Common use of Protective Advances Clause in Contracts

Protective Advances. The Agent shall be authorized, in its discretion, following notice to and consultation with the Lead Borrower, at any time, to make U.S. Base Rate Loans to the U.S. Borrowers, Canadian Prime Loans (through Bank of America (Canada)) to the Canadian Borrower or German Base Rate Loans to a German Borrower (“Protective Advances”) (a) in an aggregate amount, together with the aggregate amount of all applicable Overadvance Loans, not to exceed 10% of the Borrowing Base if the Agent deems such Protective Advances necessary or desirable to preserve and protect the Collateral, or to enhance the collectability or repayment of the Obligations; or (b) to pay any other amounts chargeable to Obligors under any Loan Documents, including costs, fees and expenses; provided that, the aggregate amount of outstanding Protective Advances plus the outstanding amount of Revolver Loans and LC Obligations shall not exceed the aggregate Revolver Commitments. Each Applicable Lender shall participate in each Protective Advance on a Pro Rata basis. Required Lenders may at any time revoke the Agent’s authority to make further Protective Advances under clause (a) by written notice to the Agent. Absent such revocation, the Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. The Agent may use the proceeds of such Protective Advances to (a) protect, insure, maintain or realize upon any Collateral; or (b) defend or maintain the validity or priority of the Agent’s Liens on any Collateral, including any payment of a judgment, insurance premium, warehouse charge, finishing or processing charge, or landlord claim, or any discharge of a Lien; provided that the Agent shall use reasonable efforts to notify the Lead Borrower after paying any such amount or taking any such action and shall not make payment of any item that is being Properly Contested. Notwithstanding the foregoing, each of the Canadian Borrower and the German Borrowers shall be liable only for any Protective Advances made to them individually.

Protective Advances. The Agent shall be authorized, in its discretion, following notice to and consultation with the Lead Borrower, at any timetime that any conditions in Section 6 are not satisfied, to make U.S. Base Rate Loans to the U.S. Borrowers, and Canadian Prime Loans Rate Loans, as applicable (through Bank of America (Canada)) to the Canadian Borrower or German Base Rate Loans to each a German Borrower (“Protective AdvancesAdvance”) (a) in up to an aggregate amount, together with the aggregate amount of all applicable Overadvance Loans$2,500,000, not with respect to exceed 10% of the Borrowing Base Canadian Borrower, or $5,000,000, with respect to the U.S. Borrower, outstanding at any time, if the Agent deems such Protective Advances Loans necessary or desirable to preserve and or protect the Collateral, or to enhance the collectability or repayment of the Obligations; or (b) to pay any other amounts chargeable to Obligors the Loan Parties under any Loan Documents, including costs, fees and expenses; provided that, the aggregate amount of outstanding Protective Advances plus the outstanding amount of Revolver Loans and LC Obligations shall not exceed the aggregate Revolver Commitments. Each Applicable Lender shall participate in each Protective Advance on a Pro Rata basis. In no event shall Protective Advances be required that would cause (x) the outstanding U.S./European Revolver Loans and U.S./European LC Obligations to exceed the aggregate U.S./European Commitments or (y) the outstanding Canadian Revolver Loans and Canadian LC Obligations to exceed the aggregate Canadian Commitments. Required Facility Lenders may at any time revoke the Agent’s authority to make further Protective Advances under clause (a) to the applicable Borrower by written notice to the Agent. Absent such revocation, the Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. The Agent may use the proceeds of such Protective Advances to (a) protect, insure, maintain or realize upon any Collateral; or (b) defend or maintain the validity or priority of the Agent’s Liens on any Collateral, including any payment of a judgment, insurance premium, warehouse charge, finishing or processing charge, or landlord claim, or any discharge of a Lien; provided that the Agent shall use reasonable efforts to notify the Lead Borrower after paying any such amount or taking any such action and shall not make payment of any item that is being Properly Contested. Notwithstanding the foregoing, each of the Canadian Borrower and the German Borrowers shall be liable only for any All Protective Advances made by Agent with respect to them individuallyU.S. Facility Loan Parties shall be U.S. Facility Obligations, secured by the U.S./European Facility Collateral and shall be treated for all purposes as Extraordinary Expenses and all Protective Advances made by Agent with respect to Canadian Facility Loan Parties shall be Canadian Facility Obligations, secured by the Canadian Facility Collateral and shall be treated for all purposes as Extraordinary Expenses. Agent agrees to use its commercially reasonable best efforts to promptly notify the Lenders of the extension of a Protective Advance; provided, that Agent shall have no liability for any failure to provide any such notice.

Protective Advances. The Agent shall be authorized, in its discretion, following notice to and consultation with the Lead Borrower, at any timetime that any conditions in Section 6 are not satisfied, to make U.S. Base Rate Loans to the U.S. Borrowers, and Canadian Prime Loans Rate Loans, as applicable (through Bank of America (Canada)) to the Canadian Borrower or German Base Rate Loans to each a German Borrower (“Protective AdvancesAdvance”) (a) in up to an aggregate amount, together with the aggregate amount of all applicable Overadvance Loans, not to exceed ten percent (10% %) of the Canadian Borrowing Base with respect to the Canadian Borrower, or ten percent (10%) of the U.S. Borrowing Base with respect to the U.S. Borrower, outstanding at any time, if the Agent deems such Protective Advances Loans necessary or desirable to preserve and or protect the Collateral, or to enhance the collectability or repayment of the Obligations, including to meet payroll; or (b) to pay any other amounts chargeable to Obligors the Loan Parties under any Loan Documents, including interest, costs, fees and expenses; provided that, the aggregate amount of outstanding . In no event shall Protective Advances plus be required that would cause (a) the outstanding amount of U.S. Revolver Loans and U.S. LC Obligations shall not to exceed the aggregate U.S. Commitments or (b) the outstanding Canadian Revolver Loans and Canadian LC Obligations to exceed the aggregate Canadian Commitments. Each Applicable Lender shall participate in each Protective Advance on a Pro Rata basis. Required Facility Lenders may at any time revoke the Agent’s authority to make further Protective Advances under clause (a) to the applicable Borrower by written notice to the Agent. Absent such revocation, the Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. The Agent may use the proceeds of such All Protective Advances to (a) protect, insure, maintain or realize upon any Collateral; or (b) defend or maintain the validity or priority of the Agent’s Liens on any Collateral, including any payment of a judgment, insurance premium, warehouse charge, finishing or processing charge, or landlord claim, or any discharge of a Lien; provided that made by the Agent with respect to U.S. Facility Loan Parties shall use reasonable efforts to notify be U.S. Facility Obligations, secured by the Lead Borrower after paying any such amount or taking any such action U.S. Facility Collateral and shall not make payment of any item that is being Properly Contestedbe treated for all purposes as Extraordinary Expenses and all Protective Advances made by the Agent with respect to Canadian Facility Loan Parties shall be Canadian Facility Obligations, secured by the Canadian Facility Collateral and shall be treated for all purposes as Extraordinary Expenses. Notwithstanding the foregoing, each in no event shall the aggregate amount of the Canadian Borrower and the German Borrowers shall be liable only for any Protective Advances made to them individuallyunder this Section 2.1.6 and Overadvances under Section 2.1.5 exceed ten percent (10%) of the Line Cap at any time without the prior written consent of all Lenders.

Protective Advances. The Agent shall be authorized, in its discretion, following notice to and consultation with the Lead Borrower, at any timetime that any conditions in Section 6 are not satisfied, to make U.S. Base Rate Loans to the U.S. Borrowers, and Canadian Prime Loans Rate Loans, as applicable (through Bank of America (Canada)) to the Canadian Borrower or German Base Rate Loans to each a German Borrower (“Protective AdvancesAdvance”) (a) in up to an aggregate amount, together with the aggregate amount of all applicable Overadvance Loans, not to exceed ten percent (10% %) of the Canadian Borrowing Base with respect to the Canadian Borrower, or ten percent (10%) of the U.S. Borrowing Base with respect to the U.S. Borrower, outstanding at any time, if the Agent deems such Protective Advances Loans necessary or desirable to preserve and or protect the Collateral, or to enhance the collectability or repayment of the Obligations, including to meet payroll; or (b) to pay any other amounts chargeable to Obligors the Loan Parties under any Loan Documents, including interest, costs, fees and expenses; provided that, the aggregate amount of outstanding . In no event shall Protective Advances plus be required that would cause (a) the outstanding amount of U.S. Revolver Loans and U.S. LC Obligations shall not to exceed the aggregate U.S. Commitments or (b) the outstanding Canadian Revolver Loans and Canadian LC Obligations to exceed the aggregate Canadian Commitments. Each Applicable Lender shall participate in each Protective Advance on a Pro Rata basis. Required Facility Lenders may at any time revoke the Agent’s authority to make further Protective Advances under clause (a) to the applicable Borrower by written notice to the Agent. Absent such revocation, the Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. The Agent may use the proceeds of such Protective Advances to (a) protect, insure, maintain or realize upon any Collateral; or (b) defend or maintain the validity or priority of the Agent’s Liens on any Collateral, including any payment of a judgment, insurance premium, warehouse charge, finishing or processing charge, or landlord claim, or any discharge of a Lien; provided that the Agent shall use reasonable efforts to notify the Lead Borrower after paying any such amount or taking any such action and shall not make payment of any item that is being Properly Contested. Notwithstanding the foregoing, each of the Canadian Borrower and the German Borrowers shall be liable only for any All Protective Advances made by the Agent with respect to them individually.U.S. Facility Loan Parties shall be U.S. Facility Obligations, 65

Protective Advances. The Agent shall be authorized, in its discretion, following notice to and consultation with the Lead Borrower, at any timetime that any conditions in Section 6 are not satisfied, and without regard to the aggregate U.S. Revolver Commitments, the Canadian Revolver Commitments, or the U.K. Revolver Commitments, to make U.S. Base Rate Loans Loans, Canadian Prime Rate Loans, and U.K. Base Rate Loans, as applicable (each a “Protective Advance”) (a) up to an aggregate amount of (i) 10% of the aggregate Canadian Revolver Commitments (minus the aggregate amount of any outstanding Canadian Overadvances), with respect to the Canadian Borrower, (ii) 10% of the aggregate U.S. Revolver Commitments (minus the aggregate amount of any outstanding U.S. Overadvances), with respect to the U.S. Borrowers, Canadian Prime Loans or (through Bank iii) 10% of America the aggregate U.K. Revolver Commitments (Canada)) to the Canadian Borrower or German Base Rate Loans to a German Borrower (“Protective Advances”) (a) in an aggregate amount, together with minus the aggregate amount of all applicable Overadvance Loansany outstanding U.K. Overadvances), not with respect to exceed 10% of the Borrowing Base U.K. Borrower, in each case, outstanding at any time, if the Agent deems such Protective Advances Loans necessary or desirable to preserve and or protect the Collateral, or to enhance the collectability collectibility or repayment of the Obligations; or (b) to pay any other amounts chargeable to Obligors under any Loan Documents, including costs, fees and expenses; provided that, the aggregate amount of outstanding Protective Advances plus the outstanding amount of Revolver Loans and LC Obligations shall not exceed the aggregate Revolver Commitments. Each Applicable Lender shall participate in each Protective Advance on a Pro Rata basis. Required Lenders may at any time revoke the Agent’s authority to make further Protective Advances under clause (a) by written notice to the Agent. Absent such revocation, the Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. The Agent may use the proceeds of such All Protective Advances made by Agent with respect to (a) protect, insure, maintain or realize upon any Collateral; or (b) defend or maintain the validity or priority of the Agent’s Liens on any Collateral, including any payment of a judgment, insurance premium, warehouse charge, finishing or processing charge, or landlord claim, or any discharge of a Lien; provided that the Agent shall use reasonable efforts to notify the Lead Borrower after paying any such amount or taking any such action and shall not make payment of any item that is being Properly Contested. Notwithstanding the foregoing, each of the Canadian Borrower and the German U.S. Borrowers shall be liable only U.S. Facility Obligations, secured by the U.S. Facility Collateral and shall be treated for any all purposes as Extraordinary Expenses. All Protective Advances made by Agent with respect to them individuallyCanadian Borrower shall be Canadian Facility Obligations, secured by the Canadian Facility Collateral and shall be treated for all purposes as Extraordinary Expenses. All Protective Advances made by Agent with respect to the U.K. Borrower shall be U.K. Facility Obligations, secured by the U.K. Facility Collateral and shall be treated for all purposes as Extraordinary Expenses. In no event shall Protective Advances be made by Agent if it would cause the outstanding U.S. Revolver Exposure to exceed the aggregate U.S. Revolver Commitments, the outstanding Canadian Revolver Exposure to exceed the aggregate Canadian Revolver Commitments, or the outstanding U.K. Revolver Exposure to exceed the aggregate U.K. Revolver Commitments.

Protective Advances. The Agent Agents shall be authorized, in its their discretion, following notice to and consultation with the Lead Borrower, at any timetime that any conditions in Section 4.02 are not satisfied, to make U.S. Base Rate Revolving Credit Loans (any such U.S. Revolving Credit Loans made pursuant to this Section 2.01(h), “U.S. Protective Advances”) or to cause to be made through CS Toronto as its sub-agent Canadian Revolving Credit Loans (any such Canadian Revolving Credit Loans made pursuant to this Section 2.01(h), “Canadian Protective Advances” and, together with the U.S. BorrowersProtective Advances, Canadian Prime Loans (through Bank of America (Canada)) to the Canadian Borrower or German Base Rate Loans to a German Borrower (“Protective Advances”) (a) in up to an aggregate amount, when taken together with all U.S. Overadvances and all Canadian Overadvances, the aggregate amount lesser of all applicable Overadvance Loans, not to exceed (x) $10,000,000 and (y) 10% of the Total Borrowing Base outstanding at any time, if the Agent deems Agents reasonably deem such Protective Advances Loans necessary or desirable to preserve and or protect the Collateral, or to enhance the collectability collectibility or repayment of the Obligations; or (b) to pay any other amounts chargeable to Obligors Loan Parties under any Loan Documents, including costs, fees and expenses; provided that. Protective Advances shall constitute Obligations secured by the Collateral and shall be entitled to all of the benefits of the Loan Documents. Immediately upon the making of a Protective Advance, each applicable Appropriate Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the aggregate Administrative Agent a risk participation in such Protective Advance in an amount equal to the product of such applicable Revolving Credit Lender’s Applicable Percentage times the amount of outstanding such Protective Advances plus the outstanding amount of Revolver Loans and LC Obligations shall not exceed the aggregate Revolver CommitmentsAdvance. Each Applicable Lender shall participate in each Protective Advance on a Pro Rata basis. Required Lenders may at any time revoke the Agent’s authority to make further Protective Advances under clause (a) by written notice to the Agent. Absent such revocation, the Agent’s The Agents’ determination that funding of a Protective Advance is appropriate shall be conclusive. The Agent may use the proceeds of such In no event shall Protective Advances to (a) protect, insure, maintain or realize upon any Collateral; or (b) defend or maintain cause the validity or priority aggregate Outstanding Amount of the Agent’s Liens on any Collateral, including any payment of a judgment, insurance premium, warehouse charge, finishing or processing charge, or landlord claim, or any discharge of a Lien; provided that the Agent shall use reasonable efforts to notify the Lead Borrower after paying any such amount or taking any such action and shall not make payment Revolving Credit Loans of any item that is being Properly Contested. Notwithstanding the foregoingLender, each plus such Lender’s Applicable Percentage of the Canadian Borrower and Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the German Borrowers shall be liable only for any Protective Advances made Outstanding Amount of all Swing Line Loans to them individuallyexceed such Lender’s Commitment.

Protective Advances. The Agent Agents shall be authorized, in its their discretion, following notice to and consultation with the Lead Borrower, at any timetime that any conditions in Section 4.02 are not satisfied, to make U.S. Base Rate Revolving Credit Loans (any such U.S. Revolving Credit Loans made pursuant to this Section 2.01(h), “U.S. Protective Advances”) or to cause to be made through UBS Canada as its sub-agent Canadian Revolving Credit Loans (any such Canadian Revolving Credit Loans made pursuant to this Section 2.01(h), “Canadian Protective Advances” and, together with the U.S. BorrowersProtective Advances, Canadian Prime Loans (through Bank of America (Canada)) to the Canadian Borrower or German Base Rate Loans to a German Borrower (“Protective Advances”) (a) in up to an aggregate amount, when taken together with all U.S. Overadvances and all Canadian Overadvances, the aggregate amount lesser of all applicable Overadvance Loans, not to exceed (x) $15,000,000 and (y) 10% of the Total Borrowing Base outstanding at any time, if the Agent deems Agents reasonably deem such Protective Advances Loans necessary or desirable to preserve and or protect the Collateral, or to enhance the collectability collectibility or repayment of the Obligations; or (b) to pay any other amounts chargeable to Obligors Loan Parties under any Loan Documents, including costs, fees and expenses; provided that. Protective Advances shall constitute Obligations secured by the Collateral and shall be entitled to all of the benefits of the Loan Documents. Immediately upon the making of a Protective Advance, each applicable Appropriate Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the aggregate Agents a risk participation in such Protective Advance in an amount equal to the product of such applicable Revolving Credit Lender’s Applicable Percentage times the amount of outstanding such Protective Advances plus the outstanding amount of Revolver Loans and LC Obligations shall not exceed the aggregate Revolver CommitmentsAdvance. Each Applicable Lender shall participate in each Protective Advance on a Pro Rata basis. Required Lenders may at any time revoke the Agent’s authority to make further Protective Advances under clause (a) by written notice to the Agent. Absent such revocation, the Agent’s The Agents’ determination that funding of a Protective Advance is appropriate shall be conclusive. The Agent may use the proceeds of such In no event shall Protective Advances to (a) protect, insure, maintain or realize upon any Collateral; or (b) defend or maintain cause the validity or priority aggregate Outstanding Amount of the Agent’s Liens on any Collateral, including any payment of a judgment, insurance premium, warehouse charge, finishing or processing charge, or landlord claim, or any discharge of a Lien; provided that the Agent shall use reasonable efforts to notify the Lead Borrower after paying any such amount or taking any such action and shall not make payment Revolving Credit Loans of any item that is being Properly Contested. Notwithstanding the foregoingLender, each plus such Lender’s Applicable Percentage of the Canadian Borrower and Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the German Borrowers shall be liable only for any Protective Advances made Outstanding Amount of all Swing Line Loans to them individuallyexceed such Lender's Commitment.

Protective Advances. The Agent shall be authorized, in its discretion, following notice to and consultation with the Lead Borrower, at any timetime that any conditions in Section 6 are not satisfied, to make U.S. Base Rate Revolver Loans to the U.S. Borrowers, and Canadian Prime Loans Rate Loans, as applicable (through Bank of America (Canada)) to the Canadian Borrower or German Base Rate Loans to each a German Borrower (“Protective AdvancesAdvance”) (a) in up to an aggregate amount, together with the aggregate amount of all applicable Overadvance Loans$2,500,000, not with respect to exceed 10% of the Borrowing Base Canadian Borrower, or $5,000,000, with respect to the U.S. Borrower, outstanding at any time, if the Agent deems such Protective Advances Loans necessary or desirable to preserve and or protect the Collateral, or to enhance the collectability or repayment of the Obligations; or (b) to pay any other amounts chargeable to Obligors the Loan Parties under any Loan Documents, including costs, fees and expenses; provided that, the aggregate amount of outstanding Protective Advances plus the outstanding amount of Revolver Loans and LC Obligations shall not exceed the aggregate Revolver Commitments. Each Applicable Lender shall participate in each Protective Advance on a Pro Rata basis. In no event shall Protective Advances be required that would cause (x) the outstanding U.S. Revolver Loans and U.S. LC Obligations to exceed the aggregate U.S. Commitments or (y) the outstanding Canadian Revolver Loans and Canadian LC Obligations to exceed the aggregate Canadian Commitments. Required Facility Lenders may at any time revoke the Agent’s authority to make further Protective Advances under clause (a) to the applicable Borrower by written notice to the Agent. Absent such revocation, the Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. The Agent may use the proceeds of such Protective Advances to (a) protect, insure, maintain or realize upon any Collateral; or (b) defend or maintain the validity or priority of the Agent’s Liens on any Collateral, including any payment of a judgment, insurance premium, warehouse charge, finishing or processing charge, or landlord claim, or any discharge of a Lien; provided that the Agent shall use reasonable efforts to notify the Lead Borrower after paying any such amount or taking any such action and shall not make payment of any item that is being Properly Contested. Notwithstanding the foregoing, each of the Canadian Borrower and the German Borrowers shall be liable only for any All Protective Advances made by Agent with respect to them individuallyU.S. Facility Loan Parties shall be U.S. Facility Obligations, secured by the U.S. Facility Collateral and shall be treated for all purposes as Extraordinary Expenses and all Protective Advances made by Agent with respect to Canadian Facility Loan Parties shall be Canadian Facility Obligations, secured by the Canadian Facility Collateral and shall be treated for all purposes as Extraordinary Expenses. Agent agrees to use its commercially reasonable best efforts to promptly notify the Lenders of the extension of a Protective Advance; provided, that Agent shall have no liability for any failure to provide any such notice.

Protective Advances. The Agent shall be authorized, in its discretion, following notice to and consultation with the Lead Borrower, at any timetime that any conditions in Section 6 are not satisfied, and without regard to the aggregate U.S. Revolver Commitments, the Canadian Revolver Commitments, or the U.K. Revolver Commitments, to make U.S. Base Rate Loans Revolver Loans, Canadian Prime Rate Loans, and U.K. Base Rate Loans, as applicable (each a “Protective Advance”) (a) up to an aggregate amount of (i) 10% of the aggregate Canadian Revolver Commitments (minus the aggregate amount of any outstanding Canadian Overadvances), with respect to the Canadian Borrower, (ii) 10% of the aggregate U.S. Revolver Commitments (minus the aggregate amount of any outstanding U.S. Overadvances), with respect to the U.S. Borrowers, Canadian Prime Loans or (through Bank iii) 10% of America the aggregate U.K. Revolver Commitments (Canada)) to the Canadian Borrower or German Base Rate Loans to a German Borrower (“Protective Advances”) (a) in an aggregate amount, together with minus the aggregate amount of all applicable Overadvance Loansany outstanding U.K. Overadvances), not with respect to exceed 10% of the Borrowing Base U.K. Borrower, in each case, outstanding at any time, if the Agent deems such Protective Advances Loans necessary or desirable to preserve and or protect the Collateral, or to enhance the collectability collectibility or repayment of the Obligations; or (b) to pay any other amounts chargeable to Obligors under any Loan Documents, including costs, fees and expenses; provided that, the aggregate amount of outstanding Protective Advances plus the outstanding amount of Revolver Loans and LC Obligations shall not exceed the aggregate Revolver Commitments. Each Applicable Lender shall participate in each Protective Advance on a Pro Rata basis. Required Lenders may at any time revoke the Agent’s authority to make further Protective Advances under clause (a) by written notice to the Agent. Absent such revocation, the Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. The Agent may use the proceeds of such All Protective Advances made by Agent with respect to (a) protect, insure, maintain or realize upon any Collateral; or (b) defend or maintain the validity or priority of the Agent’s Liens on any Collateral, including any payment of a judgment, insurance premium, warehouse charge, finishing or processing charge, or landlord claim, or any discharge of a Lien; provided that the Agent shall use reasonable efforts to notify the Lead Borrower after paying any such amount or taking any such action and shall not make payment of any item that is being Properly Contested. Notwithstanding the foregoing, each of the Canadian Borrower and the German U.S. Borrowers shall be liable only U.S. Facility Obligations, secured by the U.S. Facility Collateral and shall be treated for any all purposes as Extraordinary Expenses. All Protective Advances made by Agent with respect to them individuallyCanadian Borrower shall be Canadian Facility Obligations, secured by the Canadian Facility Collateral and shall be treated for all purposes as Extraordinary Expenses. All Protective Advances made by Agent with respect to the U.K. Borrower shall be U.K. Facility Obligations, secured by the U.K. Facility Collateral and shall be treated for all purposes as Extraordinary Expenses. In no event shall Protective Advances be made by Agent if it would cause the outstanding U.S. Revolver Exposure to exceed the aggregate U.S. Revolver Commitments, the outstanding Canadian Revolver Exposure to exceed the aggregate Canadian Revolver Commitments, or the outstanding U.K. Revolver Exposure to exceed the aggregate U.K. Revolver Commitments.

Protective Advances. The Agent shall be authorized, in its discretion, following notice to and consultation with the Lead Borrower, at any timetime that any conditions in Section 6.2 are not satisfied, to make U.S. Base Rate Loans to the U.S. Borrowers, Borrowers on behalf of the U.S. Lenders ("U.S. Protective Advances") and Canadian Prime Loans (through Bank of America (Canada)) to the Canadian Borrower or German Base Rate Loans or Canadian Prime Rate Loans to a German Canadian Borrower on behalf of the Canadian Lenders (“"Canadian Protective Advances”") (a) in up to an aggregate amount, together with amount for all Protective Advances of the greater of (i) $10,000,000 and (ii) 10.0% of the aggregate amount of all applicable Commitment outstanding at any time, less, in each case, the amount of Overadvance Loans, not Loans outstanding pursuant to exceed 10% of the Borrowing Base Section 2.1.5 if the Agent deems such Protective Advances Loans necessary or desirable to preserve and or protect the Collateral, or to enhance the collectability or repayment of Obligations, as long as no U.S. Protective Advance shall cause the ObligationsU.S. Revolver Usage to exceed the U.S. Revolver Commitments, and no Canadian Protective Advance shall cause the Canadian Revolver Usage to exceed the Canadian Revolver Commitments; or (b) to pay any other amounts chargeable to Obligors under any Loan Documents, including interest, costs, fees and expenses; provided that, the aggregate amount of outstanding Protective Advances plus the outstanding amount of Revolver Loans and LC Obligations shall not exceed the aggregate Revolver Commitments. Each Applicable Lender shall participate in each Protective Advance on a Pro Rata basis. Required Borrower Group Lenders may at any time revoke the Agent’s 's authority to make further Protective Advances under clause (a) to the Borrowers of the applicable Borrower Group by written notice to the Agent. Absent such revocation, the Agent’s 's determination that funding of a Protective Advance is appropriate shall be conclusive. The Agent may use the proceeds of such Protective Advances to (a) protect, insure, maintain or realize upon any Collateral; or (b) defend or maintain the validity or priority of the Agent’s Liens on any Collateral, including any payment of a judgment, insurance premium, warehouse charge, finishing or processing charge, or landlord claim, or any discharge of a Lien; provided that the Agent shall use reasonable efforts to notify the Lead Borrower after paying any such amount or taking any such action and shall not make payment of any item that is being Properly Contested. Notwithstanding the foregoing, each of the Canadian Borrower and the German Borrowers shall be liable only for any Protective Advances made to them individually.

Protective Advances. The Agent, with respect to the Domestic Borrowers and the Multicurrency Borrower, and the Canadian Agent, with respect to the Canadian Borrower, may from time to time, after the occurrence and during the continuance of an Event of Default, make such disbursements and advances to or for the account of any such Borrower pursuant to the Loan Documents which the Agent shall be authorizedor the Canadian Agent, as applicable, in its sole discretion, following notice to and consultation with the Lead Borrower, at any time, to make U.S. Base Rate Loans to the U.S. Borrowers, Canadian Prime Loans (through Bank of America (Canada)) to the Canadian Borrower or German Base Rate Loans to a German Borrower (“Protective Advances”) (a) in an aggregate amount, together with the aggregate amount of all applicable Overadvance Loans, not to exceed 10% of the Borrowing Base if the Agent deems such Protective Advances necessary or desirable to preserve and or protect the CollateralCollateral under the applicable Credit Facility or any portion thereof or, or to the extent such advance is consented to by such Borrower, to enhance the collectability likelihood or maximize the amount of repayment of the Obligations; Loans and other Obligations up to an amount, in each case not in excess of the lesser of the Revolving Credit Availability under such Credit Facility at such time and (i) $1,000,000 in the aggregate for all Credit Facilities with respect to advances made by the Agent or the Canadian Agent without such Borrower's consent or (bii) $5,000,000 in the aggregate for all Credit Facilities with respect to advances made by the Agent or the Canadian Agent with the consent of such Borrower ("Protective Advances"). The Agent or the Canadian Agent, as applicable, shall notify the Company and each Lender in writing of each such Protective Advance, which notice shall include a description of the purpose of such Protective Advance. The Borrowers (other than the Canadian Borrower) jointly and severally agree to pay any other amounts chargeable to Obligors under any Loan Documentsthe Agent, including costs, fees and expenses; provided thatupon demand, the aggregate principal amount of all outstanding Protective Advances plus under the U.S. Facility and/or the Multicurrency Facility, together with interest thereon at the rate from time to time applicable to Floating Rate Loans under such Credit Facility from the date of such Protective Advance until the outstanding principal balance thereof is paid in full. The Canadian Borrower agrees to pay the Canadian Agent, upon demand, the principal amount of Revolver all outstanding Protective Advances under the Canadian Facility, together with interest thereon at the rate from time to time applicable to the Canadian Loans from the date of such Protective Advance until the outstanding principal balance thereof is paid in full. If the applicable Borrower(s) fail to make payment in respect of any Protective Advance within one (1) Business Day after the date the Company receives written demand therefor from the Agent or the Canadian Agent, as the case may be, the Agent or the Canadian Agent shall promptly notify each Lender under the applicable Credit Facility and LC Obligations such Lender agrees that it shall thereupon make available to the Agent, in Dollars or Canadian Dollars, as applicable, in immediately available funds, the amount equal to such Lender's Pro Rata Share under the applicable Credit Facility of such Protective Advance. If such funds are not exceed made available to the aggregate Revolver CommitmentsAgent or the Canadian Agent, as applicable, by such Lender within one (1) Business Day after the Agent's or Canadian Agent's demand therefor, the Agent or the Canadian Agent shall be entitled to recover any such amount from such Lender together with interest thereon at the Interbank Rate for each day during the period commencing on the date of such demand and ending on the date such amount is received. Each Applicable The failure of any Lender to make available to the Agent or the Canadian Agent such Pro Rata Share of any such Protective Advance shall participate in each neither relieve any other Lender of its obligation hereunder to make available to the Agent or the Canadian Agent such other Lender's Pro Rata Share under the applicable Credit Facility of such Protective Advance on a Pro Rata basis. Required Lenders may at the date such payment is to be made nor increase the obligation of any time revoke the Agent’s authority other Lender to make further such payment to the Agent or the Canadian Agent. All outstanding principal of, and interest on, Protective Advances under clause (a) shall constitute Obligations secured by written notice to the Agent. Absent such revocation, Collateral until paid in full by the Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. The Agent may use the proceeds of such Protective Advances to (a) protect, insure, maintain or realize upon any Collateral; or (b) defend or maintain the validity or priority of the Agent’s Liens on any Collateral, including any payment of a judgment, insurance premium, warehouse charge, finishing or processing charge, or landlord claim, or any discharge of a Lien; provided that the Agent shall use reasonable efforts to notify the Lead Borrower after paying any such amount or taking any such action and shall not make payment of any item that is being Properly Contested. Notwithstanding the foregoing, each of the Canadian Borrower and the German Borrowers shall be liable only for any Protective Advances made to them individuallyapplicable Borrower(s).

Protective Advances. The Agent shall be authorized, in its discretion, following notice to and consultation with the Lead Borrower, at any timetime that any conditions in Section 6 are not satisfied, to make U.S. Base Rate Loans to the U.S. Borrowers, and Canadian Prime Loans Rate Loans, as applicable (through Bank of America (Canada)) to the Canadian Borrower or German Base Rate Loans to each a German Borrower (“Protective AdvancesAdvance”) (a) in up to an aggregate amount, together with the aggregate amount of all applicable Overadvance Loans$2,500,000, not with respect to exceed 10% of the Borrowing Base Canadian Borrower, or $5,000,000, with respect to the U.S. Borrower, outstanding at any time, if the Agent deems such Protective Advances Loans necessary or desirable to preserve and or protect the Collateral, or to enhance the collectability or repayment of the Obligations; or (b) to pay any other amounts chargeable to Obligors the Loan Parties under any Loan Documents, including costs, fees and expenses; provided that, the aggregate amount of outstanding Protective Advances plus the outstanding amount of Revolver Loans and LC Obligations shall not exceed the aggregate Revolver Commitments. Each Applicable Lender shall participate in each Protective Advance on a Pro Rata basis. In no event shall Protective Advances be required that would cause (x) the outstanding U.S./European Revolver Loans and U.S./European LC Obligations to exceed the aggregate U.S./European Revolver Commitments or (y) the outstanding Canadian Revolver Loans and Canadian LC Obligations to exceed the aggregate Canadian Revolver Commitments. Required Facility Lenders may at any time revoke the Agent’s authority to make further Protective Advances under clause (a) to the applicable Borrower by written notice to the Agent. Absent such revocation, the Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. The Agent may use the proceeds of such Protective Advances to (a) protect, insure, maintain or realize upon any Collateral; or (b) defend or maintain the validity or priority of the Agent’s Liens on any Collateral, including any payment of a judgment, insurance premium, warehouse charge, finishing or processing charge, or landlord claim, or any discharge of a Lien; provided that the Agent shall use reasonable efforts to notify the Lead Borrower after paying any such amount or taking any such action and shall not make payment of any item that is being Properly Contested. Notwithstanding the foregoing, each of the Canadian Borrower and the German Borrowers shall be liable only for any All Protective Advances made by Agent with respect to them individuallyU.S. Facility Loan Parties shall be U.S. Facility Obligations, secured by the U.S./European Facility Collateral and shall be treated for all purposes as Extraordinary Expenses and all Protective Advances made by Agent with respect to Canadian Facility Loan Parties shall be Canadian Facility Obligations, secured by the Canadian Facility Collateral and shall be treated for all purposes as Extraordinary Expenses. Agent agrees to use its commercially reasonable best efforts to promptly notify the Lenders of the extension of a Protective Advance; provided, that Agent shall have no liability for any failure to provide any such notice.

Protective Advances. The Administrative Agent shall be authorized, in its discretion, following notice to and consultation with the Lead Borrower, at any timetime that any conditions in Section 4.02 are not satisfied, to make U.S. Base Rate Loans loans in Dollars (any such loans made pursuant to the U.S. Borrowersthis Section 2.01(c), Canadian Prime Loans (through Bank of America (Canada)) to the Canadian Borrower or German Base Rate Loans to a German Borrower (“Protective Advances”) under the U.S. Revolving Credit Facility or the Canadian Revolving Credit Facility (a) in up to an aggregate amount, together with the aggregate amount of all applicable Overadvance Loans, not to exceed 10the lesser of (x) (i) $10,000,000 and (y) 10.00% of the Borrowing Base outstanding at any time, if the Administrative Agent reasonably deems such Protective Advances necessary or desirable to preserve and or protect the Collateral, or to enhance the collectability or repayment of the Secured Obligations; or (b) to pay any other amounts chargeable to Obligors Loan Parties under any Loan Documents, including costs, fees and expenses; provided that. Protective Advances shall constitute Secured Obligations secured by the Collateral and shall be entitled to all of the benefits of the Loan Documents. Immediately upon the making of a Protective Advance, each applicable Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Administrative Agent a risk participation in such Protective Advance as follows (x) with respect to a Protective Advance made under the Canadian Revolving Credit Facility (a “Canadian Protective Advance”), each Canadian Revolving Credit Lender shall purchase a risk participation in such Protective Advance in an amount equal to the product of such Canadian Revolving Credit Lender’s Canadian Applicable Adjusted Percentage times the principal amount of such Canadian Protective Advance (a “Canadian Protective Advance Participation”) and (y) with respect to a Protective Advance made under the U.S. Revolving Credit Facility (“a U.S. Protective Advance”), each U.S. Revolving Credit Lender shall purchase a risk participation in such U.S. Protective Advance in an amount equal to the product of such U.S. Revolving Credit Lender’s U.S. Applicable Adjusted Percentage times the principal amount of such U.S. Protective Advance (a “U.S. Protective Advance Participation” and together with the Canadian Protective Advance Participations, the aggregate amount of outstanding Protective Advances plus the outstanding amount of Revolver Loans and LC Obligations shall not exceed the aggregate Revolver Commitments. Each Applicable Lender shall participate in each “Protective Advance on a Pro Rata basisParticipations”). The Required Lenders may at any time revoke the Administrative Agent’s authority to make further Protective Advances under clause (a) by written notice to the Administrative Agent. Absent such revocation, the Administrative Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. The Agent may use In no event shall a U.S. Protective Advance be made if, after giving effect thereto, the proceeds U.S. Revolving Credit Exposure of any U.S. Revolving Credit Lender would exceed the U.S. Revolving Credit Commitment of such Lender. In no event shall a Canadian Protective Advances to Advance be made if, after giving effect thereto, the Canadian Revolving Credit Exposure of any Canadian Revolving Credit Lender would exceed such Canadian Revolving Credit Lender’s Canadian Revolving Credit Commitment. In no event shall a Protective Advance be made if, after giving effect thereto, (a) protectthe Euros Outstanding shall exceed the Euro Sublimit, insure, maintain or realize upon any Collateral; or (b) defend or maintain the validity or priority of Sterling Outstanding shall exceed the Agent’s Liens on any Collateral, including any payment of a judgment, insurance premium, warehouse charge, finishing or processing charge, or landlord claim, or any discharge of a Lien; provided that Sterling Sublimit and (c) the Agent Yen Outstanding shall use reasonable efforts to notify exceed the Lead Borrower after paying any such amount or taking any such action and shall not make payment of any item that is being Properly Contested. Notwithstanding the foregoing, each of the Canadian Borrower and the German Borrowers shall be liable only for any Protective Advances made to them individuallyYen Sublimit.

Protective Advances. The Agent shall be authorized, in its discretion, following notice to and consultation with the Lead Borrower, at any timetime that any conditions in Section 6 are not satisfied, to make U.S. Base Rate Loans to the U.S. Borrowers, Borrowers on behalf of the U.S. Lenders (“U.S. Protective Advances”) and Canadian Prime Loans (through Bank of America (Canada)) to the Canadian Borrower or German Base Rate Loans or Canadian Prime Rate Loans to a German Canadian Borrower (on behalf of the Canadian Lenders ( “Canadian Protective Advances”) (a) in an aggregate amount, together with the aggregate amount of all applicable Overadvance Loans, not to exceed 10% of the Borrowing Base if the Agent deems such Protective Advances Loans necessary or desirable to preserve and or protect the Collateral, or to enhance the collectability or repayment of Obligations, as long as no U.S. Protective Advance shall cause the ObligationsU.S. Revolver Usage to exceed the U.S. Revolver Commitments, and no Canadian Protective Advance shall cause the Canadian Revolver Usage to exceed the Canadian Revolver Commitments; or (b) to pay any other amounts chargeable to Obligors under any Loan Documents, including interest, costs, fees and expenses; provided that. The aggregate amount of Protective Advances outstanding at any time pursuant to this Section 2.1.6, together with the aggregate amount of outstanding Protective Advances plus the outstanding amount of Revolver Loans and LC Obligations Overadvances existing at any time pursuant to Section 2.1.5 above, shall not exceed fifteen percent (15%) of the aggregate Revolver CommitmentsCommitments then in effect. Each Applicable Lender shall participate in each Protective Advance on a Pro Rata basis. Required Borrower Group Lenders may at any time revoke the Agent’s authority to make further Protective Advances under clause (a) to the Borrower or Borrowers of the applicable Borrower Group by written notice to the Agent. Absent such revocation, the Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. The Agent may use the proceeds of such Protective Advances to (a) protect, insure, maintain or realize upon any Collateral; or (b) defend or maintain the validity or priority of the Agent’s Liens on any Collateral, including any payment of a judgment, insurance premium, warehouse charge, finishing or processing charge, or landlord claim, or any discharge of a Lien; provided that the Agent shall use reasonable efforts to notify the Lead Borrower after paying any such amount or taking any such action and shall not make payment of any item that is being Properly Contested. Notwithstanding the foregoing, each of the Canadian Borrower and the German Borrowers shall be liable only for any Protective Advances made to them individually.

Protective Advances. The Administrative Agent shall be authorized, in its discretion, following notice to and consultation with the Lead Borrower, at any timetime(c) that any conditions in Section 4.02 are not satisfied, to make U.S. Base Rate Loans loans in Dollars (any such loans made pursuant to the U.S. Borrowersthis Section 2.01(c), Canadian Prime Loans (through Bank of America (Canada)) to the Canadian Borrower or German Base Rate Loans to a German Borrower (“Protective Advances”) under the U.S. Revolving Credit Facility or the Canadian Revolving Credit Facility (a) in up to an aggregate amount, together with the aggregate amount of all applicable Overadvance Loans, not to exceed 10the lesser of (x) (i) $10,000,000 and (y) 10.00% of the Borrowing Base outstanding at any time, if the Administrative Agent reasonably deems such Protective Advances necessary or desirable to preserve and or protect the Collateral, or to enhance the collectability or repayment of the Secured Obligations; or (b) to pay any other amounts chargeable to Obligors Loan Parties under any Loan Documents, including costs, fees and expenses; provided that. Protective Advances shall constitute Secured Obligations secured by the Collateral and shall be entitled to all of the benefits of the Loan Documents. Immediately upon the making of a Protective Advance, each applicable Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Administrative Agent a risk participation in such Protective Advance as follows (x) with respect to a Protective Advance made under the Canadian Revolving Credit Facility (a “Canadian Protective Advance”), each Canadian Revolving Credit Lender shall purchase a risk participation in such Protective Advance in an amount equal to the product of such Canadian Revolving Credit Lender’s Canadian Applicable Adjusted Percentage times the principal amount of such Canadian Protective Advance (a “Canadian Protective Advance Participation”) and (y) with respect to a Protective Advance made under the U.S. Revolving Credit Facility (“a U.S. Protective Advance”), each U.S. Revolving Credit Lender shall purchase a risk participation in such U.S. Protective Advance in an amount equal to the product of such U.S. Revolving Credit Lender’s U.S. Applicable Adjusted Percentage times the principal amount of such U.S. Protective Advance (a “U.S. Protective Advance Participation” and together with the Canadian Protective Advance Participations, the aggregate amount of outstanding Protective Advances plus the outstanding amount of Revolver Loans and LC Obligations shall not exceed the aggregate Revolver Commitments. Each Applicable Lender shall participate in each “Protective Advance on a Pro Rata basisParticipations”). The Required Lenders Xxxxxxx may at any time revoke the Administrative Agent’s authority to make further Protective Advances under clause (a) by written notice to the Administrative Agent. Absent such revocation, the Administrative Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. The Agent may use In no event shall a U.S. Protective Advance be made if, after giving effect thereto, the U.S. - 95- CG&R Draft Current date: 03/02/2023 10:05 AM 63515514v23CG&R Draft Current date: 03/01/2023 4:17 PM 70014411v6 Revolving Credit Exposure of any U.S. Revolving Credit Lender would exceed the U.S. Revolving Credit Commitment of such Lender. In no event shall a Canadian Protective Advance be made if, after giving effect thereto, the Canadian Revolving Credit Exposure of any Canadian Revolving Credit Lender would exceed such Canadian Revolving Credit Xxxxxx’s Canadian Revolving Credit Commitment. In no event shall a Protective Advance be made if, after giving effect thereto, (a) the Euros Outstanding shall exceed the Euro Sublimit, (b) the Sterling Outstanding shall exceed the Sterling Sublimit and (c) the Yen Outstanding shall exceed the Yen Sublimit. At any time that any U.S. Protective Advance is outstanding, the proceeds of any U.S. Revolving(d) Credit Loan or Swing Line Loan that is made shall first be applied to the repayment of such U.S. Protective Advances to Advance upon the making of such U.S. Revolving Credit Loan or Swing Line Loan (a) protectand otherwise, insureeach U.S. Revolving Credit Lender shall, maintain or realize upon request from the Administrative Agent, fund its U.S. Protective Advance Participation). At any Collateral; or (b) defend or maintain time that any Canadian Protective Advance is outstanding, the validity or priority of the Agent’s Liens on any Collateral, including any payment of a judgment, insurance premium, warehouse charge, finishing or processing charge, or landlord claim, or any discharge of a Lien; provided that the Agent shall use reasonable efforts to notify the Lead Borrower after paying any such amount or taking any such action and shall not make payment proceeds of any item Canadian(e) Revolving Credit Loan that is being Properly Contested. Notwithstanding made shall first be applied to the foregoingrepayment of such Canadian Protective Advance upon the making of such Canadian Revolving Credit Loan (and otherwise, each of Canadian Revolving Credit Lender shall, upon request from the Administrative Agent, fund its Canadian Borrower and the German Borrowers shall be liable only for any Protective Advances made to them individuallyAdvance Participation).

Protective Advances. The Agent shall be authorized, in its discretion, following notice to and consultation with the Lead Borrower, at any timetime that any conditions in Section 6 are not satisfied, and without regard to the aggregate U.S. Revolver Commitments or the Canadian Revolver Commitments, to make U.S. Base Rate Loans and Canadian Prime Rate Loans, as applicable (each a “Protective Advance”) (a) up to an aggregate amount of 10% of the aggregate Canadian Revolver Commitments (minus the aggregate amount of any outstanding Canadian Overadvances), with respect to the Canadian Borrower, or 10% of the aggregate U.S. Revolver Commitments (minus the aggregate amount of any outstanding U.S. Overadvances), with respect to the U.S. Borrowers, Canadian Prime Loans (through Bank of America (Canada)) to the Canadian Borrower or German Base Rate Loans to a German Borrower (“Protective Advances”) (a) in an aggregate amountoutstanding at any time, together with the aggregate amount of all applicable Overadvance Loans, not to exceed 10% of the Borrowing Base if the Agent deems such Protective Advances Loans necessary or desirable to preserve and or protect the Collateral, or to enhance the collectability collectibility or repayment of the Obligations; or (b) to pay any other amounts chargeable to Obligors under any Loan Documents, including costs, fees and expenses; provided that, the aggregate amount of outstanding Protective Advances plus the outstanding amount of Revolver Loans and LC Obligations shall not exceed the aggregate Revolver Commitments. Each Applicable Lender shall participate in each Protective Advance on a Pro Rata basis. Required Lenders may at any time revoke the Agent’s authority to make further Protective Advances under clause (a) by written notice to the Agent. Absent such revocation, the Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. The Agent may use the proceeds of such All Protective Advances made by Agent with respect to (a) protect, insure, maintain or realize upon any Collateral; or (b) defend or maintain the validity or priority of the Agent’s Liens on any Collateral, including any payment of a judgment, insurance premium, warehouse charge, finishing or processing charge, or landlord claim, or any discharge of a Lien; provided that the Agent shall use reasonable efforts to notify the Lead Borrower after paying any such amount or taking any such action and shall not make payment of any item that is being Properly Contested. Notwithstanding the foregoing, each of the Canadian Borrower and the German U.S. Borrowers shall be liable only U.S. Facility Obligations, secured by the U.S. Facility Collateral and shall be treated for any all purposes as Extraordinary Expenses and all Protective Advances made by Agent with respect to them individuallyCanadian Borrower shall be Canadian Facility Obligations, secured by the Canadian Facility Collateral and shall be treated for all purposes as Extraordinary Expenses. In no event shall Protective Advances be made by Agent if it would cause the outstanding U.S. Revolver Exposure to exceed the aggregate U.S. Revolver Commitments or the outstanding Canadian Revolver Exposure to exceed the aggregate Canadian Revolver Commitments.

Protective Advances. The Agent shall be authorized, in its discretion, following notice to and consultation with the Lead Borrower, at any timetime that any conditions in Section 6 are not satisfied, and without regard to the aggregate U.S. Revolver Commitments or the Canadian Revolver Commitments, to make U.S. Base Rate Loans and Canadian Prime Rate Loans, as applicable (each a “Protective Advance”) (a) up to an aggregate amount of 10% of the aggregate Canadian Revolver Commitments (minus the aggregate amount of any outstanding Canadian Overadvances), with respect to the Canadian Borrower, or 10% of the aggregate U.S. Revolver Commitments (minus the aggregate amount of any outstanding U.S. Overadvances), with respect to the U.S. Borrowers, Canadian Prime Loans (through Bank of America (Canada)) to the Canadian Borrower or German Base Rate Loans to a German Borrower (“Protective Advances”) (a) in an aggregate amountoutstanding at any time, together with the aggregate amount of all applicable Overadvance Loans, not to exceed 10% of the Borrowing Base if the Agent deems such Protective Advances Loans necessary or desirable to preserve and or protect the Collateral, or to enhance the collectability collectibility or repayment of the Obligations; or (b) to pay any other amounts chargeable to Obligors under any Loan Documents, including costs, fees and expenses; provided that, the aggregate amount of outstanding Protective Advances plus the outstanding amount of Revolver Loans and LC Obligations shall not exceed the aggregate Revolver Commitments. Each Applicable Lender shall participate in each Protective Advance on a Pro Rata basis. Required Lenders may at any time revoke the Agent’s authority to make further Protective Advances under clause (a) by written notice to the Agent. Absent such revocation, the Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. The Agent may use the proceeds of such All Protective Advances made by Agent with respect to (a) protect, insure, maintain or realize upon any Collateral; or (b) defend or maintain the validity or priority of the Agent’s Liens on any Collateral, including any payment of a judgment, insurance premium, warehouse charge, finishing or processing charge, or landlord claim, or any discharge of a Lien; provided that the Agent shall use reasonable efforts to notify the Lead Borrower after paying any such amount or taking any such action and shall not make payment of any item that is being Properly Contested. Notwithstanding the foregoing, each of the Canadian Borrower and the German U.S. Borrowers shall be liable only U.S. Facility Obligations, secured by the U.S. Facility Collateral and shall be treated for any all purposes as Extraordinary Expenses and all Protective Advances made by Agent with respect to them individuallyCanadian Borrower shall be Canadian Facility Obligations, secured by the Canadian Facility Collateral and shall be treated for all purposes as Extraordinary Expenses.

Protective Advances. The Agent shall be authorized, in its discretion, following notice to and consultation with the Lead Borrower, at any timetime that any conditions in Section 6 are not satisfied, to make U.S. Base Rate Revolver Loans to the U.S. Borrowers, and Canadian Prime Loans Rate Loans, as applicable (through Bank of America (Canada)) to the Canadian Borrower or German Base Rate Loans to each a German Borrower (“Protective AdvancesAdvance”) (a) in up to an aggregate amount, together with the aggregate amount of all applicable Overadvance Loans, not to exceed 10% of the Canadian Borrowing Base with respect to the Canadian Borrower, or 10% of the U.S. Borrowing Base with respect to the U.S. Borrower, outstanding at any time, if the Agent deems such Protective Advances Loans necessary or desirable to preserve and or protect the Collateral, or to enhance the collectability or repayment of the Obligations, including to meet payroll; or (b) to pay any other amounts chargeable to Obligors the Loan Parties under any Loan Documents, including costs, fees and expenses; provided that, the aggregate amount of outstanding . In no event shall Protective Advances plus be required that would cause (x) the outstanding amount of U.S. Revolver Loans and U.S. LC Obligations shall not to exceed the aggregate U.S. Commitments or (y) the outstanding Canadian Revolver Loans and Canadian LC Obligations to exceed the aggregate Canadian Commitments. Each Applicable Lender shall participate in each Protective Advance on a Pro Rata basis. Required Facility Lenders may at any time revoke the Agent’s authority to make further Protective Advances under clause (a) to any Borrower by written notice to the Agent. Absent such revocation, the Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. The Agent may use the proceeds of such All Protective Advances to (a) protect, insure, maintain or realize upon any Collateral; or (b) defend or maintain the validity or priority of the Agent’s Liens on any Collateral, including any payment of a judgment, insurance premium, warehouse charge, finishing or processing charge, or landlord claim, or any discharge of a Lien; provided that made by the Agent with respect to U.S. Facility Loan Parties shall use reasonable efforts to notify be U.S. Facility Obligations, secured by the Lead Borrower after paying any such amount or taking any such action U.S. Facility Collateral and shall not make payment of any item that is being Properly Contestedbe treated for all purposes as Extraordinary Expenses and all Protective Advances made by the Agent with respect to Canadian Facility Loan Parties shall be Canadian Facility Obligations, secured by the Canadian Facility Collateral and shall be treated for all purposes as Extraordinary Expenses. Notwithstanding the foregoing, each in no event shall the aggregate amount of the Canadian Borrower and the German Borrowers shall be liable only for any Protective Advances made to them individuallyunder this Section 2.1.6 and Overadvances under Section 2.1.5 exceed 10% of the Line Cap at any time without the prior written consent of all Lenders.

Protective Advances. The Agent Agents shall be authorized, in its their discretion, following notice to and consultation with the Lead Borrower, at any timetime that any conditions in Section 4.02 are not satisfied, to make U.S. Base Rate Revolving Credit 69 Loans (any such U.S. Revolving Credit Loans made pursuant to this Section 2.01(h), “U.S. Protective Advances”) or to cause to be made through UBS Canada as its sub-agent Canadian Revolving Credit Loans (any such Canadian Revolving Credit Loans made pursuant to this Section 2.01(h), “Canadian Protective Advances” and, together with the U.S. BorrowersProtective Advances, Canadian Prime Loans (through Bank of America (Canada)) to the Canadian Borrower or German Base Rate Loans to a German Borrower (“Protective Advances”) (a) in up to an aggregate amount, when taken together with all U.S. Overadvances and all Canadian Overadvances, the aggregate amount lesser of all applicable Overadvance Loans, not to exceed (x) $15,000,000 and (y) 10% of the Total Borrowing Base outstanding at any time, if the Agent deems Agents reasonably deem such Protective Advances Loans necessary or desirable to preserve and or protect the Collateral, or to enhance the collectability collectibility or repayment of the Obligations; or (b) to pay any other amounts chargeable to Obligors Loan Parties under any Loan Documents, including costs, fees and expenses; provided that. Protective Advances shall constitute Obligations secured by the Collateral and shall be entitled to all of the benefits of the Loan Documents. Immediately upon the making of a Protective Advance, each applicable Appropriate Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the aggregate Agents a risk participation in such Protective Advance in an amount equal to the product of such applicable Revolving Credit Lender’s Applicable Percentage times the amount of outstanding such Protective Advances plus the outstanding amount of Revolver Loans and LC Obligations shall not exceed the aggregate Revolver CommitmentsAdvance. Each Applicable Lender shall participate in each Protective Advance on a Pro Rata basis. Required Lenders may at any time revoke the Agent’s authority to make further Protective Advances under clause (a) by written notice to the Agent. Absent such revocation, the Agent’s The Agents’ determination that funding of a Protective Advance is appropriate shall be conclusive. The Agent may use the proceeds of such In no event shall Protective Advances to (a) protect, insure, maintain or realize upon any Collateral; or (b) defend or maintain cause the validity or priority aggregate Outstanding Amount of the Agent’s Liens on any Collateral, including any payment of a judgment, insurance premium, warehouse charge, finishing or processing charge, or landlord claim, or any discharge of a Lien; provided that the Agent shall use reasonable efforts to notify the Lead Borrower after paying any such amount or taking any such action and shall not make payment Revolving Credit Loans of any item that is being Properly Contested. Notwithstanding the foregoingLender, each plus such Lender’s Applicable Percentage of the Canadian Borrower and Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the German Borrowers shall be liable only for any Protective Advances made Outstanding Amount of all Swing Line Loans to them individuallyexceed such Lender’s Commitment.

Protective Advances. The Agent shall be authorized, in its discretion, following notice to and consultation with the Lead Borrower, at any timetime that any conditions in Section 6 are not satisfied, to make U.S. Base Rate Loans to the U.S. Borrowers, and Canadian Prime Loans Rate Loans, as applicable (through Bank of America (Canada)) to the Canadian Borrower or German Base Rate Loans to each a German Borrower (“Protective AdvancesAdvance”) (a) in up to an aggregate amount, together with the aggregate amount of all applicable Overadvance Loans, not to exceed ten percent (10% %) of the Canadian Borrowing Base with respect to the Canadian Borrower, or ten percent (10%) of the U.S. Borrowing Base with respect to the U.S. Borrower, outstanding at any time, if the Agent deems such Protective Advances Loans necessary or desirable to preserve and or protect the Collateral, or to enhance the collectability or repayment of the Obligations, including to meet payroll; or (b) to pay any other amounts chargeable to Obligors the Loan Parties under any Loan Documents, including interest, costs, fees and expenses; provided that, the aggregate amount of outstanding . In no event shall Protective Advances plus be required that would cause (x) the outstanding amount of U.S. Revolver Loans and U.S. LC Obligations shall not to exceed the aggregate U.S. Commitments or (y) the outstanding Canadian Revolver Loans and Canadian LC Obligations to exceed the aggregate Canadian Commitments. Each Applicable Lender shall participate in each Protective Advance on a Pro Rata basis. Required Facility Lenders may at any time revoke the Agent’s authority to make further Protective Advances under clause (a) to the applicable Borrower by written notice to the Agent. Absent such revocation, the Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. The Agent may use the proceeds of such All Protective Advances to (a) protect, insure, maintain or realize upon any Collateral; or (b) defend or maintain the validity or priority of the Agent’s Liens on any Collateral, including any payment of a judgment, insurance premium, warehouse charge, finishing or processing charge, or landlord claim, or any discharge of a Lien; provided that made by the Agent with respect to U.S. Facility Loan Parties shall use reasonable efforts to notify be U.S. Facility Obligations, secured by the Lead Borrower after paying any such amount or taking any such action U.S. Facility Collateral and shall not make payment of any item that is being Properly Contestedbe treated for all purposes as Extraordinary Expenses and all Protective Advances made by the Agent with respect to Canadian Facility Loan Parties shall be Canadian Facility Obligations, secured by the Canadian Facility Collateral and shall be treated for all purposes as Extraordinary Expenses. Notwithstanding the foregoing, each in no event shall the aggregate amount of the Canadian Borrower and the German Borrowers shall be liable only for any Protective Advances made to them individuallyunder this Section 2.1.6 and Overadvances under Section 2.1.5 exceed ten percent (10%) of the Line Cap at any time without the prior written consent of all Lenders.

Protective Advances. The Agent shall be authorized, in its discretion, following notice to and consultation with the Lead Borrower, at any timetime that any conditions in Article 6 are not satisfied, and without regard to the aggregate U.S. Revolver Commitments or the Canadian Revolver Commitments, to make U.S. Base Rate Loans and Canadian Prime Rate Loans, as applicable (each a “Protective Advance”) (a) up to an aggregate amount of (i) 10% of the aggregate Canadian Revolver Commitments (minus the aggregate amount of any outstanding Canadian Overadvances), with respect to the Canadian Borrowers or (ii) 10% of the aggregate U.S. Revolver Commitments (minus the aggregate amount of any outstanding U.S. Overadvances), with respect to the U.S. Borrowers, Canadian Prime Loans (through Bank of America (Canada)) to the Canadian Borrower or German Base Rate Loans to a German Borrower (“Protective Advances”) (a) in an aggregate amounteach case, together with the aggregate amount of all applicable Overadvance Loansoutstanding at any time, not to exceed 10% of the Borrowing Base if the Agent deems such Protective Advances Loans necessary or desirable to preserve and or protect the Collateral, or to enhance the collectability or repayment of the Obligations; or (b) to pay any other amounts chargeable to Obligors under any Loan Documents, including costs, fees and expenses; provided that, the aggregate amount of outstanding Protective Advances plus the outstanding amount of Revolver Loans and LC Obligations shall not exceed the aggregate Revolver Commitments. Each Applicable Lender shall participate in each Protective Advance on a Pro Rata basis. Required Lenders may at any time revoke the Agent’s authority to make further Protective Advances under clause (a) by written notice to the Agent. Absent such revocation, the Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. The Agent may use the proceeds of such All Protective Advances made by Agent with respect to (a) protect, insure, maintain or realize upon any Collateral; or (b) defend or maintain the validity or priority of the Agent’s Liens on any Collateral, including any payment of a judgment, insurance premium, warehouse charge, finishing or processing charge, or landlord claim, or any discharge of a Lien; provided that the Agent shall use reasonable efforts to notify the Lead Borrower after paying any such amount or taking any such action and shall not make payment of any item that is being Properly Contested. Notwithstanding the foregoing, each of the Canadian Borrower and the German U.S. Borrowers shall be liable only U.S. Facility Obligations, secured by the U.S. Facility Collateral and shall be treated for any all purposes as Extraordinary Expenses. All Protective Advances made by Agent with respect to them individuallyany Canadian Borrower shall be Canadian Facility Obligations, secured by the Canadian Facility Collateral and shall be treated for all purposes as Extraordinary Expenses. In no event shall Protective Advances be made by Agent if it would cause the outstanding U.S. Revolver Exposure to exceed the aggregate U.S. Revolver Commitments or the outstanding Canadian Revolver Exposure to exceed the aggregate Canadian Revolver Commitments.

Protective Advances. The Agent shall be authorized, in its discretion, following notice to and consultation with the Lead Borrower, at any timetime that any conditions in Section 6.2 are not satisfied, to make U.S. Base Rate Loans to the U.S. Borrowers, Borrowers on behalf of the U.S. Lenders (“U.S. Protective Advances”) and Canadian Prime Loans (through Bank of America (Canada)) to the Canadian Borrower or German Base Rate Loans or Canadian Prime Rate Loans to a German Canadian Borrower on behalf of the Canadian Lenders (“Canadian Protective Advances”) (a) in up to an aggregate amount, together with amount for all Protective Advances of the greater of (i) $10,000,000 and (ii) 10.0% of the aggregate amount of all applicable Commitment outstanding at any time, less, in each case, the amount of Overadvance Loans, not Loans outstanding pursuant to exceed 10% of the Borrowing Base Section 2.1.5 if the Agent deems such Protective Advances Loans necessary or desirable to preserve and or protect the Collateral, or to enhance the collectability or repayment of Obligations, as long as no U.S. Protective Advance shall cause the ObligationsU.S. Revolver Usage to exceed the U.S. Revolver Commitments, and no Canadian Protective Advance shall cause the Canadian Revolver Usage to exceed the Canadian Revolver Commitments; or (b) to pay any other amounts chargeable to Obligors under any Loan Documents, including interest, costs, fees and expenses; provided that, the aggregate amount of outstanding Protective Advances plus the outstanding amount of Revolver Loans and LC Obligations shall not exceed the aggregate Revolver Commitments. Each Applicable Lender shall participate in each Protective Advance on a Pro Rata basis. Required Borrower Group Lenders may at any time revoke the Agent’s authority to make further Protective Advances under clause (a) to the Borrowers of the applicable Borrower Group by written notice to the Agent. Absent such revocation, the Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. The Agent may use the proceeds of such Protective Advances to (a) protect, insure, maintain or realize upon any Collateral; or (b) defend or maintain the validity or priority of the Agent’s Liens on any Collateral, including any payment of a judgment, insurance premium, warehouse charge, finishing or processing charge, or landlord claim, or any discharge of a Lien; provided that the Agent shall use reasonable efforts to notify the Lead Borrower after paying any such amount or taking any such action and shall not make payment of any item that is being Properly Contested. Notwithstanding the foregoing, each of the Canadian Borrower and the German Borrowers shall be liable only for any Protective Advances made to them individually.