Common use of Advances and Payments Clause in Contracts

Advances and Payments. (a) On the date requested by the Borrower for the funding of each Loan, the Agent shall be authorized (but not obligated) to advance, for the account of each of the Lenders, the amount of the Loan to be made by it in accordance with provisions of Article 2 hereof. Each of the Lenders hereby authorizes and requests the Agent to advance for its account, pursuant to the terms hereof, the amount of the Loan to be made by it, and each of the Lenders agrees forthwith to reimburse the Agent in immediately available funds for the amount so advanced on its behalf by the Agent. If any such reimbursement is not made in immediately available funds on the same day on which the Agent shall have made any such amount available on behalf of any Lender, such Lender shall pay interest to the Agent at a rate per annum equal to the Agent's cost of obtaining overnight funds in the New York Federal Funds Market for the first day following the time when such Lender fails to make the required reimbursement, and thereafter at a rate per annum equal to the Alternate Rate. (b) Any amounts received by the Agent in connection with this Agreement or the Notes the application of which is not otherwise provided for, shall be applied, first, to pay accrued but unpaid Commitment Fees in accordance with the Lenders' unused Commitments, second, to pay accrued but unpaid interest on the Notes in proportion to the amounts owed to each Lender, third, to repay the principal balance outstanding on the Notes (allocated in accordance with the outstanding amounts thereof owing to each Lender as set forth on the Schedule of Commitments attached as Schedule 1.1 hereto) and fourth, to pay other amounts payable to the Agent. All amounts to be paid to any of the Lenders by the Agent shall be credited to the Lenders, after collection by the Agent, in immediately available funds either by wire transfer or deposit in such Lender's correspondent account with the Agent, or as such Lender and the Agent shall from time to time agree.

Advances and Payments. (a) On the date requested by the Borrower for the funding of each Loan, the Administrative Agent shall be authorized (but not obligated) to advance, for the account of each of the Lenders, the amount of the Loan to be made by it in accordance with provisions of Article 2 hereofthis Agreement. Each of the Lenders hereby authorizes and requests the Administrative Agent to advance for its account, pursuant to the terms hereof, the amount of the Loan to be made by it, and each unless with respect to any Lender, such Lender has theretofore specifically notified the Administrative Agent that such Lender does not intend to fund that particular Loan. Each of the Lenders agrees forthwith to reimburse the Administrative Agent in immediately available funds for the amount so advanced on its behalf by the AgentAdministrative Agent pursuant to the immediately preceding sentence. If any such reimbursement is not made in immediately available funds on the same day on which the Administrative Agent shall have made any such amount available on behalf of any LenderLender in accordance with this Section 8.2, such Lender shall pay interest to the Administrative Agent at a rate per annum equal to the Administrative Agent's cost of obtaining overnight funds in the New York Federal Funds Market for Market. Notwithstanding the first day preceding sentence, if such reimbursement is not made by the second Business Day following the time when day on which the Administrative Agent shall have made any such amount available on behalf of any Lender or such Lender fails has indicated that it does not intend to make reimburse the required reimbursementAdministrative Agent, and thereafter the Borrower shall immediately pay such unreimbursed advance amount (plus any accrued, but unpaid interest at a the rate per annum equal applicable to ABR Loans) to the Alternate RateAdministrative Agent. (b) Any amounts received by the Administrative Agent in connection with this Agreement or the Notes the application of which is not otherwise provided for, for shall be applied, in accordance with each of the Lenders' pro rata interest therein, first, to pay accrued but unpaid Commitment Fees in accordance with the Lenders' unused CommitmentsFacility Fees, second, to pay accrued but unpaid interest on the Notes in proportion to the amounts owed to each LenderNotes, third, to repay the principal balance outstanding on the Notes (allocated in accordance with the outstanding amounts thereof owing to each Lender as set forth on the Schedule of Commitments attached as Schedule 1.1 hereto) and fourth, to pay other amounts payable to the AgentAdministrative Agent and/or the Lenders. All amounts to be paid to any of the Lenders by the Administrative Agent shall be credited to the Lenders, after collection by the Administrative Agent, in immediately available funds either by wire transfer or deposit in such Lender's correspondent account with the Administrative Agent, or as such Lender and the Administrative Agent shall from time to time agree.

Advances and Payments. (a) On the date requested by the Borrower for the funding of each Loan, the Administrative Agent shall be authorized (but not obligated) to advance, for the account of each of the applicable Lenders, the amount of the Loan to be made by it in accordance with provisions of Article 2 hereofthis Agreement. Each of the Lenders hereby authorizes and requests the Administrative Agent to advance for its account, pursuant to the terms hereof, the amount of the Loan to be made by it, and each unless with respect to any Lender, such Lender has theretofore specifically notified the Administrative Agent that such Lender does not intend to fund that particular Loan. Each of the Lenders agrees forthwith to reimburse the Administrative Agent in immediately available funds for the amount so advanced on its behalf by the AgentAdministrative Agent pursuant to the immediately preceding sentence. If any such reimbursement is not made in immediately available funds on the same day on which the Administrative Agent shall have made any such amount available on behalf of any LenderLender in accordance with this Section 8.2, such Lender shall pay interest to the Administrative Agent at a rate per annum equal to the Administrative Agent's ’s cost of obtaining overnight funds in the New York Federal Funds Market (or such other equivalent source of funds, as determined by the Administrative Agent, in respect of Loans denominated in a currency other than Dollars) for the first day period until such Lender makes such amount immediately available to the Administrative Agent. Notwithstanding the preceding sentence, if such reimbursement is not made by the second Business Day following the time when day on which the Administrative Agent shall have made any such amount available on behalf of any Lender or such Lender fails has indicated that it does not intend to make reimburse the required reimbursementAdministrative Agent, and thereafter the Borrower shall immediately pay such unreimbursed advance amount (plus any accrued, but unpaid interest at a the rate per annum equal to the Alternate Rateinterest rate applicable to such Loan) to the Administrative Agent. (b) Any amounts received by the Administrative Agent in connection with this Agreement or the Notes Loans the application of which is not otherwise provided for, for shall be applied, in accordance with each of the Lenders’ pro rata interest therein, first, to pay accrued but unpaid Commitment Facility Fees in accordance with the Lenders' unused Commitmentsand Utilization Fees, second, to pay accrued but unpaid interest on the Notes in proportion to the amounts owed to each LenderLoans, third, to repay pay the principal balance outstanding on the Notes (allocated in accordance with the outstanding amounts thereof owing to each Lender as set forth on the Schedule of Commitments attached as Schedule 1.1 hereto) Loans and fourth, to pay other amounts payable to the AgentAdministrative Agent and/or the Lenders. All amounts to be paid to any of the Lenders by the Administrative Agent shall be credited to the applicable Lenders, after collection by the Administrative Agent, in immediately available funds either by wire transfer or deposit in such Lender's ’s correspondent account with the Administrative Agent, or as such Lender and the Administrative Agent shall from time to time agree.

Advances and Payments. (a) On the date requested by the Borrower for the funding of each Loan, the Administrative Agent shall be authorized (but not obligated) to advance, for the account of each of the Lenders, the amount of the Loan to be made by it in accordance with provisions of Article 2 hereofthis Agreement. Each of the Lenders hereby authorizes and requests the Administrative Agent to advance for its account, pursuant to the terms hereof, the amount of the Loan to be made by it, and each unless with respect to any Lender, such Lender has theretofore specifically notified the Administrative Agent that such Lender does not intend to fund that particular Loan. Each of the Lenders agrees forthwith to reimburse the Administrative Agent in immediately available funds for the amount so advanced on its behalf by the AgentAdministrative Agent pursuant to the immediately preceding sentence. If any such reimbursement is not made in immediately available funds on the same day on which the Administrative Agent shall have made any such amount available on behalf of any LenderLender in accordance with this Section 8.2, such Lender shall pay interest to the Administrative Agent at a rate per annum equal to the Administrative Agent's ’s cost of obtaining overnight funds in the New York Federal Funds Market for Market. Notwithstanding the first day preceding sentence, if such reimbursement is not made by the second Business Day following the time when day on which the Administrative Agent shall have made any such amount available on behalf of any Lender or such Lender fails has indicated that it does not intend to make reimburse the required reimbursementAdministrative Agent, and thereafter the Borrower or the relevant Subsidiary Borrower shall immediately pay such unreimbursed advance amount (plus any accrued, but unpaid interest at a the rate per annum equal applicable to ABR Loans) to the Alternate RateAdministrative Agent. (b) Any amounts received by the Administrative Agent in connection with this Agreement or the Notes the application of which is not otherwise provided for, for shall be applied, in accordance with each of the Lenders’ pro rata interest therein where applicable, first, to pay amounts payable to the Administrative Agent and the Issuing Lenders, second, to pay accrued but unpaid Commitment Fees in accordance with the Lenders' unused CommitmentsFacility Fees, secondthird, to pay accrued but unpaid interest on the Notes in proportion to the amounts owed to each LenderLoans and letter of credit commissions, thirdfourth, to repay pay the principal balance outstanding on the Notes (allocated Loans and unpaid reimbursement obligations in accordance with the outstanding amounts thereof owing to each Lender as set forth on the Schedule respect of Commitments attached as Schedule 1.1 hereto) Letters of Credit and fourth, fifth to pay other amounts amount payable to the AgentLeaders. All amounts to be paid to any of the Lenders by the Administrative Agent shall be credited to the Lenders, promptly after collection by the Administrative Agent, in immediately available funds either by wire transfer or deposit in such Lender's ’s correspondent account with the Administrative Agent, or as such Lender and the Administrative Agent shall from time to time agree.

Advances and Payments. (a) On the date requested by the Borrower for the funding of each Loan, the Agent shall be authorized (but not obligated) to advance, for the account of each of the Lenders, the amount of the Loan to be made by it in accordance with provisions of Article 2 hereofits Revolving Credit Commitment Percentage hereunder. Each of the Lenders hereby authorizes and requests Should the Agent to advance for its accountdo so, pursuant to the terms hereof, the amount of the Loan to be made by it, and each of the Lenders agrees forthwith to reimburse the Agent in immediately available funds for the amount so advanced on its behalf by the Agent. If any such reimbursement is , together with interest at the Federal Funds Effective Rate if not made in immediately available funds so reimbursed on the same day on which date due from and including such date but not including the Agent shall have made any such amount available on behalf date of any Lender, such Lender shall pay interest to the Agent at a rate per annum equal to the Agent's cost of obtaining overnight funds in the New York Federal Funds Market for the first day following the time when such Lender fails to make the required reimbursement, and thereafter at a rate per annum equal to the Alternate Rate. (b) Any amounts received by the Agent in connection with this Agreement or (other than amounts to which the Notes Agent is entitled pursuant to Sections 2.18, 8.04 and 10.05), the application of which is not otherwise provided for, for in this Agreement shall be applied, (i) first, to pay accrued but unpaid Commitment Fees towards payment of fees and expenses then due under Sections 2.18 and 10.05, ratably among the parties entitled thereto in accordance with the Lenders' unused Commitmentsamounts of fees and expenses then due to such parties, (ii) second, to pay accrued but unpaid interest towards payment of interest, and Fees then due on account of the Notes in proportion to Loans, ratably among the amounts owed to each Lender, third, to repay the principal balance outstanding on the Notes (allocated parties entitled thereto in accordance with the outstanding amounts thereof owing of interest and Fees and (iii) third, towards payment of principal of the Loans then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to each Lender as set forth on the Schedule of Commitments attached as Schedule 1.1 hereto) and fourth, to pay other amounts payable to the Agentsuch parties. All amounts to be paid to any of the Lenders a Lender by the Agent shall be credited to the Lendersthat Lender, after collection by the Agent, in immediately available funds either by wire transfer or deposit in such that Lender's ’s correspondent account with the Agent, or as such Lender and the Agent shall from time to time agree.

Advances and Payments. (a) On the date requested by the Borrower for the funding of each Loan, the Administrative Agent shall be authorized (but not obligated) to advance, for the account of each of the applicable Lenders, the amount of the Loan to be made by it in accordance with provisions of Article 2 hereofthis Agreement. Each of the Lenders hereby authorizes and requests the Administrative Agent to advance for its account, pursuant to the terms hereof, the amount of the Loan to be made by it, and each unless with respect to any Lender, such Lender has theretofore specifically notified the Administrative Agent that such Lender does not intend to fund that particular Loan. Each of the Lenders agrees forthwith to reimburse the Administrative Agent in immediately available funds for the amount so advanced on its behalf by the AgentAdministrative Agent pursuant to the immediately preceding sentence. If any such reimbursement is not made in immediately available funds on the same day on which the Administrative Agent shall have made any such amount available on behalf of any LenderLender in accordance with this Section 8.2, such Lender shall pay interest to the Administrative Agent at a rate per annum equal to the Administrative Agent's cost of obtaining overnight funds in the New York Federal Funds Market for Market. Notwithstanding the first day preceding sentence, if such reimbursement is not made by the second Business Day following the time when day on which the Administrative Agent shall have made any such amount available on behalf of any Lender or such Lender fails has indicated that it does not intend to make reimburse the required reimbursementAdministrative Agent, and thereafter the Borrower shall immediately pay such unreimbursed advance amount (plus any accrued, but unpaid interest at a the rate per annum equal to the Alternate Rateinterest rate applicable to such Loan) to the Administrative Agent. (b) Any amounts received by the Administrative Agent in connection with this Agreement or the Notes Loans the application of which is not otherwise provided for, for shall be applied, in accordance with each of the Lenders' pro rata interest therein, first, to pay accrued but unpaid Commitment Facility Fees in accordance with the Lenders' unused Commitmentsand Utilization Fees, second, to pay accrued but unpaid interest on the Notes in proportion to the amounts owed to each LenderLoans, third, to repay pay the principal balance outstanding on the Notes (allocated in accordance with the outstanding amounts thereof owing to each Lender as set forth on the Schedule of Commitments attached as Schedule 1.1 hereto) Loans and fourth, to pay other amounts payable to the AgentAdministrative Agent and/or the Lenders. All amounts to be paid to any of the Lenders by the Administrative Agent shall be credited to the applicable Lenders, after collection by the Administrative Agent, in immediately available funds either by wire transfer or deposit in such Lender's correspondent account with the Administrative Agent, or as such Lender and the Administrative Agent shall from time to time agree.

Advances and Payments. (a) On the date requested by the Borrower for the funding of each Loan, the Administrative Agent shall be authorized (but not obligated) to advance, for the account of each of the Lenders, the amount of the Loan to be made by it in accordance with provisions of Article 2 hereofthis Agreement. Each of the Lenders hereby authorizes and requests the Administrative Agent to advance for its account, pursuant to the terms hereof, the amount of the Loan to be made by it, and each unless with respect to any Lender, such Lender has theretofore specifically notified the Administrative Agent that such Lender does not intend to fund that particular Loan. Each of the Lenders agrees forthwith to reimburse the Administrative Agent in immediately available funds for the amount so advanced on its behalf by the AgentAdministrative Agent pursuant to the immediately preceding sentence. If any such reimbursement is not made in immediately available funds on the same day on which the Administrative Agent shall have made any such amount available on behalf of any LenderLender in accordance with this Section 8.2, such Lender shall pay interest to the Administrative Agent at a rate per annum equal to the Administrative Agent's cost of obtaining overnight funds in the New York Federal Funds Market for Market. Notwithstanding the first day preceding sentence, if such reimbursement is not made by the second Business Day following the time when day on which the Administrative Agent shall have made any such amount available on behalf of any Lender or such Lender fails has indicated that it does not intend to make reimburse the required reimbursementAdministrative Agent, and thereafter the Borrower shall immediately pay such unreimbursed advance amount (plus any accrued, but unpaid interest at a the rate per annum equal applicable to ABR Loans) to the Alternate RateAdministrative Agent. (b) Any amounts received by the Administrative Agent in connection with this Agreement or the Notes the application of which is not otherwise provided for, for shall be applied, in accordance with each of the Lenders' pro rata interest therein, first, to pay accrued but unpaid Commitment Facility Fees in accordance with the Lenders' unused Commitmentsand Utilization Fees, second, to pay accrued but unpaid interest on the Notes in proportion to the amounts owed to each LenderNotes, third, to repay the principal balance outstanding on the Notes (allocated in accordance with the outstanding amounts thereof owing to each Lender as set forth on the Schedule of Commitments attached as Schedule 1.1 hereto) and fourth, to pay other amounts payable to the AgentAdministrative Agent and/or the Lenders. All amounts to be paid to any of the Lenders by the Administrative Agent shall be credited to the Lenders, promptly after collection by the Administrative Agent, in immediately available funds either by wire transfer or deposit in such Lender's correspondent account with the Administrative Agent, or as such Lender and the Administrative Agent shall from time to time agree.

Advances and Payments. (a) On the date requested by of the Borrower for making of the funding of each LoanTerm Loans, the Administrative Agent shall be authorized (but not obligated) to advance, for the account of each of the Lenders, the amount of the Term Loan to be made by it in accordance with provisions of Article 2 hereofthis Agreement. Each of the Lenders hereby authorizes and requests the Administrative Agent to advance for its account, pursuant to the terms hereof, the amount of the Term Loan to be made by it, and each unless with respect to any Lender, such Lender has theretofore specifically notified the Administrative Agent that such Lender does not intend to fund that particular Term Loan. Each of the Lenders agrees forthwith to reimburse the Administrative Agent in immediately available funds for the amount so advanced on its behalf by the AgentAdministrative Agent pursuant to the immediately preceding sentence. If any such reimbursement is not made in immediately available funds on the same day on which the Administrative Agent shall have made any such amount available on behalf of any LenderLender in accordance with this Section 8.2, such Lender shall pay interest to the Administrative Agent at a rate per annum equal to the Administrative Agent's cost of obtaining overnight funds in the New York Federal Funds Market for Market. Notwithstanding the first day preceding sentence, if such reimbursement is not made by the second Business Day following the time when day on which the Administrative Agent shall have made any such amount available on behalf of any Lender or such Lender fails has indicated that it does not intend to make reimburse the required reimbursementAdministrative Agent, and thereafter the Borrower shall immediately pay such unreimbursed advance amount (plus any accrued, but unpaid interest at a the rate per annum equal applicable to ABR Term Loans) to the Alternate RateAdministrative Agent. (b) Any amounts received by the Administrative Agent in connection with this Agreement or the Term Notes the application of which is not otherwise provided for, for shall be applied, first, to pay accrued but unpaid Commitment Fees in accordance with each of the Lenders' unused Commitmentspro rata interest therein (and subject to Section 9.3(k) with respect to any Lender which meets its obligations hereunder by or through an SPC), secondfirst, to pay accrued but unpaid interest on the Notes in proportion to the amounts owed to each LenderTerm Loans, thirdsecond, to repay pay the principal balance outstanding on the Notes (allocated in accordance with the outstanding amounts thereof owing to each Lender as set forth on the Schedule of Commitments attached as Schedule 1.1 hereto) Term Loans and fourththird, to pay other amounts payable to the AgentAdministrative Agent and/or the Lenders. All amounts to be paid to any of the Lenders by the Administrative Agent shall be credited to the Lenders, after collection by the Administrative Agent, in immediately available funds either by wire transfer or deposit in such Lender's correspondent account with the Administrative Agent, or as such Lender and the Administrative Agent shall from time to time agree.

Advances and Payments. (a) On the date requested by the Borrower for the funding of each LoanLoan of any Class, the Administrative Agent shall be authorized (but not obligated) to advance, for the account of each of the LendersLenders of such Class, the amount of the Loan to be made by it such Lender in accordance with provisions of Article 2 hereofits Commitment hereunder. Each of Should the Lenders hereby authorizes and requests the Administrative Agent to advance for its accountdo so, pursuant to the terms hereof, the amount of the Loan to be made by it, and each of the Lenders agrees forthwith to reimburse the Administrative Agent in immediately available funds for the amount so advanced on its behalf by the Administrative Agent. If any such reimbursement is , together with interest at the Federal Funds Rate if not made in immediately available funds so reimbursed on the same day on which date due from and including such date but not including the Agent shall have made any such amount available on behalf date of any Lender, such Lender shall pay interest to the Agent at a rate per annum equal to the Agent's cost of obtaining overnight funds in the New York Federal Funds Market for the first day following the time when such Lender fails to make the required reimbursement, and thereafter at a rate per annum equal to the Alternate Rate. (b) Any amounts received by the Administrative Agent in connection with this Agreement or (other than amounts to which the Notes Administrative Agent is entitled pursuant to Sections 2.22, 8.06, 9.05 and 9.06), the application of which is not otherwise provided forfor in this Agreement, shall be applied, first, in accordance with each Lender’s applicable Class Percentage to pay ratably accrued but unpaid Ticking Fees, Commitment Fees and Letter of Credit Fees, and second, ratably, (x) in accordance with the Lenders' unused Commitments, second, each Revolving Credit Lender’s Class Percentage to pay accrued but unpaid interest on the Notes in proportion to the amounts owed to each Lender, third, to repay and the principal balance outstanding on the Notes of all Revolving Credit Loans and all unreimbursed Letter of Credit drawings, (allocated y) in accordance with the outstanding amounts thereof owing to each Lender as set forth on the Schedule of Commitments attached as Schedule 1.1 hereto) and fourth, Tranche B Lender’s Class Percentage to pay other amounts payable accrued but unpaid interest and the principal balance outstanding of all Tranche B Term Loans and (z) in accordance with each Tranche C Lender’s Class Percentage to pay accrued but unpaid interest and the Agentprincipal balance outstanding of all Tranche C Term Loans. All amounts to be paid to any of the Lenders a Lender by the Administrative Agent shall be credited to the Lendersthat Lender, after collection by the Administrative Agent, in immediately available funds either by wire transfer or deposit in such that Lender's ’s correspondent account with the Administrative Agent, or as such Lender and the Administrative Agent shall from time to time agree.

Advances and Payments. (a) On the date requested by the Borrower for the funding of each Loan, the Agent shall be authorized (but not obligated) to advance, for the account of each of the Lenders, the amount of the Loan to be made by it in accordance with provisions of Article 2 hereofits Revolving Credit Commitment Percentage hereunder. Each of the Lenders hereby authorizes and requests Should the Agent to advance for its accountdo so, pursuant to the terms hereof, the amount of the Loan to be made by it, and each of the Lenders agrees forthwith to reimburse the Agent in immediately available funds for the amount so advanced on its behalf by the Agent. If any such reimbursement is , together with interest at the Federal Funds Effective Rate if not made in immediately available funds so reimbursed on the same day on which date due from and including such date but not including the Agent shall have made any such amount available on behalf date of any Lender, such Lender shall pay interest to the Agent at a rate per annum equal to the Agent's cost of obtaining overnight funds in the New York Federal Funds Market for the first day following the time when such Lender fails to make the required reimbursement, and thereafter at a rate per annum equal to the Alternate Rate. (b) Any amounts received by the Agent in connection with this Agreement or (other than amounts to which the Notes Agent is entitled pursuant to Sections 2.20, 8.04 and 10.05), the application of which is not otherwise provided for, for in this Agreement shall be applied, (i) first, to pay accrued but unpaid Commitment Fees towards payment of fees and expenses then due under Sections 2.20 and 10.05, ratably among the parties entitled thereto in accordance with the Lenders' unused Commitmentsamounts of fees and expenses then due to such parties, (ii) second, to pay accrued but unpaid interest towards payment of interest, Commitment Fee and Letter of Credit Fees then due on account of the Notes in proportion to Loans and Letters of Credit, ratably among the amounts owed to each Lender, third, to repay the principal balance outstanding on the Notes (allocated parties entitled thereto in accordance with the outstanding amounts thereof owing of interest, Commitment Fee and Letter of Credit Fees then due to each Lender as set forth on such parties and (iii) third, towards payment of principal of the Schedule Loans and unreimbursed LC Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of Commitments attached as Schedule 1.1 hereto) principal and fourth, unreimbursed LC Disbursements then due to pay other amounts payable to the Agentsuch parties. All amounts to be paid to any of the Lenders a Lender by the Agent shall be credited to the Lendersthat Lender, after collection by the Agent, in immediately available funds either by wire transfer or deposit in such that Lender's ’s correspondent account with the Agent, or as such Lender and the Agent shall from time to time agree.

Advances and Payments. (a) On the date requested by the Borrower for the funding of each Loan, the Administrative Agent shall be authorized (but not obligated) to advance, for the account of each of the Lenders, the amount of the Loan to be made by it in accordance with provisions of Article 2 hereofthis Agreement. Each of the Lenders hereby authorizes and requests the Administrative Agent to advance for its account, pursuant to the terms hereof, the amount of the Loan to be made by it, and each unless with respect to any Lender, such Lender has theretofore specifically notified the Administrative Agent that such Lender does not intend to fund that particular Loan. Each of the Lenders agrees forthwith to reimburse the Administrative Agent in immediately available funds for the amount so advanced on its behalf by the AgentAdministrative Agent pursuant to the immediately preceding sentence. If any such reimbursement is not made in immediately available funds on the same day on which the Administrative Agent shall have made any such amount available on behalf of any LenderLender in accordance with this Section 8.2, such Lender shall pay interest to the Administrative Agent at a rate per annum equal to the Administrative Agent's ’s cost of obtaining overnight funds in the New York Federal Funds Market for Market. Notwithstanding the first day preceding sentence, if such reimbursement is not made by the second Business Day following the time when day on which the Administrative Agent shall have made any such amount available on behalf of any Lender or such Lender fails has indicated that it does not intend to make reimburse the required reimbursementAdministrative Agent, and thereafter the Borrower or the relevant Subsidiary Borrower shall immediately pay such unreimbursed advance amount (plus any accrued, but unpaid interest at a the rate per annum equal applicable to ABR Loans) to the Alternate RateAdministrative Agent. (b) Any amounts received by the Administrative Agent in connection with this Agreement or the Notes the application of which is not otherwise provided for, for shall be applied, in accordance with each of the Lenders’ pro rata interest therein, first, to pay accrued but unpaid Commitment Fees in accordance with the Lenders' unused CommitmentsFacility Fees, second, to pay accrued but unpaid Utilization Fees, third, to pay accrued but unpaid interest on the Notes in proportion to the amounts owed to each LenderLoans, thirdfourth, to repay the principal balance outstanding on the Notes (allocated in accordance with the outstanding amounts thereof owing to each Lender as set forth on the Schedule of Commitments attached as Schedule 1.1 hereto) Loans and fourthfifth, to pay other amounts payable to the AgentAdministrative Agent and/or the Lenders. All amounts to be paid to any of the Lenders by the Administrative Agent shall be credited to the Lenders, promptly after collection by the Administrative Agent, in immediately available funds either by wire transfer or deposit in such Lender's ’s correspondent account with the Administrative Agent, or as such Lender and the Administrative Agent shall from time to time agree.

Advances and Payments. (a) On the date requested by the Borrower for the funding of each Loan, the Administrative Agent shall be authorized (but not obligated) to advance, for the account of each of the applicable Lenders, the amount of the Loan to be made by it in accordance with provisions of Article 2 hereofthis Agreement. Each of the Lenders hereby authorizes and requests the Administrative Agent to advance for its account, pursuant to the terms hereof, the amount of the Loan to be made by it, and each unless with respect to any Lender, such Lender has theretofore specifically notified the Administrative Agent that such Lender does not intend to fund that particular Loan. Each of the Lenders agrees forthwith to reimburse the Administrative Agent in immediately available funds for the amount so advanced on its behalf by the AgentAdministrative Agent pursuant to the immediately preceding sentence. If any such reimbursement is not made in immediately available funds on the same day on which the Administrative Agent shall have made any such amount available on behalf of any LenderLender in accordance with this Section 8.2, such Lender shall pay interest to the Administrative Agent at a rate per annum equal to the Administrative Agent's ’s cost of obtaining overnight funds in the New York Federal Funds Market (or such other equivalent source of funds, as determined by the Administrative Agent, in respect of Loans denominated in a currency other than Dollars) for the first day period until such Lender makes such amount immediately available to the Administrative Agent. Notwithstanding the preceding sentence, if such reimbursement is not made by the second Business Day following the time when day on which the Administrative Agent shall have made any such amount available on behalf of any Lender or such Lender fails has indicated that it does not intend to make reimburse the required reimbursementAdministrative Agent, and thereafter the Borrower shall immediately pay such unreimbursed advance amount (plus any accrued, but unpaid interest at a the rate per annum equal to the Alternate Rateinterest rate applicable to such Loan) to the Administrative Agent. (b) Any amounts received by the Administrative Agent in connection with this Agreement or the Notes Loans the application of which is not otherwise provided for, for shall be applied, in accordance with each of the Lenders’ pro rata interest therein, first, to pay costs, expense and other amounts owed to the Administrative Agent in its capacity as such, second, to pay accrued but unpaid Commitment Fees in accordance with the Lenders' unused CommitmentsFacility Fees, secondthird, to pay accrued but unpaid interest on the Notes in proportion to the amounts owed to each LenderLoans, thirdfourth, to repay pay the principal balance outstanding on the Notes (allocated in accordance with the outstanding amounts thereof owing to each Lender as set forth on the Schedule of Commitments attached as Schedule 1.1 hereto) Loans and fourthfifth, to pay other amounts payable to the AgentAdministrative Agent and/or the Lenders. All amounts to be paid to any of the Lenders by the Administrative Agent shall be credited to the applicable Lenders, after collection by the Administrative Agent, in immediately available funds either by wire transfer or deposit in such Lender's ’s correspondent account with the Administrative Agent, or as such Lender and the Administrative Agent shall from time to time agree.

Advances and Payments. (a) On the date requested by of the Borrower for making of the funding of each LoanLoans, the Administrative Agent shall be authorized (but not obligated) to advance, for the account of each of the Lenders, the amount of the Loan to be made by it in accordance with provisions of Article 2 hereofthis Agreement. Each of the Lenders hereby authorizes and requests the Administrative Agent to advance for its account, pursuant to the terms hereof, the amount of the Loan to be made by it, and each unless with respect to any Lender, such Lender has theretofore specifically notified the Administrative Agent that such Lender does not intend to fund that particular Loan. Each of the Lenders agrees forthwith to reimburse the Administrative Agent in immediately available funds for the amount so advanced on its behalf by the AgentAdministrative Agent pursuant to the immediately preceding sentence. If any such reimbursement is not made in immediately available funds on the same day on which the Administrative Agent shall have made any such amount available on behalf of any LenderLender in accordance with this Section 8.2, such Lender shall pay interest to the Administrative Agent at a rate per annum equal to the Administrative Agent's ’s cost of obtaining overnight funds in the New York Federal Funds Market for Market. Notwithstanding the first day preceding sentence, if such reimbursement is not made by the second Business Day following the time when day on which the Administrative Agent shall have made any such amount available on behalf of any Lender or such Lender fails has indicated that it does not intend to make reimburse the required reimbursementAdministrative Agent, and thereafter the Borrower shall immediately pay such unreimbursed advance amount (plus any accrued, but unpaid interest at a the rate per annum equal applicable to ABR Loans) to the Alternate RateAdministrative Agent. (b) Any amounts received by the Administrative Agent in connection with this Agreement or the Notes the application of which is not otherwise provided for, for shall be applied, first, to pay accrued but unpaid Commitment Fees in accordance with each of the Lenders' unused Commitments’ pro rata interest therein, secondfirst, to pay accrued but unpaid interest on the Notes in proportion to the amounts owed to each LenderLoans, thirdsecond, to repay the principal balance outstanding on the Notes (allocated in accordance with the outstanding amounts thereof owing to each Lender as set forth on the Schedule of Commitments attached as Schedule 1.1 hereto) Loans and fourththird, to pay other amounts payable to the AgentAdministrative Agent and/or the Lenders. All amounts to be paid to any of the Lenders by the Administrative Agent shall be credited to the Lenders, promptly after collection by the Administrative Agent, in immediately available funds either by wire transfer or deposit in such Lender's ’s correspondent account with the Administrative Agent, or as such Lender and the Administrative Agent shall from time to time agree.

Advances and Payments. (a) On the date requested by the Borrower for the funding of each Loan, the Agent shall be authorized (but not obligated) to advance, for the account of each of the Lenders, the amount of the Loan to be made by it in accordance with provisions of Article 2 hereofits Tranche A Commitment or Tranche B Commitment, as the case may be, hereunder. Each of the Lenders hereby authorizes and requests Should the Agent to advance for its accountdo so, pursuant to the terms hereof, the amount of the Loan to be made by it, and each of the Lenders agrees forthwith to reimburse the Agent in immediately available funds for the amount so advanced on its behalf by the Agent. If any such reimbursement is , together with interest at the Federal Funds Effective Rate if not made in immediately available funds so reimbursed on the same day on which date due from and including such date but not including the Agent shall have made any such amount available on behalf date of any Lender, such Lender shall pay interest to the Agent at a rate per annum equal to the Agent's cost of obtaining overnight funds in the New York Federal Funds Market for the first day following the time when such Lender fails to make the required reimbursement, and thereafter at a rate per annum equal to the Alternate Rate. (b) Any amounts received by the Agent in connection with this Agreement or (other than amounts to which the Notes Agent is entitled pursuant to Sections 2.20, 8.04 and 10.05), the application of which is not otherwise provided for, for in this Agreement shall be applied, first, in accordance with each Lender's Tranche A Commitment Percentage or Tranche B Commitment Percentage to pay accrued but unpaid Commitment Fees or Letter of Credit Fees, second, in accordance with the Lenders' unused Commitments, second, each Lender's Tranche A Commitment Percentage to pay accrued but unpaid interest on the Notes in proportion to the amounts owed to each Lender, third, to repay and the principal balance outstanding on and all LC Disbursements in respect of the Notes (allocated Tranche A Commitment and third, in accordance with the outstanding amounts thereof owing to each Lender as set forth on the Schedule of Commitments attached as Schedule 1.1 hereto) and fourth, Lender's Tranche B Commitment Percentage to pay other amounts payable to accrued but unpaid interest and the Agentprincipal balance outstanding in respect of the Tranche B Loan. All amounts to be paid to any of the Lenders a Lender by the Agent shall be credited to the Lendersthat Lender, after collection by the Agent, in immediately available funds either by wire transfer or deposit in such that Lender's correspondent account with the Agent, or as such Lender and the Agent shall from time to time agree.

Advances and Payments. (a) On the date requested by the Borrower for the funding of each Loan, the Administrative Agent shall be authorized (but not obligated) to advance, for the account of each of the applicable Lenders, the amount of the Loan to be made by it in accordance with provisions of Article 2 hereofthis Agreement. Each of the Lenders hereby authorizes and requests the Administrative Agent to advance for its account, pursuant to the terms hereof, the amount of the Loan to be made by it, and each unless with respect to any Lender, such Lender has theretofore specifically notified the Administrative Agent that such Lender does not intend to fund that particular Loan. Each of the Lenders agrees forthwith to reimburse the Administrative Agent in immediately available funds for the amount so advanced on its behalf by the AgentAdministrative Agent pursuant to the immediately preceding sentence. If any such reimbursement is not made in immediately available funds on the same day on which the Administrative Agent shall have made any such amount available on behalf of any LenderLender in accordance with this Section 8.2, such Lender shall pay interest to the Administrative Agent at a rate per annum equal to the Administrative Agent's cost of obtaining overnight funds in the New York Federal Funds Market for Market. Notwithstanding the first day preceding sentence, if such reimbursement is not made by the second Business Day following the time when day on which the Administrative Agent shall have made any such amount available on behalf of any Lender or such Lender fails has indicated that it does not intend to make reimburse the required reimbursementAdministrative Agent, and thereafter the Borrower shall immediately pay such unreimbursed advance amount (plus any accrued, but unpaid interest at a the rate per annum equal to the Alternate RateAdministrative Agent's cost of obtaining overnight funds in the New York Federal Funds Market) to the Administrative Agent. (b) Any amounts received by the Administrative Agent in connection with this Agreement or the Notes the application of which is not otherwise provided for, for shall be applied, in accordance with each of the Lenders' pro rata interest therein, first, to pay accrued but unpaid Commitment Fees in accordance with the Lenders' unused CommitmentsFacility Fees, second, to pay accrued but unpaid interest on the Notes in proportion to the amounts owed to each LenderNotes, third, to repay pay the principal balance outstanding on the Notes (allocated in accordance with the outstanding amounts thereof owing to each Lender as set forth on the Schedule of Commitments attached as Schedule 1.1 hereto) and fourth, to pay other amounts payable to the AgentAdministrative Agent and/or the Lenders. All amounts to be paid to any of the Lenders by the Administrative Agent shall be credited to the applicable Lenders, after collection by the Administrative Agent, in immediately available funds either by wire transfer or deposit in such Lender's correspondent account with the Administrative Agent, or as such Lender and the Administrative Agent shall from time to time agree.

Advances and Payments. (a) On the date requested by the Borrower for the funding of each Loan, the Agent shall be authorized (but not obligated) to advance, for the account of each of the DIP Lenders, the amount of the Loan to be made by it in accordance with provisions of Article 2 hereofits Commitment hereunder. Each of the Lenders hereby authorizes and requests Should the Agent to advance for its accountdo so, pursuant to the terms hereof, the amount of the Loan to be made by it, and each of the DIP Lenders agrees forthwith to reimburse the Agent in immediately available funds for the amount so advanced on its behalf by the Agent. If any such reimbursement is , together with interest at the Federal Funds Effective Rate if not made in immediately available funds so reimbursed on the same day on which date due from and including such date but not including the Agent shall have made any such amount available on behalf date of any Lender, such Lender shall pay interest to the Agent at a rate per annum equal to the Agent's cost of obtaining overnight funds in the New York Federal Funds Market for the first day following the time when such Lender fails to make the required reimbursement, and thereafter at a rate per annum equal to the Alternate Rate. (b) Any amounts received by the Agent in connection with this Agreement or (other than amounts to which the Notes Agent is entitled pursuant to Sections 2.19, 8.06, 10.05 and 10.06), the application of which is not otherwise provided for, for in this Agreement shall be applied, firstFIRST, in accordance with each DIP Lender's Commitment Percentage to pay accrued but unpaid Commitment Fees or Letter of Credit Fees, and SECOND, in accordance with the Lenders' unused Commitments, second, each DIP Lender's Commitment Percentage to pay accrued but unpaid interest on the Notes in proportion to the amounts owed to each Lender, third, to repay and the principal balance outstanding on the Notes (allocated in accordance with the outstanding amounts thereof owing to each Lender as set forth on the Schedule and all reimbursed Letter of Commitments attached as Schedule 1.1 hereto) and fourth, to pay other amounts payable to the AgentCredit drawings. All amounts to be paid to any of the Lenders a DIP Lender by the Agent shall be credited to the Lendersthat DIP Lender, after collection by the Agent, in immediately available funds either by wire transfer or deposit in such that DIP Lender's correspondent account with the Agent, or as such DIP Lender and the Agent shall from time to time agree.

Advances and Payments. (a) On the date requested by the Borrower for the funding of each Loan, the Agent shall be authorized (but not obligated) to advance, for the account of each of the Lenders, the amount of the Loan to All Advances will be made by it in accordance with provisions of Article 2 hereof. Each Agent on behalf of the Lenders hereby authorizes and requests on the requested date of Advance, except that the Pro Rata Share of any Lender which the Agent receives after 1:00 p.m. Detroit time on the requested date of Advance, or at any time after the requested date of Advance, will be disbursed on the Business Day following its receipt. Nothing in this Agreement or any other Loan Document is to be construed to require Agent to advance for its account, pursuant to the terms hereof, the amount of the Loan to be made by it, and each of the Lenders agrees forthwith to reimburse the Agent in immediately available funds for the amount so advanced on its behalf by the Agent. If any such reimbursement is not made in immediately available funds on the same day on which the Agent shall have made any such amount available on behalf of any Lender, such Lender shall pay interest or to the Agent at a rate per annum equal to the Agent's cost of obtaining overnight funds in the New York Federal Funds Market for the first day following the time when such relieve any Lender fails from its obligations to make the required reimbursement, and thereafter at its Pro Rata Share of Advances or to prejudice any rights that Borrower may have against any Lender as a rate per annum equal to the Alternate Rateresult of any default by that Lender hereunder. (b) Any amounts received by In order to minimize transfers between the Agent in connection with this Agreement and each Lender of funds representing the Lender's Pro Rata Share of an Advance, a Borrower payment, or (to the Notes extent that Agent has not been promptly reimbursed by Borrower) other amounts for which the application Agent is entitled to Lender reimbursement or indemnification, coincidental transfer and loan account adjustments may be made on a "net" basis. Not later than the Business Day immediately preceding the date of a Base Rate Advance and not later than three (3) Business Days immediately preceding the date of a LIBOR Rate Advance, or not later than the Business Day immediately prior to a date on which Lender reimbursement of the Agent is requested, Agent will advise each Lender by telephone, telex or telecopy as to the purpose and aggregate amount to be disbursed or paid by Agent and the date of Advance or actual anticipated payment date, as the case may be; the amount which is not otherwise provided forsuch Lender's Pro Rata Share thereof; and, shall if in order to cause all loan accounts maintained by Agent for such Lender to conform to its Pro Rata Share of the Loan, the amount which such Lender is requested to remit to Agent will be applieddifferent, first, the identity of the loan account(s) requiring adjustment and the nature and amounts due to pay accrued but unpaid Commitment Fees in accordance or from the Lender with the Lenders' unused Commitments, second, to pay accrued but unpaid interest on the Notes in proportion to the amounts owed to each Lender, third, to repay the principal balance outstanding on the Notes (allocated in accordance with the outstanding amounts thereof owing to each Lender as set forth on the Schedule of Commitments attached as Schedule 1.1 hereto) and fourth, to pay other amounts payable to the Agentrespect thereto. All amounts which a Lender is required to remit to Agent will be paid made available to Agent by transfer of same-day funds to the designated wire account of Agent not later than 1:00 p.m. Detroit time on the date of Advance, as evidenced by a wire transfer number or actual receipt by Agent. Agent will have no liability to Borrower for the failure of any Lender to make an Advance on the date of Advance, and if any date of Advance is on a day when any of the Lenders are not open for business, then each Lender shall transfer to Agent its Pro Rata Share on the next day such Lender is open for business. (c) All Loan payments in respect of Advances, interest, fees or expenses incurred by the Agent shall Lenders and required by Borrower to be credited to the Lenders, after collection by the Agent, in reimbursed will be deemed paid when immediately available funds either U.S. currency or its equivalent is paid in the amount required by wire transfer Borrower to Agent. On the Business Day Agent receives a Borrower payment, Agent will advise each Lender by telephone, telex or deposit in telecopy of the aggregate amount and such Lender's correspondent Pro Rata Share of amounts actually received by Agent in respect of Advances, interest, fees, or, to the extent that the Lenders previously have remitted to Agent therefor, reimbursements for other amounts for which Agent has required Lender reimbursement or indemnification. Agent will pay to such Lender on the same Business Day, by transfer to such Lender's wire account with the Agent(as specified by such Lender on Exhibit 8.2 to this Agreement, or as amended by such Lender and the Agent shall from time to time agreeafter the date hereof) its Pro Rata Share, "netted" as permitted herein, of any such payment received by Agent not later than 1:00 p.m. Detroit time, and otherwise on the next Business Day. (d) Any Agent payment to a Lender under this Agreement in the belief or expectation that a related payment has been or will be received by Agent from Borrower, which related payment in fact is not received by Agent, will entitle Agent to recover such amount from the Lender without set-off, counterclaim or deduction of any kind. If Agent determines at any time that an amount received by Agent under this Agreement must be returned to Borrower or paid to any other Person pursuant to any solvency law or otherwise, then, notwithstanding any other term or condition of this Agreement, Agent will not be required to distribute any portion thereof to any Lender. However, if Agent has previously distributed such amount, each Lender will repay to Agent on demand any portion of such amount that Agent has distributed to such Lender, together with interest at such rate, if any, as Agent is required to pay to Borrower or such other Person, without set-off, counterclaim or deduction of any kind by the Lender.

Advances and Payments. (a) On the date requested by the Borrower for the funding of each Loan, (x) the Agent shall be authorized (but not obligated) to advance, for the account of each of the Lenders, the amount of the Loan to be made by it in accordance with provisions of Article 2 hereofits Percentage hereunder. Each of the Lenders hereby authorizes and requests the Agent to advance for its account, pursuant to the terms hereof, the amount of the Loan to be made by it, and each of the Lenders agrees forthwith to reimburse the Agent Agent, in immediately available funds for the amount so advanced on its behalf by the Agent. If any such reimbursement is not made in immediately available funds on the same day on which the Agent shall have made any such amount available on behalf of any Lender, such Lender shall pay interest to the Agent Agent, at a rate per annum equal to the Agent's ’s cost of obtaining overnight funds in the New York Federal Funds Market for the first day three days following the time when such the Lender fails to make the required reimbursement, and thereafter at a rate per annum equal to the Alternate RateBase Rate plus the Applicable Margin for Alternate Base Rate Loans plus the default rate applicable to Alternate Base Rate Loans as set forth in Section 2.9 hereof. If and to the extent that any such reimbursement shall not have been made to the Agent, the Borrower agrees to repay to the Agent forthwith on demand a corresponding amount with interest thereon for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, in the case of an Alternate Base Rate Loan, at the Alternate Base Rate plus the Applicable Margin for Alternate Base Rate Loans plus the default rate applicable to Alternate Base Rate Loans as set forth in Section 2.9 hereof and in the case of a Eurodollar Loan, at the LIBO Rate plus the Applicable Margin for Eurodollar Loans plus the default rate applicable to Eurodollar Loans as set forth in Section 2.9 hereof. (b) Any As between the Agent and the Lenders, any amounts received by the Agent in connection with this Agreement or the Notes Fundamental Documents, the application of which is not otherwise provided for, shall be applied, first, to pay the accrued but unpaid Commitment Fees in accordance with the Lenders' unused Commitmentseach Lender’s Percentage, second, to pay accrued but unpaid interest on the Notes Loans in proportion to accordance with the amounts amount of outstanding Loans owed to each Lender, third, to repay pay the principal balance outstanding on the Notes Loans (allocated with amounts payable on the principal balance outstanding on the Loans in accordance with the amount of outstanding amounts thereof owing Loans owed to each Lender as set forth on Lender), and amounts then due in respect of unreimbursed draws under the Schedule Letter of Commitments attached as Schedule 1.1 hereto) and Credit, fourth, to pay amounts outstanding under Currency Agreements and Interest Rate Protection Agreements, and fifth, to pay any other amounts payable to the Agentthen due under this Credit Agreement. All amounts to be paid to any of the Lenders Lender by the Agent shall be credited to the Lendersthat Lender, after collection by the Agent, in immediately available funds either by wire transfer or deposit in such Lender's ’s correspondent account with the Agent, Agent or as such Lender and the Agent shall from time to time agree.

Advances and Payments. (a) On the date requested by the Borrower for the funding of each Loan, the Administrative Agent shall be authorized (but not obligated) to advance, for the account of each of the Lenders, the amount of the Loan to be made by it in accordance with provisions of Article 2 hereofthis Agreement. Each of the Lenders hereby authorizes and requests the Administrative Agent to advance for its account, pursuant to the terms hereof, the amount of the Loan to be made by it, and each unless with respect to any Lender, such Lender has theretofore specifically notified the Administrative Agent that such Lender does not intend to fund that particular Loan. Each of the Lenders agrees forthwith to reimburse the Administrative Agent in immediately available funds for the amount so advanced on its behalf by the AgentAdministrative Agent pursuant to the immediately preceding sentence. If any such reimbursement is not made in immediately available funds on the same day on which the Administrative Agent shall have made any such amount available on behalf of any LenderLender in accordance with this Section 8.2, such Lender shall pay interest to the Administrative Agent at a rate per annum equal to the Administrative Agent's ’s cost of obtaining overnight funds in the New York Federal Funds Market for Market. Notwithstanding the first day preceding sentence, if such reimbursement is not made by the second Business Day following the time when day on which the Administrative Agent shall have made any such amount available on behalf of any Lender or such Lender fails has indicated that it does not intend to make reimburse the required reimbursementAdministrative Agent, and thereafter the Borrower or the relevant Subsidiary Borrower shall immediately pay such unreimbursed advance amount (plus any accrued, but unpaid interest at a the rate per annum equal applicable to ABR Loans) to the Alternate RateAdministrative Agent. (b) Any amounts received by the Administrative Agent in connection with this Agreement or the Notes the application of which is not otherwise provided for, for shall be applied, in accordance with each of the Lenders’ pro rata interest therein, first, to pay accrued but unpaid Commitment Fees in accordance with the Lenders' unused CommitmentsFacility Fees, second, to pay accrued but unpaid Utilization Fees, third, to pay accrued but unpaid interest on the Notes in proportion to the amounts owed to each LenderLoans, thirdfourth, to repay the principal balance outstanding on the Notes (allocated in accordance with the outstanding amounts thereof owing to each Lender as set forth on the Schedule of Commitments attached as Schedule 1.1 hereto) Loans and fourthfifth, to pay other amounts payable to the AgentAdministrative Agent and/or the Lenders. All amounts to be paid to any of the Lenders by the Administrative Agent shall be credited to the Lenders, promptly after collection by the Administrative Agent, in immediately available funds either by wire transfer or deposit in such Lender's ’s correspondent account with the Administrative Agent, or as such Lender and the Administrative Agent shall from time to time agree.

Advances and Payments. (a) On the date requested by the Borrower for the funding of each Loan, the Administrative Agent shall be authorized (but not obligated) to advance, for the account of each of the applicable Lenders, the amount of the applicable Loan to be made by it in accordance with provisions its proportionate share of Article 2 hereofits Commitment hereunder. Each of the Lenders hereby authorizes and requests the Administrative Agent to advance for its account, pursuant to the terms hereof, the amount of the Loan to be made by it, and each of the Lenders agrees forthwith to reimburse the Administrative Agent in immediately available funds for the amount so advanced on its behalf by the Administrative Agent. If any such reimbursement is not made in immediately available funds on the same day on which the Administrative Agent shall have made any such amount available on behalf of any Lender, such Lender shall pay interest to the Administrative Agent at a rate per annum equal to the Administrative Agent's cost of obtaining overnight funds in the New York Federal Funds Market for the first day three days following the time when such the Lender fails to make the required reimbursement, and thereafter at a rate per annum equal to the Alternate RateBase Rate plus the Applicable Interest Margin for Base Rate Loans. If and to the extent that any such reimbursement shall not have been made to the Administrative Agent, the Borrower agrees to repay to the Administrative Agent forthwith on demand a corresponding amount with interest thereon for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent at the Base Rate plus the Applicable Interest Margin for Base Rate Loans. (b) Any If a Default or Event of Default has occurred and is then continuing, any amounts received by the Administrative Agent in connection with this Agreement or the Notes Fundamental Documents, the application of which is not otherwise provided for, shall be applied, applied as follows: first, to pay to the Agents all unreimbursed costs and expenses of the Agents which are payable by the Borrower or any of the other Credit Parties pursuant to any of the Fundamental Documents and all unreimbursed costs and expenses of the Lenders which are payable pursuant to this Credit Agreement; second, to pay pro rata to each Lender with a Loan outstanding, accrued but unpaid interest on the Loans in accordance with the amount of outstanding Loans owed to each Lender; third, to pay pro rata to each Lender the accrued but unpaid Commitment Fees in accordance with the Lenders' unused Commitments, secondeach Lender's Percentage; fourth, to pay accrued but pro rata to each Agent and each Lender all unpaid interest Fees; fifth, to pay pro rata to each Lender with a Loan outstanding, principal on the Notes Loans in proportion to accordance with the amounts amount of outstanding Loans owed to each Lender, third, to repay the principal balance outstanding on the Notes (allocated in accordance with the outstanding amounts thereof owing to each Lender as set forth on the Schedule of Commitments attached as Schedule 1.1 hereto) ; and fourthsixth, to pay any other amounts payable to the Agentthen due under this Credit Agreement or any other Fundamental Document. All amounts to be paid to any of the Lenders Lender by the Administrative Agent shall be credited to the Lendersthat Lender, after collection by the Administrative Agent, in immediately available funds either by wire transfer or deposit in such Lender's correspondent account with the Administrative Agent, or as such Lender and the Administrative Agent shall agree in writing from time to time agreetime.

Advances and Payments. (a) On the date requested by the Borrower for the funding of each Loan, the Agent shall be authorized (but not obligated) to advance, for the account of each of the Lenders, the amount of the Loan to be made by it in accordance with provisions of Article 2 hereofits Revolving Credit Commitment hereunder. Each of the Lenders hereby authorizes and requests Should the Agent to advance for its accountdo so, pursuant to the terms hereof, the amount of the Loan to be made by it, and each of the Lenders agrees forthwith to reimburse the Agent in immediately available funds for the amount so advanced on its behalf by the Agent. If any such reimbursement is , together with interest at the Federal Funds Effective Rate if not made in immediately available funds so reimbursed on the same day on which date due from and including such date but not including the Agent shall have made any such amount available on behalf date of any Lender, such Lender shall pay interest to the Agent at a rate per annum equal to the Agent's cost of obtaining overnight funds in the New York Federal Funds Market for the first day following the time when such Lender fails to make the required reimbursement, and thereafter at a rate per annum equal to the Alternate Rate. (b) Any amounts received by the Agent in connection with this Agreement or (other than amounts to which the Notes Agent is entitled pursuant to Sections 2.20, 8.04 and 10.05), the application of which is not otherwise provided for, for in this Agreement shall be applied, (i) first, to pay accrued but unpaid Commitment Fees towards payment of fees and expenses then due under Sections 2.20 and 10.05, ratably among the parties entitled thereto in accordance with the Lenders' unused Commitmentsamounts of fees and expenses then due to such parties, (ii) second, to pay accrued but unpaid interest towards payment of interest, Commitment Fee and Letter of Credit Fees then due on account of the Notes in proportion to Loans and Letters of Credit, ratably among the amounts owed to each Lender, third, to repay the principal balance outstanding on the Notes (allocated parties entitled thereto in accordance with the outstanding amounts thereof owing of interest, Commitment Fee and Letter of Credit Fees then due to each Lender as set forth on such parties and (iii) third, towards payment of principal of the Schedule Loans and unreimbursed LC Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of Commitments attached as Schedule 1.1 hereto) principal and fourth, unreimbursed LC Disbursements then due to pay other amounts payable to the Agentsuch parties. All amounts to be paid to any of the Lenders a Lender by the Agent shall be credited to the Lendersthat Lender, after collection by the Agent, in immediately available funds either by wire transfer or deposit in such that Lender's ’s correspondent account with the Agent, or as such Lender and the Agent shall from time to time agree.

Advances and Payments. a. Borrower will make payments of interest-only due on the first day of each quarter commencing with the payment due on November 1, 2024 and continuing on February 1, 2025, May 1, 2025 and August 1, 2025. If not sooner paid, the entire amount of outstanding principal and interest shall be due and payable in full on the Revolving Credit Maturity Date. Except to the extent otherwise set forth in this Agreement (aor in the case of a Hedging Agreement or other applicable agreements), all payments of principal and of interest on the Revolving Credit, and all Expenses, fees, indemnification obligations and all other charges and any other Obligations of Borrower, shall be made to Lender at its banking office at 000 Xxxxx Xxxxx, Xxxxx 000, P.O. Box 700, Bedminster, New Jersey 07921, or such other office as Lender may designate in writing, in United States dollars, in immediately available funds. Borrower hereby authorizes Lender to charge checking account number [*****] maintained at Lender and further agrees that Xxxxxx shall have the unconditional right and discretion (and Xxxxxxxx hereby authorizes Xxxxxx) On to charge any of Borrower’s operating and/or deposit account(s), in any event for all of Borrower’s Obligations as they become due from time to time under this Agreement including, without limitation, interest, principal, fees, indemnification obligations and reimbursement of Expenses. Alternatively, Lender may in its discretion (and Borrower hereby authorizes Lender to) make a Advance under the Revolving Credit in a sum sufficient to pay all interest accrued and payable on the Obligations and to pay all costs, fees and Expenses owing hereunder. There shall not be more than five (5) Revolving Credit Notes outstanding at one time. Borrower acknowledges that Borrower’s failure to maintain sufficient funds in any checking, operating or deposit account for payment of any of the Obligations, or Lender’s failure to charge any such account shall not relieve Borrower of any payment obligation under this Agreement or any other Loan Document. Any payments received prior to 2:00 p.m. Eastern time on any Business Day shall be deemed received on such Business Day. Any payments (including any payment in full of the Obligations), received after 2:00 p.m. Eastern time on any Business Day shall be deemed received on the immediately following Business Day. b. Advances which may be made by Xxxxxx from time to time under the Revolving Credit shall be made available by crediting such proceeds to Borrower’s operating account with Lender. i. All Advances requested by Borrower under the Revolving Credit (other than the initial Advance made on or about the date hereof which must be at least equal to $_____________) must be in the minimum amount of One Hundred Thousand and 00/100 Dollars ($100,000.00) and integral multiples of Twenty-Five Thousand and 00/100 Dollars ($25,000.00) in excess thereof (other than the initial Advance made on or about the date hereof ii. When Revolving Credit outstandings reach $3,000,000.00, the Borrower is required to submit inventory invoices to support the advance request and each advance request thereafter. Each advance request must be in the minimum amount of $250,000.00, and is subject to underwriter review. This requirement will remain in effect until Lender provides guidance after the receipt and review of the Borrower’s March 31, 2025 fiscal year end financial statements. iii. All Advances requested by Xxxxxxxx under the Revolving Credit are to be in writing pursuant to a written request (“Advance Request”) executed by an Authorized Officer in the form of Exhibit B attached hereto. Requests for Loans must be requested by 2:00 p.m. Eastern time, on the date such Advance is to be made. If the aggregate principal amount of unpaid Advances, including the principal amount requested in the Advance Request, would exceed the Borrowing Base based on the latest Borrowing Base Certificate required to have been received by Lender pursuant to Section 6.9(a)(v), then Borrower for shall submit a Borrowing Base Certificate with such Advance Request evidencing that the funding principal amount of each Loanunpaid Advances, including the Agent principal amount requested in the Advance Request, will not exceed the Borrowing Base. Each Advance Request shall specify (i) whether Borrower is requesting a Revolving Loan or a conversion of Loans from one Type to the other, (ii) the requested date of the borrowing (which shall be authorized a Business Day), (but not obligatediii) to advance, for the account of each of the Lenders, the principal amount of the Loan Loans to be borrowed, and (iv) the Type of Loans to be borrowed. If Borrower fails to specify a Type of Loan in an Advance Request, then the applicable Loans shall be made by it in accordance with provisions as, or converted to, Base Rate Loans. During the existence of Article 2 hereof. Each a Default, no Loans may be requested as Term SOFR Loans without the consent of Lender, and Lender may demand that any or all of the Lenders hereby authorizes and requests the Agent then outstanding Term SOFR Loans be converted immediately to advance for its account, pursuant to the terms hereof, the amount of the Loan to be made by itBase Rate Loans, and each of the Lenders Borrower agrees forthwith to reimburse the Agent in immediately available funds for the amount so advanced on its behalf by the Agent. If any such reimbursement is not made in immediately available funds on the same day on which the Agent shall have made any such amount available on behalf of any Lender, such Lender shall pay interest to the Agent at a rate per annum equal to the Agent's cost of obtaining overnight funds in the New York Federal Funds Market for the first day following the time when such Lender fails to make the required reimbursement, and thereafter at a rate per annum equal to the Alternate Rate. (b) Any amounts received by the Agent in connection with this Agreement or the Notes the application of which is not otherwise provided for, shall be applied, first, to pay accrued but unpaid Commitment Fees all amounts due under Section Section 2.4(g) in accordance with the Lenders' unused Commitments, second, terms thereof due to pay accrued but unpaid interest on the Notes in proportion to the amounts owed to each Lender, third, to repay the principal balance outstanding on the Notes (allocated any such conversion. iv. Upon receiving a request for an Advance in accordance with subparagraph (ii) above, on or before 2:00 p.m. Eastern time on the outstanding amounts thereof owing applicable Business Day and subject to each Lender as the conditions set forth in this Agreement, Lender shall make the requested Advance available to Borrower on the Schedule of Commitments attached requested Business Day. In the event such request for an Advance is received after 2:00 p.m. Eastern time on the applicable Business Day, the Lender shall make the requested Advance available to Borrower as Schedule 1.1 hereto) and fourth, to pay other amounts payable soon as practicable on the following Business Day (subject to the Agent. All amounts to be paid to any of the Lenders by the Agent shall be credited to the Lenders, after collection by the Agent, conditions set forth in immediately available funds either by wire transfer or deposit in such Lender's correspondent account with the Agent, or as such Lender and the Agent shall from time to time agreethis Agreement).

Advances and Payments. (a) On the date requested by the Borrower for the funding of each Loan, (x) the Agent shall be authorized (but not obligated) to advance, for the account of each of the Lenders, the amount of the Loan to be made by it in accordance with provisions of Article 2 hereofits Percentage hereunder. Each of the Lenders hereby authorizes and requests the Agent to advance for its account, pursuant to the terms hereof, the amount of the Loan to be made by it, and each of the Lenders agrees forthwith to reimburse the Agent Agent, in immediately available funds for the amount so advanced on its behalf by the Agent. If any such reimbursement is not made in immediately available funds on the same day on which the Agent shall have made any such amount available on behalf of any Lender, such Lender shall pay interest to the Agent Agent, at a rate per annum equal to the Agent's cost of obtaining overnight funds in the New York Federal Funds Market for the first day three days following the time when such the Lender fails to make the required reimbursement, and thereafter at a rate per annum equal to the Alternate Rate.Base Rate plus the Applicable Margin for Alternate Base Rate Loans plus the default rate applicable to Alternate Base Rate Loans as set forth in Section 2.9 hereof. If and to the extent that any such reimbursement shall not have been made to the Agent, the Borrower agrees to repay to the Agent forthwith on demand a corresponding amount with interest thereon for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, in the case of an Alternate Base Rate Loan, at the Alternate Base Rate plus the Applicable Margin for Alternate Base Rate Loans plus the default rate applicable to Alternate Base Rate Loans as set forth in Section 2.9 hereof and in the case of a Eurodollar Loan, at the LIBO Rate plus the Applicable Margin for Eurodollar Loans plus the default rate applicable to Eurodollar Loans as set forth in Section 2.9 hereof. -84- 93 (b) Any As between the Agent and the Lenders, any amounts received by the Agent in connection with this Agreement or the Notes Fundamental Documents, the application of which is not otherwise provided for, shall be applied, first, to pay the accrued but unpaid Commitment Fees in accordance with the Lenders' unused Commitmentseach Lender's Percentage, second, to pay accrued but unpaid interest on the Notes Loans in proportion to accordance with the amounts amount of outstanding Loans owed to each Lender, third, to repay pay the principal balance outstanding on the Notes Loans (allocated with amounts payable on the principal balance outstanding on the Loans in accordance with the amount of outstanding amounts thereof owing Loans owed to each Lender as set forth on Lender), and amounts then due in respect of unreimbursed draws under the Schedule Letter of Commitments attached as Schedule 1.1 hereto) and Credit, fourth, to pay amounts outstanding under Currency Agreements and Interest Rate Protection Agreements, and fifth, to pay any other amounts payable to the Agentthen due under this Credit Agreement. All amounts to be paid to any of the Lenders Lender by the Agent shall be credited to the Lendersthat Lender, after collection by the Agent, in immediately available funds either by wire transfer or deposit in such Lender's correspondent account with the Agent, Agent or as such Lender and the Agent shall from time to time agree.

Advances and Payments. (a) On the date requested by the Borrower for the funding of each LoanBorrowing, the Administrative Agent shall be authorized (but not obligated) to advance, for the account of each of the Lenders, the amount of the Loan to be made by it in accordance with provisions of Article 2 hereofthis Agreement. Each of the Lenders hereby authorizes and requests the Administrative Agent to advance for its account, pursuant to the terms hereof, the amount of the Loan to be made by it, and each unless with respect to any Lender, such Lender has theretofore specifically notified the Administrative Agent that such Lender does not intend to fund that particular Loan. Each of the Lenders agrees forthwith to reimburse the Administrative Agent in immediately available funds for the amount so advanced on its behalf by the AgentAdministrative Agent pursuant to the immediately preceding sentence. If any such reimbursement is not made in immediately available funds on the same day on which the Administrative Agent shall have made any such amount available on behalf of any LenderLender in accordance with this Section 8.2, such Lender shall pay interest to the Administrative Agent at a rate per annum equal to the Agent's cost greater of obtaining overnight funds in the New York Federal Funds Market for Effective Rate and a rate determined by the first day Administrative Agent in accordance with banking industry rules on interbank compensation. Notwithstanding the preceding sentence, if such reimbursement is not made by the second Business Day following the time when day on which the Administrative Agent shall have made any such amount available on behalf of any Lender or such Lender fails has indicated that it does not intend to make reimburse the required reimbursementAdministrative Agent, and thereafter the Borrower shall immediately pay such unreimbursed advance amount (plus any accrued, but unpaid interest at a the rate per annum equal applicable to ABR Loans) to the Alternate RateAdministrative Agent. (b) Any amounts received by the Administrative Agent in connection with this Agreement or the Notes the application of which is not otherwise provided for, for shall be applied, in accordance with each of the Lenders’ pro rata interest therein where applicable, first, to pay accrued but unpaid Commitment Fees amounts payable to the Administrative Agent solely in accordance with the Lenders' unused Commitmentsits capacity as such, second, to pay accrued but unpaid interest on the Notes in proportion to the amounts owed to each LenderLoans, third, to repay pay the principal balance outstanding on the Notes (allocated in accordance with the outstanding amounts thereof owing to each Lender as set forth on the Schedule of Commitments attached as Schedule 1.1 hereto) Loans, and fourth, fourth to pay other amounts amount payable to the AgentLeaders. All amounts to be paid to any of the Lenders by the Administrative Agent shall be credited to the Lenders, promptly after collection by the Administrative Agent, in immediately available funds either by wire transfer or deposit in such Lender's ’s correspondent account with the Administrative Agent, or as such Lender and the Administrative Agent shall from time to time agree.

Advances and Payments. (a) On the date requested by the Borrower for the funding of each Loan, the Administrative Agent shall be authorized (but not obligated) to advance, for the account of each of the applicable Lenders, the amount of the applicable Loan to be made by it in accordance with provisions its proportionate share of Article 2 hereofits Commitments hereunder. Each of the Lenders hereby authorizes and requests the Administrative Agent to advance for its account, pursuant to the terms hereof, the amount of the Loan to be made by it, and each of the Lenders agrees forthwith to reimburse the Administrative Agent in immediately available funds for the amount so advanced on its behalf by the Administrative Agent. If any such reimbursement is not made in immediately available funds on the same day on which the Administrative Agent shall have made any such amount available on behalf of any Lender, such Lender shall pay interest to the Administrative Agent at a rate per annum equal to the Administrative Agent's cost of obtaining overnight funds in the New York Federal Funds Market for the first day three days following the time when such the Lender fails to make the required reimbursement, and thereafter at a rate per annum equal to the Alternate RateBase Rate plus the Applicable Interest Margin for Base Rate Loans which are Revolving Credit Loans. If and to the extent that any such reimbursement shall not have been made to the Administrative Agent, the Borrower agrees to repay to the Administrative Agent forthwith on demand a corresponding amount with interest thereon for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent at the Base Rate plus the Applicable Interest Margin for Base Rate Loans which are Revolving Credit Loans. (b) Any If a Default or Event of Default has occurred and is then continuing, any amounts received by the Administrative Agent in connection with this Agreement or the Notes Fundamental Documents, the application of which is not otherwise provided for, shall be applied, applied as follows: first, to pay accrued but unpaid Commitment Fees in accordance with to the Lenders' unused Commitments, Administrative Agent all unreimbursed costs and expenses of the Administrative Agent which are payable by the Borrower or any of the other Credit Parties pursuant to any of the Fundamental Documents and all unreimbursed costs and expenses of the Lenders which are payable pursuant to this Credit Agreement; second, to pay each Lender, accrued but unpaid interest on the Notes Loans owed to each Lender and any fees, premiums, scheduled periodic payments and any interest accrued thereon owing under outstanding Hedging Agreements to each Hedging Bank, pro rata in proportion to accordance with the amounts owed to each Lender, such Lender and Hedging Bank; third, to repay pay pro rata to each Lender the accrued but unpaid Unused Commitment Fees in accordance with each Lender's Commitment Percentage; fourth, to pay pro rata to the Administrative Agent and each Lender all unpaid Fees; fifth, to pay the Swingline Lender, if any Swingline Loans are outstanding, the principal balance outstanding on the Notes (allocated Swingline Loans then outstanding; sixth, to pay to each Lender with a Loan outstanding, principal on the Loans in accordance with the amount of outstanding amounts thereof owing Loans owed to each Lender as set forth on the Schedule of Commitments attached as Schedule 1.1 hereto) and fourth, to pay to each Hedging Bank the outstanding Hedging Agreement Obligations (including, without limitation, any breakage, termination, or other amounts payable to the Agent. All amounts to be paid to payments, and any of the Lenders by the Agent shall be credited to the Lendersinterest accrued thereon, after collection by the Agent, arising under any Hedging Agreement) pro rata in immediately available funds either by wire transfer or deposit in such Lender's correspondent account accordance with the Agent, or as such amounts owed to each Lender and the Agent shall from time to time agree.each Hedging Bank; and

Advances and Payments. (a) On the date requested by the Borrower for the funding of each Loan, the Agent shall be authorized (but not obligated) to advance, for the account of each of the Lenders, the amount of the Loan to All Advances will be made by it in accordance with provisions of Article 2 hereof. Each Agent on behalf of the Lenders hereby authorizes and requests on the requested date of Advance, except that the Pro Rata Share of any Lender which the Agent receives after 1:00 p.m. Detroit time on the requested date of Advance, or at any time after the requested date of Advance, will be disbursed on the Business Day following its receipt. Nothing in this Agreement or any other Loan Document is to be construed to require Agent to advance for its account, pursuant to the terms hereof, the amount of the Loan to be made by it, and each of the Lenders agrees forthwith to reimburse the Agent in immediately available funds for the amount so advanced on its behalf by the Agent. If any such reimbursement is not made in immediately available funds on the same day on which the Agent shall have made any such amount available on behalf of any Lender, such Lender shall pay interest or to the Agent at a rate per annum equal to the Agent's cost of obtaining overnight funds in the New York Federal Funds Market for the first day following the time when such relieve any Lender fails from its obligations to make the required reimbursement, and thereafter at its Pro Rata Share of Advances or to prejudice any rights that Borrower may have against any Lender as a rate per annum equal to the Alternate Rateresult of any default by that Lender hereunder. (b) Any amounts received by In order to minimize transfers between the Agent in connection with this Agreement and each Lender of funds representing the Lender's Pro Rata Share of an Advance, a Borrower payment, or (to the Notes extent that Agent has not been promptly reimbursed by Borrower) other amounts for which the application Agent is entitled to Lender reimbursement or indemnification, coincidental transfer and loan account adjustments may be made on a "net" basis. Not later than the Business Day immediately preceding the date of a Base Rate Advance and not later than three (3) Business Days immediately preceding the date of a LIBOR Advance, or not later than the Business Day immediately prior to a date on which Lender reimbursement of the Agent is requested, Agent will advise each Lender by telephone, telex or telecopy as to the purpose and aggregate amount to be disbursed or paid by Agent and the date of Advance or actual anticipated payment date, as the case may be; the amount which is not otherwise provided forsuch Lender's Pro Rata Share thereof; and, shall if in order to cause all loan accounts maintained by Agent for such Lender to conform to its Pro Rata Share of the Loan, the amount which such Lender is requested to remit to Agent will be applieddifferent, first, the identity of the loan account(s) requiring adjustment and the nature and amounts due to pay accrued but unpaid Commitment Fees in accordance or from the Lender with the Lenders' unused Commitments, second, to pay accrued but unpaid interest on the Notes in proportion to the amounts owed to each Lender, third, to repay the principal balance outstanding on the Notes (allocated in accordance with the outstanding amounts thereof owing to each Lender as set forth on the Schedule of Commitments attached as Schedule 1.1 hereto) and fourth, to pay other amounts payable to the Agentrespect thereto. All amounts which a Lender is required to remit to Agent will be paid made available to Agent by transfer of same-day funds to the designated wire account of Agent not later than 1:00 p.m. Detroit time on the date of Advance, as evidenced by a wire transfer number or actual receipt by Agent. Agent will have no liability to Borrower for the failure of any Lender to make an Advance on the date of Advance, and if any date of Advance is on a day when any of the Lenders are not open for business, then each Lender shall transfer to Agent its Pro Rata Share on the next day such Lender is open for business. (c) All Loan payments in respect of Advances, interest, fees or expenses incurred by the Agent shall Lenders and required by Borrower to be credited to the Lenders, after collection by the Agent, in reimbursed will be deemed paid when immediately available funds either U.S. currency or its equivalent is paid in the amount required by wire transfer Borrower to Agent. On the Business Day Agent receives a Borrower payment, Agent will advise each Lender by telephone, telex or deposit in telecopy of the aggregate amount and such Lender's correspondent Pro Rata Share of amounts actually received by Agent in respect of Advances, interest, fees, or, to the extent that the Lenders previously have remitted to Agent therefor, reimbursements for other amounts for which Agent has required Lender reimbursement or indemnification. Agent will pay to such Lender on the same Business Day, by transfer to such Lender's wire account with the Agent(as specified by such Lender on Exhibit 8.2 to this Agreement, or as amended by such Lender and the Agent shall from time to time agreeafter the date hereof) its Pro Rata Share, "netted" as permitted herein, of any such payment received by Agent not later than 1:00 p.m. Detroit time, and otherwise on the next Business Day. (d) Any Agent payment to a Lender under this Agreement in the belief or expectation that a related payment has been or will be received by Agent from Borrower, which related payment in fact is not received by Agent, will entitle Agent to recover such amount from the Lender without set-off, counterclaim or deduction of any kind. If Agent determines at any time that an amount received by Agent under this Agreement must be returned to Borrower or paid to any other Person pursuant to any solvency law or otherwise, then, notwithstanding any other term or condition of this Agreement, Agent will not be required to distribute any portion thereof to any Lender. However, if Agent has previously distributed such amount, each Lender will repay to Agent on demand any portion of such amount that Agent has distributed to such Lender, together with interest at such rate, if any, as Agent is required to pay to Borrower or such other Person, without set-off, counterclaim or deduction of any kind by the Lender.

Advances and Payments. (a) On the date requested by the Borrower for the funding of each Loan, the Administrative Agent shall be authorized (but not obligated) to advance, for the account of each of the Lenders, the amount of the Loan to be made by it in accordance with provisions of Article 2 hereofits Percentage hereunder. Each of the Lenders hereby authorizes and requests the Agent Administrative Agent, to advance for its account, pursuant to the terms hereof, the amount of the Loan to be made by it, and each of the Lenders agrees forthwith to reimburse the Agent Administrative Agent, as applicable, in immediately available funds for the amount so advanced on its behalf by the Administrative Agent. If any such reimbursement is not made in immediately available funds on the same day on which the Administrative Agent shall have made any such amount available on behalf of any Lender, such Lender shall pay interest to the Administrative Agent at a rate per annum equal to to, in the case of the Administrative Agent's , the Administrative Agent’s cost of obtaining overnight funds in the New York Federal Funds Market for the first day three days following the time when such the Lender fails to make the required reimbursement, and thereafter at a rate per annum equal to the Alternate RateBase Rate plus the Applicable Margin for Alternate Base Rate Loans. If and to the extent that any such reimbursement shall not have been made to the Administrative Agent, the Borrowers agree to repay to the Administrative Agent forthwith on demand a corresponding amount with interest thereon for each day from the date such amount is made available to the Borrowers until the date such amount is repaid to the Administrative Agent, in the case of an Alternate Base Rate Loan, at the Alternate Base Rate plus the Applicable Margin for Alternate Base Rate Loans, and in the case of a LIBO Rate Loan, at the LIBO Rate plus the Applicable Margin for LIBO Rate Loans. (b) Any As between the Administrative Agent on one hand and the Lenders on the other hand, any amounts received by the Administrative Agent in connection with this Agreement or the Notes Fundamental Documents, the application of which is not otherwise provided for, shall be applied, first, to pay accrued but unpaid Commitment Fees applied in accordance with the Lenders' unused Commitments, second, to pay accrued but unpaid interest on the Notes in proportion to the amounts owed to each Lender, third, to repay the principal balance outstanding on the Notes (allocated in accordance with the outstanding amounts thereof owing to each Lender as set forth on the Schedule of Commitments attached as Schedule 1.1 heretoSection 2.9(d) and fourth, to pay other amounts payable to the Agenthereof. All amounts to be paid to any of the Lenders Lender by the Administrative Agent shall be credited to the Lendersthat Lender, after collection by the Agent, Administrative Agent in immediately available funds either by wire transfer or deposit in such Lender's ’s correspondent account with the Agent, Administrative Agent or as such Lender and the Administrative Agent shall from time to time agree.

Advances and Payments. (a) On the date requested by the Borrower for the funding of each Loan, the Administrative Agent shall be authorized (but not obligated) to advance, for the account of each of the Lenders, the amount of the Loan to be made by it in accordance with provisions of Article 2 hereofthis Agreement. Each of the Lenders hereby authorizes and requests the Administrative Agent to advance for its account, pursuant to the terms hereof, the amount of the Loan to be made by it, and each unless with respect to any Lender, such Lender has theretofore specifically notified the Administrative Agent that such Lender does not intend to fund that particular Loan. Each of the Lenders agrees forthwith to reimburse the Administrative Agent in immediately available funds for the amount so advanced on its behalf by the AgentAdministrative Agent pursuant to the immediately preceding sentence. If any such reimbursement is not made in immediately available funds on the same day on which the Administrative Agent shall have made any such amount available on behalf of any LenderLender in accordance with this Section 8.2, such Lender shall pay interest to the Administrative Agent at a rate per annum equal to the Administrative Agent's ’s cost of obtaining overnight funds in the New York Federal Funds Market for Market. Notwithstanding the first day preceding sentence, if such reimbursement is not made by the second Business Day following the time when day on which the Administrative Agent shall have made any such amount available on behalf of any Lender or such Lender fails has indicated that it does not intend to make reimburse the required reimbursementAdministrative Agent, and thereafter the Borrower shall immediately pay such unreimbursed advance amount (plus any accrued, but unpaid interest at a the rate per annum equal applicable to ABR Loans) to the Alternate RateAdministrative Agent. (b) Any amounts received by the Administrative Agent in connection with this Agreement or the Notes the application of which is not otherwise provided for, for shall be applied, in accordance with each of the Lenders’ pro rata interest therein, first, to pay accrued but unpaid Commitment Fees in accordance with the Lenders' unused CommitmentsFacility Fees, second, to pay accrued but unpaid interest on the Notes in proportion to the amounts owed to each LenderNotes, third, to repay the principal balance outstanding on the Notes (allocated in accordance with the outstanding amounts thereof owing to each Lender as set forth on the Schedule of Commitments attached as Schedule 1.1 hereto) and fourth, to pay other amounts payable to the AgentAdministrative Agent and/or the Lenders. All amounts to be paid to any of the Lenders by the Administrative Agent shall be credited to the Lenders, promptly after collection by the Administrative Agent, in immediately available funds either by wire transfer or deposit in such Lender's ’s correspondent account with the Administrative Agent, or as such Lender and the Administrative Agent shall from time to time agree. (c) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate (as defined in the definition of Alternative Base Rate) and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

Advances and Payments. (a) On the date requested by the Borrower for the funding of each Loan, the Administrative Agent shall be authorized (but not obligated) to advance, for the account of each of the LGEI Lenders, the amount of the U.S. Dollar Loan to be made by it in accordance with provisions of Article 2 hereofits Percentage hereunder. Each of the Lenders hereby authorizes and requests the Agent Administrative Agent, to advance for its account, pursuant to the terms hereof, the amount of the Loan to be made by it, and each of the Lenders agrees forthwith to reimburse the Agent Administrative Agent, as applicable, in immediately available funds for the amount so advanced on its behalf by the Administrative Agent. If any such reimbursement is not made in immediately available funds on the same day on which the Administrative Agent shall have made any such amount available on behalf of any Lender, such Lender shall pay interest to the Administrative Agent at a rate per annum equal to to, in the case of the Administrative Agent's , the Administrative Agent’s cost of obtaining overnight funds in the New York Federal Funds Market for the first day three days following the time when such the Lender fails to make the required reimbursement, and thereafter at a rate per annum equal to the Alternate RateBase Rate plus the Applicable Margin for Alternate Base Rate Loans. If and to the extent that any such reimbursement shall not have been made to the Administrative Agent, the Borrowers agree to repay to the Administrative Agent forthwith on demand a corresponding amount with interest thereon for each day from the date such amount is made available to the Borrowers until the date such amount is repaid to the Administrative Agent, in the case of an Alternate Base Rate Loan, at the Alternate Base Rate plus the Applicable Margin for Alternate Base Rate Loans, and in the case of a Eurodollar Loan, at the LIBO Rate plus the Applicable Margin for Eurodollar Loans. (b) Any As between the Administrative Agent on one hand and the Lenders on the other hand, any amounts received by the Administrative Agent in connection with this Agreement or the Notes Fundamental Documents, the application of which is not otherwise provided for, shall be applied, first, to pay the accrued but unpaid Commitment Fees in accordance with the Lenders' unused Commitmentseach Lender’s Percentage, second, to pay accrued but unpaid interest on the Notes in proportion to accordance with the amounts amount of outstanding Loans owed to each Lender, third, to repay pay the principal balance outstanding on the Notes (allocated with amounts payable on the principal balance outstanding on the Notes in accordance with each Lender’s percentage), amounts then due in respect of unreimbursed draws under the Letter of Credit and amounts outstanding amounts thereof owing to each Lender as set forth on the Schedule of Commitments attached as Schedule 1.1 hereto) under Currency Agreements and Interest Rate Protection Agreements, and fourth, to pay any other amounts payable to the Agentthen due under this Credit Agreement. All amounts to be paid to any of the Lenders Lender by the Administrative Agent shall be credited to the Lendersthat Lender, after collection by the Agent, Administrative Agent in immediately available funds either by wire transfer or deposit in such Lender's ’s correspondent account with the Agent, Administrative Agent or as such Lender and the Administrative Agent shall from time to time agree.

Advances and Payments. (a) On the date requested by the Borrower for the funding of each Loan, the Administrative Agent shall be authorized (but not obligated) to advance, for the account of each of the Lenders, the amount of the Loan to be made by it in accordance with provisions of Article 2 hereofits Commitment hereunder. Each of Should the Lenders hereby authorizes and requests the Administrative Agent to advance for its accountdo so, pursuant to the terms hereof, the amount of the Loan to be made by it, and each of the Lenders agrees forthwith to reimburse the Administrative Agent in immediately available funds for the amount so advanced on its behalf by the Administrative Agent. If any such reimbursement is , together with interest at the Federal Funds Effective Rate if not made in immediately available funds so reimbursed on the same day on which date due from and including such date but not including the Agent shall have made any such amount available on behalf date of any Lender, such Lender shall pay interest to the Agent at a rate per annum equal to the Agent's cost of obtaining overnight funds in the New York Federal Funds Market for the first day following the time when such Lender fails to make the required reimbursement, and thereafter at a rate per annum equal to the Alternate Rate. (b) Any amounts received by the Administrative Agent in connection with this Agreement or (other than amounts to which the Notes Administrative Agent is entitled pursuant to Sections 2.19, 8.04 and 10.04), the application of which is not otherwise provided forfor in this Agreement, shall be applied, first, to pay accrued but unpaid Commitment Fees applied in accordance with the Lenders' unused Commitments, second, to pay accrued but unpaid interest on the Notes in proportion to the amounts owed to each Lender, third, to repay the principal balance outstanding on the Notes (allocated in accordance with the outstanding amounts thereof owing to each Lender as set forth on the Schedule of Commitments attached as Schedule 1.1 hereto) and fourth, to pay other amounts payable to the AgentSection 2.17(b). All amounts to be paid to any of the Lenders a Lender by the Administrative Agent shall be credited to the Lendersthat Lxxxxx, after collection by the Administrative Agent, in immediately available funds either by wire transfer or deposit in such Lender's that Lxxxxx’s correspondent account with the Administrative Agent, or as such Lender Lxxxxx and the Administrative Agent shall from time to time agree. (c) Each Lender hereby agrees that (x) if the Administrative Agent notifies such Lender that the Administrative Agent has determined in its sole discretion that any funds received by such Lender from the Administrative Agent or any of its Affiliates (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Payment”) were erroneously transmitted to such Lender (whether or not known to such Lxxxxx), and demands the return of such Payment (or a portion thereof), such Lender shall promptly, but in no event later than two Business Days thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender to the date such amount is repaid to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, and (y) to the extent permitted by applicable law, such Lender shall not assert, and hereby waives, as to the Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Payments received, including without limitation any defense based on “discharge for value” or any similar doctrine. A notice of the Administrative Agent to any Lender under this ‎Section 8.07(c) shall be conclusive, absent manifest error. (i) Each Lender hereby further agrees that if it receives a Payment from the Administrative Agent or any of its Affiliates (x) that is in a different amount than, or on a different date from, that specified in a notice of payment sent by the Administrative Agent (or any of its Affiliates) with respect to such Payment (a “Payment Notice”) or (y) that was not preceded or accompanied by a Payment Notice, it shall be on notice, in each such case, that an error has been made with respect to such Payment. Each Lender agrees that, in each such case, or if it otherwise becomes aware a Payment (or portion thereof) may have been sent in error, such Lender shall promptly notify the Administrative Agent of such occurrence and, upon demand from the Administrative Agent, it shall promptly, but in no event later than one Business Day thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender to the date such amount is repaid to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. (ii) The Borrower and each Guarantor hereby agrees that an erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrower or any Guarantor, except, in each case, to the extent such Payment is, and solely with respect to the amount of such Payment that is, comprised of funds received by the Administrative Agent from the Borrower or any Guarantor for the purpose of making such Payment. (iii) Each party’s obligations under this ‎Section 8.07(c) shall survive the resignation or replacement of the Administrative Agent or any transfer of rights or obligations by, or the replacement of, a Lender, the termination of the Commitments or the repayment, satisfaction or discharge of all Obligations under any Loan Document. For the avoidance of doubt, nothing herein shall limit or waive any of the Borrower’s or any Guarantor’s rights or remedies to enforce return of any Payment.

Advances and Payments. (a) On the date requested by of the Borrower for making of the funding of each LoanLoans, the Administrative Agent shall be authorized (but not obligated) to advance, for the account of each of the Lenders, the amount of the Loan to be made by it in accordance with provisions of Article 2 hereofthis Agreement. Each of the Lenders hereby authorizes and requests the Administrative Agent to advance for its account, pursuant to the terms hereof, the amount of the Loan to be made by it, and each unless with respect to any Lender, such Lender has theretofore specifically notified the Administrative Agent that such Lender does not intend to fund that particular Loan. Each of the Lenders agrees forthwith to reimburse the Administrative Agent in immediately available funds for the amount so advanced on its behalf by the AgentAdministrative Agent pursuant to the immediately preceding sentence. If any such reimbursement is not made in immediately available funds on the same day on which the Administrative Agent shall have made any such amount available on behalf of any LenderLender in accordance with this Section 8.2, such Lender shall pay interest to the Administrative Agent at a rate per annum equal to the Administrative Agent's ’s cost of obtaining overnight funds in the New York Federal Funds Market for Market. Notwithstanding the first day preceding sentence, if such reimbursement is not made by the second Business Day following the time when day on which the Administrative Agent shall have made any such amount available on behalf of any Lender or such Lender fails has indicated that it does not intend to make reimburse the required reimbursementAdministrative Agent, and thereafter the Borrower shall immediately pay such unreimbursed advance amount (plus any accrued, but unpaid interest at a the rate per annum equal applicable to ABR Loans) to the Alternate RateAdministrative Agent. (b) Any amounts received by the Administrative Agent in connection with this Agreement or the Notes the application of which is not otherwise provided for, for shall be applied, first, to pay accrued but unpaid Commitment Fees in accordance with each of the Lenders' unused Commitments’ pro rata interest therein, secondfirst, to pay accrued but unpaid interest on the Notes in proportion to the amounts owed to each LenderLoans, thirdsecond, to repay the principal balance outstanding on the Notes (allocated in accordance with the outstanding amounts thereof owing to each Lender as set forth on the Schedule of Commitments attached as Schedule 1.1 hereto) Loans and fourththird, to pay other amounts payable to the AgentAdministrative Agent and/or the Lenders. All amounts to be paid to any of the Lenders by the Administrative Agent shall be credited to the Lenders, promptly after collection by the Administrative Agent, in immediately available funds either by wire transfer or deposit in such Lender's ’s correspondent account with the Administrative Agent, or as such Lender and the Administrative Agent shall from time to time agree.

Advances and Payments. 111 (a) On the date requested by the Borrower for the funding of each Loan, the Administrative Agent shall be authorized (but not obligated) to advance, for the account of each of the Lenders, the amount of the Loan to be made by it in accordance with provisions of Article 2 hereofits Commitment hereunder. Each of Should the Lenders hereby authorizes and requests the Administrative Agent to advance for its accountdo so, pursuant to the terms hereof, the amount of the Loan to be made by it, and each of the Lenders agrees forthwith to reimburse the Administrative Agent in immediately available funds for the amount so advanced on its behalf by the Administrative Agent. If any such reimbursement is , together with interest at the Federal Funds Effective Rate if not made in immediately available funds so reimbursed on the same day on which date due from and including such date but not including the Agent shall have made any such amount available on behalf date of any Lender, such Lender shall pay interest to the Agent at a rate per annum equal to the Agent's cost of obtaining overnight funds in the New York Federal Funds Market for the first day following the time when such Lender fails to make the required reimbursement, and thereafter at a rate per annum equal to the Alternate Rate. (b) Any amounts received by the Administrative Agent in connection with this Agreement or (other than amounts to which the Notes Administrative Agent is entitled pursuant to Sections 2.19, 8.04 and 10.04), the application of which is not otherwise provided forfor in this Agreement, shall be applied, first, to pay accrued but unpaid Commitment Fees applied in accordance with the Lenders' unused Commitments, second, to pay accrued but unpaid interest on the Notes in proportion to the amounts owed to each Lender, third, to repay the principal balance outstanding on the Notes (allocated in accordance with the outstanding amounts thereof owing to each Lender as set forth on the Schedule of Commitments attached as Schedule 1.1 hereto) and fourth, to pay other amounts payable to the AgentSection 2.17(b). All amounts to be paid to any of the Lenders a Lender by the Administrative Agent shall be credited to the Lendersthat Lender, after collection by the Administrative Agent, in immediately available funds either by wire transfer or deposit in such that Lender's ’s correspondent account with the Administrative Agent, or as such Lender and the Administrative Agent shall from time to time agree. (c) Each Lender hereby agrees that (x) if the Administrative Agent notifies such Lender that the Administrative Agent has determined in its sole discretion that any funds received by such Lender from the Administrative Agent or any of its Affiliates (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Payment”) were erroneously transmitted to such Lender (whether or not known to such Lender), and demands the return of such Payment (or a portion thereof), such Lender shall promptly, but in no event later than two Business Days thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender to the date such amount is repaid to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, and (y) to the extent permitted by applicable law, such Lender shall not assert, and hereby waives, as to the Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Payments received, including without limitation any defense based on “discharge for value” or any similar doctrine. A notice of the Administrative Agent to any Lender under this ‎Section 8.07(c) shall be conclusive, absent manifest error. (i) Each Lender hereby further agrees that if it receives a Payment from the Administrative Agent or any of its Affiliates (x) that is in a different amount than, or on a different date from, that specified in a notice of payment sent by the Administrative Agent (or any of its Affiliates) with respect to such Payment (a “Payment Notice”) or (y) that was not preceded or accompanied by a Payment Notice, it shall be on notice, in each such case, that an error has been made with respect to such Payment. Each Lender agrees that, in each such case, or if it otherwise becomes aware a Payment (or portion thereof) may have been sent in error, such Lender shall promptly notify the Administrative Agent of such occurrence and, upon demand from the Administrative Agent, it shall promptly, but in no event later than one Business Day thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender to the date such amount is repaid to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. (ii) The Borrower and each Guarantor hereby agrees that an erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrower or any Guarantor, except, in each case, to the extent such Payment is, and solely with respect to the amount of such Payment that is, comprised of funds received by the Administrative Agent from the Borrower or any Guarantor for the purpose of making such Payment. (iii) Each party’s obligations under this ‎Section 8.07(c) shall survive the resignation or replacement of the Administrative Agent or any transfer of rights or obligations by, or the replacement of, a Lender, the termination of the Commitments or the repayment, satisfaction or discharge of all Obligations under any Loan Document. For the avoidance of doubt, nothing herein shall limit or waive any of the Borrower’s or any Guarantor’s rights or remedies to enforce return of any Payment.

Advances and Payments. (a) On the date requested by the Borrower for the funding of each Revolving Credit Loan or Senior Priority Loan, the Administrative Agent shall be authorized (but not obligated) to advance, for the account of each of the LendersRevolving Credit Lenders or Senior Priority Lenders (as applicable), the amount of the Revolving Credit Loan or Senior Priority Loan (as applicable) to be made by it in accordance with provisions of Article 2 hereofits Revolving Credit Percentage or Senior Priority Percentage (as appropriate) hereunder. Each of the Revolving Credit Lenders or Senior Priority Lenders (as applicable) hereby authorizes and requests the Administrative Agent to advance for its account, pursuant to the terms hereof, the amount of the Revolving Credit Loan or Senior Priority Loan (as applicable) to be made by it, and each of the Revolving Credit Lenders or Senior Priority Lenders (as applicable) agrees forthwith to reimburse the Administrative Agent in immediately available funds for the amount so advanced on its behalf by the Administrative Agent. If any such reimbursement is not made in immediately available funds on the same day on which the Administrative Agent shall have made any such amount available on behalf of any Revolving Credit Lender or any Senior Priority Lender, such Revolving Credit Lender or Senior Priority Lender shall pay interest to the Administrative Agent at a rate per annum equal to the Administrative Agent's cost of obtaining overnight funds in the New York Federal Funds Market for the first day three days following the time when such the Revolving Credit Lender or Senior Priority Lender fails to make the required reimbursement, and thereafter at a rate per annum equal to (i) the Alternate RateBase Rate plus the Applicable Interest Margin for Base Rate Loans which are Revolving Credit Loans in the case of a Revolving Credit Lender that has failed to make the required reimbursement; or (ii) the Base Rate plus the Applicable Interest Margin for Base Rate Loans which are Senior Priority Loans in the case of a Senior Priority Lender that has failed to make the required reimbursement. If and to the extent that any such reimbursement shall not have been made to the Administrative Agent, the Borrower of the applicable Loan agrees to repay to the Administrative Agent forthwith on demand a corresponding amount with interest thereon for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent (1) in the case of a Revolving Credit Loan, at the Base Rate plus the Applicable Interest Margin for Base Rate Loans which are Revolving Credit Loans. (b) Any Subject to the terms and provisions of the Citibank Intercreditor Agreement and the Genco Intercreditor Agreement, as between the Administrative Agent or the Collateral Agent on a pro rata basis on the one hand and the Secured Parties on the other hand, any amounts received by the Administrative Agent or the Collateral Agent in connection with this Agreement the Fundamental Documents (other than amounts to which the Administrative Agent, the Issuing Banks or the Notes any Lender is entitled pursuant to Sections 2.9(b), 2.11, 2.12, 2.13, 2.14, 2.17, 11.4 or 11.5 hereof), the application of which is not otherwise provided for, shall be applied, applied as follows: (1) at a time when no Event of Default has occurred and is then continuing first, to pay accrued but unpaid Commitment Fees in accordance with the Lenders' unused Commitments, second, to pay accrued but unpaid interest on the Notes Term Loans and Tranche A Loans on a pro rata basis determined in proportion accordance with amounts owed with respect to the foregoing; second, to pay the aggregate outstanding principal balance of the Term Loans and outstanding principal balance of the Tranche A Loans on a pro rata basis (to be applied against the scheduled amortization payments of the Term Loans and Tranche A Loans in direct order of the maturity thereof and with amounts owed payable to each Lender, third, Lender to repay the principal balance outstanding on the Notes (allocated be determined in accordance with the amount of outstanding amounts thereof owing Term Loans and outstanding Tranche A Loans owed to each Lender as set forth such Lender); third, to pay accrued but unpaid Revolver Commitment Fees, Letter of Credit Fees in respect of Revolver Letters of Credit and accrued but unpaid interest on the Schedule of Commitments attached as Schedule 1.1 hereto) and Revolving Credit Loans, on a pro rata basis determined in accordance with amounts owed with respect to the foregoing; fourth, to pay other the outstanding principal balance of the Revolving Credit Loans (with amounts payable to each Revolving Credit Lender to be determined in accordance with the Agentamount of outstanding Revolving Credit Loans owed to such Revolving Credit Lender) and to cash collateralize Revolver Letters of Credit in an amount equal to 105% of the outstanding Revolver L/C Exposure, on a pro rata basis determined in accordance with the aggregate outstanding principal balance of the Revolving Credit Loans and the aggregate Revolver L/C Exposure; fifth, to pay accrued but unpaid Senior Priority Commitment Fees, Letter of Credit Fees in respect of Senior Priority Letters of Credit and accrued but unpaid interest on the Senior Priority Loans, on a pro rata basis determined in accordance with amounts owed with respect to the foregoing; sixth, to pay the outstanding principal balance of the Senior Priority Loans (with amounts payable to each Senior Priority Lender to be determined in accordance with the amount of outstanding Senior Priority Loans owed to such Senior Priority Lender) and to cash collateralize Senior Priority Letters of Credit in an amount equal to 105% of the outstanding Senior Priority L/C Exposure (to the extent not previously cash collateralized in such amount in accordance with this Credit Agreement), on a pro rata basis determined in accordance with the aggregate outstanding principal balance of the Senior Priority Loans and the aggregate Senior Priority L/C Exposure; and seventh, to pay the remainder of the Obligations or any other amounts then due under this Credit Agreement or any other Fundamental Document; and (2) at a time when an Event of Default has occurred and is then continuing, first, to pay all unreimbursed costs and expenses of the Agents and the Collateral Agent that are payable by RRI or any of the other Credit Parties pursuant to any of the Fundamental Documents and then all unreimbursed costs and expenses of the Lenders which are payable pursuant to this Credit Agreement, second, to pay accrued but unpaid Senior Priority Commitment Fees, Letter of Credit Fees in respect of Senior Priority Letters of Credit and accrued but unpaid interest on the Senior Priority Loans, on a pro rata basis determined in accordance with amounts owed with respect to the foregoing; third, to pay the outstanding principal balance of the Senior Priority Loans (with amounts payable to each Senior Priority Lender to be determined in accordance with the amount of outstanding Senior Priority Loans owed to such Senior Priority Lender) and to cash collateralize Senior Priority Letters of Credit in an amount equal to 105% of the outstanding Senior Priority L/C Exposure (to the extent not previously cash collateralized in such amount in accordance with this Credit Agreement), and to pay the Senior Priority Issuing Banks for all unreimbursed drawings under Senior Priority Letters of Credit on a pro rata basis determined in accordance the aggregate outstanding principal balance of the Senior Priority Loans, the aggregate Senior Revolving L/C Exposure and (without any duplication) the aggregate amount of all unreimbursed drawings under Senior Priority Letters of Credit; fourth, to pay the accrued but unpaid interest on the Term Loans, Tranche A Loans and Revolving Credit Loans, accrued but unpaid Revolver Commitment Fees and Letter of Credit Fees in respect of Revolver Letters of Credit, on a pro rata basis determined in accordance with amounts owed with respect to the foregoing; fifth, to pay (x) the outstanding principal balance of the Term Loans, Tranche A Loans and the Revolving Credit Loans (with amounts payable to each Restructured Lender to be determined in accordance with the amount of outstanding Term Loans, Tranche A Loans and Revolving Credit Loans owed to such Restructured Lender); and in the case of the Term Loans and Tranche A Loans, to be applied against the scheduled amortization payments thereof in direct order of maturity, (y) to cash collateralize Revolver Letters of Credit in an amount equal to 105% of the outstanding Revolver L/C Exposure; and (z) to pay Revolver Issuing Banks for all unreimbursed drawings under Revolver Letters of Credit on a pro rata basis determined in accordance with the aggregate outstanding principal balance of the Term Loans, Tranche A Loans and the Revolving Credit Loans, the aggregate L/C Exposure attributable to Revolver Letters of Credit and (without any duplication) the aggregate amount of all unreimbursed drawings under Revolver Letters of Credit; and sixth, to pay the remainder of the Obligations or any other amounts then due under this Credit Agreement or any other Fundamental Document. All amounts to be paid to any of the Lenders Lender, any Issuing Bank or other Secured Party by the Administrative Agent shall be credited to the Lendersthat Lender, Issuing Bank or other Secured Party, after collection by the Administrative Agent, in immediately available funds either by wire transfer or deposit in such Lender's, Issuing Bank's or other Secured Party's correspondent account with the Administrative Agent, or as such Lender Lender, Issuing Bank or other Secured Party and the Administrative Agent shall agree in writing from time to time agreetime.

Advances and Payments. (a) On the date requested by the Borrower for the funding of each Loan, the Agent shall be authorized (but not obligated) to advance, for the account of each of the Lenders, the amount of the Loan to be made by it in accordance with provisions of Article 2 hereof. Each of the Lenders hereby authorizes and requests the Agent to advance for its account, pursuant a. Except to the terms hereofextent otherwise set forth in this Agreement (or in the case of an Interest Hedging Instrument under the applicable agreements), the amount all payments of the Loan to be made by it, principal and each of the Lenders agrees forthwith to reimburse the Agent in immediately available funds for the amount so advanced on its behalf by the Agent. If any such reimbursement is not made in immediately available funds interest on the same day on which the Agent shall have made Revolving Credit and all Expenses, fees, indemnification obligations and all other charges and any such amount available on behalf other Obligations of any Lender, such Lender shall pay interest to the Agent at a rate per annum equal to the Agent's cost of obtaining overnight funds in the New York Federal Funds Market for the first day following the time when such Lender fails to make the required reimbursement, and thereafter at a rate per annum equal to the Alternate Rate. (b) Any amounts received by the Agent in connection with this Agreement or the Notes the application of which is not otherwise provided forBorrower, shall be appliedmade to Lender at its banking office, firstat XX Xxx 0000, to pay accrued but unpaid Commitment Fees Xxxxxxxx, XX 00000-0000, or such other office as Lender may designate in accordance with the Lenders' unused Commitmentswriting, second, to pay accrued but unpaid interest on the Notes in proportion to the amounts owed to each Lender, third, to repay the principal balance outstanding on the Notes (allocated in accordance with the outstanding amounts thereof owing to each Lender as set forth on the Schedule of Commitments attached as Schedule 1.1 hereto) and fourth, to pay other amounts payable to the Agent. All amounts to be paid to any of the Lenders by the Agent shall be credited to the Lenders, after collection by the AgentUnited States Dollars, in immediately available funds either by wire transfer or funds. Borrower hereby authorizes Lender to charge deposit in such Lender's correspondent account with the Agent, or as such number 4266262412 maintained at Lender and further agrees that Lender shall have the Agent shall unconditional right and discretion (and Borrower hereby authorizes Lender) to charge any of Borrower’s operating and/or deposit account(s), in any event for all of Borrower’s Obligations as they become due from time to time agreeunder this Agreement including, without limitation, interest, principal, fees, indemnification obligations and reimbursement of Expenses. Alternatively, Lender may in its discretion (and Borrower hereby authorizes Lender to) make a cash Advance under the Revolving Credit in a sum sufficient to pay all interest accrued and payable on the Obligations and to pay all costs, fees and Expenses owing hereunder. Borrower acknowledges that Borrower’s failure to maintain sufficient funds in any checking, operating or deposit account for payment of any of the Obligations, or Lender’s failure to charge any such account shall not relieve Borrower of any payment obligation under this Agreement or any other Loan Document. Any payments received prior to 2:00 p.m. Eastern time on any Business Day shall be deemed received on such Business Day. Any payments (including any payment in full of the Obligations), received after 2:00 p.m. Eastern time on any Business Day shall be deemed received on the immediately following Business Day. b. Cash Advances which may be made by Lender from time to time under the Revolving Credit shall be made available by crediting such proceeds to Borrower’s operating account with Lender. i. All cash Advances requested by Borrower under the Revolving Credit must be in the minimum amount of Twenty Five Thousand Dollars ($25,000.00) and integrated multiples of Twenty Five Thousand Dollars ($25,000.00) in excess thereof. ii. All cash Advances requested by Borrower under the Revolving Credit are to be in writing pursuant to a written request (“Advance Request”) executed by an Authorized Officer in the form of Exhibit ”B” attached hereto. Requests for Advances must be requested by 11:00 A.M., Eastern time, on the date such Advance is to be made. iii. Upon receiving a request for an Advance in accordance with subparagraph (ii) above, and subject to the conditions set forth in this Agreement, Lender shall make the requested Advance available to Borrower as soon as is reasonably practicable thereafter on the day the requested Advance is to be made.

Advances and Payments. (a) On the date requested by the Borrower for the funding of each Loan, the Administrative Agent shall be authorized (but not obligated) to advance, for the account of each of the DIP Lenders, the amount of the Loan to be made by it in accordance with provisions of Article 2 hereofits Commitment hereunder. Each of Should the Lenders hereby authorizes and requests the Administrative Agent to advance for its accountdo so, pursuant to the terms hereof, the amount of the Loan to be made by it, and each of the DIP Lenders agrees forthwith to reimburse the Administrative Agent in immediately available funds for the amount so advanced on its behalf by the Administrative Agent. If any such reimbursement is , together with interest at the Federal Funds Effective Rate if not made in immediately available funds so reimbursed on the same day on which date due from and including such date but not including the Agent shall have made any such amount available on behalf date of any Lender, such Lender shall pay interest to the Agent at a rate per annum equal to the Agent's cost of obtaining overnight funds in the New York Federal Funds Market for the first day following the time when such Lender fails to make the required reimbursement, and thereafter at a rate per annum equal to the Alternate Rate. (b) Any amounts received by any of the Agent Agents in connection with any Loan Document (other than amounts to which such Agent is entitled to receive for its own account pursuant to Sections 2.18, 2.20, 8.06, 10.05 and 10.06 of this Agreement or the Notes Agreement), the application of which is not otherwise provided for, for in any Loan Document shall be applied, first, in accordance with each DIP Lender's Commitment Percentage to pay accrued but unpaid Commitment Fees or Letter of Credit Fees, and second, in accordance with the Lenders' unused Commitments, second, each DIP Lender's Commitment Percentage to pay accrued but unpaid interest on the Notes in proportion to the amounts owed to each Lender, third, to repay and the principal balance outstanding on the Notes (allocated in accordance with the and all reimbursed Letter of Credit drawings, and then to cash collateralize any outstanding amounts thereof owing to each Lender as set forth on the Schedule Letter of Commitments attached as Schedule 1.1 hereto) Credit Obligations and fourth, to pay any other amounts payable to the Agentoutstanding Obligation. All amounts to be paid to any of the Lenders a DIP Lender by the Administrative Agent shall be credited to the Lendersthat DIP Lender, after collection by the Administrative Agent, in immediately available funds either by wire transfer or deposit in such that DIP Lender's correspondent account with the Administrative Agent, or as such DIP Lender and the Administrative Agent shall from time to time agree.

Advances and Payments. (a) On the date requested by the Borrower for the funding of each LoanLoan to be made in accordance with the terms hereof, the Paying Agent shall be authorized (but not obligated) to advance, for the account of each of the Lenders, the amount of the Loan to be made by it in accordance with provisions of Article 2 hereofits Tranche A Commitment or Tranche B Commitment (as the case may be) hereunder. Each of Should the Lenders hereby authorizes and requests the Paying Agent to advance for its accountdo so, pursuant to the terms hereof, the amount of the Loan to be made by it, and each of the Lenders agrees forthwith to reimburse the Paying Agent in immediately available funds for the amount so advanced on its behalf by the Agent. If any such reimbursement is , together with interest at the Federal Funds Effective Rate if not made in immediately available funds so reimbursed on the same day on which date due from and including such date but not including the Agent shall have made any such amount available on behalf date of any Lender, such Lender shall pay interest to the Agent at a rate per annum equal to the Agent's cost of obtaining overnight funds in the New York Federal Funds Market for the first day following the time when such Lender fails to make the required reimbursement, and thereafter at a rate per annum equal to the Alternate Rate. (b) Any amounts received by the Paying Agent in connection with this Agreement (other than amounts to which the Paying Agent or the Notes Agents or the Collateral Agent are entitled pursuant to Sections 2.19, 8.06, 10.05 and 10.06), the application of which is not otherwise provided for, for in this Agreement shall be applied, first, in accordance with each Lender's Total Commitment Percentage to pay accrued but unpaid expenses, Commitment Fees or Letter of Credit Fees, and second, in accordance with the Lenders' unused Commitments, second, each Lender's Total Commitment Percentage to pay accrued but unpaid interest on the Notes in proportion to the amounts owed to each Lender, third, to repay and the principal balance outstanding on the Notes (allocated in accordance with the outstanding amounts thereof owing to each Lender as set forth on the Schedule of Commitments attached as Schedule 1.1 hereto) and fourth, to pay other amounts payable respect to the AgentTranche A Loans and the Tranche B Loans and all unreimbursed Letter of Credit drawings and to cash collateralization of Letters of Credit. All amounts to be paid to any of the Lenders a Lender by the Paying Agent shall be credited to the Lendersthat Lender, after collection by the Paying Agent, in immediately available funds either by wire transfer or deposit in such that Lender's correspondent account with the Paying Agent, or as such Lender and the Paying Agent shall from time to time agree.

Advances and Payments. (a) On the date requested by the Borrower for the funding of each Loan, the Agent shall be authorized (but not obligated) to advance, for the account of each of the Lendersapplicable Lender, the amount of the Loan to be made by it in accordance with provisions of Article 2 hereofits Commitment hereunder. Each of the Lenders hereby authorizes and requests Should the Agent to advance for its accountdo so, pursuant to the terms hereof, the amount of the Loan to be made by it, and each of the Lenders agrees forthwith to reimburse the Agent in immediately available funds for the amount so advanced on its behalf by the Agent. If any such reimbursement is , together with interest at the Federal Funds Effective Rate if not made in immediately available funds so reimbursed on the same day on which date due from and including such date but not including the Agent shall have made any such amount available on behalf date of any Lender, such Lender shall pay interest to the Agent at a rate per annum equal to the Agent's cost of obtaining overnight funds in the New York Federal Funds Market for the first day following the time when such Lender fails to make the required reimbursement, and thereafter at a rate per annum equal to the Alternate Rate. (b) Any amounts received by the Agent in connection with this Agreement or (other than amounts to which the Notes Agent is entitled pursuant to Sections 2.20, 8.04 and 10.05), the application of which is not otherwise provided for, for in this Agreement shall be applied, applied (i) first, to pay accrued but unpaid Commitment Fees towards payment of fees and expenses then due under Sections 2.20 and 10.05, ratably among the parties entitled thereto in accordance with the Lenders' unused Commitmentsamounts of fees and expenses then due to such parties, (ii) second, to pay accrued but unpaid towards payment of interest then due on account of the Notes in proportion to Loans of each Class and Letter of Credit Fees then due on account of the amounts owed to each LenderLetters of Credit, third, to repay ratably among the principal balance outstanding on the Notes (allocated parties entitled thereto in accordance with the outstanding amounts thereof owing of interest on each Class of Loans and Letter of Credit Fees then due to such parties and (iii) third, towards payment of principal of the Loans of each Lender as set forth on Class and unreimbursed LC Disbursements then due hereunder, ratably among the Schedule parties entitled thereto in accordance with the amounts of Commitments attached as Schedule 1.1 hereto) principal of the Loans of each Class and fourth, unreimbursed LC Disbursements then due to pay other amounts payable to the Agentsuch parties. All amounts to be paid to any of the Lenders a Lender by the Agent shall be credited to the Lendersthat Lender, after collection by the Agent, in immediately available funds either by wire transfer or deposit in such that Lender's ’s correspondent account with the Agent, or as such Lender and the Agent shall from time to time agree.

Advances and Payments. (a) On the date requested by the Borrower for the funding of each Loan, the Administrative Agent shall be authorized (but not obligated) to advance, for the account of each of the Lenders, the amount of the Loan to be made by it in accordance with provisions of Article 2 hereofthis Agreement. Each of the Lenders hereby authorizes and requests the Administrative Agent to advance for its account, pursuant to the terms hereof, the amount of the Loan to be made by it, and each unless with respect to any Lender, such Lender has theretofore specifically notified the Administrative Agent that such Lender does not intend to fund that particular Loan. Each of the Lenders agrees forthwith to reimburse the Administrative Agent in immediately available funds for the amount so advanced on its behalf by the AgentAdministrative Agent pursuant to the immediately preceding sentence. If any such reimbursement is not made in immediately available funds on the same day on which the Administrative Agent shall have made any such amount available on behalf of any LenderLender in accordance with this Section 8.2, such Lender shall pay interest to the Administrative Agent at a rate per annum equal to the Administrative Agent's ’s cost of obtaining overnight funds in the New York Federal Funds Market for Market. Notwithstanding the first day preceding sentence, if such reimbursement is not made by the second Business Day following the time when day on which the Administrative Agent shall have made any such amount available on behalf of any Lender or such Lender fails has indicated that it does not intend to make reimburse the required reimbursementAdministrative Agent, and thereafter the Borrower or the relevant Subsidiary Borrower shall immediately pay such unreimbursed advance amount (plus any accrued, but unpaid interest at a the rate per annum equal applicable to ABR Loans) to the Alternate RateAdministrative Agent. (b) Any amounts received by the Administrative Agent in connection with this Agreement or the Notes the application of which is not otherwise provided for, for shall be applied, in accordance with each of the Lenders’ pro rata interest therein, first, to pay accrued but unpaid Commitment Fees in accordance with the Lenders' unused CommitmentsFees, second, to pay accrued but unpaid interest on the Notes in proportion to the amounts owed to each LenderLoans, third, to repay the principal balance outstanding on the Notes (allocated in accordance with the outstanding amounts thereof owing to each Lender as set forth on the Schedule of Commitments attached as Schedule 1.1 hereto) Loans and fourth, to pay other amounts payable to the AgentAdministrative Agent and/or the Lenders. All amounts to be paid to any of the Lenders by the Administrative Agent shall be credited to the Lenders, promptly after collection by the Administrative Agent, in immediately available funds either by wire transfer or deposit in such Lender's ’s correspondent account with the Administrative Agent, or as such Lender and the Administrative Agent shall from time to time agree.

Advances and Payments. (a) On The proceeds of all Term Loans shall be funded by the date requested Lender to a general deposit account maintained by the Borrower at a bank in accordance with written instructions provided by the Borrower to the Lender. The proceeds of each Term Loan will be used by the Borrower solely for working capital and other general corporate purposes of the Borrower permitted by this Agreement. The Borrower hereby authorizes the Lender to deduct from the proceeds of initial Term Loan, and to retain for the funding of each LoanLender’s benefit, the Agent shall be authorized (but not obligated) Lender’s reasonable attorneys’ fees, costs and expenses related to advancethe preparation, for the account of each of the Lendersnegotiation, the amount execution and delivery of the Loan Documents. Whenever any payment to be made by it in accordance with provisions of Article 2 hereof. Each of the Lenders hereby authorizes and requests the Agent to advance for its account, pursuant to the terms hereof, Lender hereunder or under the amount of the Loan Term Note shall be stated to be made by it, and each of the Lenders agrees forthwith to reimburse the Agent in immediately available funds for the amount so advanced due on its behalf by the Agent. If any such reimbursement is not made in immediately available funds on the same a day on which the Agent shall have made any such amount available on behalf of any Lender, such Lender shall pay interest to the Agent at a rate per annum equal to the Agent's cost of obtaining overnight funds in the New York Federal Funds Market for the first day following the time when such Lender fails to make the required reimbursement, and thereafter at a rate per annum equal to the Alternate Rate. (b) Any amounts received by the Agent in connection with this Agreement or the Notes the application of which is not otherwise provided fora Business Day, such payment may be made on the next succeeding Business Day, and interest payable on each such date shall include the amount thereof which shall accrue during the period of such extension of time. All payments by the Borrower hereunder and/or in respect of the Term Note shall be appliedmade net of any impositions or taxes and without deduction, firstset-off or counterclaim, to pay accrued but unpaid Commitment Fees in accordance with notwithstanding any claim which the Lenders' unused CommitmentsBorrower may now or at any time hereafter have against the Lender. All payments of interest, second, to pay accrued but unpaid interest on principal and any other sum payable hereunder and/or under the Notes in proportion Term Note shall be made to the amounts owed to each Lender, third, to repay the principal balance outstanding on the Notes (allocated in accordance with the outstanding amounts thereof owing to each Lender as set forth on the Schedule of Commitments attached as Schedule 1.1 hereto) and fourth, to pay other amounts payable to the Agent. All amounts to be paid to any of the Lenders by the Agent shall be credited to the Lenders, after collection by the Agent, in immediately available funds either by wire transfer funds, at its office at One Xxxxxxx Square, Building 700, Xxxxxxxxx, Xxxxxxxxxxxxx 00000 or deposit in to such Lender's correspondent account with other address as the Agent, or as such Lender and the Agent shall may from time to time agreedirect. All payments received by the Lender after 2:00 p.m. (Boston time) on any day shall be deemed received as of the next succeeding Business Day. All monies received by the Lender shall be applied first to fees, charges, costs and expenses payable to the Lender under this Agreement, the Term Note and/or any of the other Loan Documents, next to interest then accrued on account of any Term Loans and only thereafter to principal of the Term Loans; provided that after the occurrence and during the continuance of an Event of Default, all monies received by the Lender shall be applied in such order as the Lender may determine in its sole discretion. All interest and fees payable hereunder and/or under the Term Note shall be calculated on the basis of a 360-day year for the actual number of days elapsed.

Advances and Payments. (a) On the date requested by the Borrower for the funding of each Loan, the Administrative Agent shall be authorized (but not obligated) to advance, for the account of each of the Lenders, the amount of the Loan to be made by it in accordance with provisions of Article 2 hereofits Percentage hereunder. Each of the Lenders hereby authorizes and requests the Administrative Agent to advance for its account, pursuant to the terms hereof, the amount of the Loan to be made by it, and each of the Lenders agrees forthwith to reimburse the Administrative Agent in immediately available funds for the amount so advanced on its behalf by the Administrative Agent. If any such reimbursement is not made in immediately available funds on the same day on which the Administrative Agent shall have made any such amount available on behalf of any Lender, such Lender shall pay interest to the Administrative Agent at a rate per annum equal to the Administrative Agent's cost of obtaining overnight funds in the New York Federal Funds Market for the first day three days following the time when such the Lender fails to make the required reimbursement, and thereafter at a rate per annum equal to the Alternate RateBase Rate plus the Applicable Margin for Alternate Base Rate Loans. If and to the extent that any such reimbursement shall not have been made to the Administrative Agent, the Borrowers agree to repay to the Administrative Agent forthwith on demand a corresponding amount with interest thereon for each day from the date such amount is made available to the Borrowers until the date such amount is repaid to the Administrative Agent, in the case of an Alternate Base Rate Loan, at the Alternate Base Rate plus the Applicable Margin for Alternate Base Rate Loans and, in the case of a Eurodollar Loan, at the LIBO Rate plus the Applicable Margin for Eurodollar Loans. (b) Any As between the Administrative Agent and the Lenders, any amounts received by the Administrative Agent in connection with this Agreement or the Notes Fundamental Documents, the application of which is not otherwise provided for, shall be applied, first, to pay the accrued but unpaid Commitment Fees in accordance with the Lenders' unused Commitmentseach Lender's Percentage, second, to pay accrued but unpaid interest on the Notes in proportion to accordance with the amounts amount of outstanding Loans owed to each Lender, third, to repay pay the principal balance outstanding on the Notes (allocated with amounts payable on the principal balance outstanding on the Notes in accordance with the amount of outstanding amounts thereof owing Loans owed to each Lender as set forth on the Schedule of Commitments attached as Schedule 1.1 heretoLender) and amounts outstanding under Currency Agreements and Interest Rate Protection Agreements, and fourth, to pay any other amounts payable to the Agentthen due under this Credit Agreement. All amounts to be paid to any of the Lenders Lender by the Administrative Agent shall be credited to the Lendersthat Lender, after collection by the Administrative Agent, in immediately available funds either by wire transfer or deposit in such Lender's correspondent account with the Administrative Agent, or as such Lender and the Administrative Agent shall from time to time agree.

Advances and Payments. (a) On the date requested by the Borrower for the funding of each Loan, the Administrative Agent shall be authorized (but not obligated) to advance, for the account of each of the Lenders, the amount of the Loan to be made by it in accordance with provisions of Article 2 hereofits Percentage hereunder. Each of the Lenders hereby authorizes and requests the Administrative Agent to advance for its account, pursuant to the terms hereof, the amount of the Loan to be made by it, and each of the Lenders agrees forthwith to reimburse the Administrative Agent in immediately available funds for the amount so advanced on its behalf by the Administrative Agent. If any such reimbursement is not made in immediately available funds on the same day on which the Administrative Agent shall have made any such amount available on behalf of any Lender, such Lender shall pay interest to the Administrative Agent at a rate per annum equal to the Administrative Agent's cost of obtaining overnight funds in the New York Federal Funds Market for the first day three days following the time when such the Lender fails to make the required reimbursement, and thereafter at a rate per annum equal to the Alternate RateBase Rate plus the Applicable Margin for Alternate Base Rate Loans. If and to the extent that any such reimbursement shall not have been made to the Administrative Agent, the Borrower agrees to repay to the Administrative Agent forthwith on demand a corresponding amount with interest thereon for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, in the case of an Alternate Base Rate Loan, at the Alternate Base Rate plus the Applicable Margin for Alternate Base Rate Loans and, in the case of a Eurodollar Loan, at the LIBO Rate plus the Applicable Margin for Eurodollar Loans. (b) Any As between the Administrative Agent and the Lenders, any amounts received by the Administrative Agent in connection with this the Credit Agreement or the Notes Notes, the application of which is not otherwise provided for, shall be appliedapplied as soon as reasonably practicable, in accordance with each Lender's Percentage, first, to pay accrued but unpaid Commitment Fees in accordance with the Lenders' unused CommitmentsFees, second, to pay accrued but unpaid interest on the Notes in proportion to accordance with the amounts amount of outstanding Loans owed to each Lender, third, to repay the principal balance outstanding on the Notes (allocated with amounts payable on the principal balance outstanding on the Notes in accordance with the outstanding amounts thereof owing to each Lender as set forth on the Schedule of Commitments attached as Schedule 1.1 heretoLender's Percentage) and amounts outstanding under Currency Agreements and Interest Rate Protection Agreements, fourth, to satisfy or provide cash collateral for all Obligations relating to Letters of Credit, fifth, to pay amounts outstanding under Currency Agreements and Interest Rate Protection Agreements, and sixth, to pay any other amounts payable to the Administrative Agent. All amounts to be paid to any of the Lenders Lender by the Administrative Agent shall be credited to the Lendersthat Lender, after collection by the Administrative Agent, in immediately available funds either by wire transfer or deposit in such Lender's correspondent account with the Administrative Agent, or as such Lender and the Administrative Agent shall from time to time agree.

Advances and Payments. (a) On The proceeds of each Loan shall be credited by the date requested Bank to a general deposit accounts maintained by the Borrower for with the funding of each Loan, the Agent shall be authorized (but not obligated) to advance, for the account of each Bank. The proceeds of the LendersTerm Loan and the initial Revolving Loans will be used by the Borrower, the amount solely as set forth on item 1.14 of the Loan to attached Disclosure Schedule. The proceeds of future Revolving Loans will be made by it in accordance with provisions of Article 2 hereof. Each of the Lenders hereby authorizes used solely for working capital, general corporate purposes and requests the Agent to advance for its account, pursuant to the terms hereof, the amount of the Loan to be made by it, and each of the Lenders agrees forthwith to reimburse the Agent in immediately available funds for the amount so advanced on its behalf by the Agent. If any such reimbursement is not made in immediately available funds on the same day on which the Agent shall have made any such amount available on behalf of any Lender, such Lender shall pay interest to the Agent at a rate per annum equal to the Agent's cost of obtaining overnight funds in the New York Federal Funds Market for the first day following the time when such Lender fails to make the required reimbursement, and thereafter at a rate per annum equal to the Alternate Ratefunding LC Draw Obligations. (b) Any The Bank shall notify the Borrower, in writing, as to the amounts received of all payments of interest, principal and other sums when same are due by the Agent in connection with Borrower, from time to time, under this Agreement or and/or the Notes and the application Borrower hereby authorizes the Bank to thereafter charge any general deposit account of the Borrower at the Bank with the amount of all payments of interest, principal and other sums when same are due by the Borrower. The Bank shall thereafter promptly thereafter notify the Borrower of the amount so charged. The failure of the Bank so to notify the Borrower, to charge any account or to give any such subsequent notice shall not affect the obligation of the Borrower to pay interest, principal or other sums as provided herein or in the Notes. (c) Whenever any payment to be made to the Bank hereunder or under any Note shall be stated to be due on a day which is not otherwise provided fora Business Day, such payment may be made on the next succeeding Business Day, and interest payable on each such date shall include the amount thereof which shall accrue during the period of such extension of time. All payments by the Borrower hereunder and/or in respect of any Note shall be appliedmade net of any impositions or taxes and without deduction, firstset-off or counterclaim, to pay accrued but unpaid Commitment Fees in accordance with notwithstanding any claim which the Lenders' unused CommitmentsBorrower may now or at any time hereafter have against the Bank. All payments of interest, second, to pay accrued but unpaid interest on the Notes in proportion principal and any other sum payable hereunder and/or under any Note shall be made to the amounts owed to each LenderBank, third, to repay the principal balance outstanding on the Notes (allocated in accordance with the outstanding amounts thereof owing to each Lender as set forth on the Schedule of Commitments attached as Schedule 1.1 hereto) and fourth, to pay other amounts payable to the Agent. All amounts to be paid to any lawful money of the Lenders by the Agent shall be credited to the Lenders, after collection by the Agent, United States in immediately available funds either by wire transfer funds, at its office at 000 Xxxxxxx Xxxxxx, Xxxxxx, XX 00000 or deposit in at such Lender's correspondent account with other address as the Agent, or as such Lender and the Agent shall Bank may from time to time agreedirect. All payments received by the Bank after 3:00 p.m. on any day shall be deemed -11- received as of the next succeeding Business Day. All monies received by the Bank shall be applied in respect of the Loans specified by the Borrower and shall be applied first to fees, charges, costs and expenses payable to the Bank under this Agreement, the Notes and/or any of the other Loan Documents, next to interest then accrued on account of the applicable Loan and only thereafter to principal of the applicable Loan. (d) If the entire amount of any required payment of principal and/or interest on the Revolving Loans, the Term Loan or any LC Draw Obligation is not paid within ten (10) days after the same is due, the Borrower shall pay to the Bank a late fee equal to five percent (5%) of the required payment; provided, that this Section 1.14(d) shall not apply to any amount whose maturity shall have bee accelerated or to the principal balance of the Revolving Loans outstanding as of the Expiration Date.

Advances and Payments. (a) On the date requested by the Borrower for the funding of each Loan, the Administrative Agent shall be authorized (but not obligated) to advance, for the account of each of the applicable Lenders, the amount of the applicable Loan to be made by it in accordance with provisions its proportionate share of Article 2 hereofits Commitments hereunder. Each of the Lenders hereby authorizes and requests the Administrative Agent to advance for its account, pursuant to the terms hereof, the amount of the Loan to be made by it, and each of the Lenders agrees forthwith to reimburse the Administrative Agent in immediately available funds for the amount so advanced on its behalf by the Administrative Agent. If any such reimbursement is not made in immediately available funds on the same day on which the Administrative Agent shall have made any such amount available on behalf of any Lender, such Lender shall pay interest to the Administrative Agent at a rate per annum equal to the Administrative Agent's cost of obtaining overnight funds in the New York Federal Funds Market for the first day three days following the time when such the Lender fails to make the required reimbursement, and thereafter at a rate per annum equal to the Alternate RateBase Rate plus the Applicable Interest Margin for Base Rate Loans which are Revolving Credit Loans. If and to the extent that any such reimbursement shall not have been made to the Administrative Agent, the Borrower agrees to repay to the Administrative Agent forthwith on demand a corresponding amount with interest thereon for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent at the Base Rate plus the Applicable Interest Margin for Base Rate Loans which are Revolving Credit Loans. (b) Any If a Default or Event of Default has occurred and is then continuing, any amounts received by the Administrative Agent in connection with this Agreement or the Notes the application of which is not otherwise provided for, Fundamental Documents shall be applied, first, deposited by the Administrative Agent in the Collateral Account (as defined in the Intercreditor Agreement) and applied to pay accrued but unpaid Commitment Fees the repayment of the Obligations in accordance with the Lenders' unused Commitments, second, to pay accrued but unpaid interest on the Notes in proportion to the amounts owed to each Lender, third, to repay the principal balance outstanding on the Notes (allocated in accordance with the outstanding amounts thereof owing to each Lender as set forth on the Schedule of Commitments attached as Schedule 1.1 hereto) and fourth, to pay other amounts payable to the Agent. All amounts to be paid to any Section 5 of the Lenders by the Agent shall be credited to the Lenders, after collection by the Agent, in immediately available funds either by wire transfer or deposit in such Lender's correspondent account with the Agent, or as such Lender and the Agent shall from time to time agreeIntercreditor Agreement.

Advances and Payments. (a) On the date requested by the Borrower for the funding of each Loan, the Administrative Agent shall be authorized (but not obligated) to advance, for the account of each of the Lenders, the amount of the Loan to be made by it in accordance with provisions of Article 2 hereofthis Agreement. Each of the Lenders hereby authorizes and requests the Administrative Agent to advance for its account, pursuant to the terms hereof, the amount of the Loan to be made by it, and each unless with respect to any Lender, such Lender has theretofore specifically notified the Administrative Agent that such Lender does not intend to fund that particular Loan. Each of the Lenders agrees forthwith to reimburse the Administrative Agent in immediately available funds for the amount so advanced on its behalf by the AgentAdministrative Agent pursuant to the immediately preceding sentence. If any such reimbursement is not made in immediately available funds on the same day on which the Administrative Agent shall have made any such amount available on behalf of any Lender in accordance with this Section 8.2, such Lender shall pay interest to the Administrative Agent at a rate per annum equal to the Administrative Agent’s cost of obtaining overnight funds in the New York Federal Funds Market. Notwithstanding the preceding sentence, if such reimbursement is not made by the second Business Day following the day on which the Administrative Agent shall have made any such amount available on behalf of any Lender, or such Lender has indicated that it does not intend to reimburse the Administrative Agent, the Borrower shall immediately pay such unreimbursed advance amount (plus any accrued, but unpaid interest at the rate applicable to ABR Loans) to the Agent at a rate per annum equal to the Administrative Agent's cost of obtaining overnight funds in the New York Federal Funds Market for the first day following the time when such Lender fails to make the required reimbursement, and thereafter at a rate per annum equal to the Alternate Rate. (b) Any amounts received by the Administrative Agent in connection with this Agreement or the Notes the application of which is not otherwise provided for, for shall be applied, in accordance with each of the Lenders’ pro rata interest therein where applicable, first, to pay amounts payable to the Administrative Agent solely in its capacity as such, second, to pay accrued but unpaid Commitment Fees in accordance with the Lenders' unused CommitmentsFacility Fees, secondthird, to pay accrued but unpaid interest on the Notes in proportion to the amounts owed to each LenderLoans, thirdfourth, to repay pay the principal balance outstanding on the Notes (allocated in accordance with the outstanding amounts thereof owing to each Lender as set forth on the Schedule of Commitments attached as Schedule 1.1 hereto) Loans, and fourth, fifth to pay other amounts amount payable to the AgentLeaders. All amounts to be paid to any of the Lenders by the Administrative Agent shall be credited to the Lenders, promptly after collection by the Administrative Agent, in immediately available funds either by wire transfer or deposit in such Lender's ’s correspondent account with the Administrative Agent, or as such Lender and the Administrative Agent shall from time to time agree.

Advances and Payments. (a) On the date requested by the Borrower for the funding of each Loan, the Administrative Agent shall be authorized (but not obligated) to advance, for the account of each of the applicable Lenders, the amount of the Loan to be made by it in accordance with provisions of Article 2 hereofthis Agreement. Each of the Lenders hereby authorizes and requests the Administrative Agent to advance for its account, pursuant to the terms hereof, the amount of the Loan to be made by it, and each unless with respect to any Lender, such Lender has theretofore specifically notified the Administrative Agent that such Lender does not intend to fund that particular Loan. Each of the Lenders agrees forthwith to reimburse the Administrative Agent in immediately available funds for the amount so advanced on its behalf by the AgentAdministrative Agent pursuant to the immediately preceding sentence. If any such reimbursement is not made in immediately available funds on the same day on which the Administrative Agent shall have made any such amount available on behalf of any LenderLender in accordance with this Section 8.2, such Lender shall pay interest to the Administrative Agent at a rate per annum equal to the Administrative Agent's ’s cost of obtaining overnight funds in the New York Federal Funds Market for the first day period until such Lender makes such amount immediately available to the Administrative Agent. Notwithstanding the preceding sentence, if such reimbursement is not made by the second Business Day following the time when day on which the Administrative Agent shall have made any such amount available on behalf of any Lender or such Lender fails has indicated that it does not intend to make reimburse the required reimbursementAdministrative Agent, and thereafter the Borrower shall immediately pay such unreimbursed advance amount (plus any accrued, but unpaid interest at a the rate per annum equal to the Alternate Rateinterest rate applicable to such Loan) to the Administrative Agent. (b) Any amounts received by the Administrative Agent in connection with this Agreement or the Notes Loans the application of which is not otherwise provided for, for shall be applied, in accordance with each of the Lenders’ pro rata interest therein, first, to pay accrued but unpaid Commitment Fees in accordance with the Lenders' unused CommitmentsFees, second, to pay accrued but unpaid interest on the Notes in proportion to the amounts owed to each LenderLoans, third, to repay pay the principal balance outstanding on the Notes (allocated in accordance with the outstanding amounts thereof owing to each Lender as set forth on the Schedule of Commitments attached as Schedule 1.1 hereto) Loans and fourth, to pay other amounts payable to the AgentAdministrative Agent and/or the Lenders. All amounts to be paid to any of the Lenders by the Administrative Agent shall be credited to the applicable Lenders, after collection by the Administrative Agent, in immediately available funds either by wire transfer or deposit in such Lender's ’s correspondent account with the Administrative Agent, or as such Lender and the Administrative Agent shall from time to time agree.

Advances and Payments. (ai) On Except to the extent otherwise set forth in this Agreement (or in the case of an Interest Hedging Instrument under the applicable agreements), all payments of principal and of interest on the Term Loans, Reimbursement Obligations, the L/C Fees, Expenses, indemnification obligations and all other fees, charges and any other Obligations of Borrower hereunder, shall be made to Agent at its main banking office, 1000 Xxxxx 00 Xxxx, Xxxxxx Xxxx, Xxx Xxxxxx, 00000, in United States dollars, in immediately available funds. Alternatively, Agent, on behalf of all Lenders, shall have the unconditional right and discretion (and Borrower hereby authorizes Agent) to charge Borrower’s operating and/or deposit account(s) with Agent or any Lender for all of Borrower’s Obligations as they become due from time to time under this Agreement including without limitation, interest, principal, fees and reimbursement of Expenses. Any payments received prior to 2:00 p.m. Eastern time on any Business Day shall be deemed received on such Business Day. Any payments (including any payment in full of the Obligations), received after 2:00 p.m. Eastern time on any Business Day shall be deemed received on the immediately following Business Day. (ii) Agent will have the right to collect and receive all payments of the Obligations, and to collect and receive all reimbursements for draws made under the Letters of Credit, together with all fees, charges or other amounts due under this Agreement and the Loan Documents and shall promptly distribute such payments to Lenders and Issuing Bank in accordance with the terms of Sections 2.5 and 2.12. (iii) If any such payment received by Agent is rescinded, determined to be unenforceable or invalid or is otherwise required to be returned for any reason at any time, whether before or after termination of this Agreement and the Loan Documents, each Lender shall, upon written notice from Agent, promptly pay over to Agent its Pro Rata Percentage of the amount so rescinded, held unenforceable or invalid or required to be returned, together with interest and other fees thereon if also required to be rescinded or returned. (iv) All payments by Agent and Lenders to each other hereunder shall be in immediately available funds. Agent will at all times maintain proper books of account and records reflecting the interest of each Lender in the Term Loans and the Letters of Credit, in a manner customary to Agent’s keeping of such records, which books and records shall be available for inspection by each Lender at reasonable times during normal business hours, at such Lender’s sole expense. In the event that any Lender shall receive any payments (whether prior to or after the occurrence of an Event of Default) in reduction of the Obligations in an amount greater than its applicable Pro Rata Percentage in respect of indebtedness to Lenders evidenced hereby (including, without limitation, amounts obtained by reason of setoffs), such Lender shall hold such excess in trust (to the extent such Lender is lawfully able to do so) for Agent (on behalf of all other Lenders) and shall promptly remit to Agent such excess amount so that the amounts received by each Lender hereunder shall at all times be in accordance with its applicable Pro Rata Percentage. To the extent necessary for each Lender’s actual percentage of all outstanding Term Loans to equal its applicable Pro Rata Percentage, the Lender having a greater share of any payment(s) than its applicable Pro Rata Percentage shall acquire a participation in the applicable outstanding balances of the Term Loan Pro Rata Shares of the other Lenders as determined by Agent. (i) Term Loans which may be made by Lenders from time to time under the Term Loan Facility shall be made available for the use and benefit of Borrower by crediting such proceeds to Borrower’s operating account with Agent as designated in the Advance Request. (ii) All cash Advances requested by Borrower under the Term Loan Facility are to be in writing pursuant to a written request (“Advance Request”) executed by an Authorized Officer in the form of Exhibit D attached hereto. Requests for Base Rate Loans must be requested by 10:00 A.M., Eastern time, on the date such Advance is to be made. Requests for LIBOR Rate Loans must be requested by the Borrower for the funding of each Loan10:00 A.M. Eastern time, the Agent shall be authorized three (but not obligated3) to advance, for the account of each Business Days in advance of the Lenders, date such Advance is to be made and must specify the amount of the LIBOR Rate Loan and the LIBOR Interest Period. If no LIBOR Interest Period is specified, the LIBOR Interest Period shall be deemed to be made by it a one month period. (A) Agent shall provide Lenders with notice that Borrower has requested a Base Rate Loan, on the same Business Day as such request and request each Lender to provide Agent with such Lender’s Pro Rata Percentage of such requested Base Rate Loan prior to Agent’s making such Base Rate Loan. Upon receipt of such notice from Agent prior to 11:00 A.M. Eastern time, each Lender shall remit to Agent its respective Pro Rata Percentage of such requested Base Rate Loan, prior to 2:00 P.M. Eastern time, on the Business Day Agent is scheduled to make such Base Rate Loan in accordance with provisions of Article 2 Section 2.5(b)(i) hereof. Each If notice is received after 11:00 A.M. Eastern time, each Lender shall remit its respective Pro Rata Percentage of the Base Rate Loan on the next Business Day. (B) Agent shall provide Lenders hereby authorizes with notice that Borrower has requested a LIBOR Rate Loan, three (3) Business Days in advance of the requested LIBOR Rate Loan and requests request each Lender to provide Agent with such Lender’s Pro Rata Percentage of such requested LIBOR Rate Loan prior to Agent’s making such LIBOR Rate Loan. Upon receipt of such notice from Agent, each Lender shall remit to Agent its respective Pro Rata Percentage of such requested LIBOR Rate Loan, prior to 2:00 P.M. Eastern time, on the Business Day Agent is scheduled to make such LIBOR Rate Loan in accordance with Section 2.5(b)(i) hereof. (C) Neither Agent nor any other Lender shall be obligated, for any reason whatsoever, to remit or advance for the share of any other Lender. Agent shall not be required to make the full amount of the requested cash Advance unless and until it receives funds representing each other Lender’s Pro Rata Percentage of such requested cash Advance, but Agent shall advance to Borrower that portion of the requested cash Advance equal to the Pro Rata Percentages of such requested cash Advance which it has received from Lenders. (D) If Agent does not receive each other Lender’s Pro Rata Percentage of such requested cash Advance, and Agent elects, in its accountsole discretion, to make the requested cash Advance on behalf of Lenders or any of them, Agent shall be entitled to recover each Lender’s Pro Rata Percentage of each cash Advance together with interest at a per annum rate equal to the Federal Funds Rate during the period commencing on the date such cash Advance is made and ending on (but excluding) the date Agent recovers such amount. Each Lender is absolutely and unconditionally obligated, without deduction or setoff of any kind, to forward to Agent its Pro Rata Percentage of each cash Advance made pursuant to the terms hereof, of this Agreement. To the amount of the Loan to be made by it, and each of the Lenders agrees forthwith to reimburse the extent Agent in immediately available funds for the amount so advanced on its behalf by the Agent. If any such reimbursement is not made in immediately available funds on the same day on which the Agent shall have made any reimbursed by such amount available on behalf of any Lender, such Lender Borrower shall pay interest to the repay Agent at a rate per annum equal to the Agent's cost of obtaining overnight funds in the New York Federal Funds Market for the first day following the time when such Lender fails to make the required reimbursementimmediately on demand, and thereafter at a rate per annum equal to the Alternate Rate. (b) Any amounts received by the Agent in connection with this Agreement or the Notes the application of which is not otherwise provided for, shall be applied, first, to pay accrued but unpaid Commitment Fees in accordance with the Lenders' unused Commitments, second, to pay accrued but unpaid interest on the Notes in proportion to the amounts owed to each Lender, third, to repay the principal balance outstanding on the Notes (allocated in accordance with the outstanding amounts thereof owing to each Lender as set forth on the Schedule of Commitments attached as Schedule 1.1 hereto) and fourth, to pay other amounts payable to the Agent. All amounts to be paid to any of the Lenders by the Agent shall be credited to the Lenders, after collection by the Agent, in immediately available funds either by wire transfer or deposit in such Lender's correspondent account with the Agent, or as such Lender and the Agent shall from time to time agree.such

Advances and Payments. (a) On The proceeds of all Revolving Loans shall be credited by the date requested Bank to a general deposit account maintained by the Borrower for with the funding Bank. The proceeds of each Loan, Revolving Loan will be used by the Agent shall be authorized Borrower solely for (but not obligatedi) to advance, for the account repayment of each existing Indebtedness listed on item 1.12 of the Lendersattached Disclosure Schedule, the amount of the Loan to be made by it in accordance with provisions of Article 2 hereof. Each of the Lenders hereby authorizes (ii) working capital and requests the Agent to advance for its account, pursuant to the terms hereof, the amount of the Loan to be made by it, general corporate purposes and each of the Lenders agrees forthwith to reimburse the Agent in immediately available funds for the amount so advanced on its behalf by the Agent. If any such reimbursement is not made in immediately available funds on the same day on which the Agent shall have made any such amount available on behalf of any Lender, such Lender shall pay interest to the Agent at a rate per annum equal to the Agent's cost of obtaining overnight funds in the New York Federal Funds Market for the first day following the time when such Lender fails to make the required reimbursement, and thereafter at a rate per annum equal to the Alternate Rate(iii) funding LC Draw Obligations. (b) Any amounts received by The Bank may charge any general deposit account of the Agent Borrower at the Bank with the amount of all payments of interest, principal and other sums due, from time to time, under this letter agreement and/or the Revolving Note; and will promptly thereafter notify the Borrower of the amount so charged. The failure of the Bank so to charge any account or to give any such notice shall not affect the obligation of the Borrower to pay interest, principal or other sums as provided herein or in connection with this Agreement the Revolving Note. (c) Whenever any payment to be made to the Bank hereunder, under the Revolving Note or the Notes the application as to any Letter of Credit shall be stated to be due on a day which is not otherwise provided fora Business Day, such payment may be made on the next succeeding Business Day, and interest payable on each such date shall include the amount thereof which shall accrue during the period of such extension of time. All payments by the Borrower hereunder, in respect of the Revolving Note or in respect of any Letter of Credit shall be appliedmade without reduction for any Impositions or taxes and without deduction, firstset-off or counterclaim, notwithstanding any claim which the Borrower may now or at any time hereafter have against the Bank. All payments of interest, principal and any other sum payable hereunder, under the Revolving Note and/or as to pay accrued but unpaid Commitment Fees in accordance with the Lenders' unused Commitments, second, to pay accrued but unpaid interest on the Notes in proportion any Letter of Credit shall be made to the amounts owed to each LenderBank, third, to repay the principal balance outstanding on the Notes (allocated in accordance with the outstanding amounts thereof owing to each Lender as set forth on the Schedule of Commitments attached as Schedule 1.1 hereto) and fourth, to pay other amounts payable to the Agent. All amounts to be paid to any lawful money of the Lenders by the Agent shall be credited to the Lenders, after collection by the Agent, United States in immediately available funds either by wire transfer or deposit in funds, at its office at 100 Xxxxxxx Xxxxxx, Xxxxxx, XX 00000 xx to such Lender's correspondent account with other address as the Agent, or as such Lender and the Agent shall Bank may from time to time agreedirect. All payments received by the Bank after 2:00 p.m. on any day shall be deemed received as of the next succeeding Business Day. All monies received by the Bank shall be applied first to fees, charges, costs and expenses then due and payable to the Bank under this letter agreement, the Revolving Note and/or any of the other Loan Documents, next to interest then accrued on account of any Revolving Loans and only thereafter to principal of the Floating Rate Loans, then to the principal of LIBOR Loans and then to LC Draw Obligations. (d) If the entire amount of any required payment of principal and/or interest on the Revolving Loans or any LC Draw Obligation is not paid within ten (10) days after the same is due, the Borrower shall pay to the Bank a late fee equal to five percent (5%) of the required payment; provided, that this ss.1.12

Advances and Payments. (a) On the date requested by the Borrower for the funding of each Loan, the Agent shall be authorized (but not obligated) to advance, for the account of each of the Lenders, the amount of the Loan to be made by it in accordance with provisions of Article 2 hereofits Tranche A Commitment or Tranche B Commitment, as the case may be, hereunder. Each of the Lenders hereby authorizes and requests Should the Agent to advance for its accountdo so, pursuant to the terms hereof, the amount of the Loan to be made by it, and each of the Lenders agrees forthwith to reimburse the Agent in immediately available funds for the amount so advanced on its behalf by the Agent. If any such reimbursement is , together with interest at the Federal Funds Effective Rate if not made in immediately available funds so reimbursed on the same day on which date due from and including such date but not including the Agent shall have made any such amount available on behalf date of any Lender, such Lender shall pay interest to the Agent at a rate per annum equal to the Agent's cost of obtaining overnight funds in the New York Federal Funds Market for the first day following the time when such Lender fails to make the required reimbursement, and thereafter at a rate per annum equal to the Alternate Rate. (b) Any amounts received by the Agent in connection with this Agreement or (other than amounts to which the Notes Agent is entitled pursuant to Sections 2.20, 8.04 and 10.05), the application of which is not otherwise provided for, for in this Agreement shall be applied, first, in accordance with each Lender’s Tranche A Commitment Percentage or Tranche B Commitment Percentage to pay accrued but unpaid Commitment Fees or Letter of Credit Fees, second, in accordance with the Lenders' unused Commitments, second, each Lender’s Tranche A Commitment Percentage to pay accrued but unpaid interest on the Notes in proportion to the amounts owed to each Lender, third, to repay and the principal balance outstanding on and all LC Disbursements in respect of the Notes (allocated Tranche A Commitment and third, in accordance with the outstanding amounts thereof owing to each Lender as set forth on the Schedule of Commitments attached as Schedule 1.1 hereto) and fourth, Lender’s Tranche B Commitment Percentage to pay other amounts payable to accrued but unpaid interest and the Agentprincipal balance outstanding in respect of the Tranche B Loan. All amounts to be paid to any of the Lenders a Lender by the Agent shall be credited to the Lendersthat Xxxxxx, after collection by the Agent, in immediately available funds either by wire transfer or deposit in such Lender's that Xxxxxx’s correspondent account with the Agent, or as such Lender Xxxxxx and the Agent shall from time to time agree.

Advances and Payments. (a) On the date requested by the Borrower for the funding of each Loan, the Administrative Agent shall be authorized (but not obligated) to advance, for the account of each of the Tranche A DIP Lenders, the amount of the Loan to be made by it in accordance with provisions of Article 2 hereofits Tranche A Commitment hereunder. Each of Should the Lenders hereby authorizes and requests the Administrative Agent to advance for its accountdo so, pursuant to the terms hereof, the amount of the Loan to be made by it, and each of the Tranche A DIP Lenders agrees forthwith to reimburse the Administrative Agent in immediately available funds for the amount so advanced on its behalf by the Administrative Agent. If any such reimbursement is , together with interest at the Federal Funds Effective Rate if not made in immediately available funds so reimbursed on the same day on which date due from and including such date but not including the Agent shall have made any such amount available on behalf date of any Lender, such Lender shall pay interest to the Agent at a rate per annum equal to the Agent's cost of obtaining overnight funds in the New York Federal Funds Market for the first day following the time when such Lender fails to make the required reimbursement, and thereafter at a rate per annum equal to the Alternate Rate. (b) Any amounts received by any of the Agent Agents in connection with any Loan Document (other than amounts to which such Agent is entitled to receive for its own account pursuant to Sections 2.20, 2.22, 8.06, 10.05 and 10.06 of this Agreement or the Notes Agreement), the application of which is not otherwise provided for, for in any Loan Document shall be applied, first, in accordance with each DIP Lender's Class Percentage to pay accrued but unpaid Commitment Fees (if any) or Letter of Credit Fees, and second, in accordance with the Lenders' unused Commitments, second, each DIP Lender's Class Percentage to pay accrued but unpaid interest on the Notes in proportion to the amounts owed to each Lender, third, to repay and the principal balance outstanding on the Notes (allocated in accordance with the and all reimbursed Letter of Credit drawings, and then to cash collateralize any outstanding amounts thereof owing to each Lender as set forth on the Schedule Letter of Commitments attached as Schedule 1.1 hereto) Credit Obligations and fourth, to pay any other amounts payable to the Agentoutstanding Obligation. All amounts to be paid to any of the Lenders a DIP Lender by the Administrative Agent shall be credited to the Lendersthat DIP Lender, after collection by the Administrative Agent, in immediately available funds either by wire transfer or deposit in such that DIP Lender's correspondent account with the Administrative Agent, or as such DIP Lender and the Administrative Agent shall from time to time agreeagree (except that any amounts to be paid to any Tranche B DIP Lender and required to be deposited pursuant to Section 2.02(b) in its Tranche B Credit-Linked Account shall be so deposited). Subject in any event to Section 8.03, in the event of an acceleration of the Loans and Reimbursement Obligations in accordance with the terms hereof, any payments with respect thereto shall be applied pro rata between the Classes, on the basis of the aggregate Tranche A Outstanding Exposure of all the Tranche A DIP Lenders and the aggregate Tranche B Outstanding Exposure of all the Tranche B DIP Lenders at such time.

Advances and Payments. (a) On the date requested by the Borrower for the funding of each Loan, the Agent shall be authorized (but not obligated) to advance, for the account of each of the Lenders, the amount of the Loan to be made by it in accordance with provisions of Article 2 hereofits Commitment hereunder. Each of the Lenders hereby authorizes and requests Should the Agent to advance for its accountdo so, pursuant to the terms hereof, the amount of the Loan to be made by it, and each of the Lenders agrees forthwith to reimburse the Agent in immediately available funds for the amount so advanced on its behalf by the Agent. If any such reimbursement is , together with interest at the Federal Funds Effective Rate if not made in immediately available funds so reimbursed on the same day on which date due from and including such date but not including the Agent shall have made any such amount available on behalf date of any Lender, such Lender shall pay interest to the Agent at a rate per annum equal to the Agent's cost of obtaining overnight funds in the New York Federal Funds Market for the first day following the time when such Lender fails to make the required reimbursement, and thereafter at a rate per annum equal to the Alternate Rate. (b) Any amounts received by the Agent in connection with this Agreement or (other than amounts to which the Notes Agent is entitled pursuant to Sections 2.19, 8.06, 10.05 and 10.06), the application of which is not otherwise provided for, for in this Agreement shall be applied, first, in accordance with each Tranche A Lender's Commitment Percentage to pay accrued but unpaid Commitment Fees or Letter of Credit Fees, second, in accordance with the Lenders' unused Commitments, second, each Tranche A Lender's Commitment Percentage to pay accrued but unpaid interest on the Notes in proportion to the amounts owed to each Lender, third, to repay and the principal balance outstanding on the Notes (allocated and all unreimbursed Letter of Credit drawings and third in accordance with the outstanding amounts thereof owing to each Lender as set forth on the Schedule of Commitments attached as Schedule 1.1 hereto) and fourth, Tranche B Lender's Tranche B Commitment Percentage to pay other amounts payable to accrued but unpaid interest and the Agentprincipal balance outstanding. All amounts to be paid to any of the Lenders a Lender by the Agent shall be credited to the Lendersthat Lender, after collection by the Agent, in immediately available funds either by wire transfer or deposit in such that Lender's correspondent account with the Agent, or as such Lender and the Agent shall from time to time agree.

Advances and Payments. (a) On the date requested by the Borrower for the funding of each Loan, the Administrative Agent shall be authorized (but not obligated) to advance, for the account of each of the applicable Lenders, the amount of the applicable Loan to be made by it in accordance with provisions its proportionate share of Article 2 hereofits Commitments hereunder. Each of the Lenders hereby authorizes and requests the Administrative Agent to advance for its account, pursuant to the terms hereof, the amount of the Loan to be made by it, and each of the Lenders agrees forthwith to reimburse the Administrative Agent in immediately available funds for the amount so advanced on its behalf by the Administrative Agent. If any such reimbursement is not made in immediately available funds on the same day on which the Administrative Agent shall have made any such amount available on behalf of any Lender, such Lender shall pay interest to the Administrative Agent at a rate per annum equal to the Administrative Agent's cost of obtaining overnight funds in the New York Federal Funds Market for the first day three days following the time when such the Lender fails to make the required reimbursement, and thereafter at a rate per annum equal to the Alternate RateBase Rate plus the Applicable Interest Margin for Base Rate Loans which are Revolving Credit Loans. If and to the extent that any such reimbursement shall not have been made to the Administrative Agent, the Borrower agrees to repay to the Administrative Agent forthwith on demand a corresponding amount with interest thereon for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent at the Base Rate plus the Applicable Interest Margin for Base Rate Loans which are Revolving Credit Loans. (b) Any If a Default or Event of Default has occurred and is then continuing, any amounts received by the Administrative Agent in connection with this Agreement or the Notes Fundamental Documents, the application of which is not otherwise provided for, shall be applied, applied as follows: first, to pay accrued but unpaid Commitment Fees in accordance with to the Lenders' unused Commitments, Agents all unreimbursed costs and expenses of the Agents which are payable by the Borrower or any of the other Credit Parties pursuant to any of the Fundamental Documents and all unreimbursed costs and expenses of the Lenders which are payable pursuant to this Credit Agreement; second, to pay each Lender, accrued but unpaid interest on the Notes Loans owed to each Lender and any fees, premiums, scheduled periodic payments and any interest accrued thereon owing under outstanding Hedging Agreements to each Hedging Bank, pro rata in proportion to accordance with the amounts owed to each Lender, such Lender and Hedging Bank; third, to repay pay pro rata to each Revolving Credit Lender the accrued but unpaid Revolving Credit Commitment Fees in accordance with each Lender's Revolving Credit Commitment Percentage; fourth, to pay pro rata to each Agent and each Lender all unpaid Fees; fifth, to pay the Swingline Lender, if any Swingline Loans are outstanding, the principal balance outstanding on the Notes (allocated Swingline Loans then outstanding; sixth, to pay to each Lender with a Loan outstanding, principal on the Loans in accordance with the amount of outstanding amounts thereof owing Loans owed to each Lender as set forth on and to pay to each Hedging Bank the Schedule of Commitments attached as Schedule 1.1 heretooutstanding Hedging Agreement Obligations (including, without limitation, any breakage, termination, or other payments, and any interest accrued thereon, arising under any Hedging Agreement) pro rata in accordance with the amounts owed to each Lender and fourtheach Hedging Bank; and seventh, to pay any other amounts payable to the Agentthen due under this Credit Agreement or any other Fundamental Document. All amounts to be paid to any of the Lenders Lender by the Administrative Agent shall be credited to the Lendersthat Lender, after collection by the Administrative Agent, in immediately available funds either by wire transfer or deposit in such Lender's correspondent account with the Administrative Agent, or as such Lender and the Administrative Agent shall agree in writing from time to time agreetime.

Advances and Payments. (a) On the date requested by the Borrower for the funding of each Loan, the Agent shall be authorized (but not obligated) to advance, for the account of each of the DIP Lenders, the amount of the Loan to be made by it in accordance with provisions of Article 2 hereofits Commitment hereunder. Each of the Lenders hereby authorizes and requests Should the Agent to advance for its accountdo so, pursuant to the terms hereof, the amount of the Loan to be made by it, and each of the DIP Lenders agrees forthwith to reimburse the Agent in immediately available funds for the amount so advanced on its behalf by the Agent. If any such reimbursement is , together with interest at the Federal Funds Effective Rate if not made in immediately available funds so reimbursed on the same day on which date due from and including such date but not including the Agent shall have made any such amount available on behalf date of any Lender, such Lender shall pay interest to the Agent at a rate per annum equal to the Agent's cost of obtaining overnight funds in the New York Federal Funds Market for the first day following the time when such Lender fails to make the required reimbursement, and thereafter at a rate per annum equal to the Alternate Rate. (b) Any amounts received by the Agent in connection with this Agreement or (other than amounts to which the Notes Agent is entitled pursuant to Sections 2.19, 8.06, 10.05 and 10.06), the application of which is not otherwise provided for, for in this Agreement shall be applied, firstFIRST, in accordance with each DIP Lender's Commitment Percentage to pay accrued but unpaid Commitment Fees or Letter of Credit Fees, and SECOND, in accordance with the Lenders' unused Commitments, second, each DIP Lender's Commitment Percentage to pay accrued but unpaid interest on the Notes in proportion to the amounts owed to each Lender, third, to repay and the principal balance outstanding on the Notes (allocated in accordance with the outstanding amounts thereof owing to each Lender as set forth on the Schedule and all reimbursed Letter of Commitments attached as Schedule 1.1 hereto) and fourth, to pay other amounts payable to the AgentCredit drawings. All amounts to be paid to any of the Lenders a DIP Lender by the Agent shall be credited to the Lendersthat XXX Xxxxxx, after collection by the Agent, in immediately available funds either by wire transfer or deposit in such Lenderthat XXX Xxxxxx's correspondent account with the Agent, or as such DIP Lender and the Agent shall from time to time agree.

Advances and Payments. (a) On the date requested by the Borrower for the funding The obligation of each LoanBank to make any Advance, the Agent proceeds of which are, at Borrower's request, to be wire transferred to Borrower or any other Person, shall be authorized (but not obligated) subject to advanceall applicable laws and regulations, for and the account of each policy of the LendersBoard of Governors of the Federal Reserve System on Reduction of Payments System Risk in effect from time to time ("Applicable Law and Policy"). Borrower acknowledges that, as a result of Applicable Law and Policy, the amount transmission of the Loan any funds which Borrower has requested to be made by it in accordance with provisions of Article 2 hereof. Each of the Lenders hereby authorizes and requests the Agent to advance for its account, pursuant to the terms hereof, the amount of the Loan to wire-transferred may be made by it, and each of the Lenders agrees forthwith to reimburse the Agent in immediately available funds for the amount so advanced on its behalf by the Agent. If any such reimbursement is not made in immediately available funds on the same day on which the Agent shall have made any such amount available on behalf of any Lender, such Lender shall pay interest to the Agent at a rate per annum equal to the Agent's cost of obtaining overnight funds in the New York Federal Funds Market for the first day following the time when such Lender fails to make the required reimbursement, and thereafter at a rate per annum equal to the Alternate Ratesignificantly delayed. (b) Any amounts received Principal, interest, and all other sums owed Bank under any Loan Document shall be evidenced by entries in records maintained by Bank for such purpose. Each payment on and any other credits with respect to principal, interest and all other sums outstanding under any Loan Document shall be evidenced by entries in such records. Bank's records shall be conclusive evidence thereof. (c) Notwithstanding the Agent rights given to Borrower pursuant to California Civil Code sections 1479 and 2822 or equivalent provisions in connection with the laws of the state specified in the governing law clause of this Agreement document (and any amendments or successors thereto), to designate how payments will be applied, Borrower hereby waives such rights and Bank shall have the Notes right in its sole discretion to determine the order and method of the application of which is not otherwise payments to this and/or any other credit facilities that may be provided for, by Bank to Borrower and to revise such application prospectively or retroactively at its discretion. (d) Borrower hereby expressly authorizes Bank to debit Borrower's Commercial Account for the amount of each payment of principal and interest and all other sums owed Bank under any Loan Document. Borrower shall have sufficient collected balances in said account in order that each such payment shall be applied, first, to pay accrued but available when due. (e) Any unpaid Commitment Fees in accordance with the Lenders' unused Commitments, second, to pay accrued but unpaid payments of principal or interest on the Notes in proportion Facilities shall bear interest from their respective maturities, whether scheduled or accelerated, at a fluctuating rate per annum at all times equal to the amounts owed to each LenderPrime Rate plus 5%, thirduntil paid in full, to repay the principal balance outstanding whether before or after judgment. (f) Interest and fees shall be calculated for actual days elapsed on the Notes (allocated basis of a 360-day year, which results in accordance with higher interest payments than if a 365-day year were used. Each change in the outstanding amounts thereof owing to each Lender as set forth rate of interest shall become effective on the Schedule of Commitments attached as Schedule 1.1 hereto) and fourth, date each Prime Rate change is announced within the Bank. In no event shall Borrower be obligated to pay other amounts payable to the Agent. All amounts to be paid to any interest at a rate in excess of the Lenders highest rate permitted by the Agent shall be credited to the Lenders, after collection by the Agent, in immediately available funds either by wire transfer or deposit in such Lender's correspondent account with the Agent, or as such Lender and the Agent shall applicable law from time to time agreein effect.

Advances and Payments. (a) On the date requested by the Borrower for the funding of each Loan, the Administrative Agent shall be authorized (but not obligated) to advance, for the account of each of the applicable Lenders, the amount of the Loan to be made by it in accordance with provisions of Article 2 hereofthis Agreement. Each of the Lenders hereby authorizes and requests the Administrative Agent to advance for its account, pursuant to the terms hereof, the amount of the Loan to be made by it, and each unless with respect to any Lender, such Lender has theretofore specifically notified the Administrative Agent that such Lender does not intend to fund that particular Loan. Each of the Lenders agrees forthwith to reimburse the Administrative Agent in immediately available funds for the amount so advanced on its behalf by the AgentAdministrative Agent pursuant to the immediately preceding sentence. If any such reimbursement is not made in immediately available funds on the same day on which the Administrative Agent shall have made any such amount available on behalf of any LenderLender in accordance with this Section 8.2, such Lender shall pay interest to the Administrative Agent at a rate per annum equal to the Administrative Agent's cost of obtaining overnight funds in the New York Federal Funds Market for Market. Notwithstanding the first day preceding sentence, if such reimbursement is not made by the second Business Day following the time when day on which the Administrative Agent shall have made any such amount available on behalf of any Lender or such Lender fails has indicated that it does not intend to make reimburse the required reimbursementAdministrative Agent, and thereafter the Borrower shall immediately pay such unreimbursed advance amount (plus any accrued, but unpaid interest at a the rate per annum equal to the Alternate Rateinterest rate applicable to such Loan) to the Administrative Agent. (b) Any amounts received by the Administrative Agent in connection with this Agreement or the Notes Loans the application of which is not otherwise provided for, for shall be applied, firstin accordance with each of the Lenders' pro rata interest therein, FIRST, to pay accrued but unpaid Commitment Facility Fees in accordance with the Lenders' unused Commitmentsand Utilization Fees, secondSECOND, to pay accrued but unpaid interest on the Notes in proportion to the amounts owed to each LenderLoans, thirdTHIRD, to repay pay the principal balance outstanding on the Notes (allocated in accordance with the outstanding amounts thereof owing to each Lender as set forth on the Schedule of Commitments attached as Schedule 1.1 hereto) Loans and fourthFOURTH, to pay other amounts payable to the AgentAdministrative Agent and/or the Lenders. All amounts to be paid to any of the Lenders by the Administrative Agent shall be credited to the applicable Lenders, after collection by the Administrative Agent, in immediately available funds either by wire transfer or deposit in such Lender's correspondent account with the Administrative Agent, or as such Lender and the Administrative Agent shall from time to time agree.

Advances and Payments. (a) On the date requested by the Borrower for the funding of each Loan, the Administrative Agent shall be authorized (but not obligated) to advance, for the account of each of the applicable Lenders, the amount of the Loan to be made by it in accordance with provisions of Article 2 hereofthis Agreement. Each of the Lenders hereby authorizes and requests the Administrative Agent to advance for its account, pursuant to the 50 terms hereof, the amount of the Loan to be made by it, and each unless with respect to any Lender, such Lender has theretofore specifically notified the Administrative Agent that such Lender does not intend to fund that particular Loan. Each of the Lenders agrees forthwith to reimburse the Administrative Agent in immediately available funds for the amount so advanced on its behalf by the AgentAdministrative Agent pursuant to the immediately preceding sentence. If any such reimbursement is not made in immediately available funds on the same day on which the Administrative Agent shall have made any such amount available on behalf of any LenderLender in accordance with this Section 8.2, such Lender shall pay interest to the Administrative Agent at a rate per annum equal to the Administrative Agent's cost of obtaining overnight funds in the New York Federal Funds Market for Market. Notwithstanding the first day preceding sentence, if such reimbursement is not made by the second Business Day following the time when day on which the Administrative Agent shall have made any such amount available on behalf of any Lender or such Lender fails has indicated that it does not intend to make reimburse the required reimbursementAdministrative Agent, and thereafter the Borrower shall immediately pay such unreimbursed advance amount (plus any accrued, but unpaid interest at a the rate per annum equal to the Alternate Rateinterest rate applicable to such Loan) to the Administrative Agent. (b) Any amounts received by the Administrative Agent in connection with this Agreement or the Notes Loans the application of which is not otherwise provided for, for shall be applied, firstin accordance with each of the Lenders' pro rata interest therein, FIRST, to pay accrued but unpaid Commitment Facility Fees in accordance with the Lenders' unused Commitmentsand Utilization Fees, secondSECOND, to pay accrued but unpaid interest on the Notes in proportion to the amounts owed to each LenderLoans, thirdTHIRD, to repay pay the principal balance outstanding on the Notes (allocated in accordance with the outstanding amounts thereof owing to each Lender as set forth on the Schedule of Commitments attached as Schedule 1.1 hereto) Loans and fourthFOURTH, to pay other amounts payable to the AgentAdministrative Agent and/or the Lenders. All amounts to be paid to any of the Lenders by the Administrative Agent shall be credited to the applicable Lenders, after collection by the Administrative Agent, in immediately available funds either by wire transfer or deposit in such Lender's correspondent account with the Administrative Agent, or as such Lender and the Administrative Agent shall from time to time agree.

Advances and Payments. (a) On the date requested by the Borrower for the funding of each Loan, the Administrative Agent shall be authorized (but not obligated) to advance, for the account of each of the applicable Lenders, the amount of the applicable Loan to be made by it in accordance with provisions its proportionate share of Article 2 hereofits Commitments hereunder. Each of the Lenders hereby authorizes and requests the Administrative Agent to advance for its account, pursuant to the terms hereof, the amount of the Loan to be made by it, and each of the Lenders agrees forthwith to reimburse the Administrative Agent in immediately available funds for the amount so advanced on its behalf by the Administrative Agent. If any such reimbursement is not made in immediately available funds on the same day on which the Administrative Agent shall have made any such amount available on behalf of any Lender, such Lender shall pay interest to the Administrative Agent at a rate per annum equal to the Administrative Agent's cost of obtaining overnight funds in the New York Federal Funds Market for the first day three days following the time when such the Lender fails to make the required reimbursement, and thereafter at a rate per annum equal to the Alternate RateBase Rate plus the Applicable Interest Margin for Base Rate Loans which are Revolving Credit Loans. If and to the extent that any such reimbursement shall not have been made to the Administrative Agent, the Borrower agrees to repay to the Administrative Agent forthwith on demand a corresponding amount with interest thereon for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent at the Base Rate plus the Applicable Interest Margin for Base Rate Loans which are Revolving Credit Loans. (b) Any If a Default or Event of Default has occurred and is then continuing, any amounts received by the Administrative Agent in connection with this Agreement or the Notes Fundamental Documents, the application of which is not otherwise provided for, shall be applied, applied as follows: 119 first, to pay to the Agents all unreimbursed costs and expenses of the Agents which are payable by the Borrower or any of the other Credit Parties pursuant to any of the Fundamental Documents and all unreimbursed costs and expenses of the Lenders which are payable pursuant to this Credit Agreement; second, to pay pro rata to each Lender with a Loan outstanding, accrued but unpaid interest on the Loans in accordance with the amount of outstanding Loans owed to each Lender; third, to pay pro rata to each Revolving Credit Lender and Delayed Draw Term Loan Lender the accrued but unpaid Commitment Fees in accordance with the Lenders' unused Commitments, secondeach Lender's Revolving Credit Commitment Percentage and Delayed Draw Term Loan Commitment Percentage; fourth, to pay accrued but pro rata to each Agent and each Lender all unpaid interest Fees; fifth, to pay pro rata to each Lender with a Loan outstanding, principal on the Notes Loans in proportion to accordance with the amounts amount of outstanding Loans owed to each Lender, third, to repay the principal balance outstanding on the Notes (allocated in accordance with the outstanding amounts thereof owing to each Lender as set forth on the Schedule of Commitments attached as Schedule 1.1 hereto) ; and fourthsixth, to pay any other amounts payable to the Agentthen due under this Credit Agreement or any other Fundamental Document. All amounts to be paid to any of the Lenders Lender by the Administrative Agent shall be credited to the Lendersthat Lender, after collection by the Administrative Agent, in immediately available funds either by wire transfer or deposit in such Lender's correspondent account with the Administrative Agent, or as such Lender and the Administrative Agent shall agree in writing from time to time agreetime.

Advances and Payments. (a) On Except to the date requested by extent otherwise set forth in this Agreement (or in the Borrower for case of an Interest Hedging Instrument under the funding applicable agreements), all payments of each Loanprincipal and of interest on the Revolving Credit, the Agent Reimbursement Obligations and all Expenses, fees, indemnification obligations and all other charges and any other Obligations of Borrower, shall be authorized (but not obligated) made to advanceLender at its banking office, for the account of each of the Lendersat XX Xxx 0000, the amount of the Loan to be made by it Xxxxxxxx, XX 00000-0000, or such other office as Lender may designate in accordance with provisions of Article 2 hereof. Each of the Lenders hereby authorizes and requests the Agent to advance for its accountwriting, pursuant to the terms hereofin United States Dollars, the amount of the Loan to be made by it, and each of the Lenders agrees forthwith to reimburse the Agent in immediately available funds. Borrower hereby authorizes Lender to charge checking account number 4245875913 maintained at Lender and further agrees that Lender shall have the unconditional right and discretion (and Borrower hereby authorizes Lender) to charge any of Borrower's operating and/or deposit account(s), in any event for all of Borrower's Obligations as they become due from time to time under this Agreement including, without limitation, interest, principal, fees, indemnification obligations and reimbursement of Expenses. Alternatively, Lender may in its discretion (and Borrower hereby authorizes Lender to) make a cash Advance under the Revolving Credit in a sum sufficient to pay all interest accrued and payable on the Obligations and to pay all costs, fees and Expenses owing hereunder. Borrower acknowledges that Borrower’s failure to maintain sufficient funds in any checking, operating or deposit account for payment of any of the amount so advanced on its behalf by the Agent. If Obligations, or Lender’s failure to charge any such reimbursement is account shall not made relieve Borrower of any payment obligation under this Agreement or any other Loan Document. Any payments received prior to 2:00 p.m. Eastern time on any Business Day shall be deemed received on such Business Day. Any payments (including any payment in immediately available funds full of the Obligations), received after 2:00 p.m. Eastern time on any Business Day shall be deemed received on the same day on which the Agent shall have made any such amount available on behalf of any Lender, such Lender shall pay interest to the Agent at a rate per annum equal to the Agent's cost of obtaining overnight funds in the New York Federal Funds Market for the first day immediately following the time when such Lender fails to make the required reimbursement, and thereafter at a rate per annum equal to the Alternate RateBusiness Day. (b) Any amounts received Cash Advances which may be made by the Agent in connection with this Agreement or the Notes the application of which is not otherwise provided for, shall be applied, first, to pay accrued but unpaid Commitment Fees in accordance with the Lenders' unused Commitments, second, to pay accrued but unpaid interest on the Notes in proportion to the amounts owed to each Lender, third, to repay the principal balance outstanding on the Notes (allocated in accordance with the outstanding amounts thereof owing to each Lender as set forth on the Schedule of Commitments attached as Schedule 1.1 hereto) and fourth, to pay other amounts payable to the Agent. All amounts to be paid to any of the Lenders by the Agent shall be credited to the Lenders, after collection by the Agent, in immediately available funds either by wire transfer or deposit in such Lender's correspondent account with the Agent, or as such Lender and the Agent shall from time to time agreeunder the Revolving Credit shall be made available by crediting such proceeds to Borrower's operating account with Lender. (i) All cash Advances requested by Borrower under the Revolving Credit that are (a) LIBOR Rate Loans must be in the minimum amount of Five Hundred Thousand Dollars ($500,000) and integral multiples of One Hundred Thousand Dollars ($100,000) in excess thereof and (b) Base Rate Loans must be in the minimum amount of One Hundred Thousand Dollars ($100,000) and integrated multiples of Ten Thousand Dollars ($10,000) in excess thereof. (ii) All cash Advances requested by Borrower under the Revolving Credit are to be in writing pursuant to a written request ("Advance Request") executed by an Authorized Officer in the form of Exhibit B attached hereto. Requests for Base Rate Loans and Daily LIBOR Rate Loans must be requested by 10:00 A.M., Eastern time, on the date such Advance is to be made. Requests for Adjusted LIBOR Rate Loans must be requested three (3) Business Days in advance and must specify the amount of such Adjusted LIBOR Rate Loan and the LIBOR Interest Period. If no LIBOR Interest Period is specified, the LIBOR Interest Period for an Adjusted LIBOR Rate Loan shall be deemed to be a one month period. Upon receiving a request for an Advance in accordance with subparagraph (ii) above, and subject to the conditions set forth in this Agreement, Lender shall make the requested Advance available to Borrower as soon as is reasonably practicable thereafter on the day the requested Advance is to be made. (c) Notwithstanding anything to the contrary herein, and subject to the terms of the Cash Management Agreement, all cash Advances requested by the Borrower constituting Daily LIBOR Rate Loans shall be made available by crediting such proceeds to Designated Account. In addition, the Lender will sweep all collected balances from the Cash Collateral Account at the end of each Business Day to pay down or payoff any outstanding Loans constituting Daily LIBOR Rate Loans and any remaining collected balances after such pay down or payoff shall be swept into the Designated Account. As used in the this paragraph, the terms “Designated Account” and “Cash Collateral Account” shall have the meanings ascribed to them in the Cash Management Agreement.

Advances and Payments. (a) On the date requested by the Borrower for the funding of each Loan, the Administrative Agent shall be authorized (but not obligated) to advance, for the account of each of the Lenders, the amount of the Loan to be made by it in accordance with provisions of Article 2 hereofits Percentage hereunder. Each of the Lenders hereby authorizes and requests the Administrative Agent to advance for its account, pursuant to the terms hereof, the amount of the Loan to be made by it, and each of the Lenders agrees forthwith to reimburse the Administrative Agent in immediately available funds for the amount so advanced on its behalf by the Administrative Agent. If any such reimbursement is not made in immediately available funds on the same day on which the Administrative Agent shall have made any such amount available on behalf of any Lender, such Lender shall pay interest to the Administrative Agent at a rate per annum equal to the Administrative Agent's ’s cost of obtaining overnight funds in the New York Federal Funds Market for the first day three days following the time when such the Lender fails to make the required reimbursement, and thereafter at a rate per annum equal to the Alternate RateBase Rate plus the Applicable Margin for Alternate Base Rate Loans. If and to the extent that any such reimbursement shall not have been made to the Administrative Agent, the Borrower agrees to repay to the Administrative Agent forthwith on demand a corresponding amount with interest thereon for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, in the case of an Alternate Base Rate Loan, at the Alternate Base Rate plus the Applicable Margin for Alternate Base Rate Loans and, in the case of a Eurodollar Loan, at the LIBO Rate plus the Applicable Margin for Eurodollar Loans. (b) Any As between the Administrative Agent and the Lenders, any amounts received by the Administrative Agent in connection with this the Credit Agreement or the Notes Notes, the application of which is not otherwise provided for, shall be appliedapplied as soon as reasonably practicable, in accordance with each Lender’s Percentage, first, to pay accrued but unpaid Commitment Fees in accordance with the Lenders' unused CommitmentsFees, second, to pay accrued but unpaid interest on the Notes in proportion to accordance with the amounts amount of outstanding Loans owed to each Lender, third, to repay the principal balance outstanding on the Notes (allocated with amounts payable on the principal balance outstanding on the Notes in accordance with the outstanding amounts thereof owing to each Lender as set forth on the Schedule of Commitments attached as Schedule 1.1 heretoLender’s Percentage) and amounts outstanding under Currency Agreements and Interest Rate Protection Agreements, fourth, to satisfy or provide cash collateral for all Obligations relating to Letters of Credit, fifth, to pay amounts outstanding under Currency Agreements and Interest Rate Protection Agreements, and sixth, to pay any other amounts payable to the Administrative Agent. All amounts to be paid to any of the Lenders Lender by the Administrative Agent shall be credited to the Lendersthat Lender, after collection by the Administrative Agent, in immediately available funds either by wire transfer or deposit in such Lender's ’s correspondent account with the Administrative Agent, or as such Lender and the Administrative Agent shall from time to time agree.

Advances and Payments. (a) On the date requested by the Borrower for the funding of each Loan, the Administrative Agent shall be authorized (but not obligated) to advance, for the account of each of the applicable Lenders, the amount of the Loan to be made by it in accordance with provisions of Article 2 hereofthis Agreement. Each of the Lenders hereby authorizes and requests the Administrative Agent to advance for its account, pursuant to the terms hereof, the amount of the Loan to be made by it, and each unless with respect to any Lender, such Lender has theretofore specifically notified the Administrative Agent that such Lender does not intend to fund that particular Loan. Each of the Lenders agrees forthwith to reimburse the Administrative Agent in immediately available funds for the amount so advanced on its behalf by the AgentAdministrative Agent pursuant to the immediately preceding sentence. If any such reimbursement is not made in immediately available funds on the same day on which the Administrative Agent shall have made any such amount available on behalf of any LenderLender in accordance with this Section 8.2, such Lender shall pay interest to the Administrative Agent at a rate per annum equal to the Administrative Agent's ’s cost of obtaining overnight funds in the New York Federal Funds Market for Market. Notwithstanding the first day preceding sentence, if such reimbursement is not made by the second Business Day following the time when day on which the Administrative Agent shall have made any such amount available on behalf of any Lender or such Lender fails has indicated that it does not intend to make reimburse the required reimbursementAdministrative Agent, and thereafter the Borrower shall immediately pay such unreimbursed advance amount (plus any accrued, but unpaid interest at a the rate per annum equal to the Alternate Rateinterest rate applicable to such Loan) to the Administrative Agent. (b) Any amounts received by the Administrative Agent in connection with this Agreement or the Notes Loans the application of which is not otherwise provided for, for shall be applied, in accordance with each of the Lenders’ pro rata interest therein, first, to pay accrued but unpaid Commitment Facility Fees in accordance with the Lenders' unused Commitmentsand Utilization Fees, second, to pay accrued but unpaid interest on the Notes in proportion to the amounts owed to each LenderLoans, third, to repay pay the principal balance outstanding on the Notes (allocated in accordance with the outstanding amounts thereof owing to each Lender as set forth on the Schedule of Commitments attached as Schedule 1.1 hereto) Loans and fourth, to pay other amounts payable to the AgentAdministrative Agent and/or the Lenders. All amounts to be paid to any of the Lenders by the Administrative Agent shall be credited to the applicable Lenders, after collection by the Administrative Agent, in immediately available funds either by wire transfer or deposit in such Lender's ’s correspondent account with the Administrative Agent, or as such Lender and the Administrative Agent shall from time to time agree.

Advances and Payments. (a) On The proceeds of all 1999-2000 Term Loans --------------------- shall be credited by the date requested Bank to a general deposit account maintained by the Borrower for with the funding Bank. The proceeds of each Loan, 1999-2000 Term Loan will be used by the Agent shall be authorized Borrower solely to pay (but not obligatedor reimburse the Borrower for) to advance, for the costs of acquisition of Qualifying Equipment. The Bank may charge any general deposit account of each of the Lenders, Borrower at the Bank with the amount of all payments of interest, principal and other sums due, from time to time, under this letter agreement, the Loan 1998 Term Note and/or the 1999 Term Note and/or with respect to any Obligations relating to ACH transactions; and will thereafter notify the Borrower of the amount so charged. The failure of the Bank so to charge any account or to give any such notice shall not affect the obligation of the Borrower to pay interest, principal or other sums as provided herein, in the 1998 Term Note or in the 1999 Term Note or with respect to any Obligations relating to the ACH transactions. Whenever any payment to be made to the Bank hereunder, under the 1998 Term Note, under the 1999 Term Note and/or with respect to any Obligations relating to ACH transactions shall be stated to be due on a day which is not a Business Day, such payment may be made on the next succeeding Business Day, and interest payable on each such date shall include the amount thereof which shall accrue during the period of such extension of time. All payments by it the Borrower hereunder and/or in accordance with provisions of Article 2 hereof. Each respect of the Lenders hereby authorizes 1998 Term Note or the 1999 Term Note and/or with respect to any Obligations relating to ACH transactions shall be made net of any impositions or taxes and requests without deduction, set-off or counterclaim, notwithstanding any claim which the Agent Borrower may now or at any time hereafter have against the Bank. All payments of interest, principal and any other sum payable hereunder, under the 1998 Term Note and/or the 1999 Term Note and/or with respect to advance for its account, pursuant any Obligations relating to ACH transactions shall be made to the terms hereofBank, the amount in lawful money of the Loan to be made by it, and each of the Lenders agrees forthwith to reimburse the Agent United States in immediately available funds for funds, at its office at Xxx Xxxxxxx Xxxxxx, Xxxxxx, XX 00000 or to such other address as the amount so advanced on its behalf by the AgentBank may from time to time direct. If any such reimbursement is not made in immediately available funds on the same day on which the Agent shall have made any such amount available on behalf of any Lender, such Lender shall pay interest to the Agent at a rate per annum equal to the Agent's cost of obtaining overnight funds in the New York Federal Funds Market for the first day following the time when such Lender fails to make the required reimbursement, and thereafter at a rate per annum equal to the Alternate Rate. (b) Any amounts All payments received by the Agent Bank after 2:00 p.m. on any day shall be deemed received as of the next succeeding Business Day. All monies received by the Bank hereunder shall (unless an Event of Default has occurred and is then continuing) be applied as designated in connection with this Agreement writing by the Borrower at the time of such payment and, failing such designation (or the Notes the application if an Event of which Default has occurred and is not otherwise provided forthen continuing), shall be appliedapplied first to fees, firstcharges, to pay accrued but unpaid Commitment Fees in accordance with the Lenders' unused Commitments, second, to pay accrued but unpaid interest on the Notes in proportion to the amounts owed to each Lender, third, to repay the principal balance outstanding on the Notes (allocated in accordance with the outstanding amounts thereof owing to each Lender as set forth on the Schedule of Commitments attached as Schedule 1.1 hereto) costs and fourth, to pay other amounts expenses payable to the Agent. All amounts to be paid Bank under this letter agreement, any Term Note and/or any of the other Loan Documents and/or with respect to any of the Lenders by other Obligations, next to interest then accrued on account of any Term Loans or other Obligations and only thereafter to principal of the Agent Term Loans and the other Obligations. All interest and fees payable hereunder and/or under any Term Note and/or with respect to any of the other Obligations shall be credited to calculated on the Lenders, after collection by basis of a 360-day year for the Agent, in immediately available funds either by wire transfer or deposit in such Lender's correspondent account with the Agent, or as such Lender and the Agent shall from time to time agreeactual number of days elapsed.

Advances and Payments. (a) On the date requested by the Borrower for the funding of each Loan, the Administrative Agent shall be authorized (but not obligated) to advance, for the account of each of the Lenders, the amount of the Loan to be made by it in accordance with provisions of Article 2 hereofthis Agreement. Each of the Lenders hereby authorizes and requests the Administrative Agent to advance for its account, pursuant to the terms hereof, the amount of the Loan to be made by it, and each unless with respect to any Lender, such Lender has theretofore specifically notified the Administrative Agent that such Lender does not intend to fund that particular Loan. Each of the Lenders agrees forthwith to reimburse the Administrative Agent in immediately available funds for the amount so advanced on its behalf by the AgentAdministrative Agent pursuant to the immediately preceding sentence. If any such reimbursement is not made in immediately available funds on the same day on which the Administrative Agent shall have made any such amount available on behalf of any LenderLender in accordance with this Section 8.2, such Lender shall pay interest to the Administrative Agent at a rate per annum equal to the Administrative Agent's cost of obtaining overnight funds in the New York Federal Funds Market for Market. Notwithstanding the first day preceding sentence, if such reimbursement is not made by the second Business Day following the time when day on which the Administrative Agent shall have made any such amount available on behalf of any Lender or such Lender fails has indicated that it does not intend to make reimburse the required reimbursementAdministrative Agent, and thereafter the Borrower shall immediately pay such unreimbursed advance amount (plus any accrued, but unpaid interest at a the rate per annum equal applicable to ABR Loans) to the Alternate RateAdministrative Agent. (b) Any amounts received by the Administrative Agent in connection with this Agreement or the Notes the application of which is not otherwise provided for, for shall be applied, in accordance with each of the Lenders' pro rata interest therein, first, to pay accrued but unpaid Commitment Fees in accordance with the Lenders' unused CommitmentsFacility Fees, second, to pay accrued but unpaid interest on the Notes in proportion to the amounts owed to each LenderNotes, third, to repay the principal balance outstanding on the Notes (allocated in accordance with the outstanding amounts thereof owing to each Lender as set forth on the Schedule of Commitments attached as Schedule 1.1 hereto) and fourth, to pay other amounts payable to the AgentAdministrative Agent and/or the Lenders. All amounts to be paid to any of the Lenders by the Administrative Agent shall be credited to the Lenders, promptly after collection by the Administrative Agent, in immediately available funds either by wire transfer or deposit in such Lender's correspondent account with the Administrative Agent, or as such Lender and the Administrative Agent shall from time to time agree.

Advances and Payments. (a) On the date requested by the Borrower for the funding of each Revolving Credit Loan, the Administrative Agent shall be authorized (but not obligated) to advance, for the account of each of the Revolving Credit Lenders, the amount of the Revolving Credit Loan to be made by it in accordance with provisions of Article 2 hereofits Revolving Credit Percentage hereunder. Each of the Revolving Credit Lenders hereby authorizes and requests the Administrative Agent to advance for its account, pursuant to the terms hereof, the amount of the Revolving Credit Loan to be made by it, and each of the Revolving Credit Lenders agrees forthwith to reimburse the Administrative Agent in immediately available funds for the amount so advanced on its behalf by the Administrative Agent. If any such reimbursement is not made in immediately available funds on the same day on which the Administrative Agent shall have made any such amount available on behalf of any Revolving Credit Lender, such Revolving Credit Lender shall pay interest to the Administrative Agent at a rate per annum equal to the Administrative Agent's cost of obtaining overnight funds in the New York Federal Funds Market for the first day three days following the time when such the Revolving Credit Lender fails to make the required reimbursement, and thereafter at a rate per annum equal to the Alternate RateBase Rate plus the Applicable Interest Margin for Base Rate Loans which are Revolving Credit Loans. If and to the extent that any such reimbursement shall not have been made to the Administrative Agent, the Borrower agrees to repay to the Administrative Agent forthwith on demand a corresponding amount with interest thereon for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent at the Base Rate plus the Applicable Interest Margin for Base Rate Loans which are Revolving Credit Loans. (b) Any As between the Administrative Agent on the one hand and the Secured Parties on the other hand, any amounts received by the Administrative Agent in connection with this Agreement the Fundamental Documents (other than amounts to which either Agent, the Issuing Bank or the Notes any Lender is entitled pursuant to Section 2.9(b), 2.11, 2.12, 2.13, 2.14, 2.17, 13.4 or 13.5 hereof), the application of which is not otherwise provided for, shall be applied, applied as follows: (1) at a time when no Event of Default has occurred and is then continuing first, to pay the accrued but unpaid Commitment Fees, Letter of Credit Fees and outstanding Obligations of the type described in clause (a)(iii) of the definition of "Obligations" appearing in Article 1 hereof on a pro rata basis determined in accordance with amounts owed with respect to the Lenders' unused Commitments, foregoing; second, to pay accrued but unpaid interest on the Notes Revolving Credit Loans in proportion to accordance with the amounts amount of outstanding Revolving Credit Loans owed to each Lender, ; third, to repay pay the principal outstanding balance outstanding on of the Notes Revolving Credit Loans (allocated with amounts payable to each Lender to be determined in accordance with the amount of outstanding amounts thereof owing Revolving Credit Loans owed to each Lender as set forth on the Schedule of Commitments attached as Schedule 1.1 hereto) and such Lender); fourth, to pay other accrued but unpaid interest on the Term Loans in accordance with the amount of outstanding Term Loans owed to each Lender; fifth, to pay the principal outstanding balance of the Tranche A Loans (to be applied against the scheduled amortization payments of the Tranche A Loans in the order of the maturity thereof and with amounts payable to each Lender to be determined in accordance with the Agentamount of outstanding Tranche A Loans owed to such Lender); sixth, to pay the principal outstanding balance of the Tranche B Loans (to be applied against the scheduled amortization payments of the Tranche B Loans in the order of the maturity thereof and with amounts payable to each Lender to be determined in accordance with the amount of outstanding Tranche B Loans owed to such Lender); seventh, to pay the principal outstanding balance of the Tranche C Loans (to be applied in the order of maturity thereof and with amounts payable to each Lender to be determined in accordance with the amount of outstanding Tranche C Loans owed to such Lender); and eighth, to pay the remainder of the Obligations or any other amounts then due under this Credit Agreement or any other Fundamental Document; and (2) at a time when an Event of Default has occurred and is then continuing, first, to pay all unreimbursed costs and expenses of the Agents which are payable by the Borrower or any of the other Credit Parties pursuant to any of the Fundamental Documents and then all unreimbursed costs and expenses of the Lenders which are payable pursuant to this Credit Agreement, second, to pay the accrued but unpaid Commitment Fees in accordance with each Revolving Credit Lender's Revolving Credit Percentage, Letter of Credit Fees and outstanding Obligations of the type described in clause (a)(iii) of the definition of "Obligations" appearing in Article 1 hereof on a pro rata basis determined in accordance with amounts owed with respect to the foregoing; third, to pay accrued but unpaid interest on the Revolving Credit Loans in accordance with the amount of outstanding Revolving Credit Loans owed to each Revolving Credit Lender; fourth, to pay the principal outstanding balance of the Revolving Credit Loans (with amounts payable to each Revolving Credit Lender to be determined in accordance with the amount of outstanding Revolving Credit Loans owed to such Revolving Credit Lender), to cash collateralize Letters of Credit in accordance with the terms of this Credit Agreement and to pay the Issuing Bank for all unreimbursed drawings under the Letters of Credit on a pro rata basis determined in accordance with amounts owed with respect to the foregoing; fifth, to pay accrued but unpaid interest on the Term Loans in accordance with the amount of outstanding Term Loans owed to each Lender; sixth, to pay the principal outstanding balance of the Tranche A Loans, the Tranche B Loans and the Tranche C Loans pro rata (to be applied in the inverse order of the maturity of such Loans within each tranche and with amounts payable to each Lender to be determined in accordance with the amount of outstanding Loans within each tranche owed to such Lender); and seventh, to pay the remainder of the Obligations or any other amounts then due under this Credit Agreement or any other Fundamental Document. All amounts to be paid to any of the Lenders Lender by the Administrative Agent shall be credited to the Lendersthat Lender, after collection by the Administrative Agent, in immediately available funds either by wire transfer or deposit in such Lender's correspondent account with the Administrative Agent, or as such Lender and the Administrative Agent shall agree in writing from time to time agreetime.

Advances and Payments. (a) On the date requested The proceeds of each Revolving Loan will be used by the Borrower solely for the funding of each Loan, the Agent shall be authorized (but not obligated) to advance, for the account of each of the Lenders, the amount of the Loan to be made by it in accordance with provisions of Article 2 hereof. Each of the Lenders hereby authorizes working capital and requests the Agent to advance for its account, pursuant to the terms hereof, the amount of the Loan to be made by it, and each of the Lenders agrees forthwith to reimburse the Agent in immediately available funds for the amount so advanced on its behalf by the Agent. If any such reimbursement is not made in immediately available funds on the same day on which the Agent shall have made any such amount available on behalf of any Lender, such Lender shall pay interest to the Agent at a rate per annum equal to the Agent's cost of obtaining overnight funds in the New York Federal Funds Market for the first day following the time when such Lender fails to make the required reimbursement, and thereafter at a rate per annum equal to the Alternate Rategeneral corporate purposes. (b) Any amounts received by Whenever any payment to be made to the Agent in connection with this Agreement Lender hereunder, or under the Notes the application of Revolving Note, shall be stated to be due and payable on a day which is not otherwise provided fora Business Day, such payment shall be applied, first, to pay accrued but unpaid Commitment Fees in accordance with the Lenders' unused Commitments, second, to pay accrued but unpaid interest made on the Notes in proportion to next succeeding Business Day, and interest payable on each such date shall include the amounts owed to each amount thereof which shall accrue during the period of such extension of time. Notwithstanding any claim which the Borrower may now or at any time hereafter have against the Lender, thirdall payments by the Borrower hereunder in respect of the Revolving Note shall be made without deduction, set-off or counterclaim, and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Borrower is compelled by law to repay make such deduction or withholding. If any such obligation is imposed upon the principal balance outstanding on the Notes (allocated in accordance Borrower with the outstanding amounts thereof owing respect to each Lender as set forth on the Schedule of Commitments attached as Schedule 1.1 hereto) and fourth, to pay other amounts any amount payable to the Agent. All amounts to be paid to by it hereunder or under any of the Lenders other Loan Documents, the Borrower will pay to the Lender, on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amount in US Dollars as shall be necessary to enable the Lender to receive the same net amount which the Lender would have received on such due date had no such obligation been imposed upon the Borrower. The Borrower will deliver promptly to the Lender certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Agent Borrower hereunder or under such other Loan Document. (c) All payments of interest, principal and any other sum payable hereunder, under the Revolving Note shall be credited made to the LendersLender, after collection by in lawful money of the Agent, United States in immediately available funds either by wire transfer or deposit in such Lender's correspondent account with the Agentfunds, at its office at Xxx Xxxxxx Xxxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, Attention: Xxxxxx Xxxxx, or to such other address as such the Lender and the Agent shall may from time to time agreedirect. All payments received by the Lender after 2:00 p.m. on any day shall be deemed received as of the next succeeding Business Day. All monies received by the Lender shall be applied first to fees, charges, costs and expenses then due and payable to the Lender under this letter agreement, the Revolving Note and/or any of the other Loan Documents, next to interest then accrued on account of any Revolving Loans, and only thereafter to the principal balance of the Revolving Loans. (d) If the entire amount of any required payment of principal and/or interest on the Revolving Loans is not paid within ten (10) days after the same is due, the Borrower shall, in addition to any amount owing under Section 1.4(b) hereof, pay to the Lender a late fee equal to five percent (5%) of the required payment; provided, that this Section 1.7(d) shall not apply to any amount whose maturity shall have been accelerated or to the principal balance of the Revolving Loans outstanding as of the Maturity Date.

Advances and Payments. (a) On the date requested by the Borrower for the funding of each Loan, the Administrative Agent shall be authorized (but not obligated) to advance, for the account of each of the Lenders, the amount of the Loan to be made by it in accordance with provisions of Article 2 hereofthis Agreement. Each of the Lenders hereby authorizes and requests the Administrative Agent to advance for its account, pursuant to the terms hereof, the amount of the Loan to be made by it, and each unless with respect to any Lender, such Lender has theretofore specifically notified the Administrative Agent that such Lender does not intend to fund that particular Loan. Each of the Lenders agrees forthwith to reimburse the Administrative Agent in immediately available funds for the amount so advanced on its behalf by the AgentAdministrative Agent pursuant to the immediately preceding sentence. If any such reimbursement is not made in immediately available funds on the same day on which the Administrative Agent shall have made any such amount available on behalf of any LenderLender in accordance with this Section 8.2, such Lender shall pay interest to the Administrative Agent at a rate per annum equal to the Administrative Agent's ’s cost of obtaining overnight funds in the New York Federal Funds Market for Market. Notwithstanding the first day preceding sentence, if such reimbursement is not made by the second Business Day following the time when day on which the Administrative Agent shall have made any such amount available on behalf of any Lender or such Lender fails has indicated that it does not intend to make reimburse the required reimbursementAdministrative Agent, and thereafter the Borrower or the relevant Subsidiary Borrower shall immediately pay such unreimbursed advance amount (plus any accrued, but unpaid interest at a the rate per annum equal applicable to ABR Loans) to the Alternate RateAdministrative Agent. (b) Any amounts received by the Administrative Agent in connection with this Agreement or the Notes the application of which is not otherwise provided for, for shall be applied, in accordance with each of the Lenders’ pro rata interest therein where applicable, first, to pay amounts payable to the Administrative Agent and the Issuing Lenders solely in each of their capacities as such, second, to pay accrued but unpaid Commitment Fees in accordance with the Lenders' unused CommitmentsFacility Fees, secondthird, to pay accrued but unpaid interest on the Notes in proportion to the amounts owed to each LenderLoans and letter of credit commissions, thirdfourth, to repay pay the principal balance outstanding on the Notes (allocated Loans and unpaid reimbursement obligations in accordance with respect of Letters of Credit and to Cash Collateralize that portion of the outstanding amounts thereof owing to each Lender as set forth on L/C Exposure comprised of the Schedule aggregate undrawn amount of Commitments attached as Schedule 1.1 hereto) Letters of Credit, and fourth, fifth to pay other amounts amount payable to the AgentLeaders. All amounts to be paid to any of the Lenders by the Administrative Agent shall be credited to the Lenders, promptly after collection by the Administrative Agent, in immediately available funds either by wire transfer or deposit in such Lender's ’s correspondent account with the Administrative Agent, or as such Lender and the Administrative Agent shall from time to time agree.