Any contrary provision of this Agreement or any other Loan Document notwithstanding (but subject to [Section 2.3(d)(iv)]), at any time # after the occurrence and during the continuance of a Default or an Event of Default, or # that any of the other applicable conditions precedent set forth in [Section 3] are not satisfied, Agent hereby is authorized by Borrowers and the Lenders, from time to time, in Agent’s sole discretion, to make Revolving Loans to, or for the benefit of, Borrowers, on behalf of the Revolving Lenders, that Agent, in its Permitted Discretion, deems necessary or desirable # to preserve or protect the Collateral, or any portion thereof, or # to enhance the likelihood of repayment of the Obligations (other than the Bank Product Obligations) (the Revolving Loans described in this [Section 2.3(d)(i)] shall be referred to as “Protective Advances”). Notwithstanding the foregoing, the aggregate amount of all Protective Advances outstanding at any one time shall not exceed 5% of the Maximum Revolver Amount.

Any contrary provision of this Agreement or any other Loan Document notwithstanding (but subject to [Section 2.3(d)(iv)]),notwithstanding, at any time # after the occurrence and during the continuance of a Default or an Event of Default, or # that any of the other applicable conditions precedent set forth in [Section 3] are not satisfied, Agent hereby is authorized by BorrowersBorrower and the Lenders, from time to time, in Agent’Agent's sole discretion, to make Revolving Loans to, or for the benefit of, Borrowers,Borrower, on behalf of the Revolving Lenders, that Agent, in its Permitted Discretion, deems necessary or desirable # to preserve or protect the Collateral, or any portion thereof, or # to enhance the likelihood of repayment of the Obligations (other than the Bank Product Obligations) (the Revolving Loans described in this [Section 2.3(d)(i)] shall be referred to as “Protective Advances”"Protective Advances"). Notwithstanding the foregoing, the aggregate amount of all Protective Advances outstanding at any one time shall not exceed 5%​ without the consent of the Maximum Revolver Amount.Required Lenders.

Any contrary provision of this Agreement or any other Loan Document notwithstanding (but subject to [Section 2.3(d)(iv)]),notwithstanding, at any time # after the occurrence and during the continuance of a Default or an Event of Default, or # that any of the other applicable conditions precedent set forth in [Section 3] are not satisfied, Agent hereby is authorized by Borrowers and the Lenders, from time to time, in Agent’s sole discretion, to make Revolving Loans to, or for the benefit of, Borrowers, on behalf of the Revolving Lenders, that Agent, in its Permitted Discretion, deems necessary or desirable # to preserve or protect the Collateral, or any portion thereof, or # to enhance the likelihood of repayment of the Obligations (other than the Bank Product Obligations) (the Revolving Loans described in this [Section 2.3(d)(i)] shall be referred to as “Protective Advances”“Protective Advances”). Notwithstanding the foregoing, the aggregate amount of all Protective Advances outstanding at any one time shall not exceed 5% of the Maximum Revolver Amount.

Subject to the limitations set forth in the provisos contained in this [Section 2.2(i)(i)] and the limitation set forth in the penultimate paragraph of this Agreement or any other Loan Document notwithstanding (but subject[Section 11.1], Agent is hereby authorized by Borrowers and Lenders, from time to [Section 2.3(d)(iv)]), at any time in Agent’s discretion, # afterupon the occurrence and during the continuance of a Default or an Event of Default, or # at any time that any of the other applicable conditions precedent set forth in [Section 3] areSection Six have not been satisfied, Agent hereby is authorized by Borrowers and the Lenders, from time to time, in Agent’s sole discretion, to make Revolving Loans to, or for the benefit of, Borrowers,to Borrowers on behalf of the Revolving Lenders, thatLenders which Agent, in its Permitted Discretion,reasonable business judgment, deems necessary or desirable # to preserve or protect the Collateral, or any portion thereof, or # to enhance the likelihood ofof, or maximize the amount of, repayment of the Obligations (other thanRevolving Loans and other Obligations, or # to pay any other amount chargeable to Borrowers pursuant to the Bank Product Obligations) (the Revolving Loansterms of this Agreement, including costs, fees and expenses as described in [Section 13.1] (any of the advances described in this [Section 2.3(d)2(i)(i)] shall bebeing hereinafter referred to as “Protective“Agent Advances”). Notwithstanding; provided, however, that Required Lenders may at any time revoke Agent’s authorization contained in this [Section 2.2(i)] to make Agent Advances, any such revocation to be in writing and to become effective prospectively upon Agent’s receipt thereof; provided further, however, that # if the foregoing,Pro Rata Share of the aggregate amountRequired Lenders revoking such authorization does not exceed fifty-one percent (51%), such revocation shall become effective 120 days after Agent’s receipt thereof, or # if the Default or Event of Default would require consent of all Protective Advances outstanding atLenders to waive or amend, such authorization may be revoked by any one timeLender effective 120 days after Agent’s receipt thereof; and provided further, however, that no such Agent Advance shall notcause the Credit Facility Exposure (including such Agent Advance) to exceed 5% of the Maximum Revolver Amount.Total Credit Facility.

Notwithstanding anything contained in this Agreement or any other Loan Document notwithstanding (but subject to [Section 2.3(d)(iv)]), at any timethe contrary: # afterno Overadvance or Protective Advance may be made by Agent if such Advance would cause the occurrenceaggregate principal amount of Overadvances and during the continuance of a Default orProtective Advances outstanding to exceed an Event of Default, or # that anyamount equal to ten percent (10%) of the other applicable conditions precedent set forth in [Section 3] are not satisfied, Agent hereby is authorized by BorrowersMaximum Credit; and # to the Lenders, from timeextent any Protective Advance causes the aggregate Revolver Usage to time, inexceed the Maximum Revolver Amount, each such Protective Advance shall be for Agent’s sole discretion, to make Revolving Loans to, orand separate account and not for the benefit of, Borrowers, on behalfaccount of the Revolving Lenders, that Agent, in its Permitted Discretion, deems necessary or desirable # to preserve or protect the Collateral, or any portion thereof, or # to enhance the likelihood of repayment of the Obligations (other than the Bank Product Obligations) (the Revolving Loans described in this [Section 2.3(d)(i)]Lender and shall be referredentitled to as “Protective Advances”)priority in repayment in accordance with [Section 2.4(b)]. Notwithstanding the foregoing, the aggregate amount of all Protective Advances outstanding at any one time shall not exceed 5% of the Maximum Revolver Amount.

Protective Advances Agent shall be authorized, in its discretion, at any time # after the occurrence and during the continuance of a Default or an Event of Default, or # that any of the other applicable conditions precedent set forth in [Section 3]6] are not satisfied, Agent hereby is authorized by Borrowers and the Lenders, from time to time, in Agent’s sole discretion,satisfied to make RevolvingBase Rate Loans to, or for the benefit of, Borrowers, on behalf(“Protective Advances”) # up to an aggregate amount of the Revolving Lenders, that Agent, in its Permitted Discretion,​ outstanding at any time, if Agent deems such Loans necessary or desirable # to preserve or protect the Collateral, or any portion thereof,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 enhancepay 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 likelihoodfunding of repayment of the Obligations (other than the Bank Product Obligations) (the Revolving Loans described in this [Section 2.3(d)(i)]a Protective Advance is appropriate shall be referred to as “Protective Advances”). Notwithstanding the foregoing, theconclusive. The aggregate outstanding amount of all Overadvances and Protective Advances outstanding at any one timemade pursuant to ​ shall not exceed 5% of the Maximum Revolver Amount.​.