Common use of Manner of Borrowing and Payment Clause in Contracts

Manner of Borrowing and Payment. (a) Each Revolving Credit Borrowing shall be advanced according to the applicable Pro Rata Percentages of the Revolving Credit Lenders. (b) Each payment (including each prepayment) by a Borrower on account of the principal of and interest on the Revolving Loans shall be applied to the Revolving Loans of such Borrower according to the applicable Pro Rata Percentages of the Revolving Credit Lenders. Except as expressly provided herein, all payments (including prepayments) to be made by the Borrowers on account of principal, interest and fees shall be made without set off or counterclaim and shall be made to the Administrative Agent on behalf of the Lenders to the Payment Office, in each case on or prior to 1:00 P.M., New York time, in Dollars and in immediately available funds. (i) Notwithstanding anything to the contrary contained in Sections 2.03 or 2.05 (a) and (b) hereof, commencing with the first Business Day following the Restatement Effective Date, each Revolving Loan shall be advanced by the Administrative Agent and each payment by the Borrowers on account of Revolving Loans shall be applied first to those Revolving Loans advanced by the Administrative Agent. On or before 1:00 P.M., New York time, on each Settlement Date commencing with the first Settlement Date following the Restatement Effective Date, the Administrative Agent and Lenders shall make certain payments as follows: (I) if the aggregate amount of new Revolving Loans made by the Administrative Agent during the preceding Week (if any) exceeds the aggregate amount of repayments applied to outstanding Revolving Loans during such preceding Week, then each Lender shall provide the Administrative Agent with immediately available funds in an amount equal to its applicable Pro Rata Percentage of the difference between (w) such Revolving Loans and (x) such repayments and (II) if the aggregate amount of repayments applied to outstanding Revolving Loans during such Week exceeds the aggregate amount of new Revolving Credit Loans made during such Week, then the Administrative Agent shall provide each Lender with immediately available funds in an amount equal to its applicable Pro Rata Percentage of the difference between (y) such repayments and (z) such Revolving Loans. (ii) Each Lender shall be entitled to earn interest at the rate applicable to the rate on the outstanding Revolving Loans which it has funded. (iii) Promptly following each Settlement Date, the Administrative Agent shall submit to each Lender a certificate with respect to payments received and Revolving Loans made during the Week immediately preceding such Settlement Date. Such certificate of the Administrative Agent shall be conclusive in the absence of manifest error. (d) Unless the Administrative Agent shall have been notified by telephone, confirmed in writing, by any Lender that such Lender will not make the amount which would constitute its applicable Pro Rata Percentage of the Revolving Loans available to the Administrative Agent, the Administrative Agent may (but shall not be obligated to) assume that such Lender shall make such amount available to the Administrative Agent on the next Settlement Date and, in reliance upon such assumption, make available to the Borrowers a corresponding amount. The Administrative Agent will promptly notify the Borrowing Agent of its receipt of any such notice from a Lender. If such amount is made available to the Administrative Agent on a date after such next Settlement Date, such Lender shall pay to the Administrative Agent on demand an amount equal to the product of (i) the daily average Federal Funds Rate (computed on the basis of a year of 360 days) during such period as quoted by the Administrative Agent, times (ii) such amount, times (iii) the number of days from and including such Settlement Date to the date on which such amount becomes immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this paragraph shall be conclusive, in the absence of manifest error. If such amount is not in fact made available to the Administrative Agent by such Lender within three (3) Business Days after such Settlement Date, the Administrative Agent shall be entitled to recover such an amount, with interest thereon at the rate per annum then applicable to such Revolving Loans hereunder, on demand from the applicable Borrower; provided, however, that the Administrative Agent's right to such recovery shall not prejudice or otherwise adversely affect the Borrower's rights (if any) against such Lender.

Manner of Borrowing and Payment. (a) Each borrowing of Revolving Credit Borrowing Advances shall be advanced according to the applicable Pro Rata Commitment Percentages of the Revolving Credit Lenders. (b) Each payment (including each prepayment) by a Borrower on account of the principal of and interest on the Revolving Loans Advances, shall be applied to the Revolving Loans of such Borrower Advances pro rata according to the applicable Pro Rata Commitment Percentages of the Revolving Credit Lenders. Except as expressly provided herein, all payments (including prepayments) to be made by the Borrowers Borrower on account of principal, interest and fees shall be made without set off or counterclaim and shall be made to the Administrative Agent on behalf of the Lenders to the Payment Office, in each case on or prior to 1:00 P.M., 2:00 p.m. (New York City time), in Dollars and in immediately available funds. Payments (including prepayments) by Borrower shall be applied first to Domestic Rate Loans and then to Eurodollar Rate Loans in such order as to eliminate or minimize breakage costs to be paid by Borrower to Lenders pursuant to Section 2.2(g). (i) Notwithstanding anything to the contrary contained in Sections 2.03 or 2.05 (a2.13(a) and (b) hereof2.13(b), commencing with the first Business Day following the Restatement Effective Closing Date, each Revolving Loan borrowing of Advances shall be advanced by the Administrative Agent and each payment by the Borrowers Loan Parties on account of Revolving Loans Advances shall be applied first to those Revolving Loans Advances advanced by the Administrative Agent. On or before 1:00 P.M., 2:00 p.m. (New York City time, ) on each Settlement Date commencing with the first Settlement Date following the Restatement Effective Closing Date, the Administrative Agent and Lenders shall make certain payments as follows: (I) if the aggregate amount of new Revolving Loans Advances made by the Administrative Agent during the preceding Week (if any) exceeds the aggregate amount of repayments applied to outstanding Revolving Loans Advances during such preceding Week, then each Lender shall provide the Administrative Agent with immediately available funds in an amount equal to its applicable Pro Rata Commitment Percentage of the difference between (w) such Revolving Loans Advances and (x) such repayments and (II) if the aggregate amount of repayments applied to outstanding Revolving Loans Advances during such Week exceeds the aggregate amount of new Revolving Credit Loans Advances made during such Week, then the Administrative Agent shall provide each Lender with immediately available funds in an amount equal to its applicable Pro Rata Commitment Percentage of the difference between (y) such repayments and (z) such Revolving LoansAdvances. (ii) Each Lender Leader shall be entitled to earn interest at the rate applicable to the rate Revolving Interest Rate on the outstanding Revolving Loans Advances which it has funded. (iii) Promptly following each Settlement Date, the Administrative Agent shall submit to each Lender a certificate with respect to payments received and Revolving Loans Advances made during the Week immediately preceding such Settlement Date. Such certificate of the Administrative Agent shall be conclusive in the absence of manifest error. (d) If any Lender or Participant (a “benefited Lender”) shall at any time receive any payment of all or part of its Advances, or interest thereon, or receive any Collateral in respect thereof (whether voluntarily or involuntarily or by set-off) in a greater proportion than any such payment to and Collateral received by any other Lender, if any, in respect of such other Lender’s Advances, or interest thereon, and such greater proportionate payment or receipt of Collateral is not expressly permitted hereunder, such benefited Lender shall purchase for cash from the other Lenders a participation in such portion of each such other Lender’s Advances, or shall provide such other Lender with the benefits of any such Collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such Collateral or proceeds ratably with each of Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Each Lender so purchasing a portion of another Leader’s Advances may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion. (e) Unless the Administrative Agent shall have been notified by telephone, confirmed in writing, by any Lender that such Lender will not make the amount which would constitute its applicable Pro Rata Commitment Percentage of the Revolving Loans Advances available to the Administrative Agent, the Administrative Agent may (but shall not be obligated to) assume that such Lender shall make such amount available to the Administrative Agent on the next Settlement Date and, in reliance upon such assumption, make available to the Borrowers Borrower a corresponding amount. The Administrative Agent will promptly notify the Borrowing Agent Borrower of its receipt of any such notice from a Lender. If such amount is made available to the Administrative Agent on a date after such next Settlement Date, such Lender shall pay to the Administrative Agent on demand an amount equal to the product of (i) the daily average Federal Funds Rate (computed on the basis of a year of 360 days) during such period as quoted by the Administrative Agent, times (ii) such amount, times (iii) the number of days from and including such Settlement Date to the date on which such amount becomes immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this paragraph (e) shall be conclusive, in the absence of manifest error. If such amount is not in fact made available to the Administrative Agent by such Lender within three (3) Business Days after such Settlement Date, the Administrative Agent shall be entitled to recover such an amount, with interest thereon at the rate per annum then applicable to such Revolving Loans Advances hereunder, on demand from the applicable Borrower; , provided, however, that the Administrative Agent's ’s right to such recovery shall not prejudice or otherwise adversely affect the Borrower's ’s rights (if any) against such Lender.

Manner of Borrowing and Payment. (a) Each borrowing of Revolving Credit Borrowing Advances shall be advanced according to the applicable Pro Rata Commitment Percentages of Lenders. The Term Loan shall be advanced according to the Revolving Credit Commitment Percentages of Lenders. (b) Each payment (including each prepayment) by a any Borrower on account of the principal of and interest on the Revolving Loans Advances, shall be applied to the Revolving Loans of such Borrower Advances pro rata according to the applicable Pro Rata Commitment Percentages of Lenders. Each payment (including each prepayment) by any Borrower on account of the Revolving Credit principal of and interest on the Term Note, shall be made from or to, or applied to that portion of the Term Loan evidenced by the Term Note pro rata according to the Commitment Percentages of Lenders. Except as expressly provided herein, all payments (including prepayments) to be made by the Borrowers any Borrower on account of principal, interest and fees shall be made without set off or counterclaim and shall be made to the Administrative Agent on behalf of the Lenders to the Payment Office, in each case on or prior to 1:00 P.M., New York time, in Dollars and in immediately available funds. (i) Notwithstanding anything to the contrary contained in Sections 2.03 or 2.05 (a2.20(a) and (b) hereof, commencing with the first Business Day following the Restatement Effective Closing Date, each borrowing of Revolving Loan Advances shall be advanced by the Administrative Agent and each payment by the Borrowers any Borrower on account of Revolving Loans Advances shall be applied first to those Revolving Loans Advances advanced by the Administrative Agent. On or before 1:00 P.M., New York time, on each Settlement Date commencing with the first Settlement Date following the Restatement Effective Closing Date, the Administrative Agent and Lenders shall make certain payments as follows: (I) if the aggregate amount of new Revolving Loans Advances made by the Administrative Agent during the preceding Week (if any) exceeds the aggregate amount of repayments applied to outstanding Revolving Loans Advances during such preceding Week, then each Lender shall provide the Administrative Agent with immediately available funds in an amount equal to its applicable Pro Rata Commitment Percentage of the difference between (w) such Revolving Loans Advances and (x) such repayments and (II) if the aggregate amount of repayments applied to outstanding Revolving Loans Advances during such Week exceeds the aggregate amount of new Revolving Credit Loans Advances made during such Week, then the Administrative Agent shall provide each Lender with immediately available funds in an amount equal to its applicable Pro Rata Commitment Percentage of the difference between (y) such repayments and (z) such Revolving LoansAdvances. (ii) Each Lender shall be entitled to earn interest at the rate applicable to the rate Revolving Interest Rate on the outstanding Revolving Loans Advances which it has funded. (iii) Promptly following each Settlement Date, the Administrative Agent shall submit to each Lender a certificate with respect to payments received and Revolving Loans Advances made during the Week immediately preceding such Settlement Date. Such certificate of the Administrative Agent shall be conclusive in the absence of manifest error. (d) If any Lender or Participant (a “benefited Lender”) shall at any time receive any payment of all or part of its Advances, or interest thereon, or receive any Collateral in respect thereof (whether voluntarily or involuntarily or by set-off) in a greater proportion than any such payment to and Collateral received by any other Lender, if any, in respect of such other Lender’s Advances, or interest thereon, and such greater proportionate payment or receipt of Collateral is not expressly permitted hereunder, such benefited Lender shall purchase for cash from the other Lenders a participation in such portion of each such other Lender’s Advances, or shall provide such other Lender with the benefits of any such Collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such Collateral or proceeds ratably with each of the other Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Each Lender so purchasing a portion of another Lender’s Advances may exercise all rights of payment (including rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion. (e) Unless the Administrative Agent shall have been notified by telephone, confirmed in writing, by any Lender that such Lender will not make the amount which would constitute its applicable Pro Rata Commitment Percentage of the Revolving Loans Advances available to the Administrative Agent, the Administrative Agent may (but shall not be obligated to) assume that such Lender shall make such amount available to the Administrative Agent on the next Settlement Date and, in reliance upon such assumption, make available to the Borrowers a corresponding amount. The Administrative Agent will promptly notify the Borrowing Agent of its receipt of any such notice from a Lender. If such amount is made available to the Administrative Agent on a date after such next Settlement Date, such Lender shall pay to the Administrative Agent on demand an amount equal to the product of (i) the daily average Federal Funds Rate (computed on the basis of a year of 360 days) during such period as quoted by the Administrative Agent, times (ii) such amount, times (iii) the number of days from and including such Settlement Date to the date on which such amount becomes immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this paragraph (e) shall be conclusive, in the absence of manifest error. If such amount is not in fact made available to the Administrative Agent by such Lender within three (3) Business Days after such Settlement Date, the Administrative Agent shall be entitled to recover such an amount, with interest thereon at the rate per annum then applicable to such Revolving Loans Advances hereunder, on demand from the applicable BorrowerBorrowers; provided, however, that the Administrative Agent's ’s right to such recovery shall not prejudice or otherwise adversely affect the Borrower's Borrowers’ rights (if any) against such Lender.

Manner of Borrowing and Payment. (a) Each borrowing of Revolving Credit Borrowing Advances shall be advanced according to the applicable Pro Rata Commitment Percentages of the Revolving Credit Lenders. (b) Each payment (including any application of proceeds of Collateral under Section 4.15(h) hereof and each prepayment) by a any Borrower on account of the principal of and interest on the Revolving Loans Advances, shall be applied to the Revolving Loans of such Borrower Advances pro rata according to the applicable Pro Rata Commitment Percentages of the Revolving Credit Lenders. Except as expressly provided herein, all payments (including prepayments) to be made by the Borrowers any Borrower on account of principal, interest and fees shall be made without set off or counterclaim and shall be made to the Administrative Agent on behalf of the Lenders to the Payment Office, in each case on or prior to 1:00 P.M., New York timep.m., in Dollars and in immediately available funds. (i) Notwithstanding anything to the contrary contained in Sections 2.03 or 2.05 (a2.20(a) and (b) hereof, commencing with the first Business Day following the Restatement Effective Closing Date, each borrowing of Revolving Loan Advances shall be advanced by the Administrative Agent and each payment by the Borrowers any Borrower on account of Revolving Loans Advances shall be applied first to those Revolving Loans Advances advanced by the Administrative Agent. On or before 1:00 P.M., New York time, p.m. on each Settlement Date commencing with the first Settlement Date following the Restatement Effective Closing Date, the Administrative Agent and Lenders shall make certain payments as follows: (IA) if the aggregate amount of new Revolving Loans Advances made by the Administrative Agent during the preceding Week (if any) exceeds the aggregate amount of repayments applied to outstanding Revolving Loans Advances during such preceding Week, then each Lender shall provide the Administrative Agent with immediately available funds in an amount equal to its applicable Pro Rata Commitment Percentage of the difference between (w1) such Revolving Loans Advances and (x2) such repayments and (IIB) if the aggregate amount of repayments applied to outstanding Revolving Loans Advances during such Week exceeds the aggregate amount of new Revolving Credit Loans Advances made during such Week, then the Administrative Agent shall provide each Lender with immediately available funds in an amount equal to its applicable Pro Rata Commitment Percentage of the difference between (y1) such repayments and (z2) such Revolving LoansAdvances. (ii) Each Lender shall be entitled to earn interest at the rate applicable to the rate Revolving Interest Rate on the outstanding Revolving Loans Advances which it has funded. (iii) Promptly following each Settlement Date, the Administrative Agent shall submit to each Lender a certificate with respect to payments received and Revolving Loans Advances made during the Week immediately preceding such Settlement Date. Such certificate of the Administrative Agent shall be conclusive in the absence of manifest error. (d) If any Lender or Participant (a “benefited Lender”) shall at any time receive any payment of all or part of its Advances, or interest thereon, or receive any Collateral in respect thereof (whether voluntarily or involuntarily or by set-off) in a greater proportion than any such payment to and Collateral received by any other Lender, if any, in respect of such other Lender’s Advances, or interest thereon, and such greater proportionate payment or receipt of Collateral is not expressly permitted hereunder, such benefited Lender shall purchase for cash from the other Lenders a participation in such portion of each such other Lender’s Advances, or shall provide such other Lender with the benefits of any such Collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such Collateral or proceeds ratably with each of the other Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Each Lender so purchasing a portion of another Lender’s Advances may exercise all rights of payment (including rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion. (e) Unless the Administrative Agent shall have been notified by telephone, confirmed in writing, by any Lender that such Lender will not make the amount which would constitute its applicable Pro Rata Commitment Percentage of the Revolving Loans Advances available to the Administrative Agent, the Administrative Agent may (but shall not be obligated to) assume that such Lender shall make such amount available to the Administrative Agent on the next Settlement Date and, in reliance upon such assumption, make available to the Borrowers a corresponding amount. The Administrative Agent will promptly notify the Borrowing Agent of its receipt of any such notice from a Lender. If such amount is made available to the Administrative Agent on a date after such next Settlement Date, such Lender shall pay to the Administrative Agent on demand an amount equal to the product of (i) the daily average Federal Funds Effective Rate (computed on the basis of a year of 360 days) during such period as quoted by the Administrative Agent, times (ii) such amount, times (iii) the number of days from and including such Settlement Date to the date on which such amount becomes immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this paragraph (e) shall be conclusive, in the absence of manifest error. If such amount is not in fact made available to the Administrative Agent by such Lender within three (3) Business Days after such Settlement Date, the Administrative Agent shall be entitled to recover such an amount, with interest thereon at the rate per annum then applicable to such Revolving Loans Advances hereunder, on demand from the applicable BorrowerBorrowers; provided, however, that the Administrative Agent's ’s right to such recovery shall not prejudice or otherwise adversely affect the Borrower's Borrowers’ rights (if any) against such Lender.

Manner of Borrowing and Payment. (a) Each borrowing of Revolving Credit Borrowing Advances shall be advanced according to the applicable Pro Rata Revolving Commitment Percentages of the Revolving Credit Lenders. (b) Each payment (including each prepayment) by a Borrower on account of the principal of and interest on the Revolving Loans Advances, shall be applied to the Revolving Loans of such Borrower Advances pro rata according to the applicable Pro Rata Revolving Commitment Percentages of the Revolving Credit Lenders. Except as expressly provided herein, all payments (including prepayments) to be made by the Borrowers Borrower on account of principal, interest and fees shall be made without set set-off or counterclaim and shall be made to the Administrative Agent on behalf of the Lenders to the Payment Office, in each case on or prior to 1:00 P.M., p.m. (New York time), in Dollars and in immediately available funds. (c) (i) Notwithstanding anything to the contrary contained in Sections 2.03 or 2.05 (a2.13(a) and (b) hereof2.13(b), commencing with the first Business Day following the Restatement Effective Closing Date, each borrowing of Revolving Loan Advances shall be advanced by the Administrative Agent and each payment by the Borrowers Borrower on account of Revolving Loans Advances shall be applied first to those Revolving Loans Advances advanced by the Administrative Agent. On or before 1:00 P.M., p.m. (New York time, ) on each Settlement Date commencing with the first Settlement Date following the Restatement Effective Closing Date, the Administrative Agent and Lenders shall make certain payments as follows: (I) if the aggregate amount of new Revolving Loans Advances made by the Administrative Agent during the preceding Week week (if any) exceeds the aggregate amount of repayments applied to outstanding Revolving Loans Advances during such preceding Weekweek, then each Lender shall provide the Administrative Agent with immediately available funds in an amount equal to its applicable Pro Rata Commitment Percentage of the difference between (w) such Revolving Loans Advances and (x) such repayments and (II) if the aggregate amount of repayments applied to outstanding Revolving Loans Advances during such Week week exceeds the aggregate amount of new Revolving Credit Loans Advances made during such Weekweek, then the Administrative Agent shall provide each Lender with immediately available funds in an amount equal to its applicable Pro Rata Commitment Percentage of the difference between (y) such repayments and (z) such Revolving LoansAdvances. (ii) Each Lender shall be entitled to earn interest at the rate applicable to the rate on the outstanding Revolving Loans which it has funded. (iii) Promptly following each Settlement Date, the Administrative Agent shall submit to each Lender a certificate with respect to payments received and Revolving Loans made during the Week immediately preceding such Settlement Date. Such certificate of the Administrative Agent shall be conclusive in the absence of manifest error. (d) Unless the Administrative Agent shall have been notified by telephone, confirmed in writing, by any Lender that such Lender will not make the amount which would constitute its applicable Pro Rata Percentage of the Revolving Loans available to the Administrative Agent, the Administrative Agent may (but shall not be obligated to) assume that such Lender shall make such amount available to the Administrative Agent on the next Settlement Date and, in reliance upon such assumption, make available to the Borrowers a corresponding amount. The Administrative Agent will promptly notify the Borrowing Agent of its receipt of any such notice from a Lender. If such amount is made available to the Administrative Agent on a date after such next Settlement Date, such Lender shall pay to the Administrative Agent on demand an amount equal to the product of (i) the daily average Federal Funds Rate (computed on the basis of a year of 360 days) during such period as quoted by the Administrative Agent, times (ii) such amount, times (iii) the number of days from and including such Settlement Date to the date on which such amount becomes immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this paragraph shall be conclusive, in the absence of manifest error. If such amount is not in fact made available to the Administrative Agent by such Lender within three (3) Business Days after such Settlement Date, the Administrative Agent shall be entitled to recover such an amount, with interest thereon at the rate per annum then applicable to such Revolving Loans hereunder, on demand from the applicable Borrower; provided, however, that the Administrative Agent's right to such recovery shall not prejudice or otherwise adversely affect the Borrower's rights (if any) against such Lender.

Manner of Borrowing and Payment. (a) Each borrowing of Revolving Credit Borrowing Advances shall be advanced according to the applicable Pro Rata Commitment Percentages of Lenders. The Term Loan shall be advanced according to the Revolving Credit Commitment Percentages of Lenders. (b) Each payment (including each prepayment) by a Borrower Borrowers on account of the principal of and interest on the Revolving Loans Advances, shall be applied to the Revolving Loans of such Borrower Advances pro rata according to the applicable Pro Rata Commitment Percentages of Lenders. Each payment (including each prepayment) by Borrowers on account of the Revolving Credit principal of and interest on the Term Note, shall be made from or to, or applied to that portion of the Term Loan evidenced by the Term Note pro rata according to the Commitment Percentages of Lenders. Except as expressly provided herein, all payments (including prepayments) to be made by the Borrowers any Borrower on account of principal, interest and fees shall be made without set off or counterclaim and shall be made to the Administrative Agent on behalf of the Lenders to the Payment Office, in each case on or prior to 1:00 P.M., New York time, in Dollars and in immediately available funds. (i) Notwithstanding anything to the contrary contained in Sections 2.03 or 2.05 (a2.13(a) and (b) hereof, commencing with the first Business Day following the Restatement Effective Closing Date, each borrowing of Revolving Loan Advances shall be advanced by the Administrative Agent and each payment by the Borrowers any Borrower on account of Revolving Loans Advances shall be applied first to those Revolving Loans Advances advanced by the Administrative Agent. On or before 1:00 P.M., New York time, on each Settlement Date commencing with the first Settlement Date following the Restatement Effective Closing Date, the Administrative Agent and Lenders shall make certain payments as follows: (I) if the aggregate amount of new Revolving Loans Advances made by the Administrative Agent during the preceding Week (if any) exceeds the aggregate amount of repayments applied to outstanding Revolving Loans Advances during such preceding Week, then each Lender shall provide the Administrative Agent with immediately available funds in an amount equal to its applicable Pro Rata Commitment Percentage of the difference between (w) such Revolving Loans Advances and (x) such repayments and (II) if the aggregate amount of repayments applied to outstanding Revolving Loans Advances during such Week exceeds the aggregate amount of new Revolving Credit Loans Advances made during such Week, then the Administrative Agent shall provide each Lender with immediately available funds in an amount equal to its applicable Pro Rata Commitment Percentage of the difference between (y) such repayments and (z) such Revolving LoansAdvances. (ii) Each Lender shall be entitled to earn interest at the rate applicable to the rate Contract Rate on the outstanding Revolving Loans Advances which it has funded. (iii) Promptly following each Settlement Date, the Administrative Agent shall submit to each Lender a certificate with respect to payments received and Revolving Loans Advances made during the Week immediately preceding such Settlement Date. Such certificate of the Administrative Agent shall be conclusive in the absence of manifest error. (d) If any Lender or Participant (a "benefited Lender") shall at any time receive any payment of all or part of its Advances, or interest thereon, or receive any Collateral in respect thereof (whether voluntarily or involuntarily or by set-off) in a greater proportion than any such payment to and Collateral received by any other Lender, if any, in respect of such other Lender's Advances, or interest thereon, and such greater proportionate payment or receipt of Collateral is not expressly permitted hereunder, such benefited Lender shall purchase for cash from the other Lenders a participation in such portion of each such other Lender's Advances, or shall provide such other Lender with the benefits of any such Collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such Collateral or proceeds ratably with each of the other Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Each Lender so purchasing a portion of another Lender's Advances may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion. (e) Unless the Administrative Agent shall have been notified by telephone, confirmed in writing, by any Lender that such Lender will not make the amount which would constitute its applicable Pro Rata Commitment Percentage of the Revolving Loans Advances available to the Administrative Agent, the Administrative Agent may (but shall not be obligated to) assume that such Lender shall make such amount available to the Administrative Agent on the next Settlement Date and, in reliance upon such assumption, make available to the Borrowers a corresponding amount. The Administrative Agent will promptly notify the Borrowing Agent Borrowers of its receipt of any such notice from a Lender. If such amount is made available to the Administrative Agent on a date after such next Settlement Date, such Lender shall pay to the Administrative Agent on demand an amount equal to the product of (i) the daily average Federal Funds Rate (computed on the basis of a year of 360 days) during such period as quoted by the Administrative Agent, times (ii) such amount, times (iii) the number of days from and including such Settlement Date to the date on which such amount becomes immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this paragraph (e) shall be conclusive, in the absence of manifest error. If such amount is not in fact made available to the Administrative Agent by such Lender within three (3) Business Days after such Settlement Date, the Administrative Agent shall be entitled to recover such an amount, with interest thereon at the rate per annum then applicable to such Revolving Loans Advances hereunder, on demand from the applicable BorrowerBorrowers; provided, however, that the Administrative Agent's right to such recovery shall not prejudice or otherwise adversely affect the Borrower's Borrowers' rights (if any) against such Lender.

Manner of Borrowing and Payment. (a) Each borrowing of Revolving Credit Borrowing Advances shall be advanced according to the applicable Pro Rata Commitment Percentages of the Revolving Credit Lenders. (b) Each payment (including each prepayment) by a Borrower Borrowers on account of the principal of and interest on the Revolving Loans Advances shall be applied to the Revolving Loans of such Borrower Advances, pro rata among the Lenders according to the applicable Pro Rata Commitment Percentages of the Revolving Credit Lenders. Except as expressly provided herein, all payments (including prepayments) to be made by the Borrowers any Borrower on account of principal, interest and fees shall be made without set off or counterclaim and shall be made to the Administrative Agent on behalf of the Lenders to the Payment Office, in each case on or prior to 1:00 P.M., New York timeP.M. (Central Time), in Dollars and in immediately available funds. (i) Notwithstanding anything to the contrary contained in Sections 2.03 or 2.05 (a2.13(a) and (b) hereof, commencing with the first Business Day following the Restatement Effective Closing Date, each borrowing of Revolving Loan Advances shall be advanced by the Administrative Agent and each payment by the Borrowers any Borrower on account of Revolving Loans Advances shall be applied first to those Revolving Loans Advances advanced by the Administrative Agent. On or before 1:00 P.M., New York timeP.M. (Central Time), on each Settlement Date commencing with the first Settlement Date following the Restatement Effective Closing Date, the Administrative Agent and Lenders shall make certain payments as follows: (I) if the aggregate amount of new Revolving Loans Advances made by the Administrative Agent during the preceding Week (if any) exceeds the aggregate amount of repayments applied to outstanding Revolving Loans Advances during such preceding Week, then each Lender shall provide the Administrative Agent with immediately available funds in an amount equal to its applicable Pro Rata Commitment Percentage of the difference between (w) such Revolving Loans Advances and (x) such repayments and (II) if the aggregate amount of repayments applied to outstanding Revolving Loans Advances during such Week exceeds the aggregate amount of new Revolving Credit Loans Advances made during such Week, then the Administrative Agent shall provide each Lender with immediately available funds in an amount equal to its applicable Pro Rata Commitment Percentage of the difference between (y) such repayments and (z) such Revolving LoansAdvances. (iii) Each Lender shall be entitled to earn interest at the rate applicable to the rate Contract Rate on the principal amount of outstanding Revolving Loans Advances which it has funded. (iiiii) Promptly following each Settlement Date, the Administrative Agent shall submit to each Lender a certificate with respect to payments received and Revolving Loans Advances made during the Week immediately preceding such Settlement Date. Such certificate of the Administrative Agent shall be conclusive in the absence of manifest error. (d) If any Lender or Participant (a “benefitted Lender”) shall at any time receive any payment of all or part of its Advances, or interest thereon, or receive any Collateral in respect thereof (whether voluntarily or involuntarily or by set-off) in a greater proportion than any such payment to and Collateral received by any other Lender, if any, in respect of such other Lender’s Advances, or interest thereon, and such greater proportionate payment or receipt of Collateral is not expressly permitted hereunder, such benefitted Lender shall purchase for cash from the other Lenders a participation in such portion of each such other Lender’s Advances, or shall provide such other Lender with the benefits of any such Collateral, or the proceeds thereof, as shall be necessary to cause such benefitted Lender to share the excess payment or benefits of such Collateral or proceeds ratably with each of the other Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Each Lender so purchasing a portion of another Lender’s Advances may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion. (e) Unless the Administrative Agent shall have been notified by telephone, confirmed in writing, by any Lender that such Lender will not make the amount which would constitute its applicable Pro Rata Commitment Percentage of the Revolving Loans Advances available to the Administrative Agent, the Administrative Agent may (but shall not be obligated to) assume that such Lender shall make such amount available to the Administrative Agent on the next Settlement Date and, in reliance upon such assumption, make available to the Borrowers a corresponding amount. The Administrative Agent will promptly notify the Borrowing Agent Borrowers of its receipt of any such notice from a Lender. If such amount is made available to the Administrative Agent on a date after such next Settlement Date, such Lender shall pay to the Administrative Agent on demand an amount equal to the product of (i) the daily average Federal Funds Effective Rate (computed on the basis of a year of 360 days) during such period as quoted by the Administrative Agent, times (ii) such amount, times (iii) the number of days from and including such Settlement Date to the date on which such amount becomes immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this paragraph (e) shall be conclusive, in the absence of manifest error. If such amount is not in fact made available to the Administrative Agent by such Lender within three (3) Business Days after such Settlement Date, the Administrative Agent shall be entitled to recover such an amount, with interest thereon at the rate per annum then applicable to such Revolving Loans Advances hereunder, on demand from the applicable BorrowerBorrowers; provided, however, that the Administrative Agent's ’s right to such recovery shall not prejudice or otherwise adversely affect the Borrower's Borrowers’ rights (if any) against such Lender.

Manner of Borrowing and Payment. (a) Each borrowing of Revolving Credit Borrowing Advances shall be advanced according to the applicable Pro Rata Commitment Percentages of the Revolving Credit Lenders. (b) Each payment (including each prepayment) by a any Borrower on account of the principal of and interest on the Revolving Loans Advances, shall be applied to the Revolving Loans of such Borrower Advances pro rata according to the applicable Pro Rata Commitment Percentages of the Revolving Credit Lenders. Except as expressly provided herein, all payments (including prepayments) to be made by the Borrowers any Borrower on account of principal, interest and fees shall be made without set off or counterclaim and shall be made to the Administrative Agent on behalf of the Lenders to the Payment Office, in each case on or prior to 1:00 P.M., New York time, in Dollars and in immediately available funds. (i) Notwithstanding anything to the contrary contained in Sections 2.03 or 2.05 (a2.20(a) and (b) hereof, commencing with the first Business Day following the Restatement Effective Closing Date, each borrowing of Revolving Loan Advances shall be advanced by the Administrative Agent and each payment by the Borrowers any Borrower on account of Revolving Loans Advances shall be applied first to those Revolving Loans Advances advanced by the Administrative Agent. On or before 1:00 P.M., New York time, on each Settlement Date commencing with the first Settlement Date following the Restatement Effective Closing Date, the Administrative Agent and Lenders shall make certain payments as follows: follows (or more frequently if requested by Agent in its sole discretion): (I) if the aggregate amount of new Revolving Loans Advances made by the Administrative Agent during the preceding Week (if any) exceeds the aggregate amount of repayments applied to outstanding Revolving Loans Advances during such preceding Week, then upon the written notice of Agent received prior to 1:00 P.M., New York time, each Lender shall provide the Administrative Agent with immediately available funds in an amount equal to its applicable Pro Rata Commitment Percentage of the difference between (w) such Revolving Loans Advances and (x) such repayments and (II) if the aggregate amount of repayments applied to outstanding Revolving Loans Advances during such Week exceeds the aggregate amount of new Revolving Credit Loans Advances made during such Week, then the Administrative Agent shall provide each Lender with immediately available funds in an amount equal to its applicable Pro Rata Commitment Percentage of the difference between (y) such repayments and (z) such Revolving LoansAdvances. (ii) Each Lender shall be entitled to earn interest at the rate applicable to the rate Revolving Interest Rate on the outstanding Revolving Loans Advances which it has funded. (iii) Promptly following each Settlement Date, the Administrative Agent shall submit to each Lender a certificate with respect to payments received and Revolving Loans Advances made during the Week immediately preceding such Settlement Date. Such certificate of the Administrative Agent shall be conclusive in the absence of manifest error. (d) If any Lender or Participant (a “benefited Lender”) shall at any time receive any payment of all or part of its Advances, or interest thereon, or receive any Collateral in respect thereof (whether voluntarily or involuntarily or by set-off) in a greater proportion than any such payment to and Collateral received by any other Lender, if any, in respect of such other Lender’s Advances, or interest thereon, and such greater proportionate payment or receipt of Collateral is not expressly permitted hereunder, such benefited Lender shall purchase for cash from the other Lenders a participation in such portion of each such other Lender’s Advances, or shall provide such other Lender with the benefits of any such Collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such Collateral or proceeds ratably with each of the other Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Each Lender so purchasing a portion of another Lender’s Advances may exercise all rights of payment (including rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion. (e) Unless the Administrative Agent shall have been notified by telephone, confirmed in writing, by any Lender that such Lender will not make the amount which would constitute its applicable Pro Rata Commitment Percentage of the Revolving Loans Advances available to the Administrative Agent, the Administrative Agent may (but shall not be obligated to) assume that such Lender shall make such amount available to the Administrative Agent on the next Settlement Date and, in reliance upon such assumption, make available to the Borrowers a corresponding amount. The Administrative Agent will promptly notify the Borrowing Agent of its receipt of any such notice from a Lender. If such amount is made available to the Administrative Agent on a date after such next Settlement Date, such Lender shall pay to the Administrative Agent on demand an amount equal to the product of (i) the daily average Federal Funds Effective Rate (computed on the basis of a year of 360 days) during such period as quoted by the Administrative Agent, times (ii) such amount, times (iii) the number of days from and including such Settlement Date to the date on which such amount becomes immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this paragraph (e) shall be conclusive, in the absence of manifest error. If such amount is not in fact made available to the Administrative Agent by such Lender within three (3) Business Days after such Settlement Date, the Administrative Agent shall be entitled to recover such an amount, with interest thereon at the rate per annum then applicable to such Revolving Loans Advances hereunder, on demand from the applicable BorrowerBorrowers; provided, however, that the Administrative Agent's ’s right to such recovery shall not prejudice or otherwise adversely affect the Borrower's Borrowers’ rights (if any) against such Lender.

Manner of Borrowing and Payment. (a) Each borrowing of Revolving Credit Borrowing Advances shall be advanced according to the applicable Pro Rata Commitment Percentages of Lenders. The Term Loan shall be advanced according to the Commitment Percentages of the Revolving Credit Lenders. (b) Each payment (including each prepayment) by a Borrower on account of the principal of and interest on the Revolving Loans Advances, shall be applied to the Revolving Loans of such Borrower Advances pro rata according to the applicable Pro Rata Commitment Percentages of Lenders. Each payment (including each prepayment) by Borrower on account of the Revolving Credit principal of and interest on the Term Note, shall be made from or to, or applied to that portion of the Term Loan evidenced by the Term Note pro rata according to the Commitment Percentages of Lenders. Except as expressly provided herein, all payments (including prepayments) to be made by the Borrowers Borrower on account of principal, interest and fees shall be made without set off or counterclaim and shall be made to the Administrative Agent on behalf of the Lenders to the Payment Office, in each case on or prior to 1:00 P.M., New York timep.m., in Dollars and in immediately available funds. (i) Notwithstanding anything to the contrary contained in Sections 2.03 or 2.05 (a2.12(a) and (b) hereof, commencing with the first Business Day following the Restatement Effective Closing Date, each borrowing of Revolving Loan Advances shall be advanced by the Administrative Agent and each payment by the Borrowers Borrower on account of Revolving Loans Advances shall be applied first to those Revolving Loans Advances advanced by the Administrative Agent. On or before 1:00 P.M., New York time, p.m. on each Settlement Date commencing with the first Settlement Date following the Restatement Effective Closing Date, the Administrative Agent and Lenders shall make certain payments as follows: (Ii) if the aggregate amount of new Revolving Loans Advances made by the Administrative Agent during the preceding Week (if any) exceeds the aggregate amount of repayments applied to outstanding Revolving Loans Advances during such preceding Week, then each Lender shall provide the Administrative Agent with immediately available funds in an amount equal to its applicable Pro Rata Commitment Percentage of the difference between (w) such Revolving Loans Advances and (x) such repayments and (IIii) if the aggregate amount of repayments applied to outstanding Revolving Loans Advances during such Week exceeds the aggregate amount of new Revolving Credit Loans Advances made during such Week, then the Administrative Agent shall provide each Lender with immediately available funds in an amount equal to its such Lender's applicable Pro Rata Commitment Percentage of the difference between (y) such repayments and (z) such Revolving LoansAdvances. (ii) Each Agent and each Lender shall be entitled to earn interest at the rate applicable to the rate Contract Rate on the outstanding Revolving Loans Advances which it has funded. (iii) Promptly following each Settlement Date, the Administrative Agent shall submit to each Lender a certificate with respect to payments received and Revolving Loans Advances made during the Week immediately preceding such Settlement Date. Such certificate of the Administrative Agent shall be conclusive in the absence of manifest error. (d) If any Lender or Participant (a "benefitted Lender") shall at any time receive any payment of all or part of its Advances, or interest thereon, or receive any Collateral in respect thereof (whether voluntarily or involuntarily or by set-off) in a greater proportion than any such payment to and Collateral received by any other Lender, if any, in respect of such other Lender's Advances, or interest thereon, and such greater proportionate payment or receipt of Collateral is not expressly permitted hereunder, such benefitted Lender shall purchase for cash from the other Lenders a participation in such portion of each such other Lender's Advances, or shall provide such other Lender with the benefits of any such Collateral, or the proceeds thereof, as shall be necessary to cause such benefitted Lender to share the excess payment or benefits of such Collateral or proceeds ratably with each of Lenders; PROVIDED, HOWEVER, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Each Lender so purchasing a portion of another Lender's Advances may exercise all rights of payment (including rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion. (e) Unless the Administrative Agent shall have been notified by telephone, confirmed in writing, by any Lender that such Lender will not make the amount which would constitute its applicable Pro Rata Commitment Percentage of the Revolving Loans Advances available to the Administrative Agent, the Administrative Agent may (but shall not be obligated to) assume that such Lender shall make such amount available to the Administrative Agent on the next Settlement Date and, in reliance upon such assumption, make available to the Borrowers Borrower a corresponding amount. The Administrative Agent will promptly notify the Borrowing Agent Borrower of its receipt of any such notice from a Lender. If such amount is made available to the Administrative Agent on a date after such next Settlement Date, such Lender shall pay to the Administrative Agent on demand an amount equal to the product of (i) the daily average Federal Funds Rate (computed on the basis of a year of 360 days) during such period as quoted by the Administrative Agent, times (ii) such amount, times (iii) the number of days from and including such Settlement Date to the date on which such amount becomes immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this paragraph (e) shall be conclusive, in the absence of manifest error. If such amount is not in fact made available to the Administrative Agent by such Lender within three (3) Business Days after such Settlement Date, the Administrative Agent shall be entitled to recover such an amount, with interest thereon at the rate per annum then applicable to such Revolving Loans Advances hereunder, on demand from the applicable Borrower; providedPROVIDED, howeverHOWEVER, that the Administrative Agent's right to such recovery shall not prejudice or otherwise adversely affect the Borrower's rights (if any) against such Lender.

Manner of Borrowing and Payment. (a) Each borrowing of Revolving Credit Borrowing Advances shall be advanced according to the applicable Pro Rata Commitment Percentages of the Revolving Credit Lenders. The Term Loans shall be advanced according to the Commitment Percentages of the Lenders. (b) Each payment (including each prepayment) by a Borrower on account of the principal of and interest on the Revolving Loans Credit Note, shall be applied to the Revolving Loans of such Borrower Advances pro rata according to the applicable Pro Rata Commitment Percentages of the Revolving Credit Lenders. Each payment (including each prepayment) by Borrower on account of the principal of and interest on the Term Notes, shall be made from or to, or applied to that portion of the Term Loans evidenced by the Term Notes pro rata according to the Commitment Percentages of the Lenders. Except as expressly provided herein, all payments (including prepayments) to be made by the Borrowers Borrower on account of principal, interest and fees shall be made without set set-off or counterclaim and shall be made to the Administrative Agent on behalf of the Lenders to the Payment Office, in each case on or prior to 1:00 P.M.12:00 Noon, New York time, in Dollars and in immediately available funds. Any payments credited to Agent's account subsequent to 12:00 noon (New York time) on any particular day shall be credited to the Revolving Advances the next Business Day. (i) Notwithstanding anything to the contrary contained in Sections 2.03 or 2.05 (a2.13(a) and (b) hereof, commencing with the first Business Day following the Restatement Effective Closing Date, each borrowing of Revolving Loan Advances shall be advanced by the Administrative Agent and each payment by the Borrowers Borrower on account of Revolving Loans Advances shall be applied first to those Revolving Loans advanced Advances made by the Administrative Agent. On or before 1:00 P.M.12:00 Noon, New York time, on each Settlement Date commencing with the first Settlement Date following the Restatement Effective Closing Date, the Administrative Agent and the Lenders shall make certain payments as follows: (I) if the aggregate amount of new Revolving Loans Advances made by the Administrative Agent during the preceding Week (if any) exceeds the aggregate amount of repayments applied to outstanding Revolving Loans Advances during such preceding Week, then each Lender shall provide the Administrative Agent with immediately available funds in an amount equal to its applicable Pro Rata Commitment Percentage of the difference between (w) such Revolving Loans Advances and (x) such repayments and (II) if the aggregate amount of repayments applied to outstanding Revolving Loans Advances during such Week exceeds the aggregate amount of new Revolving Credit Loans Advances made during such Week, then the Administrative Agent shall provide each Lender with immediately available funds in an amount equal to its applicable Pro Rata Commitment Percentage of the difference between (y) such repayments and (z) such Revolving LoansAdvances. (ii) Each Lender shall be entitled to earn interest at the rate applicable to the rate hereunder on the outstanding Revolving Loans Advances which it has funded. (iii) Promptly following each Settlement Date, the Administrative Agent shall submit to each Lender a certificate with respect to payments received and Revolving Loans Advances made during the Week immediately preceding such Settlement Date. Such certificate of the Administrative Agent shall be conclusive in the absence of manifest error. (d) If any Lender or Transferee (a "benefited Lender") shall at any time receive any payment of all or part of its Advances, or interest thereon, or receive any Collateral in respect thereof (whether voluntarily or involuntarily or by set-off) in a greater proportion than any such payment to and Collateral received by any other Lender, if any, in respect of such other Lender's Advances, or interest thereon, and such greater proportionate payment or receipt of Collateral is not expressly permitted hereunder, such benefited Lender shall purchase for cash from the other Lenders a participation in such portion of each such other Lender's Advances, or shall provide such other Lender with the benefits of any such Collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such Collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Each Lender so purchasing a portion of another Lender's Advances may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion. (e) Unless the Administrative Agent shall have been notified by telephone, confirmed in writing, by any Lender that such Lender will not make the amount which would constitute its applicable Pro Rata Commitment Percentage of the Revolving Loans Advances available to the Administrative Agent, the Administrative Agent may (but shall not be obligated to) assume that such Lender shall make such amount available to the Administrative Agent on the next Settlement Date and, in reliance upon such assumption, make available to the Borrowers Borrower a corresponding amount. The Administrative Agent will promptly notify the Borrowing Agent Borrower of its receipt of any such notice from a Lender. If such amount is made available to the Administrative Agent on a date after such next a Settlement Date, such Lender shall pay to the Administrative Agent on demand an amount equal to the product of (i) the daily average Federal Funds Rate (computed on the basis of a year of 360 days) during such period as quoted by the Administrative Agent, times (ii) such amount, times (iii) the number of days from and including such Settlement Date to the date on which such amount becomes immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this paragraph (e) shall be conclusive, in the absence of manifest error. If such amount is not in fact made available to the Administrative Agent by such Lender within three (3) Business Days after such Settlement Date, the Administrative Agent shall be entitled to recover such an amount, with interest thereon at the rate per annum then applicable to such Revolving Loans Advances hereunder, on demand from the applicable Borrower; provided, however, that the Administrative Agent's right to such recovery shall not prejudice or otherwise adversely affect the Borrower's rights (if any) against such Lender.

Manner of Borrowing and Payment. (a) Each borrowing of Revolving Credit Borrowing Advances shall be advanced according to the applicable Pro Rata Commitment Percentages of Lenders. Each borrowing of CapEx Loans shall be advanced according to the Revolving Credit applicable Commitment Percentages of Lenders. (b) Each payment (including each prepayment) by a any Borrower on account of the principal of and interest on the Revolving Loans Advances, shall be applied to the Revolving Loans of such Borrower Advances pro rata according to the applicable Pro Rata Commitment Percentages of Lenders. Each payment (including each prepayment) by any Borrower on account of the Revolving Credit principal of and interest on the CapEx Note, shall be applied to that portion of the CapEx Loan evidenced by the CapEx Note pro rata according to the Commitment Percentages of Lenders. Except as expressly provided herein, all payments (including prepayments) to be made by the Borrowers any Borrower on account of principal, interest and fees shall be made without set off or counterclaim and shall be made to the Administrative Agent on behalf of the Lenders to the Payment Office, in each case on or prior to 1:00 P.M.p.m., New York Dallas, Texas time, in Dollars and in immediately available funds. (i) Notwithstanding anything to the contrary contained in Sections 2.03 or 2.05 (a2.20(a) and (b) hereof, commencing with the first Business Day following the Restatement Effective Restated Closing Date, each borrowing of Revolving Loan Advances shall be advanced by the Administrative Agent and each payment by the Borrowers any Borrower on account of Revolving Loans Advances shall be applied first to those Revolving Loans Advances advanced by the Administrative Agent. On or before 1:00 P.M.p.m., New York Dallas, Texas time, on each Settlement Date commencing with the first Settlement Date following the Restatement Effective Restated Closing Date, the Administrative Agent and Lenders shall make certain payments as follows: (I) if the aggregate amount of new Revolving Loans Advances made by the Administrative Agent during the preceding Week (if any) exceeds the aggregate amount of repayments applied to outstanding Revolving Loans Advances during such preceding Week, then each Lender shall provide the Administrative Agent with immediately available funds in an amount equal to its applicable Pro Rata Commitment Percentage of the difference between (w) such Revolving Loans Advances and (x) such repayments and (II) if the aggregate amount of repayments applied to outstanding Revolving Loans Advances during such Week exceeds the aggregate amount of new Revolving Credit Loans Advances made during such Week, then the Administrative Agent shall provide each Lender with immediately available funds in an amount equal to its applicable Pro Rata Commitment Percentage of the difference between (y) such repayments and (z) such Revolving LoansAdvances. (ii) Each Lender shall be entitled to earn interest at the rate applicable to the rate Contract Rate on the outstanding Revolving Loans Advances which it has funded. (iii) Promptly following each Settlement Date, the Administrative Agent shall submit to each Lender a certificate with respect to payments received and Revolving Loans Advances made during the Week immediately preceding such Settlement Date. Such certificate of the Administrative Agent shall be conclusive in the absence of manifest error. (d) If any Lender or Participant (a “Benefited Lender”) shall at any time receive any payment of all or part of its Advances, or interest thereon, or receive any Collateral in respect thereof (whether voluntarily or involuntarily or by set-off) in a greater proportion than any such payment to and Collateral received by any other Lender, if any, in respect of such other Lender’s Advances, or interest thereon, and such greater proportionate payment or receipt of Collateral is not expressly permitted hereunder, such Benefited Lender shall purchase for cash from the other Lenders a participation in such portion of each such other Lender’s Advances, or shall provide such other Lender with the benefits of any such Collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such Collateral or proceeds ratably with each of the other Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Each Lender so purchasing a portion of another Lender’s Advances may exercise all rights of payment (including rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion. (e) Unless the Administrative Agent shall have been notified by telephone, confirmed in writing, by any Lender that such Lender will not make the amount which would constitute its applicable Pro Rata Commitment Percentage of the Revolving Loans Advances available to the Administrative Agent, the Administrative Agent may (but shall not be obligated to) assume that such Lender shall make such amount available to the Administrative Agent on the next Settlement Date and, in reliance upon such assumption, make available to the Borrowers a corresponding amount. The Administrative Agent will promptly notify the Borrowing Agent of its receipt of any such notice from a Lender. If such amount is made available to the Administrative Agent on a date after such next Settlement Date, such Lender shall pay to the Administrative Agent on demand an amount equal to the product of (i) the daily average Federal Funds Rate (computed on the basis of a year of 360 days) during such period as quoted by the Administrative Agent, times (ii) such amount, times (iii) the number of days from and including such Settlement Date to the date on which such amount becomes immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this paragraph (e) shall be conclusive, in the absence of manifest error. If such amount is not in fact made available to the Administrative Agent by such Lender within three (3) Business Days after such Settlement Date, the Administrative Agent shall be entitled to recover such an amount, with interest thereon at the rate per annum then applicable to such Revolving Loans Advances hereunder, on demand from the applicable BorrowerBorrowers; provided, however, that the Administrative Agent's ’s right to such recovery shall not prejudice or otherwise adversely affect the Borrower's Borrowers’ rights (if any) against such Lender.

Manner of Borrowing and Payment. (a) Each borrowing of Revolving Credit Borrowing Advances shall be advanced according to the applicable Pro Rata Commitment Percentages of Lenders. The Term Loan shall be advanced according to the Revolving Credit Commitment Percentages of Lenders. (b) Each payment (including each prepayment) by a Borrower Borrowers on account of the principal of and interest on the Revolving Loans Advances, shall be applied to the Revolving Loans of such Borrower Advances pro rata according to the applicable Pro Rata Commitment Percentages of Lenders. Each payment (including each prepayment) by Borrowers on account of the Revolving Credit principal of and interest on the Term Note, shall be made from or to, or applied to that portion of the Term Loan evidenced by the Term Note pro rata according to the Commitment Percentages of Lenders. Except as expressly provided herein, all payments (including prepayments) to be made by the Borrowers any Borrower on account of principal, interest and fees shall be made without set off or counterclaim and shall be made to the Administrative Agent on behalf of the Lenders to the Payment Office, in each case on or prior to 1:00 P.M., New York time, in Dollars and in immediately available funds. (i) Notwithstanding anything to the contrary contained in Sections 2.03 or 2.05 (a2.10(a) and (b) hereof, commencing with the first Business Day following the Restatement Effective Closing Date, each borrowing of Revolving Loan Advances shall be advanced by the Administrative Agent and each payment by the Borrowers any Borrower on account of Revolving Loans Advances shall be applied first to those Revolving Loans Advances advanced by the Administrative Agent. On or before 1:00 P.M., New York time, on each Settlement Date commencing with the first Settlement Date following the Restatement Effective Closing Date, the Administrative Agent and Lenders shall make certain payments as follows: (I) if the aggregate amount of new Revolving Loans Advances made by the Administrative Agent during the preceding Week (if any) exceeds the aggregate amount of repayments applied to outstanding Revolving Loans Advances during such preceding Week, then each Lender shall provide the Administrative Agent with immediately available funds in an amount equal to its applicable Pro Rata Commitment Percentage of the difference between (w) such Revolving Loans Advances and (x) such repayments and (II) if the aggregate amount of repayments applied to outstanding Revolving Loans Advances during such Week exceeds the aggregate amount of new Revolving Credit Loans Advances made during such Week, then the Administrative Agent shall provide each Lender with immediately available funds in an amount equal to its applicable Pro Rata Commitment Percentage of the difference between (y) such repayments and (z) such Revolving LoansAdvances. (ii) Each Lender shall be entitled to earn interest at the rate applicable to the rate Contract Rate on the outstanding Revolving Loans Advances which it has funded. (iii) Promptly following each Settlement Date, the Administrative Agent shall submit to each Lender a certificate with respect to payments received and Revolving Loans Advances made during the Week immediately preceding such Settlement Date. Such certificate of the Administrative Agent shall be conclusive in the absence of manifest error. (d) If any Lender or Participant (a "benefited Lender") shall at any time receive any payment of all or part of its Advances, or interest thereon, or receive any Collateral in respect thereof (whether voluntarily or involuntarily or by set-off) in a greater proportion than any such payment to and Collateral received by any other Lender, if any, in respect of such other Lender's Advances, or interest thereon, and such greater proportionate payment or receipt of Collateral is not expressly permitted hereunder, such benefited Lender shall purchase for cash from the other Lenders a participation in such portion of each such other Lender's Advances, or shall provide such other Lender with the benefits of any such Collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such Collateral or proceeds ratably with each of the other Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Each Lender so purchasing a portion of another Lender's Advances may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion. (e) Unless the Administrative Agent shall have been notified by telephone, confirmed in writing, by any Lender that such Lender will not make the amount which would constitute its applicable Pro Rata Commitment Percentage of the Revolving Loans Advances available to the Administrative Agent, the Administrative Agent may (but shall not be obligated to) assume that such Lender shall make such amount available to the Administrative Agent on the next Settlement Date and, in reliance upon such assumption, make available to the Borrowers a corresponding amount. The Administrative Agent will promptly notify the Borrowing Agent Borrowers of its receipt of any such notice from a Lender. If such amount is made available to the Administrative Agent on a date after such next Settlement Date, such Lender shall pay to the Administrative Agent on demand an amount equal to the product of (i) the daily average Federal Funds Rate (computed on the basis of a year of 360 days) during such period as quoted by the Administrative Agent, times (ii) such amount, times (iii) the number of days from and including such Settlement Date to the date on which such amount becomes immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this paragraph (e) shall be conclusive, in the absence of manifest error. If such amount is not in fact made available to the Administrative Agent by such Lender within three (3) Business Days after such Settlement Date, the Administrative Agent shall be entitled to recover such an amount, with interest thereon at the rate per annum then applicable to such Revolving Loans Advances hereunder, on demand from the applicable BorrowerBorrowers; provided, however, that the Administrative Agent's right to such recovery shall not prejudice or otherwise adversely affect the Borrower's Borrowers' rights (if any) against such Lender.

Manner of Borrowing and Payment. (a) Each borrowing of Revolving Credit Borrowing Advances shall be advanced according to the applicable Pro Rata Commitment Percentages of Lenders. The Term Loan shall be advanced according to the Revolving Credit Commitment Percentages of Lenders. (b) Each payment (including each prepayment) by a any Borrower on account of the principal of and interest on the Revolving Loans Advances, shall be applied to the Revolving Loans of such Borrower Advances pro rata according to the applicable Pro Rata Commitment Percentages of Lenders. Each payment (including each prepayment) by any Borrower on account of the Revolving Credit principal of and interest on the Term Note, shall be made from or to, or applied to that portion of the Term Loan evidenced by the Term Note pro rata according to the Commitment Percentages of Lenders. Except as expressly provided herein, all payments (including prepayments) to be made by the Borrowers any Borrower on account of principal, interest and fees shall be made without set off or counterclaim and shall be made to the Administrative Agent on behalf of the Lenders to the Payment Office, in each case on or prior to 1:00 P.M.p.m., New York Dallas, Texas time, in Dollars and in immediately available funds. (i) Notwithstanding anything to the contrary contained in Sections 2.03 or 2.05 (a2.20(a) and (b) hereof, commencing with the first Business Day following the Restatement Effective Closing Date, each borrowing of Revolving Loan Advances shall be advanced by the Administrative Agent and each payment by the Borrowers any Borrower on account of Revolving Loans Advances shall be applied first to those Revolving Loans Advances advanced by the Administrative Agent. On or before 1:00 P.M.p.m., New York Dallas, Texas time, on each Settlement Date commencing with the first Settlement Date following the Restatement Effective Closing Date, the Administrative Agent and Lenders shall make certain payments as follows: (I) if the aggregate amount of new Revolving Loans Advances made by the Administrative Agent during the preceding Week (if any) exceeds the aggregate amount of repayments applied to outstanding Revolving Loans Advances during such preceding Week, then each Lender shall provide the Administrative Agent with immediately available funds in an amount equal to its applicable Pro Rata Commitment Percentage of the difference between (w) such Revolving Loans Advances and (x) such repayments and (II) if the aggregate amount of repayments applied to outstanding Revolving Loans Advances during such Week exceeds the aggregate amount of new Revolving Credit Loans Advances made during such Week, then the Administrative Agent shall provide each Lender with immediately available funds in an amount equal to its applicable Pro Rata Commitment Percentage of the difference between (y) such repayments and (z) such Revolving LoansAdvances. (ii) Each Lender shall be entitled to earn interest at the rate applicable to the rate Contract Rate on the outstanding Revolving Loans Advances which it has funded. (iii) Promptly following each Settlement Date, the Administrative Agent shall submit to each Lender a certificate with respect to payments received and Revolving Loans Advances made during the Week immediately preceding such Settlement Date. Such certificate of the Administrative Agent shall be conclusive in the absence of manifest error. (d) If any Lender or Participant (a “Benefited Lender”) shall at any time receive any payment of all or part of its Advances, or interest thereon, or receive any Collateral in respect thereof (whether voluntarily or involuntarily or by set-off) in a greater proportion than any such payment to and Collateral received by any other Lender, if any, in respect of such other Lender’s Advances, or interest thereon, and such greater proportionate payment or receipt of Collateral is not expressly permitted hereunder, such Benefited Lender shall purchase for cash from the other Lenders a participation in such portion of each such other Lender’s Advances, or shall provide such other Lender with the benefits of any such Collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such Collateral or proceeds ratably with each of the other Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Each Lender so purchasing a portion of another Lender’s Advances may exercise all rights of payment (including rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion. (e) Unless the Administrative Agent shall have been notified by telephone, confirmed in writing, by any Lender that such Lender will not make the amount which would constitute its applicable Pro Rata Commitment Percentage of the Revolving Loans Advances available to the Administrative Agent, the Administrative Agent may (but shall not be obligated to) assume that such Lender shall make such amount available to the Administrative Agent on the next Settlement Date and, in reliance upon such assumption, make available to the Borrowers a corresponding amount. The Administrative Agent will promptly notify the Borrowing Agent of its receipt of any such notice from a Lender. If such amount is made available to the Administrative Agent on a date after such next Settlement Date, such Lender shall pay to the Administrative Agent on demand an amount equal to the product of (i) the daily average Federal Funds Rate (computed on the basis of a year of 360 days) during such period as quoted by the Administrative Agent, times (ii) such amount, times (iii) the number of days from and including such Settlement Date to the date on which such amount becomes immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this paragraph (e) shall be conclusive, in the absence of manifest error. If such amount is not in fact made available to the Administrative Agent by such Lender within three (3) Business Days after such Settlement Date, the Administrative Agent shall be entitled to recover such an amount, with interest thereon at the rate per annum then applicable to such Revolving Loans Advances hereunder, on demand from the applicable BorrowerBorrowers; provided, however, that the Administrative Agent's ’s right to such recovery shall not prejudice or otherwise adversely affect the Borrower's Borrowers’ rights (if any) against such Lender.

Manner of Borrowing and Payment. (a) Each borrowing of Revolving Credit Borrowing Advances shall be advanced according to the applicable Pro Rata Commitment Percentages of the Revolving Credit Lenders. (b) Each payment (including each prepayment) by a Borrower on account of the principal of and interest on the Revolving Loans Advances, shall be applied to the Revolving Loans of such Borrower Advances pro rata according to the applicable Pro Rata Commitment Percentages of the Revolving Credit Lenders. Except as expressly provided herein, all payments (including prepayments) to be made by the Borrowers Borrower on account of principal, interest and fees (including with respect to the Term Loan) shall be made without set off or counterclaim and shall be made to the Administrative Agent on behalf of the Lenders or Term Lender, as the case may be, to the Payment Office, in each case on or prior to 1:00 P.M., 2:00 p.m. (New York City time), in Dollars and in immediately available funds. Payments (including prepayments) by Borrower shall be applied first to Domestic Rate Loans and then to Eurodollar Rate Loans in such order as to eliminate or minimize breakage costs to be paid by Borrower to Lenders or Term Lender pursuant to Section 2.2(g). (i) Notwithstanding anything to the contrary contained in Sections 2.03 or 2.05 (a2.13(a) and (b) hereof2.13(b), commencing with the first Business Day following the Restatement Effective Closing Date, each Revolving Loan borrowing of Advances shall be advanced by the Administrative Agent and each payment by the Borrowers Loan Parties on account of Revolving Loans Advances shall be applied first to those Revolving Loans Advances advanced by the Administrative Agent. On or before 1:00 P.M., 2:00 p.m. (New York City time, ) on each Settlement Date commencing with the first Settlement Date following the Restatement Effective Closing Date, the Administrative Agent and Lenders shall make certain payments as follows: (I) if the aggregate amount of new Revolving Loans Advances made by the Administrative Agent during the preceding Week (if any) exceeds the aggregate amount of repayments applied to outstanding Revolving Loans Advances during such preceding Week, then each Lender shall provide the Administrative Agent with immediately available funds in an amount equal to its applicable Pro Rata Commitment Percentage of the difference between (w) such Revolving Loans Advances and (x) such repayments and (II) if the aggregate amount of repayments applied to outstanding Revolving Loans Advances during such Week exceeds the aggregate amount of new Revolving Credit Loans Advances made during such Week, then the Administrative Agent shall provide each Lender with immediately available funds in an amount equal to its applicable Pro Rata Commitment Percentage of the difference between (y) such repayments and (z) such Revolving LoansAdvances. (ii) Each Lender shall be entitled to earn interest at the rate applicable to the rate Revolving Interest Rate on the outstanding Revolving Loans Advances which it has funded. (iii) Promptly following each Settlement Date, the Administrative Agent shall submit to each Lender a certificate with respect to payments received and Revolving Loans Advances made during the Week immediately preceding such Settlement Date. Such certificate of the Administrative Agent shall be conclusive in the absence of manifest error. (c) If any Lender or Participant (a “benefited Lender”) shall at any time receive any payment of all or part of its Advances, or interest thereon, or receive any Collateral in respect thereof (whether voluntarily or involuntarily or by set-off) in a greater proportion than any such payment to and Collateral received by any other Lender, if any, in respect of such other Lender’s Advances, or interest thereon, and such greater proportionate payment or receipt of Collateral is not expressly permitted hereunder, such benefited Lender shall purchase for cash from the other Lenders a participation in such portion of each such other Lender’s Advances, or shall provide such other Lender with the benefits of any such Collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such Collateral or proceeds ratably with each of Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Each Lender so purchasing a portion of another Lender’s Advances may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion. (d) Unless the Administrative Agent shall have been notified by telephone, confirmed in writing, by any Lender that such Lender will not make the amount which would constitute its applicable Pro Rata Commitment Percentage of the Revolving Loans Advances available to the Administrative Agent, the Administrative Agent may (but shall not be obligated to) assume that such Lender shall make such amount available to the Administrative Agent on the next Settlement Date and, in reliance upon such assumption, make available to the Borrowers Borrower a corresponding amount. The Administrative Agent will promptly notify the Borrowing Agent Borrower of its receipt of any such notice from a Lender. If such amount is made available to the Administrative Agent on a date after such next Settlement Date, such Lender shall pay to the Administrative Agent on demand an amount equal to the product of (i) the daily average Federal Funds Rate (computed on the basis of a year of 360 days) during such period as quoted by the Administrative Agent, times (ii) such amount, times (iii) the number of days from and including such Settlement Date to the date on which such amount becomes immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this paragraph (e) shall be conclusive, in the absence of manifest error. If such amount is not in fact made available to the Administrative Agent by such Lender within three (3) Business Days after such Settlement Date, the Administrative Agent shall be entitled to recover such an amount, with interest thereon at the rate per annum then applicable to such Revolving Loans Advances hereunder, on demand from the applicable Borrower; provided, however, that the Administrative Agent's ’s right to such recovery shall not prejudice or otherwise adversely affect the Borrower's ’s rights (if any) against such Lender.

Manner of Borrowing and Payment. (a) Each borrowing of Revolving Credit Borrowing Advances shall be advanced according to the applicable Pro Rata Commitment Percentages of Lenders. The Term Loan shall be advanced according to the Revolving Credit Commitment Percentages of Lenders. (b) Each payment (including each prepayment) by a Borrower on account of the principal of and interest on the Revolving Loans Advances, shall be applied to the Revolving Loans of such Borrower Advances pro rata according to the applicable Pro Rata Commitment Percentages of Lenders. Each payment (including each prepayment) by Borrower on account of the Revolving Credit principal of and interest on the Term Note, shall be made from or to, or applied to that portion of the Term Loan evidenced by the Term Note pro rata according to the Commitment Percentages of Lenders. Except as expressly provided herein, all payments (including prepayments) to be made by the Borrowers Borrower on account of principal, interest and fees shall be made without set off or counterclaim and shall be made to the Administrative Agent on behalf of the Lenders to the Payment Office, in each case on or prior to 1:00 P.M.p.m., New York time, in Dollars and in immediately available funds. (i) Notwithstanding anything to the contrary contained in Sections 2.03 or 2.05 (a2.19(a) and (b) hereof, commencing with the first Business Day following the Restatement Effective Closing Date, each borrowing of Revolving Loan Advances shall be advanced by the Administrative Agent and each payment by the Borrowers Borrower on account of Revolving Loans Advances shall be applied first to those Revolving Loans Advances advanced by the Administrative Agent. On or before 1:00 P.M.p.m., New York time, on each Settlement Date commencing with the first Settlement Date following the Restatement Effective Closing Date, the Administrative Agent and Lenders shall make certain payments as follows: (I) if the aggregate amount of new Revolving Loans Advances made by the Administrative Agent during the preceding Week (if any) exceeds the aggregate amount of repayments applied to outstanding Revolving Loans Advances during such preceding Week, then each Lender shall provide the Administrative Agent with immediately available funds in an amount equal to its applicable Pro Rata Commitment Percentage of the difference between (w) such Revolving Loans Advances and (x) such repayments and (II) if the aggregate amount of repayments applied to outstanding Revolving Loans Advances during such Week exceeds the aggregate amount of new Revolving Credit Loans Advances made during such Week, then the Administrative Agent shall provide each Lender with immediately available funds in an amount equal to its applicable Pro Rata Commitment Percentage of the difference between (y) such repayments and (z) such Revolving LoansAdvances. (ii) Each Lender shall be entitled to earn interest at the rate applicable to the rate Contract Rate on the outstanding Revolving Loans Advances which it has funded. (iii) Promptly following each Settlement Date, the Administrative Agent shall submit to each Lender a certificate with respect to payments received and Revolving Loans Advances made during the Week immediately preceding such Settlement Date. Such certificate of the Administrative Agent shall be conclusive in the absence of manifest error. (d) If any Lender or Participant (a “benefited Lender”) shall at any time receive any payment of all or part of its Advances, or interest thereon, or receive any Collateral in respect thereof (whether voluntarily or involuntarily or by set-off) in a greater proportion than any such payment to and Collateral received by any other Lender, if any, in respect of such other Lender’s Advances, or interest thereon, and such greater proportionate payment or receipt of Collateral is not expressly permitted hereunder, such benefited Lender shall purchase for cash from the other Lenders a participation in such portion of each such other Lender’s Advances, or shall provide such other Lender with the benefits of any such Collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such Collateral or proceeds ratably with each of the other Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Each Lender so purchasing a portion of another Lender’s Advances may exercise all rights of payment (including rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion. (e) Unless the Administrative Agent shall have been notified by telephone, confirmed in writing, by any Lender that such Lender will not make the amount which would constitute its applicable Pro Rata Commitment Percentage of the Revolving Loans Advances available to the Administrative Agent, the Administrative Agent may (but shall not be obligated to) assume that such Lender shall make such amount available to the Administrative Agent on the next Settlement Date and, in reliance upon such assumption, make available to the Borrowers Borrower a corresponding amount. The Administrative Agent will promptly notify the Borrowing Agent Borrower of its receipt of any such notice from a Lender. If such amount is made available to the Administrative Agent on a date after such next Settlement Date, such Lender shall pay to the Administrative Agent on demand an amount equal to the product of (i) the daily average Federal Funds Rate (computed on the basis of a year of 360 days) during such period as quoted by the Administrative Agent, times (ii) such amount, times (iii) the number of days from and including such Settlement Date to the date on which such amount becomes immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this paragraph (e) shall be conclusive, in the absence of manifest error. If such amount is not in fact made available to the Administrative Agent by such Lender within three (3) Business Days after such Settlement Date, the Administrative Agent shall be entitled to recover such an amount, with interest thereon at the rate per annum then applicable to such Revolving Loans Advances hereunder, on demand from the applicable Borrower; provided, however, that the Administrative Agent's ’s right to such recovery shall not prejudice or otherwise adversely affect the Borrower's ’s rights (if any) against such Lender.

Manner of Borrowing and Payment. (a) Each borrowing of Revolving Credit Borrowing Advances shall be advanced according to the applicable Pro Rata Commitment Percentages of Lenders. The Term Loan shall be advanced according to the Revolving Credit Commitment Percentages of Lenders. (b) Each payment (including each prepayment) by a Borrower Borrowers on account of the principal of and interest on the Revolving Loans Advances, shall be applied to the Revolving Loans of such Borrower Advances pro rata according to the applicable Pro Rata Commitment Percentages of Lenders. Each payment (including each prepayment) by Borrowers on account of the Revolving Credit principal of and interest on the Term Note, shall be made from or to, or applied to that portion of the Term Loan evidenced by the Term Note pro rata according to the Commitment Percentages of Lenders. Except as expressly provided herein, all payments (including prepayments) to be made by the Borrowers any Borrower on account of principal, interest and fees shall be made without set off or counterclaim and shall be made to the Administrative Agent on behalf of the Lenders to the Payment Office, in each case on or prior to 1:00 P.M., New York time, in Dollars and in immediately available funds. (i) Notwithstanding anything to the contrary contained in Sections 2.03 or 2.05 (a2.13(a) and (b) hereof, commencing with the first Business Day following the Restatement Effective Closing Date, each borrowing of Revolving Loan Advances shall be advanced by the Administrative Agent and each payment by the Borrowers any Borrower on account of Revolving Loans Advances shall be applied first to those Revolving Loans Advances advanced by the Administrative Agent. On or before 1:00 P.M., New York time, on each Settlement Date commencing with the first Settlement Date following the Restatement Effective Closing Date, the Administrative Agent and Lenders shall make certain payments as follows: (I) if the aggregate amount of new Revolving Loans Advances made by the Administrative Agent during the preceding Week (if any) exceeds the aggregate amount of repayments applied to outstanding Revolving Loans Advances during such preceding Week, then each Lender shall provide the Administrative Agent with immediately available funds in an amount equal to its applicable Pro Rata Commitment Percentage of the difference between (w) such Revolving Loans Advances and (x) such repayments and (II) if the aggregate amount of repayments applied to outstanding Revolving Loans Advances during such Week exceeds the aggregate amount of new Revolving Credit Loans Advances made during such Week, then the Administrative Agent shall provide each Lender with immediately available funds in an amount equal to its applicable Pro Rata Commitment Percentage of the difference between (y) such repayments and (z) such Revolving LoansAdvances. (ii) Each Lender shall be entitled to earn interest at the rate applicable to the rate Contract Rate on the outstanding Revolving Loans Advances which it has funded. (iii) Promptly following each Settlement Date, the Administrative Agent shall submit to each Lender a certificate with respect to payments received and Revolving Loans Advances made during the Week immediately preceding such Settlement Date. Such certificate of the Administrative Agent shall be conclusive in the absence of manifest error. (d) If any Lender or Participant (a "benefitted Lender") shall at any time receive any payment of all or part of its Advances, or interest thereon, or receive any Collateral in respect thereof (whether voluntarily or involuntarily or by set-off) in a greater proportion than any such payment to and Collateral received by any other Lender, if any, in respect of such other Lender's Advances, or interest thereon, and such greater proportionate payment or receipt of Collateral is not expressly permitted hereunder, such benefitted Lender shall purchase for cash from the other Lenders a participation in such portion of each such other Lender's Advances, or shall provide such other Lender with the benefits of any such Collateral, or the proceeds thereof, as shall be necessary to cause such benefitted Lender to share the excess payment or benefits of such Collateral or proceeds ratably with each of Lenders; PROVIDED, HOWEVER, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Each Lender so purchasing a portion of another Lender's Advances may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion. (e) Unless the Administrative Agent shall have been notified by telephone, confirmed in writing, by any Lender that such Lender will not make the amount which would constitute its applicable Pro Rata Commitment Percentage of the Revolving Loans Advances available to the Administrative Agent, the Administrative Agent may (but shall not be obligated to) assume that such Lender shall make such amount available to the Administrative Agent on the next Settlement Date and, in reliance upon such assumption, make available to the Borrowers a corresponding amount. The Administrative Agent will promptly notify the Borrowing Agent Borrowers of its receipt of any such notice from a Lender. If such amount is made available to the Administrative Agent on a date after such next Settlement Date, such Lender shall pay to the Administrative Agent on demand an amount equal to the product of (i) the daily average Federal Funds Rate (computed on the basis of a year of 360 days) during such period as quoted by the Administrative Agent, times (ii) such amount, times (iii) the number of days from and including such Settlement Date to the date on which such amount becomes immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this paragraph (e) shall be conclusive, in the absence of manifest error. If such amount is not in fact made available to the Administrative Agent by such Lender within three (3) Business Days after such Settlement Date, the Administrative Agent shall be entitled to recover such an amount, with interest thereon at the rate per annum then applicable to such Revolving Loans Advances hereunder, on demand from the applicable BorrowerBorrowers; providedPROVIDED, howeverHOWEVER, that the Administrative Agent's right to such recovery shall not prejudice or otherwise adversely affect the Borrower's Borrowers' rights (if any) against such Lender.

Manner of Borrowing and Payment. (a) Each borrowing of Revolving Credit Borrowing Advances shall be advanced according to the applicable Pro Rata Commitment Percentages of Lenders. Each borrowing of Equipment Loans shall be advanced according to the Revolving Credit applicable Commitment Percentages of Lenders. (b) Each payment (including each prepayment) by a Borrower on account of the principal of and interest on the Revolving Loans Advances, shall be applied to the Revolving Loans of such Borrower Advances pro rata according to the applicable Pro Rata Commitment Percentages of Lenders. Each payment (including each prepayment) by Borrower on account of the Revolving Credit principal of and interest on the Equipment Note, shall be applied to that portion of the Equipment Loan evidenced by the Equipment Note pro rata according to the Commitment Percentages of Lenders. Except as expressly provided herein, all payments (including prepayments) to be made by the Borrowers Borrower on account of principal, interest and fees shall be made without set off or counterclaim except as provided herein and shall be made to the Administrative Agent on behalf of the Lenders to the Payment Office, in each case on or prior to 1:00 2:00 P.M., New York time, in Dollars and in immediately available funds. (i) Notwithstanding anything to the contrary contained in Sections 2.03 or 2.05 (a2.10(a) and (b) hereof, commencing with the first Business Day following the Restatement Effective Closing Date, each borrowing of Revolving Loan Advances shall be advanced by the Administrative Agent and each payment by the Borrowers Borrower on account of Revolving Loans Advances shall be applied first to those Revolving Loans Advances advanced by the Administrative Agent. On or before 1:00 2:00 P.M., New York time, on each Settlement Date commencing with the first Settlement Date following the Restatement Effective Closing Date, the Administrative Agent and Lenders shall make certain payments as follows: (I) if the aggregate amount of new Revolving Loans Advances made by the Administrative Agent during the preceding Week (if any) exceeds the aggregate amount of repayments applied to outstanding Revolving Loans Advances during such preceding Week, then each Lender shall provide the Administrative Agent with immediately available funds in an amount equal to its applicable Pro Rata Commitment Percentage of the difference between (w) such Revolving Loans Advances and (x) such repayments and (II) if the aggregate amount of repayments applied to outstanding Revolving Loans Advances during such Week exceeds the aggregate amount of new Revolving Credit Loans Advances made during such Week, then the Administrative Agent shall provide each Lender with immediately available funds in an amount equal to its applicable Pro Rata Commitment Percentage of the difference between (y) such repayments and (z) such Revolving LoansAdvances. (ii) Each Lender shall be entitled to earn interest at the rate applicable to the rate Contract Rate on the outstanding Revolving Loans Advances which it has funded. (iii) Promptly following each Settlement Date, the Administrative Agent shall submit to each Lender a certificate with respect to payments received and Revolving Loans Advances made during the Week immediately preceding such Settlement Date. Such certificate of the Administrative Agent shall be conclusive in the absence of manifest error. (d) If any Lender or Participant (a "benefitted Lender") shall at any time receive any payment of all or part of its Advances, or interest thereon, or receive any Collateral in respect thereof (whether voluntarily or involuntarily or by set- off) in a greater proportion than any such payment to and Collateral received by any other Lender, if any, in respect of such other Lender's Advances, or interest thereon, and such greater proportionate payment or receipt of Collateral is not expressly permitted hereunder, such benefitted Lender shall purchase for cash from the other Lenders a participation in such portion of each such other Lender's Advances, or shall provide such other Lender with the benefits of any such Collateral, or the proceeds thereof, as shall be necessary to cause such benefitted Lender to share the excess payment or benefits of such Collateral or proceeds ratably with each of the other Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Each Lender so purchasing a portion of another Lender's Advances may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion. (e) Unless the Administrative Agent shall have been notified by telephone, confirmed in writing, by any Lender that such Lender will not make the amount which would constitute its applicable Pro Rata Commitment Percentage of the Revolving Loans Advances available to the Administrative Agent, the Administrative Agent may (but shall not be obligated to) assume that such Lender shall make such amount available to the Administrative Agent on the next Settlement Date and, in reliance upon such assumption, make available to the Borrowers Borrower a corresponding amount. The Administrative Agent will promptly notify the Borrowing Agent Borrower of its receipt of any such notice from a Lender. If such amount is made available to the Administrative Agent on a date after such next Settlement Date, such Lender shall pay to the Administrative Agent on demand an amount equal to the product of (i) the daily average Federal Funds Rate (computed on the basis of a year of 360 days) during such period as quoted by the Administrative Agent, times (ii) such amount, times (iii) the number of days from and including such Settlement Date to the date on which such amount becomes immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this paragraph (e) shall be conclusive, in the absence of manifest error. If such amount is not in fact made available to the Administrative Agent by such Lender within three (3) Business Days after such Settlement Date, the Administrative Agent shall be entitled to recover such an amount, with interest thereon at the rate per annum then applicable to such Revolving Loans Advances hereunder, on demand from the applicable Borrower; provided, however, that the Administrative Agent's right to such recovery shall not prejudice or otherwise adversely affect the Borrower's rights (if any) against such Lender.

Manner of Borrowing and Payment. (a) Each borrowing of Revolving Credit Borrowing Advances shall be advanced according to the applicable Pro Rata Commitment Percentages of Lenders. The Term Loan shall be advanced according to the Revolving Credit Commitment Percentages of Lenders. (b) Each payment (including each prepayment) by a Borrower Borrowers on account of the principal of and interest on the Revolving Loans Advances, shall be applied to the Revolving Loans of such Borrower Advances pro rata according to the applicable Pro Rata Commitment Percentages of Lenders. Each payment (including each prepayment) by Borrowers on account of the Revolving Credit principal of and interest on the Term Note, shall be made from or to, or applied to that portion of the Term Loan evidenced by the Term Note pro rata according to the Commitment Percentages of Lenders. Except as expressly provided herein, all payments (including prepayments) to be made by the Borrowers Borrower on account of principal, interest and fees shall be made without set off or counterclaim and shall be made to the Administrative Agent on behalf of the Lenders to the Payment Office, in each case on or prior to 1:00 P.M., New York time, in Dollars and in immediately available funds. (i) Notwithstanding anything to the contrary contained in Sections 2.03 or 2.05 (a2.12(a) and (b) hereof, commencing with the first Business Day following the Restatement Effective Closing Date, each borrowing of Revolving Loan Advances shall be advanced by the Administrative Agent and each payment by the Borrowers any Borrower on account of Revolving Loans Advances shall be applied first to those Revolving Loans advanced Advances made by the Administrative Agent. On or before 1:00 P.M., New York time, on each Settlement Date commencing with the first Settlement Date following the Restatement Effective Closing Date, the Administrative Agent and Lenders shall make certain payments as follows: (I) if the aggregate amount of new Revolving Loans Advances made by the Administrative Agent during the preceding Week (if any) exceeds the aggregate amount of repayments applied to outstanding Revolving Loans Advances during such preceding Week, then each Lender shall provide the Administrative Agent with immediately available funds in an amount equal to its applicable Pro Rata Commitment Percentage of the difference between (w) such Revolving Loans Advances and (x) such repayments and (II) if the aggregate amount of repayments applied to outstanding Revolving Loans Advances during such Week exceeds the aggregate amount of new Revolving Credit Loans Advances made during such Week, then the Administrative Agent shall provide each Lender with immediately available funds in an amount equal to its applicable Pro Rata Commitment Percentage of the difference between (y) such repayments and (z) such Revolving LoansAdvances. (ii) Each Lender shall be entitled to earn interest at the rate applicable to the rate Contract Rate on the outstanding Revolving Loans Advances which it has funded. (iii) Promptly following each Settlement Date, the Administrative Agent shall submit to each Lender a certificate with respect to payments received and Revolving Loans Advances made during the Week immediately preceding such Settlement Date. Such certificate of the Administrative Agent shall be conclusive in the absence of manifest error. (d) If any Lender or Participant (a "benefitted Lender") shall at any time receive any payment of all or part of its Advances, or interest thereon, or receive any Collateral in respect thereof (whether voluntarily or involuntarily or by set-off) in a greater proportion than any such payment to and Collateral received by any other Lender, if any, in respect of such other Lender's Advances, or interest thereon, and such greater proportionate payment or receipt of Collateral is not expressly permitted hereunder, such benefitted Lender shall purchase for cash from the other Lenders a participation in such portion of each such other Lender's Advances, or shall provide such other Lender with the benefits of any such Collateral, or the proceeds thereof, as shall be necessary to cause such benefitted Lender to share the excess payment or benefits of such Collateral or proceeds ratably with each of Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Each Lender so purchasing a portion of another Lender's Advances may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion. (e) Unless the Administrative Agent shall have been notified by telephone, confirmed in writing, by any Lender that such Lender will not make the amount which would constitute its applicable Pro Rata Commitment Percentage of the Revolving Loans Advances available to the Administrative Agent, the Administrative Agent may (but shall not be obligated to) assume that such Lender shall make such amount available to the Administrative Agent on the next Settlement Date and, in reliance upon such assumption, make available to the Borrowers a corresponding amount. The Administrative Agent will promptly notify the Borrowing Agent Borrowers of its receipt of any such notice from a Lender. If such amount is made available to the Administrative Agent on a date after such next a Settlement Date, such Lender shall pay to the Administrative Agent on demand an amount equal to the product of (i) the daily average Federal Funds Rate (computed on the basis of a year of 360 days) during such period as quoted by the Administrative Agent, times (ii) such amount, times (iii) the number of days from and including such Settlement Date to the date on which such amount becomes immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this paragraph (e) shall be conclusive, in the absence of manifest error. If such amount is not in fact made available to the Administrative Agent by such Lender within three (3) Business Days after such Settlement Date, the Administrative Agent shall be entitled to recover such an amount, with interest thereon at the rate per annum then applicable to such Revolving Loans Advances hereunder, on demand from the applicable BorrowerBorrowers; provided, however, that the Administrative Agent's right to such recovery shall not prejudice or otherwise adversely affect the Borrower's Borrowers' rights (if any) against such Lender.

Manner of Borrowing and Payment. (a) Each borrowing of Revolving Credit Borrowing Facility Advances shall be advanced according to the applicable Pro Rata Commitment Percentages of Lenders. The Term Loan shall be advanced according to the Revolving Credit Commitment Percentages of Lenders. (b) . Each payment (including each prepayment) by a Borrower on account of the principal of and interest on the Revolving Loans Credit Facility Advances, shall be applied to the Revolving Loans of such Borrower Credit Facility Advances pro rata according to the applicable Pro Rata Commitment Percentages of Lenders. Each payment (including each prepayment) by Borrower on account of the Revolving Credit principal of and interest on the Term Note, shall be made from or to, or applied to that portion of the Term Loan evidenced by the Term Note pro rata according to the Commitment Percentages of Lenders. Except as expressly provided herein, all payments (including prepayments) to be made by the Borrowers Borrower on account of principal, interest and fees shall be made without set off or counterclaim and shall be made to the Administrative Agent on behalf of the Lenders to the Payment Office, in each case on or prior to 1:00 P.M., New York time, in Dollars and in immediately available funds. (i) . Notwithstanding anything to the contrary contained in Sections 2.03 or 2.05 (a2.10(a) and (b) hereof), commencing with the first Business Day following the Restatement Effective Closing Date, each borrowing of Revolving Loan Credit Facility Advances shall be advanced by the Administrative Agent and each payment by the Borrowers Borrower on account of Revolving Loans Credit Facility Advances shall be applied first to those Revolving Loans Credit Facility Advances advanced by the Administrative Agent. On or before 1:00 P.M., New York time, on each Settlement Date commencing with the first Settlement Date following the Restatement Effective Closing Date, the Administrative Agent and Lenders shall make certain payments as follows: (I) if the aggregate amount of new Revolving Loans Credit Facility Advances made by the Administrative Agent during the preceding Week (if any) exceeds the aggregate amount of repayments applied to outstanding Revolving Loans Credit Facility Advances during such preceding Week, then each Lender shall provide the Administrative Agent with immediately available funds in an amount equal to its applicable Pro Rata Commitment Percentage of the difference between (w) such Revolving Loans Credit Facility Advances and (x) such repayments and (II) if the aggregate amount of repayments applied to outstanding Revolving Loans Credit Facility Advances during such Week exceeds the aggregate amount of new Revolving Credit Loans Facility Advances made during such Week, then the Administrative Agent shall provide each Lender with immediately available funds in an amount equal to its applicable Pro Rata Commitment Percentage of the difference between (y) such repayments and (z) such Revolving Loans. (ii) Credit Facility Advances. Each Lender shall be entitled to earn interest at the rate applicable to the rate Applicable Interest Rate on the outstanding Revolving Loans which it Advances that such Lender has funded. (iii) . Promptly following each Settlement Date, the Administrative Agent shall submit to each Lender a certificate with respect to payments received and Revolving Loans Advances made during the Week immediately preceding such Settlement Date. Such certificate of the Administrative Agent shall be conclusive in the absence of manifest error. . If any Lender or Participant (da "benefited Lender") shall at any time receive any payment of all or part of its Advances, or interest thereon, or receive any Collateral in respect thereof (whether voluntarily or involuntarily or by set-off) in a greater proportion than any such payment to and Collateral received by any other Lender, if any, in respect of such other Lender's Advances, or interest thereon, and such greater proportionate payment or receipt of Collateral is not expressly permitted hereunder, such benefited Lender shall purchase for cash from the other Lenders a participation in such portion of each such other Lender's Advances, or shall provide such other Lender with the benefits of any such Collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such Collateral or proceeds ratably with each of the other Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Each Lender so purchasing a portion of another Lender's Advances may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion. Unless the Administrative Agent shall have been notified by telephone, confirmed in writing, by any Lender that such Lender will not make the amount which that would constitute its applicable Pro Rata Commitment Percentage of the Revolving Loans Advances available to the Administrative Agent, the Administrative Agent may (but shall not be obligated to) assume that such Lender shall make such amount available to the Administrative Agent on the next Settlement Date and, in reliance upon such assumption, make available to the Borrowers Borrower a corresponding amount. The Administrative Agent will promptly notify the Borrowing Agent Borrower of its receipt of any such notice from a Lender. If such amount is made available to the Administrative Agent on a date after such next Settlement Date, such Lender shall pay to the Administrative Agent on demand an amount equal to the product of (i) the daily average Federal Funds Rate (computed on the basis of a year of 360 three hundred and sixty (360) days) during such period as quoted by the Administrative Agent, times (ii) such amount, times (iii) the number of days from and including such Settlement Date to the date on which such amount becomes immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this paragraph Section 2.10(e) shall be conclusive, in the absence of manifest error. If such amount is not in fact made available to the Administrative Agent by such Lender within three (3) Business Days after such Settlement Date, the Administrative Agent shall be entitled to recover such an amount, with interest thereon at the rate per annum then applicable to such Revolving Loans Credit Facility Advances hereunder, on demand from the applicable Borrower; provided, however, that the Administrative Agent's right to such recovery shall not prejudice or otherwise adversely affect the Borrower's rights (if any) against such Lender.

Manner of Borrowing and Payment. (a) Each borrowing of Revolving Credit Borrowing Advances shall be advanced according to the applicable Pro Rata Commitment Percentages of the Revolving Credit Lenders. (b) Each payment (including each prepayment) by a any Borrower on account of the principal of and interest on the Revolving Loans Advances, shall be applied to the Revolving Loans of such Borrower Advances pro rata according to the applicable Pro Rata Commitment Percentages of the Revolving Credit Lenders. Except as expressly provided herein, all payments (including prepayments) to be made by the Borrowers any Borrower on account of principal, interest and fees shall be made without set off or counterclaim and shall be made to the Administrative Agent on behalf of the Lenders to the Payment Office, in each case on or prior to 1:00 P.M.p.m., New York Dallas, Texas time, in Dollars and in immediately available funds. (i) Notwithstanding anything to the contrary contained in Sections 2.03 or 2.05 (a2.20(a) and (b) hereof, commencing with the first Business Day following the Restatement Effective Restated Closing Date, each borrowing of Revolving Loan Advances shall be advanced by the Administrative Agent and each payment by the Borrowers any Borrower on account of Revolving Loans Advances shall be applied first to those Revolving Loans Advances advanced by the Administrative Agent. On or before 1:00 P.M.p.m., New York Dallas, Texas time, on each Settlement Date commencing with the first Settlement Date following the Restatement Effective Restated Closing Date, the Administrative Agent and Lenders shall make certain payments as follows: (I) if the aggregate amount of new Revolving Loans Advances made by the Administrative Agent during the preceding Week (if any) exceeds the aggregate amount of repayments applied to outstanding Revolving Loans Advances during such preceding Week, then each Lender shall provide the Administrative Agent with immediately available funds in an amount equal to its applicable Pro Rata Commitment Percentage of the difference between (w) such Revolving Loans Advances and (x) such repayments and (II) if the aggregate amount of repayments applied to outstanding Revolving Loans Advances during such Week exceeds the aggregate amount of new Revolving Credit Loans Advances made during such Week, then the Administrative Agent shall provide each Lender with immediately available funds in an amount equal to its applicable Pro Rata Commitment Percentage of the difference between (y) such repayments and (z) such Revolving LoansAdvances. (ii) Each Lender shall be entitled to earn interest at the rate applicable to the rate Contract Rate on the outstanding Revolving Loans Advances which it has funded. (iii) Promptly following each Settlement Date, the Administrative Agent shall submit to each Lender a certificate with respect to payments received and Revolving Loans Advances made during the Week immediately preceding such Settlement Date. Such certificate of the Administrative Agent shall be conclusive in the absence of manifest error. (d) If any Lender or Participant (a “Benefited Lender”) shall at any time receive any payment of all or part of its Advances, or interest thereon, or receive any Collateral in respect thereof (whether voluntarily or involuntarily or by set-off) in a greater proportion than any such payment to and Collateral received by any other Lender, if any, in respect of such other Lender’s Advances, or interest thereon, and such greater proportionate payment or receipt of Collateral is not expressly permitted hereunder, such Benefited Lender shall purchase for cash from the other Lenders a participation in such portion of each such other Lender’s Advances, or shall provide such other Lender with the benefits of any such Collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such Collateral or proceeds ratably with each of the other Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Each Lender so purchasing a portion of another Lender’s Advances may exercise all rights of payment (including rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion. (e) Unless the Administrative Agent shall have been notified by telephone, confirmed in writing, by any Lender that such Lender will not make the amount which would constitute its applicable Pro Rata Commitment Percentage of the Revolving Loans Advances available to the Administrative Agent, the Administrative Agent may (but shall not be obligated to) assume that such Lender shall make such amount available to the Administrative Agent on the next Settlement Date and, in reliance upon such assumption, make available to the Borrowers a corresponding amount. The Administrative Agent will promptly notify the Borrowing Agent of its receipt of any such notice from a Lender. If such amount is made available to the Administrative Agent on a date after such next Settlement Date, such Lender shall pay to the Administrative Agent on demand an amount equal to the product of (i) the daily average Federal Funds Rate (computed on the basis of a year of 360 days) during such period as quoted by the Administrative Agent, times (ii) such amount, times (iii) the number of days from and including such Settlement Date to the date on which such amount becomes immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this paragraph (e) shall be conclusive, in the absence of manifest error. If such amount is not in fact made available to the Administrative Agent by such Lender within three (3) Business Days after such Settlement Date, the Administrative Agent shall be entitled to recover such an amount, with interest thereon at the rate per annum then applicable to such Revolving Loans Advances hereunder, on demand from the applicable BorrowerBorrowers; provided, however, that the Administrative Agent's ’s right to such recovery shall not prejudice or otherwise adversely affect the Borrower's Borrowers’ rights (if any) against such Lender.

Manner of Borrowing and Payment. (a) Each borrowing of Revolving Credit Borrowing Advances shall be advanced according to the applicable Pro Rata Commitment Percentages of Lenders. The Term Loan shall be advanced according to the Revolving Credit Commitment Percentages of Lenders. (b) Each payment (including each prepayment) by a any Borrower on account of the principal of and interest on the Revolving Loans Advances, shall be applied to the Revolving Loans of such Borrower Advances pro rata according to the applicable Pro Rata Commitment Percentages of Lenders. Each payment (including each prepayment) by any Borrower on account of the Revolving Credit principal of and interest on the Term Note, shall be made from or to, or applied to that portion of the Term Loan evidenced by the Term Note pro rata according to the Commitment Percentages of Lenders. Except as expressly provided herein, all payments (including prepayments) to be made by the Borrowers any Borrower on account of principal, interest and fees shall be made without set off or counterclaim and shall be made to the Administrative Agent on behalf of the Lenders to the Payment Office, in each case on or prior to 1:00 P.M., New York timep.m., in Dollars and in immediately available funds. (i) Notwithstanding anything to the contrary contained in Sections 2.03 or 2.05 (a2.20(a) and (b) hereof, commencing with the first Business Day following the Restatement Effective Closing Date, each borrowing of Revolving Loan Advances shall be advanced by the Administrative Agent and each payment by the Borrowers any Borrower on account of Revolving Loans Advances shall be applied first to those Revolving Loans Advances advanced by the Administrative Agent. On or before 1:00 P.M., New York timep.m., on each Settlement Date commencing with the first Settlement Date following the Restatement Effective Closing Date, the Administrative Agent and Lenders shall make certain payments as follows: (I) if the aggregate amount of new Revolving Loans Advances made by the Administrative Agent during the preceding Week (if any) exceeds the aggregate amount of repayments applied to outstanding Revolving Loans Advances during such preceding Week, then each Lender shall provide the Administrative Agent with immediately available funds in an amount equal to its applicable Pro Rata Commitment Percentage of the difference between (w) such Revolving Loans Advances and (x) such repayments and (II) if the aggregate amount of repayments applied to outstanding Revolving Loans Advances during such Week exceeds the aggregate amount of new Revolving Credit Loans Advances made during such Week, then the Administrative Agent shall provide each Lender with immediately available funds in an amount equal to its applicable Pro Rata Commitment Percentage of the difference between (y) such repayments and (z) such Revolving LoansAdvances. (ii) Each Lender shall be entitled to earn interest at the rate applicable to the rate Revolving Interest Rate on the outstanding Revolving Loans Advances which it has funded. (iii) Promptly following each Settlement Date, the Administrative Agent shall submit to each Lender a certificate with respect to payments received and Revolving Loans Advances made during the Week immediately preceding such Settlement Date. Such certificate of the Administrative Agent shall be conclusive in the absence of manifest error. (d) If any Lender or Participant (a “benefited Lender”) shall at any time receive any payment of all or part of its Advances, or interest thereon, or receive any Collateral in respect thereof (whether voluntarily or involuntarily or by set-off) in a greater proportion than any such payment to and Collateral received by any other Lender, if any, in respect of such other Lender’s Advances, or interest thereon, and such greater proportionate payment or receipt of Collateral is not expressly permitted hereunder, such benefited Lender shall purchase for cash from the other Lenders a participation in such portion of each such other Lender’s Advances, or shall provide such other Lender with the benefits of any such Collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such Collateral or proceeds ratably with each of the other Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Each Lender so purchasing a portion of another Lender’s Advances may exercise all rights of payment (including rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion. (e) Unless the Administrative Agent shall have been notified by telephone, confirmed in writing, by any Lender that such Lender will not make the amount which would constitute its applicable Pro Rata Commitment Percentage of the Revolving Loans Advances available to the Administrative Agent, the Administrative Agent may (but shall not be obligated to) assume that such Lender shall make such amount available to the Administrative Agent on the next Settlement Date and, in reliance upon such assumption, make available to the Borrowers a corresponding amount. The Administrative Agent will promptly notify the Borrowing Agent of its receipt of any such notice from a Lender. If such amount is made available to the Administrative Agent on a date after such next Settlement Date, such Lender shall pay to the Administrative Agent on demand an amount equal to the product of (i) the daily average Federal Funds Rate (computed on the basis of a year of 360 days) during such period as quoted by the Administrative Agent, times (ii) such amount, times (iii) the number of days from and including such Settlement Date to the date on which such amount becomes immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this paragraph (e) shall be conclusive, in the absence of manifest error. If such amount is not in fact made available to the Administrative Agent by such Lender within three (3) Business Days after such Settlement Date, the Administrative Agent shall be entitled to recover such an amount, with interest thereon at the rate per annum then applicable to such Revolving Loans Advances hereunder, on demand from the applicable BorrowerBorrowers; provided, however, that the Administrative Agent's ’s right to such recovery shall not prejudice or otherwise adversely affect the Borrower's Borrowers’ rights (if any) against such Lender.

Manner of Borrowing and Payment. (a) Each borrowing of Revolving Credit Borrowing Advances shall be advanced according to the applicable Pro Rata Commitment Percentages of the Revolving Credit Lenders. (b) Each payment (including each prepayment) by a any Borrower on account of the principal of and interest on the Revolving Loans Advances, shall be applied to the Revolving Loans of such Borrower Advances pro rata according to the applicable Pro Rata Commitment Percentages of the Revolving Credit Lenders. Except as expressly provided herein, all payments (including prepayments) to be made by the Borrowers any Borrower on account of principal, interest and fees shall be made without set off or counterclaim (but such payment shall not constitute a waiver of any such counterclaim) and shall be made to the Administrative Agent on behalf of the Lenders to the Payment Office, in each case on or prior to 1:00 P.M., New York time, P.M. in Dollars and in immediately available funds. (i) Notwithstanding anything to the contrary contained in Sections 2.03 or 2.05 (a2.20(a) and (b) hereof), commencing with the first Business Day following the Restatement Effective Closing Date, each borrowing of Revolving Loan Advances shall be advanced by the Administrative Agent and each payment by the Borrowers any Borrower on account of Revolving Loans Advances shall be applied first to those Revolving Loans Advances advanced by the Administrative Agent. On or before 1:00 P.M., New York time, P.M. on each Settlement Date commencing with the first Settlement Date following the Restatement Effective Closing Date, the Administrative Agent and Lenders shall make certain payments as follows: (I) if the aggregate amount of new Revolving Loans Advances made by the Administrative Agent during the preceding Week (if any) exceeds the aggregate amount of repayments applied to outstanding Revolving Loans Advances during such preceding Week, then each Lender shall provide the Administrative Agent with immediately available funds in an amount equal to its applicable Pro Rata Commitment Percentage of the difference between (w) such Revolving Loans Advances and (x) such repayments and (II) if the aggregate amount of repayments applied to outstanding Revolving Loans Advances during such Week exceeds the aggregate amount of new Revolving Credit Loans Advances made during such Week, then the Administrative Agent shall provide each Lender with immediately available funds in an amount equal to its applicable Pro Rata Commitment Percentage of the difference between (y) such repayments and (z) such Revolving LoansAdvances. (iii) Each Lender shall be entitled to earn interest at the rate applicable to the rate Revolving Interest Rate on the outstanding Revolving Loans Advances which it has funded. (iiiii) Promptly following each Settlement Date, the Administrative Agent shall submit to each Lender a certificate with respect to payments received and Revolving Loans Advances made during the Week immediately preceding such Settlement Date. Such certificate of the Administrative Agent shall be conclusive in the absence of manifest error. (d) If any Lender or Participant (a “Benefited Lender”) shall at any time receive any payment of all or part of its Advances, or interest thereon, or receive any Collateral in respect thereof (whether voluntarily or involuntarily or by set-off) in a greater proportion than any such payment to and Collateral received by any other Lender, if any, in respect of such other Lender’s Advances, or interest thereon, and such greater proportionate payment or receipt of Collateral is not expressly permitted hereunder, such Benefited Lender shall purchase for cash from the other Lenders a participation in such portion of each such other Lender’s Advances, or shall provide such other Lender with the benefits of any such Collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such Collateral or proceeds ratably with each of the other Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Each Lender so purchasing a portion of another Lender’s Advances may exercise all rights of payment (including rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion. (e) Unless the Administrative Agent shall have been notified by telephone, confirmed in writing, by any Lender that such Lender will not make the amount which would constitute its applicable Pro Rata Commitment Percentage of the Revolving Loans Advances available to the Administrative Agent, the Administrative Agent may (but shall not be obligated to) assume that such Lender shall make such amount available to the Administrative Agent on the next Settlement Date and, in reliance upon such assumption, make available to the Borrowers a corresponding amount. The Administrative Agent will promptly notify the Borrowing Agent of its receipt of any such notice from a Lender. If such amount is made available to the Administrative Agent on a date after such next Settlement Date, such Lender shall pay to the Administrative Agent on demand an amount equal to the product of (i) the daily average Federal Funds Rate (computed on the basis of a year of 360 days) during such period as quoted by the Administrative Agent, times (ii) such amount, times (iii) the number of days from and including such Settlement Date to the date on which such amount becomes immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this paragraph (e) shall be conclusive, in the absence of manifest error. If such amount is not in fact made available to the Administrative Agent by such Lender within three (3) Business Days after such Settlement Date, the Administrative Agent shall be entitled to recover such an amount, with interest thereon at the rate per annum then applicable to such Revolving Loans Advances hereunder, on demand from the applicable BorrowerBorrowers; provided, however, that the Administrative Agent's ’s right to such recovery shall not prejudice or otherwise adversely affect the Borrower's Borrowers’ rights (if any) against such Lender.

Manner of Borrowing and Payment. (a) 2.14.1 Each borrowing of Revolving Credit Borrowing Advances shall be advanced according to the applicable Pro Rata Commitment Percentages of Lenders. The Term Loan shall be advanced according to the Revolving Credit Commitment Percentages of Lenders. (b) 2.14.2 Each payment (including each prepayment) by a Borrower on account of the principal of and interest on the Revolving Loans Advances, shall be applied to the Revolving Loans of such Borrower Advances pro rata according to the applicable Pro Rata Commitment Percentages of Lenders. Each payment (including each prepayment) by Borrower on account of the Revolving Credit principal of and interest on the Term Note, shall be made from or to, or applied to that portion of the Term Loan evidenced by the Term Note pro rata according to the Commitment Percentages of Lenders. Except as expressly provided herein, all payments (including prepayments) to be made by the Borrowers Borrower on account of principal, interest and fees shall be made without set off or counterclaim and shall be made to the Administrative Agent on behalf of the Lenders to the Payment Office, in each case on or prior to 1:00 P.M., New York time, in Dollars and in immediately available funds. (i) Notwithstanding anything to the contrary contained in Sections 2.03 or 2.05 (a) 2.14.1 and (b) 2.14.2 hereof, commencing with the first Business Day following the Restatement Effective Closing Date, each borrowing of Revolving Loan Advances shall be advanced by the Administrative Agent and each payment by the Borrowers Borrower on account of Revolving Loans Advances shall be applied first to those Revolving Loans Advances advanced by the Administrative Agent. On or before 1:00 P.M.P.M, New York time, on each Settlement Date commencing with the first Settlement Date following the Restatement Effective Closing Date, the Administrative Agent and Lenders shall make certain payments as follows: (I) if the aggregate amount of new Revolving Loans Advances made by the Administrative Agent during the preceding Week (if any) exceeds the aggregate amount of repayments applied to outstanding Revolving Loans Advances during such preceding Week, then each Lender shall provide the Administrative Agent with immediately available funds in an amount equal to its applicable Pro Rata Commitment Percentage of the difference between (w) such Revolving Loans Advances and (x) such repayments and (II) if the aggregate amount of repayments applied to outstanding Revolving Loans Advances during such Week exceeds the aggregate amount of new Revolving Credit Loans Advances made during such Week, then the Administrative Agent shall provide each Lender with immediately available funds in an amount equal to its applicable Pro Rata Commitment Percentage of the difference between (y) such repayments and (z) such Revolving Loans. Advances; (ii) Each each Lender shall be entitled to earn interest at the rate applicable to the rate Contract Rate on the outstanding Revolving Loans Advances which it has funded. ; or (iii) Promptly promptly following each Settlement Date, the Administrative Agent shall submit to each Lender a certificate with respect to payments received and Revolving Loans Advances made during the Week immediately preceding such Settlement Date. Such certificate of the Administrative Agent shall be conclusive in the absence of manifest error. 2.14.4 If any Lender or Participant (da "benefitted Lender") shall at any time receive any payment of all or part of its Advances, or interest thereon, or receive any Collateral in respect thereof (whether voluntarily or involuntarily or by set-off) in a greater proportion than any such payment to and Collateral received by any other Lender, if any, in respect of such other Lender's Advances, or interest thereon, and such greater proportionate payment or receipt of Collateral is not expressly permitted hereunder, such benefitted Lender shall purchase for cash from the other Lenders a participation in such portion of each such other Lender's Advances, or shall provide such other Lender with the benefits of any such Collateral, or the proceeds thereof, as shall be necessary to cause such benefitted Lender to share the excess payment or benefits of such Collateral or proceeds ratably with each of the other Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Each Lender so purchasing a portion of another Lender's Advances may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion. 2.14.5 Unless the Administrative Agent shall have been notified by telephone, confirmed in writing, by any Lender that such Lender will not make the amount which would constitute its applicable Pro Rata Commitment Percentage of the Revolving Loans Advances available to the Administrative Agent, the Administrative Agent may (but shall not be obligated to) assume that such Lender shall make such amount available to the Administrative Agent on the next Settlement Date and, in reliance upon such assumption, make available to the Borrowers Borrower a corresponding amount. The Administrative Agent will promptly notify the Borrowing Agent Borrower of its receipt of any such notice from a Lender. If such amount is made available to the Administrative Agent on a date after such next Settlement Date, such Lender shall pay to the Administrative Agent on demand an amount equal to the product of (i) the daily average Federal Funds Rate (computed on the basis of a year of 360 days) during such period as quoted by the Administrative Agent, times (ii) such amount, times (iii) the number of days from and including such Settlement Date to the date on which such amount becomes immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this paragraph (e) shall be conclusive, in the absence of manifest error. If such amount is not in fact made available to the Administrative Agent by such Lender within three (3) Business Days after such Settlement Date, the Administrative Agent shall be entitled to recover such an amount, with interest thereon at the rate per annum then applicable to such Revolving Loans Advances hereunder, on demand from the applicable Borrower; provided, however, that the Administrative Agent's right to such recovery shall not prejudice or otherwise adversely affect the Borrower's rights (if any) against such Lender.

Manner of Borrowing and Payment. (a) Each borrowing of Revolving Credit Borrowing Advances shall be advanced according to the applicable Pro Rata Commitment Percentages of the Revolving Credit Lenders. (b) Each payment (including each prepayment) by a Borrower on account of the principal of and interest on the Revolving Loans Advances shall be applied to the Revolving Loans of such Borrower Advances pro rata according to the applicable Pro Rata Commitment Percentages of the Revolving Credit Lenders. Except as expressly provided herein, all payments (including prepayments) to be made by the Borrowers on account of principal, interest and fees shall be made without set off or counterclaim and shall be made to the Administrative Agent on behalf of the Lenders to the Payment Office, in each case on or prior to 1:00 P.M., p.m. (New York time), in Dollars and in immediately available funds. (i) Notwithstanding anything to the contrary contained in Sections 2.03 or 2.05 (a2.12(a) and (b) hereof2.12(b), commencing with the first Business Day following the Restatement Effective Closing Date, each borrowing of Revolving Loan Advances shall be advanced by the Administrative Agent and each payment by the Borrowers any Borrower on account of Revolving Loans Advances shall be applied first to those Revolving Loans Advances advanced by the Administrative Agent. On or before 1:00 P.M., p.m. (New York time, ) on each Settlement Date commencing with the first Settlement Date following the Restatement Effective Closing Date, the Administrative Agent and Lenders shall make certain payments as follows: (I) if the aggregate amount of new Revolving Loans Advances made by the Administrative Agent during the preceding Week (if any) exceeds the aggregate amount of repayments applied to outstanding Revolving Loans Advances during such preceding Week, then each Lender shall provide the Administrative Agent with immediately available funds in an amount equal to its applicable Pro Rata Commitment Percentage of the difference between (w) such Revolving Loans Advances and (x) such repayments and (II) if the aggregate amount of repayments applied to outstanding Revolving Loans Advances during such Week exceeds the aggregate amount of new Revolving Credit Loans Advances made during such Week, then the Administrative Agent shall provide each Lender with immediately available funds in an amount equal to its applicable Pro Rata Commitment Percentage of the difference between (y) such repayments and (z) such Revolving LoansAdvances. (ii) Each Lender shall be entitled to earn interest at the rate applicable to the rate Revolving Interest Rate on the outstanding Revolving Loans Advances which it has funded. (iii) Promptly following each Settlement Date, the Administrative Agent shall submit to each Lender a certificate with respect to payments received and Revolving Loans Advances made during the Week immediately preceding such Settlement Date. Such certificate of the Administrative Agent shall be conclusive in the absence of manifest error. (d) If any Lender or Participant (a “Benefited Lender”) shall at any time receive any payment of all or part of its Advances, or interest thereon, or receive any Collateral in respect thereof (whether voluntarily or involuntarily or by set-off) in a greater proportion than any such payment to and Collateral received by any other Lender, if any, in respect of such other Lender’s Advances, or interest thereon, and such greater proportionate payment or receipt of Collateral is not expressly permitted hereunder, such Benefited Lender shall purchase for cash from the other Lenders a participation in such portion of each such other Lender’s Advances, or shall provide such other Lender with the benefits of any such Collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such Collateral or proceeds ratably with each of Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Each Lender so purchasing a portion of another Lender’s Advances may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion. (e) Unless the Administrative Agent shall have been notified by telephone, confirmed in writing, by any Lender that such Lender will not make the amount which would constitute its applicable Pro Rata Commitment Percentage of the Revolving Loans Advances available to the Administrative Agent, the Administrative Agent may (but shall not be obligated to) assume that such Lender shall make such amount available to the Administrative Agent on the next Settlement Date and, in reliance upon such assumption, make available to the Borrowers applicable Borrower a corresponding amount. The Administrative Agent will promptly notify the Borrowing Agent Borrowers of its receipt of any such notice from a Lender. If such amount is made available to the Administrative Agent on a date after such next Settlement Date, such Lender shall pay to the Administrative Agent on demand an amount equal to the product of (i) the daily average Federal Funds Rate (computed on the basis of a year of 360 days) during such period as quoted by the Administrative Agent, times (ii) such amount, times (iii) the number of days from and including such Settlement Date to the date on which such amount becomes immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this paragraph (e) shall be conclusive, in the absence of manifest error. If such amount is not in fact made available to the Administrative Agent by such Lender within three (3) Business Days after such Settlement Date, the Administrative Agent shall be entitled to recover such an amount, with interest thereon at the rate per annum then applicable to such Revolving Loans Advances hereunder, on demand from the applicable Borrower; provided, however, that the Administrative Agent's ’s right to such recovery shall not prejudice or otherwise adversely affect the Borrower's Borrowers’ rights (if any) against such Lender.

Manner of Borrowing and Payment. (a) Each borrowing of Revolving Credit Borrowing Advances shall be advanced according to the applicable Pro Rata Commitment Percentages of Lenders. The Term Loan shall be advanced according to the Revolving Credit Commitment Percentages of Lenders. (b) Each payment (including each prepayment) by a Borrower Borrowers on account of the principal of and interest on the Revolving Loans Advances, shall be applied to the Revolving Loans of such Borrower Advances pro rata according to the applicable Pro Rata Commitment Percentages of Lenders. Each payment (including each prepayment) by Borrowers on account of the Revolving Credit principal of and interest on the Term Note, shall be made from or to, or applied to that portion of the Term Loan evidenced by the Term Note pro rata according to the Commitment Percentages of Lenders. Except as expressly provided herein, all payments (including prepayments) to be made by the Borrowers any Borrower on account of principal, interest and fees shall be made without set off or counterclaim and shall be made to the Administrative Agent on behalf of the Lenders to the Payment Office, in each case on or prior to 1:00 P.M., New York time, in Dollars and in immediately available funds. (ic) Notwithstanding anything to the contrary contained in Sections 2.03 or 2.05 (a2.13(a) and (b) hereof, commencing with the first Business Day following the Restatement Effective Closing Date, each borrowing of Revolving Loan Advances shall be advanced by the Administrative Agent and each payment by the Borrowers any Borrower on account of Revolving Loans Advances shall be applied first to those Revolving Loans Advances advanced by the Administrative Agent. On or before 1:00 P.M., New York time, on each Settlement Date commencing with the first Settlement Date following the Restatement Effective Closing Date, the Administrative Agent and Lenders shall make certain payments as follows: (Ii) if the aggregate amount of new Revolving Loans Advances made by the Administrative Agent during the preceding Week (if any) exceeds the aggregate amount of repayments applied to outstanding Revolving Loans Advances during such preceding Week, then each Lender shall provide the Administrative Agent with immediately available funds in an amount equal to its applicable Pro Rata Commitment Percentage of the difference between (w) such Revolving Loans Advances and (x) such repayments and (IIii) if the aggregate amount of repayments applied to outstanding Revolving Loans Advances during such Week exceeds the aggregate amount of new Revolving Credit Loans Advances made during such Week, then the Administrative Agent shall provide each Lender with immediately available funds in an amount equal to its applicable Pro Rata Commitment Percentage of the difference between (y) such repayments and (z) such Revolving LoansAdvances. (iii) Each Lender shall be entitled to earn interest at the rate applicable to the rate Contract Rate on the outstanding Revolving Loans Advances which it has funded. (iiiii) Promptly following each Settlement Date, the Administrative Agent shall submit to each Lender a certificate with respect to payments received and Revolving Loans Advances made during the Week immediately preceding such Settlement Date. Such certificate of the Administrative Agent shall be conclusive in the absence of manifest error. (d) If any Lender or Participant (a "benefitted Lender") shall at any time receive any payment of all or part of its Advances, or interest thereon, or receive any Collateral in respect thereof (whether voluntarily or involuntarily or by set-off) in a greater proportion than any such payment to and Collateral received by any other Lender, if any, in respect of such other Lender's Advances, or interest thereon, and such greater proportionate payment or receipt of Collateral is not expressly permitted hereunder, such benefitted Lender shall purchase for cash from the other Lenders a participation in such portion of each such other Lender's Advances, or shall provide such other Lender with the benefits of any such Collateral, or the proceeds thereof, as shall be necessary to cause such benefitted Lender to share the excess payment or benefits of such Collateral or proceeds ratably with each of the other Lenders; PROVIDED, HOWEVER, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Each Lender so purchasing a portion of another Lender's Advances may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion. (e) Unless the Administrative Agent shall have been notified by telephone, confirmed in writing, by any Lender that such Lender will not make the amount which would constitute its applicable Pro Rata Commitment Percentage of the Revolving Loans Advances available to the Administrative Agent, the Administrative Agent may (but shall not be obligated to) assume that such Lender shall make such amount available to the Administrative Agent on the next Settlement Date and, in reliance upon such assumption, make available to the Borrowers a corresponding amount. The Administrative Agent will promptly notify the Borrowing Agent Borrowers of its receipt of any such notice from a Lender. If such amount is made available to the Administrative Agent on a date after such next Settlement Date, such Lender shall pay to the Administrative Agent on demand an amount equal to the product of (i) the daily average Federal Funds Rate (computed on the basis of a year of 360 days) during such period as quoted by the Administrative Agent, times (ii) such amount, times (iii) the number of days from and including such Settlement Date to the date on which such amount becomes immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this paragraph (e) shall be conclusive, in the absence of manifest error. If such amount is not in fact made available to the Administrative Agent by such Lender within three (3) Business Days after such Settlement Date, the Administrative Agent shall be entitled to recover such an amount, with interest thereon at the rate per annum then applicable to such Revolving Loans Advances hereunder, on demand from the applicable BorrowerBorrowers; providedPROVIDED, howeverHOWEVER, that the Administrative Agent's right to such recovery shall not prejudice or otherwise adversely affect the Borrower's Borrowers' rights (if any) against such Lender.

Manner of Borrowing and Payment. (a) Each borrowing of Revolving Credit Borrowing Advances shall be advanced according to the applicable Pro Rata Commitment Percentages of the Revolving Credit Lenders. (b) Each payment (including each prepayment) by a any Borrower on account of the principal of and interest on the Revolving Loans Advances, shall be applied to the Revolving Loans of such Borrower Advances pro rata according to the applicable Pro Rata Commitment Percentages of the Revolving Credit Lenders. Except as expressly provided herein, all payments (including prepayments) to be made by the Borrowers any Borrower on account of principal, interest and fees shall be made without set off or counterclaim and shall be made to the Administrative Agent on behalf of the Lenders to the Payment Office, in each case on or prior to 1:00 P.M., New York time, in Dollars and in immediately available funds. (i) Notwithstanding anything to the contrary contained in Sections 2.03 or 2.05 (a2.20(a) and (b) hereof, commencing with the first Business Day following the Restatement Effective Closing Date, each borrowing of Revolving Loan Advances shall be advanced by the Administrative Agent and each payment by the Borrowers any Borrower on account of Revolving Loans Advances shall be applied first to those Revolving Loans Advances advanced by the Administrative Agent. On or before 1:00 P.M., New York time, on each Settlement Date commencing with the first Settlement Date following the Restatement Effective Closing Date, the Administrative Agent and Lenders shall make certain payments as follows: (I) if the aggregate amount of new Revolving Loans Advances made by the Administrative Agent during the preceding Week (if any) exceeds the aggregate amount of repayments applied to outstanding Revolving Loans Advances during such preceding Week, then each Lender shall provide the Administrative Agent with immediately available funds in an amount equal to its applicable Pro Rata Commitment Percentage of the difference between (w) such Revolving Loans Advances and (x) such repayments and (II) if the aggregate amount of repayments applied to outstanding Revolving Loans Advances during such Week exceeds the aggregate amount of new Revolving Credit Loans Advances made during such Week, then the Administrative Agent shall provide each Lender with immediately available funds in an amount equal to its applicable Pro Rata Commitment Percentage of the difference between (y) such repayments and (z) such Revolving LoansAdvances. (ii) Each Lender shall be entitled to earn interest at the rate applicable to the rate Revolving Interest Rate on the outstanding Revolving Loans Advances which it has funded. (iii) Promptly following each Settlement Date, the Administrative Agent shall submit to each Lender a certificate with respect to payments received and Revolving Loans Advances made during the Week immediately preceding such Settlement Date. Such certificate of the Administrative Agent shall be conclusive in the absence of manifest error. (d) If any Lender or Participant (a “Benefited Lender”) shall at any time receive any payment of all or part of its Advances, or interest thereon, or receive any Collateral in respect thereof (whether voluntarily or involuntarily or by set-off) in a greater proportion than any such payment to and Collateral received by any other Lender, if any, in respect of such other Lender’s Advances, or interest thereon, and such greater proportionate payment or receipt of Collateral is not expressly permitted hereunder, such Benefited Lender shall purchase for cash from the other Lenders a participation in such portion of each such other Lender’s Advances, or shall provide such other Lender with the benefits of any such Collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such Collateral or proceeds ratably with each of the other Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Each Lender so purchasing a portion of another Lender’s Advances may exercise all rights of payment (including rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion. (e) Unless the Administrative Agent shall have been notified by telephone, confirmed in writing, by any Lender that such Lender will not make the amount which would constitute its applicable Pro Rata Commitment Percentage of the Revolving Loans Advances available to the Administrative Agent, the Administrative Agent may (but shall not be obligated to) assume that such Lender shall make such amount available to the Administrative Agent on the next Settlement Date and, in reliance upon such assumption, make available to the Borrowers a corresponding amount. The Administrative Agent will promptly notify the Borrowing Agent of its receipt of any such notice from a Lender. If such amount is made available to the Administrative Agent on a date after such next Settlement Date, such Lender shall pay to the Administrative Agent on demand an amount equal to the product of (i) the daily average Federal Funds Effective Rate (computed on the basis of a year of 360 days) during such period as quoted by the Administrative Agent, times (ii) such amount, times (iii) the number of days from and including such Settlement Date to the date on which such amount becomes immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this paragraph (e) shall be conclusive, in the absence of manifest error. If such amount is not in fact made available to the Administrative Agent by such Lender within three (3) Business Days after such Settlement Date, the Administrative Agent shall be entitled to recover such an amount, with interest thereon at the rate per annum then applicable to such Revolving Loans Advances hereunder, on demand from the applicable BorrowerBorrowers; provided, however, that the Administrative Agent's ’s right to such recovery shall not prejudice or otherwise adversely affect the Borrower's Borrowers’ rights (if any) against such Lender.

Manner of Borrowing and Payment. (a) Each borrowing of Revolving Credit Borrowing Advances shall be advanced according to the applicable Pro Rata Commitment Percentages of Lenders. The Term Loan shall be advanced according to the Revolving Credit Commitment Percentages of Lenders. (b) Each payment (including each prepayment) by a Borrower Borrowers on account of the principal of and interest on the Revolving Loans Advances, shall be applied to the Revolving Loans of such Borrower Advances pro rata according to the applicable Pro Rata Commitment Percentages of Lenders. Each payment (including each prepayment) by Borrowers on account of the Revolving Credit principal of and interest on the Term Note, shall be made from or to, or applied to that portion of the Term Loan evidenced by the Term Note pro rata according to the Commitment Percentages of Lenders. Except as expressly provided herein, all payments (including prepayments) to be made by the Borrowers any Borrower on account of principal, interest and fees shall be made without set set-off or counterclaim and shall be made to the Administrative Agent on behalf of the Lenders to the Payment Office, in each case on or prior to 1:00 P.M., P.M. (New York time), in Dollars and in immediately available funds. (i) Notwithstanding anything to the contrary contained in Sections 2.03 or 2.05 (a2.13(a) and (b) hereof, commencing with the first Business Day following the Restatement Effective Closing Date, each borrowing of Revolving Loan Advances shall be advanced by the Administrative Agent and each payment by the Borrowers any Borrower on account of Revolving Loans Advances shall be applied first to those Revolving Loans Advances advanced by the Administrative Agent. On or before 1:00 P.M., P.M. (New York time, ) on each Settlement Date commencing with the first Settlement Date following the Restatement Effective Closing Date, the Administrative Agent and Lenders shall make certain payments as follows: (I) if the aggregate amount of new Revolving Loans Advances made by the Administrative Agent during the preceding Week (if any) exceeds the aggregate amount of repayments applied to outstanding Revolving Loans Advances during such preceding Week, then each Lender shall provide the Administrative Agent with immediately available funds in an amount equal to its applicable Pro Rata Commitment Percentage of the difference between (w) such Revolving Loans Advances and (x) such repayments and (II) if the aggregate amount of repayments applied to outstanding Revolving Loans Advances during such Week exceeds the aggregate amount of new Revolving Credit Loans Advances made during such Week, then the Administrative Agent shall provide each Lender with immediately available funds in an amount equal to its applicable Pro Rata Commitment Percentage of the difference between (y) such repayments and (z) such Revolving LoansAdvances. (ii) Each Lender shall be entitled to earn interest at the rate applicable to the rate Contract Rate on the outstanding Revolving Loans Advances which it has funded. (iii) Promptly following each Settlement Date, the Administrative Agent shall submit to each Lender a certificate with respect to payments received and Revolving Loans Advances made during the Week immediately preceding such Settlement Date. Such certificate of the Administrative Agent shall be conclusive in the absence of manifest error. (d) If any Lender or Participant (a "benefitted Lender") shall at any time receive any payment of all or part of its Advances, or interest thereon, or receive any Collateral in respect thereof (whether voluntarily or involuntarily or by set-off) in a greater proportion than any such payment to and Collateral received by any other Lender, if any, in respect of such other Lender's Advances, or interest thereon, and such greater proportionate payment or receipt of Collateral is not expressly permitted hereunder, such benefitted Lender shall purchase for cash from the other Lenders a participation in such portion of each such other Lender's Advances, or shall provide such other Lender with the benefits of any such Collateral, or the proceeds thereof, as shall be necessary to cause such benefitted Lender to share the excess payment or benefits of such Collateral or proceeds ratably with each of Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Each Lender so purchasing a portion of another Lender's Advances may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion. (e) Unless the Administrative Agent shall have been notified by telephone, confirmed in writing, by any Lender that such Lender will not make the amount which would constitute its applicable Pro Rata Commitment Percentage of the Revolving Loans Advances available to the Administrative Agent, the Administrative Agent may (but shall not be obligated to) assume that such Lender shall make such amount available to the Administrative Agent on the next Settlement Date and, in reliance upon such assumption, make available to the Borrowers a corresponding amount. The Administrative Agent will promptly notify the Borrowing Agent Borrowers of its receipt of any such notice from a Lender. If such amount is made available to the Administrative Agent on a date after such next Settlement Date, such Lender shall pay to the Administrative Agent on demand an amount equal to the product of (i) the daily average Federal Funds Rate (computed on the basis of a year of 360 days) during such period as quoted by the Administrative Agent, times (ii) such amount, times (iii) the number of days from and including such Settlement Date to the date on which such amount becomes immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this paragraph (e) shall be conclusive, in the absence of manifest error. If such amount is not in fact made available to the Administrative Agent by such Lender within three (3) Business Days after such Settlement Date, the Administrative Agent shall be entitled to recover such an amount, with interest thereon at the rate per annum then applicable to such Revolving Loans Advances hereunder, on demand from the applicable BorrowerBorrowers; provided, however, that the Administrative Agent's right to such recovery shall not prejudice or otherwise adversely affect the Borrower's Borrowers' rights (if any) against such Lender.

Manner of Borrowing and Payment. (a) Each borrowing of Revolving Credit Borrowing Advances shall be advanced according to the applicable Pro Rata Commitment Percentages of Lenders. The Term Loan shall be advanced according to the Revolving Credit Commitment Percentages of Lenders. (b) Each payment (including each prepayment) by a any Borrower on account of the principal of and interest on the Revolving Loans Advances, shall be applied to the Revolving Loans of such Borrower Advances pro rata according to the applicable Pro Rata Commitment Percentages of Lenders. Each payment (including each prepayment) by any Borrower on account of the Revolving Credit principal of and interest on the Term Note, shall be made from or to, or applied to that portion of the Term Loan evidenced by the Term Note pro rata according to the Commitment Percentages of Lenders. Except as expressly provided herein, all payments (including prepayments) to be made by the Borrowers any Borrower on account of principal, interest and fees shall be made without set off or counterclaim and shall be made to the Administrative Agent on behalf of the Lenders to the Payment Office, in each case on or prior to 1:00 P.M., New York time, in Dollars and in immediately available funds. (i) Notwithstanding anything to the contrary contained in Sections 2.03 or 2.05 (a2.20(a) and (b) hereof, commencing with the first Business Day following the Restatement Effective Closing Date, each borrowing of Revolving Loan Advances shall be advanced by the Administrative Agent and each payment by the Borrowers any Borrower on account of Revolving Loans Advances shall be applied first to those Revolving Loans Advances advanced by the Administrative Agent. On or before 1:00 P.M., New York time, on each Settlement Date commencing with the first Settlement Date following the Restatement Effective Closing Date, the Administrative Agent and Lenders shall make certain payments as follows: (I) if the aggregate amount of new Revolving Loans Advances made by the Administrative Agent during the preceding Week (if any) exceeds the aggregate amount of repayments applied to outstanding Revolving Loans Advances during such preceding Week, then each Lender shall provide the Administrative Agent with immediately available funds in an amount equal to its applicable Pro Rata Commitment Percentage of the difference between (w) such Revolving Loans Advances and (x) such repayments and (II) if the aggregate amount of repayments applied to outstanding Revolving Loans Advances during such Week exceeds the aggregate amount of new Revolving Credit Loans Advances made during such Week, then the Administrative Agent shall provide each Lender with immediately available funds in an amount equal to its applicable Pro Rata Commitment Percentage of the difference between (y) such repayments and (z) such Revolving LoansAdvances. (ii) Each Lender shall be entitled to earn interest at the rate applicable to the rate Contract Rate on the outstanding Revolving Loans Advances which it has funded. (iii) Promptly following each Settlement Date, the Administrative Agent shall submit to each Lender a certificate with respect to payments received and Revolving Loans Advances made during the Week immediately preceding such Settlement Date. Such certificate of the Administrative Agent shall be conclusive in the absence of manifest error. (d) If any Lender or Participant (a “benefited Lender”) shall at any time receive any payment of all or part of its Advances, or interest thereon, or receive any Collateral in respect thereof (whether voluntarily or involuntarily or by set-off) in a greater proportion than any such payment to and Collateral received by any other Lender, if any, in respect of such other Lender’s Advances, or interest thereon, and such greater proportionate payment or receipt of Collateral is not expressly permitted hereunder, such benefited Lender shall purchase for cash from the other Lenders a participation in such portion of each such other Lender’s Advances, or shall provide such other Lender with the benefits of any such Collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such Collateral or proceeds ratably with each of the other Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Each Lender so purchasing a portion of another Lender’s Advances may exercise all rights of payment (including rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion. (e) Unless the Administrative Agent shall have been notified by telephone, confirmed in writing, by any Lender that such Lender will not make the amount which would constitute its applicable Pro Rata Commitment Percentage of the Revolving Loans Advances available to the Administrative Agent, the Administrative Agent may (but shall not be obligated to) assume that such Lender shall make such amount available to the Administrative Agent on the next Settlement Date and, in reliance upon such assumption, make available to the Borrowers a corresponding amount. The Administrative Agent will promptly notify the Borrowing Agent of its receipt of any such notice from a Lender. If such amount is made available to the Administrative Agent on a date after such next Settlement Date, such Lender shall pay to the Administrative Agent on demand an amount equal to the product of (i) the daily average Federal Funds Rate (computed on the basis of a year of 360 days) during such period as quoted by the Administrative Agent, times (ii) such amount, times (iii) the number of days from and including such Settlement Date to the date on which such amount becomes immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this paragraph (e) shall be conclusive, in the absence of manifest error. If such amount is not in fact made available to the Administrative Agent by such Lender within three (3) Business Days after such Settlement Date, the Administrative Agent shall be entitled to recover such an amount, with interest thereon at the rate per annum then applicable to such Revolving Loans Advances hereunder, on demand from the applicable BorrowerBorrowers; provided, however, that the Administrative Agent's ’s right to such recovery shall not prejudice or otherwise adversely affect the Borrower's Borrowers’ rights (if any) against such Lender.

Manner of Borrowing and Payment. (a) Each borrowing of Revolving Credit Borrowing Advances shall be advanced according to the applicable Pro Rata Commitment Percentages of Lenders. The Term Loan shall be advanced according to the Revolving Credit Commitment Percentages of Lenders. (b) Each payment (including each prepayment) by a Borrower Borrowers on account of the principal of and interest on the Revolving Loans Advances, shall be applied to the Revolving Loans of such Borrower Advances pro rata according to the applicable Pro Rata Commitment Percentages of Lenders. Each payment (including each prepayment) by Borrowers on account of the Revolving Credit principal of and interest on the Term Note, shall be made from or to, or applied to that portion of the Term Loan evidenced by the Term Note pro rata according to the Commitment Percentages of Lenders. Except as expressly provided herein, all payments (including prepayments) to be made by the Borrowers any Borrower on account of principal, interest and fees shall be made without set off or counterclaim and shall be made to the Administrative Agent on behalf of the Lenders to the Payment Office, in each case on or prior to 1:00 P.M., New York time, in Dollars and in immediately available funds. (i) Notwithstanding anything to the contrary contained in Sections 2.03 or 2.05 (a2.13(a) and (b) hereof, commencing with the first Business Day following the Restatement Effective Closing Date, each borrowing of Revolving Loan Advances shall be advanced by the Administrative Agent and each payment by the Borrowers any Borrower on account of Revolving Loans Advances shall be applied first to those Revolving Loans Advances advanced by the Administrative Agent. On or before 1:00 P.M., New York time, on each Settlement Date commencing with the first Settlement Date following the Restatement Effective Closing Date, the Administrative Agent and Lenders shall make certain payments as follows: (I) if the aggregate amount of new Revolving Loans Advances made by the Administrative Agent during the preceding Week (if any) exceeds the aggregate amount of repayments applied to outstanding Revolving Loans Advances during such preceding Week, then each Lender shall provide the Administrative Agent with immediately available funds in an amount equal to its applicable Pro Rata Commitment Percentage of the difference between (w) such Revolving Loans Advances and (x) such repayments and (II) if the aggregate amount of repayments applied to outstanding Revolving Loans Advances during such Week exceeds the aggregate amount of new Revolving Credit Loans Advances made during such Week, then the Administrative Agent shall provide each Lender with immediately available funds in an amount equal to its applicable Pro Rata Commitment Percentage of the difference between (y) such repayments and (z) such Revolving LoansAdvances. (ii) Each Lender shall be entitled to earn interest at the rate applicable to the rate Contract Rate on the outstanding Revolving Loans Advances which it has funded. (iii) Promptly following each Settlement Date, the Administrative Agent shall submit to each Lender a certificate with respect to payments received and Revolving Loans Advances made during the Week immediately preceding such Settlement Date. Such certificate of the Administrative Agent shall be conclusive in the absence of manifest error. (d) If any Lender or Participant (a "benefitted Lender") shall at any time receive any payment of all or part of its Advances, or interest thereon, or receive any Collateral in respect thereof (whether voluntarily or involuntarily or by set-off) in a greater proportion than any such payment to and Collateral received by any other Lender, if any, in respect of such other Lender's Advances, or interest thereon, and such greater proportionate payment or receipt of Collateral is not expressly permitted hereunder, such benefitted Lender shall purchase for cash from the other Lenders a participation in such portion of each such other Lender's Advances, or shall provide such other Lender with the benefits of any such Collateral, or the proceeds thereof, as shall be necessary to cause such benefitted Lender to share the excess payment or benefits of such Collateral or proceeds ratably with each of the other Lenders; PROVIDED, HOWEVER, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Each Lender so purchasing a portion of another Lender's Advances may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion. (e) Unless the Administrative Agent shall have been notified by telephone, confirmed in writing, by any Lender that such Lender will not make the amount which would constitute its applicable Pro Rata Commitment Percentage of the Revolving Loans Advances available to the Administrative Agent, the Administrative Agent may (but shall not be obligated to) assume that such Lender shall make such amount available to the Administrative Agent on the next Settlement Date and, in reliance upon such assumption, make available to the Borrowers a corresponding amount. The Administrative Agent will promptly notify the Borrowing Agent Borrowers of its receipt of any such notice from a Lender. If such amount is made available to the Administrative Agent on a date after such next Settlement Date, such Lender shall pay to the Administrative Agent on demand an amount equal to the product of (i) the daily average Federal Funds Rate (computed on the basis of a year of 360 days) during such period as quoted by the Administrative Agent, times (ii) such amount, times (iii) the number of days from and including such Settlement Date to the date on which such amount becomes immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this paragraph (e) shall be conclusive, in the absence of manifest error. If such amount is not in fact made available to the Administrative Agent by such Lender within three (3) Business Days after such Settlement Date, the Administrative Agent shall be entitled to recover such an amount, with interest thereon at the rate per annum then applicable to such Revolving Loans Advances hereunder, on demand from the applicable BorrowerBorrowers; providedPROVIDED, howeverHOWEVER, that the Administrative Agent's right to such recovery shall not prejudice or otherwise adversely affect the Borrower's Borrowers' rights (if any) against such Lender.

Manner of Borrowing and Payment. (a) Each Revolving Credit Borrowing shall be advanced according to the applicable Pro Rata Percentages of the Revolving Credit Lenders. The Term Loans shall be advanced pro rata by the Term Lenders. (b) Each payment (including each prepayment) by a Borrower on account of the principal of and interest on the Revolving Loans shall be applied to the Revolving Loans of such Borrower according to the applicable Pro Rata Percentages of the Revolving Credit Lenders. Each payment (including each prepayment) by Activision on account of the principal of and interest on the Term Loans, shall be made pro rata to the Term Lenders. Except as expressly provided herein, all payments (including prepayments) to be made by the Borrowers on account of principal, interest and fees shall be made without set off or counterclaim and shall be made to the Administrative Agent on behalf of the Lenders to the Payment Office, in each case on or prior to 1:00 P.M., New York time, in Dollars and in immediately available funds. (i) Notwithstanding anything to the contrary contained in Sections 2.03 or 2.05 (a) and (b) hereof, commencing with the first Business Day following the Restatement Effective Closing Date, each Revolving Loan shall be advanced by the Administrative Agent and each payment by the Borrowers on account of Revolving Loans shall be applied first to those Revolving Loans advanced by the Administrative Agent. On or before 1:00 P.M., New York time, on each Settlement Date commencing with the first Settlement Date following the Restatement Effective Closing Date, the Administrative Agent and Lenders shall make certain payments as follows: (I) if the aggregate amount of new Revolving Loans made by the Administrative Agent during the preceding Week (if any) exceeds the aggregate amount of repayments applied to outstanding Revolving Loans during such preceding Week, then each Lender shall provide the Administrative Agent with immediately available funds in an amount equal to its applicable Pro Rata Percentage of the difference between (w) such Revolving Loans and (x) such repayments and (II) if the aggregate amount of repayments applied to outstanding Revolving Loans during such Week exceeds the aggregate amount of new Revolving Credit Loans made during such Week, then the Administrative Agent shall provide each Lender with immediately available funds in an amount equal to its applicable Pro Rata Percentage of the difference between (y) such repayments and (z) such Revolving Loans. (ii) Each Lender shall be entitled to earn interest at the rate applicable to the rate on the outstanding Revolving Loans which it has funded. (iii) Promptly following each Settlement Date, the Administrative Agent shall submit to each Lender a certificate with respect to payments received and Revolving Loans made during the Week immediately preceding such Settlement Date. Such certificate of the Administrative Agent shall be conclusive in the absence of manifest error. (d) Unless the Administrative Agent shall have been notified by telephone, confirmed in writing, by any Lender that such Lender will not make the amount which would constitute its applicable Pro Rata Percentage of the Revolving Loans available to the Administrative Agent, the Administrative Agent may (but shall not be obligated to) assume that such Lender shall make such amount available to the Administrative Agent on the next Settlement Date and, in reliance upon such assumption, make available to the Borrowers a corresponding amount. The Administrative Agent will promptly notify the Borrowing Agent of its receipt of any such notice from a Lender. If such amount is made available to the Administrative Agent on a date after such next Settlement Date, such Lender shall pay to the Administrative Agent on demand an amount equal to the product of (i) the daily average Federal Funds Rate (computed on the basis of a year of 360 days) during such period as quoted by the Administrative Agent, times (ii) such amount, times (iii) the number of days from and including such Settlement Date to the date on which such amount becomes immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this paragraph shall be conclusive, in the absence of manifest error. If such amount is not in fact made available to the Administrative Agent by such Lender within three (3) Business Days after such Settlement Date, the Administrative Agent shall be entitled to recover such an amount, with interest thereon at the rate per annum then applicable to such Revolving Loans hereunder, on demand from the applicable Borrower; providedPROVIDED, howeverHOWEVER, that the Administrative Agent's right to such recovery shall not prejudice or otherwise adversely affect the Borrower's rights (if any) against such Lender.

Manner of Borrowing and Payment. (a) a Each borrowing of Revolving Credit Borrowing Advances shall be advanced according to the applicable Pro Rata Commitment Percentages of Lenders. The Term Loans shall be advanced according to the Revolving Credit Applicable Commitment Percentages of Lenders. (b) b Each payment (including each prepayment) by a Borrower on account of the principal of and interest on the Revolving Loans Advances, shall be applied to the Revolving Loans of such Borrower Advances pro rata according to the applicable Pro Rata Commitment Percentages of Lenders. Each payment (including each prepayment) by Borrower on account of the Revolving Credit principal of and interest on a Term Loan shall be applied to the Term Loan designated by Borrower at the time of making such payment, pro rata according to the Commitment Percentage of Lenders. Except as expressly provided herein, all payments (including prepayments) to be made by the Borrowers Borrower on account of principal, interest and fees shall be made without set off or counterclaim and shall be made to the Administrative Agent on behalf of the Lenders to the Payment Office, in each case on or prior to 1:00 P.M., New York time, in Dollars and in immediately available funds. (c (i) Notwithstanding anything to the contrary contained in Sections 2.03 or 2.05 (a2.12(a) and (b) hereof, commencing with the first Business Day following the Restatement Effective Closing Date, each borrowing of Revolving Loan Advances shall be advanced by the Administrative Agent and each payment by the Borrowers Borrower on account of Revolving Loans Advances shall be applied first to those Revolving Loans advanced Advances made by the Administrative Agent. On or before 1:00 P.M., New York time, on each Settlement Date commencing with the first Settlement Date following the Restatement Effective Closing Date, the Administrative Agent and Lenders shall make certain payments as follows: : (I1) if the aggregate amount of new Revolving Loans Advances made by the Administrative Agent during the preceding Week (if any) exceeds the aggregate amount of repayments applied to outstanding Revolving Loans Advances during such preceding Week, then each Lender shall provide the Administrative Agent with immediately available funds in an amount equal to its applicable Pro Rata Commitment Percentage of the difference between (wx) such Revolving Loans Advances and (xy) such repayments and (II2) if the aggregate amount of repayments applied to outstanding Revolving Loans Advances during such Week exceeds the aggregate amount of new Revolving Credit Loans Advances made during such Week, then the Administrative Agent shall provide each Lender with immediately available funds in an amount equal to its applicable Pro Rata Commitment Percentage of the difference between (yx) such repayments and (zy) such Revolving LoansAdvances. (ii) Each Lender shall be entitled to earn interest at the rate applicable to the rate on the outstanding Revolving Loans which it has funded. (iii) Promptly following each Settlement Date, the Administrative Agent shall submit to each Lender a certificate with respect to payments received and Revolving Loans made during the Week immediately preceding such Settlement Date. Such certificate of the Administrative Agent shall be conclusive in the absence of manifest error. (d) Unless the Administrative Agent shall have been notified by telephone, confirmed in writing, by any Lender that such Lender will not make the amount which would constitute its applicable Pro Rata Percentage of the Revolving Loans available to the Administrative Agent, the Administrative Agent may (but shall not be obligated to) assume that such Lender shall make such amount available to the Administrative Agent on the next Settlement Date and, in reliance upon such assumption, make available to the Borrowers a corresponding amount. The Administrative Agent will promptly notify the Borrowing Agent of its receipt of any such notice from a Lender. If such amount is made available to the Administrative Agent on a date after such next Settlement Date, such Lender shall pay to the Administrative Agent on demand an amount equal to the product of (i) the daily average Federal Funds Rate (computed on the basis of a year of 360 days) during such period as quoted by the Administrative Agent, times (ii) such amount, times (iii) the number of days from and including such Settlement Date to the date on which such amount becomes immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this paragraph shall be conclusive, in the absence of manifest error. If such amount is not in fact made available to the Administrative Agent by such Lender within three (3) Business Days after such Settlement Date, the Administrative Agent shall be entitled to recover such an amount, with interest thereon at the rate per annum then applicable to such Revolving Loans hereunder, on demand from the applicable Borrower; provided, however, that the Administrative Agent's right to such recovery shall not prejudice or otherwise adversely affect the Borrower's rights (if any) against such Lender.

Manner of Borrowing and Payment. (a) Each borrowing of Revolving Credit Borrowing Advances shall be advanced according to the applicable Pro Rata Commitment Percentages of the Revolving Credit Lenders. (b) Each payment (including each prepayment) by a Borrower Borrowers on account of the principal of and interest on the Revolving Loans Advances, shall be applied to the Revolving Loans of such Borrower Advances pro rata according to the applicable Pro Rata Commitment Percentages of the Revolving Credit Lenders. Except as expressly provided herein, all payments (including prepayments) to be made by the Borrowers on account of principal, interest and fees shall be made without set off or counterclaim and shall be made to the Administrative Agent on behalf of the Lenders to the Payment Office, in each case on or prior to 1:00 P.M., p.m. (New York time), in Dollars and in immediately available funds. (i) Notwithstanding anything to the contrary contained in Sections 2.03 or 2.05 (a2.14(a) and (b) hereof2.14(b), commencing with the first Business Day following the Restatement Effective Closing Date, each Revolving Loan borrowing of Advances shall be advanced by the Administrative Agent and each payment by the Borrowers on account of Revolving Loans Advances shall be applied first to those Revolving Loans Advances advanced by the Administrative Agent. On or before 1:00 P.M., p.m. (New York time, ) on each Settlement Date commencing with the first Settlement Date following the Restatement Effective Closing Date, the Administrative Agent and Lenders shall make certain payments as follows: (I) if the aggregate amount of new Revolving Loans Advances made by the Administrative Agent during the preceding Week (if any) exceeds the aggregate amount of repayments applied to outstanding Revolving Loans Advances during such preceding Week, then each Lender shall provide the Administrative Agent with immediately available funds in an amount equal to its applicable Pro Rata Commitment Percentage of the difference between (w) such Revolving Loans Advances and (x) such repayments and (II) if the aggregate amount of repayments applied to outstanding Revolving Loans Advances during such Week exceeds the aggregate amount of new Revolving Credit Loans Advances made during such Week, then the Administrative Agent shall provide each Lender with immediately available funds in an amount equal to its applicable Pro Rata Commitment Percentage of the difference between (y) such repayments and (z) such Revolving LoansAdvances. (ii) Each Lender shall be entitled to earn interest at the rate applicable to the rate Contract Rate on the outstanding Revolving Loans Advances which it has fundedfunded for the period of such funding. (iii) Promptly following each Settlement Date, the Administrative Agent shall submit to each Lender a certificate with respect to payments received and Revolving Loans Advances made during the Week immediately preceding such Settlement Date. Such certificate of the Administrative Agent shall be conclusive in the absence of manifest error. (d) If any Lender (a "Benefited Lender") shall at any time receive any payment of all or part of its Advances, or interest thereon, or receive any Collateral in respect thereof (whether voluntarily or involuntarily or by set-off) in a greater proportion than any such payment to and Collateral received by any other Lender, if any, in respect of such other Lender's Advances, or interest thereon, and such greater proportionate payment or receipt of Collateral is not expressly permitted hereunder, such Benefited Lender shall purchase for cash from the other Lenders a participation in such portion of each such other Lender's Advances, or shall provide such other Lender with the benefits of any such Collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such Collateral or proceeds ratably with each of Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Each Lender so purchasing a portion of another Lender's Advances may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion. (e) Unless the Administrative Agent shall have been notified by telephone, confirmed in writing, by any Lender that such Lender will not make the amount which would constitute its applicable Pro Rata Commitment Percentage of the Revolving Loans Advances available to the Administrative Agent, the Administrative Agent may (but shall not be obligated to) assume that such Lender shall make such amount available to the Administrative Agent on the next Settlement Date and, in reliance upon such assumption, make available to the Borrowers a corresponding amount. The Administrative Agent will promptly notify the Borrowing Agent Borrowers of its receipt of any such notice from a Lender. If such amount is made available to the Administrative Agent on a date after such next Settlement Date, such Lender shall pay to the Administrative Agent on demand an amount equal to the product of (i) the daily average Federal Funds Rate (computed on the basis of a year of 360 days) during such period as quoted by the Administrative Agent, times (ii) such amount, times (iii) the number of days from and including such Settlement Date to the date on which such amount becomes immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this paragraph (e) shall be conclusive, in the absence of manifest error. If such amount is not in fact made available to the Administrative Agent by such Lender within three (3) Business Days after such Settlement Date, the Administrative Agent shall be entitled to recover such an amount, with interest thereon at the rate per annum then applicable to such Revolving Loans Advances hereunder, on demand from the applicable BorrowerBorrowers; provided, however, that the Administrative Agent's right to such recovery shall not prejudice or otherwise adversely affect the Borrower's Borrowers' rights (if any) against such Lender. (f) The liability of each Lender to the Agent to reimburse the Agent for and Revolving Advances, made by the Lender, subject to the terms hereof shall be absolute and unconditional and each Lender hereby agrees to reimburse the Agent for its Commitment Percentage of any such Revolving Advances made by the Agent under all circumstances whatsoever, including but not limited to the lack of validity or enforceability of the Agreement or any Ancillary Agreements or the existence of any claim, set-off, defense or other right which any Lender may have at any time against the Agent or the Borrowers whether in connection with this Agreement, Ancillary Agreement or any unrelated transaction.

Manner of Borrowing and Payment. (a) Each borrowing of Revolving Credit Borrowing Advances shall be advanced according to the applicable Pro Rata Commitment Percentages of the Revolving Credit Lenders. (b) Each payment (including each prepayment) by a any Borrower on account of the principal of and interest on the Revolving Loans Advances, shall be applied to the Revolving Loans of such Borrower Advances pro rata according to the applicable Pro Rata Commitment Percentages of the Revolving Credit Lenders. Except as expressly provided herein, all payments (including prepayments) to be made by the Borrowers any Borrower on account of principal, interest and fees shall be made without set off or counterclaim and shall be made to the Administrative PNC with respect to Swing Loans and to Agent on behalf of the Lenders with respect to Revolving Advances to the Payment Office, in each case on or prior to 1:00 P.M., New York time, P.M. in Dollars and in immediately available funds. (i) Notwithstanding anything to the contrary contained in Sections 2.03 or 2.05 (a2.19(a) and (b) hereof, commencing with the first Business Day following the Restatement Effective Closing Date, each borrowing of Revolving Loan Advances shall be advanced by the Administrative Agent and each payment by the Borrowers any Borrower on account of Revolving Loans Advances shall be applied first to those Revolving Loans Advances advanced by the Administrative Agent. On or before 1:00 P.M., New York time, P.M. on each Settlement Date commencing with the first Settlement Date following the Restatement Effective Closing Date, the Administrative Agent and Lenders shall make certain payments as follows: (I) if the aggregate amount of new Revolving Loans Advances made by the Administrative Agent during the preceding Week (if any) exceeds the aggregate amount of repayments applied to outstanding Revolving Loans Advances during such preceding Week, then each Lender shall provide the Administrative Agent with immediately available funds in an amount equal to its applicable Pro Rata Commitment Percentage of the difference between (w) such Revolving Loans Advances and (x) such repayments and (II) if the aggregate amount of repayments applied to outstanding Revolving Loans Advances during such Week exceeds the aggregate amount of new Revolving Credit Loans Advances made during such Week, then the Administrative Agent shall provide each Lender with immediately available funds in an amount equal to its applicable Pro Rata Commitment Percentage of the difference between (y) such repayments and (z) such Revolving LoansAdvances. (ii) Each Lender shall be entitled to earn interest at the rate applicable to the rate Revolving Interest Rate on the outstanding Revolving Loans Advances (other than Swing Loans) which it has funded. (iii) Promptly following each Settlement Date, the Administrative Agent shall submit to each Lender a certificate with respect to payments received and Revolving Loans Advances (other than Swing Loans) made during the Week immediately preceding such Settlement Date. Such certificate of the Administrative Agent shall be conclusive in the absence of manifest error. (d) If any Lender or Participant (a "Benefited Lender") shall at any time receive any payment of all or part of its Advances (other than Swing Loans), or interest thereon, or receive any Collateral in respect thereof (whether voluntarily or involuntarily or by set-off) in a greater proportion than any such payment to and Collateral received by any other Lender, if any, in respect of such other Lender's Advances (other than Swing Loans), or interest thereon, and such greater proportionate payment or receipt of Collateral is not expressly permitted hereunder, such Benefited Lender shall purchase for cash from the other Lenders a participation in such portion of each such other Lender's Advances (other than Swing Loans), or shall provide such other Lender with the benefits of any such Collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such Collateral or proceeds ratably with each of the other Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Each Lender so purchasing a portion of another Lender's Advances (other than Swing Loans) may exercise all rights of payment (including rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion. (e) Unless the Administrative Agent shall have been notified by telephone, confirmed in writing, by any Lender that such Lender will not make the amount which would constitute its applicable Pro Rata Commitment Percentage of the Revolving Loans Advances (other than Swing Loans) available to the Administrative Agent, the Administrative Agent may (but shall not be obligated to) assume that such Lender shall make such amount available to the Administrative Agent on the next Settlement Date and, in reliance upon such assumption, make available to the Borrowers a corresponding amount. The Administrative Agent will promptly notify the Borrowing Agent of its receipt of any such notice from a Lender. If such amount is made available to the Administrative Agent on a date after such next Settlement Date, such Lender shall pay to the Administrative Agent on demand an amount equal to the product of (i) the daily average Federal Funds Rate (computed on the basis of a year of 360 three hundred sixty (360) days) during such period as quoted by the Administrative Agent, times (ii) such amount, times (iii) the number of days from and including such Settlement Date to the date on which such amount becomes immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this paragraph (e) shall be conclusive, in the absence of manifest error. If such amount is not in fact made available to the Administrative Agent by such Lender within three (3) Business Days after such Settlement Date, the Administrative Agent shall be entitled to recover such an amount, with interest thereon at the rate per annum then applicable to such Revolving Loans Advances hereunder, on demand from the applicable BorrowerBorrowers; provided, however, that the Administrative Agent's right to such recovery shall not prejudice or otherwise adversely affect the Borrower's Borrowers' rights (if any) against such Lender.

Manner of Borrowing and Payment. (a) Each borrowing of Revolving Credit Borrowing Advances shall be advanced according to the applicable Pro Rata Commitment Percentages of the Revolving Credit Lenders. (b) Each payment (including each prepayment) by a Borrower Borrowers on account of the principal of and interest on the Revolving Loans Advances, shall be applied to the Revolving Loans of such Borrower Advances pro rata according to the applicable Pro Rata Commitment Percentages of the Revolving Credit Lenders. Except as expressly provided herein, all payments (including prepayments) to be made by the Borrowers any Borrower on account of principal, interest and fees shall be made without set off or counterclaim and shall be made to the Administrative Agent on behalf of the Lenders to the Payment Office, in each case on or prior to 1:00 P.M., New York time, in Dollars and in immediately available funds, and otherwise shall be made in accordance with the terms and conditions hereof, including Sections 2.5 and 2.6 hereof. (i) Notwithstanding anything to the contrary contained in Sections 2.03 or 2.05 (a2.12(a) and (b) hereof, commencing with the first Business Day following the Restatement Effective Closing Date, each borrowing of Revolving Loan Advances shall be advanced by the Administrative Agent and each payment by the Borrowers any Borrower on account of Revolving Loans Advances shall be applied first to those Revolving Loans Advances advanced by the Administrative Agent. On or before 1:00 P.M., New York time, on each Settlement Date commencing with the first Settlement Date following the Restatement Effective Closing Date, the Administrative Agent and Lenders shall make certain payments as follows: (I) if the aggregate amount of new Revolving Loans Advances made by the Administrative Agent during the preceding Week (if any) exceeds the aggregate amount of repayments applied to outstanding Revolving Loans Advances during such preceding Week, then each Lender shall provide the Administrative Agent with immediately available funds in an amount equal to its applicable Pro Rata Commitment Percentage of the difference between (w) such Revolving Loans Advances and (x) such repayments and (II) if the aggregate amount of repayments applied to outstanding Revolving Loans Advances during such Week exceeds the aggregate amount of new Revolving Credit Loans Advances made during such Week, then the Administrative Agent shall provide each Lender with immediately available funds in an amount equal to its applicable Pro Rata Commitment Percentage of the difference between (y) such repayments and (z) such Revolving LoansAdvances. (ii) Each Lender shall be entitled to earn interest at the rate applicable to the rate Revolving Interest Rate on the outstanding Revolving Loans Advances which it has funded. (iii) Promptly following each Settlement Date, the Administrative Agent shall submit to each Lender a certificate with respect to payments received and Revolving Loans Advances made during the Week immediately preceding such Settlement Date. Such certificate of the Administrative Agent shall be conclusive in the absence of manifest error. (d) If any Lender or Participant (a "benefitted Lender") shall at any time receive any payment of all or part of its Advances, or interest thereon, or receive any Collateral in respect thereof (whether voluntarily or involuntarily or by set-off) in a greater proportion than any such payment to and Collateral received by any other Lender, if any, in respect of such other Lender's Advances, or interest thereon, and such greater proportionate payment or receipt of Collateral is not expressly permitted hereunder, such benefitted Lender shall purchase for cash from the other Lenders a participation in such portion of each such other Lender's Advances, or shall provide such other Lender with the benefits of any such Collateral, or the proceeds thereof, as shall be necessary to cause such benefitted Lender to share the excess payment or benefits of such Collateral or proceeds ratably with each of the other Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Each Lender so purchasing a portion of another Lender's Advances may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion. (e) Unless the Administrative Agent shall have been notified by telephone, confirmed in writing, by any Lender that such Lender will not make the amount which would constitute its applicable Pro Rata Commitment Percentage of the Revolving Loans Advances available to the Administrative Agent, the Administrative Agent may (but shall not be obligated to) assume that such Lender shall make such amount available to the Administrative Agent on the next Settlement Date and, in reliance upon such assumption, make available to the Borrowers a corresponding amount. The Administrative Agent will promptly notify the Borrowing Agent Borrowers of its receipt of any such notice from a Lender. If such amount is made available to the Administrative Agent on a date after such next Settlement Date, such Lender shall pay to the Administrative Agent on demand an amount equal to the product of (i) the daily average Federal Funds Rate (computed on the basis of a year of 360 days) during such period as quoted by the Administrative Agent, times (ii) such amount, times (iii) the number of days from and including such Settlement Date to the date on which such amount becomes immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this paragraph (e) shall be conclusive, in the absence of manifest error. If such amount is not in fact made available to the Administrative Agent by such Lender within three (3) Business Days after such Settlement Date, the Administrative Agent shall be entitled to recover such an amount, with interest thereon at the rate per annum then applicable to such Revolving Loans Advances hereunder, on demand from the applicable BorrowerBorrowers; provided, however, that the Administrative Agent's right to such recovery shall not prejudice or otherwise adversely affect the Borrower's Borrowers' rights (if any) against such Lender.

Manner of Borrowing and Payment. (a) Each borrowing of Revolving Credit Borrowing Advances shall be advanced according to the applicable Pro Rata Commitment Percentages of Lenders. The Term Loan shall be advanced according to the Revolving Credit Commitment Percentages of Lenders. (b) Each payment (including each prepayment) by a Borrower on account of the principal of and interest on the Revolving Loans Advances, shall be applied to the Revolving Loans of such Borrower Advances pro rata according to the applicable Pro Rata Commitment Percentages of Lenders. Each payment (including each prepayment) by Borrower on account of the Revolving Credit principal of and interest on the Term Note, shall be made from or to, or applied to that portion of the Term Loan evidenced by the Term Note pro rata according to the Commitment Percentages of Lenders. Except as expressly provided herein, all payments (including prepayments) to be made by the Borrowers Borrower on account of principal, interest and fees shall be made without set off or counterclaim and shall be made to the Administrative Agent on behalf of the Lenders to the Payment Office, in each case on or prior to 1:00 P.M., New York timep.m. Pacific Time, in Dollars and in immediately available funds. (i) Notwithstanding anything to the contrary contained in Sections 2.03 or 2.05 (a2.13(a) and (b) hereof, commencing with the first Business Day following the Restatement Effective Closing Date, each borrowing of Revolving Loan Advances shall be advanced by the Administrative Agent and each payment by the Borrowers Borrower on account of Revolving Loans Advances shall be applied first to those Revolving Loans Advances advanced by the Administrative Agent. On or before 1:00 P.M., New York timep.m. Pacific Time, on each Settlement Date commencing with the first Settlement Date following the Restatement Effective Closing Date, the Administrative Agent and Lenders shall make certain payments as follows: (I) if the aggregate amount of new Revolving Loans Advances made by the Administrative Agent during the preceding Week (if any) exceeds the aggregate amount of repayments applied to outstanding Revolving Loans Advances during such preceding Week, then each Lender shall provide the Administrative Agent with immediately available funds in an amount equal to its applicable Pro Rata Commitment Percentage of the difference between (w) such Revolving Loans Advances and (x) such repayments and (II) if the aggregate amount of repayments applied to outstanding Revolving Loans Advances during such Week exceeds the aggregate amount of new Revolving Credit Loans Advances made during such Week, then the Administrative Agent shall provide each Lender with immediately available funds in an amount equal to its applicable Pro Rata Commitment Percentage of the difference between (y) such repayments and (z) such Revolving LoansAdvances. (ii) Each Lender shall be entitled to earn interest at the rate applicable to the rate Contract Rate on the outstanding Revolving Loans Advances which it has funded. (iii) Promptly following each Settlement Date, the Administrative Agent shall submit to each Lender a certificate with respect to payments received and Revolving Loans Advances made during the Week immediately preceding such Settlement Date. Such certificate of the Administrative Agent shall be conclusive in the absence of manifest error. (d) If any Lender or Participant (a "Benefited Lender") shall at any time receive any payment of all or part of its Advances, or interest thereon, or receive any Collateral in respect thereof (whether voluntarily or involuntarily or by set-off) in a greater proportion than any such payment to and Collateral received by any other Lender, if any, in respect of such other Lender's Advances, or interest thereon, and such greater proportionate payment or receipt of Collateral is not expressly permitted hereunder, such Benefited Lender shall purchase for cash from the other Lenders a participation in such portion of each such other Lender's Advances, or shall provide such other Lender with the benefits of any such Collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such Collateral or proceeds ratably with each of the other Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Each Lender so purchasing a portion of another Lender's Advances may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion. (e) Unless the Administrative Agent shall have been notified by telephone, confirmed in writing, by any Lender that such Lender will not make the amount which would constitute its applicable Pro Rata Commitment Percentage of the Revolving Loans Advances available to the Administrative Agent, the Administrative Agent may (but shall not be obligated to) assume that such Lender shall make such amount available to the Administrative Agent on the next Settlement Date and, in reliance upon such assumption, make available to the Borrowers Borrower a corresponding amount. The Administrative Agent will promptly notify the Borrowing Agent Borrower of its receipt of any such notice from a Lender. If such amount is made available to the Administrative Agent on a date after such next Settlement Date, such Lender shall pay to the Administrative Agent on demand an amount equal to the product of (i) the daily average Federal Funds Rate (computed on the basis of a year of 360 three hundred sixty (360) days) during such period as quoted by the Administrative Agent, times (ii) such amount, times (iii) the number of days from and including such Settlement Date to the date on which such amount becomes immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this paragraph subsection (e) shall be conclusive, in the absence of manifest error. If such amount is not in fact made available to the Administrative Agent by such Lender within three (3) Business Days after such Settlement Date, the Administrative Agent shall be entitled to recover such an amount, with interest thereon at the rate per annum then applicable to such Revolving Loans Advances hereunder, on demand from the applicable Borrower; provided, however, that the Administrative Agent's right to such recovery shall not prejudice or otherwise adversely affect the Borrower's rights (if any) against such Lender.

Manner of Borrowing and Payment. (a) Each borrowing of Revolving Credit Borrowing Advances shall be advanced according to the applicable Pro Rata Commitment Percentages of Lenders. The Term Loan shall be advanced according to the Revolving Credit Commitment Percentages of Lenders. (b) Each payment (including each prepayment) by a Borrower on account of the principal of and interest on the Revolving Loans Advances, shall be applied to the Revolving Loans of such Borrower Advances pro rata according to the applicable Pro Rata Commitment Percentages of Lenders. Each payment (including each prepayment) by Borrower on account of the Revolving Credit principal of and interest on the Term Note, shall be made from or to, or applied to that portion of the Term Loan evidenced by the Term Note pro rata according to the Commitment Percentages of Lenders. Except as expressly provided herein, all payments (including prepayments) to be made by the Borrowers Borrower on account of principal, interest and fees shall be made without set off or counterclaim and shall be made to the Administrative Agent on behalf of the Lenders to the Payment Office, in each case on or prior to 1:00 P.M., New York time, in Dollars and in immediately available funds. (i) Notwithstanding anything to the contrary contained in Sections 2.03 or 2.05 (a2.10(a) and (b) hereof, commencing with the first Business Day following the Restatement Effective Closing Date, each borrowing of Revolving Loan Advances shall be advanced by the Administrative Agent and each payment by the Borrowers Borrower on account of Revolving Loans Advances shall be applied first to those Revolving Loans Advances advanced by the Administrative Agent. On or before 1:00 P.M., New York time, on each Settlement Date commencing with the first Settlement Date following the Restatement Effective Closing Date, the Administrative Agent and Lenders shall make certain payments as follows: (I) if the aggregate amount of new Revolving Loans Advances made by the Administrative Agent during the preceding Week (if any) exceeds the aggregate amount of repayments applied to outstanding Revolving Loans Advances during such preceding Week, then each Lender shall provide the Administrative Agent with immediately available funds in an amount equal to its applicable Pro Rata Commitment Percentage of the difference between (w) such Revolving Loans Advances and (x) such repayments and (II) if the aggregate amount of repayments applied to outstanding Revolving Loans Advances during such Week exceeds the aggregate amount of new Revolving Credit Loans Advances made during such Week, then the Administrative Agent shall provide each Lender with immediately available funds in an amount equal to its applicable Pro Rata Commitment Percentage of the difference between (y) such repayments and (z) such Revolving LoansAdvances. (ii) Each Lender shall be entitled to earn interest at the rate applicable to the rate Revolving Interest Rate on the outstanding Revolving Loans Advances which it has funded. (iii) Promptly following each Settlement Date, the Administrative Agent shall submit to each Lender a certificate with respect to payments received and Revolving Loans Advances made during the Week immediately preceding such Settlement Date. Such certificate of the Administrative Agent shall be conclusive in the absence of manifest error. (d) If any Lender or Participant (a “benefited Lender”) shall at any time receive any payment of all or part of its Advances, or interest thereon, or receive any Collateral in respect thereof (whether voluntarily or involuntarily or by set-off) in a greater proportion than any such payment to and Collateral received by any other Lender, if any, in respect of such other Lender’s Advances, or interest thereon, and such greater proportionate payment or receipt of Collateral is not expressly permitted hereunder, such benefited Lender shall purchase for cash from the other Lenders a participation in such portion of each such other Lender’s Advances, or shall provide such other Lender with the benefits of any such Collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such Collateral or proceeds ratably with each of the other Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Each Lender so purchasing a portion of another Lender’s Advances may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion. (e) Unless the Administrative Agent shall have been notified by telephone, confirmed in writing, by any Lender that such Lender will not make the amount which would constitute its applicable Pro Rata Commitment Percentage of the Revolving Loans Advances available to the Administrative Agent, the Administrative Agent may (but shall not be obligated to) assume that such Lender shall make such amount available to the Administrative Agent on the next Settlement Date and, in reliance upon such assumption, make available to the Borrowers Borrower a corresponding amount. The Administrative Agent will promptly notify the Borrowing Agent Borrower of its receipt of any such notice from a Lender. If such amount is made available to the Administrative Agent on a date after such next Settlement Date, such Lender shall pay to the Administrative Agent on demand an amount equal to the product of (i) the daily average Federal Funds Rate (computed on the basis of a year of 360 days) during such period as quoted by the Administrative Agent, times (ii) such amount, times (iii) the number of days from and including such Settlement Date to the date on which such amount becomes immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this paragraph (e) shall be conclusive, in the absence of manifest error. If such amount is not in fact made available to the Administrative Agent by such Lender within three (3) Business Days after such Settlement Date, the Administrative Agent shall be entitled to recover such an amount, with interest thereon at the rate per annum then applicable to such Revolving Loans Advances hereunder, on demand from the applicable Borrower; provided, however, that the Administrative Agent's ’s right to such recovery shall not prejudice or otherwise adversely affect the Borrower's ’s rights (if any) against such Lender.

Manner of Borrowing and Payment. (a) Each borrowing of Revolving Credit Borrowing Advances shall be advanced according to the applicable Pro Rata Commitment Percentages of the Revolving Credit Lenders. (b) Each payment (including each prepayment) by a any Borrower on account of the principal of and interest on the Revolving Loans Advances, shall be applied to the Revolving Loans Advances of such Borrower the relevant Borrowing Group pro rata according to the applicable Pro Rata Commitment Percentages of the Revolving Credit Lenders. Except as expressly provided herein, all payments (including prepayments) to be made by the Borrowers any Borrower on account of principal, interest and fees shall be made without set off or counterclaim and shall be made to the Administrative Agent on behalf of the Lenders to the Payment Office, in each case on or prior to 1:00 P.M., New York time, in Dollars and in immediately available funds. (i) Notwithstanding anything to the contrary contained in Sections 2.03 or 2.05 (a2.20(a) and (b) hereof, commencing with the first Business Day following the Restatement Effective Closing Date, each borrowing of Revolving Loan Advances shall be advanced by the Administrative Agent and each payment by the Borrowers any Borrower on account of Revolving Loans Advances shall be applied first to those Revolving Loans Advances advanced by the Administrative Agent. On or before 1:00 P.M., New York time, on each Settlement Date commencing with the first Settlement Date following the Restatement Effective Closing Date, the Administrative Agent and Lenders shall make certain payments as follows: (I) if the aggregate amount of new Revolving Loans Advances made by the Administrative Agent during the preceding Week (if any) exceeds the aggregate amount of repayments applied to outstanding Revolving Loans Advances during such preceding Week, then each Lender shall provide the Administrative Agent with immediately available funds in an amount equal to its applicable Pro Rata Commitment Percentage of the difference between (w) such Revolving Loans Advances and (x) such repayments and (II) if the aggregate amount of repayments applied to outstanding Revolving Loans Advances during such Week exceeds the aggregate amount of new Revolving Credit Loans Advances made during such Week, then the Administrative Agent shall provide each Lender with immediately available funds in an amount equal to its applicable Pro Rata Commitment Percentage of the difference between (y) such repayments and (z) such Revolving LoansAdvances. (ii) Each Lender shall be entitled to earn interest at the rate applicable to the rate Revolving Interest Rate on the outstanding Revolving Loans Advances which it has funded. (iii) Promptly following each Settlement Date, the Administrative Agent shall submit to each Lender a certificate with respect to payments received and Revolving Loans Advances made during the Week immediately preceding such Settlement Date. Such certificate of the Administrative Agent shall be conclusive in the absence of manifest error. (d) If any Lender or Participant (a “benefited Lender”) shall at any time receive any payment of all or part of its Advances, or interest thereon, or receive any Collateral in respect thereof (whether voluntarily or involuntarily or by set-off) in a greater proportion than any such payment to and Collateral received by any other Lender, if any, in respect of such other Lender’s Advances, or interest thereon, and such greater proportionate payment or receipt of Collateral is not expressly permitted hereunder, such benefited Lender shall purchase for cash from the other Lenders a participation in such portion of each such other Lender’s Advances, or shall provide such other Lender with the benefits of any such Collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such Collateral or proceeds ratably with each of the other Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Each Lender so purchasing a portion of another Lender’s Advances may exercise all rights of payment (including rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion. (e) Unless the Administrative Agent shall have been notified by telephone, confirmed in writing, by any Lender that such Lender will not make the amount which would constitute its applicable Pro Rata Commitment Percentage of the Revolving Loans Advances available to the Administrative Agent, the Administrative Agent may (but shall not be obligated to) assume that such Lender shall make such amount available to the Administrative Agent on the next Settlement Date and, in reliance upon such assumption, make available to the Borrowers a corresponding amount. The Administrative Agent will promptly notify the Borrowing Agent of its receipt of any such notice from a Lender. If such amount is made available to the Administrative Agent on a date after such next Settlement Date, such Lender shall pay to the Administrative Agent on demand an amount equal to the product of (i) the daily average Federal Funds Effective Rate (computed on the basis of a year of 360 days) during such period as quoted by the Administrative Agent, times (ii) such amount, times (iii) the number of days from and including such Settlement Date to the date on which such amount becomes immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this paragraph (e) shall be conclusive, in the absence of manifest error. If such amount is not in fact made available to the Administrative Agent by such Lender within three (3) Business Days after such Settlement Date, the Administrative Agent shall be entitled to recover such an amount, with interest thereon at the rate per annum then applicable to such Revolving Loans Advances hereunder, on demand from the applicable BorrowerBorrowing Group; provided, however, that the Administrative Agent's ’s right to such recovery shall not prejudice or otherwise adversely affect the Borrower's Borrowers’ rights (if any) against such Lender.

Manner of Borrowing and Payment. (a) Each borrowing of Revolving Credit Borrowing Advances shall be advanced according to the applicable Pro Rata Commitment Percentages of Lenders. The Term Loan and Equipment Loan shall each be advanced according to the Revolving Credit Commitment Percentages of Lenders. (b) Each payment (including each prepayment) by a Borrower on account of the principal of and interest on the Revolving Loans a type of Advance shall be applied to the Revolving Loans applicable type of such Borrower Advance pro rata according to the applicable Pro Rata Commitment Percentages of the Revolving Credit Lenders. Except as expressly provided herein, all payments (including prepayments) to be made by the Borrowers Borrower on account of principal, interest and fees shall be made without set set-off or counterclaim and shall be made to the Administrative Agent on behalf of the Lenders to the Payment Office, in each case on or prior to 1:00 P.M., PK New York time, in Dollars and in immediately available funds. Payments on account of the Revolving Advances are also subject to the provisions of Section 4.15(h). (i) Notwithstanding anything to the contrary contained in Sections 2.03 or 2.05 (a2.10(a) and (b) hereof), commencing with the first Business Day following the Restatement Effective Closing Date, each borrowing of Revolving Loan Advances shall be advanced by the Administrative Agent and each payment by the Borrowers Borrower on account of Revolving Loans Advances shall be applied first to those Revolving Loans advanced Advances made by the Administrative Agent. On or before 1:00 P.M.PM, New York time, on each Settlement Date commencing with the first Settlement Date following the Restatement Effective Closing Date, the Administrative Agent and Lenders shall make certain payments as follows: : (I1) if the aggregate amount of new Revolving Loans Advances made by the Administrative Agent during the preceding Week (if any) exceeds the aggregate amount of repayments applied to outstanding Revolving Loans Advances during such preceding Week, then each Lender shall provide the Administrative Agent with immediately available funds in an amount equal to its applicable Pro Rata Commitment Percentage of the difference between (w) such Revolving Loans Advances and (x) such repayments and (II11) if the aggregate amount of repayments applied to outstanding Revolving Loans Advances during such Week exceeds the aggregate amount of new Revolving Credit Loans made during such Week, then the Administrative Agent shall provide each Lender with immediately available funds in an amount equal to its applicable Pro Rata Percentage of the difference between (y) such repayments and (z) such Revolving Loans. (ii) Each Lender shall be entitled to earn interest at the rate applicable to the rate on the outstanding Revolving Loans which it has funded. (iii) Promptly following each Settlement Date, the Administrative Agent shall submit to each Lender a certificate with respect to payments received and Revolving Loans made during the Week immediately preceding such Settlement Date. Such certificate of the Administrative Agent shall be conclusive in the absence of manifest error. (d) Unless the Administrative Agent shall have been notified by telephone, confirmed in writing, by any Lender that such Lender will not make the amount which would constitute its applicable Pro Rata Percentage of the Revolving Loans available to the Administrative Agent, the Administrative Agent may (but shall not be obligated to) assume that such Lender shall make such amount available to the Administrative Agent on the next Settlement Date and, in reliance upon such assumption, make available to the Borrowers a corresponding amount. The Administrative Agent will promptly notify the Borrowing Agent of its receipt of any such notice from a Lender. If such amount is made available to the Administrative Agent on a date after such next Settlement Date, such Lender shall pay to the Administrative Agent on demand an amount equal to the product of (i) the daily average Federal Funds Rate (computed on the basis of a year of 360 days) during such period as quoted by the Administrative Agent, times (ii) such amount, times (iii) the number of days from and including such Settlement Date to the date on which such amount becomes immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this paragraph shall be conclusive, in the absence of manifest error. If such amount is not in fact made available to the Administrative Agent by such Lender within three (3) Business Days after such Settlement Date, the Administrative Agent shall be entitled to recover such an amount, with interest thereon at the rate per annum then applicable to such Revolving Loans hereunder, on demand from the applicable Borrower; provided, however, that the Administrative Agent's right to such recovery shall not prejudice or otherwise adversely affect the Borrower's rights (if any) against such Lender.Advances made

Manner of Borrowing and Payment. (a) Each borrowing of Revolving Credit Borrowing Advances shall be advanced according to the applicable Pro Rata Commitment Percentages of the Revolving Credit Lenders. (b) Each payment (including each prepayment) by a any Borrower on account of the principal of and interest on the Revolving Loans Advances, shall be applied to the Revolving Loans of such Borrower Advances pro rata according to the applicable Pro Rata Commitment Percentages of the Revolving Credit Lenders. Except as expressly provided herein, all payments (including prepayments) to be made by the Borrowers any Borrower on account of principal, interest and fees shall be made without set off or counterclaim and shall be made to the Administrative Agent on behalf of the Lenders to the Payment Office, in each case on or prior to 1:00 P.M., New York timep.m., in Dollars and in immediately available funds. (i) Notwithstanding anything to the contrary contained in Sections 2.03 or 2.05 (a2.20(a) and (b) hereof, commencing with the first Business Day following the Restatement Effective Closing Date, each borrowing of Revolving Loan Advances shall be advanced by the Administrative Agent and each payment by the Borrowers Borrower on account of Revolving Loans Advances shall be applied first to those Revolving Loans Advances advanced by the Administrative Agent. On or before 1:00 P.M., New York timep.m., on each Settlement Date commencing with the first Settlement Date following the Restatement Effective Closing Date, the Administrative Agent and Lenders shall make certain payments as follows: (I) if the aggregate amount of new Revolving Loans Advances made by the Administrative Agent during the preceding Week (if any) exceeds the aggregate amount of repayments applied to outstanding Revolving Loans Advances during such preceding Week, then each Lender shall provide the Administrative Agent with immediately available funds in an amount equal to its applicable Pro Rata Commitment Percentage of the difference between (w) such Revolving Loans Advances and (x) such repayments and (II) if the aggregate amount of repayments applied to outstanding Revolving Loans Advances during such Week exceeds the aggregate amount of new Revolving Credit Loans Advances made during such Week, then the Administrative Agent shall provide each Lender with immediately available funds in an amount equal to its applicable Pro Rata Commitment Percentage of the difference between (y) such repayments and (z) such Revolving LoansAdvances. (ii) Each Lender shall be entitled to earn interest at the rate applicable to the rate Revolving Interest Rate on the outstanding Revolving Loans Advances which it has funded. (iii) Promptly following each Settlement Date, the Administrative Agent shall submit to each Lender a certificate with respect to payments received and Revolving Loans Advances made during the Week immediately preceding such Settlement Date. Such certificate of the Administrative Agent shall be conclusive in the absence of manifest error. (d) If any Lender or Participant (a “Benefited Lender”) shall at any time receive any payment of all or part of its Advances, or interest thereon, or receive any Collateral in respect thereof (whether voluntarily or involuntarily or by set-off) in a greater proportion than any such payment to and Collateral received by any other Lender, if any, in respect of such other Lender’s Advances, or interest thereon, and such greater proportionate payment or receipt of Collateral is not expressly permitted hereunder, such benefited Lender shall purchase for cash from the other Lenders a participation in such portion of each such other Lender’s Advances, or shall provide such other Lender with the benefits of any such Collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such Collateral or proceeds ratably with each of the other Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Each Lender so purchasing a portion of another Lender’s Advances may exercise all rights of payment (including rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion. (e) Unless the Administrative Agent shall have been notified by telephone, confirmed in writing, by any Lender that such Lender will not make the amount which would constitute its applicable Pro Rata Commitment Percentage of the Revolving Loans Advances available to the Administrative Agent, the Administrative Agent may (but shall not be obligated to) assume that such Lender shall make such amount available to the Administrative Agent on the next Settlement Date and, in reliance upon such assumption, make available to the Borrowers a corresponding amount. The Administrative Agent will promptly notify the Borrowing Agent of its receipt of any such notice from a Lender. If such amount is made available to the Administrative Agent on a date after such next Settlement Date, such Lender shall pay to the Administrative Agent on demand an amount equal to the product of (i) the daily average Federal Funds Open Rate (computed on the basis of a year of 360 days) during such period as quoted by the Administrative Agent, times (ii) such amount, times (iii) the number of days from and including such Settlement Date to the date on which such amount becomes immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this paragraph (e) shall be conclusive, in the absence of manifest error. If such amount is not in fact made available to the Administrative Agent by such Lender within three (3) Business Days after such Settlement Date, the Administrative Agent shall be entitled to recover such an amount, with interest thereon at the rate per annum then applicable to such Revolving Loans Advances hereunder, on demand from the applicable BorrowerBorrowers; provided, however, that the Administrative Agent's ’s right to such recovery shall not prejudice or otherwise adversely affect the Borrower's Borrowers’ rights (if any) against such Lender.