Common use of The Working Capital Advances Clause in Contracts

The Working Capital Advances. (i) Effective as of the Fourth Closing Date, all Acquisition Advances and Acquisition B Advances (each as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement and all but $130,000,000 of the Term Loan Advances (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement (the aggregate amount of all such Advances less the aggregate amount of Advances prepaid pursuant to Section 2.06(b)(ii)(B) being the "Outstanding Amount") shall automatically be converted into Working Capital Advances hereunder and paid in full as hereinafter set forth. In connection therewith, on the Fourth Closing Date, each Working Capital Lender shall, in accordance with Section 2.02(a), make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent's Account, in same day funds, such Lender's Pro Rata Share of the Outstanding Amount. Promptly upon the Administrative Agent's receipt of the funds 47 41 referred to in the immediately preceding sentence, the Administrative Agent shall cause to be distributed like funds to prepay the Acquisition Lenders, the Acquisition B Lenders and the Term Lenders (each as defined in the Existing Credit Agreement) in such amounts as may be necessary such that after giving effect thereto, the Working Capital Advances that were, prior to conversion in accordance with the first sentence of this Section 2.01(d)(i), Acquisition Advances, Acquisition B Advances and Term Loan Advances shall have been paid in full. The Borrower shall, on the Fourth Closing Date, pay any amounts owing pursuant to Section 8.04(c) as a result of such prepayment. (ii) Each Working Capital Lender severally agrees, on the terms and conditions hereinafter set forth, to make advances (each a "Working Capital Advance") to the Borrower from time to time on any Business Day during the period from the First Closing Date until the Termination Date in an amount for each such Advance not to exceed such Lender's Unused Working Capital Commitment at such time (subject, however, to the terms of Section 2.01(f)). Each Working Capital Borrowing shall be in an aggregate amount of $1,000,000 or an integral multiple of $500,000 in excess thereof and shall consist of Working Capital Advances made simultaneously by the Working Capital Lenders ratably according to their Working Capital Commitments. Within the limits of each Working Capital Lender's Unused Working Capital Commitment in effect from time to time, the Borrower may borrow under this Section 2.01(d)(ii), prepay pursuant to Section 2.06(a) and reborrow under this Section 2.01(d)(ii).

The Working Capital Advances. (i) Effective as of the Fourth Closing Date, all Acquisition Advances and Acquisition B Advances (each as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement and all but $130,000,000 of the Term Loan Advances (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement (the aggregate amount of all such Advances less the aggregate amount of Advances prepaid pursuant to Section 2.06(b)(ii)(B) being the "Outstanding Amount") shall automatically be converted into Working Capital Advances hereunder and paid in full as hereinafter set forth. In connection therewith, on the Fourth Closing Effective Date, each Existing Lender hereby sells and assigns all of its rights in and to, and all of its obligations under, each Existing Advance owing to it and the Existing Working Capital Lender shallCommitment held by it, in accordance with Section 2.02(a)the amounts of which are set forth opposite its name on Schedule 9.12 hereto, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent's AccountLenders and each Lender hereby purchases and assumes, in same day funds, based on such Lender's Pro Rata Share of the Outstanding Amount. Promptly upon the Administrative Agent's receipt Working Capital Facility, all of the funds 47 41 referred to Existing Lenders' rights in the immediately preceding sentenceand to, and obligations under, the Administrative Agent shall cause to be distributed like funds to prepay the Acquisition Lenders, the Acquisition B Lenders Existing Advances and the Term Lenders (each as defined in the Existing Credit Agreement) in such amounts as may be necessary such that after giving effect thereto, the Working Capital Advances that were, prior to conversion in accordance with the first sentence of this Section 2.01(d)(i), Acquisition Advances, Acquisition B Advances and Term Loan Advances shall have been paid in full. The Borrower shall, on the Fourth Closing Date, pay any amounts owing pursuant to Section 8.04(c) as a result of such prepaymentCommitments. (ii) Each Working Capital Lender severally agrees, on the terms and conditions hereinafter set forth, to make advances (each a "Working Capital Advance") to the Borrower from time to time on any Business Day during the period from the First Closing Effective Date until the Termination Date in an amount for each such Advance not to exceed such Lender's Unused Working Capital Commitment at on such time (subject, however, to the terms of Section 2.01(f))Business Day. Each Working Capital Borrowing shall be in an aggregate amount of $1,000,000 5,000,000 or an integral multiple of $500,000 1,000,000 in excess thereof and shall consist of Working Capital Advances made simultaneously by the Working Capital Lenders ratably according to their Working Capital Commitments. Within the limits of each Working Capital Lender's Unused Working Capital Commitment in effect from time to time, the Borrower may borrow under this Section 2.01(d)(ii2.01(a), prepay pursuant to Section 2.06(a2.05(a) and reborrow under this Section 2.01(d)(ii2.01(a).

The Working Capital Advances. (i) Effective as of the Fourth ---------------------------- Closing Date, all Acquisition Advances and Acquisition B Advances (each as defined in the Existing Second Amended and Restated Credit Agreement) outstanding under the Existing Second Amended and Restated Credit Agreement and all but $130,000,000 of the Term Loan Advances (as defined in the Existing Second Amended and Restated Credit Agreement) outstanding under the Existing Second Amended and Restated Credit Agreement (the aggregate amount of all such Advances less the aggregate amount of Advances ---- prepaid pursuant to Section 2.06(b)(ii)(B) being the "Outstanding Amount") shall automatically be were ------------------ converted into Working Capital Advances hereunder and paid in full as hereinafter set forth. In connection therewith, on the Fourth Closing Date, each Working Capital Lender shallmade available, in accordance with Section 2.02(a), make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent's Account, in same day funds, such Lender's Pro Rata Share of the Outstanding Amount. Promptly upon the Administrative Agent's receipt of the funds 47 41 referred to in the immediately preceding sentence, the Administrative Agent shall cause caused to be distributed like funds to prepay the Acquisition Lenders, the Acquisition B Lenders and the Term Lenders (each as defined in the Existing Second Amended and Restated Credit Agreement) in such amounts as may be was necessary such that after giving effect thereto, the Working Capital Advances that were, prior to conversion in accordance with the first sentence of this Section 2.01(d)(i), Acquisition Advances, Acquisition B Advances and Term Loan Advances shall have had been paid in full. The Borrower shallBorrower, on the Fourth Closing Date, pay paid any amounts owing pursuant to Section 8.04(c) as a result of such prepayment. (ii) Each Working Capital Lender severally agrees, on the terms and conditions hereinafter set forth, to make advances (each a "Working Capital --------------- Advance") to the Borrower from time to time on any Business Day during the ------- period from the First Closing Date until the Termination Date in an amount for each such Advance not to exceed such Lender's Unused Working Capital Commitment at such time (subject, however, to the terms of Section 2.01(f)). Each Working Capital Borrowing shall be in an aggregate amount of $1,000,000 or an integral multiple of $500,000 in excess thereof and shall consist of Working Capital Advances made simultaneously by the Working Capital Lenders ratably according to their Working Capital Commitments. Within the limits of each Working Capital Lender's Unused Working Capital Commitment in effect from time to time, the Borrower may borrow under this Section 2.01(d)(ii), prepay pursuant to Section 2.06(a) and reborrow under this Section 2.01(d)(ii).

The Working Capital Advances. (i) Effective as of the Fourth Closing Date, all Acquisition Advances and Acquisition B Advances (each as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement and all but $130,000,000 of the Term Loan Advances (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement (the aggregate amount of all such Advances less the aggregate amount of Advances prepaid pursuant to Section 2.06(b)(ii)(B) being the "Outstanding Amount") shall automatically be converted into Working Capital Advances hereunder and paid in full as hereinafter set forth. In connection therewith, on the Fourth Closing Date, each Working Capital Lender shall, in accordance with Section 2.02(a), make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent's Account, in same day funds, such Lender's Pro Rata Share of the Outstanding Amount. Promptly upon the Administrative Agent's receipt of the funds 47 41 referred to in the immediately preceding sentence, the Administrative Agent shall cause to be distributed like funds to prepay the Acquisition Lenders, the Acquisition B Lenders and the Term Lenders (each as defined in the Existing Credit Agreement) in such amounts as may be necessary such that after giving effect thereto, the Working Capital Advances that were, prior to conversion in accordance with the first sentence of this Section 2.01(d)(i), Acquisition Advances, Acquisition B Advances and Term Loan Advances shall have been paid in full. The Borrower shall, on the Fourth Closing Date, pay any amounts owing pursuant to Section 8.04(c) as a result of such prepayment. (ii) Each Working Capital Lender severally agrees, on the terms and conditions hereinafter set forth, to make advances (each a "Working Capital AdvanceWORKING CAPITAL ADVANCE") to the either Borrower from time to time on any Business Day during the period from the First Closing Effective Date until the Termination Date in an amount for each such Advance not to exceed (i) in the case of the Parent Borrower, the lesser of (x) such Lender's Unused Working Capital Commitment at such time and (subjecty) such Lender's Pro Rata Share of the Loan Value of the applicable Eligible Collateral at such time, howeverand (ii) in the case of the Sub Borrower, the lesser of (x) such Lender's Unused Working Capital Commitment at such time and (y) such Lender's Pro Rata Share of the Loan Value of the applicable Eligible Collateral at such time; PROVIDED, HOWEVER, that notwithstanding the foregoing, no Advances shall be made hereunder until the condition set forth in Section 5.01(q)(vii) shall have been satisfied in a manner reasonably acceptable to the terms of Section 2.01(f))Administrative Agent. Each Working Capital Borrowing shall be in an aggregate amount of $1,000,000 or an integral multiple of $500,000 100,000 in excess thereof and shall consist of Working Capital Advances made simultaneously by the Working Capital Lenders ratably according to their Working Capital Commitments. Within the limits of each Working Capital Lender's Unused Working Capital Commitment in effect from time to time, the Borrower Borrowers may borrow under this Section 2.01(d)(ii2.01(a), prepay pursuant to Section 2.06(a) and reborrow under this Section 2.01(d)(ii2.01(a).

The Working Capital Advances. (i) Effective as of the Fourth Closing Date, all Acquisition Advances and Acquisition B Advances (each as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement and all but $130,000,000 of the Term Loan Advances (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement (the aggregate amount of all such Advances less the aggregate amount of Advances prepaid pursuant to Section 2.06(b)(ii)(B) being the "Outstanding Amount") shall automatically be converted into Working Capital Advances hereunder and paid in full as hereinafter set forth. In connection therewith, on the Fourth Closing Date, each Working Capital Lender shall, in accordance with Section 2.02(a), make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent's Account, in same day funds, such Lender's Pro Rata Share of the Outstanding Amount. Promptly upon the Administrative Agent's receipt of the funds 47 41 referred to in the immediately preceding sentence, the Administrative Agent shall cause to be distributed like funds to prepay the Acquisition Lenders, the Acquisition B Lenders and the Term Lenders (each as defined in the Existing Credit Agreement) in such amounts as may be necessary such that after giving effect thereto, the Working Capital Advances that were, prior to conversion in accordance with the first sentence of this Section 2.01(d)(i), Acquisition Advances, Acquisition B Advances and Term Loan Advances shall have been paid in full. The Borrower shall, on the Fourth Closing Date, pay any amounts owing pursuant to Section 8.04(c) as a result of such prepayment. (ii) Each Working Capital Lender severally agrees, on the terms and conditions hereinafter set forth, to make advances (each a "Working Capital Advance") to the Borrower from time to time on any Business Day during the period from the First Closing Date until the Termination Date in an amount for each such Advance not to exceed such Lender's Unused Working Capital Commitment at such time (subject, however, to the terms of Section 2.01(f)). Each Working Capital Borrowing shall be in an aggregate amount of $1,000,000 or an integral multiple of $500,000 in excess thereof and shall consist of Working Capital Advances made simultaneously by the Working Capital Lenders ratably according to their Working Capital Commitments. Within the limits of each Working Capital Lender's Unused Working Capital Commitment in effect from time to time, the Borrower may borrow under this Section 2.01(d)(ii), prepay pursuant to Section 2.06(a) and reborrow under this Section 2.01(d)(ii).

The Working Capital Advances. (i) Effective as of Each Working Capital Lender severally agrees, on the Fourth Closing Dateterms and conditions hereinafter set forth, all Acquisition to purchase and assume on the Third Restatement Date an undivided interest in the Working Capital Advances and Acquisition B Advances Working Capital Commitments (each as such terms are defined in the Existing Credit Agreement) outstanding of the Existing Lenders under the Existing Credit Agreement as set forth on Schedule I to the Assignment Agreement in an amount equal to such Restatement Lender's ratable share thereof as set forth in such Schedule I. Such purchase shall be made by such payment, on such notice, and all but $130,000,000 of otherwise on such terms, as are provided under this Agreement and the Term Loan Advances (Assignment Agreement as defined in though such purchase were a Borrowing hereunder. The "Working Capital Advances" under the Existing Credit Agreement) outstanding under the Existing Credit Agreement (the aggregate amount of , together with all accrued interest and fees on each such Advances less the aggregate amount of Advances prepaid pursuant to Section 2.06(b)(ii)(B) being the "Outstanding AmountAdvance") , so purchased shall automatically be converted into redesignated Working Capital Advances hereunder and paid in full as hereinafter set forthhereunder. In connection therewith, on furtherance of the Fourth Closing Dateforegoing, each Working Capital Restatement Lender shall, in accordance with Section 2.02(a), make available for the account of its Applicable Lending Office to hereby authorizes and directs the Administrative Agent at to accept the Administrative Agent's Account, in same day funds, Assignment Agreement on behalf of such Restatement Lender's Pro Rata Share of . In addition to the Outstanding Amount. Promptly upon the Administrative Agent's receipt of the funds 47 41 referred to in the immediately preceding sentence, the Administrative Agent shall cause to be distributed like funds to prepay the Acquisition Lenders, the Acquisition B Lenders and the Term Lenders (each as defined in the Existing Credit Agreement) in such amounts as may be necessary such that after giving effect thereto, the "Working Capital Advances that were, prior Advances" purchased by the Restatement Lenders pursuant to conversion in accordance with the first sentence of this Section 2.01(d)(i2.01(c), Acquisition Advances, Acquisition B Advances and Term Loan Advances shall have been paid in full. The Borrower shall, on the Fourth Closing Date, pay any amounts owing pursuant to Section 8.04(c) as a result of such prepayment. (ii) Each each Working Capital Lender severally agrees, on the terms and conditions hereinafter set forth, to make advances (each each, a "Working Capital Advance") to the Borrower from time to time on any Business Day during the period from the First Closing Third Restatement Date until the Termination Date in an amount for each such Advance not to exceed such Lender's Unused Working Capital Commitment at on such time (subject, however, to the terms of Section 2.01(f))Business Day. Each Working Capital Borrowing shall be in an aggregate amount of $1,000,000 2,000,000 or an integral multiple of $500,000 100,000 in excess thereof and shall consist of Working Capital Advances made simultaneously by the Working Capital Lenders ratably according to their Working Capital Commitments. Within the limits of each Working Capital Lender's Unused Working Capital Commitment in effect from time to time, the Borrower may borrow under this Section 2.01(d)(ii2.01(c), prepay pursuant to Section 2.06(a) and reborrow under this Section 2.01(d)(ii2.01(c).

The Working Capital Advances. (i) Effective as of the Fourth Closing Date, all Acquisition Advances and Acquisition B Advances (each as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement and all but $130,000,000 of the Term Loan Advances (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement (the aggregate amount of all such Advances less the aggregate amount of Advances prepaid pursuant to Section 2.06(b)(ii)(B) being the "Outstanding Amount") shall automatically be converted into Working Capital Advances hereunder and paid in full as hereinafter set forth. In connection therewith, on the Fourth Closing Date, each Working Capital Lender shall, in accordance with Section 2.02(a), make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent's Account, in same day funds, such Lender's Pro Rata Share of the Outstanding Amount. Promptly upon the Administrative Agent's receipt of the funds 47 41 referred to in the immediately preceding sentence, the Administrative Agent shall cause to be distributed like funds to prepay the Acquisition Lenders, the Acquisition B Lenders and the Term Lenders (each as defined in the Existing Credit Agreement) in such amounts as may be necessary such that after giving effect thereto, the Working Capital Advances that were, prior to conversion in accordance with the first sentence of this Section 2.01(d)(i), Acquisition Advances, Acquisition B Advances and Term Loan Advances shall have been paid in full. The Borrower shall, on the Fourth Closing Date, pay any amounts owing pursuant to Section 8.04(c) as a result of such prepayment. (ii) Each Working Capital Lender severally agrees, on the terms and conditions hereinafter set forth, to make advances (each a "Working Capital AdvanceWORKING CAPITAL ADVANCE") to the either Borrower from time to time on any Business Day during the period from the First Closing Effective Date until the Termination Date in an amount for each such Advance not to exceed (i) in the case of the Parent Borrower, the lesser of (x) such Lender's Unused Working Capital Commitment at such time and (subjecty) such Lender's Pro Rata Share of the Loan Value of the applicable Eligible Collateral at such time, howeverand (ii) in the case of the Sub Borrower, to the terms lesser of Section 2.01(f))(x) such Lender's Unused Working Capital Commitment at such time and (y) such Lender's Pro Rata Share of the Loan Value of the applicable Eligible Collateral at such time. Each Working Capital Borrowing shall be in an aggregate amount of $1,000,000 500,000 or an integral multiple of $500,000 100,000 in excess thereof and shall consist of Working Capital Advances made simultaneously by the Working Capital Lenders ratably according to their Working Capital Commitments. Within the limits of each Working Capital Lender's Unused Working Capital Commitment in effect from time to time, the Borrower Borrowers may borrow under this Section 2.01(d)(ii2.01(a), prepay pursuant to Section 2.06(a2.06(a)(i) and reborrow under this Section 2.01(d)(ii2.01(a). Notwithstanding the foregoing, no Working Capital Lender shall be obligated to make a Working Capital Advance and no Working Capital Advance shall be made if the sum of all Working Capital Advances to be made by all Lenders as part of such Borrowing PLUS the aggregate principal amount of the Advances outstanding at such time PLUS the aggregate Available Amount of all Letters of Credit outstanding at such time would exceed the maximum amount of Indebtedness (as such term is defined in the Senior Notes Indenture) permitted to be incurred under clause (i) of the second paragraph of Section 4.03(a) of the Senior Notes Indenture.