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:

Overadvances. Insofar as the occurrenceBorrowers may request and during the continuance of an Event of Default, the Administrative Agent,Agent or Required Lenders may be willing in its sole, reasonable discretion, maytheir sole discretion to make Revolving Loans to, or forto the benefit of, the Borrowers, on behalf ofBorrowers at a time when the Revolving Facility Credit Exposure exceeds, or would exceed with the making of any such Revolving Loan, the Borrowing Base (any such Loan being herein referred to individually as an “Overadvance”), the Administrative Agent will enter such Overadvances as debits in the applicable Loan Account. All Overadvances will be repaid on demand, will be secured by the Collateral and will bear interest as provided in this Agreement for Revolving Loans generally. Any Overadvance made pursuant to the terms hereof will be made to the Borrowers by all Revolving Lenders havingratably in accordance with their respective Revolving Facility Commitments, so long as the aggregate outstanding amount of such Revolving Loans,Percentages. Overadvances, together with theoutstanding Protective Advances, in an aggregate outstanding amount of the Overadvances, does not to exceed 10.0% of the Borrowing Base, ifBase may be made in the sole, reasonable discretion of the Administrative Agent,Agent; provided that the Required Lenders may at any time revoke the Administrative Agent’s authorization to make future Overadvances; provided that no existing Overadvances will be subject to such revocation and any such revocation must be in its Reasonable Credit Judgment, deems that suchwriting and will become effective prospectively upon the Administrative Agent’s receipt thereof. The foregoing notwithstanding, in no event, unless otherwise consented to by all Revolving Loans are necessary or desirable to:Lenders will:

Any provision of this Agreement to the occurrence and duringcontrary notwithstanding, at the continuancerequest of an Event of Default,the Borrower Representative, the Administrative Agent,Agent may in its sole, reasonable discretion, maysole discretion (but with absolutely no obligation), make Revolving Loans to, or for the benefit of,to the Borrowers, on behalf of the Revolving Lenders havingLenders, in amounts that exceed Availability (any such excess Revolving Facility Commitments,Loans are herein referred to collectively as “Overadvances”); provided that, no Overadvance shall result in a Default due to Borrowers’ failure to comply with [Section 2.01] for so long as such Overadvance remains outstanding in accordance with the aggregate outstandingterms of this paragraph, but solely with respect to the amount of such Revolving Loans, together withOveradvance. In addition, Overadvances may be made even if the aggregate outstanding amountcondition precedent set forth in [Section 4.02(c)] has not been satisfied. All Overadvances shall constitute CBFR Borrowings. The authority of the Overadvances, doesAdministrative Agent to make Overadvances is limited to an aggregate amount not to exceed 10.0%10% of the Borrowing Base, ifAggregate Revolving Commitment at any time, no Overadvance may remain outstanding for more than ten (10) Business Days and no Overadvance shall cause any Revolving Lender’s Revolving Exposure to exceed its Revolving Commitment; provided that, the Required Lenders may at any time revoke the Administrative Agent,Agent’s authorization to make Overadvances. Any such revocation must be in its Reasonable Credit Judgment, deems that such Revolving Loans are necessary or desirable to:writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof.