfy the limitations conditions to borrowing set forth in Section 4.01(b) after the provisos contained in this Section 2.2(i)(i)Closing Date, the Agent is hereby authorized by the Borrower and the LendersAdministrative Agent, from time to time in the Agent’s its sole discretion, (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other applicable conditions precedent set forth in Article 10 have not been satisfied, to may make Base Rate Revolving Facility Loans to the any Borrower on behalf of the Lenders which Lenders, so long as the aggregate amount of such Revolving Facility Loans shall not, together with the aggregate amount of all Overadvances then outstanding, exceed 5.0% of the then applicable Global Borrowing Base, if the Administrative Agent, in its reasonable business judgmentReasonable Credit Judgment, deems that such Revolving Facility Loans are necessary or desirable (1i) to preserve protect all or protect any portion of the Collateral, or any portion thereof, (2ii) to enhance the likelihood oflikelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (3iii) to pay any other amount chargeable to the Borrower Borrowers pursuant to the terms of this AgreementAgreement (such Revolving Facility Loans, including costshereinafter, fees and expenses as described in Section 15.7 (any of the advances described in this Section 2.2(i)(i) being hereinafter referred to as “Protective Advances”); providedprovided that (x) in no event shall the Total Revolving Facility Exposure exceed the Total Revolving Facility Commitments, that any two (2y) the Required Lenders may at any time revoke the Administrative Agent’s authorization contained in this Section 2.2(i)(i) to make future Protective Advances, Advances (provided that existing Protective Advances shall not be subject to such revocation and any such revocation to must be in writing and to shall become effective prospectively upon the Administrative Agent’s receipt thereof; provided further that ) and (iz) if unless otherwise consented to by each affected Lender, the Pro Rata Share Administrative Agent may not make Revolving Facility Loans on behalf of the applicable Lenders revoking under this Section 2.01(c) to the extent such authorization does not Revolving Facility Loans would cause a Lender’s share of the Revolving Facility Exposure to exceed 50%, such revocation shall become effective 90 days after AgentLender’s receipt thereof or (ii) if the Default or Event of Default would require consent of all Lenders to waive or amend, such authorization may be revoked by any Lender effective 90 days after Agent’s receipt thereofRevolving Facility Commitment. Any Protective Advances Advance made pursuant to the terms hereof shall be made by Agent pursuant to the Lenders ratably in accordance with their Revolving Facility Percentages. If Protective Advances are made in accordance with this Section 2.2(i)(i2.01(c), then (A) shall not exceed an aggregate principal amount at any one time outstanding of $4,000,000.00 and further shall not exceed the each Borrowing Base shall thereafter be deemed ratably increased by more than five percent (5%) and the Maximum Revolver Amount. The amount of such permitted Protective Advances, but only for so long as the Administrative Agent allows such Protective Advances to be outstanding and (B) all Lenders shall be repayable on demand and secured by the Agent’s Liens in and bound to the Collateralmake, shall constitute Revolving Loans and Obligations hereunderor permit to remain outstanding, and shall bear interest at the rate applicable to Base Rate Revolving Loans from time to time. The Agent shall notify each Lender in writing of each such Protective AdvanceAdvances based upon their applicable Revolving Facility Percentages in accordance with the terms of this Agreement.

Protective Advances. (a) Subject in all respects to the limitations set forth below and the terms of Section 9.22 of this Agreement (and notwithstanding anything to the contrary in Section 4.02, including failure to satisfy or waive any of the provisos contained conditions precedent set forth in this Section 2.2(i)(i4.02), the Administrative Agent is hereby authorized by the Borrower and the Lenders, from time to time in the Administrative Agent’s sole discretiondiscretion (but shall have absolutely no obligation to), (A) after the occurrence to make Loans to Borrower, on behalf of a Default or an Event of Default, or (B) all Lenders at any time that any of the other applicable conditions condition precedent set forth in Article 10 have Section 4.02 has not been satisfiedsatisfied or waived, to make Base Rate Revolving Loans to the Borrower on behalf of the Lenders which the Administrative Agent, in its reasonable business judgmentPermitted Discretion, deems necessary or desirable (1i) to preserve or protect the Collateral, or any portion thereof, (2ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (3iii) to pay any other amount chargeable to the or required to be paid by Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees fees, and expenses as described in Section 15.7 9.03) and other sums payable under the Loan Documents (each such Loan, a “Protective Advance”). Any Protective Advance may be made in a principal amount that would cause the aggregate Adjusted Exposures to exceed the Borrowing Base; provided that no Protective Advance may be made to the extent that, after giving effect to such Protective Advance (together with the outstanding principal amount of any outstanding Protective Advances), the aggregate principal amount of Protective Advances outstanding hereunder would exceed 5% of the advances described in this Section 2.2(i)(i) being hereinafter referred to aggregate Commitments as “determined on the date of such proposed Protective Advances”)Advance; and provided, that any two (2) Lenders further that, the aggregate amount of such proposed Protective Advances plus the aggregate Exposures shall not exceed the aggregate Commitments. No Protective Advance may remain outstanding for more than 60 days without the consent of the Required Lenders. Each Protective Advance shall be secured by the Liens in favor of the Administrative Agent in and to the Collateral and shall constitute Facility Obligations and Secured Obligations hereunder. The Administrative Agent’s authorization to make Protective Advances may be revoked at any time revoke by the Agent’s authorization contained in this Section 2.2(i)(i) to make Protective Advances, any Required Lenders. Any such revocation to must be in writing and to shall become effective prospectively upon the Agent’s receipt thereof; provided further that (i) if the Pro Rata Share of the Lenders revoking such authorization does not exceed 50%, such revocation shall become effective 90 days after Agent’s receipt thereof or (ii) if the Default or Event of Default would require consent of all Lenders to waive or amend, such authorization may be revoked by any Lender effective 90 days after Administrative Agent’s receipt thereof. Any The making of a Protective Advances made by Agent pursuant to this Section 2.2(i)(i) Advance on any one occasion shall not exceed an aggregate principal amount at obligate the Administrative Agent to make any one Protective Advance on any other occasion. At any time outstanding of $4,000,000.00 and further shall not exceed that the Borrowing Base by more than five percent (5%) and conditions precedent set forth in Section 4.02 have been satisfied or waived, the Maximum Revolver Amount. The Protective Advances shall be repayable on demand and secured by Administrative Agent may request the Agent’s Liens in and Lenders to the Collateral, shall constitute make a Revolving Loans and Obligations hereunder, and shall bear interest at the rate applicable Loan to Base Rate Revolving Loans from time to time. The Agent shall notify each Lender in writing of each such repay a Protective Advance. At any other time, the Administrative Agent may require the Lenders to fund their risk participations described in Section 2.04(b).

Protective Advances. (a) Subject to the limitations set forth in below and notwithstanding anything to the provisos contained contrary in this Section 2.2(i)(i)Agreement, the Agent is hereby authorized by the Borrower Borrowers and the Lenders, from time to time in the Agent’s sole discretion, discretion (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other applicable conditions precedent set forth in Article 10 but shall have not been satisfiedabsolutely no obligation to), to make Base Rate Revolving Credit Loans to the Borrower Borrowers, on behalf of the Lenders all Lenders, which the Agent, in its reasonable business judgment, Permitted Discretion deems necessary or desirable (1i) to preserve or protect the Collateral, or any portion thereof, (2ii) to enhance the likelihood of, or maximize the amount of, repayment of the Revolving Credit Loans and or other Obligations, Obligations or (3iii) to pay any other amount chargeable to or required to be paid by the Borrower Loan Parties pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees and expenses as described in Section 15.7 12.4) and other sums payable under the Loan Documents (any of the advances described in this Section 2.2(i)(i) being hereinafter such Revolving Credit Loans are herein referred to as “Protective Advances”); provided, provided that any two (2i) Lenders may the aggregate amount of Protective Advances outstanding at any time revoke shall not at any time exceed ten percent (10%) of the Aggregate Revolving Credit Commitment, and (ii) to the extent the making of any Protective Advance causes the aggregate outstanding amount (without duplication) of Revolving Credit Loans and the undrawn amount of all unexpired Letters of Credit to exceed the Aggregate Revolving Credit Commitment on such Borrowing Date, such portion of such Protective Advance shall be for the Agent’s sole and separate account and not for the account of any Lender and shall be entitled to priority in repayment in accordance with Section 10.5. Protective Advances may be made even if the conditions precedent to Borrowing set forth in Section 5.2 have not been satisfied. Notwithstanding anything to the contrary set forth in Section 2.2, at any time that there is sufficient Excess Availability and the conditions set forth in Section 5.2 have been satisfied, the Agent may request the Lenders to make a Revolving Credit Loan to repay a Protective Advance. At any other time the Agent may require the Lenders to fund their risk participations described in subsection (c) below. The Agent’s authorization contained in this Section 2.2(i)(i) to make Protective Advances, Advances may be revoked at any time by the Required Lenders. Any such revocation to must be in writing and to shall become effective prospectively upon the Agent’s receipt thereof; provided further that (i) if the Pro Rata Share of the Lenders revoking such authorization does not exceed 50%, such revocation shall become effective 90 days after Agent’s receipt thereof or (ii) if the Default or Event of Default would require consent of all Lenders to waive or amend, such authorization may be revoked by any Lender effective 90 days after Agent’s receipt thereof. Any Protective Advances made by Agent pursuant to this Section 2.2(i)(i) shall not exceed an aggregate principal amount at any one time outstanding of $4,000,000.00 and further shall not exceed the Borrowing Base by more than five percent (5%) and the Maximum Revolver Amount. The Protective Advances shall be repayable on demand and secured by the Agent’s Liens in and to the Collateral, shall constitute Revolving Loans and Obligations hereunder, and shall bear interest at the rate applicable to Base Rate Revolving Loans from time to time. The Agent shall notify each Lender in writing of each such Protective Advance.

Protective Advances. Subject The Borrower shall repay to the limitations set forth Administrative Agent the then unpaid amount of each of its Protective Advances on the Maturity Date. (d) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the provisos contained in this Section 2.2(i)(i), the Agent is hereby authorized by indebtedness of the Borrower to the appropriate Lending Office of such Lender resulting from each Loan made by such Lending Office of such Lender from time to time, including the amounts of principal and the Lenders, interest payable and paid to such Lending Office of such Lender from time to time under this Agreement. (e) The Administrative Agent shall maintain the Register pursuant to Section 13.6(b), and a subaccount for each Lender, in which Register and subaccounts (taken together) shall be recorded (i) the amount of each Loan made hereunder and, if applicable, the relevant tranche thereof and the Type of each Loan made and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Xxxxxx’s share thereof. (f) The entries made in the Agent’s sole discretionRegister and accounts and subaccounts maintained pursuant to clauses (d) and (e) of this Section 2.5 shall, (A) after to the occurrence extent permitted by Applicable Law, be prima facie evidence of a Default the existence and amounts of the obligations of the Borrower therein recorded; provided, however, that the failure of any Lender or an Event of Defaultthe Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or (B) at any time that error therein, shall not in any manner affect the obligation of the other Borrower to repay (with applicable conditions precedent set forth in Article 10 have not been satisfied, to make Base Rate Revolving interest) the Loans made to the Borrower on behalf of the Lenders which the Agent, by such Lender in its reasonable business judgment, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (3) to pay any other amount chargeable to the Borrower pursuant to accordance with the terms of this Agreement, including costs, fees and expenses as described in Section 15.7 (any of the advances described in this Section 2.2(i)(i) being hereinafter referred to as “Protective Advances”); provided, that any two (2) Lenders may at any time revoke the Agent’s authorization contained in this Section 2.2(i)(i) to make Protective Advances, any such revocation to be in writing and to become effective prospectively upon the Agent’s receipt thereof; provided further that (i) if the Pro Rata Share of the Lenders revoking such authorization does not exceed 50%, such revocation shall become effective 90 days after Agent’s receipt thereof or (ii) if the Default or Event of Default would require consent of all Lenders to waive or amend, such authorization may be revoked by any Lender effective 90 days after Agent’s receipt thereof. Any Protective Advances made by Agent pursuant to this Section 2.2(i)(i) shall not exceed an aggregate principal amount at any one time outstanding of $4,000,000.00 and further shall not exceed the Borrowing Base by more than five percent (5%) and the Maximum Revolver Amount. The Protective Advances shall be repayable on demand and secured by the Agent’s Liens in and to the Collateral, shall constitute Revolving Loans and Obligations hereunder, and shall bear interest at the rate applicable to Base Rate Revolving Loans from time to time. The Agent shall notify each Lender in writing of each such Protective Advance.

Protective Advances. Subject to the limitations set forth Agent shall be authorized, in the provisos contained in this Section 2.2(i)(i), the Agent is hereby authorized by the Borrower and the Lenders, from time to time in the Agent’s sole its discretion, (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other applicable conditions precedent set forth in Article 10 have Section 6 are not been satisfied, satisfied to make Base Rate Revolving Revolver Loans (“Protective Advances”) (a) up to the Borrower on behalf an aggregate amount of the Lenders which the Agent$25,000,000 outstanding at any time, in its reasonable business judgment, if Agent deems such Loans necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, (2) to enhance the likelihood of, collectability or maximize the amount of, repayment of Obligations, as long as such Loans do not cause the outstanding Revolver Loans and other Obligations, LC Obligations to exceed the aggregate Revolver Commitments; or (3b) to pay any other amount amounts chargeable to the Borrower pursuant to the terms of this AgreementObligors under any Loan Documents, including interest, costs, fees and expenses as described expenses. Each Lender shall participate in Section 15.7 (any of the advances described in this Section 2.2(i)(i) being hereinafter referred to as “each Protective Advances”); provided, that any two (2) Advance on a Pro Rata basis. Required Lenders may at any time revoke the Agent’s authorization contained in this Section 2.2(i)(i) authority to make further Protective AdvancesAdvances under clause (a) by written notice to Agent. Absent such revocation, any such revocation to be in writing and to become effective prospectively upon the Agent’s receipt thereof; provided further determination that funding of a Protective Advance is appropriate shall be conclusive. 2.1.7. Increase in Revolver Commitments. Borrowers may request an increase in Revolver Commitments from time to time upon notice to Agent (a “Revolver Commitments Increase Event”), as long as (i) if the Pro Rata Share requested increase is in a minimum amount of $10,000,000 and is offered on the Lenders revoking such authorization does not exceed 50%same terms as existing Revolver Commitments, such revocation shall become effective 90 days after except for a closing fee specified by Agent’s receipt thereof or , (ii) increases under this Section 2.1.7 after the Closing Date do not exceed $150,000,000 in the aggregate and no more than three increases are made, (iii) no reduction in Revolver Commitments pursuant to Section 2.1.4 has occurred prior to the requested increase, and (iv) the requested increase does not cause (1) this Agreement to cease being an “ABL Agreement” pursuant to any Intercreditor Agreement (if then in effect) or enjoy similar rights and benefits under any intercreditor agreement (if any) relating to any Refinancing Debt refinancing or refunding the Default Senior Notes or Event any Permitted Secured Debt, or (2) the Revolver Commitments to cease being “Permitted Indebtedness” (or similar term) under the Senior Notes Agreement, any Permitted Secured Debt or under any comparable agreement relating to any Refinancing Debt in respect of Default would require consent the Senior Notes or any Permitted Secured Debt. Agent shall promptly notify the Lenders of all Lenders the requested increase and, within ten (10) Business Days thereafter, each Lender shall notify Agent if and to waive or amend, what extent such authorization may be revoked by any Lender effective 90 days after Agent’s receipt thereofcommits to increase its Revolver Commitment. Any Protective Advances made Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Revolver Commitments and become Lenders hereunder. Agent may allocate, in consultation with Borrower Agent, the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 6.2 are satisfied, total Revolver Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by Agent pursuant and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Agent, Obligors, and new and existing Lenders shall execute and deliver such documents and agreements as Agent deems appropriate to evidence the increase in and allocations of Revolver Commitments. On the effective date of an increase, all outstanding Revolver Loans, LC Obligations and other exposures under the Revolver Commitments shall be reallocated among Lenders, and settled by Agent if necessary, in accordance with Lenders’ adjusted shares of such Revolver Commitments. In no event shall the provisions of this Section 2.2(i)(i) shall not exceed an aggregate principal amount at 2.1.7 or any one time outstanding other provision of $4,000,000.00 and further shall not exceed the Borrowing Base by more than five percent (5%) and the Maximum Revolver Amount. The Protective Advances shall this Agreement or any other Loan Document be repayable on demand and secured by the Agent’s Liens in and to the Collateral, shall constitute Revolving Loans and Obligations hereunder, and shall bear interest at the rate applicable to Base Rate Revolving Loans from time to time. The Agent shall notify each Lender in writing of each such Protective Advance.deemed

Protective Advances. (a) Subject to the limitations set forth below (a) provided a Default or Event of Default has occurred and is continuing (or could reasonably be expected to occur if the relevant Protective Advance is not made) or (b) at any time that any of the conditions precedent set out in the provisos contained in this Section 2.2(i)(i)6 have not been satisfied, the Administrative Agent is hereby authorized authorised by the Borrower Credit Parties and the Lenders, from time to time in the Administrative Agent’s sole discretion, discretion (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other applicable conditions precedent set forth in Article 10 but shall have not been satisfiedabsolutely no obligation to), to make Base Rate Revolving Loans to the Borrowers on behalf of all Lenders (provided however Loans to the French Borrower shall only be made on behalf of the French Lenders by a French Qualifying Lender), which the Administrative Agent, in its reasonable business judgmentPermitted Discretion, deems necessary or desirable (1i) to preserve or protect the Collateral, or any portion thereof, (2ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (3iii) to pay any other amount chargeable to or required to be paid by the Borrower Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees fees, and expenses as described in Section 15.7 12.5) and other sums payable under the Credit Documents (any of the advances described in this Section 2.2(i)(i) being hereinafter such Loans are herein referred to as “Protective Advances”); providedprovided that, that any two (2) Lenders may the aggregate amount of Protective Advances outstanding at any time revoke shall not at any time exceed (x) 10% of the Agent’s authorization contained European Revolving Commitments at such time (in this Section 2.2(i)(ithe case of Protective Advances to the European Borrowers) (y) 10% of the French Revolving Commitments at such time (in the case of Protective Advances to make Protective Advancesthe French Borrower) or (z) in any event, any 10% of the Revolving Commitments at such revocation to be in writing and to become effective prospectively upon the Agent’s receipt thereoftime; provided further that (iA) if the Pro Rata Share aggregate amount of the Lenders revoking such authorization does not exceed 50%, such revocation shall become effective 90 days after Agent’s receipt thereof or (ii) if the Default or Event of Default would require consent of all Lenders to waive or amend, such authorization may be revoked by any Lender effective 90 days after Agent’s receipt thereof. Any outstanding Protective Advances made by Agent pursuant to this Section 2.2(i)(i) shall not exceed an aggregate principal amount at any one time outstanding of $4,000,000.00 and further the European Borrowers plus the Aggregate European Revolving Exposure shall not exceed the European Borrowing Base by more than five percent Limits, and (5%B) and the Maximum Revolver Amountaggregate amount of outstanding Protective Advances to the French Borrowers plus the Aggregate French Revolving Exposure shall not exceed the French Borrowing Limits. Protective Advances may be made even if the conditions precedent set forth in Section 6 have not been satisfied. The Protective Advances shall be repayable on demand and secured by the Agent’s Liens in favour of the Collateral Agent in and to the Collateral, Collateral and shall constitute Revolving Loans and Obligations hereunder. The Administrative Agent’s authorisation to make Protective Advances may be revoked at any time by the 942882452.15 Required Lenders, the European Required Lenders (for Protective Advances to the European Borrowers) or the French Required Lenders (for Protective Advances to the French Borrower). Any such revocation must be in writing and shall bear interest become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient Aggregate Availability, the Borrowing Limits would be satisfied and the conditions precedent set forth in Section 6 have been satisfied, the Administrative Agent may request the Lenders (under the relevant Facility depending on the Borrower to which the Protective Advance has been made) to make a Revolving Loan in the relevant currency to repay a Protective Advance. At any other time the Administrative Agent may require the Lenders to fund their risk participations described in Section 2.4(b). Notwithstanding any other term of this Agreement, the Administrative Agent may (but shall not be obliged to), in its discretion during a Cash Dominion Period or at any time at which it considers that the rate applicable Collateral of the French Borrower may be at risk require the French Borrower to Base Rate Revolving Loans from time whom a Protective Advance has been made to time. The Agent shall notify each Lender in writing pay all outstanding amounts payable to any or all of each such its RoT Suppliers directly out of the proceeds of any Protective Advance.

Protective Advances. (a) Subject to the limitations set forth in the provisos contained in this Section 2.2(i)(i)below, the Administrative Agent (including its Canada branch as regards Protective Advances to the Canadian Borrower) is hereby authorized (but shall have no obligation to) by the Borrower Borrowers and the Lenders, from time to time in the Agent’s sole discretion, (A) after following the occurrence and during the continuance of a Default or an Event of Default, or (B) at any time that any of in the other applicable conditions precedent set forth in Article 10 have not been satisfiedAdministrative Agent’s Permitted Discretion, to make Base Rate Revolving (or authorize the Administrative Agent to make) Loans to the US Borrower in Dollars or to the Canadian Borrower in Dollars or Canadian Dollars on behalf of the applicable Lenders (each such Loan, a “Protective Advance”), which the Administrative Agent, in its reasonable business judgmentPermitted Discretion, deems necessary or desirable (1i) to preserve or protect the Collateral, or any portion thereof, (2ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, Obligations or (3iii) to pay any other amount chargeable to or required to be paid by any of the Borrower Borrowers to the Agents and the Lenders pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees fees, and expenses as described in Section 15.7 10.2) and other sums payable under the Credit Documents (any of the advances described in this Section 2.2(i)(i) being hereinafter such Loans are herein referred to as “Protective Advances”); provided, provided that any two (2x) Lenders no Protective Advance may remain outstanding for more than 30 days; (y) the aggregate amount of Protective Advances outstanding at any time revoke shall not exceed the AgentDollar Equivalent of $20,000,000; and (z) no Protective Advance shall be made that would result in the Revolving Credit Exposure of any Lender exceeding such Lender’s authorization contained in this Section 2.2(i)(i) to make Protective Advances, any such revocation to be in writing and to become effective prospectively upon the Agent’s receipt thereofRevolving Commitment; provided further that (i) no Protective Advance shall result in a Default due to the 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 such Protective Advance. Protective Advances may be made even if the Pro Rata Share of the Lenders revoking such authorization does conditions precedent set forth in Section 3.2 have not exceed 50%, such revocation shall become effective 90 days after Agent’s receipt thereof or (ii) if the Default or Event of Default would require consent of all Lenders to waive or amend, such authorization may be revoked by any Lender effective 90 days after Agent’s receipt thereof. Any Protective Advances made by Agent pursuant to this Section 2.2(i)(i) shall not exceed an aggregate principal amount at any one time outstanding of $4,000,000.00 and further shall not exceed the Borrowing Base by more than five percent (5%) and the Maximum Revolver Amountbeen satisfied. The Protective Advances shall be repayable on demand and secured by the Agent’s Liens in favor of the Administrative Agent (for the benefit of the Agents, the Lenders and the Issuing Banks) in and to the Collateral, Collateral and shall constitute Revolving Loans and Obligations hereunder. All Protective Advances denominated in Dollars shall be Base Rate Borrowings or, as regards the Canadian Credit Parties, Canadian Base Rate Borrowings, and all Protective Advances denominated in Canadian Dollars shall bear interest at the rate applicable to Base be Canadian Prime Rate Revolving Loans from time to timeBorrowings. The Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Requisite Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient US Available Credit or Canadian Available Credit, as the case may be, and the conditions precedent set forth in Section 3.2 have been satisfied, the Administrative Agent may request the Lenders to make a Revolving Loan, in the currency in which the applicable Protective Advance was denominated and to the Borrowers to which the Protective Advance was made, to repay a Protective Advance. At any other time the Administrative Agent may require the Lenders to fund, in the currency in which the applicable Protective Advance was denominated, their risk participations described in Section 2.25(b). It is agreed that the Administrative Agent shall endeavor, but without any obligation, to notify each Lender in writing the applicable Borrower promptly after the making of each such any Protective Advance.

Protective Advances. (a) Subject to the limitations set forth below (and notwithstanding anything to the contrary in the provisos contained in this Section 2.2(i)(i4.02), the Administrative Agent is hereby authorized by the Borrower Borrowers and the Lenders, from time to time in the Administrative Agent’s sole discretiondiscretion in the exercise of its commercially reasonable judgment (but shall have absolutely no obligation to), (A) after to make Loans to the occurrence Borrowers, on behalf of a Default or an Event of Default, or (B) all Lenders at any time that any of the other applicable conditions condition precedent set forth in Article 10 have Section 4.02 has not been satisfiedsatisfied or waived, to make Base Rate Revolving Loans to the Borrower on behalf of the Lenders which the Administrative Agent, in its reasonable business judgmentPermitted Discretion, deems necessary or desirable (1i) to preserve or protect the Collateral, or any portion thereof, (2ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (3iii) to pay any other amount chargeable to or required to be paid by the Borrower Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees fees, and expenses as described in Section 15.7 9.03) and other 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 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 (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 advances described in this Section 2.2(i)(i) being hereinafter referred to 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 Protective Advances”); provided, that any two (2) shall not exceed the Aggregate Commitments. No Protective Advance may remain outstanding for more than 45 days without the consent of the Required Lenders unless a Liquidation is taking place. Each Protective Advance shall be secured by the Liens in favor of the Administrative Agent in and to the Collateral and shall constitute Obligations hereunder. The Administrative Agent’s authorization to make Protective Advances may be revoked at any time revoke by the Agent’s authorization contained in this Section 2.2(i)(i) to make Protective Advances, any Required Lenders. Any such revocation to must be in writing and to shall become effective prospectively upon the Agent’s receipt thereof; provided further that (i) if the Pro Rata Share of the Lenders revoking such authorization does not exceed 50%, such revocation shall become effective 90 days after Agent’s receipt thereof or (ii) if the Default or Event of Default would require consent of all Lenders to waive or amend, such authorization may be revoked by any Lender effective 90 days after Administrative Agent’s receipt thereof. Any The making of a Protective Advances made by Agent pursuant to this Section 2.2(i)(i) Advance on any one occasion shall not exceed an aggregate principal amount at obligate the Administrative Agent to make any one Protective Advance on any other occasion. At any time outstanding of $4,000,000.00 and further shall not exceed that the Borrowing Base by more than five percent (5%) and conditions precedent set forth in Section 4.02 have been satisfied or waived, the Maximum Revolver Amount. The Protective Advances shall be repayable on demand and secured by Administrative Agent may request the Agent’s Liens in and Lenders to the Collateral, shall constitute make a Revolving Loans and Obligations hereunder, and shall bear interest at the rate applicable Loan to Base Rate Revolving Loans from time to time. The Agent shall notify each Lender in writing of each such repay a Protective Advance. At any other time, the Administrative Agent may require the Lenders to fund their risk participations described in Section 2.04(b).

Protective Advances. Subject Upon the occurrence and during the continuance of an Event of Default or upon the inability of the Borrowers to satisfy the limitations conditions to borrowing set forth in Section 4.01(b) after the provisos contained in this Section 2.2(i)(i)Initial Closing Date, the Agent is hereby authorized by the Borrower and the LendersAdministrative Agent, from time to time in the Agent’s its sole discretion, (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other applicable conditions precedent set forth in Article 10 have not been satisfied, to may make Base Rate Tranche A Revolving Facility Loans to the any Borrower on behalf of the Lenders which Lenders, so long as the aggregate amount of such Tranche A Revolving Facility Loans shall not, together with the aggregate amount of all Overadvances then outstanding, exceed 5.0% of the then applicable Global Borrowing Base, if the Administrative Agent, in its reasonable business judgmentReasonable Credit Judgment, deems that such Tranche A Revolving Facility Loans are necessary or desirable (1i) to preserve protect all or protect any portion of the Collateral, or any portion thereof, (2ii) to enhance the likelihood oflikelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (3iii) to pay any other amount chargeable to the Borrower Borrowers pursuant to the terms of this AgreementAgreement (such Tranche A Revolving Facility Loans, including costshereinafter, fees and expenses as described in Section 15.7 (any of the advances described in this Section 2.2(i)(i) being hereinafter referred to as “Protective Advances”); provided, that any two (2x) in no event shall the Aggregate Revolving Facility Exposure exceed the Aggregate Revolving Facility Commitments, (y) the Required Tranche A Lenders may at any time revoke the Administrative Agent’s authorization contained in this Section 2.2(i)(i) to make future Protective Advances, Advances (provided; that existing Protective Advances shall not be subject to such revocation and any such revocation to must be in writing and to shall become effective prospectively upon the Administrative Agent’s receipt thereof; provided further that ) and (iz) if unless otherwise consented to by each affected Lender, the Pro Rata Share Administrative Agent may not make Tranche A Revolving Facility Loans on behalf of the applicable Lenders revoking under this Section 2.01(c) to the extent such authorization does not Tranche A Revolving Facility Loans would cause a Lender’s share of the Tranche A Revolving Facility Exposure to exceed 50%, such revocation shall become effective 90 days after AgentLender’s receipt thereof or (ii) if the Default or Event of Default would require consent of all Lenders to waive or amend, such authorization may be revoked by any Lender effective 90 days after Agent’s receipt thereofTranche A Revolving Facility Commitment. Any Protective Advances Advance made pursuant to the terms hereof shall be made by Agent pursuant to the Tranche A Lenders ratably in accordance with their Revolving Facility Percentages. If Protective Advances are made in accordance with this Section 2.2(i)(i2.01(c), then (A) shall not exceed an aggregate principal amount at any one time outstanding of $4,000,000.00 and further shall not exceed the each Borrowing Base shall thereafter be deemed ratably increased by more than five percent (5%) and the Maximum Revolver Amount. The amount of such permitted Protective Advances, but only for so long as the Administrative Agent allows such Protective Advances to be outstanding and (B) all Tranche A Lenders shall be repayable on demand and secured by the Agent’s Liens in and bound to the Collateralmake, shall constitute Revolving Loans and Obligations hereunderor permit to remain outstanding, and shall bear interest at the rate applicable to Base Rate Revolving Loans from time to time. The Agent shall notify each Lender in writing of each such Protective AdvanceAdvances based upon their applicable Revolving Facility Percentages in accordance with the terms of this Agreement.

Protective Advances. Subject to the limitations set forth Agent shall be authorized, in the provisos contained in this Section 2.2(i)(i), the Agent is hereby authorized by the Borrower and the Lenders, from time to time in the Agent’s sole its discretion, (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other applicable conditions precedent set forth in Article 10 have Section 6 are not been satisfied, to make Base Rate Revolving Loans (“Protective Advances”), up to the Borrower on behalf an aggregate amount, when combined with all other Protective Advances and Overadvances outstanding at any time, not to exceed 10% of the Lenders which the AgentAggregate Borrowing Base; in each case, in its reasonable business judgment, (1) if Agent deems such Loans necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, (2) to enhance the likelihood of, collectability or maximize the amount of, repayment of the Loans and other Obligations, Obligations or (32) to pay any other amount amounts chargeable to the Borrower pursuant to the terms of this AgreementObligors under any Loan Documents, including costs, fees and expenses expenses. Each Lender shall participate in each Protective Advance on a Pro Rata basis provided that such Revolver Loans shall be Tranche A Revolver Loans unless the outstanding principal amount of Tranche B Revolver Loans is less than the Tranche B Maximum Amount, in which case up to an amount equal to the Tranche B Maximum Amount minus the outstanding principal amount of Tranche B Revolver Loans of such Revolver Loans shall be Tranche B Revolver Loans, and the remaining amount of such Revolver Loans shall be Tranche A Revolver Loans; provided further that, (i) the aggregate amount of outstanding Protective Advances constituting Tranche A Revolver Loans plus the outstanding principal amount of Tranche A Revolver Loans and LC Obligations of any Lender shall not exceed its Tranche A Revolver Commitment, (ii) the aggregate amount of outstanding Protective Advances constituting Tranche B Revolver Loans plus the outstanding principal amount of Tranche B Revolver Loans of any Lender shall not exceed its Tranche B Revolver Commitment and (iii) the outstanding principal amount of all Revolver Loans and LC Obligations shall not exceed the aggregate Revolver Commitments. Each Tranche A Revolver Lender or Tranche B Revolver Lender, as described applicable, shall participate in Section 15.7 (any of the advances described in this Section 2.2(i)(i) being hereinafter referred to as “each Protective Advances”); provided, that any two (2) Advance on a Pro Rata basis. Required Lenders may at any time revoke the Agent’s authorization contained in this Section 2.2(i)(i) authority to make further Protective AdvancesAdvances by written notice to Agent. Absent such revocation, any such revocation to be in writing and to become effective prospectively upon the Agent’s receipt thereof; provided further determination that (i) if the Pro Rata Share funding of the Lenders revoking such authorization does not exceed 50%, such revocation shall become effective 90 days after Agent’s receipt thereof or (ii) if the Default or Event of Default would require consent of all Lenders to waive or amend, such authorization may be revoked by any Lender effective 90 days after Agent’s receipt thereof. Any a Protective Advances made by Agent pursuant to this Section 2.2(i)(i) shall not exceed an aggregate principal amount at any one time outstanding of $4,000,000.00 and further shall not exceed the Borrowing Base by more than five percent (5%) and the Maximum Revolver Amount. The Protective Advances Advance is appropriate shall be repayable on demand and secured by the Agent’s Liens in and to the Collateral, shall constitute Revolving Loans and Obligations hereunder, and shall bear interest at the rate applicable to Base Rate Revolving Loans from time to time. The Agent shall notify each Lender in writing of each such Protective Advanceconclusive.

Protective Advances. Subject to the limitations set forth in the provisos contained in this Section 2.2(i)(i1.1(b), the Agent is hereby authorized by the Borrower and the Lenders, from time to time in the Agent’s 's sole discretion, (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other applicable conditions precedent set forth in Article 10 Section 3.2 or otherwise have not been satisfiedsatisfied (including without limitation the condition precedent that the aggregate principal amount of all outstanding Revolving Loans do not exceed Availability), to require the Lenders to make Base Rate Revolving Loans to the Borrower on behalf of the Lenders Borrower, according to each such Lender's Pro Rata Revolving Share thereof, which such Revolving Loans the Agent, in its reasonable business sole judgment, deems necessary or desirable (1) to preserve or protect the business conducted by any Credit Party, the Collateral, or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (3) to pay any other amount chargeable to the Borrower pursuant to the terms of this AgreementAgreement or any other Loan Document, including required principal payments on the Term Loans, interest costs, fees fees, expenses, costs and expenses as described in Section 15.7 indemnification (any of the advances described in this Section 2.2(i)(i1.1(b) being hereinafter hereafter referred to as “"Protective Advances”"); provided, that any two (2w) the Required Lenders may at any time revoke the Agent’s 's authorization contained in this Section 2.2(i)(i) to so require such Lenders to make Protective Advances, any such revocation to be in writing and to become effective prospectively upon the Agent’s 's receipt thereof; provided further that , (iy) if the Pro Rata Share aggregate amount of Protective Advances outstanding at any time, exclusive of those made pursuant to the Lenders revoking such authorization does preceding clause (3), shall not exceed 50%, $2,000,000 and (z) the Agent shall be prohibited from so requiring such revocation shall become effective 90 days after Agent’s receipt Lenders to make Protective Advances to the extent the making thereof or (ii) if would cause the Default or Event of Default would require consent aggregate principal amount of all Lenders outstanding Revolving Loans to waive exceed the aggregate Revolving Loan Commitments then in effect less the amount of any Reserves then in effect with respect to the Credit Accommodation Balance. If a Protective Advance is made, or amendpermitted to remain outstanding, such authorization may be revoked by any Lender effective 90 days after Agent’s receipt thereof. Any Protective Advances made by Agent pursuant to this Section 2.2(i)(i) 1.1(b), then all Lenders shall not exceed an be bound to make, or permit to remain outstanding, such Protective Advance based upon their Pro Rata Revolving Loan Shares thereof. Borrower shall repay the aggregate outstanding principal amount at any one time outstanding of $4,000,000.00 and further shall not exceed the Borrowing Base by more than five percent (5%) and the Maximum Revolver Amount. The Protective Advances shall be repayable on upon demand and secured therefore by the Agent’s Liens in and to the Collateral, shall constitute Revolving Loans and Obligations hereunder, and shall bear interest at the rate applicable to Base Rate Revolving Loans from time to time. The Agent shall notify each Lender in writing of each such Protective Advance.

Protective Advances. (a) Subject to the limitations set forth in the provisos contained in this Section 2.2(i)(i)below, the Agent is hereby authorized by the Borrower Borrowers and the Lenders, from time to time in the Agent’s 's sole discretion, discretion (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other applicable conditions precedent set forth in Article 10 but shall have not been satisfiedabsolutely no obligation to), to make Base Rate Revolving Loans to the Borrower Borrowers, on behalf of the Lenders all Lenders, which the Agent, in its reasonable business judgmentPermitted Discretion, deems necessary or desirable (1i) to preserve or protect the Collateral, Collateral or any portion thereof, (2ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (3iii) to pay any other amount chargeable to or required to be paid by the Borrower Borrowers pursuant to the terms of this Agreement, including payments of principal, interest, fees, premiums, reimbursable expenses (including costs, fees and expenses as described in Section 15.7 9.04) and other sums payable under the Loan Documents (any of the advances described in this Section 2.2(i)(i) being hereinafter such Loans are ------------- herein referred to as “"Protective Advances”"); provided, that that, no Protective Advance shall cause the Aggregate Credit Exposure to exceed the Aggregate Commitments; provided, further, that, the aggregate amount of Protective Advances -------- ------- ---- outstanding at any two time, which were made pursuant to clauses (2i) Lenders may and (ii) above, together with the aggregate amount of all ----------- ---- Overadvance Loans made pursuant to Section 2.01(c), shall not exceed at any time revoke $5,000,000. 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 Agent in and to the Collateral and shall constitute Obligations hereunder. All Protective Advances shall be ABR Borrowings. The Agent’s 's authorization contained in this Section 2.2(i)(i) to make Protective Advances, Advances may be revoked at any time by the Required Lenders. Any such revocation to must be in writing and to shall become effective prospectively upon the Agent’s receipt thereof; provided further that (i) if the Pro Rata Share of the Lenders revoking such authorization does not exceed 50%, such revocation shall become effective 90 days after Agent’s receipt thereof or (ii) if the Default or Event of Default would require consent of all Lenders to waive or amend, such authorization may be revoked by any Lender effective 90 days after Agent’s 's receipt thereof. Any Protective Advances made by Agent pursuant to this Section 2.2(i)(i) shall not exceed an aggregate principal amount at At any one time outstanding of $4,000,000.00 and further shall not exceed the Borrowing Base by more than five percent (5%) that there is sufficient Availability and the Maximum Revolver Amount. The Protective Advances shall be repayable on demand and secured by conditions precedent set forth in Section -------- 4.02 have been satisfied, the Agent’s Liens in and Agent may request the Lenders to the Collateral, shall constitute make a Revolving Loans and Obligations hereunder, and shall bear interest at the rate applicable Loan to Base Rate Revolving Loans from time to time. The Agent shall notify each Lender in writing of each such repay a Protective Advance.. At any ---- other time the Agent may require the Lenders to fund their risk participations described in Section 2.06(b). ---------------

Protective Advances. (a) Subject to the limitations set forth in the provisos contained in this Section 2.2(i)(i)below, the Administrative Agent is hereby authorized by the Borrower and the Lenders, from time to time in the Agent’s sole discretion, (A) after following the occurrence and during the continuance of a Default or an Event of Default, or in the Administrative Agent’s sole discretion (B) at any time that any of the other applicable conditions precedent set forth in Article 10 but shall have not been satisfiedabsolutely no obligation to), to make Base Rate Revolving Loans to the Borrower Borrower, on behalf of the Lenders all Lenders, which the Administrative Agent, in its reasonable business judgmentdiscretion, deems necessary or desirable (1i) to preserve or protect the Collateral, or any portion thereof, (2ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (3iii) to pay any other amount chargeable to or required to be paid by the Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees fees, and expenses as described in Section 15.7 9.05) and other sums payable under the Loan Documents (any of the advances described in this Section 2.2(i)(i) being hereinafter such Loans are herein referred to as “Protective Advances”); providedprovided that, that any two (2) Lenders may the aggregate amount of Protective Advances outstanding at any time revoke shall not at any time exceed 5.0% of the Agent’s authorization contained Borrowing Base as then in this Section 2.2(i)(i) to make Protective Advances, any such revocation to be in writing and to become effective prospectively upon effect (based on the Agent’s receipt thereofBorrowing Base Certificate last delivered); provided further that that, the aggregate amount of Revolving Exposure (i) if the Pro Rata Share of the Lenders revoking such authorization does not exceed 50%, such revocation shall become effective 90 days after Agent’s receipt thereof or (ii) if the Default or Event of Default would require consent of all Lenders to waive or amend, such authorization may be revoked by any Lender effective 90 days after Agent’s receipt thereof. Any including outstanding Protective Advances made by Agent pursuant to this Section 2.2(i)(iAdvances) shall not exceed an the aggregate principal amount at any one time outstanding of $4,000,000.00 and further shall Commitments. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not exceed the Borrowing Base by more than five percent (5%) and the Maximum Revolver Amountbeen satisfied. The Protective Advances shall be repayable on demand and secured by the Agent’s Liens in favor of the Administrative Agent in and to the Collateral, Collateral and shall constitute Revolving Loans and Obligations hereunder, . All Protective Advances shall be ABR Borrowings. The Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall bear interest at become effective prospectively upon the rate applicable Administrative Agent’s receipt thereof. At any time that there is sufficient Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the Revolving Lenders to Base Rate make a Revolving Loans from time Loan to time. The Agent shall notify each Lender in writing of each such repay a Protective Advance. At any other time the Administrative Agent may require the Lenders to fund their risk participations described in Section 2.25(b).

Protective Advances. Subject Notwithstanding anything to the contrary set forth herein, subject to the limitations set forth in the provisos contained in this Section 2.2(i)(i), the Agent is hereby authorized by the Borrower and the Lendersbelow, from time to time at any time on or after and during the continuance of an Event of Default or upon any other failure of a condition precedent to the funding of Revolving Loans or the issuance of Letters of Credit hereunder, the Administrative Agent is authorized by the Borrowers and the Revolving Lenders, in the Administrative Agent’s sole discretion, discretion (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other applicable conditions precedent set forth in Article 10 but shall have not been satisfiedabsolutely no obligation to), to make Base Rate Revolving Loans to the Borrower Borrowers, on behalf of the Lenders Revolving Lenders, which the Administrative Agent, in its reasonable business judgmentPermitted Discretion, deems necessary or desirable (1i) to preserve or protect the Collateral, or any portion thereof, (2ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (3iii) to pay any other amount chargeable to or required to be paid by the Borrower Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees fees, and expenses as described in Section 15.7 9.03) and other sums payable under the Financing Documents (any of the advances described in this Section 2.2(i)(i) being hereinafter such Revolving Loans are herein referred to as “Protective Advances”); providedprovided that, that any two (2) Lenders may the aggregate amount of Protective Advances outstanding at any time revoke the Agent’s authorization contained in this Section 2.2(i)(i) to make Protective Advances, shall not at any such revocation to be in writing and to become effective prospectively upon the Agent’s receipt thereoftime exceed $12,500,000; provided further that the aggregate amount of outstanding Protective Advances shall not cause (i1) if the Pro Rata Share aggregate Revolving Credit Exposure of all of the Revolving Lenders revoking such authorization does not to exceed 50%, such revocation shall become effective 90 days after Agent’s receipt thereof the aggregate Revolving Commitments or (ii2) if the Default or Event Revolving Credit Exposure of Default would require consent of all Lenders any Revolving Lender to waive or amend, exceed such authorization Revolving Lender’s Revolving Commitment. Protective Advances may be revoked by made even if Availability would be less $0 after giving effect to the making of any Lender effective 90 days after Agent’s receipt thereof. Any such Protective Advances made by Agent pursuant Advance (provided that no Protective Advance which causes Availability to this Section 2.2(i)(i) shall not exceed an aggregate principal amount at any one time be less than $0 may remain outstanding of $4,000,000.00 and further shall not exceed the Borrowing Base by for more than forty-five percent (5%45) and the Maximum Revolver Amountconsecutive days). The Protective Advances shall be repayable on demand and secured by the Agent’s Liens in favor of the Administrative Agent in and to the Collateral, Collateral and shall constitute Obligations hereunder. All Protective Advances shall be ABR Revolving Borrowings. The Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Required Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the Revolving Lenders to make a Revolving Loan to repay a Protective Advance. At any other time the Administrative Agent may require the Revolving Lenders to fund their risk participations described below in this Section 2.05(d). Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), each Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Applicable Revolving Percentage. The Administrative Agent, at any time in its sole and absolute discretion, may require that each Revolving Lender fund its participation in the then outstanding principal amount of all Protective Advances by giving each Revolving Lender notice thereof. Upon the giving of such notice by the Administrative Agent, each Revolving Lender shall comply with its obligations under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.05(b) with respect to Revolving Loans made by such Revolving Lender (and Obligations Section 2.05 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders). From and after the date, if any, on which any Required Lender is required to fund its participation in any Protective Advance purchased hereunder, and shall bear interest at the rate applicable to Base Rate Revolving Loans from time to time. The Administrative Agent shall notify each Lender promptly distribute to such Revolving Lender, such Revolving Lender’s Applicable Revolving Percentage of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in writing respect of each such Protective Advance.

Protective Advances. Subject to the limitations set forth Agent shall be authorized, in the provisos contained in this Section 2.2(i)(i), the Agent is hereby authorized by the Borrower its sole and the Lenders, from time to time in the Agent’s sole absolute discretion, (A) after the occurrence of at any time or times that a Default or an Event of Default, Default exists or (B) at any time that any of the other applicable conditions precedent set forth in Article 10 SECTION 11 hereof have not been satisfied, to make Revolver Loans that are Base Rate Revolving Loans to Borrowers in an aggregate amount outstanding at any time not to exceed $5,000,000, but only to the Borrower on behalf of the Lenders which the extent that Agent, in the exercise of its reasonable business judgment, deems the funding of such Loans (herein called "Protective Advances") to be necessary or desirable (1i) to preserve or protect the Collateral, Collateral or any portion thereof, (2ii) to enhance the likelihood oflikelihood, or maximize increase the amount ofamount, of repayment of the Loans and other Obligations, Obligations or (3iii) to pay any other amount chargeable to the Borrower Borrowers pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 15.7 (any expenses, all of which Protective Advances shall be deemed part of the Obligations and secured by the Collateral and shall be treated for all purposes of this Agreement (including SECTIONS 5.6.1 and 15.4) as advances described in this Section 2.2(i)(i) being hereinafter referred for the repayment to as “Protective Advances”)Agent and Lenders of Extraordinary Expenses; provided, however, that any two (2) the Required Lenders may at any time revoke the Agent’s 's authorization contained in this Section 2.2(i)(i) to make Protective Advances, any such revocation Protective Advances by written notice to be in writing and to Agent, which shall become effective prospectively upon the Agent’s receipt thereof; provided further that (i) if the Pro Rata Share of the Lenders revoking such authorization does not exceed 50%, such revocation shall become effective 90 days and after Agent’s receipt thereof or (ii) if the Default or Event of Default would require consent of all Lenders to waive or amend, such authorization may be revoked by any Lender effective 90 days after Agent’s 's actual receipt thereof. Any Absent such revocation, Agent's determination that the making of a Protective Advance is required for any such purposes shall be conclusive. Each Revolver Lender shall participate in each Protective Advance in an amount equal to its Pro Rata share of the Revolver Commitments. Notwithstanding the foregoing, the maximum amount of Protective Advances made by Agent pursuant to this Section 2.2(i)(i) shall not exceed an aggregate principal amount outstanding at any one time time, when added to the aggregate of Revolver Loans, LC Obligations and Out-of-Formula Loans outstanding of $4,000,000.00 and further at such time, shall not exceed the Borrowing Base by more than five percent (5%) and total of the Maximum Revolver AmountCommitments. The Protective Advances Nothing in this SECTION 2.1.6 shall be repayable on demand construed to limit in any way the amount of Extraordinary Expenses that may be incurred by Agent and secured by that Borrowers shall be obligated to reimburse to Agent as provided in the Agent’s Liens in and to the Collateral, shall constitute Revolving Loans and Obligations hereunder, and shall bear interest at the rate applicable to Base Rate Revolving Loans from time to time. The Agent shall notify each Lender in writing of each such Protective AdvanceLoan Documents.

Protective Advances. (a) Subject to the limitations set forth below (a) provided a Default or Event of Default has occurred and is continuing (or could reasonably be expected to occur if the relevant Protective Advance is not made) or (b) at any time that any of the conditions precedent set out in the provisos contained in this Section 2.2(i)(i)6 have not been satisfied, the Administrative Agent is hereby authorized authorised by the Borrower Credit Parties and the Lenders, from time to time in the Administrative Agent’s sole discretion, discretion (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other applicable conditions precedent set forth in Article 10 but shall have not been satisfiedabsolutely no obligation to), to make Base Rate Revolving Loans to the Borrowers on behalf of all Lenders (provided however Loans to the French Borrower shall only be made on behalf of the French Lenders by a French Qualifying Lender), which the Administrative Agent, in its reasonable business judgmentPermitted Discretion, deems necessary or desirable (1i) to preserve or protect the Collateral, or any portion thereof, (2ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (3iii) to pay any other amount chargeable to or required to be paid by the Borrower Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees fees, and expenses as described in Section 15.7 12.5) and other sums payable under the Credit Documents (any of the advances described in this Section 2.2(i)(i) being hereinafter such Loans are herein referred to as “Protective Advances”); providedprovided that, that any two (2) Lenders may the aggregate amount of Protective Advances outstanding at any time revoke shall not at any time exceed (x) 10% of the Agent’s authorization contained European Revolving Commitments at such time (in this Section 2.2(i)(ithe case of Protective Advances to the European Borrowers) (y) 10% of the French Revolving Commitments at such time (in the case of Protective Advances to make Protective Advancesthe French Borrower) or (z) in any event, any 10% of the Revolving Commitments at such revocation to be in writing and to become effective prospectively upon the Agent’s receipt thereoftime; provided further that (iA) if the Pro Rata Share aggregate amount of the Lenders revoking such authorization does not exceed 50%, such revocation shall become effective 90 days after Agent’s receipt thereof or (ii) if the Default or Event of Default would require consent of all Lenders to waive or amend, such authorization may be revoked by any Lender effective 90 days after Agent’s receipt thereof. Any outstanding Protective Advances made by Agent pursuant to this Section 2.2(i)(i) shall not exceed an aggregate principal amount at any one time outstanding of $4,000,000.00 and further the European Borrowers plus the Aggregate European Revolving Exposure shall not exceed the European Borrowing Base by more than five percent Limits, and (5%B) and the Maximum Revolver Amountaggregate amount of outstanding Protective Advances to the French Borrowers plus the Aggregate French Revolving Exposure shall not exceed the French Borrowing Limits. Protective Advances may be made even if the conditions precedent set forth in Section 6 have not been satisfied. The Protective Advances shall be repayable on demand and secured by the Agent’s Liens in favor of the Collateral Agent in and to the Collateral, Collateral and shall constitute Revolving Loans and Obligations hereunder. The Administrative Agent’s authorisation to make Protective Advances may be revoked at any time by the Required Lenders, the European Required Lenders (for Protective Advances to the European Borrowers) or the French Required Lenders (for Protective Advances to the French Borrower). Any such revocation must be in writing and shall bear interest become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient Aggregate Availability, the Borrowing Limits would be satisfied and the conditions precedent set forth in Section 6 have been satisfied, the Administrative Agent may request the Lenders (under the relevant Facility depending on the Borrower to which the Protective Advance has been made) to make a Revolving Loan in the relevant currency to repay a Protective Advance. At any other time the Administrative Agent may require the Lenders to fund their risk participations described in Section 2.4(b). Notwithstanding any other term of this Agreement, the Administrative Agent may (but shall not be obliged to), in its discretion during a Cash Dominion Period or at any time at which it considers that the rate applicable Collateral of the French Borrower may be at risk require the French Borrower to Base Rate Revolving Loans from time whom a Protective Advance has been made to time. The Agent shall notify each Lender in writing pay all outstanding amounts payable to any or all of each such its RoT Suppliers directly out of the proceeds of any Protective Advance.

Protective Advances. (a) Subject to the limitations set forth below (and notwithstanding anything to the contrary in the provisos contained in this Section 2.2(i)(i4.02), the Administrative Agent is hereby authorized by the each Borrower and the Lenders, each Lender from time to time in the Agent’s its sole discretion, discretion (Abut without any obligation to do so) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other applicable conditions precedent set forth in Article 10 have not been satisfied, to make Base Rate Initial US Revolving Loans (any such Initial US Revolving Loan made pursuant to this Section 2.06(a), a “US Protective Advance”) and Initial European Revolving Loans (any such Initial European Revolving Loan made pursuant to this Section 2.06(a), a “European Protective Advance” and, together with any US Protective Advance, collectively, the “Protective Advances”) to any applicable Borrower on behalf of the Lenders of the relevant Class at any time that any condition precedent set forth in Section 4.02 has not been satisfied or waived, which the Administrative Agent, in its reasonable business judgmentPermitted Discretion, deems necessary or desirable (1i) to preserve or protect the Collateral, relevant Collateral or any portion thereof, (2ii) to enhance the likelihood of, or maximize the amount of, repayment of the relevant Revolving Loans and other Obligations, relevant Secured Obligations or (3iii) to pay any other amount chargeable to or required to be paid by the relevant Borrower or any other Loan Party pursuant to the terms of this AgreementAgreement or any other Loan Document, including costs, fees and expenses as any payment of any reimbursable expense (including any expense described in Section 15.7 (9.03) and any other amount that, in each case is then due and payable under any Loan Document and not the subject of a good faith dispute by the advances described relevant Loan Party. All Protective Advances denominated in this Section 2.2(i)(i) being hereinafter referred to as “Dollars shall be ABR Borrowings and all Protective Advances”); providedAdvances denominated in Euros or Sterling shall be LIBO Rate Borrowings. No Protective Advance may be made if, that any two (2) Lenders may at any time revoke the Agent’s authorization contained in this Section 2.2(i)(i) to make Protective Advancesafter giving effect thereto, any such revocation to be in writing and to become effective prospectively upon the Agent’s receipt thereof; provided further that (i) if the Pro Rata Share aggregate amount of outstanding Protective Advances and Overadvances would exceed 10% of the Lenders revoking such authorization does not exceed 50%, such revocation shall become effective 90 days after Agent’s receipt thereof or greater of (A) the Commitments and (B) the Borrowing Base (ii) if such Protective Advance would cause the Default or Event Revolving Credit Exposure of Default would require consent of all Lenders to waive or amend, such authorization may be revoked by any Lender effective 90 days after Agent’s receipt thereof. Any Protective Advances made by Agent pursuant to this Section 2.2(i)(i) shall not exceed an aggregate principal amount at any one time outstanding of $4,000,000.00 and further shall not exceed the Borrowing Base by more than five percent (5%) and the Maximum Revolver Amount. The Protective Advances shall be repayable its Commitments as set forth on demand and secured by the Agent’s Liens in and to the Collateral, shall constitute Revolving Loans and Obligations hereunder, and shall bear interest at the rate applicable to Base Rate Revolving Loans from time to time. The Agent shall notify each Lender in writing of each such Protective AdvanceSchedule 1.01(a).

Protective Advances. (a) Subject in all respects to the limitations set forth below and the terms of Section 9.22 of this Agreement (and notwithstanding anything to the contrary in Section 4.02, including failure to satisfy or waive any of the provisos contained conditions precedent set forth in this Section 2.2(i)(i4.02), the Administrative Agent is hereby authorized by the Borrower and the Lenders, from time to time in the Administrative Agent’s sole discretiondiscretion (but shall have absolutely no obligation to), (A) after the occurrence to make Loans to Borrower, on behalf of a Default or an Event of Default, or (B) all Lenders at any time that any of the other applicable conditions condition precedent set forth in Article 10 have Section 4.02 has not been satisfiedsatisfied or waived, to make Base Rate Revolving Loans to the Borrower on behalf of the Lenders which the Administrative Agent, in its reasonable business judgmentPermitted Discretion, deems necessary or desirable (1i) to preserve or protect the Collateral, or any portion thereof, (2ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (3iii) to pay any other amount chargeable to the or required to be paid by Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees fees, and expenses as described in Section 15.7 9.03) and other sums payable under the Loan Documents (each such Loan, a “Protective Advance”). Any Protective Advance may be made in a principal amount that would cause the aggregate Exposures to exceed the Borrowing Base; provided that no Protective Advance may be made to the extent that, after giving effect to such Protective Advance (together with the outstanding principal amount of any outstanding Protective Advances), the aggregate principal amount of Protective Advances outstanding hereunder would exceed 5% of the advances described in this Section 2.2(i)(i) being hereinafter referred to aggregate Commitments as “determined on the date of such proposed Protective Advances”)Advance; and provided, that any two (2) Lenders further that, the aggregate amount of such proposed Protective Advances plus the aggregate Exposures shall not exceed the aggregate Commitments. No AMENDED AND RESTATED ABL CREDIT AGREEMENT Protective Advance may remain outstanding for more than 60 days without the consent of the Required Lenders. Each Protective Advance shall be secured by the Liens in favor of the Administrative Agent in and to the Collateral and shall constitute Facility Obligations and Secured Obligations hereunder. The Administrative Agent’s authorization to make Protective Advances may be revoked at any time revoke by the Agent’s authorization contained in this Section 2.2(i)(i) to make Protective Advances, any Required Lenders. Any such revocation to must be in writing and to shall become effective prospectively upon the Agent’s receipt thereof; provided further that (i) if the Pro Rata Share of the Lenders revoking such authorization does not exceed 50%, such revocation shall become effective 90 days after Agent’s receipt thereof or (ii) if the Default or Event of Default would require consent of all Lenders to waive or amend, such authorization may be revoked by any Lender effective 90 days after Administrative Agent’s receipt thereof. Any The making of a Protective Advances made by Agent pursuant to this Section 2.2(i)(i) Advance on any one occasion shall not exceed an aggregate principal amount at obligate the Administrative Agent to make any one Protective Advance on any other occasion. At any time outstanding of $4,000,000.00 and further shall not exceed that the Borrowing Base by more than five percent (5%) and conditions precedent set forth in Section 4.02 have been satisfied or waived, the Maximum Revolver Amount. The Protective Advances shall be repayable on demand and secured by Administrative Agent may request the Agent’s Liens in and Lenders to the Collateral, shall constitute make a Revolving Loans and Obligations hereunder, and shall bear interest at the rate applicable Loan to Base Rate Revolving Loans from time to time. The Agent shall notify each Lender in writing of each such repay a Protective Advance. At any other time, the Administrative Agent may require the Lenders to fund their risk participations described in Section 2.04(b).