Protective Advances. Subject to the limitations set forth below (and notwithstanding anything to the contrary in Section 4.2), the [[Administrative Agent:Organization]] is authorized by the [[Borrower:Organization]] and the Lenders, from time to time in the [[Administrative Agent:Organization]]’s sole discretion (but shall have absolutely no obligation), to make Revolving Loans (which may be a Swing Loan) to the [[Borrower:Organization]], on behalf of all Revolving Credit Lenders at any time that any condition precedent set forth in Section 4.2 has not been satisfied or waived, which the [[Administrative Agent:Organization]], in its Permitted Discretion, deems necessary or desirable for the purposes specified in the definition of “Protective Advances”. Any Protective Advance may be made in a principal amount that would cause the aggregate Revolving Credit Exposure to exceed the Borrowing Base; provided that the aggregate amount of outstanding Protective Advances plus the aggregate of all other Revolving Credit Exposure shall not exceed the Aggregate Commitments; provided further that the foregoing shall not result in any claim or liability against the [[Administrative Agent:Organization]] (regardless of the amount of any Overadvance) for Unintentional Overadvances, and such Unintentional Overadvances shall not reduce the amount of Protective Advances allowed hereunder. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 have not been satisfied or waived. Each Protective Advance shall be secured by the Liens in favor of the Collateral Agent in and to the Collateral and shall constitute Obligations hereunder. The [[Administrative Agent:Organization]]’s authorization to make Protective Advances may be revoked at any time by the Requisite Revolving Credit Lenders. Any such revocation must be in writing and shall become effective prospectively upon the [[Administrative Agent:Organization]]’s receipt thereof. The making of a Protective Advance on any one occasion shall not obligate the [[Administrative Agent:Organization]] to make any Protective Advance on any other occasion. At any time that the conditions precedent set forth in Section 4.2 have been satisfied or waived, the [[Administrative Agent:Organization]] may request the Revolving Credit Lenders to make a Revolving Loan to repay a Protective Advance. At any other time, the [[Administrative Agent:Organization]] may require the Revolving Credit Lenders to fund their risk participations described in [Section 2.1(c)].

Expense Advances. If so requested by Indemnitee, the Company shall advance (within ten business days of such request) any and all Expenses to Indemnitee (an "Expense Advance"); provided that, if and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, as provided in Section 4, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding ai1d Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon.

Ratable Advances. Each Ratable Advance hereunder shall consist of Loans made to a Borrower from the several [[Lenders:Organization]] ratably in proportion to the ratio that their respective Commitments bear to the Aggregate Commitment. The aggregate outstanding amount of Competitive Bid Advances shall reduce each Lender’s Commitment ratably in the proportion such Lender’s Commitment bears to the Aggregate Commitment regardless of which Lender or [[Lenders:Organization]] make such Competitive Bid Advances.

Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans to Borrowers which in the aggregate at any one time outstanding are not to exceed the lesser of:

Protective Advances. Lender may, but has no obligation to, make such Protective Advances as Lender may deem reasonably necessary or prudent following an Event of Default. “Protective Advances” shall mean all sums paid by the Lender and/or trustees under the Deed of Trust (or any of the other Loan Documents) to protect and/or preserve: # the priority, validity and/or enforceability of any of the liens granted to secure the Loan (the “Liens”) and the instruments evidencing or securing such Liens, and/or # the value of, or the security of, any of the collateral (the “Collateral”) securing the Loan, such advances to include, without limitation, advances with respect to taxes, assessments, water charges, mechanic’s liens, ground rents, insurance premiums, other reasonably required payments, liens or matters (including, but not limited to, environmental hazards), pertaining to, relating to, or affecting the Collateral or the value thereof. All such Protective Advances made by Lender shall be deemed added to the outstanding principal balance of the Loan and shall bear interest at the Default Rate until repaid.

The Revolving A Facility Usage shall not exceed at any time the lesser of # the Maximum Revolving A Advance Amount, and # the Formula Amount. The amount of outstanding Revolving B Advances shall not exceed at any time the sum of # the Maximum Revolving B Advance Amount plus # any Revolving B PIK Interest accrued or paid-in-kind in accordance with this Agreement.

Maximum Advances. In the case of any type of Advance requested to be made, after giving effect thereto, the aggregate amount of such type of Advance shall not exceed the maximum amount of such type of Advance permitted under this Agreement;

Protective Advances. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent, in its sole, reasonable discretion, may make Revolving Loans to, or for the benefit of, the Borrowers, on behalf of the Revolving Lenders having Revolving Facility Commitments, so long as the aggregate outstanding amount of such Revolving Loans, together with the aggregate outstanding amount of the Overadvances, does not exceed 10.0% of the Borrowing Base, if the Administrative Agent, in its Reasonable Credit Judgment, deems that such Revolving Loans are necessary or desirable to:

Protective Advances Agent shall be authorized, in its discretion, at any time that any conditions in Section 6 are not satisfied to make Base Rate Loans (“Protective Advances”) # up to an aggregate amount of $7,500,000 outstanding at any time, if Agent deems such Loans necessary or desirable to preserve or protect Collateral, or to enhance the collectability or repayment of Obligations, as long as such Loans do not cause the outstanding Revolver Loans and LC Obligations to exceed the aggregate Revolver Commitments; or # to pay any other amounts chargeable to Borrowers under any Loan Documents, including interest, costs, fees and expenses. Each Lender shall participate in each Protective Advance on a Pro Rata basis. Required Lenders may at any time revoke Agent’s authority to make further Protective Advances under clause (a) by written notice to Agent. Absent such revocation, Agent’s determination that the funding of a Protective Advance is appropriate shall be conclusive. The aggregate outstanding amount of all Overadvances and Protective Advances made pursuant to [clause (a) of this Section 2.16] shall not exceed $15,000,000.

All Necessary Permits. Each of the Company and the Subsidiaries possess all licenses, permits, certificates, consents, orders, approvals and other authorizations from, and has made all declarations and filings with, all Governmental Authorities, presently required or necessary to own or lease, as the case may be, and to operate its properties and to carry on its businesses as now or proposed to be conducted as described in the Time of Sale Document and the Final Offering Memorandum (“Permits”), except where the failure to possess such Permits would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and except for such Permits required under the Acquisition Agreement that will be obtained on or prior to the Closing Date. Each of the Company and the Subsidiaries has fulfilled and performed all of its obligations with respect to such Permits, except where the failure to perform such obligations would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No event has occurred which allows, or after notice or lapse of time would allow, revocation or termination of any such Permit or has resulted, or after notice or lapse of time would result, in any other material impairment of the rights of the holder of any such Permit, except where such revocation or termination would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. None of the Company or the Subsidiaries has received or has any reason to believe it will receive any notice of any proceeding relating to revocation or modification of any such Permit, except as described in the Time of Sale Document and the Final Offering Memorandum or except where such revocation or modification would not, individually or in the aggregate, have a Material Adverse Effect.