Common use of Collections and Disbursements Clause in Contracts

Collections and Disbursements. (a) Agent will have the right to collect and receive all payments of the Notes, and to collect and receive all reimbursements due hereunder, together with all fees, charges or other amounts due under this Agreement and the other Transaction Documents with regard to the Notes, and Agent will remit to each Purchaser, according to its pro rata percentage, all such payments actually received by Agent in accordance with the settlement procedures established from time to time. Settlements shall occur on such dates as Agent may elect in its sole discretion, but which date shall be no later than two (2) Business Days after request by Agent. (b) If any such payment received by Agent is rescinded or otherwise required to be returned for any reason at any time, whether before or after termination of this Agreement or the other Transaction Documents, each Purchaser will, upon written notice from Agent, promptly pay over to Agent its pro rata percentage of the amounts so rescinded or returned, together with interest and other fees thereon so rescinded or returned. (c) All payments by Agent and Purchasers to each other hereunder shall be in immediately available funds. Agent will at all times maintain proper books of accounts and records reflecting the interest of each Purchaser in the Notes, in a manner customary to Agent’s keeping of such records, which books and records shall be available for inspection by each Purchaser at reasonable times during normal business hours, at such Purchaser’s sole expense. Agent may treat the payees of any Note as the holder thereof until written notice of the transfer thereof shall have been received by Agent in accordance with Section 6.3. In the event that any Purchaser shall receive any payment in reduction of the Notes in an amount greater than its applicable pro rata percentage in respect of obligations to Purchasers evidenced hereby (including, without limitation amounts obtained by reason of setoffs) such Purchaser shall hold such excess in trust for Agent (on behalf of all other Purchasers) and shall promptly remit to Agent such excess amount so that the amounts received by each Purchaser hereunder shall at all times be in accordance with its applicable pro rata percentage. If, however, any Purchaser that has received any such excess amount fails to remit such amount to the Agent, the Agent shall reallocate the amounts paid on the next payment date to each Purchaser so that, after giving effect to such payments, the pro rata obligations owed by the Company to each Purchaser shall be in an amount equal to the pro rata amount owed by the Company before the date of the payment of such excess amount. In no event shall any Purchaser be deemed to have a participation or other right in, to or against any other Purchaser’s Note as a result of the payment of any excess amount.

Collections and Disbursements. (a) The Agent will have the right to collect and receive all payments of the NotesLoans and obligations hereunder, and to collect and receive all reimbursements due hereunder, together with all fees, charges or other amounts due under this Agreement and the other Transaction Documents with regard to the NotesLoans and obligations hereunder, and the Agent will remit to each PurchaserLender, according to its pro rata percentagepercentage of the applicable Loans and obligations hereunder as set forth on Annex A attached hereto, all such payments actually received by the Agent (other fees due and owing to the Agent pursuant to the Fee Letter and the fees and expenses of the Agent payable by the Borrower pursuant to Section 11.4 hereof) in accordance with the settlement procedures established by the Agent from time to time. Settlements shall occur on such dates as the Agent may elect in its sole discretion, but which date shall be no later than two (2) Business Days after request by Agentfollowing receipt thereof. (b) If any such payment received by the Agent is rescinded or otherwise required to be returned for any reason at any time, whether before or after termination of this Agreement or the other Transaction Documents, each Purchaser Lender will, upon written notice from the Agent, promptly pay over to the Agent its pro rata percentage of the amounts so rescinded or returned, together with interest and other fees thereon so rescinded or returned. (c) All payments by the Agent and Purchasers the Lenders to each other hereunder shall be in immediately available funds. The Agent will at all times maintain proper books of accounts and records reflecting the interest of each Purchaser Lender in the NotesLoans and obligations hereunder, in a manner customary to the Agent’s 's keeping of such records, which books and records shall be available for inspection by each Purchaser Lender at reasonable times during normal business hours, at such Purchaser’s Lender's sole expense. The Agent may treat the payees of any Note Loan as the holder thereof until written notice of the transfer thereof shall have been received by the Agent in accordance with Section 6.3the provisions hereof. In the event that any Purchaser Lender shall receive any payment in reduction on account of the Notes any Loans or obligations hereunder in an amount greater than its applicable pro rata percentage of all amounts received by all Lenders in respect of such class of Loans and obligations to Purchasers evidenced hereby hereunder (including, without limitation including amounts obtained by reason of setoffs) such Purchaser Lender shall hold such excess in trust for the Agent (on behalf of all other PurchasersLenders) and shall promptly remit to the Agent such excess amount so that the amounts received by each Purchaser Lender in respect of such class of Loans and obligations hereunder shall at all times be in accordance with its applicable pro rata percentage. If, however, any Purchaser Lender that has received any such excess amount fails to remit such amount to the Agent, the Agent shall reallocate the amounts paid on the next future payment date dates to each Purchaser Lender so that, after giving effect to such payments, the pro rata obligations owed by the Company Loan Parties to each Purchaser Lender shall be in an amount equal to the pro rata amount owed by the Company Loan Parties before the date of the payment of such excess amount. In no event shall any Purchaser Lender be deemed to have a participation or other right in, to or against any other Purchaser’s Note Lender's Loan as a result of the payment of any excess amount.

Collections and Disbursements. (a) The Agent will have the right to collect and receive all payments of the Notes, and to collect and receive all reimbursements due hereunderObligations, together with all fees, charges or and other amounts due under this Agreement and the other Transaction Documents with regard to the NotesLoan Documents, and the Agent will remit to each Purchaser, Lender according to its pro rata percentage, applicable Pro Rata Percentage all such payments actually received by Agent in accordance with (subject to any required clearance procedures) on the settlement procedures established from time same Business Day of receipt thereof (but if such payments shall not have been received by the Agent prior to time. Settlements shall occur 1:00 p.m. Eastern Time on such dates as Agent may elect in its sole discretionBusiness Day then, but which date shall be no later than two (2) on the next Business Days after request by AgentDay). (b) On the Business Day for which notice is given Lenders by Agent with respect to requested Advances (which notice shall state the date and amount of such payment), each Lender shall remit to the Agent its Pro Rata Percentage of the payment in respect to such Advance. The obligation of Lenders hereunder are unconditional, not subject to set-off, and irrevocable and may not be terminated at any time. (c) If any such payment received by the Agent is rescinded 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 or and the other Transaction Loan Documents, each Purchaser Lender will, upon written notice from the Agent, promptly pay over to the Agent its pro rata percentage Pro Rata Percentage of the amounts amount so rescinded rescinded, held unenforceable or invalid or required to be returned, together with interest and other fees thereon so if also required to be rescinded or returned. (cd) All payments by the Agent and Purchasers the Lenders to each other hereunder shall be in immediately available funds. The Agent will at all times maintain proper books of accounts account and records reflecting the interest of each Purchaser Lender in the NotesCredit Facility, in a manner customary to the Agent’s 's keeping of such records, which books and records shall be available for inspection by each Purchaser Lender at reasonable times during normal business hours, at such Purchaser’s Lender's sole expense. Agent may treat the payees of any Note as the holder thereof until written notice of the transfer thereof shall have been received by Agent in accordance with Section 6.3. In the event that any Purchaser Lender shall receive any payment payments in reduction of the Notes Obligations in an amount greater than its applicable pro rata percentage Pro Rata Percentage in respect of obligations indebtedness to Purchasers the Lenders evidenced hereby (including, without limitation amounts obtained by reason of setoffs) ), such Purchaser Lender shall hold such excess in trust for Agent (on behalf of all other PurchasersLenders) and shall promptly remit to the Agent such excess amount so that the amounts received by each Purchaser Lender hereunder shall at all times be in accordance with its applicable pro rata percentagePro Rata Percentage. If, however, any Purchaser that has received any such excess amount fails To the extent necessary for each Lender's actual percentage of all outstanding Loans to remit such amount to the Agentequal its applicable Pro Rata Percentage, the Agent Lender having a greater share of any payment(s) than its applicable Pro Rata Percentage shall reallocate acquire a participation in the amounts paid on the next payment date to each Purchaser so that, after giving effect to such payments, the pro rata obligations owed by the Company to each Purchaser shall be in an amount equal to the pro rata amount owed by the Company before the date applicable outstanding balances of the payment of such excess amount. In no event shall any Purchaser be deemed to have a participation or other right in, to or against any other Purchaser’s Note as a result Pro Rata Shares of the payment of any excess amountother Lenders as determined by Agent.

Collections and Disbursements. (a) The Agent will have the right to collect and receive all payments of the Notes, and to collect and receive all reimbursements due hereunderObligations, together with all fees, charges or and other amounts due under this Agreement and the other Transaction Documents with regard to the NotesLoan Documents, and the Agent will remit to each Purchaser, Lender according to its pro rata percentage, applicable Pro Rata Percentages all such payments actually received by Agent in accordance with (subject to any required clearance procedures) on the settlement procedures established from time same Business Day of receipt thereof (but if such payments shall not have been received by the Agent prior to time. Settlements shall occur 12:00 noon Eastern Time on such dates as Agent may elect in its sole discretionBusiness Day then, but which date shall be no later than two (2) on the next Business Days after request by AgentDay). (b) On the Business Day for which notice is given Lenders by Agent with respect to requested Advances (which notice shall state the date and amount of such payment), each Lender shall remit to the Agent its Pro Rata Percentage of the payment in respect to such Advance. The obligations of Lenders hereunder are unconditional, not subject to set-off, and irrevocable and may not be terminated at any time. (c) If any such payment received by the Agent is rescinded 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 or and the other Transaction Loan Documents, each Purchaser Lender will, upon written notice from the Agent, promptly pay over to the Agent its pro rata percentage Pro Rata Percentage of the amounts amount so rescinded rescinded, held unenforceable or invalid or required to be returned, together with interest and other fees thereon so if also required to be rescinded or returned. (cd) All payments by the Agent and Purchasers the Lenders to each other hereunder shall be in immediately available funds. The Agent will at all times maintain proper books of accounts account and records reflecting the interest of each Purchaser Lender in the NotesCredit Facility, in a manner customary to the Agent’s 's keeping of such records, which books and records shall be available for inspection by each Purchaser Lender at reasonable times during normal business hours, at such Purchaser’s Lender's sole expense. Agent may treat the payees of any Note as the holder thereof until written notice of the transfer thereof shall have been received by Agent in accordance with Section 6.3. In the event that any Purchaser Lender shall receive any payment payments in reduction of the Notes Obligations in an amount greater than its applicable pro rata percentage Pro Rata Percentage in respect of obligations indebtedness to Purchasers the Lenders evidenced hereby (including, without limitation amounts obtained by reason of setoffs) ), such Purchaser Lender shall hold such excess in trust IN TRUST for Agent (on behalf of all other PurchasersLenders) and shall promptly remit to the Agent such excess amount so that the amounts received by each Purchaser Lender hereunder shall at all times be in accordance with its applicable pro rata percentagePro Rata Percentage. If, however, any Purchaser that has received any such excess amount fails To the extent necessary for each Lender's actual percentage of all outstanding Loans to remit such amount to the Agentequal its applicable Pro Rata Percentage, the Agent Lender having a greater share of any payment(s) than its applicable Pro Rata Percentage shall reallocate acquire a participation in the amounts paid on the next payment date to each Purchaser so that, after giving effect to such payments, the pro rata obligations owed by the Company to each Purchaser shall be in an amount equal to the pro rata amount owed by the Company before the date applicable outstanding balances of the payment of such excess amount. In no event shall any Purchaser be deemed to have a participation or other right in, to or against any other Purchaser’s Note as a result Pro Rata Shares of the payment of any excess amountother Lenders as determined by Agent.

Collections and Disbursements. (a) Administrative Agent will have the right to collect and receive all payments of the NotesObligations, and to collect and receive all reimbursements due hereunderfor draws made under the Letters of Credit, together with all fees, charges or other amounts due under this Agreement and the other Transaction Documents with regard to the Notes, and Agent will remit to each Purchaser, according to its pro rata percentage, all such payments actually received by Agent in accordance with the settlement procedures established from time to time. Settlements shall occur on such dates as Agent may elect in its sole discretion, but which date shall be no later than two (2) Business Days after request by AgentLoan Documents. (b) Administrative Agent shall pay to each Lender, following receipt by Administrative Agent, from the interest actually received by Administrative Agent from Borrower, a sum equal to the interest calculated for the actual number of days elapsed on the basis of a year of 360 days, on each Lender's actual Revolving Credit Loan Balance at the rate equal to the applicable rate of interest chosen by Borrower with respect to the outstanding Advances or otherwise in effect under this Agreement. If Administrative Agent should for any reason receive less than the full amount of the interest or other compensation due under the Loan Documents, each Lender's share of such interest or compensation shall proportionately decrease. (c) If any such payment received by Administrative Agent is rescinded 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 or and the other Transaction Loan Documents, each Purchaser Lender will, upon written notice from Administrative Agent, promptly pay over to Administrative Agent its pro rata percentage Pro Rata Percentage of the amounts amount so rescinded rescinded, held unenforceable or invalid or required to be returned, together with interest and other fees thereon so if also required to be rescinded or returned. (cd) All payments by Administrative Agent and Purchasers Lenders to each other hereunder shall be in immediately available funds. Administrative Agent will at all times maintain proper books of accounts account and records reflecting the interest of each Purchaser Lender in the NotesRevolving Credit and the Letters of Credit, in a manner customary to Administrative Agent’s 's keeping of such records, which books and records shall be available for inspection by each Purchaser Lender at reasonable times during normal business hours, at such Purchaser’s Lender's sole expense. Agent may treat the payees of any Note as the holder thereof until written notice of the transfer thereof shall have been received by Agent in accordance with Section 6.3. In the event that any Purchaser Lender shall receive any payment payments in reduction of the Notes Obligations in an amount greater than its applicable pro rata percentage Pro Rata Percentage in respect of obligations indebtedness to Purchasers Lenders evidenced hereby (including, without limitation amounts obtained by reason of setoffs) ), such Purchaser Lender shall hold such excess in trust (to the extent such Lender is lawfully able to do so) for Administrative Agent (on behalf of all other PurchasersLenders) and shall promptly remit to Administrative Agent such excess amount so that the amounts received by each Purchaser Lender hereunder shall at all times be in accordance with its applicable pro rata percentagePro Rata Percentage. IfTo the extent necessary for each Lender's actual percentage of all outstanding Loans to equal its applicable Pro Rata Percentage, howeverthe 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 Pro Rata Shares of the other Lenders as determined by Administrative Agent. (e) The proceeds from the sale or disposition of any Collateral shall be applied first to Expenses incurred by Administrative Agent, any Purchaser that has received any such excess amount fails then to remit such amount accrued but unpaid interest, then to accrued but unpaid Fees, then to the Agentprincipal balance of Loans in accordance with each Lender's Pro Rata Percentage and then to Expenses, the Agent shall reallocate the amounts paid on the next payment date to each Purchaser so thatif any, after giving effect to such payments, the pro rata obligations owed incurred by the Company to each Purchaser shall be in an amount equal any Lender (to the pro rata amount owed extent subject to reimbursement by the Company before the date of the payment of such excess amount. In no event shall any Purchaser be deemed to have a participation or other right in, to or against any other Purchaser’s Note as a result of the payment of any excess amountBorrower hereunder) in accordance with its Pro Rata Percentages.

Collections and Disbursements. (a) Agent will have the right to collect and receive all payments of the Notes, and to collect and receive all reimbursements due hereunder, together with all fees, charges or other amounts due under this Agreement and the other Transaction Purchase Documents with regard to the Notes, and Agent will remit to each Purchaser, according to its pro rata percentage, all such payments actually received by Agent (other than pursuant to the Fee Letter to the extent such Fee Letter calls for a different allocation of fees) in accordance with the settlement procedures established from time to time. Settlements shall occur on such dates as Agent may elect in its sole discretion, but which date shall be no later than two (2) Business Days after request by Agentfollowing receipt thereof. (b) If any such payment received by Agent is rescinded or otherwise required to be returned for any reason at any time, whether before or after termination of this Agreement or the other Transaction Purchase Documents, each Purchaser will, upon written notice from Agent, promptly pay over to Agent its pro rata percentage of the amounts so rescinded or returned, together with interest and other fees thereon so rescinded or returned. (c) All payments by Agent and Purchasers to each other hereunder shall be in immediately available funds. Agent will at all times maintain proper books of accounts and records reflecting the interest of each Purchaser in the Notes, in a manner customary to Agent’s keeping of such records, which books and records shall be available for inspection by each Purchaser at reasonable times during normal business hours, at such Purchaser’s sole expense. Agent may treat the payees of any Note as the holder thereof until written notice of the transfer thereof shall have been received by Agent in accordance with Section 6.3. In the event that any Purchaser shall receive any payment in reduction of the Notes in an amount greater than its applicable pro rata percentage in respect of obligations to Purchasers Purchaser evidenced hereby (including, without limitation amounts obtained by reason of setoffs) such Purchaser shall hold such excess in trust for Agent (on behalf of all other Purchasers) and shall promptly remit to Agent such excess amount so that the amounts received by each Purchaser hereunder shall at all times be in accordance with its applicable pro rata percentage. If, however, any Purchaser that has received any such excess amount fails to remit such amount to the Agent, the Agent shall reallocate the amounts paid on the next payment date to each Purchaser so that, after giving effect to such payments, the pro rata obligations owed by the Company to each Purchaser shall be in an amount equal to the pro rata amount owed by the Company before the date of the Note and Equity Purchase Agreement 93 payment of such excess amount. In no event shall any Purchaser be deemed to have a participation or other right in, to or against any other Purchaser’s Note as a result of the payment of any excess amount.

Collections and Disbursements. (a) Agent will have the right to collect and receive all payments of the Notes, and to collect and receive all reimbursements due hereunder, together with all fees, charges or other amounts due under this Agreement and the other Transaction Purchase Documents with regard to the Notes, and Agent will remit to each Purchaser, according to its pro rata percentage, all such payments actually received by Agent (other than pursuant to the Fee Letter) in accordance with the settlement procedures established from time to time. Settlements shall occur on such dates as Agent may elect in its sole discretion, but which date shall be no later than two (2) Business Days after request by Agentfollowing receipt thereof. (b) If any such payment received by Agent is rescinded or otherwise required to be returned for any reason at any time, whether before or after termination of this Agreement or the other Transaction Purchase Documents, each Purchaser will, upon written notice from Agent, promptly pay over to Agent its pro rata percentage of the amounts so rescinded or returned, together with interest and other fees thereon so rescinded or returned. (c) All payments by Agent and Purchasers to each other hereunder shall be in immediately available funds. Agent will at all times maintain proper books of accounts and records reflecting the interest of each Purchaser in the Notes, in a manner customary to Agent’s 's keeping of such records, which books and records shall be available for inspection by each Purchaser at reasonable times during normal business hours, at such Purchaser’s 's sole expense. Agent may treat the payees of any Note as the holder thereof until written notice of the transfer thereof shall have been received by Agent in accordance with Section 6.36.3 hereof. In the event that any Purchaser shall receive any payment in reduction of the Notes in an amount greater than its applicable pro rata percentage in respect of obligations to Purchasers Purchaser evidenced hereby (including, without limitation amounts obtained by reason of setoffs) such Purchaser shall hold such excess in trust for Agent (on behalf of all other Purchasers) and shall promptly remit to Agent such excess amount so that the amounts received by each Purchaser hereunder shall at all times be in accordance with its applicable pro rata percentage. If, however, any Purchaser that has received any such excess amount fails to remit such amount to the Agent, the Agent shall reallocate the amounts paid on the next payment date to each Purchaser so that, after giving effect to such payments, the 63 pro rata obligations owed by the Company to each Purchaser shall be in an amount equal to the pro rata amount owed by the Company before the date of the payment of such excess amount. In no event shall any Purchaser be deemed to have a participation or other right in, to or against any other Purchaser’s 's Note as a result of the payment of any excess amount.

Collections and Disbursements. (a) Agent will have the right to collect and receive all payments of the NotesObligations, and to collect and receive all reimbursements due hereunderfor draws made under the Letters of Credit, together with all fees, charges or other amounts due under this Agreement and the other Transaction Documents with regard to the NotesLoan Documents, and Agent will remit to each PurchaserLender, according to its pro rata percentageapplicable Pro Rata Percentage, all such payments actually received by Agent (subject to any required clearance procedures) in accordance with the settlement procedures established by Agent from time to time. Settlements shall occur on such dates as , provided that each Lender acknowledges that the Agent Fee and issuance and other administrative fees for Letters of Credit may elect in be retained by Agent for its sole discretion, but which date shall be no later than two (2) Business Days after request by Agentown account. (b) If any such payment received by Agent is rescinded or otherwise required to be returned for any reason at any time, whether before or after termination of this Agreement or and the other Transaction Loan Documents, each Purchaser Lender will, upon written notice from Agent, promptly pay over to Agent its pro rata percentage Pro Rata Percentage of the amounts amount so rescinded or returned, together with interest and other fees thereon so if also required to be rescinded or returned. (c) All payments by Agent and Purchasers Lenders to each other hereunder shall be in immediately available funds. Agent will at all times maintain proper books of accounts account and records reflecting the interest of each Purchaser Lender in the NotesRevolving Loan, in a manner customary to Agent’s 's keeping of such records, which books and records shall be available for inspection by each Purchaser Lender at reasonable times during normal business hours, at such Purchaser’s Lender's sole expense. Agent may treat the payees of any Revolving Loan Note as the holder thereof until written notice of the transfer thereof shall have been received by Agent in accordance with Section 6.3Agent. In the event that any Purchaser Lender shall receive any payment payments in reduction of the Notes Revolving Loan in an amount greater than its applicable pro rata percentage Pro Rata Percentage in respect of obligations indebtedness to Purchasers Lenders evidenced hereby (including, without limitation amounts obtained by reason of setoffs) ), such Purchaser Lender shall hold such excess in trust IN TRUST for Agent (on behalf of all other PurchasersLenders) and shall promptly remit to Agent such excess amount so that the amounts received by each Purchaser Lender hereunder shall at all times be in accordance with its applicable pro rata percentagePro Rata Percentage. If, howeverTo the extent necessary for each Lender's actual percentage of all outstanding Advances to equal its applicable Pro Rata Percentage, any Purchaser that has received Lender having a greater share of any such excess amount fails to remit such amount to payment(s) than its applicable Pro Rata Percentage shall acquire a participation in the Agent, the Agent shall reallocate the amounts paid on the next payment date to each Purchaser so that, after giving effect to such payments, the pro rata obligations owed by the Company to each Purchaser shall be in an amount equal to the pro rata amount owed by the Company before the date applicable Pro Rata Percentage of the payment of such excess amount. In no event shall any Purchaser be deemed to have a participation or other right in, to or against any other Purchaser’s Note Lenders as a result of the payment of any excess amountdetermined by Agent.

Collections and Disbursements. (a) The Administrative Agent will have the right to collect and receive all payments of the NotesObligations, and to collect and receive all reimbursements due hereunderfor draws made under the Letters of Credit, together with all fees, charges or other amounts due under this Agreement and the other Transaction Documents with regard to the NotesLoan Documents, and the Administrative Agent will remit to each PurchaserLender, according to its pro rata percentagePro Rata Percentage, all such payments actually received by the Administrative Agent in accordance with (subject to any required clearance procedures) on the settlement procedures established from time same Business Day of receipt thereof (provided such payments shall have been received by the Administrative Agent prior to 1:00 p.m., Philadelphia time. Settlements shall occur , on such dates as Agent may elect in its sole discretion, but which date shall be no later than two (2Business Day) otherwise on the next Business Days after request by AgentDay. (b) If any such payment received by the Administrative Agent is rescinded or otherwise required to be returned for any reason at any time, whether before or after termination of this Agreement or and the other Transaction Loan Documents, each Purchaser Lender will, upon written notice from Agent, the Administrative Agent promptly pay over to the Administrative Agent its pro rata percentage Pro Rata Percentage of the amounts amount so rescinded or returned, together with interest and other fees thereon so if also required to be rescinded or returned. (c) On the same Business Day on which notice is given to the Lenders by the Administrative Agent (or on the next following Business Day if such notice is not given by the Administrative Agent prior to 1:00 p.m., Philadelphia time) with respect to any payment which has been made on account of any Letter of Credit, which notice shall state the date and amount of such payment, each Lender (other than the payor Lender) shall remit to the payor Lender its Pro Rata Percentage of the payment in respect of such Letter of Credit. The obligations of the Lenders hereunder are unconditional, not subject to setoff and irrevocable and may not be terminated at any time. (d) All payments by the Administrative Agent and Purchasers the Lenders to each other hereunder shall be in lawful money of the United States of America and in immediately available funds. The Administrative Agent will at all times maintain proper books of accounts account and records reflecting the interest of each Purchaser Lender in the NotesRevolving Credit and the Letters of Credit, in a manner customary to the Administrative Agent’s 's keeping of such records, which books and records shall be available for inspection by each Purchaser Lender at reasonable times during normal business hours, at such Purchaser’s Lender's sole expense. The Administrative Agent may treat the payees of any Revolving Credit Note as the holder thereof until written notice of the transfer thereof shall have been received by Agent in accordance the Administrative Agent. (e) Each Lender and each subsequent holder by acceptance of a Revolving Credit Note agree among themselves that (i) with Section 6.3. In respect to all amounts received by them which are applicable to the event that any Purchaser shall receive any payment in reduction of principal of or interest on the Revolving Credit Notes in an amount greater than its applicable pro rata percentage and amounts payable in respect of obligations to Purchasers evidenced hereby (includingany fees or commissions hereunder, without limitation amounts obtained by reason of setoffs) such Purchaser shall hold such excess in trust for Agent (on behalf of all other Purchasers) and shall promptly remit to Agent such excess amount so that the amounts received by each Purchaser hereunder shall at all times equitable adjustment will be in accordance with its applicable pro rata percentage. If, however, any Purchaser that has received any such excess amount fails to remit such amount to the Agent, the Agent shall reallocate the amounts paid on the next payment date to each Purchaser made so that, after giving effect to in effect, all such payments, amounts will be shared among the Lenders pro rata obligations based on their respective Pro Rata Share of the Obligations with respect to which such payment was received, whether received by voluntary payment, by the exercise of the right of setoff or banker's lien, by counterclaim or cross action or by the enforcement of any or all of the Revolving Credit Notes, (ii) if any of them shall exercise any right of counterclaim, setoff, banker's lien or similar right with respect to amounts owed by the Company to each Purchaser Borrower or any Guarantor hereunder or under the Revolving Credit Notes that Lender or holder, as the case may be, shall be in an apportion the amount equal to the pro rata amount owed by the Company before the date of the payment of such excess amount. In no event shall any Purchaser be deemed to have a participation or other right in, to or against any other Purchaser’s Note recovered as a result of the payment exercise of such right pro rata in accordance with each Lender's Pro Rata Percentage, and (iii) if any of them shall thereby through the exercise of any excess amountright of counterclaim, setoff, banker's lien or otherwise or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or rejection of a proportion of the aggregate amount of principal and interest due with respect to the Revolving Credit Notes held by the Lender or holder, or any other amount payable hereunder which is greater than the proportion received by any other holder of the Revolving Credit Notes in respect of the aggregate amount of principal and interest due with respect to the Revolving Credit Notes held by it or any other amount payable hereunder that Lender or that holder of the Revolving Credit Notes receiving such proportionately greater payments shall (y) notify each other Lender and the Administrative Agent of such receipt and (z) purchase for cash, without recourse or warranty, participations (which it shall be deemed to have done simultaneously upon the receipt of such payment) in the Revolving Credit Notes held by the other holders so that all such recoveries of principal and interest with respect to the Revolving Credit Notes shall be proportionate to their respective Pro Rata Percentages; provided, however, that if all or part of such proportionately greater payment received by such purchasing holder is thereafter recovered from such holder, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to that holder to the extent of such recovery, but without interest. The Borrower expressly consents to the foregoing arrangement.

Collections and Disbursements. (a) The Agent will have the right to collect and receive all payments of the Notes, and to collect and receive all reimbursements due hereunderObligations, together with all fees, charges or other amounts due under this Agreement and the other Transaction Documents with regard Loan Documents. On each Settlement Date, the Agent shall make a determination of the actual outstanding dollar amount of each Lender’s Loans based upon its Pro Rata Percentage (or such lesser percentage if such Lender has failed to remit a required payment to the Notes, and Agent will remit hereunder) of the outstanding principal amount of all Loans. (b) The Agent shall pay to each PurchaserLender, according to its pro rata percentageon each Settlement Date, all such payments from the interest actually received by Agent from the Borrower, a sum equal to the interest calculated for the actual number of days elapsed on the basis of a year of 360 days, on each Lender’s outstanding balance of its Loans at the rate equal to the applicable rate of interest chosen by the Borrower with respect to such Lender’s Pro Rata Percentage of the Loans outstanding. If the Agent should for any reason receive less than the full amount of the interest or other compensation due under the Loan Documents, each Lender’s share of such interest or compensation shall decrease in accordance with the settlement procedures established from time proportion to time. Settlements shall occur on such dates as Agent may elect in its sole discretion, but which date shall be no later than two (2) Business Days after request by Agenteach Lender’s Pro Rata Percentage. (bc) If any such payment received by the Agent is rescinded 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 or and the other Transaction Loan Documents, each Purchaser Lender will, upon written notice from the Agent, promptly pay over to the Agent its pro rata percentage Pro Rata Percentage of the amounts amount so rescinded rescinded, held unenforceable or invalid or required to be returned, together with interest and other fees thereon so if also required to be rescinded or returned. (cd) All payments by the Agent and Purchasers the Lenders to each other hereunder shall be in immediately available funds. The Agent will at all times maintain proper books of accounts account and records reflecting the interest of each Purchaser Lender in the NotesCredit Facility and the Letters of Credit, in a manner customary to the Agent’s keeping of such records, which books and records shall be available for inspection by each Purchaser Lender at reasonable times during normal business hours, at such PurchaserLender’s sole expense. Agent may treat the payees of any Note as the holder thereof until written notice of the transfer thereof shall have been received by Agent in accordance with Section 6.3. In the event that any Purchaser Lender shall receive any payment payments in reduction of the Notes Obligations in an amount greater than its applicable pro rata percentage Pro Rata Percentage in respect of obligations indebtedness to Purchasers the Lenders evidenced hereby (including, without limitation amounts obtained by reason of setoffs) ), such Purchaser Lender shall hold such excess in trust (to the extent such Lender is lawfully able to do so) for the Agent (on behalf of all other PurchasersLenders) and shall promptly remit to the Agent such excess amount so that the amounts received by each Purchaser Lender hereunder shall at all times be in accordance with its applicable pro rata percentagePro Rata Percentage. IfTo the extent necessary for each Lender’s actual percentage of all outstanding Loans to equal its applicable Pro Rata Percentage, however, the Lender having a greater share of any Purchaser that has received payment(s) than its applicable Pro Rata Percentage shall acquire a participation in the applicable outstanding balances of the Loans of the other Lenders as determined by the Agent. (e) The proceeds from the sale or disposition of any such excess amount fails Collateral shall be applied first to remit such amount to Expenses incurred by the Agent, then to accrued but unpaid interest, then to unpaid Fees owing to the Agent shall reallocate Lenders and/or the amounts paid Agent, then on the next payment date to each Purchaser so that, after giving effect to such payments, the pro rata obligations owed by the Company to each Purchaser shall be in an amount equal Settlement Date to the pro rata amount owed by the Company before the date principal balance of the payment of such excess amount. In no event shall any Purchaser be deemed Loans in accordance with the percentage which each Lender’s respective outstanding Loans bears to have a participation or other right in, to or against any other Purchaser’s Note as a result of the payment of any excess amountaggregate outstanding Loans.

Collections and Disbursements. (a) Agent will have the right to collect and receive all payments of the NotesObligations, and to collect and receive all reimbursements due hereunderfor draws made under the Letters of Credit, together with all fees, charges or other amounts due under this Agreement and the other Transaction Documents with regard to the NotesLoan Documents, and Agent will remit to each PurchaserLender, according to its pro rata percentageapplicable Pro Rata Percentage, all such payments actually received by Agent (subject to any required clearance procedures) in accordance with the settlement procedures established by Agent from time to time. Settlements shall occur , provided that each Lender acknowledges that the Agent Fee and issuance and other administrative fees for Letters of Credit and interest on such dates as the Swing Line may be retained by Agent may elect in for its sole discretion, but which date shall be no later than two (2) Business Days after request by Agentown account. (b) If any such payment payment, other than the Agent Fee, received by Agent is rescinded or otherwise required to be returned for any reason at any time, whether before or after termination of this Agreement or and the other Transaction Loan Documents, each Purchaser Lender will, upon written notice from Agent, promptly pay over to Agent its pro rata percentage Pro Rata Percentage of the amounts amount so rescinded or returned, together with interest and other fees thereon so if also required to be rescinded or returned. (c) All payments by Agent and Purchasers Lenders to each other hereunder shall be in immediately available funds. Agent will at all times maintain proper books of accounts account and records reflecting the interest of each Purchaser Lender in the NotesRevolving Loan, in a manner customary to Agent’s 's keeping of such records, which books and records shall be available for inspection by each Purchaser Lender at reasonable times during normal business hours, at such Purchaser’s Lender's sole expense. Agent may treat the payees of any Revolving Loan Note as the holder thereof until written notice of the transfer thereof shall have been received by Agent in accordance with Section 6.3Agent. In the event that any Purchaser Lender shall receive any payment payments in reduction of the Notes Revolving Loan in an amount greater than its applicable pro rata percentage Pro Rata Percentage in respect of obligations indebtedness to Purchasers Lenders evidenced hereby (including, without limitation amounts obtained by reason of setoffs) ), such Purchaser Lender shall hold such excess in trust for Agent (on behalf of all other PurchasersLenders) and shall promptly remit to Agent such excess amount so that the amounts received by each Purchaser Lender hereunder shall at all times be in accordance with its applicable pro rata percentagePro Rata Percentage. If, howeverTo the extent necessary for each Lender's actual percentage of all outstanding Advances to equal its applicable Pro Rata Percentage, any Purchaser that has received Lender having a greater share of any such excess amount fails to remit such amount to payment(s) than its applicable Pro Rata Percentage shall acquire a participation in the Agent, the Agent shall reallocate the amounts paid on the next payment date to each Purchaser so that, after giving effect to such payments, the pro rata obligations owed by the Company to each Purchaser shall be in an amount equal to the pro rata amount owed by the Company before the date applicable Pro Rata Percentage of the payment of such excess amount. In no event shall any Purchaser be deemed to have a participation or other right in, to or against any other Purchaser’s Note Lenders as a result of the payment of any excess amountdetermined by Agent.

Collections and Disbursements. (a) Agent will have the right to collect and receive all payments of the Term Notes, and to collect and receive all reimbursements due hereunder, together with all fees, charges or other amounts due under this Agreement and the other Transaction Documents Other Agreements with regard to the Term Notes, and Agent will remit to each PurchaserLender, according to its pro rata percentage, all such payments actually received by Agent in accordance with the settlement procedures established from time to time. Settlements shall occur on such dates as Agent may elect in its sole discretion, but which date shall be no later than two (2) Business Days after request by Agent. (b) following receipt thereof. If any such payment received by Agent is rescinded or otherwise required to be returned for any reason at any time, whether before or after termination of this Agreement or the other Transaction DocumentsOther Agreements, each Purchaser Lender will, upon written notice from Agent, promptly pay over to Agent its pro rata percentage of the amounts so rescinded or returned, together with interest and other fees thereon so rescinded or returned. (c) . All payments by Agent and Purchasers Lenders to each other hereunder shall be in immediately available funds. Agent will at all times maintain proper books of accounts and records reflecting the interest of each Purchaser Lender in the Term Notes, in a manner customary to Agent’s 's keeping of such records, which books and records shall be available for inspection by each Purchaser Lender at reasonable times during normal business hours, at such Purchaser’s Lender's sole expense. Agent may treat the payees of any Note as the holder thereof until written notice of the transfer thereof shall have been received by Agent in accordance with Section 6.3this Agreement. In the event that any Purchaser Lender shall receive any payment in reduction of the Term Notes in an amount greater than its applicable pro rata percentage in respect of obligations to Purchasers Lender evidenced hereby (including, without limitation amounts obtained by reason of setoffs) such Purchaser Lender shall hold such excess in trust for Agent (on behalf of all other PurchasersLenders) and shall promptly remit to Agent such excess amount so that the amounts received by each Purchaser Lender hereunder shall at all times be in accordance with its applicable pro rata percentage. If, however, any Purchaser Lender that has received any such excess amount fails to remit such amount to the Agent, the Agent shall reallocate the amounts paid on the next payment date to each Purchaser Lender so that, after giving effect to such payments, the pro rata obligations owed by the Company Borrowers to each Purchaser Lender shall be in an amount equal to the pro rata amount owed by the Company Borrowers before the date of the payment of such excess amount. In no event shall any Purchaser Lender be deemed to have a participation or other right in, to or against any other Purchaser’s Lender's Note as a result of the payment of any excess amount.

Collections and Disbursements. (a) The Agent will have the right to collect and receive all payments of the Notes, and to collect and receive all reimbursements due hereunderObligations, together with all fees, charges or and other amounts due under this Agreement and the other Transaction Documents with regard to the NotesLoan Documents, and the Agent will remit to each Purchaser, Lender according to its pro rata percentage, applicable Pro Rata Percentages all such payments actually received by Agent in accordance with (subject to any required clearance procedures) on the settlement procedures established from time same Business Day of receipt thereof (but if such payments shall not have been received by the Agent prior to time. Settlements shall occur 12:00 noon Eastern Time on such dates as Agent may elect in its sole discretionBusiness Day then, but which date shall be no later than two (2) on the next Business Days after request by AgentDay). (b) On the Business Day for which notice is given Lenders by Agent with respect to requested Advances (which notice shall state the date and amount of such payment), each Lender shall, provided all preconditions to Advances contained in Section 2.3 herein have been satisfied, remit to the Agent its Pro Rata Percentage of the payment in respect to such Advance. The obligations of Lenders under this Section 9.7(b) are unconditional, not subject to set-off, are irrevocable and may not be terminated at any time. (c) If any such payment received by the Agent is rescinded 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 or and the other Transaction Loan Documents, each Purchaser Lender will, upon written notice from the Agent, promptly pay over to the Agent its pro rata percentage Pro Rata Percentage of the amounts amount so rescinded rescinded, held unenforceable or invalid or required to be returned, together with interest and other fees thereon so if also required to be rescinded or returned. (cd) All payments by the Agent and Purchasers the Lenders to each other hereunder shall be in immediately available funds. The Agent will at all times maintain proper books of accounts account and records reflecting the interest of each Purchaser Lender in the NotesCredit Facility, in a manner customary to the Agent’s 's keeping of such records, which books and records shall be available for inspection by each Purchaser Lender at reasonable times during normal business hours, at such Purchaser’s Lender's sole expense. Agent may treat the payees of any Note as the holder thereof until written notice of the transfer thereof shall have been received by Agent in accordance with Section 6.3. In the event that any Purchaser Lender shall receive any payment payments in reduction of the Notes Obligations in an amount greater than its applicable pro rata percentage Pro Rata Percentage in respect of obligations indebtedness to Purchasers the Lenders evidenced hereby (including, without limitation amounts obtained by reason of setoffs) ), such Purchaser Lender shall hold such excess in trust for Agent (on behalf of all other PurchasersLenders) and shall promptly remit to the Agent such excess amount so that the amounts received by each Purchaser Lender hereunder shall at all times be in accordance with its applicable pro rata percentagePro Rata Percentage. If, however, any Purchaser that has received any such excess amount fails To the extent necessary for each Lender's actual percentage of all outstanding Loans to remit such amount to the Agentequal its applicable Pro Rata Percentage, the Agent Lender having a greater share of any payments than its applicable Pro Rata Percentage shall reallocate acquire a participation in the amounts paid on the next payment date to each Purchaser so that, after giving effect to such payments, the pro rata obligations owed by the Company to each Purchaser shall be in an amount equal to the pro rata amount owed by the Company before the date applicable outstanding balances of the payment of such excess amount. In no event shall any Purchaser be deemed to have a participation or other right in, to or against any other Purchaser’s Note as a result Pro Rata Shares of the payment of any excess amountother Lenders as determined by Agent.

Collections and Disbursements. (a) The Administrative Agent will have the right to collect and receive all payments of the NotesObligations, and to collect and receive all reimbursements due hereunderfor draws made under the Letters of Credit, together with all fees, charges or other amounts due under this Agreement and the other Transaction Documents with regard to the NotesLoan Documents, and the Administrative Agent will remit to each PurchaserLender, according to its pro rata percentagePro Rata Percentage, all such payments actually received by the Administrative Agent in accordance with (subject to any required clearance procedures) on the settlement procedures established from time same Business Day of receipt thereof (provided such payments shall have been received by the Administrative Agent prior to 1:00 p.m., Philadelphia time. Settlements shall occur , on such dates as Agent may elect in its sole discretion, but which date shall be no later than two (2Business Day) otherwise on the next Business Days after request by AgentDay. (b) If any such payment received by the Administrative Agent is rescinded or otherwise required to be returned for any reason at any time, whether before or after termination of this Agreement or and the other Transaction Loan Documents, each Purchaser Lender will, upon written notice from Agent, the Administrative Agent promptly pay over to the Administrative Agent its pro rata percentage Pro Rata Percentage of the amounts amount so rescinded or returned, together with interest and other fees thereon so if also required to be rescinded or returned. (c) On the same Business Day on which notice is given to the Lenders by the Administrative Agent (or on the next following Business Day if such notice is not given by the Administrative Agent prior to 1:00 p.m., Philadelphia time) with respect to any payment which has been made on account of any Letter of Credit, which notice shall state the date and amount of such payment, each Lender (other than the Fronting Lender) shall remit to the Fronting Lender its Pro Rata Percentage of the payment in respect of such Letter of Credit. The obligations of the Lenders hereunder are unconditional, not subject to setoff and irrevocable and may not be terminated at any time. (d) All payments by the Administrative Agent and Purchasers the Lenders to each other hereunder shall be in immediately available funds. Agent will lawful money of the United States of America and at all times maintain proper books of accounts account and records reflecting the interest of each Purchaser Lender in the NotesRevolving Credit and the Letters of Credit, in a manner customary to the Administrative Agent’s 's keeping of such records, which books and records shall be available for inspection by each Purchaser Lender at reasonable times during normal business hours, at such Purchaser’s Lender's sole expense. The Administrative Agent may treat the payees of any Revolving Credit Note as the holder thereof until written notice of the transfer thereof shall have been received by Agent in accordance the Administrative Agent. (e) The Lenders and any subsequent holder by acceptance of a Revolving Credit Note agree among themselves that (i) with Section 6.3. In respect to all amounts received by them which are applicable to the event that any Purchaser shall receive any payment in reduction of principal of or interest on the Revolving Credit Notes in an amount greater than its applicable pro rata percentage and amounts payable in respect of obligations to Purchasers evidenced hereby (includingany fees or commissions hereunder, without limitation amounts obtained by reason of setoffs) such Purchaser shall hold such excess in trust for Agent (on behalf of all other Purchasers) and shall promptly remit to Agent such excess amount so that the amounts received by each Purchaser hereunder shall at all times equitable adjustment will be in accordance with its applicable pro rata percentage. If, however, any Purchaser that has received any such excess amount fails to remit such amount to the Agent, the Agent shall reallocate the amounts paid on the next payment date to each Purchaser made so that, after giving effect to in effect, all such payments, amounts will be shared among the Lenders pro rata obligations based on their respective Pro Rata Share of the Obligations with respect to which such payment was received, whether received by voluntary payment, by the exercise of the right of setoff or banker's lien, by counterclaim or cross action or by the enforcement of any or all of the Revolving Credit Notes, (ii) if any of them shall exercise any right of counterclaim, setoff, banker's lien or similar right with respect to amounts owed by the Company to each Purchaser Borrower or any Guarantor hereunder or under the Revolving Credit Notes that Lender or holder, as the case may be, shall be in an apportion the amount equal to the pro rata amount owed by the Company before the date of the payment of such excess amount. In no event shall any Purchaser be deemed to have a participation or other right in, to or against any other Purchaser’s Note recovered as a result of the payment exercise of such right pro rata in accordance with each Lender's Pro Rata Percentage, and (iii) if any of them shall thereby through the exercise of any excess amountright of counterclaim, setoff, banker's lien or otherwise or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or rejection of a proportion of the aggregate amount of principal and interest due with respect to the Revolving Credit Notes held by a Lender or holder, or any other amount payable hereunder which is greater than the proportion received by any other holder of the Revolving Credit Notes in respect of the aggregate amount of principal and interest due with respect to the Revolving Credit Notes held by it or any other amount payable hereunder that Lender or that holder of the Revolving Credit Notes receiving such proportionately greater payments shall (y) notify each other Lender and the Administrative Agent of such receipt and (z) purchase for cash, without recourse or warranty, participations (which it shall be deemed to have done simultaneously upon the receipt of such payment) in the Revolving Credit Notes held by the other holders so that all such recoveries of principal and interest with respect to the Revolving Credit Notes shall be proportionate to their respective Pro Rata Percentages; provided, however, that if all or part of such proportionately greater payment received by such purchasing holder is thereafter recovered from such holder, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to that holder to the extent of such recovery, but without interest. The Borrower expressly consents to the foregoing arrangement.

Collections and Disbursements. (a) Agent will have the right to collect and receive all payments of the NotesObligations, and to collect and receive all reimbursements due hereunderfor draws made under the Letters of Credit, together with all fees, charges or other amounts due under this Agreement and the other Transaction Documents with regard to the NotesLoan Documents, and Agent will remit to each PurchaserLender, according to its pro rata percentageapplicable Pro Rata Percentage, all such payments actually received by Agent (subject to any required clearance procedures) in accordance with the settlement procedures established by Agent from time to time. Settlements shall occur , provided that each Lender acknowledges that the Agent Fee and issuance and other administrative fees for Letters of Credit and interest on such dates as the Swing Line may be retained by Agent may elect in for its sole discretion, but which date shall be no later than two (2) Business Days after request by Agentown account. (b) If any such payment received by Agent is rescinded or otherwise required to be returned for any reason at any time, whether before or after termination of this Agreement or and the other Transaction Loan Documents, each Purchaser Lender will, upon written notice from Agent, promptly pay over to Agent its pro rata percentage Pro Rata Percentage of the amounts amount so rescinded or returned, together with interest and other fees thereon so if also required to be rescinded or returned. (c) All payments by Agent and Purchasers Lenders to each other hereunder shall be in immediately available funds. Agent will at all times maintain proper books of accounts account and records reflecting the interest of each Purchaser Lender in the NotesRevolving Loans, in a manner customary to Agent’s 's keeping of such records, which books and records shall be available for inspection by each Purchaser Lender at reasonable times during normal business hours, at such Purchaser’s Lender's sole expense. Agent may treat the payees of any Revolving Loan Note as the holder thereof until written notice of the transfer thereof shall have been received by Agent in accordance with Section 6.3Agent. In the event that any Purchaser Lender shall receive any payment payments in reduction of the Notes Revolving Loans in an amount greater than its applicable pro rata percentage Pro Rata Percentage in respect of obligations indebtedness to Purchasers Lenders evidenced hereby (including, without limitation amounts obtained by reason of setoffs) ), such Purchaser Lender shall hold such excess in trust for Agent (on behalf of all other PurchasersLenders) and shall promptly remit to Agent such excess amount so that the amounts received by each Purchaser Lender hereunder shall at all times be in accordance with its applicable pro rata percentagePro Rata Percentage. If, howeverTo the extent necessary for each Lender's actual percentage of all outstanding Advances to equal its applicable Pro Rata Percentage, any Purchaser that has received Lender having a greater share of any such excess amount fails to remit such amount to payment(s) than its applicable Pro Rata Percentage shall acquire a participation in the Agent, the Agent shall reallocate the amounts paid on the next payment date to each Purchaser so that, after giving effect to such payments, the pro rata obligations owed by the Company to each Purchaser shall be in an amount equal to the pro rata amount owed by the Company before the date applicable Pro Rata Percentage of the payment of such excess amount. In no event shall any Purchaser be deemed to have a participation or other right in, to or against any other Purchaser’s Note Lenders as a result of the payment of any excess amountdetermined by Agent.

Collections and Disbursements. (a) Agent will have the right to collect and receive all payments of the Notes, and to collect and receive all reimbursements due hereunder, together with all fees, charges or other amounts due under this Agreement and the other Transaction Purchase Documents with regard to the Notes, and Agent will remit to each Purchaser, according to its pro rata percentage, all such payments actually received by Agent in accordance with the settlement procedures established from time to time. Settlements shall occur on such dates as Agent may elect in its sole discretion, but which date shall be no later than two (2) Business Days after request by Agentthe Required Purchasers. (b) If any such payment received by Agent is rescinded or otherwise required to be returned for any reason at any time, whether before or after termination of this Agreement or the other Transaction Purchase Documents, each Purchaser will, upon written notice from Agent, promptly pay over to Agent its pro rata percentage of the amounts so rescinded or returned, together with interest and other fees thereon so rescinded or returned. (c) All payments by Agent and Purchasers to each other hereunder shall be in immediately available funds. Agent will at all times maintain proper books of accounts and records reflecting the interest of each Purchaser in the Notes, in a manner customary to Agent’s keeping of such records, which books and records shall be available for inspection by each Purchaser at reasonable times during normal business hours, at such Purchaser’s sole expense. Agent may treat the payees payee of any Note as the holder thereof until written notice of the transfer thereof shall have been received by Agent in accordance with Section 6.3. In the event that any Purchaser shall receive any payment in reduction of the Notes in an amount greater than its applicable pro rata percentage in respect of obligations to Purchasers Purchaser evidenced hereby (including, without limitation amounts obtained by reason of setoffs) such Purchaser shall hold such excess in trust for Agent (on behalf of all other Purchasers) and shall promptly remit to Agent such excess amount so that the amounts received by each Purchaser hereunder shall at all times be in accordance with its applicable pro rata percentage. If, however, any Purchaser that has received any such excess amount fails to remit such amount to the Agent, the Agent shall reallocate the amounts paid on the next payment date to each Purchaser so that, after giving effect to such payments, the pro rata obligations owed by the Company Loan Parties to each Purchaser shall be in an amount equal to the pro rata amount owed by the Company Loan Parties before the date of the payment of such excess amount. In no event shall any Purchaser be deemed to have a participation or other right in, to or against any other Purchaser’s Note as a result of the payment of any excess amount.

Collections and Disbursements. (a) a. Agent will have the right to collect and receive all payments of the NotesObligations, and to collect and receive all reimbursements due hereunderfor draws made under the Letters of Credit, together with all fees, charges or other amounts due under this Agreement and the other Transaction Loan Documents and to distribute such payments to Lenders and Issuing Bank in accordance with regard to the Notes, and terms of Section 2.3. b. Agent will remit shall pay to each PurchaserLender, according to its pro rata percentageon each Settlement Date, all such payments from the interest actually received by Agent from Borrower, a sum equal to the interest calculated for the actual number of days elapsed on the basis of a year of 360 days, on each Lender’s outstanding balance of its Revolving Credit at the rate equal to the applicable rate of interest chosen by Borrower with respect to such Lender’s Pro Rata Percentage of the Advances outstanding. If Agent should for any reason receive less than the full amount of the interest or other compensation due under the Loan Documents, each Lender’s share of such interest or compensation shall decrease in accordance with the settlement procedures established from time proportion to time. Settlements shall occur on such dates as Agent may elect in its sole discretion, but which date shall be no later than two (2) Business Days after request by Agenteach Lender’s Pro Rata Percentage. (b) c. If any such payment received by Agent is rescinded 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 or and the other Transaction Loan Documents, each Purchaser Lender will, upon written notice from Agent, promptly pay over to Agent its pro rata percentage Pro Rata Percentage of the amounts amount so rescinded rescinded, held unenforceable or invalid or required to be returned, together with interest and other fees thereon so if also required to be rescinded or returned. (c) d. All payments by Agent and Purchasers Lenders to each other hereunder shall be in immediately available funds. Agent will at all times maintain proper books of accounts account and records reflecting the interest of each Purchaser Lender in the NotesRevolving Credit 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 Purchaser Lender at reasonable times during normal business hours, at such PurchaserLender’s sole expense. Agent may treat the payees of any Note as the holder thereof until written notice of the transfer thereof shall have been received by Agent in accordance with Section 6.3. In the event that any Purchaser Lender shall receive any payment payments in reduction of the Notes Obligations in an amount greater than its applicable pro rata percentage Pro Rata Percentage in respect of obligations indebtedness to Purchasers Lenders evidenced hereby (including, without limitation amounts obtained by reason of setoffs) ), such Purchaser 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 PurchasersLenders) and shall promptly remit to Agent such excess amount so that the amounts received by each Purchaser Lender hereunder shall at all times be in accordance with its applicable pro rata percentagePro Rata Percentage. If, however, any Purchaser that has received any such excess amount fails To the extent necessary for each Lender’s actual percentage of all outstanding Revolving Credit Loans to remit such amount to the Agentequal its applicable Pro Rata Percentage, the Agent Lender having a greater share of any payment(s) than its applicable Pro Rata Percentage shall reallocate acquire a participation in the amounts paid on the next payment date to each Purchaser so that, after giving effect to such payments, the pro rata obligations owed by the Company to each Purchaser shall be in an amount equal to the pro rata amount owed by the Company before the date applicable outstanding balances of the payment of such excess amount. In no event shall any Purchaser be deemed to have a participation or other right in, to or against any other Purchaser’s Note as a result Pro Rata Shares of the payment of any excess amountother Lenders as determined by Agent.

Collections and Disbursements. (a) The Administrative Agent will have the right to collect and receive all payments of the NotesObligations, and to collect and receive all reimbursements due hereunderfor draws made under the Letters of Credit, together with all fees, charges or other amounts due under this Agreement and the other Transaction Documents with regard to the NotesLoan Documents, and the Administrative Agent will remit to each PurchaserLender, according to its pro rata percentagePro Rata Percentage, all such payments actually received by the Administrative Agent in accordance with (subject to any required clearance procedures) on the settlement procedures established from time same Business Day of receipt thereof (provided such payments shall have been received by the Administrative Agent prior to 1:00 p.m., Philadelphia time. Settlements shall occur , on such dates as Agent may elect in its sole discretion, but which date shall be no later than two (2Business Day) otherwise on the next Business Days after request by AgentDay. (b) If any such payment received by the Administrative Agent is rescinded or otherwise required to be returned for any reason at any time, whether before or after termination of this Agreement or and the other Transaction Loan Documents, each Purchaser Lender will, upon written notice from Agent, the Administrative Agent promptly pay over to the Administrative Agent its pro rata percentage Pro Rata Percentage of the amounts amount so rescinded or returned, together with interest and other fees thereon so if also required to be rescinded or returned. (c) On the same Business Day on which notice is given to the Lenders by the Administrative Agent (or on the next following Business Day if such notice is not given by the Administrative Agent prior to 1:00 p.m., Philadelphia time) with respect to any payment which has been made on account of any Letter of Credit, which notice shall state the date and amount of such payment, each Lender (other than the Fronting Lender) shall remit to the Fronting Lender its Pro Rata Percentage of the payment in respect of such Letter of Credit. The obligations of the Lenders hereunder are unconditional, not subject to setoff and irrevocable and may not be terminated at any time. (d) All payments by the Administrative Agent and Purchasers the Lenders to each other hereunder shall be in immediately available funds. Agent will lawful money of the United States of America and at all times maintain proper books of accounts account and records reflecting the interest of each Purchaser Lender in the NotesRevolving Credit and the Letters of Credit, in a manner customary to the Administrative Agent’s keeping of such records, which books and records shall be available for inspection by each Purchaser Lender at reasonable times during normal business hours, at such PurchaserLender’s sole expense. The Administrative Agent may treat the payees of any Revolving Credit Note as the holder thereof until written notice of the transfer thereof shall have been received by Agent in accordance the Administrative Agent. (e) The Lenders and any subsequent holder by acceptance of a Revolving Credit Note agree among themselves that (i) with Section 6.3. In respect to all amounts received by them which are applicable to the event that any Purchaser shall receive any payment in reduction of principal of or interest on the Revolving Credit Notes in an amount greater than its applicable pro rata percentage and amounts payable in respect of obligations to Purchasers evidenced hereby (includingany fees or commissions hereunder, without limitation amounts obtained by reason of setoffs) such Purchaser shall hold such excess in trust for Agent (on behalf of all other Purchasers) and shall promptly remit to Agent such excess amount so that the amounts received by each Purchaser hereunder shall at all times equitable adjustment will be in accordance with its applicable pro rata percentage. If, however, any Purchaser that has received any such excess amount fails to remit such amount to the Agent, the Agent shall reallocate the amounts paid on the next payment date to each Purchaser made so that, after giving effect to in effect, all such payments, amounts will be shared among the Lenders pro rata obligations based on their respective Pro Rata Share of the Obligations with respect to which such payment was received, whether received by voluntary payment, by the exercise of the right of setoff or banker’s lien, by counterclaim or cross action or by the enforcement of any or all of the Revolving Credit Notes, (ii) if any of them shall exercise any right of counterclaim, setoff, banker’s lien or similar right with respect to amounts owed by the Company to each Purchaser Borrower or any Guarantor hereunder or under the Revolving Credit Notes that Lender or holder, as the case may be, shall be in an apportion the amount equal to the pro rata amount owed by the Company before the date of the payment of such excess amount. In no event shall any Purchaser be deemed to have a participation or other right in, to or against any other Purchaser’s Note recovered as a result of the payment exercise of such right pro rata in accordance with each Lender’s Pro Rata Percentage, and (iii) if any of them shall thereby through the exercise of any excess amountright of counterclaim, setoff, banker’s lien or otherwise or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or rejection of a proportion of the aggregate amount of principal and interest due with respect to the Revolving Credit Notes held by a Lender or holder, or any other amount payable hereunder which is greater than the proportion received by any other holder of the Revolving Credit Notes in respect of the aggregate amount of principal and interest due with respect to the Revolving Credit Notes held by it or any other amount payable hereunder that Lender or that holder of the Revolving Credit Notes receiving such proportionately greater payments shall (y) notify each other Lender and the Administrative Agent of such receipt and (z) purchase for cash, without recourse or warranty, participations (which it shall be deemed to have done simultaneously upon the receipt of such payment) in the Revolving Credit Notes held by the other holders so that all such recoveries of principal and interest with respect to the Revolving Credit Notes shall be proportionate to their respective Pro Rata Percentages; provided, however, that if all or part of such proportionately greater payment received by such purchasing holder is thereafter recovered from such holder, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to that holder to the extent of such recovery, but without interest. The Borrower expressly consents to the foregoing arrangement.

Collections and Disbursements. (a) The Agent will have the right to collect and receive all payments of the NotesLoans and obligations hereunder, and to collect and receive all reimbursements due hereunder, together with all fees, charges or other amounts due under this Agreement and the other Transaction Documents with regard to the NotesLoans and obligations hereunder, and the Agent will remit to each PurchaserLender, according to its pro rata percentagepercentage of the applicable Loans and obligations hereunder as set forth on Annex A attached hereto, all such payments actually received by the Agent (other fees due and owing to the Agent pursuant to the Fee Letter and the fees and expenses of the Agent payable by the Borrower pursuant to Section 11.4 hereof) in accordance with the settlement procedures established by the Agent from time to time. Settlements shall occur on such dates as the Agent may elect in its sole discretion, but which date shall be no later than two (2) Business Days after request by Agentfollowing receipt thereof. (b) If any such payment received by the Agent is rescinded or otherwise required to be returned for any reason at any time, whether before or after termination of this Agreement or the other Transaction Documents, each Purchaser Lender will, upon written notice from the Agent, promptly pay over to the Agent its pro rata percentage of the amounts so rescinded or returned, together with interest and other fees thereon so rescinded or returned. (c) All payments by the Agent and Purchasers the Lenders to each other hereunder shall be in immediately available funds. The Agent will at all times maintain proper books of accounts and records reflecting the interest of each Purchaser Lender in the NotesLoans and obligations hereunder, in a manner customary to the Agent’s keeping of such records, which books and records shall be available for inspection by each Purchaser Lender at reasonable times during normal business hours, at such PurchaserLender’s sole expense. The Agent may treat the payees of any Note Loan as the holder thereof until written notice of the transfer thereof shall have been received by the Agent in accordance with Section 6.3the provisions hereof. In the event that any Purchaser Lender shall receive any payment in reduction on account of the Notes any Loans or obligations hereunder in an amount greater than its applicable pro rata percentage of all amounts received by all Lenders in respect of such class of Loans and obligations to Purchasers evidenced hereby hereunder (including, without limitation including amounts obtained by reason of setoffs) such Purchaser Lender shall hold such excess in trust for the Agent (on behalf of all other PurchasersLenders) and shall promptly remit to the Agent such excess amount so that the amounts received by each Purchaser Lender in respect of such class of Loans and obligations hereunder shall at all times be in accordance with its applicable pro rata percentage. If, however, any Purchaser Lender that has received any such excess amount fails to remit such amount to the Agent, the Agent shall reallocate the amounts paid on the next future payment date dates to each Purchaser Lender so that, after giving effect to such payments, the pro rata obligations owed by the Company Loan Parties to each Purchaser Lender shall be in an amount equal to the pro rata amount owed by the Company Loan Parties before the date of the payment of such excess amount. In no event shall any Purchaser Lender be deemed to have a participation or other right in, to or against any other PurchaserLender’s Note Loan as a result of the payment of any excess amount.

Collections and Disbursements. (a) The Agent will have the right to collect and receive all payments of the NotesLender Indebtedness, and to collect and receive all reimbursements due hereunderfor draws made under the Letters of Credit, together with all fees, charges or other amounts due to Agent and/or Lenders under this the Loan Agreement and the other Transaction Documents with regard to Loan Documents. If Agent should for any reason receive less than the Notesfull amount of the interest or other compensation due under the Loan Documents, and Agent will remit each Lender's share of such interest or compensation shall decrease in proportion to each Purchaser, according to its pro rata percentage, all such payments actually received by Agent in accordance with the settlement procedures established from time to time. Settlements shall occur on such dates as Agent may elect in its sole discretion, but which date shall be no later than two (2) Business Days after request by AgentLender's Pro Rata Percentage. (b) If any such payment received by the Agent is rescinded 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 or and the other Transaction Loan Documents, each Purchaser Lender will, upon written notice from the Agent, promptly pay over to the Agent its pro rata percentage Pro Rata Percentage of the amounts so rescinded amount rescinded, held unenforceable or invalid or required to be returned, together with interest and other fees thereon so if also required to be rescinded or returned. If Agent does not receive such sums from any Lender within one (1) Business Day after receipt by such Lender of the written notice from Agent referred to above, Agent shall also be entitled to receive from such Lender interest on such amount at a per annum rate equal to the Federal Funds Rate during the period commencing on the date of receipt by such Lender of such written notice from Agent and ending on (but excluding) the date Agent recovers such amount. (c) All payments by the Agent and Purchasers the Lenders to each other hereunder or under the Loan Documents shall be in immediately available funds. The Agent will at all times maintain proper books of accounts account and records reflecting the interest of each Purchaser Lender in the NotesLender Indebtedness, in a manner customary to the Agent’s 's keeping of such records, which books and records shall be available for inspection by each Purchaser Lender at reasonable times during normal business hours, at such Purchaser’s Lender's sole expense. Agent may treat . (d) The proceeds from the payees sale or disposition of any Note as the holder thereof until written notice of the transfer thereof shall have been Collateral and all other payments received by Agent shall be applied, first to reasonable expenses incurred by Agent as provided in Section 16.16, below, then to all sums due Issuing Bank in connection with the issuance of any Letters of Credit, then to accrued but unpaid fees in accordance with Section 6.3. In each Lender's Pro Rata Percentage (to the event that any Purchaser shall receive any payment extent Lenders share in reduction such fees), then to accrued but unpaid interest on the Lender Indebtedness in accordance with each Lender's Pro Rata Percentage, then to the principal balance of the Notes Lender Indebtedness in an amount accordance with each Lender's Pro Rata Percentage and then to expenses, if any, incurred by Lenders (to the extent subject to reimbursement by Borrowers under the Loan Documents) in accordance with their Pro Rata Percentages. (e) To the extent necessary for each Lender's actual percentage of all outstanding advances to equal its applicable Pro Rata Percentage, the Lender which obtains a greater share of any payments (by set off or otherwise) than its applicable pro rata Pro Rata Percentage shall acquire a participation in the applicable outstanding balances of the Pro Rata Shares of the Lenders as determined by Agent in order that such Lender's percentage in respect of obligations to Purchasers evidenced hereby (including, without limitation amounts obtained by reason of setoffs) such Purchaser shall hold such excess in trust for Agent (on behalf of all other Purchasers) and shall promptly remit to Agent such excess amount so that the amounts received by each Purchaser hereunder shall at all times be in accordance with its applicable pro rata percentage. If, however, any Purchaser that has received any such excess amount fails to remit such amount to the Agent, the Agent shall reallocate the amounts paid on the next payment date to each Purchaser so that, after giving effect to such payments, the pro rata obligations owed by the Company to each Purchaser shall be in an amount outstanding advances is equal to the pro rata amount owed by the Company before the date of the payment of such excess amount. In no event shall any Purchaser be deemed to have a participation or other right in, to or against any other Purchaser’s Note as a result of the payment of any excess amountits Pro Rata Percentage.

Collections and Disbursements. (a) 1. The Agent will have the right to collect and receive all payments of the NotesLender Indebtedness, and to collect and receive all reimbursements due hereunderfor draws made under the Letters of Credit, together with all fees, charges or other amounts due to Agent and/or Lenders under this the Loan Agreement and the other Transaction Documents with regard to Loan Documents. If Agent should for any reason receive less than the Notesfull amount of the interest or other compensation due under the Loan Documents, and Agent will remit each Lender's share of such interest or compensation shall decrease in proportion to each Purchaser, according to its pro rata percentage, all such payments actually received by Agent in accordance with the settlement procedures established from time to time. Settlements shall occur on such dates as Agent may elect in its sole discretion, but which date shall be no later than two (2) Business Days after request by AgentLender's Pro Rata Percentage. (b) 2. If any such payment received by the Agent is rescinded 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 or and the other Transaction Loan Documents, each Purchaser Lender will, upon written notice from the Agent, promptly pay over to the Agent its pro rata percentage Pro Rata Percentage of the amounts so rescinded amount rescinded, held unenforceable or invalid or required to be returned, together with interest and other fees thereon so if also required to be rescinded or returned. If Agent does not receive such sums from any Lender within one (1) Business Day after receipt by such Lender of the written notice from Agent referred to above, Agent shall also be entitled to receive from such Lender interest on such amount at a per annum rate equal to the Federal Funds Effective Rate during the period commencing on the date of receipt by such Lender of such written notice from Agent and ending on (but excluding) the date Agent recovers such amount. (c) 3. All payments by the Agent and Purchasers the Lenders to each other hereunder or under the Loan Documents shall be in immediately available funds. The Agent will at all times maintain proper books of accounts account and records reflecting the interest of each Purchaser Lender in the NotesLender Indebtedness, in a manner customary to the Agent’s 's keeping of such records, which books and records shall be available for inspection by each Purchaser Lender at reasonable times during normal business hourshours and after reasonable prior notice, at such Purchaser’s Lender's sole expense. 4. Agent may treat the payees of any Note as the holder thereof until written notice of the transfer thereof shall have been All payments received by Agent from Borrowers following the occurrence of an Event of Default shall be applied, first to reasonable expenses incurred by Agent as provided in SECTION 14.16 below, then to all sums due ------------- Issuing Bank as set forth in SECTION 2.4 above, then to fees payable to Agent, ----------- then to accrued but unpaid fees in accordance with Section 6.3. In each Lender's Pro Rata Percentage (to the event that any Purchaser shall receive any payment extent Lenders share in reduction such fees), then to accrued but unpaid interest on the Lender Indebtedness in accordance with each Lender's Pro Rata Percentage, then to the principal balance of the Notes Lender Indebtedness in an amount accordance with each Lender's Pro Rata Percentage and then to expenses, if any, incurred by Lenders (to the extent subject to reimbursement by Borrowers under the Loan Documents) in accordance with their Pro Rata Percentages. 5. To the extent necessary for each Lender's actual percentage of all outstanding Loans to equal its applicable Pro Rata Percentage, the Lender which obtains a greater share of any payments (by set-off or otherwise) than its applicable pro rata Pro Rata Percentage shall acquire a participation in the applicable outstanding balances of the Pro Rata Shares of the other Lenders as determined by Agent in order that such Lender's percentage in respect of obligations to Purchasers evidenced hereby (including, without limitation amounts obtained by reason of setoffs) such Purchaser shall hold such excess in trust for Agent (on behalf of all other Purchasers) and shall promptly remit to Agent such excess amount so that the amounts received by each Purchaser hereunder shall at all times be in accordance with its applicable pro rata percentage. If, however, any Purchaser that has received any such excess amount fails to remit such amount to the Agent, the Agent shall reallocate the amounts paid on the next payment date to each Purchaser so that, after giving effect to such payments, the pro rata obligations owed by the Company to each Purchaser shall be in an amount outstanding Loans is equal to the pro rata amount owed by the Company before the date of the payment of such excess amount. In no event shall any Purchaser be deemed to have a participation or other right in, to or against any other Purchaser’s Note as a result of the payment of any excess amountits Pro Rata Percentage.

Collections and Disbursements. (a) The Agent will have the right to collect and receive all payments of the NotesObligations, and to collect and receive all reimbursements due hereunderfor draws made under the Letters of Credit, together with all fees, charges or other amounts due under this Agreement and the other Transaction Documents with regard Loan Documents. On each Settlement Date, Agent shall make a determination of the actual outstanding dollar amount of each Lender's Loans based upon its Pro Rata Percentage (or such lesser percentage if such Lender has failed to remit a required payment to Agent hereunder) of the Notes, and outstanding principal amount of all Loans. (b) Agent will remit shall pay to each PurchaserLender, according to its pro rata percentageon each Settlement Date, all such payments from the interest actually received by Agent from Borrowers, a sum equal to the interest calculated for the actual number of days elapsed on the basis of a year of 360 days, on each Lender's outstanding balance of its Loans at the rate equal to the applicable rate of interest chosen by Borrower with respect to such Lender's Pro Rata Percentage of the Advances outstanding. If Agent should for any reason receive less than the full amount of the interest or other compensation due under the Loan Documents, each Lender's share of such interest or compensation shall decrease in accordance with the settlement procedures established from time proportion to time. Settlements shall occur on such dates as Agent may elect in its sole discretion, but which date shall be no later than two (2) Business Days after request by Agenteach Lender's Pro Rata Percentage. (bc) If any such payment received by the Agent is rescinded 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 or and the other Transaction Loan Documents, each Purchaser Lender will, upon written notice from the Agent, promptly pay over to the Agent its pro rata percentage Pro Rata Percentage of the amounts amount so rescinded rescinded, held unenforceable or invalid or required to be returned, together with interest and other fees thereon so if also required to be rescinded or returned. (cd) All payments by the Agent and Purchasers the Lenders to each other hereunder shall be in immediately available funds. The Agent will at all times maintain proper books of accounts account and records reflecting the interest of each Purchaser Lender in the NotesRevolving Credit and the Letters of Credit, in a manner customary to the Agent’s 's keeping of such records, which books and records shall be available for inspection by each Purchaser Lender at reasonable times during normal business hours, at such Purchaser’s Lender's sole expense. Agent may treat the payees of any Note as the holder thereof until written notice of the transfer thereof shall have been received by Agent in accordance with Section 6.3. In the event that any Purchaser Lender shall receive any payment payments in reduction of the Notes Obligations in an amount greater than its applicable pro rata percentage Pro Rata Percentage in respect of obligations indebtedness to Purchasers the Lenders evidenced hereby (including, without limitation amounts obtained by reason of setoffs) ), such Purchaser 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 PurchasersLenders) and shall promptly remit to the Agent such excess amount so that the amounts received by each Purchaser Lender hereunder -51- 57 shall at all times be in accordance with its applicable pro rata percentagePro Rata Percentage. IfTo the extent necessary for each Lender's actual percentage of all outstanding Loans to equal its applicable Pro Rata Percentage, however, the Lender having a greater share of any Purchaser that has received payment(s) than its applicable Pro Rata Percentage shall acquire a participation in the applicable outstanding balances of the Revolving Credit Pro Rata Shares of the other Lenders as determined by Agent. (e) The proceeds from the sale or disposition of any such excess amount fails Collateral shall be applied first to remit such amount to the Expenses incurred by Agent, the Agent shall reallocate the amounts paid then to accrued but unpaid interest, then to unpaid fees owing to Lenders and/or Agent, then on the next payment date to each Purchaser so that, after giving effect to such payments, the pro rata obligations owed by the Company to each Purchaser shall be in an amount equal Settlement Date to the pro rata amount owed by principal balance of Loans in accordance with percentage which each Lender's respective outstanding Loans bears to the Company before the date of the payment of such excess amount. In no event shall any Purchaser be deemed to have a participation or other right in, to or against any other Purchaser’s Note as a result of the payment of any excess amountaggregate outstanding Loans.

Collections and Disbursements. (a) The Agent will have the right to collect and receive all payments of the NotesObligations, and to collect and receive all reimbursements due hereunder, for draws made under the Letters of Credit issued under this Agreement together with all fees, charges or other amounts due to Agent and/or Lenders under this the Loan Agreement and the other Transaction Documents with regard to Loan Documents. If Agent should for any reason receive less than the Notesfull amount of the interest or other compensation due under the Loan Documents, and Agent will remit to each Purchaser, according to its pro rata percentage, all such payments actually the amount received by Agent in accordance with the settlement procedures established from time to time. Settlements shall occur on such dates as Agent may elect in its sole discretion, but which date shall be no later than two (2distributed pursuant to Section 12.4(d) Business Days after request by Agenthereof. (b) If any such payment received by the Agent is rescinded 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 or and the other Transaction Loan Documents, each Purchaser Lender will, upon written notice from the Agent, promptly pay over to the Agent its pro rata percentage Pro Rata Line Percentage or Pro Rata Cap Ex Percentage, as applicable of the amounts so rescinded amount rescinded, held unenforceable or invalid or required to be returned, together with interest and other fees thereon so if also required to be rescinded or returned. If Agent does not receive such sums from any Lender within one (1) Business Day after receipt by such Lender of the written notice from Agent referred to above, Agent shall also be entitled to receive from such Lender interest on such amount at a per annum rate equal to the Prime Rate during the period commencing on the date of receipt by such Lender of such written notice from Agent and ending on (but excluding) the date Agent recovers such amount. (c) All payments by the Agent and Purchasers the Lenders to each other hereunder or under the Loan Documents shall be in immediately available funds. The Agent will at all times maintain proper books of accounts account and records reflecting the interest of each Purchaser Lender in the NotesObligations, in a manner customary to the Agent’s keeping of such records, which books and records shall be available for inspection by each Purchaser Lender at reasonable times during normal business hours, at such PurchaserLender’s sole expense. Agent may treat . (d) From and after an Acceleration Date, the payees proceeds from the sale or other disposition of any Note as the holder thereof until written notice Collateral and all other payments received on account of the transfer thereof Obligations shall have been received by Agent be applied in accordance with Section 6.3. In the event that following order of priority (in each case without duplication): (i) First, to reimburse Agent, any Purchaser shall receive any payment in reduction of the Notes in an amount greater than its applicable pro rata percentage in respect of obligations to Purchasers evidenced hereby Lender or Issuing Bank, for out-of-pocket costs, expenses and disbursements (including, without limitation amounts obtained limitation, reasonable attorney’s fees and expenses) incurred by reason of setoffs) such Purchaser shall hold such excess in trust for Agent (on behalf of all other Purchasers) and shall promptly remit to Agent such excess amount so that the amounts received by each Purchaser hereunder shall at all times be in accordance with its applicable pro rata percentage. If, howeverAgent, any Purchaser that has received Lender or Issuing Bank in connection with the collection of the Obligations or the exercise of any such excess amount fails party’s rights and remedies under the Loan Documents; (ii) Second, to remit such amount Issuing Bank as cash collateral to the Agentextent of the outstanding L/C Obligations; (iii) Third, the Agent shall reallocate the amounts paid on the next payment date to each Purchaser so that, after giving effect to such payments, the pro rata obligations owed by the Company to each Purchaser shall be Credit Facility in an amount equal to each Credit Facility’s Proportionate Share (which sums shall then be distributed to each Lender participating in such Credit Facility in the Credit Facility Order of Priority in accordance with each such participating Lender’s pro rata share of such Credit Facility as set forth on Schedule A hereto); (iv) Fourth, to advances made in violation of Section 11.1; (v) Fifth, to any other indebtedness then due to any Lender from Borrower (ratably according to the respective amount owed of such other indebtedness then outstanding); and (vi) Sixth, the balance, if any, as required by law. (e) To the Company before extent necessary for each Lender’s actual percentage of all outstanding advances under the date Working Capital Line to equal its applicable Pro Rata Line Percentage, the Lender which obtains a greater share of any payments (by set off or otherwise) than its applicable Pro Rata Line Percentage shall acquire a participation in the applicable outstanding balances of the payment Pro Rata Line Shares of the Lenders as determined by Agent in order that such excess amount. In no event Lender’s percentage of outstanding advances is equal to its Pro Rata Line Percentage. (f) To the extent necessary for each Cap Ex Line Lender’s actual percentage of all outstanding advances under the Cap Ex Line to equal its applicable Pro Rata Cap Ex Percentage, the Cap Ex Line Lender which obtains a greater share of any payments (by set off or otherwise) than its applicable Pro Rata Cap Ex Percentage shall any Purchaser be deemed to have acquire a participation or other right in, to or against any other Purchaser’s Note as a result in the applicable outstanding balances of the payment Pro Rata Cap Ex Shares of any excess amountthe Cap Ex Line Lenders as determined by Agent in order that such Cap Ex Line Lender’s percentage of outstanding advances is equal to its Pro Rata Cap Ex Percentage.

Collections and Disbursements. (a) The Agent will have the right to collect and receive all payments of the Notes, and to collect and receive all reimbursements due hereunderObligations, together with all fees, charges or other amounts due under this Agreement and the other Transaction Documents with regard Loan Documents. On each Settlement Date, the Agent shall make a determination of the actual outstanding dollar amount of each Lender's Loans based upon its Pro Rata Percentage (or such lesser percentage if such Lender has failed to remit a required payment to the Notes, and Agent will remit hereunder) of the outstanding principal amount of all Loans. (b) The Agent shall pay to each PurchaserLender, according to its pro rata percentageon each Settlement Date, all such payments from the interest actually received by Agent from the Borrower, a sum equal to the interest calculated for the actual number of days elapsed on the basis of a year of 360 days, on each Lender's outstanding balance of its Loans at the rate equal to the applicable rate of interest chosen by the Borrower with respect to such Lender's Pro Rata Percentage of the Loans outstanding. If the Agent should for any reason receive less than the full amount of the interest or other compensation due under the Loan Documents, each Lender's share of such interest or compensation shall decrease in accordance with the settlement procedures established from time proportion to time. Settlements shall occur on such dates as Agent may elect in its sole discretion, but which date shall be no later than two (2) Business Days after request by Agenteach Lender's Pro Rata Percentage. (bc) If any such payment received by the Agent is rescinded 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 or and the other Transaction Loan Documents, each Purchaser Lender will, upon written notice from the Agent, promptly pay over to the Agent its pro rata percentage Pro Rata Percentage of the amounts amount so rescinded rescinded, held unenforceable or invalid or required to be returned, together with interest and other fees thereon so if also required to be rescinded or returned. (cd) All payments by the Agent and Purchasers the Lenders to each other hereunder shall be in immediately available funds. The Agent will at all times maintain proper books of accounts account and records reflecting the interest of each Purchaser Lender in the NotesCredit Facility and the Letters of Credit, in a manner customary to the Agent’s 's keeping of such records, which books and records shall be available for inspection by each Purchaser Lender at reasonable times during normal business hours, at such Purchaser’s Lender's sole expense. Agent may treat the payees of any Note as the holder thereof until written notice of the transfer thereof shall have been received by Agent in accordance with Section 6.3. In the event that any Purchaser Lender shall receive any payment payments in reduction of the Notes Obligations in an amount greater than its applicable pro rata percentage Pro Rata Percentage in respect of obligations indebtedness to Purchasers the Lenders evidenced hereby (including, without limitation amounts obtained by reason of setoffs) ), such Purchaser Lender shall hold such excess in trust (to the extent such Lender is lawfully able to do so) for the Agent (on behalf of all other PurchasersLenders) and shall promptly remit to the Agent such excess amount so that the amounts received by each Purchaser Lender hereunder shall at all times be in accordance with its applicable pro rata percentagePro Rata Percentage. IfTo the extent necessary for each Lender's actual percentage of all outstanding Loans to equal its applicable Pro Rata Percentage, however, the Lender having a greater share of any Purchaser that has received payment(s) than its applicable Pro Rata Percentage shall acquire a participation in the applicable outstanding balances of the Loans of the other Lenders as determined by the Agent. (e) The proceeds from the sale or disposition of any such excess amount fails Collateral shall be applied first to remit such amount to Expenses incurred by the Agent, then to accrued but unpaid interest, then to unpaid Fees owing to the Agent shall reallocate Lenders and/or the amounts paid Agent, then on the next payment date to each Purchaser so that, after giving effect to such payments, the pro rata obligations owed by the Company to each Purchaser shall be in an amount equal Settlement Date to the pro rata amount owed by the Company before the date principal balance of the payment of such excess amount. In no event shall any Purchaser be deemed Loans in accordance with the percentage which each Lender's respective outstanding Loans bears to have a participation or other right in, to or against any other Purchaser’s Note as a result of the payment of any excess amountaggregate outstanding Loans.

Collections and Disbursements. (a) The Agent will have the right to collect and receive all payments of the NotesLender Indebtedness, and to collect and receive all reimbursements due hereunder, for draws made under the letters of credit issued under this Agreement together with all fees, charges or other amounts due to Agent and/or Lenders under this Agreement and the other Transaction Documents with regard to Loan Documents. If Agent should for any reason receive less than the Notesfull amount of the interest or other compensation due under the Loan Documents, and Agent will remit each Lender's share of such interest or compensation shall decrease in proportion to each Purchaser, according to its pro rata percentage, all such payments actually received by Agent in accordance with the settlement procedures established from time to time. Settlements shall occur on such dates as Agent may elect in its sole discretion, but which date shall be no later than two (2) Business Days after request by AgentLender's Pro Rata Percentage. (b) If any such payment received by the Agent is rescinded 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 or and the other Transaction Loan Documents, each Purchaser Lender will, upon written notice from the Agent, promptly pay over to the Agent its pro rata percentage Pro Rata Percentage of the amounts so rescinded amount rescinded, held unenforceable or invalid or required to be returned, together with interest and other fees thereon so if also required to be rescinded or returned.. If Agent does not receive such sums from any Lender within one (1) Business Day after receipt by such Lender of the written notice from Agent referred to above, Agent shall also be entitled to receive from such Lender interest on such amount at a per annum rate equal to the Prime Based Rate during the period commencing on the date of receipt by such Lender of such written notice from Agent and ending on (but excluding) the · - - (c) date Agent recovers such amount. (d) All payments by the Agent and Purchasers the Lenders to each other hereunder or under the Loan Documents shall be in immediately available funds. The Agent will at all times maintain proper books of accounts account and records reflecting the interest of each Purchaser Lender in the NotesLender Indebtedness, in a manner customary to the Agent’s 's keeping of such records, which books and records shall be available for inspection by each Purchaser Lender at reasonable times during normal business hours, at such Purchaser’s Lender's sole expense. Agent may treat . (e) The proceeds from the payees sale or disposition of any Note as the holder thereof until written notice of the transfer thereof shall have been Collateral and all other payments received by Agent shall be applied, first to reasonable expenses incurred by Agent as provided in Section 19.16, below, then to all sums due Issuing Bank in connection with the issuance of any Letters of Credit, then to accrued but unpaid fees in accordance with Section 6.3. In each Lender's Pro Rata Percentage (to the event that any Purchaser shall receive any payment extent Lenders share in reduction such fees), then to accrued but unpaid interest on the Lender Indebtedness in accordance with each Lender's Pro Rata Percentage, then to the principal balance of the Notes Lender Indebtedness in an amount accordance with each Lender's Pro Rata Percentage and then to expenses, if any, incurred by Lenders (to the extent subject to reimbursement by Obligors under the Loan Documents) in accordance with their Pro Rata Percentages. (f) To the extent necessary for each Lender's actual percentage of all outstanding Advances to equal its applicable Pro Rata Percentage, the Lender which obtains a greater share of any payments (by set off or otherwise) than its applicable pro rata Pro Rata Percentage shall acquire a participation in the applicable outstanding balances of the Pro Rata Shares of the Lenders as determined by Agent in order that such Lender's percentage in respect of obligations to Purchasers evidenced hereby (including, without limitation amounts obtained by reason of setoffs) such Purchaser shall hold such excess in trust for Agent (on behalf of all other Purchasers) and shall promptly remit to Agent such excess amount so that the amounts received by each Purchaser hereunder shall at all times be in accordance with its applicable pro rata percentage. If, however, any Purchaser that has received any such excess amount fails to remit such amount to the Agent, the Agent shall reallocate the amounts paid on the next payment date to each Purchaser so that, after giving effect to such payments, the pro rata obligations owed by the Company to each Purchaser shall be in an amount outstanding Advances is equal to the pro rata amount owed by the Company before the date of the payment of such excess amount. In no event shall any Purchaser be deemed to have a participation or other right in, to or against any other Purchaser’s Note as a result of the payment of any excess amountits Pro Rata Percentage.

Collections and Disbursements. (a) Agent will have the right to collect and receive all payments of the Notes, and to collect and receive all reimbursements due hereunder, together with all fees, charges or other amounts due under this Agreement and the other Transaction Purchase Documents with regard to the Notes, and Agent will remit to each Purchaser, according to its pro rata percentage, all such payments actually received by Agent in accordance with the settlement procedures established from time to time. Settlements shall occur on such dates as Agent may elect in its sole discretion, but which date shall be no later than two (2) Business Days after request by Agentthe Required Purchasers. (b) If any such payment received by Agent is rescinded or otherwise required to be returned for any reason at any time, whether before or after termination of this Agreement or the other Transaction Purchase Documents, each Purchaser will, upon written notice from Agent, promptly pay over to Agent its pro rata percentage of the amounts so rescinded or returned, together with interest and other fees thereon so rescinded or returned. (c) All payments by Agent and Purchasers to each other hereunder shall be in immediately available funds. Agent will at all times maintain proper books of accounts and records reflecting the interest of each Purchaser in the Notes, in a manner customary to Agent’s keeping of such records, which books and records shall be available for inspection by each Purchaser at reasonable times during normal business hours, at such Purchaser’s sole expense. Agent may treat the payees of any Note as the holder thereof until written notice of the transfer thereof shall have been received by Agent in accordance with Section 6.3. In the event that any Purchaser shall receive any payment in reduction of the Notes in an amount greater than its applicable pro rata percentage in respect of obligations to Purchasers evidenced hereby (including, without limitation amounts obtained by reason of setoffs) such Purchaser shall hold such excess in trust for Agent (on behalf of all other Purchasers) and shall promptly remit to Agent such excess amount so that the amounts received by each Purchaser hereunder shall at all times be in accordance with its applicable pro rata percentage. If, however, any Purchaser that has received any such excess amount fails to remit such amount to the Agent, the Agent shall reallocate the amounts paid on the next payment date to each Purchaser so that, after giving effect to such payments, the pro rata obligations owed by the Company Loan Parties to each Purchaser shall be in an amount equal to the pro rata amount owed by the Company Loan Parties before the date of the payment of such excess amount. In no event shall any Purchaser be deemed to have a participation or other right in, to or against any other Purchaser’s Note as a result of the payment of any excess amount.

Collections and Disbursements. (a) The Agent will have the right to collect and receive all payments of the Notes, and to collect and receive all reimbursements due hereunderObligations, together with all fees, charges or other amounts due under this Agreement and the other Transaction Documents with regard Loan Documents. On each Settlement Date, Agent shall make a determination of the actual outstanding dollar amount of each Lender's Loans based upon its Pro Rata Percentage (or such lesser percentage if such Lender has failed to remit a required payment to Agent hereunder) of the Notes, and outstanding principal amount of all Loans. (b) Agent will remit shall pay to each PurchaserLender, according to its pro rata percentageon each Settlement Date, all such payments from the interest actually received by Agent from Borrowers, a sum equal to the interest calculated for the actual number of days elapsed on the basis of a year of 360 days, on each Lender's outstanding balance of its Loans at the rate equal to the applicable rate of interest chosen by Borrower with respect to such Lender's Pro Rata Percentage of the Advances outstanding. If Agent should for any reason receive less than the full amount of the interest or other compensation due under the Loan Documents, each Lender's share of such interest or compensation shall decrease in accordance with the settlement procedures established from time proportion to time. Settlements shall occur on such dates as Agent may elect in its sole discretion, but which date shall be no later than two (2) Business Days after request by Agenteach Lender's Pro Rata Percentage. (bc) If any such payment received by the Agent is rescinded 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 or and the other Transaction Loan Documents, each Purchaser Lender will, upon written notice from the Agent, promptly pay over to the Agent its pro rata percentage Pro Rata Percentage of the amounts amount so rescinded rescinded, held unenforceable or invalid or required to be returned, together with interest and other fees thereon so if also required to be rescinded or returned. (cd) All payments by the Agent and Purchasers the Lenders to each other hereunder shall be in immediately available funds. The Agent will at all times maintain proper books of accounts account and records reflecting the interest of each Purchaser Lender in the NotesCredit Facility and the Letters of Credit, in a manner customary to the Agent’s 's keeping of such records, which books and records shall be available for inspection by each Purchaser Lender at reasonable times during normal business hours, at such Purchaser’s Lender's sole expense. Agent may treat the payees of any Note as the holder thereof until written notice of the transfer thereof shall have been received by Agent in accordance with Section 6.3. In the event that any Purchaser Lender shall receive any payment payments in reduction of the Notes Obligations in an amount greater than its applicable pro rata percentage Pro Rata Percentage in respect of obligations indebtedness to Purchasers the Lenders evidenced hereby (including, without limitation amounts obtained by reason of setoffs) ), such Purchaser 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 PurchasersLenders) and shall promptly remit to the Agent such excess amount so that the amounts received by each Purchaser Lender hereunder shall at all times be in accordance with its applicable pro rata percentagePro Rata Percentage. IfTo the extent necessary for each Lender's actual percentage of all outstanding Loans to equal its applicable Pro Rata Percentage, however, the Lender having a greater share of any Purchaser that has received payment(s) than its applicable Pro Rata Percentage shall acquire a participation in the applicable outstanding balances of the Loans of the other Lenders as determined by Agent. (e) The proceeds from the sale or disposition of any such excess amount fails Collateral shall be applied first to remit such amount to the Expenses incurred by Agent, the Agent shall reallocate the amounts paid then to accrued but unpaid interest, then to unpaid fees owing to Lenders and/or Agent, then on the next payment date to each Purchaser so that, after giving effect to such payments, the pro rata obligations owed by the Company to each Purchaser shall be in an amount equal Settlement Date to the pro rata amount owed by principal balance of Loans in accordance with percentage which each Lender's respective outstanding Loans bears to the Company before the date of the payment of such excess amount. In no event shall any Purchaser be deemed to have a participation or other right in, to or against any other Purchaser’s Note as a result of the payment of any excess amountaggregate outstanding Loans.

Collections and Disbursements. (a) Agent will have the right to collect and receive all payments of the Notes, and to collect and receive all reimbursements due hereunder, together with all fees, charges or other amounts due under this Agreement and the other Transaction Purchase Documents with regard to the Notes, and Agent will remit to each Purchaser, according to its pro rata percentage, all such payments actually received by Agent (other than pursuant to the Fee Letter) in accordance with the settlement procedures established from time to time. Settlements shall occur on such dates as Agent may elect in its sole discretion, but which date shall be no later than two (2) Business Days after request by Agentfollowing receipt thereof. (b) If any such payment received by Agent is rescinded or otherwise required to be returned for any reason at any time, whether before or after termination of this Agreement or the other Transaction Purchase Documents, each Purchaser will, upon written notice from Agent, promptly pay over to Agent its pro rata percentage of the amounts so rescinded or returned, together with interest and other fees thereon so rescinded or returned. (c) All payments by Agent and Purchasers to each other hereunder shall be in immediately available funds. Agent will at all times maintain proper books of accounts and records reflecting the interest of each Purchaser in the Notes, in a manner customary to Agent’s keeping of such records, which books and records shall be available for inspection by each Purchaser at reasonable times during normal business hours, at such Purchaser’s sole expense. Agent may treat the payees of any Note as the holder thereof until written notice of the transfer thereof shall have been received by Agent in accordance with Section 6.36.3 hereof. In the event that any Purchaser shall receive any payment in reduction of the Notes in an amount greater than its applicable pro rata percentage in respect of obligations to Purchasers Purchaser evidenced hereby (including, without limitation amounts obtained by reason of setoffs) such Purchaser shall hold such excess in trust for Agent (on behalf of all other Purchasers) and shall promptly remit to Agent such excess amount so that the amounts received by each Purchaser hereunder shall at all times be in accordance with its applicable pro rata percentage. If, however, any Purchaser that has received any such excess amount fails to remit such amount to the Agent, the Agent shall reallocate the amounts paid on the next payment date to each Purchaser so that, after giving effect to such payments, the pro rata obligations owed by the Company Loan Parties to each Purchaser shall be in an amount equal to the pro rata amount owed by the Company Loan Parties before the date of the payment of such excess amount. In no event shall any Purchaser be deemed to have a participation or other right in, to or against any other Purchaser’s Note as a result of the payment of any excess amount.

Collections and Disbursements. (a) Agent will have the right to collect and receive all payments of the NotesObligations, and to collect and receive all reimbursements due hereunderfor draws made under the Letters of Credit, together with all fees, charges or other amounts due under this Agreement and the other Transaction Documents with regard to the NotesLoan Documents, and Agent will remit to each PurchaserLender, according to its pro rata percentageapplicable Pro Rata Percentage, all such payments actually received by Agent (subject to any required clearance procedures) in accordance with the settlement procedures established by Agent and Co-Agent from time to time. Settlements shall occur on such dates as Agent may elect in its sole discretion, but which date shall be no later than two (2) Business Days after request by Agent. (b) If any such payment received by Agent is rescinded or otherwise required to be returned for any reason at any time, whether before or after termination of this Agreement or and the other Transaction Loan Documents, each Purchaser Lender will, upon written notice from Agent, promptly pay over to Agent its pro rata percentage Pro Rata Percentage of the amounts amount so rescinded or returned, together with interest and other fees thereon so if also required to be rescinded or returned. (c) All payments by Agent and Purchasers Lenders to each other hereunder shall be in immediately available funds. Agent will at all times maintain proper books of accounts account and records reflecting the interest of each Purchaser Lender in the NotesRevolving Credit and the Letters of Credit and the Term Loans, in a manner customary to Agent’s 's keeping of such records, which books and records shall be available for inspection by each Purchaser Lender at reasonable times during normal business hours, at such Purchaser’s Lender's sole expense. Agent may treat the payees of any Revolving Credit Note or Term Loan Note as the holder thereof until written notice of the transfer thereof shall have been received by Agent in accordance with Section 6.3Agent. In the event that any Purchaser Lender shall receive any payment payments in reduction of the Notes Revolving Credit or Term Loans in an amount greater than its applicable pro rata percentage Pro Rata Percentage in respect of obligations indebtedness to Purchasers Lenders evidenced hereby (including, without limitation amounts obtained by reason of setoffs) ), such Purchaser Lender shall hold such excess in trust IN TRUST for Agent (on behalf of all other PurchasersLenders) and shall promptly remit to Agent such excess amount so that the amounts received by each Purchaser Lender hereunder shall at all times be in accordance with its applicable pro rata percentagePro Rata Percentage. IfTo the extent necessary for each Lender's actual percentage of all outstanding Loans to equal its applicable Pro Rata Percentage, however, Lender having a greater share of any Purchaser that has received any such excess amount fails to remit such amount to payment(s) than its applicable Pro Rata Percentage shall acquire a participation in the Agent, the Agent shall reallocate the amounts paid on the next payment date to each Purchaser so that, after giving effect to such payments, the pro rata obligations owed by the Company to each Purchaser shall be in an amount equal to the pro rata amount owed by the Company before the date applicable Revolving Credit Pro Rata Share or applicable Term Loan Pro Rata Shares of the payment of such excess amount. In no event shall any Purchaser be deemed to have a participation or other right in, to or against any other Purchaser’s Note Other Lender as a result of the payment of any excess amountdetermined by Agent.

Collections and Disbursements. (a) The Administrative Agent will have the right to collect and receive all payments of the NotesObligations, and to collect and receive all reimbursements due hereunderfor draws made under the Letters of Credit, together with all fees, charges or other amounts due under this Agreement and the other Transaction Documents with regard to the NotesLoan Documents, and the Administrative Agent will remit to each PurchaserLender, according to its pro rata percentagePro Rata Percentage, all such payments actually received by the Administrative Agent in accordance with (subject to any required clearance procedures) on the settlement procedures established from time same Business Day of receipt thereof (provided such payments shall have been received by the Administrative Agent prior to 1:00 p.m., Philadelphia time. Settlements shall occur , on such dates as Agent may elect in its sole discretion, but which date shall be no later than two (2Business Day) otherwise on the next Business Days after request by AgentDay. (b) If any such payment received by the Administrative Agent is rescinded or otherwise required to be returned for any reason at any time, whether before or after termination of this Agreement or and the other Transaction Loan Documents, each Purchaser Lender will, upon written notice from Agent, the Administrative Agent promptly pay over to the Administrative Agent its pro rata percentage Pro Rata Percentage of the amounts amount so rescinded or returned, together with interest and other fees thereon so if also required to be rescinded or returned. (c) On the same Business Day on which notice is given to the Lenders by the Administrative Agent (or on the next following Business Day if such notice is not given by the Administrative Agent prior to 1:00 p.m., Philadelphia time) with respect to any payment which has been made on account of any Letter of Credit, which notice shall state the date and amount of such payment, each Lender (other than the Fronting Lender) shall remit to the Fronting Lender its Pro Rata Percentage of the payment in respect of such Letter of Credit. The obligations of the Lenders hereunder are unconditional, not subject to setoff and irrevocable and may not be terminated at any time. (d) All payments by the Administrative Agent and Purchasers the Lenders to each other hereunder shall be in immediately available funds. Agent will at lawful money of the United States of America and i all times maintain proper books of accounts account and records reflecting the interest of each Purchaser Lender in the NotesRevolving Credit and the Letters of Credit, in a manner customary to the Administrative Agent’s 's keeping of such records, which books and records shall be available for inspection by each Purchaser Lender at reasonable times during normal business hours, at such Purchaser’s Lender's sole expense. The Administrative Agent may treat the payees of any Restated Revolving Credit Note as the holder thereof until written notice of the transfer thereof shall have been received by Agent in accordance the Administrative Agent. (e) Each Lender and each subsequent holder by acceptance of a Restated Revolving Credit Note agree among themselves that (i) with Section 6.3. In respect to all amounts received by them which are applicable to the event that any Purchaser shall receive any payment in reduction of principal of or interest on the Restated Revolving Credit Notes in an amount greater than its applicable pro rata percentage and amounts payable in respect of obligations to Purchasers evidenced hereby (includingany fees or commissions hereunder, without limitation amounts obtained by reason of setoffs) such Purchaser shall hold such excess in trust for Agent (on behalf of all other Purchasers) and shall promptly remit to Agent such excess amount so that the amounts received by each Purchaser hereunder shall at all times equitable adjustment will be in accordance with its applicable pro rata percentage. If, however, any Purchaser that has received any such excess amount fails to remit such amount to the Agent, the Agent shall reallocate the amounts paid on the next payment date to each Purchaser made so that, after giving effect to in effect, all such payments, amounts will be shared among the Lenders pro rata obligations based on their respective Pro Rata Share of the Obligations with respect to which such payment was received, whether received by voluntary payment, by the exercise of the right of setoff or banker's lien, by counterclaim or cross action or by the enforcement of any or all of the Restated Revolving Credit Notes, (ii) if any of them shall exercise any right of counterclaim, setoff, banker's lien or similar right with respect to amounts owed by the Company to each Purchaser Borrower or any Guarantor hereunder or under the Restated Revolving Credit Notes that Lender or holder, as the case may be, shall be in an apportion the amount equal to the pro rata amount owed by the Company before the date of the payment of such excess amount. In no event shall any Purchaser be deemed to have a participation or other right in, to or against any other Purchaser’s Note recovered as a result of the payment exercise of such right pro rata in accordance with each Lender's Pro Rata Percentage, and (iii) if any of them shall thereby through the exercise of any excess amountright of counterclaim, setoff, banker's lien or otherwise or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receivemount of principal and interest due with respect to the Restated Revolving Credit Notes held by the Lender or holder, or any other amount payable hereunder which is greater than the proportion received by any other holder of the Restated Revolving Credit Notes in respect of the aggregate amount of principal and interest due with respect to the Restated Revolving Credit Notes held by it or any other amount payable hereunder that Lender or that holder of the Restated Revolving Credit Notes receiving such proportionately greater payments shall (y) notify each other Lender and the Administrative Agent of such receipt and (z) purchase for cash, without recourse or warranty, participations (which it shall be deemed to have done simultaneously upon the receipt of such payment) in the Restated Revolving Credit Notes held by the other holders so that all such recoveries of principal and interest with respect to the Restated Revolving Credit Notes shall be proportionate to their respective Pro Rata Percentages; provided, however, that if all or part of such proportionately greater payment received by such purchasing holder is thereafter recovered from such holder, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to that holder to the extent of such recovery, but without interest. The Borrower expressly consents to the foregoing arrangement.

Collections and Disbursements. (a) Agent will have the right to collect and receive all payments of the Notes, and to collect and receive all reimbursements due hereunder, together with all fees, charges or other amounts due under this Agreement and the other Transaction Purchase Documents with regard to the Notes, and Agent will remit to each Purchaser, according to its pro rata percentage, all such payments actually received by Agent in accordance with the settlement procedures established from time to time. Settlements shall occur on such dates as Agent may elect in its sole discretion, but which date shall be no later than two (2) Business Days after request by Agentfollowing receipt thereof. (b) If any such payment received by Agent is rescinded or otherwise required to be returned for any reason at any time, whether before or after termination of this Agreement or the other Transaction Purchase Documents, each Purchaser will, upon written notice from Agent, promptly pay over to Agent its pro rata percentage of the amounts so rescinded or returned, together with interest and other fees thereon so rescinded or returned. (c) All payments by Agent and Purchasers to each other hereunder shall be in immediately available funds. Agent will at all times maintain proper books of accounts and records reflecting the interest of each Purchaser in the Notes, in a manner customary to Agent’s keeping of such records, which books and records shall be available for inspection by each Purchaser at reasonable times during normal business hours, at such Purchaser’s sole expense. Agent may treat the payees of any Note as the holder thereof until written notice of the transfer thereof shall have been received by Agent in accordance with Section 6.3. In the event that any Purchaser shall receive any payment in reduction of the Notes in an amount greater than its applicable pro rata percentage in respect of obligations to Purchasers Purchaser evidenced hereby (including, without limitation amounts obtained by reason of setoffs) such Purchaser shall hold such excess in trust for Agent (on behalf of all other Purchasers) and shall promptly remit to Agent such excess amount so that the amounts received by each Purchaser hereunder shall at all times be in accordance with its applicable pro rata percentage. If, however, any Purchaser that has received any such excess amount fails to remit such amount to the Agent, the Agent shall reallocate the amounts paid on the next payment date to each Purchaser so that, after giving effect to such payments, the pro rata obligations owed by the Company Loan Parties to each Purchaser shall be in an amount equal to the pro rata amount owed by the Company Loan Parties before the date of the payment of such excess amount. In no event shall any Purchaser be deemed to have a participation or other right in, to or against any other Purchaser’s Note as a result of the payment of any excess amount.

Collections and Disbursements. (a) The Agent will have the right to collect and receive all payments of the Notes, and to collect and receive all reimbursements due hereunderObligations, together with all fees, charges or and other amounts due under this Agreement and the other Transaction Documents with regard to the NotesLoan Documents, and the Agent will remit to each Purchaser, Lender according to applicable Pro Rata Percentage (but based on its pro rata percentage, respective Lender's Loan Balance) all such payments actually received by Agent in accordance with (subject to any required clearance procedures) on the settlement procedures established from time same Business Day of receipt thereof (but if such payments shall not have been received by the Agent prior to time. Settlements shall occur 12:00 noon Eastern Time on such dates as Agent may elect in its sole discretionBusiness Day then, but which date shall be no later than two (2) on the next Business Days after request by AgentDay). (b) On the Business Day for which notice is given Lenders by Agent with respect to requested Advances (which notice shall state the date and amount of such payment), each Lender shall, remit to the Agent its Pro Rata Percentage of the payment in respect to such Advance. The obligation of Lenders hereunder are absolute and unconditional. (c) If any such payment received by the Agent is rescinded 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 or and the other Transaction Loan Documents, each Purchaser Lender will, upon written notice from the Agent, promptly pay over to the Agent its pro rata percentage Pro Rata Percentage of the amounts amount so rescinded rescinded, held unenforceable or invalid or required to be returned, together with interest and other fees thereon so if also required to be rescinded or returned. (cd) All payments by the Agent and Purchasers the Lenders to each other hereunder shall be in immediately available funds. The Agent will at all times maintain proper books of accounts account and records reflecting the interest of each Purchaser Lender in the NotesCredit Facility, in a manner customary to the Agent’s 's keeping of such records, which books and records shall be available for inspection by each Purchaser Lender at reasonable times during normal business hours, at such Purchaser’s Lender's sole expense. Agent may treat the payees of any Note as the holder thereof until written notice of the transfer thereof shall have been received by Agent in accordance with Section 6.3. In the event that any Purchaser Lender shall receive any payment payments in reduction of the Notes Obligations in an amount greater than its applicable pro rata percentage Pro Rata Percentage (based on its respective Lender's Loan Balance) in respect of obligations indebtedness to Purchasers the Lenders evidenced hereby (including, without limitation amounts obtained by reason of setoffs) ), such Purchaser Lender shall hold such excess in trust for Agent (on behalf of all other PurchasersLenders) and shall promptly remit to the Agent such excess amount so that the amounts received by each Purchaser Lender hereunder shall at all times be in accordance with its applicable pro rata percentagePro Rata Percentage. If, however, any Purchaser that has received any such excess amount fails To the extent necessary for each Lender's actual percentage of all outstanding Loans to remit such amount to the Agentequal its applicable Pro Rata Percentage (based on its respective Lender's Loan Balance), the Agent Lender having a greater share of any payment(s) than its applicable Pro Rata Percentage (based on its respective Lender's Loan Balance) shall reallocate acquire a participation in the amounts paid on the next payment date to each Purchaser so that, after giving effect to such payments, the pro rata obligations owed by the Company to each Purchaser shall be in an amount equal to the pro rata amount owed by the Company before the date applicable outstanding balances of the payment of such excess amount. In no event shall any Purchaser be deemed to have a participation or other right in, to or against any other Purchaser’s Note as a result Pro Rata Shares of the payment of any excess amountother Lenders as determined by Agent.

Collections and Disbursements. (a) Agent will have the right to collect and receive all payments of the NotesObligations, and to collect and receive all reimbursements due hereunderfor draws made under the Letters of Credit, together with all fees, charges or other amounts due under this Agreement and the other Transaction Documents with regard to the NotesLoan Documents, and Agent will remit to each PurchaserLender, according to its pro rata percentageapplicable Pro Rata Percentage, all such payments actually received by Agent (subject to any required clearance procedures) in accordance with the settlement procedures established by Agent from time to time. Settlements shall occur , provided that each Lender acknowledges that the Agent Fee and issuance and other administrative fees for Letters of Credit and interest on such dates as the Swing Line may be retained by Agent may elect in for its sole discretion, but which date shall be no later than two (2) Business Days after request by Agentown account. (b) If any such payment payment, other than the Agent Fee, received by Agent is rescinded or otherwise required to be returned for any reason at any time, whether before or after termination of this Agreement or and the other Transaction Loan Documents, each Purchaser Lender will, upon written notice from Agent, promptly pay over to Agent its pro rata percentage Pro Rata Percentage of the amounts amount so rescinded or returned, together with interest and other fees thereon so if also required to be rescinded or returned. (c) All payments by Agent and Purchasers Lenders to each other hereunder shall be in immediately available funds. Agent will at all times maintain proper books of accounts account and records reflecting the interest of each Purchaser Lender in the NotesRevolving Loans, in a manner customary to Agent’s 's keeping of such records, which books and records shall be available for inspection by each Purchaser Lender at reasonable times during normal business hours, at such Purchaser’s Lender's sole expense. Agent may treat the payees of any Revolving Loan Note as the holder thereof until written notice of the transfer thereof shall have been received by Agent in accordance with Section 6.3Agent. In the event that any Purchaser Lender shall receive any payment payments in reduction of the Notes Revolving Loans in an amount greater than its applicable pro rata percentage Pro Rata Percentage in respect of obligations indebtedness to Purchasers Lenders evidenced hereby (including, without limitation amounts obtained by reason of setoffs) ), such Purchaser Lender shall hold such excess in trust for -------- Agent (on behalf of all other PurchasersLenders) and shall promptly remit to Agent such excess amount so that the amounts received by each Purchaser Lender hereunder shall at all times be in accordance with its applicable pro rata percentagePro Rata Percentage. If, howeverTo the extent necessary for each Lender's actual percentage of all outstanding Advances to equal its applicable Pro Rata Percentage, any Purchaser that has received Lender having a greater share of any such excess amount fails to remit such amount to payment(s) than its applicable Pro Rata Percentage shall acquire a participation in the Agent, the Agent shall reallocate the amounts paid on the next payment date to each Purchaser so that, after giving effect to such payments, the pro rata obligations owed by the Company to each Purchaser shall be in an amount equal to the pro rata amount owed by the Company before the date applicable Pro Rata Percentage of the payment of such excess amount. In no event shall any Purchaser be deemed to have a participation or other right in, to or against any other Purchaser’s Note Lenders as a result of the payment of any excess amountdetermined by Agent.

Collections and Disbursements. (a) The Agent will have the right to collect and receive all payments of the Notes, Obligations and to collect and receive all reimbursements due hereunderfor draws made under the Letters of Credit, together with all fees, charges or other amounts due under this Agreement and the other Transaction Documents with regard Loan Documents. On each Settlement Date, Agent shall make a determination of the actual outstanding dollar amount of each Lender's Loans based upon its Revolving Credit Pro Rata Percentage (or such lesser percentage if such Lender has failed to remit a required payment to Agent hereunder) of the Notes, and outstanding principal amount of all Loans. (b) Agent will remit shall pay to each PurchaserLender, according to its pro rata percentageon each Settlement Date, all such payments from the interest actually received by Agent from Borrowers, a sum equal to the interest calculated for the actual number of days elapsed on the basis of a year of 360 days, on each Lender's outstanding balance of its Loans at the rate equal to the applicable rate of interest chosen by Borrowers with respect to such Lender's Revolving Credit Pro Rata Percentage of the Advances outstanding. If Agent should for any reason receive less than the full amount of the interest or other compensation due under the Loan Documents, each Lender's share of such interest or compensation shall decrease in accordance with the settlement procedures established from time proportion to time. Settlements shall occur on such dates as Agent may elect in its sole discretion, but which date shall be no later than two (2) Business Days after request by Agenteach Lender's Revolving Credit Pro Rata Percentage. (bc) If any such payment received by the Agent is rescinded 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 or and the other Transaction Loan Documents, each Purchaser Lender will, upon written notice from the Agent, promptly pay over to the Agent its pro rata percentage Revolving Credit Pro Rata Percentage of the amounts amount so rescinded rescinded, held unenforceable or invalid or required to be returned, together with interest and other fees thereon so if also required to be rescinded or returned. (cd) All payments by the Agent and Purchasers the Lenders to each other hereunder shall be in immediately available funds. The Agent will at all times maintain proper books of accounts account and records reflecting the interest of each Purchaser Lender in the NotesRevolving Credit, including the Letters of Credit, in a manner customary to the Agent’s 's keeping of such records, which books and records shall be available for inspection by each Purchaser Lender at reasonable times during normal business hours, at such Purchaser’s Lender's sole expense. Agent may treat the payees of any Note as the holder thereof until written notice of the transfer thereof shall have been received by Agent in accordance with Section 6.3. In the event that any Purchaser Lender shall receive any payment payments in reduction of the Notes Obligations in an amount greater than its applicable pro rata percentage Revolving Credit Pro Rata Percentage in respect of obligations indebtedness to Purchasers the Lenders evidenced hereby (including, without limitation amounts obtained by reason of setoffs) ), such Purchaser 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 PurchasersLenders) and shall promptly remit to the Agent such excess amount so that the amounts received by each Purchaser Lender hereunder shall at all times be in accordance with its applicable pro rata percentageRevolving Credit Pro Rata Percentage. IfTo the extent necessary for each Lender's actual percentage of all outstanding Loans to equal its applicable Revolving Credit Pro Rata Percentage, however, the Lender having a greater share of any Purchaser that has received payment(s) than its applicable Revolving Credit Pro Rata Percentage shall acquire a participation in the applicable outstanding balances of the Revolving Credit Pro Rata Shares of the other Lenders as determined by Agent. (e) The proceeds from the sale or disposition of any such excess amount fails Collateral shall be applied first to remit such amount to the Expenses incurred by Agent, the Agent shall reallocate the amounts paid then to accrued but unpaid interest, then to unpaid fees owing to Lenders and/or Agent, then on the next payment date to each Purchaser so that, after giving effect to such payments, the pro rata obligations owed by the Company to each Purchaser shall be in an amount equal Settlement Date to the pro rata amount owed by principal balance of Loans in accordance with percentage which each Lender's respective outstanding Loans bears to the Company before the date of the payment of such excess amount. In no event shall any Purchaser be deemed to have a participation or other right in, to or against any other Purchaser’s Note as a result of the payment of any excess amountaggregate outstanding Loans.