Common use of Collateral Matters Clause in Contracts

Collateral Matters. (a) Each Agent may from time to time make such disbursements and advances (“Agent Advances”) which such Agent, in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof, to enhance the likelihood or maximize the amount of repayment by the Borrowers of the Loans, Reimbursement Obligations, Letter of Credit Obligations and other Obligations or to pay any other amount chargeable to the Borrowers pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Section 12.04. The Agent Advances shall be repayable on demand and be secured by the Collateral and shall bear interest at a rate per annum equal to the rate then applicable to Revolving Loans that are Reference Rate Loans. The Agent making any Agent Advances shall notify the other Agent, each Lender and the Administrative Borrower in writing of each such Agent Advance, which notice shall include a description of the purpose of such Agent Advance. Without limitation to its obligations pursuant to Section 10.05, each Lender agrees that it shall make available to the Agent making any Agent Advances, upon such Agent’s demand, in the currency in which the respective Agent Advance was made in immediately available funds, the amount equal to such Lender’s Pro Rata Share of each such Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunder. If such funds are not made available to such Agent by such Lender, such Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to such Agent, at the Federal Funds Effective Rate for three Business Days and thereafter at the Reference Rate.

Collateral Matters. (a) Each The Collateral Agent may from time to time make such disbursements and advances (“"Collateral Agent Advances”") which such the Collateral Agent, in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof, to enhance the likelihood or maximize the amount of repayment by the Borrowers of the Loans, Reimbursement Obligations, Letter of Credit Obligations Loans and other Obligations or to pay any other amount chargeable to the Borrowers pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Section 12.04. The Collateral Agent Advances shall be repayable on demand and be secured by the Collateral and shall bear interest at a rate per annum equal to the rate then applicable to Revolving Loans that are Reference Rate Loans. The Agent making any Collateral Agent Advances shall constitute Obligations hereunder which may be charged to the Loan Account in accordance with Section 4.01. The Collateral Agent shall notify the other Agent, each Lender and the Administrative Borrower in writing of each such Collateral Agent Advance, which notice shall include a description of the purpose of such Collateral Agent Advance. Without limitation to its obligations pursuant to Section 10.05, each Lender agrees that it shall make available to the Agent making any Agent AdvancesCollateral Agent, upon such the Collateral Agent’s 's demand, in the currency in which the respective Agent Advance was made Dollars in immediately available funds, the amount equal to such Lender’s 's Pro Rata Share of each such Collateral Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such the Collateral Agent by such Lender, such the Collateral Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to such the Collateral Agent, at the Federal Funds Effective Rate for three Business Days and thereafter at the Reference Rate.

Collateral Matters. (a) Each Any Agent may from time to time make such disbursements and advances (“"Agent Advances”") which such Agent, in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof, to enhance the likelihood or maximize the amount of repayment by the Borrowers of the Loans, Reimbursement Obligations, Letter of Credit Obligations and other Obligations or to pay any other amount chargeable to the Borrowers pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Section 12.04. The Agent Advances shall be repayable on demand and be secured by the Collateral and shall bear interest at a rate per annum equal to the rate then applicable to Revolving Loans that are Reference Rate Loans. The Agent Advances shall constitute Obligations hereunder which may be charged to the Loan Account in accordance with Section 4.01. The Agent making any the Agent Advances Advance shall notify the other Agent, Agent and each Lender and the Administrative Borrower in writing of each such Agent Advance, which notice shall include a description of the purpose of such Agent Advance. Without limitation to its obligations pursuant to Section 10.05, each Lender agrees that it shall make available to the Agent making any the Agent AdvancesAdvance, upon such Agent’s 's demand, in the currency in which the respective Agent Advance was made Dollars in immediately available funds, the amount equal to such Lender’s 's Pro Rata Share of each such Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to the Agent making such Agent Advance by such Lender, such Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to such Agent, at the Federal Funds Effective Rate for three Business Days and thereafter at the Reference Rate.

Collateral Matters. (a) Each The Collateral Agent may from time to time make such disbursements and advances (“Collateral Agent Advances”) which such the Collateral Agent, in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof, to enhance the likelihood or maximize the amount of repayment by the Borrowers of the Loans, Reimbursement Obligations, Letter of Credit Obligations Loans and other Obligations or to pay any other amount chargeable to the Borrowers pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Section 12.04. The Collateral Agent Advances shall be repayable on demand and be secured by the Collateral and shall bear interest at a rate per annum equal to the rate then applicable to Revolving Loans that are Reference Rate Loans. The Agent making any Collateral Agent Advances shall constitute Obligations hereunder which may be charged to the Loan Account in accordance with Section 4.01. The Collateral Agent shall notify the other Agent, each Lender and the Administrative Borrower in writing of each such Collateral Agent Advance, which notice shall include a description of the purpose of such Collateral Agent Advance. Without limitation to its obligations pursuant to Section 10.05, each Lender agrees that it shall make available to the Agent making any Agent AdvancesCollateral Agent, upon such the Collateral Agent’s demand, in the currency in which the respective Agent Advance was made Dollars in immediately available funds, the amount equal to such Lender’s Pro Rata Share of each such Collateral Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such the Collateral Agent by such Lender, such the Collateral Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to such the Collateral Agent, at the Federal Funds Effective Rate for three Business Days and thereafter at the Reference Rate.

Collateral Matters. (a) Each Agent may from time to time make such disbursements and advances (“Agent Advances”) which such Agent, in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof, to enhance the likelihood or maximize the amount of repayment by the Borrowers of the Loans, Reimbursement Obligations, Letter of Credit Obligations and other Obligations or to pay any other amount chargeable to the Borrowers pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Section 12.04. The Agent Advances shall be repayable on demand and be secured by the Collateral and shall bear interest at a rate per annum equal to the rate then applicable to Revolving Credit Loans that are Reference Base Rate Loans. The Agent making any Agent Advances shall notify the other Agent, each Lender and the Administrative Borrower in writing of each such Agent Advance, which notice shall include a description of the purpose of such Agent Advance. Without limitation to its obligations pursuant to Section 10.0510.05 [Indemnification], each Lender agrees that it shall make available to the Agent making any Agent Advances, upon such Agent’s demand, in the currency in which the respective Agent Advance was made in immediately available funds, the amount equal to such Lender’s Pro Rata Ratable Share of each such Agent Advance subject to the terms of, the Agreement Among LendersAdvance, provided that any such amount advanced by a Lender shall be deemed a Loan hereunder. If such funds are not made available to such Agent by such Lender, such Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to such Agent, at the Federal Funds Effective Rate for three Business Days and thereafter at the Reference Base Rate.

Collateral Matters. (a) Each The Administrative Agent may from time to time make such disbursements and advances (“Agent Advances”) which such that the Administrative Agent, in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof, to enhance the likelihood or maximize the amount of repayment by the Borrowers Borrower of the Loans, Reimbursement ObligationsLetters of Credit, Letter of Credit Obligations and other Obligations or to pay any other amount chargeable to the Borrowers Borrower or the other Credit Parties pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Section 12.0411.01. The Agent Advances shall constitute Obligations hereunder, shall be repayable on demand and demand, shall be secured by the Collateral and shall bear interest at a rate per annum equal to the rate then applicable to Revolving Loans that are Reference Base Rate Loans. The Administrative Agent making any Agent Advances shall notify the other Agent, each Lender and the Administrative Borrower in writing of each such Agent Advance, which notice shall include a description of the purpose of such Agent Advance. Without limitation to its obligations pursuant to Section 10.059.09, each Lender agrees that it shall make available to the Agent making any Agent AdvancesAdministrative Agent, upon such the Administrative Agent’s demand, in the currency in which the respective Agent Advance was made Dollars in immediately available funds, the amount equal to such Lender’s Pro Rata Share pro rata share of each such Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such the Administrative Agent by such Lender, such the Administrative Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to such the Administrative Agent, at the Federal Funds Effective Rate for three Business Days and thereafter at the Reference Base Rate.

Collateral Matters. (a) Each The Administrative Agent may from time to time make such disbursements and advances (“Agent Advances”) which such that the Administrative Agent, in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof, to enhance the likelihood or maximize the amount of repayment by the Borrowers Borrower of the Loans, Reimbursement Obligations, Letter of Credit Obligations Loans and other Obligations or to pay any other amount chargeable to the Borrowers Borrower or the other Credit Parties pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Section 12.0411.01. The Agent Advances shall constitute Obligations hereunder, shall be repayable on demand and demand, shall be secured by the Collateral and shall bear interest at a rate per annum equal to the rate then applicable to Revolving Loans that are Reference Base Rate Loans. The Administrative Agent making any Agent Advances shall notify the other Agent, each Lender and the Administrative Borrower in writing of each such Agent Advance, which notice shall include a description of the purpose of such Agent Advance. Without limitation to its obligations pursuant to Section 10.059.09, each Lender agrees that it shall make available to the Agent making any Agent AdvancesAdministrative Agent, upon such the Administrative Agent’s 's demand, in the currency in which the respective Agent Advance was made Dollars in immediately available funds, the amount equal to such Lender’s Pro Rata Share 's pro rata share of each such Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such the Administrative Agent by such Lender, such the Administrative Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to such the Administrative Agent, at the Federal Funds Effective Rate for three Business Days and thereafter at the Reference Base Rate.

Collateral Matters. (a) Each Any Agent may from time to time make such disbursements and advances (“Agent Advances”) which such Agent, in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof, to enhance the likelihood or maximize the amount of repayment by the Borrowers of the Loans, Reimbursement Obligations, Letter of Credit Obligations and other Obligations or to pay any other amount chargeable to the Borrowers pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Section 12.04. The Agent Advances shall be repayable on demand and be secured by the Collateral and shall bear interest at a rate per annum equal to the rate then applicable to Revolving Loans that are Reference Rate Loans. The Agent Advances shall constitute Obligations hereunder which may be charged to the Loan Account in accordance with Section 4.01. The Agent making any the Agent Advances Advance shall notify the other Agent, Agent and each Lender and the Administrative Borrower in writing of each such Agent Advance, which notice shall include a description of the purpose of such Agent Advance. Without limitation to its obligations pursuant to Section 10.05, each Lender agrees that it shall make available to the Agent making any the Agent AdvancesAdvance, upon such Agent’s demand, in the currency in which the respective Agent Advance was made Dollars in immediately available funds, the amount equal to such Lender’s Pro Rata Share of each such Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to the Agent making such Agent Advance by such Lender, such Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to such Agent, at the Federal Funds Effective Rate for three Business Days and thereafter at the Reference Rate.

Collateral Matters. (a) Each The Administrative Agent may from time to time make such disbursements and advances (“Administrative Agent Advances”) which such the Administrative Agent, in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof, to enhance the likelihood or maximize the amount of repayment by the Borrowers of the Loans, Reimbursement Obligations, Letter of Credit Obligations and other Obligations or to pay any other amount chargeable to the Borrowers pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Section 12.0411.03 and costs and expenses incurred by Administrative Agent in performing any covenant or agreement in accordance with the provisions of this Agreement and the other Loan Documents required to be performed by Borrowers which Borrowers has failed to perform, provided that the aggregate amount of Administrative Agent Advances not reimbursed by Borrower shall not exceed $2,500,000 without the consent of Required Lenders. The Administrative Agent Advances shall be repayable on demand and be secured by the Collateral and shall bear interest at a rate per annum equal to the rate then applicable to Revolving Loans that are Reference Rate LoansCollateral. The Agent making any Administrative Agent Advances shall constitute Obligations hereunder which may be charged to the Loan Account in accordance with Section 4.01. The Administrative Agent shall notify the other Agent, each Lender and the Administrative Borrower in writing of each such Administrative Agent Advance, which notice shall include a description of the purpose of such Administrative Agent Advance. Without limitation to its obligations pursuant to Section 10.059.05, each Lender agrees that it shall make available to the Agent making any Agent AdvancesAdministrative Agent, upon such the Administrative Agent’s demand, in the currency in which the respective Agent Advance was made Dollars in immediately available funds, the amount equal to such Lender’s Pro Rata Share of each such Administrative Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such the Administrative Agent by such Lender, such the Administrative Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to such the Administrative Agent, at the Federal Funds Effective Rate for three (3) Business Days and thereafter at the Reference Base Rate.

Collateral Matters. (a) Each Either Agent may from time to time while an Event of Default has occurred and is continuing make such disbursements and advances (“Agent Advances”) which such Agent, in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof, to enhance the likelihood or maximize the amount of repayment by the Borrowers of the Loans, Reimbursement Obligations, Letter of Credit Obligations Loans and other Obligations or to pay any other amount chargeable to the Borrowers pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Section 12.04; provided that the aggregate outstanding amount of the Agent Advances shall not exceed $2,000,000 at any time. The Agent Advances shall be repayable on demand and be secured by the Collateral and shall bear interest at a rate per annum equal to the rate then applicable to Revolving Loans that are Reference Rate Loans. The Agent Advances shall constitute Obligations hereunder which may be charged to the Loan Account in accordance with Section 4.02. Each Agent making any an Agent Advances Advance shall notify the other Agent, each Lender and the Administrative Borrower in writing of each such Agent Advance, which notice shall include a description of the purpose of such Agent Advance. Without limitation to its obligations pursuant to Section 10.05, each Lender agrees that it shall make available to the Agent making any Agent Advancessuch Agent, upon such Agent’s demand, in the currency in which the respective Agent Advance was made Dollars in immediately available funds, the amount equal to such Lender’s Pro Rata Share of each such Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such Agent by such Lender, such Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to such Agent, at the Federal Funds Effective Rate for three (3) Business Days and thereafter at the Reference Rate.

Collateral Matters. (a) Each The Collateral Agent may from time to time make such disbursements and advances (“Collateral Agent Advances”) which such the Collateral Agent, in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof, to enhance the likelihood or maximize the amount of repayment by the Borrowers Borrower of the Loans, Reimbursement Obligations, Letter of Credit Obligations Loans and other Obligations or to pay any other amount chargeable to the Borrowers Borrower pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Section 10.18 and Section 12.04. The Collateral Agent Advances shall be repayable on demand and be secured by the Collateral and shall bear interest at a rate per annum equal to the rate then applicable to Revolving Loans that are Reference Rate Loans. The Agent making any Collateral Agent Advances shall constitute Obligations hereunder which may be charged to the Loan Account in accordance with Section 4.01. The Collateral Agent shall notify the other Agent, each Lender and the Administrative Borrower in writing of each such Collateral Agent Advance, which notice shall include a description of the purpose of such Collateral Agent Advance. Without limitation to its obligations pursuant to Section 10.05, each Lender agrees that it shall make available to the Agent making any Agent AdvancesCollateral Agent, upon such the Collateral Agent’s demand, in the currency in which the respective Agent Advance was made Dollars in immediately available funds, the amount equal to such LenderXxxxxx’s Pro Rata Share of each such Collateral Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such the Collateral Agent by such Lender, such the Collateral Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to such the Collateral Agent, at the Federal Funds Effective Rate for three (3) Business Days and thereafter at the Reference Rate.

Collateral Matters. (a) Each The Collateral Agent may from time to time make such disbursements and advances (“Collateral Agent Advances”) which such the Collateral Agent, in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof, to enhance the likelihood or maximize the amount of repayment by the Borrowers of the Loans, Reimbursement Obligations, Letter of Credit Obligations and other Obligations or to pay any other amount chargeable to the Borrowers pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Section 12.04; provided, that, without the prior written consent of the Lenders, such Collateral Agent Advances shall not exceed $10,000,000 in the aggregate at any time outstanding. The Collateral Agent Advances shall be repayable on demand and be secured by the Collateral and shall bear interest at a rate per annum equal to the rate then applicable to Revolving Loans that are Reference Rate Loans. The Agent making any Collateral Agent Advances shall constitute Obligations hereunder which may be charged to the Loan Account in accordance with Section 4.01. The Collateral Agent shall notify the other Agent, each Lender and the Administrative Borrower in writing of each such Collateral Agent Advance, which notice shall include a description of the purpose of such Collateral Agent Advance. Without limitation to its obligations pursuant to Section 10.05, each Lender agrees that it shall make available to the Agent making any Agent AdvancesCollateral Agent, upon such the Collateral Agent’s demand, in the currency in which the respective Agent Advance was made Dollars in immediately available funds, the amount equal to such Lender’s Pro Rata Share of each such Collateral Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such the Collateral Agent by such Lender, such the Collateral Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to such the Collateral Agent, at the Federal Funds Effective Rate for three Business Days and thereafter at the Reference Rate.

Collateral Matters. (a) Each Agent may may, at its option, from time to time, at any time on or after an Event of Default and for so long as the same is continuing or upon any other failure of a condition precedent to the Revolving Loans and Letter of Credit Accommodations hereunder, make such disbursements and advances (“Special Agent Advances”) which such Agent, in its sole discretion, (i) deems necessary or desirable either to preserve, protect, prepare for sale preserve or lease or dispose of protect the Collateral or any portion thereof, thereof or (ii) to enhance the likelihood or maximize the amount of repayment by the Borrowers and Guarantors of the Loans, Reimbursement Revolving Loans and other Obligations, provided, that, the aggregate principal amount of the Special Agent Advances pursuant to this clause (ii), plus the then outstanding principal amount of the additional Loans and Letter of Credit Obligations and other Obligations Accommodations which Agent may make or provide as set forth in Section 12.8 hereof, shall not exceed the aggregate amount of the lesser of $10,000,000 or ten (10%) percent of the Maximum Credit outstanding at any time or (iii) to pay any other amount chargeable to the Borrowers any Borrower or Guarantor pursuant to the terms of this Agreement, including, without limitation, Agreement or any of the other Financing Agreements consisting of (A) costs, fees and expenses as described in Section 12.04and (B) payments to any issuer of Letter of Credit Accommodations. The Special Agent Advances shall be repayable on demand and be secured by the Collateral and shall bear interest at a rate per annum equal to the rate then applicable to Revolving Loans that are Reference Rate LoansCollateral. The Agent making any Special Agent Advances shall notify the other Agent, each Lender and the Administrative Borrower in writing of each such Agent Advance, which notice not constitute Revolving Loans but shall include a description of the purpose of such Agent Advanceotherwise constitute Obligations hereunder. Without limitation to of its obligations pursuant to Section 10.056.10, each Lender agrees that it shall make available to the Agent making any Agent AdvancesAgent, upon such Agent’s demand, in the currency in which the respective Agent Advance was made in immediately available funds, the amount equal to such Lender’s Pro Rata Share of each such Special Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such Agent by such Lender, such Lender shall be deemed a Defaulting Lender and Agent shall be entitled to recover such funds funds, on demand from such Lender, Lender together with interest thereon for each day from the date such payment was due until the date such amount is paid to such Agent, Agent at the Federal Funds Effective Rate for each day during such period (as published by the Federal Reserve Bank of New York or at Agent’s option based on the arithmetic mean determined by Agent of the rates for the last transaction in overnight Federal funds arranged prior to 9:00 a.m. (New York City time) on that day by each of the three Business Days leading brokers of Federal funds transactions in New York City selected by Agent) and thereafter if such amounts are not paid within three (3) days of Agent’s demand, at the Reference Ratehighest Interest Rate provided for in Section 3.1 hereof applicable to Prime Rate Loans.

Collateral Matters. (a) Each The Agent may from time to time time, during the occurrence and continuance of an Event of Default, make such disbursements and advances (“Agent Advances”) which such the Agent, in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale preserve or lease or dispose of protect the Collateral or any portion thereof, to enhance the likelihood or maximize the amount of repayment by the Borrowers of the Revolving Loans, Reimbursement Obligations, Letter of Credit Obligations and other Obligations (other than the Bank Product Obligations) or to pay any other amount chargeable to the Borrowers pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Section 12.04. The Agent Advances shall be repayable on demand and be secured by the Collateral and shall bear interest at a rate per annum equal to the rate then applicable to Revolving Loans that are Reference Rate LoansCollateral. The Agent making any Agent Advances shall not constitute Revolving Loans but shall otherwise constitute Obligations hereunder. The Agent shall notify the other Agent, each Lender and the Administrative Borrower in writing of each such Agent Advance, which notice shall include a description of the purpose of such Agent Advance. Without limitation to its obligations pursuant to Section 10.05, each Lender agrees that it shall make available to the Agent making any Agent AdvancesAgent, upon such the Agent’s demand, in the currency in which the respective Agent Advance was made Dollars in immediately available funds, the amount equal to such Lender’s Pro Rata Share of each such Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such the Agent by such Lender, such the Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon thereon, for each day from the date such payment was due until the date such amount is paid to such the Agent, at the Federal Funds Effective Rate for three Business Days and thereafter at the Reference Base Rate.

Collateral Matters. (a) Each The Collateral Agent may from time to time make such disbursements and advances (“Collateral Agent Advances”) which such the Collateral Agent, in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof, to enhance the likelihood or maximize the amount of repayment by the Borrowers Borrower of the Loans, Reimbursement Obligations, Letter of Credit Obligations Loans and other Obligations or to pay any other amount chargeable to the Borrowers Borrower pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Section 10.18 and Section 12.04. The Collateral Agent Advances shall be repayable on demand and be secured by the Collateral and shall bear interest at a rate per annum equal to the rate then applicable to Revolving Loans that are Reference Rate Loans. The Agent making any Collateral Agent Advances shall constitute Obligations hereunder which may be charged to the Loan Account in accordance with Section 4.01. The Collateral Agent shall notify the other Agent, each Lender and the Administrative Borrower in writing of each such Collateral Agent Advance, which notice shall include a description of the purpose of such Collateral Agent Advance. Without limitation to its obligations pursuant to Section 10.05, each Lender agrees that it shall make available to the Agent making any Agent AdvancesCollateral Agent, upon such the Collateral Agent’s demand, in the currency in which the respective Agent Advance was made Dollars in immediately available funds, the amount equal to such Lender’s Pro Rata Share of each such Collateral Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such the Collateral Agent by such Lender, such the Collateral Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to such the Collateral Agent, at the Federal Funds Effective Rate for three (3) Business Days and thereafter at the Reference Rate.

Collateral Matters. (a) Each Administrative Agent may may, at its option, from time to time, at any time on or after an Event of Default and for so long as the same is continuing or upon any other failure of a condition precedent to the Revolving Loans and Letter of Credit Accommodations hereunder, make such disbursements and advances (“Special Agent Advances”) which such Administrative Agent, in its sole discretion, deems necessary or desirable either (i) to preserve, protect, prepare for sale preserve or lease or dispose of protect the Collateral or any portion thereof, to enhance the likelihood or maximize thereof (provided that in no event shall Special Agent Advances for such purpose exceed the amount of repayment by equal to $10,000,000 in the Borrowers of aggregate outstanding at any time less the Loans, Reimbursement Obligations, Letter of Credit Obligations and other Obligations then outstanding Revolving Loans under Section 12.8 hereof) or (ii) to pay any other amount chargeable to the Borrowers Borrower pursuant to the terms of this Agreement, including, without limitation, Agreement or any of the other Financing Agreements consisting of costs, fees and expenses as described in Section 12.04and payments to any LC Issuer of Letter of Credit Accommodations. The Special Agent Advances shall be repayable on demand demand, shall bear interest at the Interest Rate for Prime Rate Loans in effect after the occurrence of an Event of Default, and be secured by the Collateral and shall bear interest at a rate per annum equal to the rate then applicable to Revolving Loans that are Reference Rate LoansCollateral. The Agent making any Special Agent Advances shall not constitute Loans but shall otherwise constitute Obligations hereunder. Administrative Agent shall notify the other Agent, each Lender and the Administrative Borrower in writing of each such Special Agent Advance, which notice shall include a description of the purpose of such Special Agent Advance. Without limitation to of its obligations pursuant to Section 10.056.9, each Lender agrees that it shall make available to the Agent making any Agent AdvancesAdministrative Agent, upon such Administrative Agent’s demand, in the currency in which the respective Agent Advance was made in immediately available funds, the amount equal to such Lender’s Pro Rata Share of each such Special Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such Administrative Agent by such Lender, such Administrative Agent shall be entitled to recover such funds funds, on demand from such Lender, Lender together with interest thereon for each day from the date such payment was due until the date such amount is paid to such Agent, Administrative Agent at the Federal Funds Effective Rate for each day during such period and if such amounts are not paid within three Business Days and thereafter (3) days of Administrative Agent’s demand, at the Reference Ratehighest Interest Rate provided for in Section 3.1 hereof applicable to Prime Rate Loans.

Collateral Matters. (a) Each The Collateral Agent may from time to time make such disbursements and advances up to an aggregate principal amount not to exceed at any time $1,000,000 (“Collateral Agent Advances”) which such the Collateral Agent, in its sole reasonable discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof, to enhance the likelihood or maximize the amount of repayment by the Borrowers of the Loans, Reimbursement Obligations, Letter of Credit Obligations Loans and other Obligations or to pay any other amount chargeable to the Borrowers pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Section 12.04. The Collateral Agent Advances shall be repayable immediately on demand and be secured by the Collateral and shall bear interest at a rate per annum equal to the rate then applicable to Revolving Loans that are Reference Rate the Loans. The Agent making any Collateral Agent Advances shall constitute Obligations hereunder. The Collateral Agent shall notify the other Agent, each Lender and the Administrative Borrower in writing of each such Collateral Agent Advance, which notice shall include a description of the purpose of such Collateral Agent Advance. Without limitation to its obligations pursuant to Section 10.05, each Lender agrees that it shall make available to the Agent making any Agent AdvancesCollateral Agent, upon such the Collateral Agent’s demand, in the currency in which the respective Agent Advance was made Dollars in immediately available funds, the amount equal to such Lender’s Pro Rata Share of each such Collateral Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such the Collateral Agent by such Lender, such the Collateral Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to such the Collateral Agent, at the greater of the Federal Funds Effective Rate for three Business Days and thereafter at a rate determined by the Reference RateAgent in accordance with banking industry rules on interbank compensation.

Collateral Matters. (a) Each The Collateral Agent may from time to time make such disbursements and advances (“Collateral Agent Advances”) which such the Collateral Agent, in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof, to enhance the likelihood or maximize the amount of repayment by the Borrowers Borrower of the Loans, Reimbursement Obligations, Letter of Credit Obligations Advances and other Obligations or to pay any other amount chargeable to the Borrowers Borrower pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Section 12.0410.16. The Collateral Agent Advances shall be repayable on demand and be secured by the Collateral and shall bear interest at a rate per annum equal to the rate then applicable to Revolving Loans Advances that are Reference Rate LoansAdvances. The Agent making any Collateral Agent Advances shall constitute Obligations hereunder which may be charged to the Loan Account in accordance with Section 9.3(c). The Collateral Agent shall notify the other Agent, each Lender and the Administrative Borrower in writing of each such Collateral Agent Advance, which notice shall include a description of the purpose of such Collateral Agent Advance. Without limitation to its obligations pursuant to Section 10.0510.5, each Lender agrees that it shall make available to the Agent making any Agent AdvancesCollateral Agent, upon such the Collateral Agent’s demand, in the currency in which the respective Agent Advance was made Dollars in immediately available funds, the amount equal to such Lender’s Pro Rata Share of each such Collateral Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such the Collateral Agent by such Lender, such the Collateral Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to such the Collateral Agent, at the Federal Funds Effective Rate for three (3) Business Days and thereafter at the Reference Rate.

Collateral Matters. (a) Each Agent may may, at its option, from time to time, at any time on or after an Event of Default and for so long as the same is continuing or upon any other failure of a condition precedent to the Loans and Letter of Credit Accommodations hereunder, make such 127 disbursements and advances (“"Special Agent Advances”") which such Agent, in its sole discretion, (i) deems necessary or desirable either to preserve, protect, prepare for sale preserve or lease or dispose of protect the Collateral or any portion thereof, thereof or (ii) to enhance the likelihood or maximize the amount of repayment by the Borrowers and Guarantors of the Loans, Reimbursement Loans and other Obligations, provided, that, the aggregate principal amount of the Special Agent Advances pursuant to this clause (ii), plus the then outstanding principal amount of the additional Loans and Letter of Credit Obligations and other Obligations Accommodations which Agent may make or provide as set forth in Section 12.8 hereof, shall not exceed the aggregate amount of $5,000,000 or (iii) to pay any other amount chargeable to the Borrowers any Borrower or Guarantor pursuant to the terms of this Agreement, including, without limitation, Agreement or any of the other Financing Agreements consisting of (A) costs, fees and expenses as described in Section 12.04and (B) payments to any issuer of Letter of Credit Accommodations. The Special Agent Advances shall be repayable on demand and be together with all interest thereon shall constitute Obligations secured by the Collateral and Collateral. Special Agent Advances shall bear interest not constitute Loans but shall otherwise constitute Obligations hereunder. Interest on Special Agent Advances shall be payable at a rate per annum equal to the rate Interest Rate then applicable to Revolving Prime Rate Loans that are Reference Rate Loans. The Agent making any Agent Advances and shall notify the other Agent, each Lender and the Administrative Borrower in writing of each such Agent Advance, which notice shall include a description of the purpose of such Agent Advancebe payable on demand. Without limitation to of its obligations pursuant to Section 10.056.10, each Lender agrees that it shall make available to the Agent making any Agent AdvancesAgent, upon such Agent’s 's demand, in the currency in which the respective Agent Advance was made in immediately available funds, the amount equal to such Lender’s 's Pro Rata Share of each such Special Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such Agent by such Lender, such Lender shall be deemed a Defaulting Lender and Agent shall be entitled to recover such funds funds, on demand from such Lender, Lender together with interest thereon for each day from the date such payment was due until the date such amount is paid to such Agent, Agent at the Federal Funds Effective Rate for each day during such period (as published by the Federal Reserve Bank of New York or at Agent's option based on the arithmetic mean determined by Agent of the rates for the last transaction in overnight Federal funds arranged prior to 9:00 a.m. (New York City time) on that day by each of the three Business Days leading brokers of Federal funds transactions in New York City selected by Agent) and thereafter if such amounts are not paid within three (3) days of Agent's demand, at the Reference Ratehighest Interest Rate provided for in Section 3.1 hereof applicable to Prime Rate Loans.

Collateral Matters. (a) Each Administrative Agent may may, at its option, from time to time, at any time on or after an Event of Default and for so long as the same is continuing or upon any other failure of a condition precedent to the Loans and Letter of Credit Accommodations hereunder, make such disbursements and advances (“Special Administrative Agent Advances”) which such Administrative Agent, in its sole discretion, (i) deems necessary or desirable either to preserve, protect, prepare for sale preserve or lease or dispose of protect the Collateral or any portion thereof, thereof or (ii) to enhance the likelihood or maximize the amount of repayment by the Borrowers and Guarantors of the Loans, Reimbursement Loans and other Obligations, provided, that, the aggregate principal amount of the Special Administrative Agent Advances pursuant to clauses (i) and (ii) above, plus the then outstanding principal amount of the additional Loans and Letter of Credit Obligations and other Obligations Accommodations which Administrative Agent may make or provide as set forth in Section 12.8 hereof, shall not exceed the aggregate amount of $75,000,000 or (iii) to pay any other amount chargeable to the Borrowers any Borrower or Guarantor pursuant to the terms of this Agreement, including, without limitation, Agreement or any of the other Financing Agreements consisting of (A) costs, fees and expenses as described in Section 12.04and (B) payments to any issuer of Letter of Credit Accommodations. The Special Administrative Agent Advances shall be repayable on demand and be together with all interest thereon shall constitute Obligations secured by the Collateral and Collateral. Special Administrative Agent Advances shall bear interest not constitute Loans but shall otherwise constitute Obligations hereunder. Interest on Special Administrative Agent Advances shall be payable at a rate per annum equal to the rate Interest Rate then applicable to Revolving Base Rate Loans that are Reference Rate Loansand shall be payable on demand. The Agent making any Special Administrative Agent Advances shall notify not cause the other Agent, each Lender and the Administrative Borrower in writing of each such Agent Advance, which notice shall include a description total principal amount of the purpose Loans and Letter of such Agent AdvanceCredit Accommodations to exceed the Maximum Credit. Without limitation to of its obligations pursuant to Section 10.056.10, each Lender agrees that it shall make available to the Agent making any Agent AdvancesAdministrative Agent, upon such Administrative Agent’s demand, in the currency in which the respective Agent Advance was made in immediately available funds, the amount equal to such Lender’s Pro Rata Share of each such Special Administrative Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such Administrative Agent by such Lender, such Lender shall be deemed a Defaulting Lender and Administrative Agent shall be entitled to recover such funds funds, on demand from such Lender, Lender together with interest thereon for each day from the date such payment was due until the date such amount is paid to such Agent, Administrative Agent at the Federal Funds Effective Rate for each day during such period (as published by the Federal Reserve Bank of New York or at Administrative Agent’s option based on the arithmetic mean determined by Administrative Agent of the rates for the last transaction in overnight Federal funds arranged prior to 9:00 a.m. (New York City time) on that day by each of the three Business Days leading brokers of Federal funds transactions in New York City selected by Administrative Agent) and thereafter if such amounts are not paid within three (3) days of Administrative Agent’s demand, at the Reference Ratehighest Interest Rate provided for in Section 3.1 hereof applicable to Base Rate Loans.

Collateral Matters. (a) Each Agent may may, at its option, from time to time, at any time on or after an Event of Default and for so long as the same is continuing or upon any other failure of a condition precedent to the Loans and Letter of Credit Accommodations hereunder, make such disbursements and advances (“Special Agent Advances”) which such Agent, in its sole discretion, deems necessary or desirable either (i) to preserve, protect, prepare for sale preserve or lease or dispose of protect the Collateral or any portion thereofthereof (provided that in no event shall Special Agent Advances for such purpose exceed Five Million Dollars ($5,000,000) in the aggregate outstanding at any time), to enhance provided, that, unless all Lenders otherwise agree in writing, the likelihood or maximize Special Agent Advances under this clause (i) shall not cause the aggregate outstanding principal amount of repayment by the Borrowers of the Loans, Reimbursement Obligations, the Letter of Credit Obligations Accommodations and other Obligations such Special Agent Advances to exceed the Maximum Credit, and Agent shall make commercially reasonable arrangements with Borrowers for the repayment in full of such Special Agent Advances within a reasonable time, or (ii) to pay any other amount chargeable to the Borrowers any Borrower pursuant to the terms of this Agreement, including, without limitation, Agreement consisting of costs, fees and expenses as described in Section 12.04and payments to any issuer of Letter of Credit Accommodations. The Special Agent Advances shall be repayable on demand and be secured by the Collateral and shall bear interest at a rate per annum equal to the rate then applicable to Revolving Loans that are Reference Rate LoansCollateral. The Agent making any Special Agent Advances shall not constitute Loans but shall otherwise constitute Obligations hereunder. Agent shall notify the other Agent, each Lender and the Administrative Borrower Borrowers in writing of each such Special Agent Advance, which notice shall include a description of the purpose of such Special Agent Advance. Without limitation to of its obligations pursuant to Section 10.056.10, each Lender agrees that it shall make available to the Agent making any Agent AdvancesAgent, upon such Agent’s demand, in the currency in which the respective Agent Advance was made in immediately available funds, the amount equal to such Lender’s Pro Rata Share of each such Special Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such Agent by such Lender, such Agent shall be entitled to recover such funds funds, on demand from such Lender, Lender together with interest thereon thereon, for each day from the date such payment was due until the date such amount is paid to such Agent, Agent at the Federal Funds Effective Rate for three Business Days and thereafter at interest rate then payable by Borrowers in respect of the Reference RateRevolving Loans as set forth in Section 3.1 hereof.

Collateral Matters. (a) Each Agent may may, at its option, from time to time, at any time on or after an Event of Default and for so long as the same is continuing or upon any other failure of a condition precedent to the Loans hereunder, make such disbursements and advances (“Special Agent Advances”) which such Agent, in its sole discretion, (i) deems necessary or desirable either to preserve, protect, prepare for sale preserve or lease or dispose of protect the Collateral or any portion thereof, thereof or (ii) to enhance the likelihood or maximize the amount of repayment by the Borrowers and Guarantors of the Loans, Reimbursement Loans and other Obligations, Letter provided, that, (A) the aggregate outstanding principal amount of Credit Obligations the Special Agent Advances pursuant to this clause (ii) shall not exceed the aggregate amount of ten (10%) percent of the Maximum Credit, and other Obligations (B) the aggregate outstanding principal amount of the Special Agent Advances pursuant to this clause (ii) plus the aggregate outstanding principal amount of Loans shall not exceed the Maximum Credit, or (iii) to pay any other amount chargeable to the Borrowers any Borrower or Guarantor pursuant to the terms of this Agreement, including, without limitation, Agreement or any of the other Financing Agreements consisting of costs, fees and expenses as described in Section 12.04expenses. The Special Agent Advances shall be repayable on demand and be together with all interest thereon shall constitute Obligations secured by the Collateral and Collateral. Special Agent Advances shall bear interest not constitute Loans but shall otherwise constitute Obligations hereunder. Interest on Special Agent Advances shall be payable at a rate per annum equal to the rate Interest Rate then applicable to Revolving Prime Rate Loans that are Reference Rate Loans. The Agent making any Agent Advances and shall notify the other Agent, each Lender and the Administrative Borrower in writing of each such Agent Advance, which notice shall include a description of the purpose of such Agent Advancebe payable on demand. Without limitation to of its obligations pursuant to Section 10.056.10 hereof, each Lender agrees that it shall make available to the Agent making any Agent AdvancesAgent, upon such Agent’s demand, in the currency in which the respective Agent Advance was made in immediately available funds, the amount equal to such Lender’s Pro Rata Share of each such Special Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such Agent by such Lender, such Lender shall be deemed a Defaulting Lender and Agent shall be entitled to recover such funds funds, on demand from such Lender, Lender together with interest thereon for each day from the date such payment was due until the date such amount is paid to such Agent, Agent at the Federal Funds Effective Rate for each day during such period (as published by the Federal Reserve Bank of New York or at Agent’s option based on the arithmetic mean determined by Agent of the rates for the last transaction in overnight Federal funds arranged prior to 9:00 a.m. (New York City time) on that day by each of the three Business Days leading brokers of Federal funds transactions in New York City selected by Agent) and thereafter if such amounts are not paid within three (3) days of Agent’s demand, at the Reference Ratehighest Interest Rate provided for in Section 3.1 hereof applicable to Prime Rate Loans.

Collateral Matters. (a) Each The Collateral Agent may from time to time make such disbursements and advances (“Collateral Agent Advances”) which such the Collateral Agent, in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof, to enhance the likelihood or maximize the amount of repayment by the Borrowers Borrower of the Loans, Reimbursement Obligations, Letter of Credit Obligations Loans and other Obligations or to pay any other amount chargeable to the Borrowers Borrower pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Section 12.04. Without limiting the foregoing, the Collateral Agent shall be permitted at anytime to make Collateral Agent Advances to pay insurance premiums due under the Life Insurance Policies. The Collateral Agent Advances shall be repayable on demand and be secured by the Collateral and shall bear interest at a rate per annum equal to the rate then applicable to Revolving Loans that are Reference Rate LoansCollateral. The Agent making any Collateral Agent Advances shall constitute Obligations hereunder which may be charged to the Loan Account in accordance with Section 4.02. The Collateral Agent shall notify the other Agent, each Lender and the Administrative Borrower in writing of each such Collateral Agent Advance, which notice shall include a description of the purpose of such Collateral Agent Advance. Without limitation to its obligations pursuant to Section 10.05, each the Lender agrees that it shall make available to the Agent making any Agent AdvancesCollateral Agent, upon such the Collateral Agent’s demand, in the currency in which the respective Agent Advance was made Dollars in immediately available funds, the amount equal to of each such Collateral Agent Advance (or if there is more than one Lender hereunder, such Lender’s Pro Rata Share of each such Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderShare). If such funds are not made available to such the Collateral Agent by such the Lender, such the Collateral Agent shall be entitled to recover such funds on demand from such the Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to such the Collateral Agent, at the Federal Funds Effective Rate for three Business Days and thereafter at the Reference Rate.

Collateral Matters. (a) Each During the existence of any Event of Default, the Collateral Agent may from time to time make such disbursements and advances (“"Collateral Agent Advances”") which such the Collateral Agent, in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof, to enhance the likelihood or maximize the amount of repayment by the Borrowers of the Loans, Reimbursement Obligations, Letter of Credit Obligations Loans and other Obligations or to pay any other amount chargeable to the Borrowers pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Section 12.04. The Collateral Agent Advances shall be repayable on demand and be secured by the Collateral and shall bear interest at a rate per annum equal to the rate then applicable to Revolving Loans that are Reference Rate Loans. The Agent making any Collateral Agent Advances shall constitute Obligations hereunder which may be charged to the Loan Account in accordance with Section 4.01. The Collateral Agent shall notify the other Agent, each Lender and the Administrative Borrower in writing of each such Collateral Agent Advance, which notice shall include a 9482/74344-002 current/44725066v15 description of the purpose of such Collateral Agent Advance. Without limitation to its obligations pursuant to Section 10.05, each Lender agrees that it shall make available to the Agent making any Agent AdvancesCollateral Agent, upon such the Collateral Agent’s 's demand, in the currency in which the respective Agent Advance was made Dollars in immediately available funds, the amount equal to such Lender’s 's Pro Rata Share of each such Collateral Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such the Collateral Agent by such Lender, such the Collateral Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to such the Collateral Agent, at the Federal Funds Effective Rate for three Business Days and thereafter at the Reference Rate.

Collateral Matters. (a) Each The Collateral Agent may from time to time make such disbursements and advances (“Collateral Agent Advances”) which such the Collateral Agent, in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof, to enhance the likelihood or maximize the amount of repayment by the Borrowers of the Loans, Reimbursement Obligations, Letter of Credit Obligations Loans and other Obligations or to pay any other amount chargeable to the Borrowers pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Section 12.04. The Collateral Agent Advances shall be repayable on demand and be secured by the Collateral and shall bear interest at a rate per annum equal to the rate then applicable to Revolving Loans that are Reference Rate Loans. The Agent making any Collateral Agent Advances shall constitute Obligations hereunder which may be charged to the Loan Account in accordance with Section 4.01. The Collateral Agent shall notify the other Agent, each Lender and the Administrative Borrower in writing of each such Collateral Agent Advance, which notice shall include a description of the purpose of such Collateral Agent Advance. Without limitation to its obligations pursuant to Section 10.05, each Lender agrees that it shall make available to the Agent making any Agent AdvancesCollateral Agent, upon such the Collateral Agent’s demand, in the currency in which the respective Agent Advance was made Dollars in immediately available funds, the amount equal to such Lender’s Pro Rata Share of each such Collateral Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such the Collateral Agent by such Lender, such the Collateral Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to such the Collateral Agent, at the Federal Funds Effective Rate for three Business Days and thereafter at the Reference Rate.

Collateral Matters. (a) Each Agent may from time to time time, before or after the occurrence of an Event of Default, make such disbursements and advances to the Collateral Agent (“Agent Advances”) which such Agent, in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale preserve or lease or dispose of protect the Collateral or any portion thereof, to enhance the likelihood or maximize the amount of repayment by the Borrowers of the Loans, Reimbursement Obligations, Letter of Credit Obligations and other Obligations or to pay any other amount chargeable to the Borrowers Borrower or any Guarantor pursuant to the terms of this AgreementAgreement or any Collateral Document, including, without limitation, costs, fees and expenses as described in Section 12.049.06; provided, however, that the Agent Advances shall not exceed Two Hundred Fifty Thousand Dollars ($250,000) without the prior written consent of Majority Lenders. The Agent Advances shall be repayable on demand and be secured by the Collateral and shall bear interest at a rate per annum equal to the rate then applicable to Revolving Loans that are Reference Rate LoansCollateral. The Agent making any Agent Advances shall not constitute Advances but shall otherwise constitute Obligations hereunder. Agent shall notify the other Agent, each Lender and the Administrative Borrower in writing of each such Agent Advance, which notice shall include a description of the purpose of such Agent Advance. Without limitation to its obligations pursuant to Section 10.0510.09, each Lender agrees that it shall make available to the Agent making any Agent AdvancesAgent, upon such Agent’s demand, in the currency in which the respective Agent Advance was made in immediately available funds, the amount equal to such Lender’s Pro Rata Share Commitment Percentage of each such Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such Agent by such LenderLender within one (1) Banking Day after Agent’s demand therefor, such Agent shall will be entitled to recover any such funds on demand amount from such Lender, Lender together with interest thereon at the Federal Funds Rate for each day from during the period commencing the date of such payment was due until demand and ending on the date such amount is paid to such Agent, at the Federal Funds Effective Rate for three Business Days and thereafter at the Reference Ratereceived.

Collateral Matters. (a) Each The Collateral Agent may from time to time make such disbursements and advances (“Collateral Agent Advances”) which such the Collateral Agent, in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof, to enhance the likelihood or maximize the amount of repayment by the Borrowers Borrower of the Loans, Reimbursement Obligationscontingent reimbursement obligations with respect to outstanding Letters of Credit, Letter of Credit Obligations and other Obligations or to pay any other amount chargeable to the Borrowers Borrower pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Section 12.0410.5. The Collateral Agent Advances shall be repayable on demand and be secured by the Collateral and shall bear interest at a rate per annum equal to the rate then applicable to Revolving Loans that are Reference Rate LoansCollateral. The Agent making any Collateral Agent Advances shall constitute Obligations hereunder which may be charged to the Loan Account. The Collateral Agent shall notify the other Agent, each Lender and the Administrative Borrower in writing of each such Collateral Agent Advance, which notice shall include a description of the purpose of such Collateral Agent Advance. Without limitation to its obligations pursuant to Section 10.059.7, each Lender agrees that it shall make available to the Agent making any Agent AdvancesCollateral Agent, upon such the Collateral Agent’s demand, in the currency in which the respective Agent Advance was made Dollars in immediately available funds, the amount equal to such Lender’s Pro Rata Share of each such Collateral Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such the Collateral Agent by such Lender, such the Collateral Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to such the Collateral Agent, at the Federal Funds Effective Rate for three Business Days and thereafter at the Reference Raterate in effect for Term Loans that are Base Rate Loans.

Collateral Matters. (a) Each Administrative Agent may may, at its option, from time to time, at any time on or after an Event of Default and for so long as the same is continuing or upon any other failure of a condition precedent to the making of Loans hereunder, make such disbursements and advances (“Special Agent Advances”) which such Administrative Agent, in its sole discretion, deems necessary or desirable either (i) to preserve, protect, prepare for sale preserve or lease or dispose of protect the Collateral or any portion thereof, to enhance the likelihood thereof or maximize the amount of repayment by the Borrowers of the Loans, Reimbursement Obligations, Letter of Credit Obligations and other Obligations or (ii) to pay any other amount chargeable to the Borrowers Borrower pursuant to the terms of this Agreement, including, without limitation, Agreement or any of the other Loan Documents consisting of costs, fees and expenses as described and payments to any Issuing Bank (provided, that in no event shall (i) Special Agent Advances for such purpose exceed the amount equal to $7.5 million in the aggregate outstanding at any time less the then outstanding Overadvances under Section 12.0410.10 hereof and (ii) Special Agent Advances plus the Revolving Exposure exceed the Lenders’ Commitment at the time of such Event of Default or cause any Lender’s Revolving Exposure to exceed such Lender’s Revolving Loan Commitment at the time of such Event of Default). The Special Agent Advances shall be repayable on demand and be secured by the Collateral and shall bear interest at a rate per annum equal to the rate then applicable to Revolving Loans that are Reference Rate LoansCollateral. The Agent making any Special Agent Advances shall not constitute Loans but shall otherwise constitute Obligations hereunder. Administrative Agent shall notify the other Agent, each Lender and the Administrative Borrower in writing of each such Special Agent Advance, which notice shall include a description of the purpose of such Special Agent Advance. Without limitation to its obligations pursuant to Section 10.05, each Each Lender agrees that it shall make available to the Agent making any Agent AdvancesAdministrative Agent, upon such Administrative Agent’s demand, in the currency in which the respective Agent Advance was made in immediately available funds, the amount equal to such Lender’s Pro Rata Share Percentage of each such Special Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such Administrative Agent by such Lender, such Administrative Agent shall be entitled to recover such funds funds, on demand from such Lender, Lender together with interest thereon for each day from the date such payment was due until the date such amount is paid to such Agent, Administrative Agent at the Federal Funds Effective Rate for each day during such period (as published by the Federal Reserve Bank of New York or at Administrative Agent’s option based on the arithmetic mean determined by Administrative Agent of the rates for the last transaction in overnight Federal funds arranged prior to 9:00 a.m. (New York City time) on that day by each of the three Business Days leading brokers of Federal funds transactions in New York City selected by Administrative Agent) and thereafter if such amounts are not paid within three (3) days of Administrative Agent’s demand, at the Reference Ratehighest interest rate provided for in Section 2.06(a).

Collateral Matters. (a) Each At any time after the occurrence and during the continuance of an Event of Default, the Administrative Agent may from time to time make such disbursements and advances (“Agent Advances”) which such that the Administrative Agent, in its sole discretion, reasonably deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof, to enhance the likelihood or maximize the amount of repayment by the Borrowers Borrower of the Loans, Reimbursement ObligationsLetters of Credit, Letter of Credit Obligations and other Obligations or to pay any other amount chargeable to the Borrowers Borrower or the other Credit Parties pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Section 12.0411.01. The Agent Advances shall constitute Obligations hereunder, shall be repayable on demand and within ten (10) Business Days of demand, shall be secured by the Collateral and shall bear interest at a rate per annum equal to the rate then applicable to Revolving Loans that are Reference Base Rate Loans. The Administrative Agent making any Agent Advances shall notify the other Agent, each Lender and the Administrative Borrower in writing of each such Agent Advance, which notice shall include a description of the purpose of such Agent Advance. Without limitation to of its obligations pursuant to Section 10.059.09, each Lender agrees that it shall make available to the Agent making any Agent AdvancesAdministrative Agent, upon such the Administrative Agent’s demand, in the currency in which the respective Agent Advance was made Dollars in immediately available funds, the amount equal to such Lender’s Pro Rata Share pro rata share of each such Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such the Administrative Agent by such Lender, such the Administrative Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to such the Administrative Agent, at the Federal Funds Effective Rate for three Business Days and thereafter at the Reference Base Rate.

Collateral Matters. (a) Each Agent may may, at its option, from time to time, at any time on or after an Event of Default and for so long as the same is continuing or upon any other failure of a condition precedent to the Loans and Letter of Credit Accommodations hereunder, make such disbursements and advances (“Special Agent Advances”) which such Agent, in its sole discretion, (i) deems necessary or desirable either to preserve, protect, prepare for sale preserve or lease or dispose of protect the Collateral or any portion thereof, thereof or (ii) to enhance the likelihood or maximize the amount of repayment by the Borrowers Borrower and Guarantor of the Loans, Reimbursement Loans and other Obligations, provided, that, the aggregate principal amount of the Special Agent Advances pursuant to this clause (ii), plus the then outstanding principal amount of the additional Loans and Letter of Credit Obligations and other Obligations Accommodations which Agent may make or provide as set forth in Section 12.8 hereof, shall not exceed the aggregate amount of ten (10%) percent of the Maximum Credit or (iii) to pay any other amount chargeable to the Borrowers Borrower or Guarantor pursuant to the terms of this Agreement, including, without limitation, Agreement or any of the other Financing Agreements consisting of (A) costs, fees and expenses as described in Section 12.04and (B) payments to any issuer of Letter of Credit Accommodations. The Special Agent Advances shall be repayable on demand and be together with all interest thereon shall constitute Obligations secured by the Collateral and Collateral. Special Agent Advances shall bear interest not constitute Loans but shall otherwise constitute Obligations hereunder. Interest on Special Agent Advances shall be payable at a rate per annum equal to the rate Interest Rate then applicable to Revolving Prime Rate Loans that are Reference Rate Loans. The Agent making any Agent Advances and shall notify the other Agent, each Lender and the Administrative Borrower in writing of each such Agent Advance, which notice shall include a description of the purpose of such Agent Advancebe payable on demand. Without limitation to of its obligations pursuant to Section 10.056.10, each Lender agrees that it shall make available to the Agent making any Agent AdvancesAgent, upon such Agent’s demand, in the currency in which the respective Agent Advance was made in immediately available funds, the amount equal to such Lender’s Pro Rata Share of each such Special Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such Agent by such Lender, such Lender shall be deemed a Defaulting Lender and Agent shall be entitled to recover such funds funds, on demand from such Lender, Lender together with interest thereon for each day from the date such payment was due until the date such amount is paid to such Agent, Agent at the Federal Funds Effective Rate for each day during such period (as published by the Federal Reserve Bank of New York or at Agent’s option based on the arithmetic mean determined by Agent of the rates for the last transaction in overnight Federal funds arranged prior to 9:00 a.m. (New York City time) on that day by each of the three Business Days leading brokers of Federal funds transactions in New York City selected by Agent) and thereafter if such amounts are not paid within three (3) days of Agent’s demand, at the Reference Ratehighest Interest Rate provided for in Section 3.1 hereof applicable to Prime Rate Loans.

Collateral Matters. (a) Each Agent may may, at its option, from time to time, at any time on or after an Event of Default and for so long as the same is continuing or upon any other failure of a condition precedent to the Loans and Letter of Credit Accommodations hereunder, make such disbursements and advances (“"Special Agent Advances”") which such Agent, in its sole discretion, (i) deems necessary or desirable either to preserve, protect, prepare for sale preserve or lease or dispose of protect the Collateral or any portion thereof, thereof or (ii) to enhance the likelihood or maximize the amount of repayment by the Borrowers and Guarantors of the Loans, Reimbursement Loans and other Obligations, provided, that, the aggregate principal amount of the Special Agent Advances pursuant to this clause (ii), plus the then outstanding principal amount of the additional Loans and Letter of Credit Obligations and other Obligations Accommodations which Agent may make or provide as set forth in Section 12.8 hereof, shall not exceed the aggregate amount of ten (10%) percent of the Maximum Credit or (iii) to pay any other amount chargeable to the Borrowers any Borrower or Guarantor pursuant to the terms of this Agreement, including, without limitation, Agreement or any of the other Financing Agreements consisting of (A) costs, fees and expenses as described in Section 12.04and (B) payments to any issuer of Letter of Credit Accommodations. The Special Agent Advances shall be repayable on demand and be together with all interest thereon shall constitute Obligations secured by the Collateral and Collateral. Special Agent Advances shall bear interest not constitute Loans but shall otherwise constitute Obligations hereunder. Interest on Special Agent Advances shall be payable at a rate per annum equal to the rate Interest Rate then applicable to Revolving Prime Rate Loans that are Reference Rate Loans. The Agent making any Agent Advances and shall notify the other Agent, each Lender and the Administrative Borrower in writing of each such Agent Advance, which notice shall include a description of the purpose of such Agent Advancebe payable on demand. Without limitation to of its obligations pursuant to Section 10.056.10, each Lender agrees that it shall make available to the Agent making any Agent AdvancesAgent, upon such Agent’s 's demand, in the currency in which the respective Agent Advance was made in immediately available funds, the amount equal to such Lender’s 's Pro Rata Share of each such Special Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such Agent by such Lender, such Lender shall be deemed a Defaulting Lender and Agent shall be entitled to recover such funds funds, on demand from such Lender, Lender together with interest thereon for each day from the date such payment was due until the date such amount is paid to such Agent, Agent at the Federal Funds Effective Rate for each day during such period (as published by the Federal Reserve Bank of New York or at Agent's option based on the arithmetic mean determined by Agent of the rates for the last transaction in overnight Federal funds arranged prior to 9:00 a.m. (New York City time) on that day by each of the three Business Days leading brokers of Federal funds transactions in New York City selected by Agent) and thereafter if such amounts are not paid within three (3) days of Agent's demand, at the Reference Ratehighest Interest Rate provided for in Section 3.1 hereof applicable to Prime Rate Loans.

Collateral Matters. (a) Each The Collateral Agent may may, but shall be under no obligation to, from time to time time, at the written direction of the Required Lenders, make such disbursements and advances (“"Collateral Agent Advances”") which such Agentthe Required Lenders, in its their sole discretion, deems deem necessary or desirable to preserve, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof, to enhance the likelihood or maximize the amount of repayment by the Borrowers Borrower of the Loans, Reimbursement Obligations, Letter of Credit Obligations Term Loans and other Obligations or to pay any other amount chargeable to the Borrowers Borrower pursuant to the terms of this Agreement, including, without limitation, including costs, fees and expenses as described in Section 12.04. The Collateral Agent Advances shall be repayable on demand and be secured by the Collateral and shall bear interest at a rate per annum equal to the rate then applicable to Revolving Loans that are Reference Rate LoansRate. The Agent making any Collateral Agent Advances shall constitute Obligations hereunder. The Collateral Agent shall notify the other Agent, each Lender and the Administrative Borrower in writing of each such Collateral Agent Advance, which notice shall include a description of the purpose of such Collateral Agent Advance. Without limitation to its obligations pursuant to Section 10.05, each Lender agrees that it shall make available to the Agent making any Agent AdvancesCollateral Agent, upon such the Collateral Agent’s 's demand, in the currency in which the respective Agent Advance was made Dollars in immediately available funds, the amount equal to such Lender’s 's Pro Rata Share of each such Collateral Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such the Collateral Agent by such Lender, such the Collateral Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to such the Collateral Agent, at the Federal Funds Effective Rate for three Business Days and thereafter at the Reference Rate.

Collateral Matters. (a) Each The Collateral Agent may from time to time on or after the Term Loan Commitment Termination Date make such disbursements and advances (“Collateral Agent Advances”) which such the Collateral Agent, in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof, to enhance the likelihood or maximize the amount of repayment by the Borrowers Borrower of the Loans, Reimbursement Obligations, Letter of Credit Obligations Loans and other Obligations or to pay any other amount chargeable to the Borrowers Borrower pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Section 12.04. Without limiting the foregoing, the Collateral Agent shall be permitted at anytime to make Collateral Agent Advances to pay insurance premiums due under the Life Insurance Policies. The Collateral Agent Advances shall be repayable on demand and be secured by the Collateral and shall bear interest at a rate per annum equal to the rate then applicable to Revolving Loans that are Reference Rate LoansCollateral. The Agent making any Collateral Agent Advances shall constitute Obligations hereunder which may be charged to the Loan Account in accordance with Section 4.01. The Collateral Agent shall notify the other Agent, each Lender and the Administrative Borrower in writing of each such Collateral Agent Advance, which notice shall include a description of the purpose of such Collateral Agent Advance. Without limitation to its obligations pursuant to Section 10.05, each Lender agrees that it shall make available to the Agent making any Agent AdvancesCollateral Agent, upon such the Collateral Agent’s demand, in the currency in which the respective Agent Advance was made Dollars in immediately available funds, the amount equal to such Lender’s Pro Rata Share of each such Collateral Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such the Collateral Agent by such Lender, such the Collateral Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to such the Collateral Agent, at the Federal Funds Effective Rate for three Business Days and thereafter at the Reference Rateinterest rate per annum equal to 20%.

Collateral Matters. (a) Each Agent may may, at its option, from time to time, at any time on or after an Event of Default and for so long as the same is continuing or upon any other failure of a condition precedent to the Loans and Letter of Credit Accommodations hereunder, make such disbursements and advances (“"Special Agent Advances”") which such Agent, in its sole discretion, (i) deems necessary or desirable either to preserve, protect, prepare for sale preserve or lease or dispose of protect the Collateral or any portion thereof, thereof or (ii) to enhance the likelihood or maximize the amount of repayment by the Borrowers and Guarantors of the Loans, Reimbursement Loans and other Obligations, provided, that, the aggregate principal amount of the Special Agent Advances pursuant to this clause (ii), plus the then outstanding principal amount of the additional Loans and Letter of Credit Obligations and other Obligations Accommodations which Agent may make or provide as set forth in Section 12.8 hereof, shall not exceed the aggregate amount of $10,000,000 outstanding at any time or (iii) to pay any other amount chargeable to the Borrowers any Borrower or Guarantor pursuant to the terms of this Agreement, including, without limitation, Agreement or any of the other Financing Agreements consisting of costs, fees and expenses as described in Section 12.04and payments to any issuer of Letter of Credit Accommodations. The Special Agent Advances shall be repayable on written demand and be secured by the Collateral and shall bear interest at a rate per annum equal to the rate then applicable to Revolving Loans that are Reference Rate LoansCollateral. The Agent making any Special Agent Advances shall not constitute Loans but shall otherwise constitute Obligations hereunder. Agent shall notify the other Agent, each Lender and the Administrative Borrower in writing of each such Special Agent Advance, which notice shall include a description of the purpose of such Special Agent Advance. Without limitation to of its obligations pursuant to Section 10.056.10, each Lender agrees that it shall make available to the Agent making any Agent AdvancesAgent, upon such Agent’s 's demand, in the currency in which the respective Agent Advance was made in immediately available funds, the amount equal to such Lender’s 's Pro Rata Share of each such Special Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such Agent by such Lender, such Agent shall be entitled to recover such funds funds, on demand from such Lender, Lender together with interest thereon for each day from the date such payment was due until the date such amount is paid to such Agent, Agent at the Federal Funds Effective Rate for each day during such period (as published by the Federal Reserve Bank of New York or at Agent's option based on the arithmetic mean determined by Agent of the rates for the last transaction in overnight Federal funds arranged prior to 9:00 a.m. (New York City time) on that day by each of the three Business Days leading brokers of Federal funds transactions in New York City selected by Agent) and thereafter if such amounts are not paid within three (3) days of Agent's demand, at the Reference Ratehighest Interest Rate provided for in Section 3.1 hereof applicable to Prime Rate Loans.

Collateral Matters. (a) Each Agent The Agents may (but shall not be obligated) from time to time make such disbursements and advances (“"Agent Advances”") which such either Agent, in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof, to enhance the likelihood or maximize the amount of repayment by the Borrowers of the Loans, Reimbursement Obligations, Letter of Credit Obligations and other Obligations or to pay any other amount chargeable to the Borrowers pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Section 12.04. The Agent Advances shall be repayable on demand and be secured by the Collateral and shall bear interest at a rate per annum equal to the rate then applicable to Revolving Loans that are Reference Rate Loans. The Agent making any Agent Advances shall constitute Obligations hereunder which may be charged to the Loan Account in accordance with Section 4.02. The Agent making such Agent Advance shall notify the other Agent, each Lender and the Administrative Borrower Borrowing Agent in writing of each such Agent Advance, which notice shall include a description of the purpose of such Agent Advance. Without limitation to its obligations pursuant to Section 10.05, each Lender agrees that it shall make available to the Agent making any Agent Advancesapplicable Agent, upon such Agent’s 's demand, in the currency in which the respective Agent Advance was made Dollars in immediately available funds, the amount equal to such Lender’s 's Pro Rata Share of each such Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such the applicable Agent by such Lender, such Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to such Agent, at the Federal Funds Effective Rate for three 3 Business Days and thereafter at the Reference Rate.

Collateral Matters. (a) Each Agent may may, at its option, from time to time, at any time on or after an Event of Default and for so long as the same is continuing or upon any other failure of a condition precedent to the Loans and Letter of Credit Accommodations hereunder, make such disbursements and advances (“Special Agent Advances”) which such Agent, in its sole discretion, (i) deems necessary or desirable either to preserve, protect, prepare for sale preserve or lease or dispose of protect the Collateral or any portion thereof, thereof or (ii) to enhance the likelihood or maximize the amount of repayment by the Borrowers Loan Parties of the Loans, Reimbursement Loans and other Obligations, provided, that, the aggregate principal amount of the Special Agent Advances pursuant to clause (ii) above plus the then outstanding principal amount of the additional Loans and Letter of Credit Obligations and other Obligations Accommodations which Agent may make or provide as set forth in Section 12.8 hereof, shall not exceed an amount equal to ten (10%) percent of the Borrowing Base at any time or (iii) to pay any other amount chargeable to the Borrowers any Loan Party pursuant to the terms of this Agreement, including, without limitation, Agreement or any of the other Financing Agreements consisting of costs, fees and expenses as described in Section 12.04and payments to any issuer of Letter of Credit Accommodations. The Special Agent Advances shall be repayable on demand and be secured by the Collateral and shall bear interest at a rate per annum equal to the rate then applicable to Revolving Loans that are Reference Rate LoansCollateral. The Agent making any Special Agent Advances shall not constitute Loans but shall otherwise constitute Obligations hereunder. Agent shall notify the other Agent, each Lender and the Administrative Borrower in writing of each such Special Agent Advance, which notice shall include a description of the purpose of such Special Agent Advance. Without limitation to of its obligations pursuant to Section 10.056.9, each Lender agrees that it shall make available to the Agent making any Agent AdvancesAgent, upon such Agent’s demand, in the currency in which the respective Agent Advance was made in immediately available funds, the amount equal to such Lender’s Pro Rata Share of each such Special Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such Agent by such Lender, such Agent shall be entitled to recover such funds funds, on demand from such Lender, Lender together with interest thereon for each day from the date such payment was due until the date such amount is paid to such Agent, Agent at the Federal Funds Effective Rate for each day during such period (as published by the Federal Reserve Bank of New York or at Agent’s option based on the arithmetic mean determined by Agent of the rates for the last transaction in overnight Federal funds arranged prior to 9:00 a.m. (New York City time) on that day by each of the three Business Days leading brokers of Federal funds transactions in New York City selected by Agent) and thereafter if such amounts are not paid within three (3) days of Agent’s demand, at the Reference Ratehighest Interest Rate provided for in Section 3.1 hereof applicable to Prime Rate Loans.

Collateral Matters. (a) Each Agent may from time to time make such disbursements and advances (“Agent Advances”) which such Agent, in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof, to enhance the likelihood or maximize the amount of repayment by the Borrowers of the Loans, Reimbursement Obligations, Letter of Credit Obligations Loans and other Obligations or to pay any other amount chargeable to the Borrowers pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Section 12.04. The Agent Advances shall be repayable on demand and be secured by the Collateral and shall bear interest at a rate per annum equal to the rate then applicable to Revolving Loans that are Reference Rate Loans. The Agent Advances shall constitute Obligations hereunder which may be charged to the Loan Account in accordance with Section 4.01. The Agent making any Agent Advances shall notify the other Agent, each Lender and the Administrative Borrower in writing of each such Agent Advance, which notice shall include a description of the purpose of such Agent Advance. Without limitation to its obligations pursuant to Section 10.05, each Lender agrees that it shall make available to the Agent making any Agent Advances, upon such Agent’s demand, in the currency in which the respective Agent Advance was made Dollars in immediately available funds, the amount equal to such Lender’s Pro Rata Share of each such Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to the Agent making such Agent Advance by such Lender, such Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to the such Agent, at the Federal Funds Effective Rate for three Business Days and thereafter at the Reference Rate.

Collateral Matters. (a) Each Agent may may, at its option, from time to time, at any time on or after an Event of Default and for so long as the same is continuing or upon any other failure of a condition precedent to the Loans and Letter of Credit Accommodations hereunder, make such disbursements and advances (“Special Agent Advances”) which such Agent, in its sole discretion, (i) deems necessary or desirable either to preserve, protect, prepare for sale preserve or lease or dispose of protect the Collateral or any portion thereof, thereof or (ii) to enhance the likelihood or maximize the amount of repayment by the Borrowers and Guarantors of the LoansLoans and other Obligations; provided, Reimbursement Obligationsthat, the aggregate principal amount of the Special Agent Advances pursuant to this clause (ii), plus the then outstanding principal amount of the additional Loans and Letter of Credit Obligations and other Obligations Accommodations which Agent may make or provide as set forth in Section 12.8 hereof, shall not exceed the aggregate amount of ten (10%) percent of the Maximum Credit outstanding at any time or (iii) to pay any other amount chargeable to the Borrowers any Borrower or Guarantor pursuant to the terms of this Agreement, including, without limitation, Agreement or any of the other Financing Agreements consisting of costs, fees and expenses as described in Section 12.04and payments to any Issuing Bank of Letter of Credit Accommodations. The Special Agent Advances shall be repayable on demand and be secured by the Collateral and Collateral. Special Agent Advances shall bear interest not constitute Loans but shall otherwise constitute Obligations hereunder. Interest on Special Agent Advances shall be payable at a rate per annum equal to the rate highest Interest Rate then applicable to Revolving any outstanding Loans that are Reference Rate Loans. The Agent making any Agent Advances and shall notify the other Agent, each Lender and the Administrative Borrower in writing of each such Agent Advance, which notice shall include a description of the purpose of such Agent Advancebe payable on demand. Without limitation to of its obligations pursuant to Section 10.056.10, each Lender agrees that it shall make available to the Agent making any Agent AdvancesAgent, upon such Agent’s demand, in the currency in which the respective Agent Advance was made in immediately available funds, the amount equal to such Lender’s Pro Rata Share of each such Special Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such Agent by such Lender, such Lender shall be deemed a Defaulting Lender and Agent shall be entitled to recover such funds funds, on demand from such Lender, Lender together with interest thereon for each day from the date such payment was due until the date such amount is paid to such Agent, Agent at the Federal Funds Effective Rate for each day during such period (as published by the Federal Reserve Bank of New York or at Agent’s option based on the arithmetic mean determined by Agent of the rates for the last transaction in overnight Federal funds arranged prior to 9:00 a.m. (New York City time) on that day by each of the three Business Days leading brokers of Federal funds transactions in New York City selected by Agent) and thereafter if such amounts are not paid within three (3) days of Agent’s demand, at the Reference Ratehighest Interest Rate provided for in Section 3.1 hereof applicable to Prime Rate Loans.

Collateral Matters. (a) Each The Administrative Agent may from time to time, at any time on or after an Event of Default and for so long as the same is continuing, make such disbursements and advances (“"Agent Advances”") which such the Administrative Agent, in its sole discretion, deems necessary or desirable either (i) to preserve, protect, prepare for sale preserve or lease or dispose of protect the Collateral or any portion thereof, (ii) to enhance the likelihood or maximize the amount of repayment by the Borrowers Borrower of the Loans, Reimbursement Loans and other Obligations, Letter provided that the amount of Credit Obligations and other Obligations any such Agent Advance permitted under this clause (ii) shall not exceed the amount equal to 10% of the Borrowing Base as calculated by the Administrative Agent at the time of such Agent Advance or (iii) to pay any other amount chargeable to the Borrowers Borrower pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Section 12.0410.5 and payments to any Issuing Lender. The Agent Advances shall be repayable on demand and be secured by the Collateral and shall bear interest at a rate per annum equal to the rate then applicable to Revolving Loans that are Reference Rate LoansCollateral. The Agent making any Agent Advances shall not constitute Loans but shall otherwise constitute Obligations hereunder. The Administrative Agent shall notify the other Agent, each Lender and the Administrative Borrower in writing of each such Agent Advance, which notice shall include a description of the purpose of such Agent Advance. Without limitation to of its obligations pursuant to Section 10.052.4, each Lender agrees that it shall make available to the Agent making any Agent AdvancesAdministrative Agent, upon such the Administrative Agent’s 's demand, in the currency in which the respective Agent Advance was made in immediately available funds, the amount equal to such Lender’s Pro Rata Share 's pro rata share based on its Revolving Credit Percentage of each such Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such the Administrative Agent by such Lender, such the Administrative Agent shall be entitled to -100- 107 recover such funds funds, on demand from such Lender, Lender together with interest thereon thereon, for each day from the date such payment was due until the date such amount is paid to such the Administrative Agent, at the Federal Funds Effective interest rate applicable to Base Rate for three Business Days and thereafter at the Reference RateLoans.

Collateral Matters. (a) Each The Collateral Agent may from time to time make such disbursements and advances (“"Collateral Agent Advances”") which such the Collateral Agent, in its sole discretionreasonable business judgment, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof, to enhance the likelihood or maximize the amount of repayment by the Borrowers of the Loans, Reimbursement Obligations, Letter of Credit Obligations and other Obligations or to pay any other amount chargeable to the Borrowers pursuant to the terms of this Agreement, including, without limitation, costsfees, fees costs and expenses as described in Section 12.04. The Collateral Agent Advances shall be repayable on demand and be secured by the Collateral and shall bear interest at a rate per annum equal to the rate of interest then applicable to Revolving Loans the Loans, except that are Reference no such Collateral Agent Advance shall be eligible to be a LIBOR Rate LoansLoan. The Agent making any Collateral Agent Advances shall constitute Obligations hereunder which may be charged to the Loan Account in accordance with Section 5.02. The Collateral Agent shall notify the other Administrative Agent, each Lender and the Administrative Borrower in writing of each such Collateral Agent Advance, which notice shall include a description of the purpose of such Collateral Agent Advance. Without limitation to its obligations pursuant to Section 10.0511.05, each Lender agrees that it shall make available to the Agent making any Agent AdvancesCollateral Agent, upon such the Collateral Agent’s 's demand, in the currency in which the respective Agent Advance was made Dollars in immediately available funds, the amount equal to such Lender’s 's Pro Rata Share of each such Collateral Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such the Collateral Agent by such Lender, such the Collateral Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to such the Collateral Agent, at the Federal Funds Effective Rate for three Business Days and thereafter at the Reference Rate.

Collateral Matters. (a) Each Without limiting its right to demand and receive advances of fees and expenses pursuant to section 11.03 and to refrain from or omit taking any action until and unless such amounts have been advanced and subject to the terms of any separate written agreement which may exist among the Agents and the Holders, the Collateral Agent may from time to time make such disbursements and advances (“Agent Advances”) which such the Collateral Agent, in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof, to enhance the likelihood or maximize the amount of repayment by the Borrowers Issuer of the Loans, Reimbursement Obligations, Letter of Credit Obligations and other Obligations or to pay any other amount chargeable to the Borrowers Issuer pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Section 12.04. The Agent Advances Such disbursements and advances shall be repayable by the Issuer on demand and be shall constitute Obligations hereunder secured by the Collateral and shall bear interest at a rate per annum equal to the rate then applicable to Revolving Loans that are Reference Rate LoansCollateral. The Collateral Agent making any Agent Advances shall notify the other Agent, each Lender Holder and the Administrative Borrower Issuer in writing of each such Agent Advanceadvance, which notice shall include a description of the purpose of such Agent Advanceadvance. Without limitation to limiting its obligations pursuant to Section 10.0511.05, each Lender Holder agrees that it shall make available to the Agent making any Agent AdvancesCollateral Agent, upon such the Collateral Agent’s demand, in the currency in which the respective Agent Advance was made Dollars in immediately available funds, the amount equal to such LenderHolder’s Pro Rata Share of each such Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderadvance. If such funds are not made available to such the Collateral Agent by such LenderHolder, such the Collateral Agent shall be entitled to recover such funds on demand from such LenderHolder, together with interest thereon for each day from the date such payment was due until the date such amount is paid to such the Collateral Agent, at the Federal Funds Effective Rate for three Business Days and thereafter at the Reference Rate.

Collateral Matters. (a) Each Agent may may, at its option, from time to time, at any time on or after an Event of Default and for so long as the same is continuing or upon any other failure of a condition precedent to the Loans and Letter of Credit Accommodations hereunder, make such disbursements and advances (“"Special Agent Advances”") which such Agent, in its sole discretion, (i) deems necessary or desirable either to preserve, protect, prepare for sale preserve or lease or dispose of protect the Collateral or any portion thereof, thereof or (ii) to enhance the likelihood or maximize the amount of repayment by the Borrowers Borrower of the LoansLoans and other Obligations; PROVIDED, Reimbursement ObligationsTHAT, the aggregate principal amount of the Special Agent Advances pursuant to this clause (ii), plus the then outstanding principal amount of the additional Loans and Letter of Credit Obligations and other Obligations Accommodations which Agent may make or provide as set forth in Section 12.8 hereof, shall not exceed the aggregate amount of $7,500,000 or (iii) to pay any other amount chargeable to the Borrowers Borrower pursuant to the terms of this Agreement, including, without limitation, Agreement or any of the other Financing Agreements consisting of (A) costs, fees and expenses as described in Section 12.04and (B) payments to any issuer of Letter of Credit Accommodations. The Special Agent Advances shall be repayable on demand and be together with all interest thereon shall constitute Obligations secured by the Collateral and Collateral. Special Agent Advances shall bear interest not constitute Loans but shall otherwise constitute Obligations hereunder. Interest on Special Agent Advances shall be payable at a rate per annum equal to the rate Interest Rate then applicable to Revolving Prime Rate Loans that are Reference Rate Loans. The Agent making any Agent Advances and shall notify the other Agent, each Lender and the Administrative Borrower in writing of each such Agent Advance, which notice shall include a description of the purpose of such Agent Advancebe payable on demand. Without limitation to of its obligations pursuant to Section 10.056.10, each Lender agrees that it shall make available to the Agent making any Agent AdvancesAgent, upon such Agent’s 's demand, in the currency in which the respective Agent Advance was made in immediately available funds, the amount equal to such Lender’s 's Pro Rata Share of each such Special Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such Agent by such Lender, such Lender shall be deemed a Defaulting Lender and Agent shall be entitled to recover such funds funds, on demand from such Lender, Lender together with interest thereon for each day from the date such payment was due until the date such amount is paid to such Agent, Agent at the Federal Funds Effective Rate for each day during such period (as published by the Federal Reserve Bank of New York or at Agent's option based on the arithmetic mean determined by Agent of the rates for the last transaction in overnight Federal funds arranged prior to 9:00 a.m. (New York City time) on that day by each of the three Business Days leading brokers of Federal funds transactions in New York City selected by Agent) and thereafter if such amounts are not paid within three (3) days of Agent's demand, at the Reference Ratehighest Interest Rate provided for in Section 3.1 hereof applicable to Prime Rate Loans.

Collateral Matters. (a) Each Agent may may, at its option, from time to time, at any time on or after an Event of Default and for so long as the same is continuing or upon any other failure of a condition precedent to the Loans hereunder, make such disbursements and advances (“Special Agent Advances”) which such Agent, in its sole discretion, deems necessary or desirable either (i) to preserve, protect, prepare for sale preserve or lease or dispose of protect the Collateral or any portion thereof, thereof or (ii) to enhance the likelihood or maximize the amount of repayment by the Borrowers Borrower of the Loans, Reimbursement Loans and other Obligations, Letter provided, that, the aggregate principal amount of Credit Obligations and other Obligations the Special Agent Advances pursuant to this clause (ii) shall not exceed the aggregate amount equal to ten (10%) percent of the aggregate Commitments as of the Closing Date or (iii) to pay any other amount chargeable to the Borrowers Borrower pursuant to the terms of this Agreement, including, without limitation, Agreement or any of the other Financing Agreements consisting of costs, fees and expenses as described in Section 12.04expenses. The Special Agent Advances shall be repayable on demand and be together with all interest thereon shall constitute Obligations secured by the Collateral and Collateral. Special Agent Advances shall bear interest not constitute Loans but shall otherwise constitute Obligations hereunder. Interest on Special Agent Advances shall be payable at a rate per annum equal to the rate Interest Rate then applicable to Revolving Loans that are Reference Rate Loansand shall be payable on demand. The Agent making any Agent Advances shall notify the other Agent, each Lender and the Administrative Borrower in writing of each such Special Agent Advance, which notice shall include a description of the purpose of such Special Agent Advance. Without limitation to of its obligations pursuant to Section 10.056.8, each Lender agrees that it shall make available to the Agent making any Agent AdvancesAgent, upon such Agent’s demand, in the currency in which the respective Agent Advance was made in immediately available funds, the amount equal to such Lender’s Pro Rata Share of each such Special Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such Agent by such Lender, then such Lender shall be deemed a Defaulting Lender and Agent shall be entitled to recover such funds funds, on demand from such Lender, Lender together with interest thereon for each day from the date such payment was due until the date such amount is paid to such Agent, Agent at the Federal Funds Effective Rate for each day during such period (as published by the Federal Reserve Bank of New York or at Agent’s option based on the arithmetic mean determined by Agent of the rates for the last transaction in overnight Federal funds arranged prior to 9:00 a.m. New York City time on that day by each of the three Business Days leading brokers of Federal funds transactions in New York City selected by Agent) and thereafter if such amounts are not paid within three (3) days of Agent’s demand, at the Reference Ratehighest Interest Rate provided for in Section 3.1 hereof applicable to Loans.

Collateral Matters. (a) Each Agent may may, at its option, from time to time, at any time on or after an Event of Default and for so long as the same is continuing or upon any other failure of a condition precedent to the Loans and Letter of Credit Accommodations hereunder, make such disbursements and advances (“"Special Agent Advances”") which such Agent, in its sole discretion, (i) deems necessary or desirable either to preserve, protect, prepare for sale preserve or lease or dispose of protect the Collateral or any portion thereof, thereof or (ii) to enhance the likelihood or maximize the amount of repayment by the Borrowers and Guarantors of the LoansLoans and other Obligations; PROVIDED, Reimbursement ObligationsTHAT, the aggregate principal amount of the Special Agent Advances pursuant to this clause (ii), plus the then outstanding principal amount of the additional Loans and Letter of Credit Obligations and other Obligations Accommodations which Agent may make or provide as set forth in Section 12.8 hereof, shall not exceed the aggregate amount of $6,000,000 or (iii) to pay any other amount chargeable to the Borrowers any Borrower or Guarantor pursuant to the terms of this Agreement, including, without limitation, Agreement or any of the other Financing Agreements consisting of (A) costs, fees and expenses as described in Section 12.04and (B) payments to any issuer of Letter of Credit Accommodations. The Special Agent Advances shall be repayable on demand and be together with all interest thereon shall constitute Obligations secured by the Collateral and Collateral. Special Agent Advances shall bear interest not constitute Loans but shall otherwise constitute Obligations hereunder. Interest on Special Agent Advances shall be payable at a rate per annum equal to the rate Interest Rate then applicable to Revolving Prime Rate Loans that are Reference Rate Loans. The Agent making any Agent Advances and shall notify the other Agent, each Lender and the Administrative Borrower in writing of each such Agent Advance, which notice shall include a description of the purpose of such Agent Advancebe payable on demand. Without limitation to of its obligations pursuant to Section 10.056.10, each Lender agrees that it shall make available to the Agent making any Agent AdvancesAgent, upon such Agent’s 's demand, in the currency in which the respective Agent Advance was made in immediately available funds, the amount equal to such Lender’s 's Pro Rata Share of each such Special Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such Agent by such Lender, such Lender shall be deemed a Defaulting Lender and Agent shall be entitled to recover such funds funds, on demand from such Lender, Lender together with interest thereon for each day from the date such payment was due until the date such amount is paid to such Agent, Agent at the Federal Funds Effective Rate for each day during such period (as published by the Federal Reserve Bank of New York or at Agent's option based on the arithmetic mean determined by Agent of the rates for the last transaction in overnight federal funds arranged prior to 9:00 a.m. (New York City time) on that day by each of the three Business Days leading brokers of federal funds transactions in New York City selected by Agent) and thereafter if such amounts are not paid within three (3) days of Agent's demand, at the Reference Ratehighest Interest Rate provided for in Section 3.1 hereof applicable to Prime Rate Loans.

Collateral Matters. (a) Each Upon the occurrence and during the continuance of an Event of Default, the Agent may from time to time make such disbursements and advances (“"Agent Advances”") which such the Agent, in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof, to enhance the likelihood or maximize the amount of repayment by the Borrowers of the Loans, Reimbursement Obligations, Letter of Credit Obligations Loans and other Obligations or to pay any other amount chargeable to the Borrowers pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Section 12.04. The Agent Advances shall be repayable on demand and demand, be secured by the Collateral and shall bear interest at a rate per annum equal to the rate of interest then applicable to Revolving Loans that are Reference Rate Loansthe Term Loan B. The Agent Advances shall constitute Obligations hereunder which may be charged to the Loan Account in accordance with Section 4.02. The Agent making any Agent Advances shall notify the other Agent, each Lender and the Administrative Borrower in writing of each such Agent Advance, which notice shall include a description of the purpose of such Agent Advance. Without limitation to its obligations pursuant to Section 10.05, each Lender agrees that it shall make available to the Agent making any Agent AdvancesAgent, upon such the Agent’s 's demand, in the currency in which the respective Agent Advance was made Dollars in immediately available funds, the amount equal to such Lender’s 's Pro Rata Share of each such Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such the Agent by such Lender, such the Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to such the Agent, at the Federal Funds Effective Rate for three Business Days and thereafter at the Reference Rate.

Collateral Matters. (a) Each The Collateral Agent may from time to time make such disbursements and advances (“Collateral Agent Advances”) which such the Collateral Agent, in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof, to enhance the likelihood or maximize the amount of repayment by the Borrowers Borrower of the Loans, Reimbursement Obligations, Letter of Credit Obligations Loans and other Obligations or to pay any other amount chargeable to the Borrowers Borrower pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Section 12.04. The Collateral Agent Advances shall be repayable on demand and be secured by the Collateral and shall bear interest at a rate per annum equal to the rate then applicable to Revolving Loans that are Reference Rate Loans. The Agent making any Collateral Agent Advances shall constitute Obligations hereunder which may be charged to the Loan Account in accordance with Section 4.01. The Collateral Agent shall notify the other Agent, each Lender and the Administrative Borrower in writing of each such Collateral Agent Advance, which notice shall include a description of the purpose of such Collateral Agent Advance. Without limitation to its obligations pursuant to Section 10.05, each Lender agrees that it shall make available to the Agent making any Agent AdvancesCollateral Agent, upon such the Collateral Agent’s demand, in the currency in which the respective Agent Advance was made Dollars in immediately available funds, the amount equal to such Lender’s Pro Rata Share of each such Collateral Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such the Collateral Agent by such Lender, such the Collateral Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to such the Collateral Agent, at the Federal Funds Effective Rate for three Business Days and thereafter at the Reference Rate.

Collateral Matters. (a) Each Agent may may, at its option, but shall not be obligated to from time to time, at any time on or after an Event of Default and for so long as the same is continuing or upon any other failure of a condition precedent to the Loan hereunder, make such disbursements and advances (“"Special Agent Advances”") which such Agent, in its sole discretion, (i) deems necessary or desirable either to preserve, protect, prepare for sale preserve or lease or dispose of protect the Collateral or any portion thereof, or (ii) to enhance the likelihood or maximize the amount of repayment by the Borrowers Borrower of the Loans, Reimbursement Loan and other Obligations, Letter of Credit Obligations and other Obligations or (iii) to pay any other amount chargeable to the Borrowers Borrower pursuant to the terms of this Agreement, including, without limitation, Agreement or any of the other Loan Documents consisting of costs, fees and expenses as described in Section 12.04expenses. The Special Agent Advances shall be repayable on demand and be together with all interest thereon shall constitute Obligations secured by the Collateral and shall bear interest at a rate per annum equal to the rate then applicable to Revolving Loans that are Reference Rate LoansCollateral. The Agent making any Special Agent Advances shall notify not constitute the other Agent, each Lender Loan but shall otherwise constitute Obligations hereunder. Interest on Special Agent Advances shall be payable at the Interest Rate or the Default Rate as applicable and the Administrative Borrower in writing of each such Agent Advance, which notice shall include a description of the purpose of such Agent Advancebe payable on demand. Without limitation to its obligations pursuant to Section 10.05, each Each Lender agrees that it shall make available to the Agent making any Agent AdvancesAgent, upon such Agent’s 's demand, in the currency in which the respective Agent Advance was made in immediately available funds, the amount equal to such Lender’s 's Pro Rata Share of each such Special Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such Agent by such Lender, such Lender shall be deemed a Defaulting Lender and Agent shall be entitled to recover such funds funds, on demand from such Lender, Lender together with interest thereon for each day from the date such payment was due until the date such amount is paid to such Agent, Agent at the Federal Funds Effective Rate for each day during such period (as published by the Federal Reserve Bank of New York or at Agent's option based on the arithmetic mean determined by Agent of the rates for the last transaction in overnight Federal Funds arranged prior to 9:00 a.m. (New York City time) on that day by each of the three Business Days leading brokers of Federal Funds transactions in New York City selected by Agent) and thereafter if such amounts are not paid within three (3) days of Agent's demand, at the Reference Ratedefault rate pursuant to this Agreement.

Collateral Matters. (a) Each Agent may may, at its option, from time to time, at any time on or after an Event of Default and for so long as the same is continuing or upon any other failure of a condition precedent to the Loans and Letter of Credit Accommodations hereunder, make such disbursements and advances (“Special Agent Advances”) which such Agent, in its sole discretion, (i) deems necessary or desirable either to preserve, protect, prepare for sale preserve or lease or dispose of protect the Collateral or any portion thereof, thereof or (ii) to enhance the likelihood or maximize the amount of repayment by the Borrowers and Guarantors of the Loans, Reimbursement Loans and other Obligations, provided, that, the aggregate principal amount of the Special Agent Advances pursuant to clauses (i) and (ii) hereof, plus the then outstanding principal amount of the additional Loans and Letter of Credit Obligations and other Obligations Accommodations which Agent may make or provide as set forth in Section 12.8 hereof, shall not exceed the aggregate amount of ten (10%) percent of the Maximum Credit or (iii) to pay any other amount chargeable to the Borrowers any Borrower or Guarantor pursuant to the terms of this Agreement, including, without limitation, Agreement or any of the other Financing Agreements consisting of (A) costs, fees and expenses as described in Section 12.04and (B) payments to any issuer of Letter of Credit Accommodations. The Special Agent Advances shall be repayable on demand and be together with all interest thereon shall constitute Obligations secured by the Collateral and Collateral. Special Agent Advances shall bear interest not constitute Loans but shall otherwise constitute Obligations hereunder. Interest on Special Agent Advances shall be payable at a rate per annum equal to the rate Interest Rate then applicable to Revolving Prime Rate Loans that are Reference Rate Loans. The Agent making any Agent Advances and shall notify the other Agent, each Lender and the Administrative Borrower in writing of each such Agent Advance, which notice shall include a description of the purpose of such Agent Advancebe payable on demand. Without limitation to of its obligations pursuant to Section 10.056.10, each Lender agrees that it shall make available to the Agent making any Agent AdvancesAgent, upon such Agent’s demand, in the currency in which the respective Agent Advance was made in immediately available funds, the amount equal to such Lender’s Pro Rata Share of each such Special Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such Agent by such Lender, such Lender shall be deemed a Defaulting Lender and Agent shall be entitled to recover such funds funds, on demand from such Lender, Lender together with interest thereon for each day from the date such payment was due until the date such amount is paid to such Agent, Agent at the Federal Funds Effective Rate for each day during such period (as published by the Federal Reserve Bank of New York or at Agent’s option based on the arithmetic mean determined by Agent of the rates for the last transaction in overnight Federal funds arranged prior to 9:00 a.m. (New York City time) on that day by each of the three Business Days leading brokers of Federal funds transactions in New York City selected by Agent) and thereafter if such amounts are not paid within three (3) days of Agent’s demand, at the Reference Ratehighest Interest Rate provided for in Section 3.1 hereof applicable to Prime Rate Loans.

Collateral Matters. (a) Each The Origination Agent may from time to time make such disbursements and advances (“Origination Agent Advances”) which such the Origination Agent, in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof, to enhance the likelihood or maximize the amount of repayment by the Borrowers of the Loans, Reimbursement Obligations, Letter of Credit Obligations Loans and other Obligations or to pay any other amount chargeable to the Borrowers pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Section 12.04. The Origination Agent Advances shall be repayable on demand and be secured by the Collateral and shall bear interest at a rate per annum equal to the rate then applicable to Revolving Term Loans that are Reference Rate Loans. The Agent making any Origination Agent Advances shall constitute Obligations hereunder which may be charged to the Loan Account in accordance with Section 4.01. The Origination Agent shall notify the other Agent, each Lender and the Administrative Borrower in writing of each such Origination Agent Advance, which notice shall include a description of the purpose of such Origination Agent Advance. Without limitation to its obligations pursuant to Section 10.05, each Lender agrees that it shall make available to the Agent making any Agent AdvancesOrigination Agent, upon such the Origination Agent’s demand, in the currency in which the respective Agent Advance was made Dollars in immediately available funds, the amount equal to such Lender’s Pro Rata Share of each such Origination Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such the Origination Agent by such Lender, such the Origination Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to such the Origination Agent, at the Federal Funds Effective Rate for three Business Days and thereafter at the Reference Rate.

Collateral Matters. (a) Each The Collateral Agent may from time to time make such disbursements and advances (“"Collateral Agent Advances”") which such the Collateral Agent, in its sole discretionreasonable business judgment, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof, to enhance the likelihood or maximize the amount of repayment by the Borrowers Borrower of the Loans, Reimbursement Obligations, Letter of Credit Obligations and other Obligations or Obligations, to pay any other amount chargeable to the Borrowers Borrower pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Section 12.0411.04 or to make any payment pursuant to Paragraph 16 of the B of A Intercreditor Agreement. The Collateral Agent Advances shall be repayable on demand and be secured by the Collateral and shall bear interest at a rate per annum equal to the rate then applicable to Revolving Loans that are Reference Rate LoansCollateral. The Agent making any Collateral Agent Advances shall constitute Obligations hereunder which may be charged to the Loan Account in accordance with Section 4.02. The Collateral Agent shall notify the other Agent, each Lender and the Administrative Borrower in writing of each such Collateral Agent Advance, which notice shall include a description of the purpose of such Collateral Agent Advance. Without limitation to its obligations pursuant to Section 10.05, each Lender agrees that it shall make available to the Agent making any Agent AdvancesCollateral Agent, upon such the Collateral Agent’s 's demand, in the currency in which the respective Agent Advance was made Dollars in immediately available funds, the amount equal to such Lender’s 's Pro Rata Share of each such Collateral Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such the Collateral Agent by such Lender, such the Collateral Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to such the Collateral Agent, at the Federal Funds Effective Rate for three Business Days and thereafter at the Reference Rate.

Collateral Matters. (a) Each Administrative Agent may may, at its option, from time to time, at any time on or after an Event of Default and for so long as the same is continuing or upon any other failure of a condition precedent to the making of Loans hereunder, make such disbursements and advances (“Special Agent Advances”) which such Administrative Agent, in its sole discretion, deems necessary or desirable either (i) to preserve, protect, prepare for sale preserve or lease or dispose of protect the Collateral or any portion thereof, to enhance the likelihood thereof or maximize the amount of repayment by the Borrowers of the Loans, Reimbursement Obligations, Letter of Credit Obligations and other Obligations or (ii) to pay any other amount chargeable to the Borrowers Borrower pursuant to the terms of this Agreement, including, without limitation, Agreement or any of the other Loan Documents consisting of costs, fees and expenses as described and payments to any Issuing Bank (provided that in no event shall (i) Special Agent Advances for such purpose exceed the amount equal to $17.5 million in the aggregate outstanding at any time less the then outstanding Revolving Loans, Swingline Loans and Letters of Credit under Section 12.0410.10 hereof and (ii) Special Agent Advances plus the Revolving Exposure exceed the Lenders’ Commitment at the time of such Event of Default or cause any Lender’s Revolving Exposure to exceed such Lender’s Revolving Loan Commitment at the time of such Event of Default). The Special Agent Advances shall be repayable on demand and be secured by the Collateral and shall bear interest at a rate per annum equal to the rate then applicable to Revolving Loans that are Reference Rate LoansCollateral. The Agent making any Special Agent Advances shall not constitute Loans but shall otherwise constitute Obligations hereunder. Administrative Agent shall notify the other Agent, each Lender and the Administrative Borrower in writing of each such Special Agent Advance, which notice shall include a description of the purpose of such Special Agent Advance. Without limitation to its obligations pursuant to Section 10.05, each Each Lender agrees that it shall make available to the Agent making any Agent AdvancesAdministrative Agent, upon such Administrative Agent’s demand, in the currency in which the respective Agent Advance was made in immediately available funds, the amount equal to such Lender’s Pro Rata Share Percentage of each such Special Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such Administrative Agent by such Lender, such Administrative Agent shall be entitled to recover such funds funds, on demand from such Lender, Lender together with interest thereon for each day from the date such payment was due until the date such amount is paid to such Agent, Administrative Agent at the Federal Funds Effective Rate for each day during such period (as published by the Federal Reserve Bank of New York or at Administrative Agent’s option based on the arithmetic mean determined by Administrative Agent of the rates for the last transaction in overnight Federal funds arranged prior to 9:00 a.m. (New York City time) on that day by each of the three Business Days leading brokers of Federal funds transactions in New York City selected by Administrative Agent) and thereafter if such amounts are not paid within three (3) days of Administrative Agent’s demand, at the Reference Ratehighest interest rate provided for in Section 2.06(a).

Collateral Matters. Until all Obligations have been fully satisfied, Lender's security interest in the Collateral, and all proceeds and products thereof, shall continue in full force and effect. During the term of this Agreement, Borrower shall not permit any Lien, (aother than Permitted Liens) Each Agent may from time to time make such disbursements and advances (“Agent Advances”) which such Agent, in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose remain against any of the Collateral and Borrower shall perform any and all steps requested by Lender to perfect, maintain and protect Lender's security interest in the Collateral in which a security interest is granted to Lender under this Agreement or any portion thereof, to enhance the likelihood or maximize the amount of repayment by the Borrowers of the Loans, Reimbursement Obligations, Letter of Credit Obligations and other Obligations or to pay any other amount chargeable to the Borrowers pursuant to the terms of this Agreementagreement, including, without limitation, costsexecuting and filing financing and continuation statements in form and substance satisfactory to Lender, fees or those that are Permitted Liens. Lender may file one or more financing statements disclosing Lender's security under this Agreement and expenses as described in Section 12.04Borrower shall pay any costs of, or incidental to, any recording or filing of any financing statements concerning the Collateral. The Agent Advances shall be repayable on demand And further that wherever and be secured whenever available and allowed by law Lender is authorized to file electronically all documents allowed or required by the Collateral and shall bear interest at a rate per annum equal to the rate then applicable to Revolving Loans that are Reference Rate Loans. The Agent making any Agent Advances shall notify the other Agent, each Lender and the Administrative Borrower in writing of each such Agent Advance, which notice shall include a description of the purpose of such Agent Advance. Without limitation to its obligations pursuant to Section 10.05, each Lender agrees that it shall make available to the Agent making any Agent Advances, upon such Agent’s demand, in the currency in which the respective Agent Advance was made in immediately available fundsUniform Commercial Code, the amount equal Federal Food Security Act, or other applicable law, including but not limited to such Lender’s Pro Rata Share financing statements, effective financing statements, and continuations, amendments, assignments, or terminations thereof, WITHOUT the physical signature of each such Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender Borrower and/or this authorization shall be deemed a Loan hereunder. If such funds are not made available to such Agent by such Lenderdigital signature, such Agent and/or this authorization shall be entitled deemed a limited power of attorney, coupled with an interest, appointing Lender as Borrower's agent and attorney-in-fact for the express purpose of signing and executing the aforesaid documents on Borrower's behalf. Borrower shall pay or cause to recover be paid, unless contested in good faith, all taxes, assessments and governmental charges levied, assessed or imposed upon or with respect to the Loan, the Collateral, any part thereof, or Lender by virtue of the Loan transaction. Unless contested in good faith, if Borrower fails to pay such funds taxes, assessments and governmental charges, Lender may (but shall not be required to) pay the same and charge the cost to Borrower payable on demand from such Lender, together with interest thereon for each day from and secured by the date such payment was due until the date such amount is paid to such Agent, at the Federal Funds Effective Rate for three Business Days and thereafter at the Reference RateCollateral.

Collateral Matters. (a) Each Agent may may, at its option, from time to time, at any time on or after an Event of Default and for so long as the same is continuing or upon any other failure of a condition precedent to the Loans and Letter of Credit Accommodations hereunder, make such disbursements and advances (“Special Agent Advances”) which such Agent, in its sole discretion, deems necessary or desirable either (i) to preserve, protect, prepare for sale preserve or lease or dispose of protect the Collateral or any portion thereof, thereof or (ii) to enhance the likelihood or maximize the amount of repayment by the Borrowers and Guarantors of the Loans, Reimbursement Obligations, Letter of Credit Obligations Loans and other Obligations or (iii) to pay any other amount chargeable to the Borrowers any Borrower or Guarantor pursuant to the terms of this Agreement, including, without limitation, Agreement or any of the other Financing Agreements consisting of costs, fees and expenses as described in Section 12.04and payments to any issuer of Letter of Credit Accommodations. The Special Agent Advances shall be repayable on demand and be secured by the Collateral and shall bear interest at a rate per annum equal to the rate then applicable to Revolving Loans that are Reference Rate LoansCollateral. The Agent making any Special Agent Advances shall not constitute Loans but shall otherwise constitute Obligations hereunder. Agent shall notify the other Agent, each Lender and the Administrative Borrower in writing of each such Special Agent Advance, which notice shall include a description of the purpose of such Special Agent Advance. Without limitation to of its obligations pursuant to Section 10.056.13, each Lender agrees that it shall make available to the Agent making any Agent AdvancesAgent, upon such Agent’s demand, in the currency in which the respective Agent Advance was made in immediately available funds, the amount equal to such Lender’s Pro Rata Share of each such Special Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such Agent by such Lender, such Agent shall be entitled to recover such funds funds, on demand from such Lender, Lender together with interest thereon for each day from the date such payment was due until the date such amount is paid to such Agent, Agent at the Federal Funds Effective Rate for each day during such period (as published by the Federal Reserve Bank of New York or at Agent’s option based on the arithmetic mean determined by Agent of the rates for the last transaction in overnight Federal funds arranged prior to 9:00 a.m. (New York City time) on that day by each of the three Business Days leading brokers of Federal funds transactions in New York City selected by Agent) and thereafter if such amounts are not paid within three (3) days of Agent’s demand, at the Reference Ratehighest Interest Rate provided for in Section 3.1 hereof applicable to Revolving Loans consisting of Prime Rate Loans.

Collateral Matters. (a) Each Agent may may, at its option, from time to time, at any time on or after an Event of Default and for so long as the same is continuing or upon any other failure of a condition precedent to the Loan hereunder, make such disbursements and advances (“"Special Agent Advances”") which such Agent, in its sole discretion, (i) deems necessary or desirable either to preserve, protect, prepare for sale preserve or lease or dispose of protect the Collateral or any portion thereof, thereof or (ii) to enhance the likelihood or maximize the amount of repayment by the Borrowers and Guarantors of the Loans, Reimbursement Loan and other Obligations, Letter of Credit Obligations and other Obligations or (iii) to pay any other amount chargeable to the Borrowers any Borrower or Guarantor pursuant to the terms of this Agreement, including, without limitation, Agreement or any of the other Financing Agreements consisting of costs, fees and expenses as described payable in Section 12.04accordance with this Agreement. The Special Agent Advances shall be repayable on demand and be together with all interest thereon shall constitute Obligations secured by the Collateral and Collateral. Special Agent Advances shall bear interest not constitute a portion of the Loan but shall otherwise constitute Obligations hereunder. Interest on Special Agent Advances shall be payable at a rate per annum equal to the rate Interest Rate then applicable to Revolving Prime Rate Loans that are Reference Rate Loansand shall be payable on demand. The Agent making any Agent Advances shall notify the other Agent, each Lender and the Administrative Borrower in writing of each such Agent Advance, which notice shall include a description of the purpose of such Agent Advance. Without limitation to its obligations pursuant to Section 10.05, each Each Lender agrees that it shall make available to the Agent making any Agent AdvancesAgent, upon such Agent’s 's demand, in the currency in which the respective Agent Advance was made in immediately available funds, the amount equal to such Lender’s 's Pro Rata Share of each such Special Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such Agent by such Lender, such Lender shall be deemed a Defaulting Lender and Agent shall be entitled to recover such funds funds, on demand from such Lender, Lender together with interest thereon for each day from the date such payment was due until the date such amount is paid to such Agent, Agent at the Federal Funds Effective Rate for each day during such period (as published by the Federal Reserve Bank of New York or at Agent's option based on the arithmetic mean determined by Agent of the rates for the last transaction in overnight Federal funds arranged prior to 9:00 a.m. (New York City time) on that day by each of the three Business Days leading brokers of Federal funds transactions in New York City selected by Agent) and thereafter if such amounts are not paid within three (3) days of Agent's demand, at the Reference Ratehighest Interest Rate provided for in Section 3.1 hereof applicable to Prime Rate Loans.

Collateral Matters. (a) Each The Collateral Agent may from time to time time, during the occurrence and continuance of an Event of Default, make such disbursements and advances (“"Collateral Agent Advances”") which such the Collateral Agent, in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale preserve or lease or dispose of protect the Collateral or any portion thereof, to enhance the likelihood or maximize the amount of repayment by the Borrowers Borrower of the Loans, Reimbursement Obligations, Letter of Credit Obligations and other Obligations or to pay any other amount chargeable to the Borrowers Borrower pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Section 12.0412.05. The Collateral Agent Advances shall be repayable on demand and be secured by the Collateral and shall bear interest at a rate per annum equal to the rate then applicable to Revolving Loans that are Reference Rate LoansCollateral. The Agent making any Collateral Agent Advances shall not constitute Loans but shall otherwise constitute Obligations hereunder. The Collateral Agent shall notify the other Agent, each Lender and the Administrative Borrower in writing of each such Collateral Agent Advance, which notice shall include a description of the purpose of such Collateral Agent Advance. Without limitation to its obligations pursuant to Section 10.05, each Lender agrees that it shall make available to the Agent making any Agent AdvancesCollateral Agent, upon such the Collateral Agent’s 's demand, in the currency in which the respective Agent Advance was made Dollars in immediately available funds, the amount equal to such Lender’s 's Pro Rata Share of each such Collateral Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such the Collateral Agent by such Lender, such Lender the Collateral Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to such Agent, at the Federal Funds Effective Rate for three Business Days and thereafter at the Reference Rate.recover

Collateral Matters. (a) Each During the existence of any Event of Default, the Collateral Agent may from time to time make such disbursements and advances (“"Collateral Agent Advances”") which such the Collateral Agent, in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof, to enhance the likelihood or maximize the amount of repayment by the Borrowers of the Loans, Reimbursement Obligations, Letter of Credit Obligations Loans and other Obligations or to pay any other amount chargeable to the Borrowers pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Section 12.04. The Collateral Agent Advances shall be repayable on demand and be secured by the Collateral and shall bear interest at a rate per annum equal to the rate then applicable to Revolving Loans that are Reference Rate Loans. The Agent making any Collateral Agent Advances shall constitute Obligations hereunder which may be charged to the Loan Account in accordance with Section 4.01. The Collateral Agent shall notify the other Agent, each Lender and the Administrative Borrower in writing of each such Collateral Agent Advance, which notice shall include a description of the purpose of such Collateral Agent Advance. Without limitation to its obligations pursuant to Section 10.05, each Lender agrees that it shall make available to the Agent making any Agent AdvancesCollateral Agent, upon such the Collateral Agent’s 's demand, in the currency in which the respective Agent Advance was made Dollars in immediately available funds, the amount equal to such Lender’s 's Pro Rata Share of each such Collateral Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such the Collateral Agent by such Lender, such the Collateral Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to such the Collateral Agent, at the Federal Funds Effective Rate for three Business Days and thereafter at the Reference Rate.

Collateral Matters. (a) Each The Administrative Agent may from time to time make such disbursements and advances (“Agent Advances”) which such that the Administrative Agent, in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof, to enhance the likelihood or maximize the amount of repayment by the Borrowers Borrower of the Loans, Reimbursement ObligationsLetters of Credit, Letter of Credit Obligations and other Obligations or to pay any other amount chargeable to the Borrowers Borrower or the other Credit Parties pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Section 12.0410.01. The Agent Advances shall constitute Obligations hereunder, shall be repayable on demand and demand, shall be secured by the Collateral and shall bear interest at a rate per annum equal to the rate then applicable to Revolving Loans that are Reference Base Rate Loans. The Administrative Agent making any Agent Advances shall notify the other Agent, each Lender and the Administrative Borrower in writing of each such Agent Advance, which notice shall include a description of the purpose of such Agent Advance. Without limitation to its obligations pursuant to Section 10.059.09, each Lender agrees that it shall make available to the Agent making any Agent AdvancesAdministrative Agent, upon such the Administrative Agent’s demand, in the currency in which the respective Agent Advance was made Dollars in immediately available funds, the Dollar Equivalent amount equal to such Lender’s Pro Rata Share pro rata share of each such Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such the Administrative Agent by such Lender, such the Administrative Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to such the Administrative Agent, at the Federal Funds Effective Rate for three Business Days and thereafter at the Reference Base Rate.

Collateral Matters. (a) Each The Administrative Agent may from time to time make such disbursements and advances (“Agent Advances”) which such that the Administrative Agent, in its sole discretiondiscretion and with the prior notice to the Co-Administrative Agent, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof, to enhance the likelihood or maximize the amount of repayment by the Borrowers of the Loans, Reimbursement ObligationsLetters of Credit, Letter of Credit Obligations and other Obligations or to pay any other amount chargeable to the Borrowers or the other Credit Parties pursuant to the terms of this Agreement, including, without limitation, including costs, fees and expenses as described in Section 12.0411.01; provided that the aggregate outstanding principal balance of the Agent Advances shall not exceed $1,000,000 at any one time. The Agent Advances shall constitute Obligations hereunder, shall be repayable on demand and demand, shall be secured by the Collateral and shall bear interest at a rate per annum equal to the rate then applicable to Revolving Loans that are Reference Base Rate Loans. The Administrative Agent making any Agent Advances shall notify the other Co-Administrative Agent, each Lender and the Administrative Borrower Borrowers in writing of each such Agent Advance, which notice shall include a description of the purpose of such Agent Advance. Without limitation to its obligations pursuant to Section 10.059.09, each Lender agrees that it shall make available to the Agent making any Agent AdvancesAdministrative Agent, upon such the Administrative Agent’s demand, in the currency in which the respective Agent Advance was made Dollars in immediately available funds, the amount equal to such Lender’s Pro Rata Share of each such Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such the Administrative Agent by such Lender, such the Administrative Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to such the Administrative Agent, at the Federal Funds Effective Rate for three Business Days and thereafter at the Reference Base Rate.

Collateral Matters. (a) Each Agent may may, at its option, from time to time, at any time on or after an Event of Default and for so long as the same is continuing or upon any other failure of a condition precedent to the Revolving Loans and Letter of Credit Accommodations hereunder, make such disbursements and advances (“"Special Agent Advances”") which such Agent, in its sole discretion, deems necessary or desirable either (i) to preserve, protect, prepare for sale preserve or lease or dispose of protect the Collateral or any portion thereof, to enhance the likelihood or maximize thereof (provided that in no event shall Special Agent Advances for such purpose exceed the amount of repayment by equal to $11,000,000 in the Borrowers of aggregate outstanding at any time less the Loans, Reimbursement Obligations, Letter of Credit Obligations and other Obligations then outstanding Revolving Loans under Section 12.8 hereof) or (ii) to pay any other amount chargeable to the Borrowers Borrower pursuant to the terms of this Agreement, including, without limitation, Agreement or any of the other Financing Agreements consisting of costs, fees and expenses as described in Section 12.04and payments to any issuer of Letter of Credit Accommodations. The Special Agent Advances shall be repayable on demand and be secured by the Collateral and shall bear interest at a rate per annum equal to the rate then applicable to Revolving Loans that are Reference Rate LoansCollateral. The Agent making any Special Agent Advances shall not constitute Loans but shall otherwise constitute Obligations hereunder. Agent shall notify the other Agent, each Lender and the Administrative Borrower in writing of each such Special Agent Advance, which notice shall include a description of the purpose of such Special Agent Advance. Without limitation to of its obligations pursuant to Section 10.056.9, each Lender agrees that it shall make available to the Agent making any Agent AdvancesAgent, upon such Agent’s 's demand, in the currency in which the respective Agent Advance was made in immediately available funds, the amount equal to such Lender’s 's Pro Rata Share of each such Special Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such Agent by such Lender, such Agent shall be entitled to recover such funds funds, on demand from such Lender, Lender together with interest thereon for each day from the date such payment was due until the date such amount is paid to such Agent, Agent at the Federal Funds Effective Rate for each day during such period (as published by the Federal Reserve Bank of New York or at Agent's option based on the arithmetic mean determined by Agent of the rates for the last transaction in overnight Federal funds arranged prior to 9:00 a.m. (New York City time) on that day by each of the three Business Days leading brokers of Federal funds transactions in New York City selected by Agent) and thereafter if such amounts are not paid within three (3) days of Agent's demand, at the Reference Ratehighest Interest Rate provided for in Section 3.1 hereof applicable to Prime Rate Loans.

Collateral Matters. (a) Each Agent may may, at its option, from time to time, at any time on or after an Event of Default and for so long as the same is continuing, make such disbursements and advances (“Special Agent Advances”) which such Agent, in its sole discretion, (i) deems necessary or desirable either to preserve, protect, prepare for sale preserve or lease or dispose of protect the Collateral or any portion thereof, thereof or (ii) to enhance the likelihood or maximize the amount of repayment by the Borrowers and Guarantors of the Loans, Reimbursement Obligations, Letter of Credit Obligations Term Loan and other Obligations or to pay any other amount chargeable to the Borrowers Obligations. All Special Agent Advances made pursuant to this Section 12.11 shall (i) be repaid within ninety (90) days after the terms of this Agreementdate such Special Agent Advance is made, includingexcept as Required Lenders may otherwise agree, without limitation, costs, fees and expenses as described in Section 12.04. The Agent Advances shall (ii) be repayable on demand and be together with all interest thereon shall constitute Obligations secured by the Collateral and shall (iii) bear interest at a rate per annum equal to the rate then applicable to Revolving Loans that are Reference Rate Loans. The Agent making any Agent Advances shall notify the other Agent, each Lender and the Administrative Borrower specified in writing of each such Agent Advance, which notice shall include a description clause (c)(ii) of the purpose definition of such Agent Advance“Interest Rate”. Without limitation to of its obligations pursuant to Section 10.056.11, each Lender agrees that it shall make available to the Agent making any Agent AdvancesAgent, upon such Agent’s demand, in the currency in which the respective Agent Advance was made in immediately available funds, the amount equal to such Lender’s Pro Rata Share of each such Special Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such Agent by such Lender, such Lender shall be deemed a Defaulting Lender and Agent shall be entitled to recover such funds funds, on demand from such Lender, Lender together with interest thereon for each day from the date such payment was due until the date such amount is paid to such Agent, Agent at the Federal Funds Effective Rate for each day during such period (as published by the Federal Reserve Bank of New York or at Agent’s option based on the arithmetic mean determined by Agent of the rates for the last transaction in overnight Federal funds arranged prior to 9:00 a.m. (New York City time) on that day by each of the three Business Days leading brokers of Federal funds transactions in New York City selected by Agent) and thereafter if such amounts are not paid within three (3) days of Agent’s demand, at the Reference Ratehighest Interest Rate provided for in Section 3.1 hereof.

Collateral Matters. (a) Each Subject to the terms of a separate written agreement among the Agents and the Lenders, the Administrative Agent, the Collateral Agent and the Documentation Agent may from time to time make such disbursements and advances (“"Agent Advances”") which such Agent, in its sole -------------- discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof, to enhance the likelihood or maximize the amount of repayment by the Borrowers of the Loans, Reimbursement Obligations, Letter of Credit Obligations and other Obligations or to pay any other amount chargeable to the Borrowers pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Section 12.04. The Agent Advances shall bear interest at the maximum rate set forth in this Agreement and shall be repayable on demand and be secured by the Collateral and shall bear interest at a rate per annum equal to the rate then applicable to Revolving Loans that are Reference Rate LoansCollateral. The Agent making any Agent Advances shall constitute Obligations hereunder which may be charged to the Loan Account in accordance with Section 4.02. Any Agent making an Agent Advance shall notify the other Agent, each Lender and the Administrative Borrower in writing of each such Agent Advance, which notice shall include a description of the purpose of such Agent Advance. Without limitation to its obligations pursuant to Section 10.05, each Lender agrees that it shall make available to the Agent, making the Agent making any Agent Advances, Advance upon such Agent’s 's demand, in the currency in which the respective Agent Advance was made Dollars in immediately available funds, the amount equal to such Lender’s 's Pro Rata Share of each such Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such the Agent making an Agent Advance by such Lender, such Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to such Agent, at the Federal Funds Effective Rate for three Business Days and thereafter at the Reference Rate.

Collateral Matters. (a) Each Agent may may, at its option, from time to time, at any time on or after an Event of Default and for so long as the same is continuing or upon any other failure of a condition precedent to the Loans and Letter of Credit Accommodations hereunder, make such disbursements and advances (“"Special Agent Advances”") which such Agent, in its sole discretion, deems necessary or desirable either (i) to preserve, protect, prepare for sale preserve or lease or dispose of protect the Collateral or any portion thereof, thereof or (ii) to enhance the likelihood or maximize the amount of repayment by the Borrowers Borrower of the Loans, Reimbursement Loans and other Obligations, provided, that, the aggregate principal amount of the Special Agent Advances pursuant to this clause (ii), plus the ten outstanding principal amount of the additional Loans and Letter of Credit Obligations and other Obligations Accommodations which Agent may make or provide as set forth in Section 12.8 hereof, shall not exceed the aggregate amount of ten (10%) percent of the Maximum Credit or (iii) to pay any other amount chargeable to the Borrowers Borrower pursuant to the terms of this Agreement, including, without limitation, Agreement or any of the other Financing Agreements consisting of costs, fees and expenses as described in Section 12.04and payments to any issuer of Letter of Credit Accommodations. The Special Agent Advances shall be repayable on demand and be secured by the Collateral and Collateral. Special Agent Advances shall bear interest not constitute Loans but shall otherwise constitute Obligations hereunder. Interest on Special Advances shall be payable at a rate per annum equal to the rate Interest Rate then applicable to Revolving Loans that are Reference Prime Rate Loans. The Agent making any Agent Advances shall notify the other Agent, each Lender and the Administrative Borrower in writing of each such Special Agent Advance, which notice shall include a description of the purpose of such Special Agent Advance. Without limitation to of its obligations pursuant to Section 10.056.9, each Lender agrees that it shall make available to the Agent making any Agent AdvancesAgent, upon such Agent’s 's demand, in the currency in which the respective Agent Advance was made in immediately available funds, the amount equal to such Lender’s 's Pro Rata Share of each such Special Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such Agent by such Lender, such Agent shall be entitled to recover such funds funds, on demand from such Lender, Lender together with interest thereon for each day from the date such payment was due until the date such amount is paid to such Agent, Agent at the Federal Funds Effective Rate for each day during such period (as published by the Federal Reserve Bank of Atlanta or at Agent's option based on the arithmetic mean determined by Agent of the rates for the last transaction in overnight Federal funds arranged prior to 9:00 a.m. (Atlanta, Georgia time) on that day by each of the three Business Days leading brokers of Federal funds transactions in New York City selected by Agent) and thereafter if such amounts are not paid within three (3) days of Agent's demand, at the Reference Ratehighest Interest Rate provided for in Section 3.1 hereof applicable to Prime Rate Loans.

Collateral Matters. (a) Each Agent may may, at its option, from time to time, at any time on or after an Event of Default and for so long as the same is continuing or upon any other failure of a condition precedent to the Loans and Letter of Credit Accommodations hereunder, make such disbursements and advances (“"Special Agent Advances”") which such Agent, in its sole discretion, deems necessary or desirable either (i) to preserve, protect, prepare for sale preserve or lease or dispose of protect the Collateral or any portion thereof, to enhance thereof (provided that in no event shall Special Agent Advances for such purpose exceed $5,000,000 in the likelihood aggregate outstanding at any time) or maximize the amount of repayment by the Borrowers of the Loans, Reimbursement Obligations, Letter of Credit Obligations and other Obligations or (ii) to pay any other amount chargeable to the Borrowers any Borrower pursuant to the terms of this Agreement, including, without limitation, Agreement consisting of costs, fees and expenses as described in Section 12.04and payments to any issuer of Letter of Credit Accommodations. The Special Agent Advances shall be repayable on demand and be secured by the Collateral and shall bear interest at a rate per annum equal to the rate then applicable to Revolving Loans that are Reference Rate LoansCollateral. The Agent making any Special Agent Advances shall not constitute Loans but shall otherwise constitute Obligations hereunder. Agent shall notify the other Agent, each Lender and the Administrative Borrower Huffy in writing of each such Special Agent Advance, which notice shall include a description of the purpose of such Special Agent Advance. Without limitation to of its obligations pursuant to Section 10.056.9, each Lender agrees that it shall make available to the Agent making any Agent AdvancesAgent, upon such Agent’s 's demand, in the currency in which the respective Agent Advance was made in immediately available funds, the amount equal to such Lender’s 's Pro Rata Share of each such Special Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such Agent by such Lender, such Agent shall be entitled to recover such funds funds, on demand from such Lender, Lender together with interest thereon for each day from the date such payment was due until the date such amount is paid to such Agent, at the Federal Funds Effective Rate for three Business Days and thereafter at the Reference Rate.with

Collateral Matters. (a) Each Subject to the terms of a separate written agreement among the Agents and the Lenders, the Administrative Agent, the Collateral Agent and the Documentation Agent may from time to time make such disbursements and advances (“"Agent Advances”") which such Agent, in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof, to enhance the likelihood or maximize the amount of repayment by the Borrowers of the Loans, Reimbursement Obligations, Letter of Credit Obligations and other Obligations or to pay any other amount chargeable to the Borrowers pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Section 12.0413.04. The Agent Advances shall bear interest at the maximum rate set forth in this Agreement and shall be repayable on demand and be secured by the Collateral and shall bear interest at a rate per annum equal to the rate then applicable to Revolving Loans that are Reference Rate LoansCollateral. The Agent making any Agent Advances shall constitute Obligations hereunder which may be charged to the Loan Account in accordance with Section 5.02. Any Agent making an Agent Advance shall notify the other Agent, each Lender and the Administrative Borrower in writing of each such Agent Advance, which notice shall include a description of the purpose of such Agent Advance. Without limitation to its obligations pursuant to Section 10.0511.05, each Lender agrees that it shall make available to the Agent, making the Agent making any Agent Advances, Advance upon such Agent’s 's demand, in the currency in which the respective Agent Advance was made Dollars in immediately available funds, the amount equal to such Lender’s 's Pro Rata Share of each such Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such the Agent making an Agent Advance by such Lender, such Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to such Agent, at the Federal Funds Effective Rate for three Business Days and thereafter at the Reference Rate.

Collateral Matters. (a) Each Agent may may, at its option, from time to time, at any time on or after an Event of Default and for so long as the same is continuing or upon any other failure of a condition precedent to the Loans and Letter of Credit Accommodations hereunder, make such disbursements and advances (“"Special Agent Advances”") which such Agent, in its sole discretion, deems necessary or desirable either (i) to preserve, protect, prepare for sale preserve or lease or dispose of protect the Collateral or any portion thereof, to enhance thereof (provided that in no event shall Special Agent Advances for such purpose exceed Four Million Dollars ($4,000,000) in the likelihood aggregate outstanding at any time) or maximize the amount of repayment by the Borrowers of the Loans, Reimbursement Obligations, Letter of Credit Obligations and other Obligations or (ii) to pay any other amount chargeable to the Borrowers any Borrower pursuant to the terms of this Agreement, including, without limitation, Agreement consisting of costs, fees and expenses as described in Section 12.04and payments to any Issuing Bank of Letter of Credit Accommodations. The Special Agent Advances shall be repayable on demand and be secured by the Collateral and shall bear interest at a rate per annum equal to the rate then applicable to Revolving Loans that are Reference Rate LoansCollateral. The Agent making any Special Agent Advances shall not constitute Loans but shall otherwise constitute Obligations hereunder. Agent shall notify the other Agent, each Lender and the Administrative Borrower Agent in writing of each such Special Agent Advance, which notice shall include a description of the purpose of such Special Agent Advance. Without limitation to of its obligations pursuant to Section 10.056.10, each Lender agrees that it shall make available to the Agent making any Agent AdvancesAgent, upon such Agent’s 's demand, in the currency in which the respective Agent Advance was made in immediately available funds, the amount equal to such Lender’s 's Pro Rata Share of each such Special Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such Agent by such Lender, such Agent shall be entitled to recover such funds funds, on demand from such Lender, Lender together with interest thereon thereon, for each day from the date such payment was due until the date such amount is paid to such Agent, Agent at the Federal Funds Effective Prime Rate based rate of interest for three Business Days and thereafter at the Reference RateRevolving Loans set forth in Section 3.1 hereof.

Collateral Matters. (a) Each Agent may may, at its option, from time to time, at any time on or after an Event of Default and for so long as the same is continuing or upon any other failure of a condition precedent to the Loans and Letter of Credit Accommodations hereunder, make such disbursements and advances (“Special Agent Advances”) which such Agent, in its sole discretion, (i) deems necessary or desirable either to preserve, protect, prepare for sale preserve or lease or dispose of protect the Collateral or any portion thereof, thereof or (ii) to enhance the likelihood or maximize the amount of repayment by the Borrowers Borrower of the LoansLoans and other Obligations; PROVIDED, Reimbursement ObligationsTHAT, the aggregate principal amount of the Special Agent Advances pursuant to this clause (ii), plus the then outstanding principal amount of the additional Loans and Letter of Credit Obligations and other Obligations Accommodations which Agent may make or provide as set forth in Section 12.8 hereof, shall not exceed the aggregate amount of $7,500,000 or (iii) to pay any other amount chargeable to the Borrowers Borrower pursuant to the terms of this Agreement, including, without limitation, Agreement or any of the other Financing Agreements consisting of (A) costs, fees and expenses as described in Section 12.04and (B) payments to any issuer of Letter of Credit Accommodations. The Special Agent Advances shall be repayable on demand and be together with all interest thereon shall constitute Obligations secured by the Collateral and Collateral. Special Agent Advances shall bear interest not constitute Loans but shall otherwise constitute Obligations hereunder. Interest on Special Agent Advances shall be payable at a rate per annum equal to the rate Interest Rate then applicable to Revolving Prime Rate Loans that are Reference Rate Loans. The Agent making any Agent Advances and shall notify the other Agent, each Lender and the Administrative Borrower in writing of each such Agent Advance, which notice shall include a description of the purpose of such Agent Advancebe payable on demand. Without limitation to of its obligations pursuant to Section 10.056.10, each Lender agrees that it shall make available to the Agent making any Agent AdvancesAgent, upon such Agent’s demand, in the currency in which the respective Agent Advance was made in immediately available funds, the amount equal to such Lender’s Pro Rata Share of each such Special Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such Agent by such Lender, such Lender shall be deemed a Defaulting Lender and Agent shall be entitled to recover such funds funds, on demand from such Lender, Lender together with interest thereon for each day from the date such payment was due until the date such amount is paid to such Agent, Agent at the Federal Funds Effective Rate for each day during such period (as published by the Federal Reserve Bank of New York or at Agent’s option based on the arithmetic mean determined by Agent of the rates for the last transaction in overnight Federal funds arranged prior to 9:00 a.m. (New York City time) on that day by each of the three Business Days leading brokers of Federal funds transactions in New York City selected by Agent) and thereafter if such amounts are not paid within three (3) days of Agent’s demand, at the Reference Ratehighest Interest Rate provided for in Section 3.1 hereof applicable to Prime Rate Loans.

Collateral Matters. (a) Each The Collateral Agent may from time to time make such disbursements and advances (“Collateral Agent Advances”) which such the Collateral Agent, in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof, to enhance the likelihood or maximize the amount of repayment by the Borrowers of the Loans, Reimbursement Obligations, Letter of Credit Obligations Loans and other Obligations or to pay any other amount chargeable to the Borrowers pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Section 12.04. The Collateral Agent Advances shall be repayable on demand and be secured by the Collateral and shall bear interest at a rate per annum equal to the rate then applicable to Revolving Term Loans that are Reference Rate Loans. The Agent making any Collateral Agent Advances shall constitute Obligations hereunder which may be charged to the Loan Account in accordance with Section 4.01. The Collateral Agent shall notify the other Agent, each Lender and the Administrative Borrower in writing of each such Collateral Agent Advance, which notice shall include a description of the purpose of such Collateral Agent Advance. Without limitation to its obligations pursuant to Section 10.05, each Lender agrees that it shall make available to the Agent making any Agent AdvancesCollateral Agent, upon such the Collateral Agent’s demand, in the currency in which the respective Agent Advance was made Dollars in immediately available funds, the amount equal to such Lender’s Pro Rata Share of each such Collateral Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such the Collateral Agent by such Lender, such the Collateral Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to such the Collateral Agent, at the Federal Funds Effective Rate for three Business Days and thereafter at the Reference Rate.

Collateral Matters. (a) Each Administrative and Collateral Agent may may, at its option, from time to time, at any time on or after an Event of Default and for so long as the same is continuing or upon any other failure of a condition precedent to the Loans hereunder, make such disbursements and advances (“Special Agent Advances”) which such Administrative and Collateral Agent, in its sole discretionreasonable credit judgment, deems necessary or desirable either (i) to preserve, protect, prepare for sale preserve or lease or dispose of protect the Collateral or any portion thereof, to enhance the likelihood thereof or maximize the amount of repayment by the Borrowers of the Loans, Reimbursement Obligations, Letter of Credit Obligations and other Obligations or (ii) to pay any other amount chargeable to the Borrowers or Guarantors pursuant to the terms of this Agreement, including, without limitation, Agreement consisting of costs, fees and expenses as described and 116 payments to any issuer of Letter of Credit Accommodations; provided that, without the consent of the Required Super-Majority Lenders, in no event shall the aggregate amount of Special Agent Advances, together with the Revolving Loans and Letter of Credit Accommodations made pursuant to Section 12.0412.8 hereof, exceed an amount equal to ten percent (10%) of the Borrowing Base at any time or cause the total principal amount of the Revolving Loans and Letter of Credit Accommodations to exceed the Revolving Loan Limit. The Special Agent Advances shall be repayable on demand and be secured by the Collateral. Administrative and Collateral and shall bear interest at a rate per annum equal to the rate then applicable to Revolving Loans that are Reference Rate Loans. The Agent making any Agent Advances shall notify the other Agent, each Lender and the Administrative Borrower in writing of each such Special Agent Advance, which notice shall include a description of the purpose of such Special Agent Advance. Without limitation to of its obligations pursuant to Section 10.056.10, each Lender agrees that it shall make available to the Agent making any Agent AdvancesAdministrative and Collateral Agent, upon such Administrative and Collateral Agent’s demand, in the currency in which the respective Agent Advance was made in immediately available funds, the amount equal to such Lender’s Pro Rata Share of each such Special Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such Administrative and Collateral Agent by such Lender, such Administrative and Collateral Agent shall be entitled to recover such funds funds, on demand from such Lender, Lender together with interest thereon thereon, for each day from the date such payment was due until the date such amount is paid to such Agent, Administrative and Collateral Agent at the Federal Funds Effective Interest Rate for three Business Days and thereafter at then payable by Borrowers in respect of the Reference RateRevolving Loans as set forth in Section 3.1 hereof.

Collateral Matters. (a) Each Agent may may, at its option, from time to time, at any time on or after an Event of Default and for so long as the same is continuing or upon any other failure of a condition precedent to the Revolving Loans and Letter of Credit Accommodations hereunder, make such disbursements and advances (“"Special Agent Advances”") which such Agent, in its sole discretion, deems necessary or desirable either (i) to preserve, protect, prepare for sale preserve or lease or dispose of protect the Collateral or any portion thereof, to enhance the likelihood or maximize thereof (provided that in no event shall Special Agent Advances for such purpose exceed the amount of repayment by equal to $7,500,000 in the Borrowers of aggregate outstanding at any time less the Loans, Reimbursement Obligations, Letter of Credit Obligations and other Obligations then outstanding Revolving Loans under Section 12.8 hereof) or (ii) to pay any other amount chargeable to the Borrowers Borrower pursuant to the terms of this Agreement, including, without limitation, Agreement or any of the other Financing Agreements consisting of costs, fees and expenses as described in Section 12.04and payments to any issuer of Letter of Credit Accommodations. The Special Agent Advances shall be repayable on demand and be secured by the Collateral and shall bear interest at a rate per annum equal to the rate then applicable to Revolving Loans that are Reference Rate LoansCollateral. The Agent making any Special Agent Advances shall not constitute Loans but shall otherwise constitute Obligations hereunder. Agent shall notify the other Agent, each Lender and the Administrative Borrower in writing of each such Special Agent Advance, which notice shall include a description of the purpose of such Special Agent Advance. Without limitation to of its obligations pursuant to Section 10.056.9, each Lender agrees that it shall make available to the Agent making any Agent AdvancesAgent, upon such Agent’s 's demand, in the currency in which the respective Agent Advance was made in immediately available funds, the amount equal to such Lender’s 's Pro Rata Share of each such Special Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such Agent by such Lender, such Agent shall be entitled to recover such funds funds, on demand from such Lender, Lender together with interest thereon for each day from the date such payment was due until the date such amount is paid to such Agent, Agent at the Federal Funds Effective Rate for each day during such period (as published by the Federal Reserve Bank of New York or at Agent's option based on the arithmetic mean determined by Agent of the rates for the last transaction in overnight Federal funds arranged prior to 9:00 a.m. (New York City time) on that day by each of the three Business Days leading brokers of Federal funds transactions in New York City selected by Agent) and thereafter if such amounts are not paid within three (3) days of Agent's demand, at the Reference Ratehighest Interest Rate provided for in Section 3.1 hereof applicable to Prime Rate Loans.

Collateral Matters. (a) Each Agent may may, at its option, from time to time, at any time on or after an Event of Default and for so long as the same is continuing or upon any other failure of a condition precedent to the Loans and Letter of Credit Accommodations hereunder, make such disbursements and advances (“"Special Agent Advances”") which such Agent, in its sole discretion, deems necessary or desirable either (i) to preserve, protect, prepare for sale preserve or lease or dispose of protect the Collateral or any portion thereofthereof (provided that in no event shall Special Agent Advances for such purpose exceed Five Million Dollars ($5,000,000) in the aggregate outstanding at any time), to enhance provided, that, unless all Lenders otherwise agree in writing, the likelihood or maximize Special Agent Advances under this clause (i) shall not cause the aggregate outstanding amount of repayment by the Borrowers of the Loans, Reimbursement Obligations, the Letter of Credit Obligations Accommodations and other Obligations such Special Agent Advances to exceed the Maximum Credit, and Agent shall make commercially reasonable arrangements with Borrowers for the repayment in full of such Special Agent Advances within a reasonable time, or (ii) to pay any other amount chargeable to the Borrowers any Borrower pursuant to the terms of this Agreement, including, without limitation, Agreement consisting of costs, fees and expenses as described in Section 12.04and payments to any issuer of Letter of Credit Accommodations. The Special Agent Advances shall be repayable on demand and be secured by the Collateral and shall bear interest at a rate per annum equal to the rate then applicable to Revolving Loans that are Reference Rate LoansCollateral. The Agent making any Special Agent Advances shall not constitute Loans but shall otherwise constitute Obligations hereunder. Agent shall notify the other Agent, each Lender and the Administrative Borrower Borrowers in writing of each such Special Agent Advance, which notice shall include a description of the purpose of such Special Agent Advance. Without limitation to of its obligations pursuant to Section 10.056.10, each Lender agrees that it shall make available to the Agent making any Agent AdvancesAgent, upon such Agent’s 's demand, in the currency in which the respective Agent Advance was made in immediately available funds, the amount equal to such Lender’s 's Pro Rata Share of each such Special Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such Agent by such Lender, such Agent shall be entitled to recover such funds funds, on demand from such Lender, Lender together with interest thereon thereon, for each day from the date such payment was due until the date such amount is paid to such Agent, Agent at the Federal Funds Effective Rate for three Business Days and thereafter at interest rate then payable by Borrowers in respect of the Reference RateRevolving Loans as set forth in Section 3.1 hereof.

Collateral Matters. (a) Each Subject to the terms of a separate written agreement among the Administrative Agent and the Lenders, the Administrative Agent may from time to time make such disbursements and advances (“"Agent Advances”") which such the Administrative Agent, in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof, to enhance the likelihood or maximize the amount of repayment by the Borrowers of the Loans, Reimbursement Obligations, Letter of Credit Obligations and other Obligations or to pay any other amount chargeable to the Borrowers pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Section 12.04. The Agent Advances shall bear interest at the maximum rate set forth in this Agreement and shall be repayable on demand and be secured by the Collateral and shall bear interest at a rate per annum equal to the rate then applicable to Revolving Loans that are Reference Rate LoansCollateral. The Agent making any Agent Advances shall constitute Obligations hereunder which may be charged to the Loan Account in accordance with Section 4.02. The Administrative Agent making an Agent Advance shall notify the other Agent, each Lender and the Administrative Borrower in writing of each such Agent Advance, which notice shall include a description of the purpose of such Agent Advance. Without limitation to its obligations pursuant to Section 10.05, each Lender agrees that it shall make available to the Administrative Agent making any the Agent AdvancesAdvance, upon such Administrative Agent’s 's demand, in the currency Dollars in which the respective Agent Advance was made in 119 immediately available funds, the amount equal to such Lender’s 's Pro Rata Share of each such Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such the Administrative Agent making an Agent Advance by such Lender, such the Administrative Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to such the Administrative Agent, at the Federal Funds Effective Rate for three Business Days and thereafter at the Reference Rate.

Collateral Matters. (a) Each Agent may may, at its option, from time to time, at any time on or after an Event of Default and for so long as the same is continuing or upon any other failure of a condition precedent to the Loans and Letter of Credit Accommodations hereunder, make such disbursements and advances (“"Special Agent Advances”") which such Agent, in its sole discretion, (i) deems necessary or desirable either to preserve, protect, prepare for sale preserve or lease or dispose of protect the Collateral or any portion thereof, thereof or (ii) to enhance the likelihood or maximize the amount of repayment by the Borrowers and Guarantors of the Loans, Reimbursement Loans and other Obligations, provided, that, the aggregate principal amount of the Special Agent Advances pursuant to clauses (i) and (ii) hereof, plus the then outstanding principal amount of the additional Loans and Letter of Credit Obligations and other Obligations Accommodations which Agent may make or provide as set forth in Section 12.8 hereof, shall not exceed the aggregate amount of ten (10%) percent of the Maximum Credit or (iii) to pay any other amount chargeable to the Borrowers any Borrower or Guarantor pursuant to the terms of this Agreement, including, without limitation, Agreement or any of the other Financing Agreements consisting of (A) costs, fees and expenses as described in Section 12.04and (B) payments to any issuer of Letter of Credit Accommodations. The Special Agent Advances shall be repayable on demand and be together with all interest thereon shall constitute Obligations secured by the Collateral and Collateral. Special Agent Advances shall bear interest not constitute Loans but shall otherwise constitute Obligations hereunder. Interest on Special Agent Advances shall be payable at a rate per annum equal to the rate Interest Rate then applicable to Revolving Prime Rate Loans that are Reference Rate Loans. The Agent making any Agent Advances and shall notify the other Agent, each Lender and the Administrative Borrower in writing of each such Agent Advance, which notice shall include a description of the purpose of such Agent Advancebe payable on demand. Without limitation to of its obligations pursuant to Section 10.056.10, each Lender agrees that it shall make available to the Agent making any Agent AdvancesAgent, upon such Agent’s 's demand, in the currency in which the respective Agent Advance was made in immediately available funds, the amount equal to such Lender’s 's Pro Rata Share of each such Special Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such Agent by such Lender, such Lender shall be deemed a Defaulting Lender and Agent shall be entitled to recover such funds funds, on demand from such Lender, Lender together with interest thereon for each day from the date such payment was due until the date such amount is paid to such Agent, Agent at the Federal Funds Effective Rate for each day during such period (as published by the Federal Reserve Bank of New York or at Agent=s option based on the arithmetic mean determined by Agent of the rates for the last transaction in overnight Federal funds arranged prior to 9:00 a.m. (New York City time) on that day by each of the three Business Days leading brokers of Federal funds transactions in New York City selected by Agent) and thereafter if such amounts are not paid within three (3) days of Agent=s demand, at the Reference Ratehighest Interest Rate provided for in Section 3.1 hereof applicable to Prime Rate Loans.

Collateral Matters. (a) Each Agent may from time to time time, before or after the occurrence of an Event of Default, make such disbursements and advances to the Collateral Agent (“Agent Advances”) which such Agent, in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale preserve or lease or dispose of protect the Collateral or any portion thereof, to enhance the likelihood or maximize the amount of repayment by the Borrowers of the Loans, Reimbursement Obligations, Letter of Credit Obligations and other Obligations or to pay any other amount chargeable to the Borrowers Borrower or any Guarantor pursuant to the terms of this AgreementAgreement or any Collateral Document, including, without limitation, costs, fees and expenses as described in Section 12.049.06; provided, however, that the Agent Advances shall not exceed Two Hundred Fifty Thousand Dollars ($250,000) without the prior written consent of Majority Lenders. The Agent Advances shall be repayable on demand and be secured by the Collateral and shall bear interest at a rate per annum equal to the rate then applicable to Revolving Loans that are Reference Rate LoansCollateral. The Agent making any Agent Advances shall not constitute Advances but shall otherwise constitute Obligations hereunder. Agent shall notify the other Agent, each Lender and the Administrative Borrower in writing of each such Agent Advance, which notice shall include a description of the purpose of such Agent Advance. Without limitation to its obligations pursuant to Section 10.0510.09, each Lender agrees that it shall make available to the Agent making any Agent AdvancesAgent, upon such Agent’s demand, in the currency in which the respective Agent Advance was made in immediately available funds, the amount equal to such Lender’s Pro Rata Share Commitment Percentage of each such Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such Agent by such LenderLender within one (1) Banking Day after Agent’s demand therefor, such Agent shall will be entitled to recover any such funds on demand amount from such Lender, Lender together 102 with interest thereon at the Federal Funds Rate for each day from during the period commencing the date of such payment was due until demand and ending on the date such amount is paid to such Agent, at the Federal Funds Effective Rate for three Business Days and thereafter at the Reference Ratereceived.

Collateral Matters. (a) Each Agent may may, at its option, from time to time, at any time on or after an Event of Default and for so long as the same is continuing or upon any other failure of a condition precedent to the Loans and Letter of Credit Accommodations hereunder, make such disbursements and advances (“Special Agent Advances”) which such Agent, in its sole discretion, deems necessary or desirable either (i) to preserve, protect, prepare for sale preserve or lease or dispose of protect the Collateral or any portion thereof, thereof or (ii) to enhance the likelihood or maximize the amount of repayment by the Borrowers and Guarantors of the Loans, Reimbursement Obligations, Letter of Credit Obligations Loans and other Obligations or (iii) to pay any other amount chargeable to the Borrowers any Borrower or Guarantor pursuant to the terms of this Agreement, including, without limitation, Agreement or any of the other Financing Agreements consisting of costs, fees and expenses as described in Section 12.04and payments to any issuer of Letter of Credit Accommodations. The Special Agent Advances shall be repayable on demand and be secured by the Collateral and shall bear interest at a rate per annum equal to the rate then applicable to Revolving Loans that are Reference Rate LoansCollateral. The Agent making any Special Agent Advances shall not constitute Loans but shall otherwise constitute Obligations hereunder. Agent shall notify the other Agent, each Lender and the Administrative Borrower Borrowers in writing of each such Special Agent Advance, which notice shall include a description of the purpose of such Special Agent Advance. Without limitation to of its obligations pursuant to Section 10.056.9 hereof, each Lender agrees that it shall shall, subject to Section 2.3 hereof, make available to the Agent making any Agent AdvancesAgent, upon such Agent’s demand, in the currency in which the respective Agent Advance was made in immediately available funds, the amount equal to such Lender’s Pro Rata Share of each such Special Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such Agent by such Lender, such Agent shall be entitled to recover such funds funds, on demand from such Lender, Lender together with interest thereon for each day from the date such payment was due until the date such amount is paid to such Agent, Agent at the Federal Funds Effective Rate for each day during such period (as published by the Federal Reserve Bank of New York or at Agent’s option based on the arithmetic mean determined by Agent of the rates for the last transaction in overnight Federal funds arranged prior to 9:00 a.m. (New York City time) on that day by each of the three Business Days leading brokers of Federal funds transactions in New York City selected by Agent) and thereafter if such amounts are not paid within three (3) days of Agent’s demand, at the Reference Ratehighest Interest Rate provided for in Section 3.1 hereof applicable to Prime Rate Loans.

Collateral Matters. (a) Each The Agent may from time to time time, during the occurrence and continuance of a Default or Event of Default, make such disbursements and advances (“Agent Advances”) which such the Agent, in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale preserve or lease or dispose of protect the Collateral or any portion thereof, to make preparations for Collateral liquidation to enhance the likelihood or maximize the amount of repayment by the Borrowers of the Loans, Reimbursement Obligations, Letter of Credit Obligations Tranche A Revolving Loans and other Obligations or to pay any other amount chargeable to the Borrowers pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Section 12.0410.04. The Agent Advances shall be repayable on demand and be secured by the Collateral and shall bear interest at a rate per annum equal to the rate then applicable to Revolving Loans that are Reference Rate LoansCollateral. The Agent making any Agent Advances shall not constitute Tranche A Revolving Loans but shall otherwise constitute Obligations hereunder. The Agent shall notify the other Agent, each Tranche A Lender and the Administrative Borrower in writing of each such Agent Advance, which notice shall include a description of the purpose of such Agent Advance. Without limitation to its obligations pursuant to Section 10.059.05, each Tranche A Lender agrees that it shall make available to the Agent making any Agent AdvancesAgent, upon such the Agent’s demand, in the currency in which the respective Agent Advance was made Dollars in immediately available funds, the amount equal to such Tranche A Lender’s Pro Rata Share of each such Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such the Agent by such Tranche A Lender, such the Agent shall be entitled to recover such funds on demand from such Tranche A Lender, together with interest thereon thereon, for each day from the date such payment was due until the date such amount is paid to such the Agent, at the Federal Funds Effective Rate for three Business Days and thereafter at the Reference Rate.

Collateral Matters. (a) Each Agent may may, at its option, from time to time, at any time on or after an Event of Default and for so long as the same is continuing or upon any other failure of a condition precedent to the Loans and Letter of Credit Accommodations hereunder, make such disbursements and advances (“"Special Agent Advances”") which such Agent, in its sole discretion, deems necessary or desirable either (i) to preserve, protect, prepare for sale preserve or lease or dispose of protect the Collateral or any portion thereof, thereof or (ii) to enhance the likelihood or maximize the amount of repayment by the Borrowers Borrower of the Loans, Reimbursement Loans and other Obligations, provided, that, the aggregate principal amount of the Special Agent Advances pursuant to this clause (ii), plus the then outstanding principal amount of the additional Loans and Letter of Credit Obligations and other Obligations Accommodations which Agent may make or provide as set forth in Section 12.8 hereof, shall not exceed the aggregate amount of ten (10%) percent of the Maximum Credit or (iii) to pay any other amount chargeable to the Borrowers Borrower pursuant to the terms of this Agreement, including, without limitation, Agreement or any of the other Financing Agreements consisting of costs, fees and expenses as described in Section 12.04and payments to any issuer of Letter of Credit Accommodations. The Special Agent Advances shall be repayable on demand and be secured by the Collateral and Collateral. Special Agent Advances shall bear interest not constitute Loans but shall otherwise constitute Obligations hereunder. Interest on Special Advances shall be payable at a rate per annum equal to the rate Interest Rate then applicable to Revolving Loans that are Reference Prime Rate Loans. The Agent making any Agent Advances shall notify the other Agent, each Lender and the Administrative Borrower in writing of each such Special Agent Advance, which notice shall include a description of the purpose of such Special Agent Advance. Without limitation to of its obligations pursuant to Section 10.056.9, each Lender agrees that it shall make available to the Agent making any Agent AdvancesAgent, upon such Agent’s 's demand, in the currency in which the respective Agent Advance was made in immediately available funds, the amount equal to such Lender’s 's Pro Rata Share of each such Special Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such Agent by such Lender, such Agent shall be entitled to recover such funds funds, on demand from such Lender, Lender together with interest thereon for each day from the date such payment was due until the date such amount is paid to such Agent, Agent at the Federal Funds Effective Rate for each day during such period (as published by the Federal Reserve Bank of Atlanta or at Agent's option based on the arithmetic mean determined by Agent of the rates for the last transaction in overnight Federal funds arranged prior to 9:00 a.m. (Atlanta, Georgia time) on that day by each of the three Business Days leading brokers of Federal funds transactions in New York City selected by Agent) and thereafter if such amounts are not paid within three (3) days of Agent's demand, at the Reference Ratehighest Interest Rate provided for in Section 3.1 hereof applicable to Prime Rate Loans.

Collateral Matters. (a) Each Subject to the terms of a separate written agreement among the Administrative Agent and the Lenders, the Administrative Agent may from time to time make such disbursements and advances (“"Agent Advances”") which such the Administrative Agent, in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof, to enhance the likelihood or maximize the amount of repayment by the Borrowers of the Loans, Reimbursement Obligations, Letter of Credit Obligations LC Exposure and other Obligations or to pay any other amount chargeable to the Borrowers pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Section 12.04. The Agent Advances shall bear interest at the maximum rate set forth in this Agreement and shall be repayable on demand and be secured by the Collateral and shall bear interest at a rate per annum equal to the rate then applicable to Revolving Loans that are Reference Rate LoansCollateral. The Agent making any Agent Advances shall constitute Obligations hereunder which may be charged to the Loan Account in accordance with Section 4.02. The Administrative Agent making an Agent Advance shall notify the other Agent, each Lender and the Administrative Borrower in writing of each such Agent Advance, which notice shall include a description of the purpose of such Agent Advance. Without limitation to its obligations pursuant to Section 10.05, each Lender agrees that it shall make available to the Administrative Agent making any the Agent AdvancesAdvance, upon such Administrative Agent’s 's demand, in the currency in which the respective Agent Advance was made Dollars in immediately available funds, the amount equal to such Lender’s 's Pro Rata Share of each such Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such the Administrative Agent making an Agent Advance by such Lender, such the Administrative Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to such the Administrative Agent, at the Federal Funds Effective Rate for three Business Days and thereafter at the Reference Alternate Base Rate.

Collateral Matters. (a) Each The Collateral Agent may from time to time make such disbursements and advances (“"Collateral Agent Advances”") which such the Collateral Agent, in its sole reasonable discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof, to enhance the likelihood or maximize the amount of repayment by the Borrowers of the Loans, Reimbursement Obligations, Letter of Credit Obligations Loans and other Obligations or to pay any other amount 120 chargeable to the Borrowers pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Section 12.04. The Collateral Agent Advances shall be repayable on demand and be secured by the Collateral and shall bear interest at a rate per annum equal to the rate then applicable to Revolving Loans that are Reference Rate Loans. The Agent making any Collateral Agent Advances shall constitute Obligations hereunder which may be charged to the Loan Account in accordance with Section 4.01. The Collateral Agent shall notify the other Agent, each Lender and the Administrative Borrower in writing of each such Collateral Agent Advance, which notice shall include a description of the purpose of such Collateral Agent Advance. Without limitation to its obligations pursuant to Section 10.05, each Lender agrees that it shall make available to the Agent making any Agent AdvancesCollateral Agent, upon such the Collateral Agent’s 's demand, in the currency in which the respective Agent Advance was made Dollars in immediately available funds, the amount equal to such Lender’s 's Pro Rata Share of each such Collateral Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such the Collateral Agent by such Lender, such the Collateral Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to such the Collateral Agent, at the Federal Funds Effective Rate for three Business Days and thereafter at the Reference Rate.

Collateral Matters. (a) Each The Collateral Agent may may, after the occurrence and during the continuation of a Default or an Event of Default, from time to time make such disbursements and advances (“"Collateral Agent Advances”") which such the Collateral Agent, in its sole reasonable discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof, to enhance the likelihood or maximize the amount of repayment by the Borrowers Borrower of the Loans, Reimbursement Obligations, Letter of Credit Obligations and other Obligations or to pay any other amount chargeable to the Borrowers Borrower pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Section 12.040, provided that the aggregate amount of outstanding Collateral Agent Advances at no time shall exceed $5,500,000. The Collateral Agent Advances shall be repayable on demand and be secured by the Collateral and shall bear interest at a rate per annum equal to the rate then applicable to Revolving Loans that are Reference Rate LoansCollateral. The Agent making any Collateral Agent Advances shall constitute Obligations hereunder which may be charged to the Loan Account in accordance with 1)a)x). The Collateral Agent shall notify the other Agent, each Lender and the Administrative Borrower in writing of each such Collateral Agent Advance, which notice shall include a description of the purpose of such Collateral Agent Advance. Without limitation to its obligations pursuant to Section 10.050, each Lender agrees that it shall make available to the Agent making any Agent AdvancesCollateral Agent, upon such the Collateral Agent’s 's demand, in the currency in which the respective Agent Advance was made Dollars in immediately available funds, the amount equal to such Lender’s 's Pro Rata Share (determined under clause (d) of the definition of Pro Rata Share) of each such Collateral Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such the Collateral Agent by such Lender, such the Collateral Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to such the Collateral Agent, at the Federal Funds Effective Rate for three Business Days and thereafter at the Reference Rate.

Collateral Matters. (a) Each The Administrative Agent may from time to time time, during the occurrence and continuance of an Event of Default, make such disbursements and advances (“"Agent Advances”") which such the Administrative Agent, in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale preserve or lease or dispose of protect the Collateral or any portion thereof, to enhance the likelihood or maximize the amount of repayment by the Borrowers Borrower of the Loans, Reimbursement Obligations, Letter of Credit Obligations Loans and other Obligations or to pay any other amount chargeable to the Borrowers Borrower pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Section 12.0410.06. The Administrative Agent Advances shall be repayable on demand and be secured by the Collateral and shall bear interest at a rate per annum equal to the rate then applicable to Revolving Loans that are Reference Rate LoansCollateral. The Agent making any Administrative Agent Advances shall not constitute Loans but shall otherwise constitute Obligations hereunder. The Administrative Agent shall notify the other Agent, each Lender and the Administrative Borrower in writing of each such Administrative Agent Advance, which notice shall include a description of the purpose of such Administrative Agent Advance. Without limitation to its obligations pursuant to Section 10.0511.05, each Lender agrees that it shall make available to the Agent making any Agent AdvancesAdministrative Agent, upon such the Administrative Agent’s 's demand, in the currency in which the respective Agent Advance was made Dollars in immediately available funds, the amount equal to such Lender’s 's Pro Rata Share of each such Administrative Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such the Administrative Agent by such Lender, such Lender the Administrative Agent shall be entitled to recover such funds funds, on demand from such Lender, Lender together with interest thereon thereon, for each day from the date such payment was due until the date such amount is paid to such the Administrative Agent, at the Federal Funds Effective Rate customary rate set by the Administrative Agent for the correction of errors among banks for three (3) Business Days and thereafter at the Reference Regular Rate.

Collateral Matters. (a) Each Subject to providing prior written notice to the Borrowers (provided, that, if (i) extenuating circumstances make the giving of such prior written notice impractical in the reasonable judgment of the Origination Agent or (ii) an Event of Default has occurred and is continuing, then, in the case of clause (i) or (ii) above, such prior notice shall not be required), the Origination Agent may from time to time make such disbursements and advances (“Origination Agent Advances”) which such the Origination Agent, in its sole reasonable discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof, to enhance the likelihood or maximize the amount of repayment by the Borrowers of the Loans, Reimbursement Obligations, Letter of Credit Obligations Loans and other Obligations or to pay any other amount chargeable to the Borrowers pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Section 12.04. The Origination Agent Advances shall be repayable on demand and be secured by the Collateral and shall bear interest at a rate per annum equal to the rate then applicable to Revolving Loans that are Reference Rate the Loans. The Agent making any Origination Agent Advances shall constitute Obligations hereunder which may be charged to the Loan Account in accordance with Section 4.01. The Origination Agent shall notify the other Agent, each Lender and the Administrative Borrower in writing of each such Origination Agent Advance, which notice shall include a description of the purpose of such Origination Agent Advance. Without limitation to its obligations pursuant to Section 10.05, each Lender agrees that it shall make available to the Agent making any Agent AdvancesOrigination Agent, upon such the Origination Agent’s demand, in the currency in which the respective Agent Advance was made Dollars in immediately available funds, the amount equal to such Lender’s Pro Rata Share of each such Origination Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such the Origination Agent by such Lender, such the Origination Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to such the Origination Agent, at the Federal Funds Effective Rate for three Business Days and thereafter at the Reference Raterate applicable to the Loans.

Collateral Matters. (a) Each Administrative Agent may may, at its option, from time to time, at any time on or after an Event of Default and for so long as the same is continuing or upon any other failure of a condition precedent to the making of Loans hereunder, make such disbursements and advances (“Special Agent Advances”) which such Administrative Agent, in its sole discretion, deems necessary or desirable either (i) to preserve, protect, prepare for sale preserve or lease or dispose of protect the Collateral or any portion thereof, to enhance the likelihood thereof or maximize the amount of repayment by the Borrowers of the Loans, Reimbursement Obligations, Letter of Credit Obligations and other Obligations or (ii) to pay any other amount chargeable to the Borrowers Borrower pursuant to the terms of this Agreement, including, without limitation, Agreement or any of the other Loan Documents consisting of costs, fees and expenses as described and payments to any Issuing Bank (provided that in no event shall (i) Special Agent Advances for such purpose exceed the amount equal to $7.5 million in the aggregate outstanding at any time 140 less the then outstanding Overadvances under Section 12.0410.10 hereof and (ii) Special Agent Advances plus the Revolving Exposure exceed the Lenders’ Commitment at the time of such Event of Default or cause any Lender’s Revolving Exposure to exceed such Lender’s Revolving Loan Commitment at the time of such Event of Default). The Special Agent Advances shall be repayable on demand and be secured by the Collateral and shall bear interest at a rate per annum equal to the rate then applicable to Revolving Loans that are Reference Rate LoansCollateral. The Agent making any Special Agent Advances shall not constitute Loans but shall otherwise constitute Obligations hereunder. Administrative Agent shall notify the other Agent, each Lender and the Administrative Borrower in writing of each such Special Agent Advance, which notice shall include a description of the purpose of such Special Agent Advance. Without limitation to its obligations pursuant to Section 10.05, each Each Lender agrees that it shall make available to the Agent making any Agent AdvancesAdministrative Agent, upon such Administrative Agent’s demand, in the currency in which the respective Agent Advance was made in immediately available funds, the amount equal to such Lender’s Pro Rata Share Percentage of each such Special Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such Administrative Agent by such Lender, such Administrative Agent shall be entitled to recover such funds funds, on demand from such Lender, Lender together with interest thereon for each day from the date such payment was due until the date such amount is paid to such Agent, Administrative Agent at the Federal Funds Effective Rate for each day during such period (as published by the Federal Reserve Bank of New York or at Administrative Agent’s option based on the arithmetic mean determined by Administrative Agent of the rates for the last transaction in overnight Federal funds arranged prior to 9:00 a.m. (New York City time) on that day by each of the three Business Days leading brokers of Federal funds transactions in New York City selected by Administrative Agent) and thereafter if such amounts are not paid within three (3) days of Administrative Agent’s demand, at the Reference Ratehighest interest rate provided for in Section 2.06(a).

Collateral Matters. (a) Each Any Agent may may, at its option, from time to time make such disbursements and advances (“collectively, the "Agent Advances”) "), which such Agent, in its sole discretion, deems necessary or desirable (i) either to preserve, protect, prepare for sale or lease or dispose of the Collateral (or any portion thereof, ) or (ii) to enhance the likelihood or maximize the amount of repayment by the Borrowers Borrower and the Guarantors of the Loans, Reimbursement Loans and other Obligations, provided that the aggregate principal amount of the Agent Advances made by the Agents, plus the aggregate principal amount of the additional Loans and Letter of Credit Obligations and other Obligations Accommodations then outstanding pursuant to Section 3.01(n) shall not exceed the aggregate amount of ten percent (10%) percent of the Borrowing Base or $2,700,000 whichever is less, or (iii) to pay any other amount chargeable to the Borrowers Borrower or any Guarantor pursuant to the terms of this AgreementAgreement or any of the other Loan Documents consisting of costs, fees and expenses, including, without limitation, costs, fees and expenses as described in Section 12.04. The Agent Advances shall be repayable on demand and be secured by the Collateral and Collateral. Except as otherwise expressly provided below, Agent Advances shall bear interest at a rate per annum equal not constitute Loans but shall otherwise constitute Obligations hereunder. The Agent Advances shall constitute Obligations hereunder which may be charged to the rate then applicable to Revolving Loans that are Reference Rate LoansLoan Account in accordance with Section 4.02. The Agent making any an Agent Advances Advance shall notify the other Agent, each Lender and the Administrative Borrower in writing of each such Agent Advance, which notice shall include a description of the purpose of such Agent Advance. Without limitation to its obligations pursuant to Section 10.05, each Lender agrees that it shall make available to the Agent making any Agent Advancesapplicable Agent, upon such Agent’s 's demand, in the currency in which the respective Agent Advance was made Dollars in immediately available funds, the amount equal to such Lender’s 's Pro Rata Share of each such Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such the applicable Agent by such Lender, such Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to such Agent, at the Federal Funds Effective Rate for each day during such period (as published by the Federal Reserve Bank of New York or at such Agent's option based on the arithmetic mean determined by such Agent of the rates for the last transaction in overnight Federal funds arranged prior to 9:00 a.m. (New York time) on that day by each of the three Business Days leading brokers of Federal funds transactions in New York City selected by Collateral Agent) and thereafter if such amounts are not paid within three (3) days of such Agent's demand, at the Reference Rateinterest rate then applicable to the Loans.

Collateral Matters. (a) Each The Collateral Agent may from time to time make such disbursements and advances not to exceed $4,000,000 (“"Collateral Agent Advances”") which such the Collateral Agent, in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof, to enhance the likelihood or maximize the amount of repayment by the Borrowers Borrower of the Loans, Reimbursement Obligations, Letter of Credit Obligations Loans and other Obligations or to pay any other amount chargeable to the Borrowers Borrower pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Section 12.04. The Collateral Agent Advances shall be repayable on demand and be secured by the Collateral and shall bear interest at a rate per annum equal to the rate then applicable to Revolving Loans that are Reference Rate Loans. The Agent making any Collateral Agent Advances shall constitute Obligations hereunder which may be charged to the Loan Account in accordance with Section 4.01. The Collateral Agent shall notify the other Agent, each Lender and the Administrative Borrower in writing of each such Collateral Agent Advance, which notice shall include a description of the purpose of such Collateral Agent Advance. Without limitation to its obligations pursuant to Section 10.05, each Lender agrees that it shall make available to the Agent making any Agent AdvancesCollateral Agent, upon such the Collateral Agent’s 's demand, in the currency in which the respective Agent Advance was made Dollars in immediately available funds, the amount equal to such Lender’s 's Pro Rata Share of each such Collateral Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such the Collateral Agent by such Lender, such the Collateral Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to such the Collateral Agent, at the Federal Funds Effective Rate for three Business Days and thereafter at the Reference Rate.

Collateral Matters. (a) Each Agent may from time to time, at any time on or after an Event of Default and for so long as the same is continuing, make such disbursements and advances (“"Agent Advances”") which such Agent, in its sole discretion, deems necessary or desirable either (i) to preserve, protect, prepare for sale preserve or lease or dispose of protect the Collateral or any portion thereof, thereof,(ii) to enhance the likelihood or maximize the amount of repayment by the Borrowers Borrower of the Loans, Reimbursement Obligations, Letter of Credit Obligations Loans and other Obligations or (iii) to pay any other amount chargeable to the Borrowers Borrower pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Section 12.0410.2 and payments to any issuer of Letter of Credit Accommodations, PROVIDED, THAT, in no event shall the sum of the amount of the Agent Advances made for the purposes set forth in Section 12.12(a)(ii) at any time outstanding plus the amount of the then outstanding additional Loans and Letter of Credit Accommodations in excess of the Total Availability provided for in Section 12.14 below, exceed $3,500,000. The Agent Advances shall be repayable on demand and be secured by the Collateral and shall bear interest at a rate per annum equal to the rate then applicable to Revolving Loans that are Reference Rate LoansCollateral. The Agent making any Agent Advances shall not constitute Loans but shall otherwise constitute Obligations hereunder. Agent shall notify the other Agent, each Lender and the Administrative Borrower in writing of each such Agent Advance, which notice shall include a description of the purpose of such Agent Advance. Without limitation to of its obligations pursuant to Section 10.0512.5, each Lender agrees that it shall make available to the Agent making any Agent AdvancesAgent, upon such Agent’s 's demand, in the currency in which the respective Agent Advance was made in immediately available funds, the amount equal to such Lender’s 's Pro Rata Share of each such Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such Agent by such Lender, such Agent shall be entitled to recover such funds funds, on demand from such Lender, Lender together with interest thereon thereon, for each day from the date such payment was due until the date such amount is paid to such Agent, at the Federal Funds Effective Rate for three Business Days and thereafter at the Reference Interest Rate.

Collateral Matters. (a) Each Agent may may, at its option, from time to time, at any time on or after an Event of Default and for so long as the same is continuing or upon any other failure of a condition precedent to the Loans and Letter of Credit Accommodations hereunder, make such disbursements and advances (“"Special Agent Advances”") which such Agent, in its sole discretion, deems necessary or desirable either (i) to preserve, protect, prepare for sale preserve or lease or dispose of protect the Collateral or any portion thereof, thereof or (ii) to enhance the likelihood or maximize the amount of repayment by the Borrowers and Guarantors of the Loans, Reimbursement Obligations, Letter of Credit Obligations Loans and other Obligations or (iii) to pay any other amount chargeable to the Borrowers any Borrower or Guarantor pursuant to the terms of this Agreement, including, without limitation, Agreement or any of the other Financing Agreements consisting of costs, fees and expenses as described in Section 12.04and payments to any issuer of Letter of Credit Accommodations. The Special Agent Advances shall be repayable on demand and be secured by the Collateral and shall bear interest at a rate per annum equal to the rate then applicable to Revolving Loans that are Reference Rate LoansCollateral. The Agent making any Special Agent Advances shall not constitute Loans but shall otherwise constitute Obligations hereunder. Agent shall notify the other Agent, each Lender and the Administrative Borrower Parent in writing of each such Special Agent Advance, which notice shall include a description of the purpose of such Special Agent Advance. Without limitation to of its obligations pursuant to Section 10.056.9, each Lender agrees that it shall make available to the Agent making any Agent AdvancesAgent, upon such Agent’s 's demand, in the currency in which the respective Agent Advance was made in immediately available funds, the amount equal to such Lender’s 's Pro Rata Share of each such Special Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such Agent by such Lender, such Agent shall be entitled to recover such funds funds, on demand from such Lender, Lender together with interest thereon for each day from the date such payment was due until the date such amount is paid to such Agent, Agent at the Federal Funds Effective Rate for each day during such period (as published by the Federal Reserve Bank of New York or at Agent's option based on the arithmetic mean determined by Agent of the rates for the last transaction in overnight Federal funds arranged prior to 9:00 a.m. (New York City time) on that day by each of the three Business Days leading brokers of Federal funds transactions in New York City selected by Agent) and thereafter if such amounts are not paid within three (3) days of Agent's demand, at the Reference Ratehighest Interest Rate provided for in Section 3.1 hereof applicable to Prime Rate Loans.

Collateral Matters. (a) Each Any Agent may from time to time make such disbursements and advances (“"Agent Advances”") which such Agent, in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof, to enhance the likelihood or maximize the amount of repayment by the Borrowers Borrower of the Loans, Reimbursement Obligations, Letter of Credit Obligations and other Obligations or to pay any other amount chargeable to the Borrowers Borrower pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Section 12.0411.04. The Agent Advances shall be repayable on demand and be secured by the Collateral and shall bear interest at a rate per annum equal to the rate then applicable to Revolving Loans that are Reference Rate LoansCollateral. The Agent making any Agent Advances shall constitute Obligations hereunder which may be charged to the Loan Account in accordance with Section 4.02. Any Agent making an Agent Advance shall notify the other Agent, each Lender and the Administrative Borrower in writing of each such Agent Advance, which notice shall include a description of the purpose of such Agent Advance. Without limitation to its obligations pursuant to Section 10.05, each Lender agrees that it shall make available to the Agent making any Agent Advancessuch Agent, upon such Agent’s 's demand, in the currency in which the respective Agent Advance was made Dollars in immediately available funds, the amount equal to such Lender’s 's Pro Rata Share of each such Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such Agent by such Lender, such Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to such Agent, at the Federal Funds Effective Rate for three Business Days and thereafter at the Reference Rate.

Collateral Matters. (a) Each The Administrative Agent may may, after providing reasonable notice to the Borrower, from time to time make such disbursements and advances (“Agent Advances”) which such that the Administrative Agent, in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof, to enhance the likelihood or maximize the amount of repayment by the Borrowers Borrower of the Loans, Reimbursement ObligationsLetters of Credit, Letter of Credit Obligations and other Obligations or to pay any other amount chargeable to the Borrowers Borrower or the Credit Parties pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Section 12.0411.01; provided, that (i) the right of the Administrative Agent to make Agent Advances may be revoked or suspended by vote of the Required Lenders (ii) the aggregate amount of outstanding Agent Advances shall not exceed 10% of the aggregate Revolving Commitments and (iii) the aggregate amount of outstanding Agent Advances, Revolving Loans and LC Outstandings shall not exceed the aggregate Revolving Commitments. The Agent Advances shall constitute Obligations hereunder, shall be repayable on demand and demand, shall be secured by the Collateral and shall bear interest at a rate per annum equal to the rate then applicable to Revolving Loans that are Reference Base Rate Loans. The Administrative Agent making any Agent Advances shall notify the other Agent, each Lender and the Administrative Borrower in writing of each such Agent Advance, which notice shall include a description of the purpose of such Agent Advance. Without limitation to its obligations pursuant to Section 10.059.09, each Lender agrees that it shall make available to the Agent making any Agent AdvancesAdministrative Agent, upon such the Administrative Agent’s demand, in the currency in which the respective Agent Advance was made Dollars in immediately available funds, the amount equal to such Lender’s Pro Rata Share Applicable Percentage of each such Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such the Administrative Agent by such Lender, such the Administrative Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to such the Administrative Agent, at the Federal Funds Effective Rate for three Business Days and thereafter at the Reference Base Rate.

Collateral Matters. (a) Each At any time after the occurrence and during the continuance of an Event of Default, the Administrative Agent may from time to time make such disbursements and advances (“Agent Advances”) which such that the Administrative Agent, in its sole discretion, reasonably deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof, to enhance the likelihood or maximize the amount of repayment by the Borrowers Borrower of the Loans, Reimbursement ObligationsLetters of Credit, Letter of Credit Obligations and other Obligations or to pay any other amount chargeable to the Borrowers Borrower or the other Credit Parties pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Section 12.04‎Section 11.01. The Agent Advances shall constitute Obligations hereunder, shall be repayable on demand and within ten (10) Business Days of demand, shall be secured by the Collateral and shall bear interest at a rate per annum equal to the rate then applicable to Revolving Loans that are Reference Base Rate Loans. The Administrative Agent making any Agent Advances shall notify the other Agent, each Lender and the Administrative Borrower in writing of each such Agent Advance, which notice shall include a description of the purpose of such Agent Advance. Without limitation to of its obligations pursuant to Section 10.05‎Section 9.09, each Lender agrees that it shall make available to the Agent making any Agent AdvancesAdministrative Agent, upon such the Administrative Agent’s demand, in the currency in which the respective Agent Advance was made Dollars in immediately available funds, the amount equal to such Lender’s Pro Rata Share pro rata share of each such Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such the Administrative Agent by such Lender, such the Administrative Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to such the Administrative Agent, at the Federal Funds Effective Rate for three Business Days and thereafter at the Reference Base Rate.

Collateral Matters. (a) Each Subject to the terms of a separate written agreement among the Agents and the Lenders, the Administrative Agent and the Collateral Agent may from time to time make such disbursements and advances (“"Agent Advances”") which such Agent, in its reasonable discretion (or during the continuance of an Event of Default, its sole discretion), deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof, to enhance the likelihood or maximize the amount of repayment by the Borrowers Borrower of the Loans, Reimbursement Obligations, Letter of Credit Obligations and other Obligations or to pay any other amount chargeable to the Borrowers Borrower pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Section 12.0413.04. The Agent Advances shall bear interest at the maximum rate set forth in this Agreement and shall be repayable on demand and be secured by the Collateral and shall bear interest at a rate per annum equal to the rate then applicable to Revolving Loans that are Reference Rate LoansCollateral. The Agent making any Agent Advances shall constitute Obligations hereunder which may be charged to the Loan Account in accordance with Section 5.02. Any Agent making an Agent Advance shall notify the other Agent, each Lender and the Administrative Borrower in writing of each such Agent Advance, which notice shall include a description of the purpose of such Agent Advance. Without limitation to its obligations pursuant to Section 10.0511.05, each Lender agrees that it shall make available to the Agent, making the Agent making any Agent Advances, Advance upon such Agent’s 's demand, in the currency in which the respective Agent Advance was made Dollars in immediately available funds, the amount equal to such Lender’s 's Pro Rata Share of each such Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such the Agent making an Agent Advance by such Lender, such Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to such Agent, at the Federal Funds Effective Rate for three Business Days and thereafter at the Reference Rate.

Collateral Matters. (a) Each The Collateral Agent may may, but shall be under no obligation to, from time to time make such disbursements and advances (“Collateral Agent Advances”) which such the Collateral Agent, in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof, to enhance the likelihood or maximize the amount of repayment by the Borrowers of the Loans, Reimbursement Obligations, Letter of Credit Obligations Term Loans and other Obligations or to pay any other amount chargeable to the Borrowers pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Section 12.04. The Collateral Agent Advances shall be repayable on demand and be secured by the Collateral and shall bear interest at a rate per annum equal to the rate then applicable to Revolving Loans that are Reference Base Rate Loans. The Agent making any Collateral Agent Advances shall constitute Obligations hereunder. The Collateral Agent shall notify the other Agent, each Lender and the Administrative Borrower in writing of each such Collateral Agent Advance, which notice shall include a description of the purpose of such Collateral Agent Advance. Without limitation to its obligations pursuant to Section 10.05, each Lender agrees that it shall make available to the Agent making any Agent AdvancesCollateral Agent, upon such the Collateral Agent’s demand, in the currency in which the respective Agent Advance was made Dollars in immediately available funds, the amount equal to such LenderLxxxxx’s Pro Rata Share of each such Collateral Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such the Collateral Agent by such Lender, such the Collateral Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to such the Collateral Agent, at the Federal Funds Effective Rate for three Business Days and thereafter at the Reference Base Rate.

Collateral Matters. (a) Each Agent may may, at its option, from time to time, at any time on or after an Event of Default and for so long as the same is continuing or upon any other failure of a condition precedent to the Loans and Letter of Credit Accommodations hereunder, make such disbursements and advances (“Special Agent Advances”) which such Agent, in its sole discretion, deems necessary or desirable either (i) to preserve, protect, prepare for sale preserve or lease or dispose of protect the Collateral or any portion thereof, thereof or (ii) to enhance the likelihood or maximize the amount of repayment by the Borrowers Borrower of the Loans, Reimbursement Loans and other Obligations, provided, that, the aggregate principal amount of Special Agent Advances, together with the then outstanding principal amount of the additional Loans and Letter of Credit Obligations and other Obligations Accommodations that equal or exceed the Borrowing Base provided for under Section 12.8 hereof, shall not exceed in the aggregate $5,000,000 outstanding at any time or (iii) to pay any other amount chargeable to the Borrowers Borrower pursuant to the terms of this Agreement, including, without limitation, Agreement or any of the other Financing Agreements consisting of costs, fees and expenses as described in Section 12.04and payments to any issuer of Letter of Credit Accommodations. The Special Agent Advances shall be repayable on demand and be secured by the Collateral and shall bear interest at a rate per annum equal to the rate then applicable to Revolving Loans that are Reference Rate LoansCollateral. The Agent making any Special Agent Advances shall not constitute Loans but shall otherwise constitute Obligations hereunder. Agent shall notify the other Agent, each Lender and the Administrative Borrower in writing of each such Special Agent Advance, which notice shall include a description of the purpose of such Special Agent Advance. Without limitation to of its obligations pursuant to Section 10.056.9, each Lender agrees that it shall make available to the Agent making any Agent AdvancesAgent, upon such Agent’s demand, in the currency in which the respective Agent Advance was made in immediately available funds, the amount equal to such Lender’s Pro Rata Share of each such Special Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such Agent by such Lender, such Agent shall be entitled to recover such funds funds, on demand from such Lender, Lender together with interest thereon for each day from the date such payment was due until the date such amount is paid to such Agent, Agent at the Federal Funds Effective Rate for each day during such period (as published by the Federal Reserve Bank of New York or at Agent’s option based on the arithmetic mean determined by Agent of the rates for the last transaction in overnight Federal funds arranged prior to 9:00 a.m. (New York City time) on that day by each of the three Business Days leading brokers of Federal funds transactions in New York City selected by Agent) and thereafter if such amounts are not paid within three (3) days of Agent’s demand, at the Reference Ratehighest Interest Rate provided for in Section 3.1 hereof applicable to Prime Rate Loans.

Collateral Matters. (a) Each Agent may may, at its option, from time to time, at any time on or after an Event of Default and for so long as the same is continuing or upon any other failure of a condition precedent to the Loans and Letter of Credit Accommodations hereunder, make such 120 disbursements and advances (“"Special Agent Advances”") which such Agent, in its sole discretion, deems necessary or desirable either (i) to preserve, protect, prepare for sale preserve or lease or dispose of protect the Collateral or any portion thereof, thereof or (ii) to enhance the likelihood or maximize the amount of repayment by the Borrowers Borrower of the Loans, Reimbursement Loans and other Obligations, provided, that, the aggregate principal amount of Special Agent Advances, together with the then outstanding principal amount of the additional Loans and Letter of Credit Obligations and other Obligations Accommodations that equal or exceed the Borrowing Base provided for under Section 12.8 hereof, shall not exceed in the aggregate $15,000,000 outstanding at any time or (iii) to pay any other amount chargeable to the Borrowers Borrower pursuant to the terms of this Agreement, including, without limitation, Agreement or any of the other Financing Agreements consisting of costs, fees and expenses as described in Section 12.04and payments to any issuer of Letter of Credit Accommodations. The Special Agent Advances shall be repayable on demand and be secured by the Collateral and shall bear interest at a rate per annum equal to the rate then applicable to Revolving Loans that are Reference Rate LoansCollateral. The Agent making any Special Agent Advances shall not constitute Loans but shall otherwise constitute Obligations hereunder. Agent shall notify the other Agent, each Lender and the Administrative Borrower in writing of each such Special Agent Advance, which notice shall include a description of the purpose of such Special Agent Advance. Without limitation to of its obligations pursuant to Section 10.056.9, each Lender agrees that it shall make available to the Agent making any Agent AdvancesAgent, upon such Agent’s 's demand, in the currency in which the respective Agent Advance was made in immediately available funds, the amount equal to such Lender’s 's Pro Rata Share of each such Special Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such Agent by such Lender, such Agent shall be entitled to recover such funds funds, on demand from such Lender, Lender together with interest thereon for each day from the date such payment was due until the date such amount is paid to such Agent, Agent at the Federal Funds Effective Rate for each day during such period (as published by the Federal Reserve Bank of New York or at Agent's option based on the arithmetic mean determined by Agent of the rates for the last transaction in overnight Federal funds arranged prior to 9:00 a.m. (New York City time) on that day by each of the three Business Days leading brokers of Federal funds transactions in New York City selected by Agent) and thereafter if such amounts are not paid within three (3) days of Agent's demand, at the Reference Ratehighest Interest Rate provided for in Section 3.1 hereof applicable to Prime Rate Loans.

Collateral Matters. (a) Each Agent may may, at its option, from time to time, at any time on or after an Event of Default and for so long as the same is continuing or upon any other failure of a condition precedent to the Revolving Loans and Letter of Credit Accommodations hereunder, make such disbursements and advances (“"Special Agent Advances”") which such Agent, in its sole discretion, deems necessary or desirable either (i) to preserve, protect, prepare for sale preserve or lease or dispose of protect the Collateral or any portion thereofthereof (provided, to enhance the likelihood or maximize that, in no event shall the amount of repayment by Special Agent Advances for such purpose, together with the Borrowers aggregate amount of outstanding Over-Advances, exceed the lesser of (A) $20,000,000 or (B) six and one-half (6 1/2%) of the Loans, Reimbursement Obligations, Letter value of Credit Obligations and other Obligations Eligible Inventory in the aggregate outstanding at any time) or (ii) to pay any other amount chargeable to the Borrowers any Borrower pursuant to the terms of this Agreement, including, without limitation, Agreement consisting of costs, fees and expenses as described in Section 12.04and payments to any issuer of Letter of Credit Accommodations. The Special Agent Advances shall be repayable on demand and be secured by the Collateral and shall bear interest at a rate per annum equal to the rate then applicable to Revolving Loans that are Reference Rate LoansCollateral. The Agent making any Special Agent Advances shall not constitute Revolving Loans but shall otherwise constitute Obligations hereunder. Agent shall notify the other Agent, each Lender and the Administrative Borrower Borrower's Agent in writing of each such Special Agent Advance, which notice shall include a description of the purpose of such Special Agent Advance. Without limitation to of its obligations pursuant to Section 10.056.9, each Lender agrees that it shall make available to the Agent making any Agent AdvancesAgent, upon such Agent’s 's demand, in the currency in which the respective Agent Advance was made in immediately available funds, the amount equal to such Revolving Lender’s 's Pro Rata Share of each such Special Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such Agent by such Lender, such Agent shall be entitled to recover such funds funds, on demand from such Lender, Lender together with interest thereon for each day from the date such payment was due until the date such amount is paid to such Agent, Agent at the Federal Funds Effective Rate for each day during such period (as published by the Federal Reserve Bank of New York or at Agent's option based on the arithmetic mean determined by Agent of the rates for the last transaction in overnight Federal funds arranged prior to 9:00 a.m. (New York City time) on that day by each of the three Business Days leading brokers of Federal funds transactions in New York City selected by Agent) and thereafter if such amounts are not paid within three (3) days of Agent's demand, at the Reference Ratehighest Interest Rate provided for in Section 3.1 hereof applicable to Prime Rate Loans.

Collateral Matters. (a) Each Agent may may, at its option, from time to time, at any time on or after an Event of Default and for so long as the same is continuing or upon any other failure of a condition precedent to the Loans and Letter of Credit Accommodations hereunder, make such disbursements and advances (“"Special Agent Advances”") which such Agent, in its sole discretion, (i) deems necessary or desirable either to preserve, protect, prepare for sale preserve or lease or dispose of protect the Collateral or any portion thereof, thereof or (ii) to enhance the likelihood or maximize the amount of repayment by the Borrowers and Guarantor of the Loans, Reimbursement Loans and other Obligations, provided, that, the aggregate principal amount of the Special Agent Advances pursuant to this clause (ii), plus the then outstanding principal amount of the additional Loans and Letter of Credit Obligations and other Obligations Accommodations which Agent may make or provide as set forth in Section 12.8 hereof, shall not exceed the aggregate amount of five (5%) percent of the Maximum Credit or (iii) to pay any other amount chargeable to the Borrowers any Borrower or Guarantor pursuant to the terms of this Agreement, including, without limitation, Agreement or any of the other Financing Agreements consisting of costs, fees and expenses as described in Section 12.04and payments to any issuer of Letter of Credit Accommodations. The Special Agent Advances shall be repayable on demand and be secured by the Collateral and shall bear interest at a rate per annum equal to the rate then applicable to Revolving Loans that are Reference Rate LoansCollateral. The Agent making any Special Agent Advances shall notify the other Agent, each Lender and the Administrative Borrower in writing of each such Agent Advance, which notice not constitute Loans but shall include a description of the purpose of such Agent Advanceotherwise constitute Obligations hereunder. Without limitation to of its obligations pursuant to Section 10.056.10, each Lender agrees that it shall make available to the Agent making any Agent AdvancesAgent, upon such Agent’s 's demand, in the currency in which the respective Agent Advance was made in immediately available funds, the amount equal to such Lender’s 's Pro Rata Share of each such Special Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such Agent by such Lender, such Lender shall be deemed a Defaulting Lender and Agent shall be entitled to recover such funds funds, on demand from such Lender, Lender together with interest thereon for each day from the date such payment was due until the date such amount is paid to such Agent, Agent at the Federal Funds Effective Rate for each day during such period (as published by the Federal Reserve Bank of New York or at Agent's option based on the arithmetic mean determined by Agent of the rates for the last transaction in overnight Federal funds arranged prior to 9:00 a.m. (New York City time) on that day by each of the three Business Days leading brokers of Federal funds transactions in New York City selected by Agent) and thereafter if such amounts are not paid within three (3) days of Agent's demand, at the Reference Ratehighest Interest Rate provided for in Section 3.1 hereof applicable to Prime Rate Loans.

Collateral Matters. (a) Each The Collateral Agent may may, but shall be under no obligation to, from time to time time, at the written direction of the Required Lenders, make such disbursements and advances (“Collateral Agent Advances”) which such Agentthe Required Lenders, in its their sole discretion, deems deem necessary or desirable to preserve, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof, to enhance the likelihood or maximize the amount of repayment by the Borrowers Borrower of the Loans, Reimbursement Obligations, Letter of Credit Obligations Term Loans and other Obligations or to pay any other amount chargeable to the Borrowers Borrower pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Section 12.04. The Collateral Agent Advances shall be repayable on demand and be secured by the Collateral and shall bear interest at a rate per annum equal to the rate then applicable to Revolving Loans that are Reference Rate LoansRate. The Agent making any Collateral Agent Advances shall constitute Obligations hereunder. The Collateral Agent shall notify the other Agent, each Lender and the Administrative Borrower in writing of each such Collateral Agent Advance, which notice shall include a description of the purpose of such Collateral Agent Advance. Without limitation to its obligations pursuant to Section 10.05, each Lender agrees that it shall make available to the Agent making any Agent AdvancesCollateral Agent, upon such the Collateral Agent’s demand, in the currency in which the respective Agent Advance was made Dollars in immediately available funds, the amount equal to such Lender’s Pro Rata Share of each such Collateral Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such the Collateral Agent by such Lender, such the Collateral Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to such the Collateral Agent, at the Federal Funds Effective Rate for three Business Days and thereafter at the Reference Rate.

Collateral Matters. (a) Each If any Default or Event of Default shall have occurred and be continuing, each Agent may from time to time make such disbursements and advances (“"Agent Advances”") which such Agent, in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof, to enhance the likelihood or maximize the amount of repayment by the Borrowers Borrower of the Loans, Reimbursement Obligations, Letter of Credit Obligations Loans and other Obligations or to pay any other amount chargeable to the Borrowers Borrower pursuant to the terms of this Agreement, including, without limitation, reasonable out-of-pocket documented costs, fees and expenses as described in Section 12.04. The Agent Advances shall be repayable on demand and be secured by the Collateral and shall bear interest at a rate per annum equal to the rate then applicable to Revolving Loans that are Reference Rate Loans. The Agent Advances shall constitute Obligations hereunder which may be charged to the Loan Account in accordance with Section 4.01. The Agent making any Agent Advances shall notify the other Agent, each Lender and the Administrative Borrower in writing of each such Agent Advance, which notice shall include a description of the purpose of such Agent Advance. Without limitation to its obligations pursuant to Section 10.05, each Lender agrees that it shall make available to the Agent making any Agent Advances, upon such Agent’s 's demand, in the currency in which the respective Agent Advance was made Dollars in immediately available funds, the amount equal to such Lender’s 's Pro Rata Share of each such Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such Agent by such Lender, such Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to such Agent, at the Federal Funds Effective Rate for three Business Days and thereafter at the Reference Rate.

Collateral Matters. (a) Each The Collateral Agent may from time to time make such disbursements and advances (“"Collateral Agent Advances”") which such the Collateral Agent, in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof, to enhance the likelihood or maximize the amount of repayment by the Borrowers of the Loans, Reimbursement Obligations, Letter of Credit Obligations Loans and other Obligations or to pay any other amount chargeable to the Borrowers pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Section 12.04. The Collateral Agent Advances shall be repayable on demand and be secured by the Collateral and shall bear interest at a rate per annum equal to the rate then applicable to Revolving Loans that are Reference Rate Loans. The Agent making any Collateral Agent Advances shall constitute Obligations hereunder which may be charged to the Loan Account in accordance with Section 4.01. The Collateral Agent shall notify the other Agent, each Lender and the Administrative Borrower in writing of each such Collateral Agent Advance, which notice shall include a description of the purpose of such Collateral Agent Advance. Without limitation to its obligations pursuant to Section 10.05, each Lender agrees that it shall make available to the Agent making any Agent AdvancesCollateral Agent, upon such the Collateral Agent’s 's demand, in the currency in which the respective Agent Advance was made Dollars in immediately available funds, the amount equal to such Lender’s 's Pro Rata Share of each such Collateral Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such the Collateral Agent by such Lender, such the Collateral Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to such the Collateral Agent, at the Federal Funds Effective Rate for three Business Days and thereafter at the Reference Rate.. 121

Collateral Matters. (a) Each Subject to the limitations in Section 12.8, Agent may may, at its option, from time to time, at any time on or after an Event of Default and for so long as the same is continuing or upon any other failure of a condition precedent to the Revolving Loans and Letter of Credit Accommodations hereunder, make such disbursements and advances (“Special Agent Advances”) which such Agent, in its sole discretion, deems necessary or desirable either (i) to preserve, protect, prepare for sale preserve or lease or dispose of protect the Collateral or any portion thereof, thereof or (ii) to enhance the likelihood or maximize the amount of repayment by the Borrowers of the Loans, Reimbursement Loans and other Obligations, Letter of Credit Obligations and other Obligations or (iii) to pay any other amount chargeable to the Borrowers or Obligors pursuant to the terms of this Agreement, including, without limitation, Agreement or any of the other Financing Agreements consisting of (A) costs, fees and expenses as described in Section 12.04and (B) payments to any issuer of Letter of Credit Accommodations. The Special Agent Advances shall be repayable on demand and be secured by the Collateral and shall bear interest at a rate per annum equal to the rate then applicable to Revolving Loans that are Reference Rate LoansCollateral. The Agent making any Special Agent Advances shall not constitute Revolving Loans but shall otherwise constitute Obligations hereunder. Agent shall notify the other Agent, each Lender Lenders and the Administrative Borrower Borrowers in writing of each such Special Agent Advance, which notice shall include a description of the purpose of such Special Agent Advance. Without limitation to of its obligations pursuant to Section 10.056.10, each Lender agrees that it shall make available to the Agent making any Agent AdvancesAgent, upon such Agent’s demand, in the currency in which the respective Agent Advance was made in immediately available funds, the amount equal to such Lender’s Pro Rata Share of each such Special Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such Agent by such Lender, then such Lender shall be deemed a Defaulting Lender and Agent shall be entitled to recover such funds funds, on demand from such Lender, Lender together with interest thereon for each day from the date such payment was due until the date such amount is paid to such Agent, Agent at the Federal Funds Effective Rate for each day during such period (as published by the Federal Reserve Bank of New York or at Agent’s option based on the arithmetic mean determined by Agent of the rates for the last transaction in overnight Federal funds arranged prior to 9:00 a.m. (New York City time) on that day by each of the three Business Days leading brokers of Federal funds transactions in New York City selected by Agent) and thereafter if such amounts are not paid within three (3) days of Agent’s demand, at the Reference Ratehighest Revolving Loan Interest Rate provided for in Section 3.1 hereof applicable to Prime Rate Loans.

Collateral Matters. (a1) Each Agent may may, at its option, from time to time, at any time on or after an Event of Default and for so long as the same is continuing, make such disbursements and advances (“"Special Agent Advances”") which such Agent, in its sole discretion, deems necessary or desirable either (i) to preserve, protect, prepare for sale preserve or lease or dispose of protect the Collateral or any portion thereof, thereof (provided that in no event shall Special Agent Advances for such purpose exceed an amount equal to enhance the likelihood or maximize the amount of repayment by the Borrowers ten (10%) percent of the Loansthen existing Maximum Credit in the aggregate outstanding at any time), Reimbursement Obligations, Letter of Credit Obligations and other Obligations or (ii) to pay any other amount chargeable to the Borrowers Borrower pursuant to the terms of this Agreement, including, without limitation, Agreement consisting of costs, fees and expenses as described in Section 12.04and payments to any issuer of Letter of Credit Accommodations. The Special Agent Advances shall be repayable on demand and be secured by the Collateral and shall bear interest at a rate per annum equal to the rate then applicable to Revolving Loans that are Reference Rate LoansCollateral. The Agent making any Special Agent Advances shall not constitute Loans but shall otherwise constitute Obligations hereunder. Agent shall notify the other Agent, each Lender and the Administrative Borrower in writing of each such Special Agent Advance, which notice shall include a description of the purpose of such Special Agent Advance. Without limitation to of its obligations pursuant to Section 10.056.10, each Lender agrees that it shall make available to the Agent making any Agent AdvancesAgent, upon such Agent’s 's demand, in the currency in which the respective Agent Advance was made in immediately available funds, the amount equal to such Lender’s 's Pro Rata Share of each such Special Agent Advance subject to the terms of, the Agreement Among Lenders, provided that any such amount advanced by a Lender shall be deemed a Loan hereunderAdvance. If such funds are not made available to such Agent by such Lender, such Agent shall be entitled to recover such funds funds, on demand from such Lender, Lender together with interest thereon thereon, for each day from the date such payment was due until the date such amount is paid to such Agent, Agent at the Federal Funds Effective Interest Rate for three Business Days and thereafter at then payable by Borrower in respect of the Reference Rate.Loans in accordance with Section 3.1