Common use of Adjusting Purchase Payments Clause in Contracts

Adjusting Purchase Payments. Principal amounts outstanding under the Commitment (as defined in the Original Credit Agreement) on the Closing Date (the “Carryover Principal Balance”), shall remain outstanding hereunder. Concurrently with the effectiveness of this Agreement, the Lenders agree to purchase and sell undivided interests in the Carryover Principal Balance by making or receiving adjusting purchase payments as specified in Exhibit I hereto (the “Adjusting Purchase Payment(s)”) so that the Carryover Principal Balance will be properly allocated and owing to the Lenders under the Notes in accordance with the Pro Rata Shares specified in Schedule 1.1 hereto. Each Lender making an Adjusting Purchase Payment shall deliver it to the Agent and the Agent shall forward such Adjusting Purchase Payments to the Lenders entitled thereto promptly after receipt in accordance with the allocations specified in Exhibit I. On the Closing Date, in addition to any other Advances that may be made, each Lender shall be deemed as having an Advance outstanding in the amount of its Pro Rata Share of the Carryover Principal Balance. As of the Effective Date, the Lenders shall hold participations in all issued and outstanding Letters of Credit in accordance with their Pro Rata Shares. As of the Closing Date, Revolving Credit Facility Usage is $60,181,000 which amount consists of (i) $49,000,000 of outstanding Advances under the Revolving Facility, (ii) issued and outstanding Letters of Credit with an Aggregate Effective Amount of $11,181,000.00 and (iii) no outstanding Swing Line Loans.

Adjusting Purchase Payments. Principal amounts Revolving Credit Facility Usage as outstanding under the Commitment (as defined in the Original Credit Agreement) on the Closing Date (the “Carryover Principal Balance”), shall remain outstanding hereunder. Concurrently with immediately prior to the effectiveness of this AgreementAmendment (the “Existing Usage”) shall remain outstanding after giving effect to this Amendment. On the Effective Date, the applicable Lenders agree to purchase and sell undivided interests in the Carryover Principal Balance Existing Usage (such purchases and sales to be free and clear of Liens created, incurred, assumed or suffered to exist by, through or under the Lenders selling such undivided interests, but otherwise without recourse or warranty of any kind or nature whatsoever) by making or receiving adjusting purchase payments Adjusting Purchase Payments as specified in Exhibit I hereto Annex II to this Amendment (the “Adjusting Purchase Payment(s)Payments”) so that the Carryover Principal Balance Existing Usage will be properly allocated and owing to the Lenders under the Notes Lenders, as applicable, in accordance with the Pro Rata Shares specified in Schedule 1.1 heretosuch Annex II. Each Lender making an Adjusting Purchase Payment shall deliver it to the Administrative Agent and the Administrative Agent shall forward such Adjusting Purchase Payments to the Lenders entitled thereto promptly after receipt in accordance with the allocations specified in Exhibit I. On such Annex II. As of the Closing Effective Date, in addition to any other Advances that may be made, each Lender shall be deemed as having an Advance Advances outstanding in the amount of its Pro Rata Share of the Carryover Principal BalanceExisting Usage consisting of outstanding Advances. As In addition, as of the Effective Date, the Lenders shall hold participations in all issued and the outstanding Letters of Credit as provided in Section 2.5 in accordance with their Pro Rata Shares. As of the Closing Effective Date, Revolving Credit Facility Usage without giving effect to any Advances to be made on the Effective Date, (a) the outstanding principal balance of all Advances is $60,181,000 which amount consists of 19,000,000.00, and (ib) $49,000,000 of outstanding Advances under the Revolving Facility, (ii) issued and outstanding Letters of Credit with an Aggregate Effective Amount of all Letters of Credit is $11,181,000.00 and (iii) no outstanding Swing Line Loans11,081,000.00.

Adjusting Purchase Payments. Principal amounts Revolving Credit Facility Usage as outstanding under the Commitment (as defined in the Original Credit Agreement) on the Closing Date (the “Carryover Principal Balance”), shall remain outstanding hereunder. Concurrently with immediately prior to the effectiveness of this AgreementAmendment (the “Existing Usage”) shall remain outstanding after giving effect to this Amendment. On the Effective Date, the applicable Lenders agree to purchase and sell undivided interests in the Carryover Principal Balance Existing Usage (such purchases and sales to be free and clear of Liens created, incurred, assumed or suffered to exist by, through or under the Lenders selling such undivided interests, but otherwise without recourse or warranty of any kind or nature whatsoever) by making or receiving adjusting purchase payments Adjusting Purchase Payments as specified in Exhibit I hereto A to this Amendment (the “Adjusting Purchase Payment(s)Payments”) so that the Carryover Principal Balance Existing Usage will be properly allocated and owing to the Lenders under the Notes Lenders, as applicable, in accordance with the Pro Rata Shares specified in Schedule 1.1 heretoExhibit A to this Amendment. Each Lender making an Adjusting Purchase Payment shall deliver it to the Administrative Agent and the Administrative Agent shall forward such Adjusting Purchase Payments to the Lenders entitled thereto promptly after receipt in accordance with the allocations specified in Exhibit I. On A to this Amendment. As of the Closing Effective Date, in addition to any other Advances that may be made, each Lender shall be deemed as having an Advance Advances outstanding in the amount of its Pro Rata Share of the Carryover Principal BalanceExisting Usage consisting of outstanding Advances. As In addition, as of the Effective Date, the Lenders shall hold participations in all issued and the outstanding Letters of Credit as provided in Section 2.5 in accordance with their Pro Rata Shares. As of the Closing Effective Date, Revolving Credit Facility Usage is $60,181,000 which amount consists of (i) $49,000,000 of outstanding without giving effect to any Advances under to be made on the Revolving FacilityEffective Date, (iia) issued the outstanding principal balance of all Advances is [[$55,750,000]], and outstanding Letters of Credit with an (b) the Aggregate Effective Amount of all Letters of Credit is [[$11,181,000.00 and (iii) no outstanding Swing Line Loans11,131,000]].

Adjusting Purchase Payments. Principal amounts outstanding under the Commitment (as defined in the Original Credit Agreement) on the Closing Date (the “"Carryover Principal Balance”"), shall remain outstanding hereunder. Concurrently with the effectiveness of this Agreement, the Lenders agree to purchase and sell undivided interests in the Carryover Principal Balance by making or receiving adjusting purchase payments as specified in Exhibit I hereto (the “"Adjusting Purchase Payment(s)”") so that the Carryover Principal Balance will be properly allocated and owing to the Lenders under the Notes in accordance with the Pro Rata Shares specified in Schedule 1.1 hereto. Each Lender making an Adjusting Purchase Payment shall deliver it to the Agent and the Agent shall forward such Adjusting Purchase Payments to the Lenders entitled thereto promptly after receipt in accordance with the allocations specified in Exhibit I. On the Closing Date, in addition to any other Advances that may be made, each Lender shall be deemed as having an Advance outstanding in the amount of its Pro Rata Share of the Carryover Principal Balance. As of the Effective Date, the Lenders shall hold participations in all issued and outstanding Letters of Credit in accordance with their Pro Rata Shares. As of the Closing Date, Revolving Credit Facility Usage is $60,181,000 which amount consists of (i) $49,000,000 of outstanding Advances under the Revolving Facility, (ii) issued and outstanding Letters of Credit with an Aggregate Effective Amount of $11,181,000.00 and (iii) no outstanding Swing Line Loans.

Adjusting Purchase Payments. Principal amounts Revolving Credit Facility Usage as outstanding under the Commitment (as defined in the Original Credit Agreement) on the Closing Date (the “Carryover Principal Balance”), shall remain outstanding hereunder. Concurrently with immediately prior to the effectiveness of this AgreementAmendment (the "Existing Usage") shall remain outstanding after giving effect to this Amendment. On the Effective Date, the applicable Lenders agree to purchase and sell undivided interests in the Carryover Principal Balance Existing Usage (such purchases and sales to be free and clear of Liens created, incurred, assumed or suffered to exist by, through or under the Lenders selling such undivided interests, but otherwise without recourse or warranty of any kind or nature whatsoever) by making or receiving adjusting purchase payments Adjusting Purchase Payments as specified in Exhibit I hereto A to this Amendment (the “"Adjusting Purchase Payment(s)”Payments") so that the Carryover Principal Balance Existing Usage will be properly allocated and owing to the Lenders under the Notes Lenders, as applicable, in accordance with the Pro Rata Shares specified in Schedule 1.1 heretoExhibit A to this Amendment. Each Lender making an Adjusting Purchase Payment shall deliver it to the Administrative Agent and the Administrative Agent shall forward such Adjusting Purchase Payments to the Lenders entitled thereto promptly after receipt in accordance with the allocations specified in Exhibit I. On A to this Amendment. As of the Closing Effective Date, in addition to any other Advances that may be made, each Lender shall be deemed as having an Advance Advances outstanding in the amount of its Pro Rata Share of the Carryover Principal BalanceExisting Usage consisting of outstanding Advances. As In addition, as of the Effective Date, the Lenders shall hold participations in all issued and the outstanding Letters of Credit as provided in Section 2.5 in accordance with their Pro Rata Shares. As of the Closing Effective Date, Revolving Credit Facility Usage is $60,181,000 which amount consists of (i) $49,000,000 of outstanding without giving effect to any Advances under to be made on the Revolving FacilityEffective Date, (iia) issued the outstanding principal balance of all Advances is [[$55,750,000]], and outstanding Letters of Credit with an (b) the Aggregate Effective Amount of all Letters of Credit is [[$11,181,000.00 and (iii) no outstanding Swing Line Loans11,131,000]].

Adjusting Purchase Payments. Principal amounts Revolving Credit Facility Usage as outstanding under the Commitment (as defined in the Original Credit Agreement) on the Closing Date (the “Carryover Principal Balance”), shall remain outstanding hereunder. Concurrently with immediately prior to the effectiveness of this AgreementAmendment (the "Existing Usage") shall remain outstanding after giving effect to this Amendment. On the Effective Date, the applicable Lenders agree to purchase and sell undivided interests in the Carryover Principal Balance Existing Usage (such purchases and sales to be free and clear of Liens created, incurred, assumed or suffered to exist by, through or under the Lenders selling such undivided interests, but otherwise without recourse or warranty of any kind or nature whatsoever) by making or receiving adjusting purchase payments Adjusting Purchase Payments as specified in Exhibit I hereto Annex II to this Amendment (the “"Adjusting Purchase Payment(s)”Payments") so that the Carryover Principal Balance Existing Usage will be properly allocated and owing to the Lenders under the Notes Lenders, as applicable, in accordance with the Pro Rata Shares specified in Schedule 1.1 heretosuch Annex II. Each Lender making an Adjusting Purchase Payment shall deliver it to the Administrative Agent and the Administrative Agent shall forward such Adjusting Purchase Payments to the Lenders entitled thereto promptly after receipt in accordance with the allocations specified in Exhibit I. On such Annex II. As of the Closing Effective Date, in addition to any other Advances that may be made, each Lender shall be deemed as having an Advance Advances outstanding in the amount of its Pro Rata Share of the Carryover Principal BalanceExisting Usage consisting of outstanding Advances. As In addition, as of the Effective Date, the Lenders shall hold participations in all issued and the outstanding Letters of Credit as provided in Section 2.5 in accordance with their Pro Rata Shares. As of the Closing Effective Date, Revolving Credit Facility Usage without giving effect to any Advances to be made on the Effective Date, (a) the outstanding principal balance of all Advances is $60,181,000 which amount consists of 19,000,000.00, and (ib) $49,000,000 of outstanding Advances under the Revolving Facility, (ii) issued and outstanding Letters of Credit with an Aggregate Effective Amount of all Letters of Credit is $11,181,000.00 and (iii) no outstanding Swing Line Loans11,081,000.00.

Adjusting Purchase Payments. Principal amounts Revolving Credit Facility Usage as outstanding under the Commitment (as defined in the Original Credit Agreement) on the Closing Date (the “Carryover Principal Balance”), shall remain outstanding hereunder. Concurrently with immediately prior to the effectiveness of this AgreementAmendment (the “Existing Usage”) shall remain outstanding after giving effect to this Amendment. On the Effective Date, the applicable Lenders agree to purchase and sell undivided interests in the Carryover Principal Balance Existing Usage (such purchases and sales to be free and clear of Liens created, incurred, assumed or suffered to exist by, through or under the Lenders selling such undivided interests, but otherwise without recourse or warranty of any kind or nature whatsoever) by making or receiving adjusting purchase payments Adjusting Purchase Payments as specified in Exhibit I hereto A to this Amendment (the “Adjusting Purchase Payment(s)Payments”) so that the Carryover Principal Balance Existing Usage will be properly allocated and owing to the Lenders under the Notes Lenders, as applicable, in accordance with the Pro Rata Shares specified in Schedule 1.1 heretoExhibit A to this Amendment. Each Lender making an Adjusting Purchase Payment shall deliver it to the Administrative Agent and the Administrative Agent shall forward such Adjusting Purchase Payments to the Lenders entitled thereto promptly after receipt in accordance with the allocations specified in Exhibit I. On A to this Amendment. As of the Closing Effective Date, in addition to any other Advances that may be made, each Lender shall be deemed as having an Advance Advances outstanding in the amount of its Pro Rata Share of the Carryover Principal BalanceExisting Usage consisting of outstanding Advances. As In addition, as of the Effective Date, the Lenders shall hold participations in all issued and the outstanding Letters of Credit as provided in Section 2.5 in accordance with their Pro Rata Shares. As of the Closing Effective Date, Revolving Credit Facility Usage without giving effect to any Advances to be made on the Effective Date, (a) the outstanding principal balance of all Advances is $60,181,000 which amount consists of 55,750,000, and (ib) $49,000,000 of outstanding Advances under the Revolving Facility, (ii) issued and outstanding Letters of Credit with an Aggregate Effective Amount of all Letters of Credit is $11,181,000.00 and (iii) no outstanding Swing Line Loans11,131,000.

Adjusting Purchase Payments. Principal amounts outstanding under the Line A Commitment (as defined in or the Original Credit Agreement) Line B Commitment of the Second Amended Loan Agreement on the Closing Date effective date of this Agreement (the “"Carryover Principal Balance”), shall ") remain outstanding under the Line A Commitment or Line B Commitment, as applicable, hereunder. Concurrently with the effectiveness of this AgreementAgreement and the making of the initial Loan as provided in Section 8.1, the Lenders Banks agree to purchase and sell undivided interests in the Carryover Principal Balance by making or receiving adjusting purchase payments Adjusting Purchase Payments as specified in Exhibit I hereto Schedule 2.9 (the “"Adjusting Purchase Payment(sPayment( s)”") so that the Carryover Principal Balance will be properly allocated and owing to the Lenders Banks under the Notes in accordance with the Pro Pro- Rata Shares specified in Schedule 1.1 hereto1.1. Each Lender Bank making an Adjusting Purchase Payment shall deliver it to the Administrative Agent together with its funding of its initial Advance, and the Administrative Agent shall forward such Adjusting Purchase Payments to the Lenders Banks entitled thereto promptly after receipt in accordance with the allocations specified in Exhibit I. Schedule 2.9. On the Closing Dateeffective date of this Agreement, in addition to any other Advances that may be made, each Lender Bank shall be deemed as having made an Advance outstanding in the amount of its Pro Pro- Rata Share of the Carryover Principal Balance. The Aggregate Effective Amount with respect to Letters of Credit outstanding hereunder as of the effective date hereof is $3,164,956. As of the Effective Dateeffective date hereof, the Lenders Banks shall hold participations in all issued and outstanding such Letters of Credit as provided in Section 2.12 in accordance with their Pro Rata Shares. As of the Closing Date, Revolving Credit Facility Usage is $60,181,000 which amount consists of (i) $49,000,000 of outstanding Advances under the Revolving Facility, (ii) issued and outstanding Letters of Credit with an Aggregate Effective Amount of $11,181,000.00 and (iii) no outstanding Swing Line LoansShares as specified in Schedule 1.1 hereof.