Common use of PAYMENT OF THE LOAN ACCOUNT Clause in Contracts

PAYMENT OF THE LOAN ACCOUNT. (a) The Borrowers may repay all or any portion of the principal balance of the Loan Account from time to time until the Termination Date. Unless the Borrowers’ Representative otherwise advises the Administrative Agent, such payments shall be applied first to Base Margin Loans and only then to Libor Loans. (b) The Borrowers, without notice or demand from the Administrative Agent or any Lender, shall pay the Administrative Agent that amount, from time to time, which is necessary so that there is no OverLoan outstanding. (c) The Borrowers shall repay the then entire unpaid balance of the Loan Account and all other Liabilities on the Termination Date. (d) The Administrative Agent shall endeavor to cause the application of payments (if any), pursuant to Sections 2.13(a) and 2.13(b) against Libor Loans then outstanding in such manner as results in the least cost to the Borrowers, but shall not have any affirmative obligation to do so nor liability on account of the Administrative Agent’s failure to have done so. In no event shall action or inaction taken by the Administrative Agent excuse any Borrower from any indemnification obligation under Section 2.13(e). (e) The Borrowers shall indemnify the Administrative Agent and each Lender and hold the Administrative Agent and each Lender harmless from and against any loss, cost or expense (including loss of anticipated profits and amounts payable by the Administrative Agent or such Lender on account of “breakage fees” (so-called)) which the Administrative Agent or such Lender may sustain or incur (including, without limitation, by virtue of acceleration after the occurrence of any Event of Default) as a consequence of the following: (i) Default by any Borrower in payment of the principal amount of or any interest on any Libor Loan as and when due and payable, including any such loss or expense arising from interest or fees payable by such Lender in order to maintain its Libor Loans. (ii) Default by any Borrower in making a borrowing or conversion after the Borrowers’ Representative has given (or is deemed to have given) a request for a Loan or a request to convert a Loan from one applicable interest rate to another. (iii) The making of any payment on a Libor Loan or the making of any conversion of any such Loan to a Base Margin Loan on a day that is not the last day of the applicable Interest Period with respect thereto.

PAYMENT OF THE LOAN ACCOUNT. (a) The Borrowers may repay all or any portion of the principal balance of the Loan Account from time to time until the Termination Date. Unless the Borrowers’ Representative otherwise advises the Administrative Agent, such payments shall be applied first to Base Margin Loans and only then to Libor Loans. (b) The BorrowersEach Borrower, without notice or demand from the Administrative Agent or any Revolving Credit Lender, shall immediately pay the Administrative Agent that amount, from time to time, which is necessary so that there is no OverLoan outstanding. (c) Subject to Section 8.4, during the continuance of a Cash Control Event, the Borrowers shall repay the Revolving Credit: (i) in an amount equal to the proceeds realized from the sale, refinancing, or other disposition of, or realization upon, any Collateral; and (ii) in accordance with the provisions of Article 8 hereof. All amounts prepaid under this Section 2.11 may be reborrowed under the Revolving Credit, subject to and in accordance with, the terms of this Agreement. (d) The Borrowers shall repay the then entire unpaid balance of the Loan Account and all other Liabilities on the Termination Date. (de) The Administrative Agent shall endeavor to cause the application of payments (if any), pursuant to Sections 2.13(a2.11(a) and 2.13(b2.11(b) against Libor LIBOR Loans then outstanding in such manner as results in the least cost to the Borrowers, but shall not have any affirmative obligation to do so nor liability on account of the Administrative Agent’s 's failure to have done so. In no event shall action or inaction taken by the Administrative Agent excuse any Borrower from any indemnification obligation under Section 2.13(e2.11(f). (ef) The Borrowers shall indemnify the Administrative Agent and each Revolving Credit Lender and hold the Administrative Agent and each Revolving Credit Lender harmless from and against any loss, cost or expense (including loss of anticipated profits and amounts payable by the Administrative Agent or such Revolving Credit Lender on account of “"breakage fees” " (so-called)) which the Administrative Agent or such Revolving Credit Lender may sustain or incur (including, without limitation, by virtue of acceleration after the occurrence of any Event of Default) as a consequence of the following: (i) Default Failure by any Borrower in payment to pay any of the principal amount of or any interest on any Libor LIBOR Loan as and when due and payable, including any such loss or expense arising from interest or fees payable by such Revolving Credit Lender in order to maintain its Libor LIBOR Loans. (ii) Default Failure by any Borrower in making to make a borrowing or conversion after the Borrowers’ Representative Lead Borrower has given (or is deemed to have given) a request for a Revolving Credit Loan or a request to convert a Revolving Credit Loan from one applicable interest rate to another. (iii) The making of any payment on a Libor LIBOR Loan or the making of any conversion of any such Loan to a Base Margin Loan on a day that is not the last day of the applicable Interest Period with respect thereto. (g) Upon at least two (2) Business Days' prior written notice to the Administrative Agent, the Borrowers may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Revolving Credit Dollar Commitments. Each such reduction shall be in the principal amount of $5,000,000 or any integral multiple thereof. Each such reduction or termination shall (i) be applied ratably to the Revolving Credit Dollar Commitments of each Revolving Credit Lender and (ii) be irrevocable when given. At the effective time of each such termination, the Borrowers shall pay to the Administrative Agent for application as provided herein any amount by which the unpaid balance of the Loan Account and aggregate undrawn Stated Amount of all then outstanding L/Cs and Banker's Acceptances outstanding on such date exceeds the amount to which the Revolving Credit Dollar Commitments are so reduced. Any such reduction or termination of the Revolving Credit Dollar Commitments may not be reinstated.

PAYMENT OF THE LOAN ACCOUNT. (a) The Borrowers Borrower may repay all or any portion of the principal balance of the Loan Account from time to time until the Termination Date. Unless the Borrowers’ Representative otherwise advises the Administrative Agent, such payments shall be applied first to Base Margin Loans and only then to Libor Loans. (b) The BorrowersBorrower, without notice or demand from the Administrative Agent or any Revolving Credit Lender, shall pay the Administrative Agent that amount, from time to time, which is necessary so that there is no OverLoan OverAdvance outstanding. (c) The Borrowers Borrower shall repay the then entire unpaid balance of the Loan Account and all other Liabilities on the Termination Date. (d) The Administrative Agent shall endeavor to cause the application of payments (if any), pursuant to Sections 2.13(a2.10(a) and 2.13(b2.10(b) against Libor LIBOR Loans then outstanding in such manner as results in the least cost to the BorrowersBorrower, but shall not have any affirmative obligation to do so nor liability on account of the Administrative Agent’s failure to have done so. In no event shall action or inaction taken by the Administrative Agent excuse any the Borrower from any indemnification obligation under Section 2.13(e2.10(e). (e) The Borrowers Borrower shall indemnify the Administrative Agent Agent, each Revolving Credit Lender and each Term Loan Lender and hold the Administrative Agent Agent, each Revolving Credit Lender and each Term Loan Lender harmless from and against any loss, cost or expense (including loss of anticipated profits and amounts payable by the Administrative Agent or such Revolving Credit Lender or Term Loan Lender on account of “breakage fees” (so-called)) which the Administrative Agent or such Revolving Credit Lender or Term Loan Lender may sustain or incur (including, without limitation, by virtue of acceleration after the occurrence of any Event of Default) as a consequence of the following: (i) Default by any the Borrower in payment of the principal amount of or any interest on any Libor LIBOR Loan as and when due and payable, including any such loss or expense arising from interest or fees payable by such Revolving Credit Lender or Term Loan Lender in order to maintain its Libor LIBOR Loans. (ii) Default by any the Borrower in making a borrowing or conversion after the Borrowers’ Representative Borrower has given (or is deemed to have given) a request for a Revolving Credit Loan or a request to convert a Loan from one applicable interest rate to another. (iii) The making of any payment on a Libor LIBOR Loan or the making of any conversion of any such Loan to a Base Margin Loan on a day that is not the last day of the applicable Interest Period with respect thereto. (f) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment, or setoff.

PAYMENT OF THE LOAN ACCOUNT. (a) The Borrowers may repay all or any portion of the principal balance of the Loan Account from time to time until the Termination Date. Unless the Borrowers’ Representative otherwise advises the Administrative Agent, such payments shall be applied first to Base Margin Loans and only then to Libor Loans. All payments by the Borrowers hereunder shall be made to the Administrative Agent, for the account of the respective Revolving Credit Lenders to which such payment is owed, at the Administrative Agent’s office in Dollars and in immediately available funds. (b) The Borrowers, without notice or demand from the Administrative Agent or any Revolving Credit Lender, shall pay the Administrative Agent that amount, from time to time, which is necessary so that there is no OverLoan outstanding. (c) The Borrowers shall repay the then entire unpaid balance of the Loan Account and all other Liabilities on the Termination Date. (d) The Administrative Agent shall endeavor to cause the application of payments (if any), pursuant to Sections 2.13(a2.11(a) and 2.13(b2.11(b) against Libor Loans then outstanding in such manner as results in the least cost to the Borrowers, but shall not have any affirmative obligation to do so nor liability on account of the Administrative Agent’s failure to have done so. In no event shall action or inaction taken by the Administrative Agent excuse any Borrower from any indemnification obligation under Section 2.13(e2.11(e). (e) The Borrowers shall indemnify the Administrative Agent and each Revolving Credit Lender and hold the Administrative Agent and each Revolving Credit Lender harmless from and against any loss, cost or expense (including loss of anticipated profits and amounts payable by the Administrative Agent or such Revolving Credit Lender on account of “breakage fees” (so-called)) which the Administrative Agent or such Revolving Credit Lender may sustain or incur (including, without limitation, by virtue of acceleration after the occurrence of any Event of Default) as a consequence of the following: (i) Default by any Borrower in payment of the principal amount of or any interest on any Libor Loan as and when due and payable, including any such loss or expense arising from interest or fees payable by such Revolving Credit Lender in order to maintain its Libor Loans. (ii) Default by any Borrower in making a borrowing or conversion after the Borrowers’ Representative has given (or is deemed to have given) a request for a Revolving Credit Loan or a request to convert a Revolving Credit Loan from one applicable interest rate to another. (iii) The making of any payment on a Libor Loan or the making of any conversion of any such Libor Loan to a Base Margin Loan on a day that is not the last day of the applicable Interest Period with respect thereto.

PAYMENT OF THE LOAN ACCOUNT. (a) The Borrowers Subject to Section 2.13 hereof, the Borrower may repay all or any portion of the principal balance of the Loan Account from time to time until the Termination Date. Unless the Borrowers’ Representative otherwise advises the Administrative Agent, such payments shall be applied first to Base Margin Loans and only then to Libor Loans. (b) The BorrowersBorrower, without notice or demand from the Administrative Agent or any LenderAgent, shall pay the Administrative Agent that amount, from time to time, which is necessary so that there is no OverLoan Overloan outstanding. (c) The Borrowers Borrower shall repay the then entire unpaid balance of the Loan Account Revolving Credit and all other Liabilities on the Termination Date. (d) The Administrative Agent shall endeavor to cause the payments, pursuant to Sections 2.10(a) and 2.10(b), to be applied in accordance with Section 7.5(a) of this Agreement. The Agent shall endeavor to cause those application of payments (if any), pursuant to Sections 2.13(a2.10(a) and 2.13(b2.10(b) against Libor LIBOR Loans then outstanding in such manner as results in the least cost to the BorrowersBorrower, but shall not have any affirmative obligation to do so nor liability on account of the Administrative Agent’s failure to have done so. In no event shall action or inaction taken by the Administrative Agent excuse any the Borrower from any indemnification obligation under Section 2.13(e2.10(e). (e) The Borrowers Upon the request of the Agent, the Borrower shall indemnify the Administrative Agent and each Lender Lenders and hold the Administrative Agent and each Lender Lenders harmless from and against any loss, cost or expense (including loss of anticipated profits and amounts payable by the Administrative Agent or such Lender on account of “breakage fees” (so-called)profits) which the Administrative Agent or such Lender Lenders may sustain or incur (including, without limitation, by virtue of acceleration after the occurrence of any Event of Default) as a consequence of any of the following: (i) Default by any the Borrower in payment of the principal amount of or any interest on any Libor LIBOR Loan as and when due and payable, including any such loss or expense arising from interest or fees payable by such Lender the Agent or Lenders in order to maintain its Libor LIBOR Loans. (ii) Default by any the Borrower in making a borrowing or conversion after the Borrowers’ Representative Borrower has given (or is deemed to have given) a request for a Revolving Credit Loan or a request to convert a Revolving Credit Loan from one applicable interest rate to another. (iiif) The making of any payment on a Libor an LIBOR Loan or the making of any conversion of any such Loan to a Base Margin Loan on a day that is not the last day of the applicable Interest Period with respect thereto, including interest or fees payable by the Agent and Lenders as “breakage fees”.

PAYMENT OF THE LOAN ACCOUNT. (a) The Borrowers Borrower may repay all or any portion of the principal balance of the Loan Account from time to time until the Termination Date. Unless the Borrowers’ Representative otherwise advises the Administrative Agent, such Such payments shall be applied first to Base Margin Rate Loans and only then to Libor Eurodollar Loans. (b) The BorrowersBorrower, without notice or demand from the Administrative Agent or any Lender, shall pay the Administrative Agent Lender that amount, from time to time, which is necessary so that there is no OverLoan outstandingthe unpaid balance of the Loan Account does not exceed Availability. Such payments shall be applied first to Base Rate Loans and only then to Eurodollar Loans. (c) Subject to the provisions of Section 7-5(c) hereof, the Lender shall endeavor to cause those applications of payments (if any), pursuant to Sections 2-9(a) and 2-9(b) against Eurodollar Loans then outstanding in such manner as results in the least cost to the Borrower, but shall not have any affirmative obligation to do so nor liability on account of the Lender’s failure to have done so. In no event shall action or inaction taken by the Lender excuse the Borrower from any indemnification obligation under Section 2-9(e). (d) The Borrowers Borrower shall repay the then entire unpaid balance of the Loan Account and all other Liabilities on the Termination Date. (d) The Administrative Agent shall endeavor to cause the application of payments (if any), pursuant to Sections 2.13(a) and 2.13(b) against Libor Loans then outstanding in such manner as results in the least cost to the Borrowers, but shall not have any affirmative obligation to do so nor liability on account of the Administrative Agent’s failure to have done so. In no event shall action or inaction taken by the Administrative Agent excuse any Borrower from any indemnification obligation under Section 2.13(e). (e) The Borrowers Borrower shall indemnify the Administrative Agent and each Lender and hold the Administrative Agent and each Lender harmless from and against any loss, cost or expense (including excluding loss of anticipated profits and amounts payable by the Administrative Agent or such Lender on account of “breakage fees” (so-called)profits) which the Administrative Agent or such Lender may sustain or incur (including, without limitation, by virtue of acceleration after the occurrence of any Event of Default) as a consequence of the following: (i) Default by any the Borrower in payment of the principal amount of or any interest on any Libor Eurodollar Loan as and when due and payable, including any such loss or expense arising from interest or fees payable by such the Lender to lenders of funds obtained by it in order to maintain its Libor Eurodollar Loans. (ii) Default by any the Borrower in making a borrowing or conversion after the Borrowers’ Representative Borrower has given (or is deemed to have given) a request for a Revolving Credit Loan or a request to convert a Revolving Credit Loan from one applicable interest rate to another. (iii) The making of any payment on a Libor Eurodollar Loan or the making of any conversion of any such Loan to a Base Margin Rate Loan on a day that is not the last day of the applicable Interest Period with respect thereto, including interest or fees payable by the Lender to lenders of funds obtained by it in order to maintain any such Loans as “breakage fees” (so-called).

PAYMENT OF THE LOAN ACCOUNT. (a) The Borrowers Borrower may repay all or any portion of the principal balance of the Loan Account from time to time until the Termination Date. Unless the Borrowers’ Representative otherwise advises the Administrative Agent, such payments shall be applied first to Base Margin Loans and only then to Libor Loans. (b) The BorrowersBorrower, without notice or demand from the Administrative Agent or any Revolving Credit Lender, shall pay the Administrative Agent that amount, from time to time, which is necessary so that there is no OverLoan OverAdvance outstanding. (c) The Borrowers Borrower shall repay the then entire unpaid balance of the Loan Account and all other Liabilities on the Termination Date. (d) The Administrative Agent shall endeavor to cause the application of payments (if any), pursuant to Sections 2.13(a2.10(a) and 2.13(b2.10(b) against Libor LIBOR Loans then outstanding in such manner as results in the least cost to the BorrowersBorrower, but shall not have any affirmative obligation to do so nor liability on account of the Administrative Agent’s 's failure to have done so. In no event shall action or inaction taken by the Administrative Agent excuse any the Borrower from any indemnification obligation under Section 2.13(e2.10(e). (e) The Borrowers Borrower shall indemnify the Administrative Agent and each Revolving Credit Lender and hold the Administrative Agent and each Revolving Credit Lender harmless from and against any loss, cost or expense (including loss of anticipated profits and amounts payable by the Administrative Agent or such Revolving Credit Lender on account of “"breakage fees” " (so-called)) which the Administrative Agent or such Revolving Credit Lender may sustain or incur (including, without limitation, by virtue of acceleration after the occurrence of any Event of Default) as a consequence of the following: (i) Default by any the Borrower in payment of the principal amount of or any interest on any Libor LIBOR Loan as and when due and payable, including any such loss or expense arising from interest or fees payable by such Revolving Credit Lender in order to maintain its Libor LIBOR Loans. (ii) Default by any the Borrower in making a borrowing or conversion after the Borrowers’ Representative Borrower has given (or is deemed to have given) a request for a Revolving Credit Loan or a request to convert a Revolving Credit Loan from one applicable interest rate to another. (iii) The making of any payment on a Libor LIBOR Loan or the making of any conversion of any such Loan to a Base Margin Loan on a day that is not the last day of the applicable Interest Period with respect thereto.

PAYMENT OF THE LOAN ACCOUNT. (a) The Borrowers may repay all or any portion of the principal balance of the Loan Account from time to time until the Termination Date. Unless the Borrowers’ Representative otherwise advises the Administrative Agent, such payments shall be applied first to Base Margin Loans and only then to Libor Loans. (b) The Borrowers, without notice or demand from the Administrative Agent or any Revolving Credit Lender, shall pay the Administrative Agent that amount, from time to time, which is necessary so that there is no OverLoan outstanding. (c) The Borrowers shall repay the then entire unpaid balance of the Loan Account and all other Liabilities on the Termination Date. (d) The Administrative Agent shall endeavor to cause the application of payments (if any), pursuant to Sections 2.13(a2.10(a) and 2.13(b2.10(b) against Libor Eurodollar Loans then outstanding in such manner as results in the least cost to the Borrowers, but shall not have any affirmative obligation to do so nor liability on account of the Administrative Agent’s 's failure to have done so. In no event shall action or inaction taken by the Administrative Agent excuse any Borrower from any indemnification obligation under Section 2.13(e2.10(e). (e) The Borrowers Each Borrower shall indemnify the Administrative Agent and each Revolving Credit Lender and hold the Administrative Agent and each Revolving Credit Lender harmless from and against any loss, cost or expense (including loss of anticipated profits and amounts payable by the Administrative Agent or such Revolving Credit Lender on account of “"breakage fees” " (so-called)) which the Administrative Agent or such Revolving Credit Lender may sustain or incur (including, without limitation, by virtue of acceleration after the occurrence of any Event of Default) as a consequence of the following: (i) Default by any Borrower in payment of the principal amount of or any interest on any Libor Eurodollar Loan as and when due and payable, including any such loss or expense arising from interest or fees payable by such Revolving Credit Lender in order to maintain its Libor Eurodollar Loans. (ii) Default by any Borrower in making a borrowing or conversion after the Borrowers’ Representative Company has given (or is deemed to have given) a request for a Revolving Credit Loan or a request to convert a Revolving Credit Loan from one applicable interest rate to another. (iii) The making of any payment on a Libor Eurodollar Loan or the making of any conversion of any such Loan to a Base Margin Loan on a day that is not the last day of the applicable Interest Period with respect thereto.

PAYMENT OF THE LOAN ACCOUNT. (a) The Borrowers Borrower may repay all or any portion of the principal balance of the Loan Account from time to time until the Termination Date. Unless the Borrowers’ Representative otherwise advises the Administrative Agent, such payments shall be applied first to Base Margin Loans and only then to Libor Loans. (b) The BorrowersBorrower, without notice or demand from the Administrative Agent or any Revolving Credit Lender, shall pay the Administrative Agent that amount, from time to time, which is necessary so that there is no OverLoan outstanding. (c) The Borrowers Borrower shall repay the then entire unpaid balance of the Loan Account and all other Liabilities on the Termination Date. (d) The Administrative Agent shall endeavor to cause the application of payments (if any), pursuant to Sections 2.13(a2-10(a) and 2.13(b2-10(b) against Libor Loans then outstanding in such manner as results in the least cost to the BorrowersBorrower, but shall not have any affirmative obligation to do so nor liability on account of the Administrative Agent’s failure to have done so. In no event shall action or inaction taken by the Administrative Agent excuse any the Borrower from any indemnification obligation under Section 2.13(e2-10(e). (e) The Borrowers Within ten (10) days from the date a Revolving Credit Lender or the Agent (as the case may be) makes written demand therefor, the Borrower shall indemnify the Administrative Agent and each Revolving Credit Lender and hold the Administrative Agent and each Revolving Credit Lender harmless from and against any loss, cost or expense (including loss of anticipated profits and amounts payable by the Administrative Agent or such Revolving Credit Lender on account of “breakage fees” (so-called)) which the Administrative Agent or such Revolving Credit Lender may sustain or incur (including, without limitation, by virtue of acceleration after the occurrence of any Event of Default) as a consequence of the following: (i) Default by any the Borrower in payment of the principal amount of or any interest on any Libor Loan as and when due and payable, including any such loss or expense arising from interest or fees payable by such Revolving Credit Lender in order to maintain its Libor Loans. (ii) Default by any the Borrower in making a borrowing or conversion after the Borrowers’ Representative Borrower has given (or is deemed to have given) a request for a Revolving Credit Loan or a request to convert a Revolving Credit Loan from one applicable interest rate to another. (iii) The making of any payment on a Libor Loan or the making of any conversion of any such Loan to a Base Margin Loan on a day that is not the last day of the applicable Interest Period with respect thereto.

PAYMENT OF THE LOAN ACCOUNT. (a) The Borrowers may repay all or any portion of the principal balance of the Loan Account from time to time until the Termination Date. Unless the Borrowers’ Representative otherwise advises the Administrative Agent, such payments shall be applied first to Base Margin Loans and only then to Libor Loanswithout premium or penalty except as expressly set forth herein. (b) The Borrowers, without notice or demand from the Administrative Agent or any LenderAgent, shall pay the Administrative Agent that amount, from time to time, which is necessary so that there is no OverLoan Overloan outstanding. (c) The Borrowers shall repay the then entire unpaid balance of the Loan Account Revolving Credit and all other Liabilities on the Termination Date. (d) The Administrative Agent shall endeavor cause payments, pursuant to Sections 2.10(a) and 2.10(b), to be applied in accordance with Section 7.5(a) of this Agreement, provided that the Administrative Agent shall cause the those application of payments (if any), pursuant to Sections 2.13(a2.10(a) and 2.13(b2.10(b) against Libor Index Loans then outstanding in such manner as results in the least cost to the Borrowers, but shall not have any affirmative obligation to do so nor liability on account of the Administrative Agent’s failure to have done so. In no event shall action or inaction taken by the Administrative Agent excuse any Borrower the Borrowers from any indemnification obligation under Section 2.13(e2.10(e). (e) The Borrowers Upon the request of the Administrative Agent, each Borrower, jointly and severally, shall indemnify the Administrative Agent and each Lender Lenders and hold the Administrative Agent and each Lender Lenders harmless from and against any loss, cost or expense (including loss of anticipated profits and amounts payable by the Administrative Agent or such Lender on account of “breakage fees” (so-called)profits) which the Administrative Agent or such Lender Lenders may sustain or incur (including, without limitation, by virtue of acceleration after the occurrence of any Event of Default) as a consequence of any of the following: (i) Default by any Borrower the Borrowers in payment of the principal amount of or any interest on any Libor Index Loan as and when due and payable, including any such loss or expense arising from interest or fees payable by such Lender the Agent or Lenders in order to maintain its Libor Index Loans. (ii) Default by any Borrower the Borrowers in making a borrowing or conversion after the Borrowers’ Representative Borrowers has given (or is deemed to have given) a request for a Revolving Credit Loan or a request to convert a Revolving Credit Loan from one applicable interest rate to another. (iii) The making of any payment on a Libor an Index Loan or the making of any conversion of any such Loan to a Base Margin Loan on a day that is not the last day of the applicable Interest Period with respect thereto, including interest or fees payable by the Agent and Lenders as “breakage fees”.

PAYMENT OF THE LOAN ACCOUNT. (a) The Borrowers may MAY repay all or any portion of the principal balance of the Loan Account from time to time until the Termination Date. Unless the Borrowers’ ' Representative otherwise advises the Administrative Agent, such payments shall be applied first to Base Margin Loans and only then to Libor Loans. (b) The Borrowers, without notice or demand from the Administrative Agent or any Revolving Credit Lender, shall SHALL pay the Administrative Agent that amount, from time to time, which is necessary so that there is no OverLoan outstanding. (c) The Borrowers shall SHALL repay the then entire unpaid balance of the Loan Account and all other Liabilities on the Termination Date. (d) The Administrative Agent shall endeavor to cause the application of payments (if any), pursuant to Sections 2.13(a2.11(a) and 2.13(b2.11(b) against Libor Loans then outstanding in such manner as results in the least cost to the Borrowers, but shall not have any affirmative obligation to do so nor liability on account of the Administrative Agent’s 's failure to have done so. In no event shall action or inaction taken by the Administrative Agent excuse any Borrower from any indemnification obligation under Section 2.13(e2.11(e). (e) The Borrowers shall indemnify the Administrative Agent and each Revolving Credit Lender and hold the Administrative Agent and each Revolving Credit Lender harmless from and against any loss, cost or expense (including loss of anticipated profits and amounts payable by the Administrative Agent or such Revolving Credit Lender on account of “"breakage fees” " (so-called)) which the Administrative Agent or such Revolving Credit Lender may sustain or incur (including, without limitation, by virtue of acceleration after the occurrence of any Event of Default) as a consequence of the following: (i) Default by any Borrower in payment of the principal amount of or any interest on any Libor Loan as and when due and payable, including any such loss or expense arising from interest or fees payable by such Revolving Credit Lender in order to maintain its Libor Loans. (ii) Default by any Borrower in making a borrowing or conversion after the Borrowers’ ' Representative has given (or is deemed to have given) a request for a Revolving Credit Loan or a request to convert a Revolving Credit Loan from one applicable interest rate to another. (iii) The making of any payment on a Libor Loan or the making of any conversion of any such Loan to a Base Margin Loan on a day that is not the last day of the applicable Interest Period with respect thereto.

PAYMENT OF THE LOAN ACCOUNT. (a) The Borrowers Borrower may repay all or any portion of the principal balance of the Loan Account from time to time until the Termination Date. Unless notified otherwise by the Borrowers’ Representative otherwise advises the Administrative AgentBorrower, such payments shall be applied first to Base Margin Prime Rate Loans and only then to Libor Loans. (b) The BorrowersLender shall endeavor to cause those application of payments (if any), without notice pursuant to Sections 2-8(a) and 2-8(b) against Libor Loans then outstanding in such manner as results in the least cost to the Borrower, but shall not have any affirmative obligation to do so nor liability on account of the Lender's failure to have done so. In no event shall action or demand inaction taken by the Lender excuse the Borrower from the Administrative Agent or any Lender, shall pay the Administrative Agent that amount, from time to time, which is necessary so that there is no OverLoan outstandingindemnification obligation under Section 2-8(e). (c) The Borrowers Borrower shall repay the then entire unpaid balance of the Loan Account and all other Liabilities on the Termination Date. (d) The Administrative Agent shall endeavor to cause the application of payments (if any), pursuant to Sections 2.13(a) and 2.13(b) against Libor Loans then outstanding in such manner as results in the least cost to the Borrowers, but shall not have any affirmative obligation to do so nor liability on account of the Administrative Agent’s failure to have done so. In no event shall action or inaction taken by the Administrative Agent excuse any Borrower from any indemnification obligation under Section 2.13(e). (e) The Borrowers shall indemnify the Administrative Agent and each Lender and hold the Administrative Agent and each Lender harmless from and against any loss, cost or expense (including loss of anticipated profits and amounts payable by the Administrative Agent or such Lender on account of “breakage fees” (so-called)profits) which the Administrative Agent or such Lender may sustain or incur (including, without limitation, by virtue of acceleration after the occurrence of any Event of Default) as a consequence of the following: (i) Default by any the Borrower in payment of the principal amount of or any interest on any Libor Loan as and when due and payable, including any such loss or expense arising from interest or fees payable by such the Lender to lenders of funds obtained by it in order to maintain its Libor Loans. (ii) Default by any the Borrower in making a borrowing or conversion after the Borrowers’ Representative Borrower has given (or is deemed to have given) a request for a Loan or a request to convert a Loan from one applicable interest rate to another. (iii) The making of any payment on a Libor Loan or the making of any conversion of any such Loan to a Base Margin Prime Rate Loan on a day that is not the last day of the applicable Interest Period with respect thereto, including interest or fees payable by the Lender to lenders of funds obtained by it in order to maintain any such Loans as "breakage fees" (so-called).

PAYMENT OF THE LOAN ACCOUNT. (a) The Borrowers Borrower may repay all or any portion of the principal balance of the Loan Account from time to time until the Termination DateDate by transferring funds to the Concentration Account (notice of which transfer shall be given by the Borrower to the Agent). Unless the Borrowers’ Representative otherwise advises the Administrative Agent, such Such payments shall be applied first to Base Margin Loans and only then to Libor Loans. (b) The BorrowersBorrower, without notice or demand from the Administrative Agent or any Lender, shall pay the Administrative Agent that amount, from time to time, which is necessary so that there the unpaid balance of the Loan Account does not exceed Borrowing Base, provided, however, in the event that, solely by reason of the creation of one or more Reserves not extant when a Revolving Credit Loan is no OverLoan outstandingmade, the unpaid principal balance of the Loan Account exceeds the Borrowing Base, then the Borrower shall have up to ten (10) Business Days from the date on which the Loan Account first so exceeded the Borrowing Base by reason of such creation, to cause the unpaid principal balance of the Loan Account to not exceed Borrowing Base (during which period, neither the Agent nor any Lender shall have any obligation to make any advance under the Revolving Credit nor to provide any other financial accommodations contemplated by this Agreement). The adjustment or resetting of a then existing Reserve, by reason of changed circumstances, shall not be deemed the creation of a Reserve as to which the foregoing proviso shall apply. Any payments made pursuant to this Section 2-9(b) shall be applied first to Base Margin Loans and only then to Libor Loans. (c) The Borrowers Borrower shall repay the then entire unpaid balance of the Loan Account and all other Liabilities on the Termination Date. (d) The Administrative Agent shall endeavor to cause the application of payments (if any), pursuant to Sections 2.13(a) and 2.13(b) against Libor Loans then outstanding in such manner as results in the least cost to the Borrowers, but shall not have any affirmative obligation to do so nor liability on account of the Administrative Agent’s failure to have done so. In no event shall action or inaction taken by the Administrative Agent excuse any Borrower from any indemnification obligation under Section 2.13(e). (e) The Borrowers shall indemnify the Administrative Agent and each Lender and hold the Administrative Agent and each Lender harmless from and against any loss, cost or expense (including loss of anticipated profits and amounts payable by the Administrative Agent or such Lender on account of “breakage fees” (so-called)profits) which the Administrative Agent or such Lender may sustain or incur (including, without limitation, by virtue of acceleration after the occurrence of any Event of Default) as a consequence of the following:of (i) Default default by any the Borrower in payment of the principal amount of or any interest on any Libor Loan Loans as and when due and payable, including any such loss or expense arising from interest or fees payable by such Lender to lenders of funds obtained by it in order to maintain its Libor Loans.; (ii) Default default by any the Borrower in making a borrowing or conversion after the Borrowers’ Representative Borrower has given (or is deemed to have given) a request for a Revolving Credit Loan or a request to convert a Revolving Credit Loan from one applicable interest rate to another.; or (iii) The the making of any payment on of a Libor Loan or the making of any conversion of any such Loan to a Base Margin Loan on a day that is not the last day of the applicable Interest Period with respect thereto, including interest or fees payable by such Lender to lenders of funds obtained by it in order to maintain any such Loans as "breakage fees" (so-called).

PAYMENT OF THE LOAN ACCOUNT. (a) The Borrowers Borrower may repay all or any portion of the principal balance of the Loan Account from time to time until the Termination Date. Unless the Borrowers’ Representative otherwise advises the Administrative Agent, such payments shall be applied first to Base Margin Loans and only then to Libor Loans. (b) The BorrowersBorrower, without notice or demand from the Administrative Agent or any Revolving Credit Lender, shall pay the Administrative Agent that amount, from time to time, which is necessary so that there is no OverLoan OverAdvance outstanding. (c) The Borrowers Borrower shall repay the then entire unpaid balance of the Loan Account and all other Liabilities on the Termination Date. (d) The Administrative Agent shall endeavor to cause the application of payments (if any), pursuant to Sections 2.13(a2.10(a) and 2.13(b2.10(b) against Libor LIBOR Loans then outstanding in such manner as results in the least cost to the BorrowersBorrower, but shall not have any affirmative obligation to do so nor liability on account of the Administrative Agent’s failure to have done so. In no event shall action or inaction taken by the Administrative Agent excuse any the Borrower from any indemnification obligation under Section 2.13(e2.10(e). (e) The Borrowers Borrower shall indemnify the Administrative Agent and each Revolving Credit Lender and hold the Administrative Agent and each Revolving Credit Lender harmless from and against any loss, cost or expense (including loss of anticipated profits and amounts payable by the Administrative Agent or such Revolving Credit Lender on account of “breakage fees” (so-called)) which the Administrative Agent or such Revolving Credit Lender may sustain or incur (including, without limitation, by virtue of acceleration after the occurrence of any Event of Default) as a consequence of the following: (i) Default by any the Borrower in payment of the principal amount of or any interest on any Libor LIBOR Loan as and when due and payable, including any such loss or expense arising from interest or fees payable by such Revolving Credit Lender in order to maintain its Libor LIBOR Loans. (ii) Default by any the Borrower in making a borrowing or conversion after the Borrowers’ Representative Borrower has given (or is deemed to have given) a request for a Revolving Credit Loan or a request to convert a Revolving Credit Loan from one applicable interest rate to another. (iii) The making of any payment on a Libor LIBOR Loan or the making of any conversion of any such Loan to a Base Margin Loan on a day that is not the last day of the applicable Interest Period with respect thereto. (f) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment, or setoff.

PAYMENT OF THE LOAN ACCOUNT. (a) The Borrowers may repay all or any portion of the principal balance of the Loan Account from time to time until the Termination Date. Unless the Borrowers’ Representative otherwise advises the Administrative Agent, such payments shall be applied first to Base Margin Loans and only then to Libor Loans. (b) The Borrowers, without notice or demand from the Administrative Agent or any Revolving Credit Lender, shall pay the Administrative Agent that amount, from time to time, which is necessary so that there is no OverLoan outstanding. (c) Subject to Section 7:7-4(c), following the occurrence of a Cash Control Event, the Borrowers shall repay the Revolving Credit: (i) in an amount equal to the proceeds realized from the sale, refinancing, or other disposition of, or realization upon, any Collateral; and (ii) in accordance with the provisions of Article 7 hereof. All amounts prepaid under this Section 2:2-11(c) may be reborrowed under the Revolving Credit, subject to and in accordance with, the terms of this Agreement. (d) The Borrowers shall repay the then entire unpaid balance of the Loan Account and all other Liabilities on the Termination Date. (de) The Administrative Agent shall follow the Lead Borrower's timely instructions with respect to the application of payments against Eurodollar Loans. In the absence of timely instructions from the Lead Borrower, the Agent shall endeavor to cause the application of payments (if any), pursuant to Sections 2.13(a2:2-11(a) and 2.13(b2:2-11(b) against Libor Eurodollar Loans then outstanding in such manner as results in the least cost to the Borrowers, but shall not have any affirmative obligation to do so nor liability on account of the Administrative Agent’s 's failure to have done so. In no event shall action or inaction taken by the Administrative Agent excuse any Borrower from any indemnification obligation under Section 2.13(e2:2-11(f). (ef) The Borrowers shall indemnify the Administrative Agent and each Revolving Credit Lender and hold the Administrative Agent and each Revolving Credit Lender harmless from and against any loss, cost or expense (including loss of anticipated profits and amounts payable by the Administrative Agent or such Revolving Credit Lender on account of “"breakage fees” " (so-called)) which the Administrative Agent or such Revolving Credit Lender may sustain or incur (including, without limitation, by virtue of acceleration after the occurrence of any Event of Default) as a consequence of the following: (i) Default by any Borrower in payment of the principal amount of or any interest on any Libor Eurodollar Loan as and when due and payable, including any such loss or expense arising from interest or fees payable by such Revolving Credit Lender in order to maintain its Libor Eurodollar Loans. (ii) Default by any Borrower in making a borrowing or conversion after the Borrowers’ Representative has given (or is deemed to have given) a request for a Loan or a request to convert a Loan from one applicable interest rate to another. (iii) The making of any payment on a Libor Loan or the making of any conversion of any such Loan to a Base Margin Loan on a day that is not the last day of the applicable Interest Period with respect thereto.

PAYMENT OF THE LOAN ACCOUNT. (a) The Borrowers may repay all or any portion of the principal balance of the Loan Account from time to time until the Termination Date. Unless the Borrowers’ Representative otherwise advises the Administrative Agent, such payments shall be applied first to Base Margin Loans and only then to Libor Loans. (b) The Borrowers, without notice or demand from the Administrative Agent or any Revolving Credit Lender, shall pay the Administrative Agent that amount, from time to time, which is necessary so that there is no OverLoan outstanding. (c) The Borrowers shall repay the then entire unpaid balance of the Loan Account and all other Liabilities on the Termination Date. (d) The Administrative Agent shall endeavor to cause the application of payments (if any), pursuant to Sections 2.13(a2.11(a) and 2.13(b2.11(b) against Libor Eurodollar Loans then outstanding in such manner as results in the least cost to the Borrowers, but shall not have any affirmative obligation to do so nor liability on account of the Administrative Agent’s 's failure to have done so. In no event shall action or inaction taken by the Administrative Agent excuse any Borrower from any indemnification obligation under Section 2.13(e2.11(e). (e) The Borrowers Loan Parties shall indemnify the Administrative Agent and each Revolving Credit Lender and hold the Administrative Agent and each Revolving Credit Lender harmless from and against any loss, cost or expense (including loss of anticipated profits and amounts payable by the Administrative Agent or such Revolving Credit Lender on account of “"breakage fees” " (so-called)) which the Administrative Agent or such Revolving Credit Lender may sustain or incur (including, without limitation, by virtue of acceleration after the occurrence of any Event of Default) as a consequence of the following: (i) Default by any Borrower in payment of the principal amount of or any interest on any Libor Eurodollar Loan as and when due and payable, including any such loss or expense arising from interest or fees payable by such Revolving Credit Lender in order to maintain its Libor Eurodollar Loans. (ii) Default by any Borrower in making a borrowing or conversion after the Borrowers’ Representative has given (or is deemed to have given) a request for a Loan or a request to convert a Loan from one applicable interest rate to another. (iii) The making of any payment on a Libor Loan or the making of any conversion of any such Loan to a Base Margin Loan on a day that is not the last day of the applicable Interest Period with respect thereto.

PAYMENT OF THE LOAN ACCOUNT. (a) The Borrowers Borrower may repay all or any portion of the principal balance of the Loan Account from time to time until the Termination Date. Unless the Borrowers’ Representative otherwise advises the Administrative Agent, such Such payments shall be applied first to Base Margin Loans and only then to Libor Loans. (b) The BorrowersBorrower, without notice or demand from the Administrative Agent or any Lender, Lender shall pay the Administrative Agent Lender that amount, from time to time, which is necessary so that there is no OverLoan outstanding.the unpaid balance of the Loan Account does not exceed the Borrowing Base. Such payments shall be applied first to Base Margin Loans and only then to Libor Loans (c) The Borrowers Lender shall endeavor to cause those application of payments (if any), pursuant to Sections 2-8(a) and 2-8(b) against Libor Loans then outstanding in such manner as results in the least cost to the Borrower, but shall not have any affirmative obligation to do so nor liability on account of the Lender's failure to have done so. In no event shall action or inaction taken by the Lender excuse the Borrower from any indemnification obligation under Section 2-8(e). (d) The Borrower shall repay the then entire unpaid balance of the Loan Account and all other Liabilities on the Termination Date. (d) The Administrative Agent shall endeavor to cause the application of payments (if any), pursuant to Sections 2.13(a) and 2.13(b) against Libor Loans then outstanding in such manner as results in the least cost to the Borrowers, but shall not have any affirmative obligation to do so nor liability on account of the Administrative Agent’s failure to have done so. In no event shall action or inaction taken by the Administrative Agent excuse any Borrower from any indemnification obligation under Section 2.13(e). (e) The Borrowers Borrower shall indemnify the Administrative Agent and each Lender and hold the Administrative Agent and each Lender harmless from and against any loss, cost or expense (including loss of anticipated profits and amounts payable by the Administrative Agent or such Lender on account of “breakage fees” (so-called)profits) which the Administrative Agent or such Lender may sustain or incur (including, without limitation, by virtue of acceleration after the occurrence of any Event of Default) as a consequence of the following: (i) Default by any the Borrower in payment of the principal amount of or any interest on any Libor Loan as and when due and payable, including any such loss or expense arising from interest or fees payable by such Lender to lenders of funds obtained by it in order to maintain its Libor Loans. (ii) Default by any the Borrower in making a borrowing or conversion after the Borrowers’ Representative Borrower has given (or is deemed to have given) a request for a Revolving Credit Loan or a request to convert a Revolving Credit Loan from one applicable interest rate to another. (iii) The making of any payment on a Libor Loan or the making of any conversion of any such Loan to a Base Margin Loan on a day that is not the last day of the applicable Interest Period with respect thereto, including interest or fees payable by Lender to lenders of funds obtained by it in order to maintain any such Loans as "breakage fees" (so-called).

PAYMENT OF THE LOAN ACCOUNT. (a) The Borrowers Borrower may repay all or any portion of the principal balance of the Loan Account from time to time until the Termination Date. Unless the Borrowers’ Representative otherwise advises the Administrative Agent, such payments shall be applied first to Base Margin Loans and only then to Libor Loans. (b) The BorrowersBorrower, without notice or demand from the Administrative Agent or any Revolving Credit Lender, shall pay the Administrative Agent that amount, from time to time, which is necessary so that there is no OverLoan Overloan outstanding. (c) The Borrowers Borrower shall repay the then entire unpaid balance of the Loan Account and all other Liabilities on the Termination Date. (d) The Administrative Agent shall endeavor to cause the application of payments (if any), pursuant to Sections 2.13(a) and 2.13(b) against Libor Loans then outstanding in such manner as results in the least cost to the BorrowersBorrower, but shall not have any affirmative obligation to do so nor liability on account of the Administrative Agent’s 's failure to have done so. In no event shall action or inaction taken by the Administrative Agent excuse any the Borrower from any indemnification obligation under Section 2.13(e). (e) The Borrowers Within ten (10) days from the date a Revolving Credit Lender or the Agent (as the case may be) makes written demand therefor, the Borrower shall indemnify the Administrative Agent and each Revolving Credit Lender and hold the Administrative Agent and each Revolving Credit Lender harmless from and against any loss, cost or expense (including loss of anticipated profits and amounts payable by the Administrative Agent or such Revolving Credit Lender on account of “"breakage fees” " (so-called)) which the Administrative Agent or such Revolving Credit Lender may sustain or incur (including, without limitation, by virtue of acceleration after the occurrence of any Event of Default) as a consequence of the following: (i) Default by any the Borrower in payment of the principal amount of or any interest on any Libor Loan as and when due and payable, including any such loss or expense arising from interest or fees payable by such Revolving Credit Lender in order to maintain its Libor Loans. (ii) Default by any Borrower in making a borrowing or conversion after the Borrowers’ Representative has given (or is deemed to have given) a request for a Loan or a request to convert a Loan from one applicable interest rate to another. (iii) The making of any payment on a Libor Loan or the making of any conversion of any such Loan to a Base Margin Loan on a day that is not the last day of the applicable Interest Period with respect thereto.

PAYMENT OF THE LOAN ACCOUNT. (a) The Borrowers may repay all or any portion of the principal balance of the Loan Account from time to time until the Termination Date. Unless the Borrowers’ Representative otherwise advises the Administrative Agent, such payments shall be applied first to Base Margin Loans and only then to Libor Loans. (b) The Borrowers, without notice or demand from the Administrative Agent or any Revolving Credit Lender, shall pay the Administrative Agent that amount, from time to time, which is necessary so that there is no OverLoan outstanding. (c) The Borrowers shall repay the then entire unpaid balance of the Loan Account and all other Liabilities on the Termination Date. (d) The Administrative Agent shall endeavor to cause the application of payments (if any), pursuant to Sections 2.13(a2.11(a) and 2.13(b2.11(b) against Libor Loans then outstanding in such manner as results in the least cost to the Borrowers, but shall not have any affirmative obligation to do so nor liability on account of the Administrative Agent’s failure to have done so. In no event shall action or inaction taken by the Administrative Agent excuse any Borrower from any indemnification obligation under Section 2.13(e2.11(e). (e) The Borrowers shall indemnify the Administrative Agent and each Revolving Credit Lender and hold the Administrative Agent and each Revolving Credit Lender harmless from and against any loss, cost or expense (including loss of anticipated profits and amounts payable by the Administrative Agent or such Revolving Credit Lender on account of “breakage fees” (so-called)) which the Administrative Agent or such Revolving Credit Lender may sustain or incur (including, without limitation, by virtue of acceleration after the occurrence of any Event of Default) as a consequence of the following: (i) Default by any Borrower in payment of the principal amount of or any interest on any Libor Loan as and when due and payable, including any such loss or expense arising from interest or fees payable by such Revolving Credit Lender in order to maintain its Libor Loans. (ii) Default by any Borrower in making a borrowing or conversion after the Borrowers’ Representative has given (or is deemed to have given) a request for a Revolving Credit Loan or a request to convert a Revolving Credit Loan from one applicable interest rate to another. (iii) The making of any payment on a Libor Loan or the making of any conversion of any such Loan to a Base Margin Loan on a day that is not the last day of the applicable Interest Period with respect thereto.

PAYMENT OF THE LOAN ACCOUNT. (a) The Borrowers Borrower may repay all or any portion of the principal balance of the Loan Account from time to time until the Termination Date. Unless the Borrowers’ Representative otherwise advises the Administrative Agent, such payments shall be applied first to Base Margin Loans and only then to Libor Loans. (b) The BorrowersBorrower, without notice or demand from the Administrative Agent or any LenderAgent, shall pay the Administrative Agent that amount, from time to time, which is necessary so that there is no OverLoan Overloan outstanding. (c) The Borrowers Borrower shall repay the then entire unpaid balance of the Loan Account Revolving Credit and all other Liabilities on the Termination Date. (d) The Administrative Agent shall endeavor to cause the payments, pursuant to Sections 2.10(a) and 2.10(b), to be applied in accordance with Section 7.5(a) of this Agreement. The Agent shall endeavor to cause those application of payments (if any), pursuant to Sections 2.13(a2.10(a) and 2.13(b2.10(b) against Libor Eurodollar Loans then outstanding in such manner as results in the least cost to the BorrowersBorrower, but shall not have any affirmative obligation to do so nor liability on account of the Administrative Agent’s failure to have done so. In no event shall action or inaction taken by the Administrative Agent excuse any the Borrower from any indemnification obligation under Section 2.13(e2.10(e). (e) The Borrowers Upon the request of the Agent, the Borrower shall indemnify the Administrative Agent and each Lender Lenders and hold the Administrative Agent and each Lender Lenders harmless from and against any loss, cost or expense (including loss of anticipated profits and amounts payable by the Administrative Agent or such Lender on account of “breakage fees” (so-called)profits) which the Administrative Agent or such Lender Lenders may sustain or incur (including, without limitation, by virtue of acceleration after the occurrence of any Event of Default) as a consequence of any of the following: (i) Default by any the Borrower in payment of the principal amount of or any interest on any Libor Eurodollar Loan as and when due and payable, including any such loss or expense arising from interest or fees payable by such Lender the Agent or Lenders in order to maintain its Libor Eurodollar Loans. (ii) Default by any the Borrower in making a borrowing or conversion after the Borrowers’ Representative Borrower has given (or is deemed to have given) a request for a Revolving Credit Loan or a request to convert a Revolving Credit Loan from one applicable interest rate to another. (iiif) The making of any payment on a Libor an Eurodollar Loan or the making of any conversion of any such Loan to a Base Margin Loan on a day that is not the last day of the applicable Interest Period with respect thereto, including interest or fees payable by the Agent and Lenders as "breakage fees".

PAYMENT OF THE LOAN ACCOUNT. (a) The Borrowers may repay all or any portion of the principal balance of the Loan Account from time to time until the Termination Date. Unless the Borrowers’ Representative otherwise advises the Administrative Agent, such Such payments shall be applied first to Base Margin Loans and only then to Libor Loans. (b) The Borrowers, without notice or demand from the Administrative Agent or any Lender, shall pay the Administrative Agent Lender that amount, from time to time, which is necessary so that there is no OverLoan outstandingthe unpaid balance of the Loan Account does not exceed the Borrowing Base. Such payments shall be applied first to Base Margin Loans and only then to Libor Loans. (c) The Borrowers shall repay the then entire unpaid balance of the Loan Account and all other Liabilities on the Termination Date. (d) The Administrative Agent Lender shall endeavor to cause the those application of payments (if any), pursuant to Sections 2.13(a2-8(a) and 2.13(b2-8(b) against Libor Loans then outstanding in such manner as results in the least cost to the Borrowers, but shall not have any affirmative obligation to do so nor liability on account of the Administrative Agent’s Lender's failure to have done so. In no event shall action or inaction taken by the Administrative Agent Lender excuse any Borrower the Borrowers from any indemnification obligation under Section 2.13(e2-8(e). (d) The Borrowers shall repay the then entire unpaid balance of the Loan Account and all other Liabilities on the Termination Date. (e) The Borrowers shall indemnify the Administrative Agent and each Lender and hold the Administrative Agent and each Lender harmless from and against any loss, cost or expense (including loss of anticipated profits and amounts payable by the Administrative Agent or such Lender on account of “breakage fees” (so-called)profits) which the Administrative Agent or such Lender may sustain or incur (including, without limitation, by virtue of acceleration after the occurrence of any Event of Default) as a consequence of the following: : (i) Default by any Borrower the Borrowers in payment of the principal amount of or any interest on any Libor Loan as and when due and payable, including any such loss or expense arising from interest or fees payable by such the Lender to lenders of funds obtained by it in order to maintain its Libor Loans. Loans (ii) Default by any Borrower the Borrowers in making a borrowing or conversion after the Borrowers’ Representative has Borrowers have given (or is deemed to have given) a request for a Revolving Credit Loan or a request to convert a Revolving Credit Loan from one applicable interest rate to another. (iii) The making of any payment on a Libor Loan or the making of any conversion of any such Loan to a Base Margin Loan on a day that is not the last day of the applicable Interest Period with respect thereto.

PAYMENT OF THE LOAN ACCOUNT. (a) The Borrowers may repay all or any portion of the principal balance of the Loan Account from time to time until the Termination Date. Unless the Borrowers’ Representative otherwise advises the Administrative Agent, such payments shall be applied first to Base Margin Loans and only then to Libor Loans. (b) The Borrowers, without notice or demand from the Administrative Agent or any Revolving Credit Lender, shall pay the Administrative Agent that amount, from time to time, which is necessary so that there is no OverLoan outstanding. (c) The Borrowers shall repay the then entire unpaid balance of the Loan Account and all other Liabilities on the Termination Date. (d) The Administrative Agent shall endeavor to cause the application of payments (if any), pursuant to Sections 2.13(a) and 2.13(b2.11(a)and 2.11(b) against Libor LIBOR Loans then outstanding in such manner as results in the least cost to the Borrowers, but shall not have any affirmative obligation to do so nor liability on account of the Administrative Agent’s 's failure to have done so. In no event shall action or inaction taken by the Administrative Agent excuse any Borrower from any indemnification obligation under Section 2.13(e2.10(e). (e) The Borrowers shall indemnify the Administrative Agent and each Revolving Credit Lender and hold the Administrative Agent and each Revolving Credit Lender harmless from and against any loss, cost or expense (including loss of anticipated profits and amounts payable by the Administrative Agent or such Revolving Credit Lender on account of “"breakage fees” " (so-called)) which the Administrative Agent or such Revolving Credit Lender may sustain or incur (including, without limitation, by virtue of acceleration after the occurrence of any Event of Default) as a consequence of the following: (i) Default by any Borrower in payment of the principal amount of or any interest on any Libor LIBOR Loan as and when due and payable, including any such loss or expense arising from interest or fees payable by such Revolving Credit Lender in order to maintain its Libor LIBOR Loans. (ii) Default by any Borrower in making a borrowing or conversion after the Borrowers’ Representative Lead Borrower has given (or is deemed to have given) a request for a Revolving Credit Loan or a request to convert a Revolving Credit Loan from one applicable interest rate to another. (iii) The making of any payment on a Libor LIBOR Loan or the making of any conversion of any such Loan to a Base Prime Margin Loan on a day that is not the last day of the applicable Interest Period with respect thereto.

PAYMENT OF THE LOAN ACCOUNT. (a) The Borrowers may repay all or any portion of the principal balance of the Loan Account from time to time until the Termination Date. Unless the Borrowers’ Representative otherwise advises the Administrative Agent, such payments shall be applied first to Base Margin Loans and only then to Libor Loans. (b) The Borrowers, without notice or demand from the Administrative Agent or any Revolving Credit Lender, shall pay the Administrative Agent that amount, from time to time, which is necessary so that there is no OverLoan outstanding. (c) The Borrowers shall repay the then entire unpaid balance of the Loan Account and all other Liabilities on the Termination Date. (d) The Administrative Agent shall endeavor to cause the application of payments (if any), pursuant to Sections 2.13(a2.11(a) and 2.13(b2.11(b) against Libor Loans then outstanding in such manner as results in the least cost to the Borrowers, but shall not have any affirmative obligation to do so nor liability on account of the Administrative Agent’s 's failure to have done so. In no event shall action or inaction taken by the Administrative Agent excuse any Borrower from any indemnification obligation under Section 2.13(e2.10(e). (e) The Borrowers shall indemnify the Administrative Agent and each Revolving Credit Lender and hold the Administrative Agent and each Revolving Credit Lender harmless from and against any loss, cost or expense (including loss of anticipated profits and amounts payable by the Administrative Agent or such Revolving Credit Lender on account of “"breakage fees” " (so-called)) which the Administrative Agent or such Revolving Credit Lender may sustain or incur (including, without limitation, by virtue of acceleration after the occurrence of any Event of Default) as a consequence of the following: (i) Default by any Borrower in payment of the principal amount of or any interest on any Libor Loan as and when due and payable, including any such loss or expense arising from interest or fees payable by such Revolving Credit Lender in order to maintain its Libor Loans. (ii) Default by any Borrower in making a borrowing or conversion after the Borrowers’ Representative Lead Borrower has given (or is deemed to have given) a request for a Revolving Credit Loan or a request to convert a Revolving Credit Loan from one applicable interest rate to another. (iii) The making of any payment on a Libor Loan or the making of any conversion of any such Loan to a Base Prime Margin Loan on a day that is not the last day of the applicable Interest Period with respect thereto.

PAYMENT OF THE LOAN ACCOUNT. (a) The Borrowers Borrower may repay all or any portion of the principal balance of the Loan Account from time to time until the Termination Date. Unless the Borrowers’ Representative otherwise advises the Administrative Agent, such Such payments shall be applied first to Base Margin Loans and only then to Libor Eurodollar Loans. (b) The BorrowersBorrower, without notice or demand from the Administrative Agent or any Lender, shall pay the Administrative Agent Lender that amount, from time to time, which is necessary so that there is no OverLoan outstandingthe unpaid balance of the Loan Account does not exceed Availability. Such payments shall be applied first to Base Margin Loans and only then to Eurodollar Loans. (c) Subject to the provisions of Section 7-5(b)(v) hereof, the Lender shall endeavor to cause those applications of payments (if any), pursuant to Sections 2-9(a) and 2-9(b) against Eurodollar Loans then outstanding in such manner as results in the least cost to the Borrower, but shall not have any affirmative obligation to do so nor liability on account of the Lender's failure to have done so. In no event shall action or inaction taken by the Lender excuse the Borrower from any indemnification obligation under Section 2-9(e). (d) The Borrowers Borrower shall repay the then entire unpaid balance of the Loan Account and all other Liabilities on the Termination Date. (d) The Administrative Agent shall endeavor to cause the application of payments (if any), pursuant to Sections 2.13(a) and 2.13(b) against Libor Loans then outstanding in such manner as results in the least cost to the Borrowers, but shall not have any affirmative obligation to do so nor liability on account of the Administrative Agent’s failure to have done so. In no event shall action or inaction taken by the Administrative Agent excuse any Borrower from any indemnification obligation under Section 2.13(e). (e) The Borrowers Borrower shall indemnify the Administrative Agent and each Lender and hold the Administrative Agent and each Lender harmless from and against any loss, cost or expense (including excluding loss of anticipated profits and amounts payable by the Administrative Agent or such Lender on account of “breakage fees” (so-called)profits) which the Administrative Agent or such Lender may sustain or incur (including, without limitation, by virtue of acceleration after the occurrence of any Event of Default) as a consequence of the following: (i) Default by any the Borrower in payment of the principal amount of or any interest on any Libor Eurodollar Loan as and when due and payable, including any such loss or expense arising from interest or fees payable by such the Lender to lenders of funds obtained by it in order to maintain its Libor Eurodollar Loans. (ii) Default by any the Borrower in making a borrowing or conversion after the Borrowers’ Representative Borrower has given (or is deemed to have given) a request for a Revolving Credit Loan or a request to convert a Revolving Credit Loan from one applicable interest rate to another. (iii) The making of any payment on a Libor Eurodollar Loan or the making of any conversion of any such Loan to a Base Margin Loan on a day that is not the last day of the applicable Interest Period with respect thereto, including interest or fees payable by the Lender to lenders of funds obtained by it in order to maintain any such Loans as "breakage fees" (so-called).

PAYMENT OF THE LOAN ACCOUNT. (a) The Borrowers may repay all or any portion of the principal balance of the Loan Account from time to time until the Termination Date. Unless the Borrowers’ Representative otherwise advises the Administrative Agent, such Such payments shall be applied first to Base Margin Loans and only then to Libor Eurodollar Loans. (b) The Borrowers, without notice or demand from the Administrative Agent or any Lender, shall pay the Administrative Agent that amount, from time to time, which is necessary so that there is no OverLoan outstanding. (c) The Borrowers shall repay the then entire unpaid balance of the Loan Account does not exceed the Borrowing Base. Such payments shall be applied first to Base Margin Loans and all other Liabilities on the Termination Dateonly then to Eurodollar Loans. (dc) The Administrative Unless otherwise instructed by the Lead Borrower, the Agent shall endeavor to cause the those application of payments (if any), pursuant to Sections 2.13(a2:2-9(a) and 2.13(b2:2-9(b) against Libor Eurodollar Loans then outstanding in such manner as results in the least cost to the Borrowers, but shall not have any affirmative obligation to do so nor liability on account of the Administrative Agent’s 's failure to have done so. In no event shall action or inaction taken by the Administrative Agent excuse any Borrower the Borrowers from any indemnification obligation under Section 2.13(e2:2-9(e). (d) The Borrowers shall repay the then entire unpaid balance of the Loan Account and all other Liabilities on the Termination Date. (e) The Upon the written request of the Agent, the Borrowers shall indemnify the Administrative Agent and each Lender and hold the Administrative Agent and each Lender harmless from and against any loss, cost or expense (including loss of anticipated profits and amounts payable by the Administrative Agent or such Lender on account of “breakage fees” (so-called)profits) which the Administrative Agent or such Lender may sustain or incur (including, without limitation, by virtue of acceleration after the occurrence of any Event of Default) as a consequence of the following: : (i) Default by any Borrower the Borrowers in payment of the principal amount of or any interest on any Libor Eurodollar Loan as and when due and payable, including any such loss or expense arising from interest or fees payable by such Lender to lenders of funds obtained by it in order to maintain its Libor Eurodollar Loans. (ii) Default by any Borrower in making a borrowing or conversion after the Borrowers’ Representative has given (or is deemed to have given) a request for a Loan or a request to convert a Loan from one applicable interest rate to another. (iii) The making of any payment on a Libor Loan or the making of any conversion of any such Loan to a Base Margin Loan on a day that is not the last day of the applicable Interest Period with respect thereto.

PAYMENT OF THE LOAN ACCOUNT. (a) The Borrowers Borrower may repay all or any portion of the principal balance of the Loan Account at any time and from time to time time, without prepayment, penalty or premium (except as set forth in Section 2.20), until the Termination Date. Unless the Borrowers’ Representative otherwise advises the Administrative Agent, such payments shall be applied first to Base Margin Loans and only then to Libor Loans. (b) The BorrowersBorrower, without notice or demand from the Administrative Agent or any Lender, shall pay the Administrative Agent Lender that amount, from time to time, which is necessary so that there is no OverLoan Overloan outstanding, provided that written notice from the Lender shall be required with respect to Overloans resulting from actions of the Lender under Section 2.8(e) hereof or otherwise. (c) The Borrowers Borrower may terminate this Agreement at any time upon not less than ten (10) days written notice, which notice shall specify the Termination Date. (d) The Borrower shall repay the then entire unpaid balance of the Loan Account Revolving Credit and all other Liabilities on the Termination Date. (de) The Administrative Agent Lender shall apply payments received pursuant to Sections 2.10(a) and 2.10(b) first towards the unpaid balance of the Loan Account and second towards all other Liabilities. The Lender shall endeavor to cause the application of apply payments (if any), received pursuant to Sections 2.13(a2.10(a) and 2.13(b2.10(b) first against Libor Base Margin Loans, to the fullest extent thereof, and second against Eurodollar Rate Loans, provided that the Lender shall endeavor to apply any and all payments against Eurodollar Rate Loans then outstanding in such manner as results in the least cost to the Borrowers, but shall not have Borrower and that minimizes to the extent possible any affirmative obligation to do so nor liability on account of the Administrative Agent’s failure to have done soamounts payable by Borrower under Section 2.20 hereof. In no event shall action or inaction taken by the Administrative Agent Lender excuse any the Borrower from any indemnification obligation under Section 2.13(e2.10(f). (ef) The Borrowers Upon the request of the Lender, the Borrower shall indemnify the Administrative Agent and each Lender and hold the Administrative Agent and each Lender harmless from and against any loss, cost or expense (including loss of anticipated profits and amounts payable by the Administrative Agent or such Lender on account of “breakage fees” (so-called)profits) which the Administrative Agent or such Lender may sustain or incur (including, without limitation, by virtue of acceleration after the occurrence of any Event of Default) as a consequence of any of the following: (i) Default by any the Borrower in payment of the principal amount of or any interest on any Libor Eurodollar Loan as and when due and payable, including any such loss or expense arising from interest or fees payable by such the Lender in order to maintain its Libor Eurodollar Loans. (ii) Default by any the Borrower in making a borrowing or conversion after the Borrowers’ Representative Borrower has given (or is deemed to have given) a request for a Revolving Credit Loan or a request to convert a Revolving Credit Loan from one applicable interest rate type to another. (iiig) The making of any payment on a Libor Eurodollar Loan or the making of any conversion of any such Loan to a Base Margin Loan on a day that is not the last day of the applicable Interest Period with respect thereto, including interest or fees payable by the Lender as “breakage fees”.

PAYMENT OF THE LOAN ACCOUNT. (a) The Borrowers may repay all or any portion of the principal balance of the Loan Account from time to time until the Termination Date. Unless the Borrowers’ Representative otherwise advises the Administrative Agent, such payments shall be applied first to Base Margin Loans and only then to Libor Loans. (b) The Borrowers, without notice or demand from the Administrative Agent or any Revolving Credit Lender, shall pay the Administrative Agent that amount, from time to time, which is necessary so that there is no OverLoan OverAdvance outstanding. (c) The Borrowers shall repay the then entire unpaid balance of the Loan Account and all other Liabilities on the Termination Date. (d) The Administrative Agent shall endeavor to cause the application of payments (if any), pursuant to Sections 2.13(a2.10(a) and 2.13(b2.10(b) against Libor LIBOR Loans then outstanding in such manner as results in the least cost to the Borrowers, but shall not have any affirmative obligation to do so nor liability on account of the Administrative Agent’s failure to have done so. In no event shall action or inaction taken by the Administrative Agent excuse any Borrower the Borrowers from any indemnification obligation under Section 2.13(e2.10(e). (e) The Borrowers shall indemnify the Administrative Agent Agent, each Revolving Credit Lender and each Term Loan Lender and hold the Administrative Agent Agent, each Revolving Credit Lender and each Term Loan Lender harmless from and against any loss, cost or expense (including loss of anticipated profits and amounts payable by the Administrative Agent or such Revolving Credit Lender or Term Loan Lender on account of “breakage fees” (so-called)) which the Administrative Agent or such Revolving Credit Lender or Term Loan Lender may sustain or incur (including, without limitation, by virtue of acceleration after the occurrence of any Event of Default) as a consequence of the following: (i) Default by any Borrower the Borrowers in payment of the principal amount of or any interest on any Libor LIBOR Loan as and when due and payable, including any such loss or expense arising from interest or fees payable by such Revolving Credit Lender or Term Loan Lender in order to maintain its Libor LIBOR Loans. (ii) Default by any Borrower the Borrowers in making a borrowing or conversion after the Borrowers’ Representative Lead Borrower has given (or is deemed to have given) a request for a Revolving Credit Loan or a request to convert a Loan from one applicable interest rate to another. (iii) The making of any payment on a Libor LIBOR Loan or the making of any conversion of any such Loan to a Base Margin Loan on a day that is not the last day of the applicable Interest Period with respect thereto. (f) All payments to be made by the Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment, or setoff.

PAYMENT OF THE LOAN ACCOUNT. (a) The Subject to Section 2.15 hereof, the Borrowers may repay all or any portion of the principal balance of the Loan Account from time to time until the Termination Date. Unless the Borrowers’ Representative otherwise advises the Administrative Agent, such payments shall be applied first to Base Margin Loans and only then to Libor Loans. (b) The Borrowers, without notice or demand from the Administrative Agent or any LenderAgent, shall pay the Administrative Agent that amount, from time to time, which is necessary so that there is no OverLoan Overloan outstanding. (c) The Borrowers shall repay the then entire unpaid balance of the Loan Account Revolving Credit and all other Liabilities on the Termination Date. (d) The Administrative Agent shall endeavor to cause the payments, pursuant to Sections 2.10(a) and 2.10(b), to be applied in accordance with Section 7.5(a) of this Agreement. The Agent shall endeavor to cause those application of payments (if any), pursuant to Sections 2.13(a2.10(a) and 2.13(b2.10(b) against Libor Index Loans then outstanding in such manner as results in the least cost to the Borrowers, but shall not have any affirmative obligation to do so nor liability on account of the Administrative Agent’s 's failure to have done so. In no event shall action or inaction taken by the Administrative Agent excuse any Borrower the Borrowers from any indemnification obligation under Section 2.13(e2.10(e). (e) The Upon the request of the Agent, the Borrowers shall indemnify the Administrative Agent and each Lender Lenders and hold the Administrative Agent and each Lender Lenders harmless from and against any loss, cost or expense (including loss of anticipated profits and amounts payable by the Administrative Agent or such Lender on account of “breakage fees” (so-called)profits) which the Administrative Agent or such Lender Lenders may sustain or incur (including, without limitation, by virtue of acceleration after the occurrence of any Event of Default) as a consequence of any of the following: (i) Default by any Borrower the Borrowers in payment of the principal amount of or any interest on any Libor Index Loan as and when due and payable, including any such loss or expense arising from interest or fees payable by such Lender the Agent or Lenders in order to maintain its Libor Index Loans. (ii) Default by any Borrower the Borrowers in making a borrowing or conversion after the Borrowers’ Representative Borrowers has given (or is deemed to have given) a request for a Revolving Credit Loan or a request to convert a Revolving Credit Loan from one applicable interest rate to another. (iiif) The making of any payment on a Libor an Index Loan or the making of any conversion of any such Loan to a Base Margin Loan on a day that is not the last day of the applicable Interest Period with respect thereto, including interest or fees payable by the Agent and Lenders as "breakage fees".

PAYMENT OF THE LOAN ACCOUNT. (a) The Borrowers Borrower may repay all or any portion of the principal balance of the Loan Account from time to time until the Termination Date. Unless the Borrowers’ Representative otherwise advises the Administrative Agent, such Such payments shall be applied first to Base Margin Loans and only then to Libor Loans. (b) The BorrowersBorrower, without notice or demand from the Administrative Agent or any Lender, shall pay the Administrative Agent that amount, from time to time, which is necessary so that there is no OverLoan outstanding.the unpaid balance of the Loan Account does not exceed the Borrowing Base. Such payments shall be applied first to Base Margin Loans and only then to Libor Loans (c) The Borrowers Agent shall endeavor to cause those application of payments (if any), pursuant to Sections 2-8(a) and 2-8(b) against Libor Loans then outstanding in such manner as results in the least cost to the Borrower, but shall not have any affirmative obligation to do so nor liability on account of the Agent's failure to have done so. In no event shall action or inaction taken by the Agent excuse the Borrower from any indemnification obligation under Section 2-8(e). (d) The Borrower shall repay the then entire unpaid balance of the Loan Account and all other Liabilities on the Termination Date. (d) The Administrative Agent shall endeavor to cause the application of payments (if any), pursuant to Sections 2.13(a) and 2.13(b) against Libor Loans then outstanding in such manner as results in the least cost to the Borrowers, but shall not have any affirmative obligation to do so nor liability on account of the Administrative Agent’s failure to have done so. In no event shall action or inaction taken by the Administrative Agent excuse any Borrower from any indemnification obligation under Section 2.13(e). (e) The Borrowers Borrower shall indemnify the Administrative Agent and each Lender and hold the Administrative Agent and each Lender harmless from and against any loss, cost or expense (including loss of anticipated profits and amounts payable by the Administrative Agent or such Lender on account of “breakage fees” (so-called)profits) which the Administrative Agent or such Lender may sustain or incur (including, without limitation, by virtue of acceleration after the occurrence of any Event of Default) as a consequence of the following: (i) Default by any the Borrower in payment of the principal amount of or any interest on any Libor Loan as and when due and payable, including any such loss or expense arising from interest or fees payable by such Lender to lenders of funds obtained by it in order to maintain its Libor Loans. (ii) Default by any the Borrower in making a borrowing or conversion after the Borrowers’ Representative Borrower has given (or is deemed to have given) a request for a Revolving Credit Loan or a request to convert a Revolving Credit Loan from one applicable interest rate to another. (iii) The making of any payment on a Libor Loan or the making of any conversion of any such Loan to a Base Margin Loan on a day that is not the last day of the applicable Interest Period with respect thereto, including interest or fees payable by such Lender to lenders of funds obtained by it in order to maintain any such Loans as "breakage fees" (so-called).

PAYMENT OF THE LOAN ACCOUNT. (a) The Borrowers may repay all or any portion of the principal balance of the Loan Account from time to time until the Termination Date. Unless the Borrowers’ Representative otherwise advises the Administrative Agent, such payments shall be applied first to Base Margin Loans and only then to Libor Loans. (b) The Borrowers, without notice or demand from the Administrative Agent or any Lender, Lender shall pay the Administrative Agent Lender that amount, from time to time, which is necessary so that there is no OverLoan outstanding. (c) The Borrowers shall repay the then entire unpaid balance of the Loan Account and all other Liabilities on the Termination Date. (d) The Administrative Agent Lender shall endeavor to cause the application of payments (if any), pursuant to Sections 2.13(a2.10(a) and 2.13(b2.10(b) against Libor LIBOR Loans then outstanding in such manner as results in the least cost to the Borrowers, but shall not have any affirmative obligation to do so nor liability on account of the Administrative AgentLender’s failure to have done so. In no event shall action or inaction taken by the Administrative Agent Lender excuse any Borrower from any indemnification obligation under Section 2.13(e2.10(e). (e) The Borrowers shall indemnify the Administrative Agent and each Lender and hold the Administrative Agent and each Lender harmless from and against any loss, cost or expense (including loss of anticipated profits and amounts payable by the Administrative Agent or such Lender on account of “breakage fees” (so-called)) which the Administrative Agent or such Lender may sustain or incur (including, without limitation, by virtue of acceleration after the occurrence of any Event of Default) as a consequence of the following: (i) Default by any Borrower in payment of the principal amount of or any interest on any Libor LIBOR Loan as and when due and payable, including any such loss or expense arising from interest or fees payable by such the Lender in order to maintain its Libor LIBOR Loans. (ii) Default by any Borrower in making a borrowing or conversion after the Borrowers’ Representative Lead Borrower has given (or is deemed to have given) a request for a Revolving Credit Loan or a request to convert a Revolving Credit Loan from one applicable interest rate to another. (iii) The making of any payment on a Libor LIBOR Loan or the making of any conversion of any such Loan to a Base Margin Prime Rate Loan on a day that is not the last day of the applicable Interest Period with respect thereto.

PAYMENT OF THE LOAN ACCOUNT. (ai) The Borrowers Borrower may repay all or any portion of the principal balance of the Loan Account from time to time until the Termination Date. Unless the Borrowers’ Representative otherwise advises the Administrative Agent, such Such payments shall be applied first to Base Margin Rate Loans and only then to Libor Eurodollar Loans. (bii) The BorrowersBorrower, without notice or demand from the Administrative Agent or any Lender, shall pay the Administrative Agent Lender that amount, from time to time, which is necessary so that there is no OverLoan outstandingthe unpaid balance of the Loan Account does not exceed Availability. Such payments shall be applied first to Base Rate Loans and only then to Eurodollar Loans. (ciii) Subject to the provisions of Section 7-5(c) hereof, the Lender shall endeavor to cause those applications of payments (if any), pursuant to Sections 2-9(a) and 2-9(b) against Eurodollar Loans then outstanding in such manner as results in the least cost to the Borrower, but shall not have any affirmative obligation to do so nor liability on account of the Lender’s failure to have done so. In no event shall action or inaction taken by the Lender excuse the Borrower from any indemnification obligation under Section 2-9(e). (iv) The Borrowers Borrower shall repay the then entire unpaid balance of the Loan Account and all other Liabilities on the Termination Date. (dv) The Administrative Agent shall endeavor to cause the application of payments (if any), pursuant to Sections 2.13(a) and 2.13(b) against Libor Loans then outstanding in such manner as results in the least cost to the Borrowers, but shall not have any affirmative obligation to do so nor liability on account of the Administrative Agent’s failure to have done so. In no event shall action or inaction taken by the Administrative Agent excuse any Borrower from any indemnification obligation under Section 2.13(e). (e) The Borrowers shall indemnify the Administrative Agent and each Lender and hold the Administrative Agent and each Lender harmless from and against any loss, cost or expense (including excluding loss of anticipated profits and amounts payable by the Administrative Agent or such Lender on account of “breakage fees” (so-called)profits) which the Administrative Agent or such Lender may sustain or incur (including, without limitation, by virtue of acceleration after the occurrence of any Event of Default) as a consequence of the following: (iA) Default by any the Borrower in payment of the principal amount of or any interest on any Libor Eurodollar Loan as and when due and payable, including any such loss or expense arising from interest or fees payable by such the Lender to lenders of funds obtained by it in order to maintain its Libor Eurodollar Loans. (iiB) Default by any the Borrower in making a borrowing or conversion after the Borrowers’ Representative Borrower has given (or is deemed to have given) a request for a Revolving Credit Loan or a request to convert a Revolving Credit Loan from one applicable interest rate to another. (iiiC) The making of any payment on a Libor Eurodollar Loan or the making of any conversion of any such Loan to a Base Margin Rate Loan on a day that is not the last day of the applicable Interest Period with respect thereto, including interest or fees payable by the Lender to lenders of funds obtained by it in order to maintain any such Loans as “breakage fees” (so-called).

PAYMENT OF THE LOAN ACCOUNT. (a) The Borrowers Borrower may repay all or any portion of the principal balance of the Loan Account from time to time until the Termination Date. Unless the Borrowers’ Representative otherwise advises the Administrative Agent, such payments shall be applied first to Base Margin Loans and only then to Libor Loans. (b) The BorrowersBorrower, without notice or demand from the Administrative Agent or any Lender, shall pay the Administrative Agent Lender that amount, from time to time, which is necessary so that there is no OverLoan Overloan outstanding. (c) The Borrowers Borrower shall repay the then entire unpaid balance of the Loan Account and all other Liabilities on the Termination Date. (d) The Administrative Agent Lender shall endeavor to cause the application of payments (if any), pursuant to Sections 2.13(a2:2-9(a) and 2.13(b2:2-9(b) against Libor Loans then outstanding in such manner as results in the least cost to the BorrowersBorrower, but shall not have any affirmative obligation to do so nor liability on account of the Administrative Agent’s Lender's failure to have done so. In no event shall action or inaction taken by the Administrative Agent Lender excuse any the Borrower from any indemnification obligation under Section 2.13(e2:2-9(e). (e) The Borrowers Borrower shall indemnify the Administrative Agent and each Lender and hold the Administrative Agent and each Lender harmless from and against any loss, cost or expense (including loss of anticipated profits and amounts payable by the Administrative Agent or such Lender on account of “"breakage fees” " (so-called)) which the Administrative Agent or such Lender may sustain or incur (including, without limitation, by virtue of acceleration after the occurrence of any Event of Default) as a consequence of the following: (i) Default by any the Borrower in payment of the principal amount of or any interest on any Libor Loan as and when due and payable, including any such loss or expense arising from interest or fees payable by such the Lender in order to maintain its Libor Loans. (ii) Default by any the Borrower in making a borrowing or conversion after the Borrowers’ Representative Borrower has given (or is deemed to have given) a request for a Revolving Credit Loan or a request to convert a Revolving Credit Loan from one applicable interest rate to another. (iii) The making of any payment on a Libor Loan or the making of any conversion of any such Libor Loan to a Base Margin Loan on a day that is not the last day of the applicable Interest Period with respect thereto.

PAYMENT OF THE LOAN ACCOUNT. (a) The Borrowers may repay all or any portion of the principal balance of the Loan Account from time to time until the Termination Date. Unless the Borrowers’ Representative otherwise advises the Administrative Agent, such Such payments shall be applied first to Base Margin Loans and only then to Libor Eurodollar Loans. (b) The Borrowers, without upon notice or demand from the Administrative Agent or any Lender, shall pay the Administrative Agent that amount, from time to time, which is necessary so that there is no OverLoan outstanding. (c) The Borrowers shall repay the then entire unpaid balance of the Loan Account does not exceed the Borrowing Base. Such payments shall be applied first to Base Margin Loans and all other Liabilities on the Termination Dateonly then to Eurodollar Loans. (dc) The Administrative Unless otherwise instructed by the Lead Borrower, the Agent shall endeavor to cause the those application of payments (if any), pursuant to Sections 2.13(a2.9(a) and 2.13(b2.9(b) against Libor Eurodollar Loans then outstanding in such manner as results in the least cost to the Borrowers, but shall not have any affirmative obligation to do so nor any liability on account of the Administrative Agent’s its failure to have done do so. The Lead Borrower may request the Agent to defer the application of a payment to a Eurodollar Loan until the end of the applicable Eurodollar Interest Period and to hold the funds allocated for such payment as interim cash collateral. In no event shall action or inaction taken by the Administrative Agent excuse any Borrower the Borrowers from any indemnification obligation under Section 2.13(e)2.9(e) unless such action or inaction resulted from the Agent's gross negligence or willful misconduct. (d) The Borrowers shall repay the then entire unpaid balance of the Loan Account and all other Liabilities on the Termination Date. (e) The Upon the written request of the Agent, the Borrowers shall indemnify the Administrative Agent and each Lender and hold the Administrative Agent and each Lender harmless from and against any loss, cost or expense (including loss of anticipated profits and amounts payable by the Administrative Agent or such Lender on account of “breakage fees” (so-called)profits) which the Administrative Agent or such Lender may sustain or incur (including, without limitation, by virtue of acceleration after the occurrence of any Event of Default) as a consequence of the following: : (i) Default by any Borrower the Borrowers in payment of the principal amount of or any interest on any Libor Eurodollar Loan as and when due and payable, including any such loss or expense arising from interest or fees payable by such Lender to lenders of funds obtained by it in order to maintain its Libor Eurodollar Loans. (ii) Default by any Borrower in making a borrowing or conversion after the Borrowers’ Representative has given (or is deemed to have given) a request for a Loan or a request to convert a Loan from one applicable interest rate to another. (iii) The making of any payment on a Libor Loan or the making of any conversion of any such Loan to a Base Margin Loan on a day that is not the last day of the applicable Interest Period with respect thereto.

PAYMENT OF THE LOAN ACCOUNT. (a) The Borrowers Borrower may repay all or any portion of the principal balance of the Loan Account from time to time until the Termination Date. Unless the Borrowers’ Representative otherwise advises the Administrative Agent, such payments shall be applied first to Base Margin Loans and only then to Libor Loans. (b) The BorrowersBorrower, without notice or demand from the Administrative Agent or any Lender, shall pay the Administrative Agent Lender that amount, from time to time, which is necessary so that there is no OverLoan outstanding. (c) The Borrowers Borrower shall repay the then entire unpaid balance of the Loan Account and all other Liabilities on the Termination Date. (d) The Administrative Agent Lender shall endeavor to cause the application of payments (if any), pursuant to Sections 2.13(a) and 2.13(b2.11(a)and 2.11(b) against Libor Loans then outstanding in such manner as results in the least cost to the BorrowersBorrower, but shall not have any affirmative obligation to do so nor liability on account of the Administrative Agent’s Lender's failure to have done so. In no event shall action or inaction taken by the Administrative Agent Lender excuse any the Borrower from any indemnification obligation under Section 2.13(e2.10(e). (e) The Borrowers Borrower shall indemnify the Administrative Agent and each Lender and hold the Administrative Agent and each Lender harmless from and against any loss, cost or expense (including loss of anticipated profits and amounts payable by the Administrative Agent Lender or such the Lender on account of “"breakage fees” " (so-called)) which the Administrative Agent Lender or such the Lender may sustain or incur (including, without limitation, by virtue of acceleration after the occurrence of any Event of Default) as a consequence of the following: (i) Default by any the Borrower in payment of the principal amount of or any interest on any Libor Loan as and when due and payable, including any such loss or expense arising from interest or fees payable by such the Lender in order to maintain its Libor Loans. (ii) Default by any the Borrower in making a borrowing or conversion after the Borrowers’ Representative Borrower has given (or is deemed to have given) a request for a Revolving Credit Loan or a request to convert a Revolving Credit Loan from one applicable interest rate to another. (iii) The making of any payment on a Libor Loan or the making of any conversion of any such Loan to a Base Prime Margin Loan on a day that is not the last day of the applicable Interest Period with respect thereto.

PAYMENT OF THE LOAN ACCOUNT. (a) The Borrowers may repay all or any portion of the principal balance of the Loan Account from time to time until the Termination Date. Unless the Borrowers’ Representative otherwise advises the Administrative Agent, such Such payments shall be applied first to Base Margin Loans and (subject to Section 2-10(e)) only then to Libor LIBOR Loans. (b) The Borrowers, without notice or demand from the Administrative Agent or any Lender, shall pay the Administrative Agent that amount, from time to time, which is necessary so that there is no OverLoan outstandingthe unpaid balance of the Loan Account does not exceed the Borrowing Base or the unpaid balance of the CAN Debt does not exceed the CAN Borrowing Base (provided that the CAN Borrower shall be indebted only for the CAN Debt). Such payments shall be applied first to Base Margin Loans and (subject to Section 2-10(e)) only then to LIBOR Loans. (c) The Borrowers, without notice or demand from the Agent or any Lender, shall repay the principal balance of the Loan Account in an amount equal to the proceeds received from the Eligible Tax Refund and any other Collateral, all in accordance with the provisions of this Agreement, provided that, any Collateral granted by the CAN Borrower shall be applied only to the CAN Debt. (d) The Borrowers shall repay the then entire unpaid balance of the Loan Account and all other Liabilities on the Termination Date. Date (d) The Administrative Agent provided that the CAN Borrower shall endeavor to cause be indebted only for the application of payments (if any), pursuant to Sections 2.13(a) and 2.13(b) against Libor Loans then outstanding in such manner as results in the least cost to the Borrowers, but shall not have any affirmative obligation to do so nor liability on account of the Administrative Agent’s failure to have done so. In no event shall action or inaction taken by the Administrative Agent excuse any Borrower from any indemnification obligation under Section 2.13(eCAN Debt). (e) The Upon the written request of any Lender, the Borrowers shall shall, jointly and severally, indemnify the Administrative Agent and each Lender and hold the Administrative Agent and each Lender harmless from and against any reasonable loss, cost or expense (including loss of anticipated profits and amounts payable by the Administrative Agent or such Lender on account of “breakage fees” (so-called)profits) which the Administrative Agent or such Lender may sustain or incur (including, without limitation, by virtue of acceleration after the occurrence of any Event of Default) as a consequence of the following:of (i) Default default by any Borrower the Borrowers in payment of the principal amount of or any interest on any Libor Loan LIBOR Loans as and when due and payable, including any such loss or expense arising from interest or fees payable by such Lender to lenders of funds obtained by it in order to maintain its Libor LIBOR Loans.; (ii) Default default by any Borrower the Borrowers in making a borrowing or conversion after the Borrowers’ Representative Borrower has given (or is deemed to have given) a request for a LIBOR Loan or a request to convert a Revolving Credit Loan from one applicable interest rate to another.; or (iii) The the making of any payment on of a Libor LIBOR Loan or the making of any conversion of any such Loan to a Base Margin Loan on a day that is not the last day of the applicable Interest Period with respect thereto, including interest or fees payable by such Lender to lenders of funds obtained by it in order to maintain any such Loans as "breakage fees" (so-called); (provided that the CAN Borrower shall be indebted only for the CAN Debt).