Protective Advances. Subject to the limitations set forth below (and notwithstanding anything to the contrary in [Section 4.2]), the ​ is authorized by the ​ and the Lenders, from time to time in the ​’s sole discretion (but shall have absolutely no obligation), to make Revolving Loans (which may be a Swing Loan) to the ​, 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 ​, 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 ​ (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 ​’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 ​’s receipt thereof. The making of a Protective Advance on any one occasion shall not obligate the ​ 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 ​ may request the Revolving Credit Lenders to make a Revolving Loan to repay a Protective Advance. At any other time, the ​ may require the Revolving Credit Lenders to fund their risk participations described in [Section 2.1(c)].

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.

Any contrary provision of this Agreement or any other Loan Document 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 Borrower and the Lenders, from time to time, in Agent's sole discretion, to make Revolving Loans to, or for the benefit of, 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"). Notwithstanding the foregoing, the aggregate amount of all Protective Advances outstanding at any one time shall not exceed ​ without the consent of Required Lenders.

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:

Any contrary provision of this Agreement or any other Loan Document notwithstanding, but subject to [Section 2.3(d)(iv)], Agent is hereby authorized by Borrowers and the Lenders, from time to time, at Agent’s option (but Agent shall have no obligation or liability if it elects not to), to make Advances to, or for the benefit of, Borrowers on behalf of the Lenders

Each Protective Advance and each Overadvance shall be deemed to be an Advance hereunder, except that no Protective Advance or Overadvance shall be a SOFR Loan and, prior to Settlement therefor, all payments on the Protective Advances shall be payable to Agent solely for its own account. The Protective Advances and Overadvances shall be repayable on demand and repaid within one (1) Business Day of such demand, secured by Agent’s Liens, constitute Obligations hereunder, and bear interest at the rate applicable from time to time to Advances that are Base Rate Loans. The ability of Agent to make Protective Advances is separate and distinct from its ability to make Overadvances and its ability to make Overadvances is separate and distinct from its ability to make Protective Advances. For the avoidance of doubt, the limitations on Agent’s ability to make Protective Advances do not apply to Overadvances and the limitations on Agent’s ability to make Overadvances do not apply to Protective Advances.

ADVANCES. At any time during the term of this Note, Borrower may, at its sole option, draw down amounts up to an aggregate of ​ under the terms set forth herein. The aggregate unpaid principal balance outstanding, if any, at any time during the term of this Note shall be referred to as the “Principal Amount.” Advances under this Note shall be made upon written request by Borrower to Lender in the form of a Draw Request attached as [Exhibit A] hereto. Draw Requests shall be sent to Lender at the address set forth above. All Draw Requests submitted by Borrower shall be funded within 10 days from the date Lender receives the Draw Request (each a “Draw Date”).

fourth, to pay the principal of all Protective Advances until paid in full,

“Protective Advances” shall have the meaning set forth in [Section 16.2(f)] hereof.

“Protective Advances” has the meaning assigned to such term in [Section 2.01(3)].

Each applicable Revolving Lender will be obligated to advance to the Borrowers its applicable Revolving Facility Percentage of each Protective Advance made in accordance with this [Section 2.01(3)]. If Protective Advances are made in accordance with the preceding sentence, then all Revolving Lenders will be bound to make, or permit to remain outstanding, such Protective Advances based upon their applicable Revolving Facility Percentages in accordance with the terms of this Agreement. All Protective Advances will be repaid by the applicable Borrowers on demand, will be secured by the Collateral and will bear interest as provided in this Agreement for Revolving Loans generally. No Protective Advance may remain outstanding for more than forty-five (45) days without the consent of the Required Lenders.

Agent shall request settlement (“Settlement”) with the Lenders on a weekly basis, or on a more frequent basis, upon the reasonable request of Borrower Agent or, otherwise, if so determined by Agent # on behalf of Swing Lender, with respect to the outstanding Swing Loans, # for itself, with respect to the outstanding Protective Advances, and # with respect to Borrowers’ or their Subsidiaries’ Collections or payments received, as to each by notifying the Lenders by telecopy, telephone, or other similar form of transmission, of such requested Settlement, no later than ​ (Eastern time) on the Business Day immediately prior to the date of such requested Settlement (the date of such requested Settlement being the “Settlement Date”). Such notice of a Settlement Date shall include a summary statement of the amount of outstanding Advances, Swing Loans, and Protective Advances for the period since the prior Settlement Date. Subject to the terms and conditions contained herein (including [Section 2.3(g)]): # if the amount of the Advances (including Swing Loans and Protective Advances) made by a Lender that is not a Defaulting Lender exceeds such Lender’s Pro Rata Share of the Advances (including Swing Loans and Protective Advances) as of a Settlement Date, then Agent shall, by no later than ​ (Eastern time) on the Settlement Date, transfer in immediately available funds to a Deposit Account of such Lender (as such Lender may designate), an amount such that each such Lender shall, upon receipt of such amount, have as of the Settlement Date, its Pro Rata Share of the Advances (including Swing Loans and Protective Advances), and # if the amount of the Advances (including Swing Loans and Protective Advances) made by a Lender is less than such Lender’s Pro Rata Share of the Advances (including Swing Loans and Protective Advances) as of a Settlement Date, such Lender shall no later than ​ (Eastern time) on the Settlement Date transfer in immediately available funds to Agent Payment Account, an amount such that each such Lender shall, upon transfer of such amount, have as of the Settlement Date, its Pro Rata Share of the Advances (including Swing Loans and Protective Advances). Such amounts made available to Agent under [clause (2)] of the immediately preceding sentence shall be applied against the amounts of the applicable Swing Loans or Protective Advances and, together with the portion of such Swing Loans or Protective Advances representing Swing Lender’s Pro Rata Share thereof, shall constitute Advances of such Lenders. If any such amount is not made available to Agent by any Lender on the Settlement Date applicable thereto to the extent required by the terms hereof, Agent shall be entitled to recover for its account such amount on demand from such Lender together with interest thereon at the Defaulting Lender Rate.

the aggregate Outstanding Amount of the Revolving Loans (including Protective Advances) of that Lender.

In determining whether a Lender's balance of the Revolving Loans, Swing Loans, and Protective Advances is less than, equal to, or greater than such Lender's Pro Rata Share of the Revolving Loans, Swing Loans, and Protective Advances as of a Settlement Date, Agent shall, as part of the relevant Settlement, apply to such balance the portion of payments actually received in good funds by Agent with respect to principal, interest, fees payable by Borrower and allocable to the Lenders hereunder, and proceeds of Collateral.

“Class”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans, Swingline Loans or Protective Advances or Overadvances.

Ratable Advances. Each Ratable Advance hereunder shall consist of Loans made to a Borrower from the several ​ 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 ​ make such Competitive Bid Advances.