WHICH MAY BE UPDATED BY THE AGENT FROM TIME TO TIME TO CONFORM TO THE REGISTER.
10.2.
AGENT'S AUTHORITY TO ACT, ETC.
EACH OF THE LENDERS APPOINTS AND
AUTHORIZES REGIMENT TO ACT FOR THE LENDERS AS THE LENDERS' AGENT IN CONNECTION
WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE OTHER CREDIT
DOCUMENTS (OTHER THAN FINANCIAL HEDGE AGREEMENTS) ON THE TERMS SET FORTH
HEREIN.
ALL ACTION IN CONNECTION WITH THE ENFORCEMENT OF, OR THE EXERCISE OF
ANY REMEDIES (OTHER THAN THE LENDERS' RIGHTS OF SET-OFF AS PROVIDED IN
SECTION 8.2.4 OR IN ANY CREDIT DOCUMENT) IN RESPECT OF THE CREDIT OBLIGATIONS
AND CREDIT DOCUMENTS SHALL BE TAKEN BY THE AGENT.
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10.3.
COMPANY TO PAY AGENT, ETC.
THE COMPANY AND EACH OTHER OBLIGOR SHALL BE
FULLY PROTECTED IN MAKING ALL PAYMENTS IN RESPECT OF THE CREDIT OBLIGATIONS
(OTHER THAN PAYMENTS UNDER FINANCIAL HEDGE AGREEMENTS) TO THE AGENT, IN RELYING
UPON CONSENTS, MODIFICATIONS AND AMENDMENTS EXECUTED BY THE AGENT PURPORTEDLY ON
THE LENDERS' BEHALF, AND IN DEALING WITH THE AGENT AS HEREIN PROVIDED.
THE
AGENT MAY CHARGE THE ACCOUNTS OF THE COMPANY, ON THE DATES WHEN THE AMOUNTS
THEREOF BECOME DUE AND PAYABLE, WITH THE AMOUNTS OF THE PRINCIPAL OF AND
INTEREST ON THE LOAN AND ALL FEES AND OTHER AMOUNTS OWING UNDER ANY CREDIT
DOCUMENT (OTHER THAN FINANCIAL HEDGE AGREEMENTS).
10.4.
LENDER OPERATIONS FOR ADVANCES, ETC.
10.4.1.
ADVANCES.
ON THE CLOSING DATE, EACH LENDER SHALL ADVANCE TO THE AGENT
IN IMMEDIATELY AVAILABLE FUNDS SUCH LENDER'S PERCENTAGE INTEREST IN THE LOAN
PRIOR TO 12:00 NOON (BOSTON TIME).
IF SUCH FUNDS ARE NOT RECEIVED AT SUCH TIME,
BUT ALL APPLICABLE CONDITIONS SET FORTH IN SECTION 5 HAVE BEEN SATISFIED, EACH
LENDER AUTHORIZES AND REQUESTS THE AGENT TO ADVANCE FOR SUCH LENDER'S ACCOUNT,
PURSUANT TO THE TERMS HEREOF, SUCH LENDER'S RESPECTIVE PERCENTAGE INTEREST IN
THE LOAN AND AGREES TO REIMBURSE THE AGENT IN IMMEDIATELY AVAILABLE FUNDS FOR
THE AMOUNT THEREOF PRIOR TO 2:00 P.M. (BOSTON TIME) ON THE CLOSING DATE;
PROVIDED, HOWEVER, THAT THE AGENT IS NOT AUTHORIZED TO MAKE ANY SUCH ADVANCE FOR
THE ACCOUNT OF ANY LENDER WHO HAS PREVIOUSLY NOTIFIED THE AGENT IN WRITING THAT
SUCH LENDER WILL NOT BE PERFORMING ITS OBLIGATIONS TO MAKE THE LOAN HEREUNDER;
AND PROVIDED, FURTHER, THAT THE AGENT SHALL BE UNDER NO OBLIGATION TO MAKE ANY
SUCH ADVANCE.
10.4.2.
AGENT TO ALLOCATE PAYMENTS, ETC.
ALL PAYMENTS OF PRINCIPAL AND
INTEREST IN RESPECT OF THE EXTENSIONS OF CREDIT MADE PURSUANT TO THIS AGREEMENT
AND ALL FEES AND OTHER AMOUNTS UNDER THIS AGREEMENT SHALL, AS A MATTER OF
CONVENIENCE, BE MADE BY THE COMPANY AND THE OBLIGORS TO THE AGENT IN IMMEDIATELY
AVAILABLE FUNDS BY NOON (BOSTON TIME) ON ANY BUSINESS DAY.
THE SHARE OF EACH
LENDER SHALL BE CREDITED TO SUCH LENDER BY THE AGENT IN IMMEDIATELY AVAILABLE
FUNDS BY 2:00 P.M. (BOSTON TIME) ON SUCH BUSINESS DAY IN SUCH MANNER THAT THE
PRINCIPAL AMOUNT OF THE CREDIT OBLIGATIONS TO BE PAID SHALL BE PAID
PROPORTIONATELY IN ACCORDANCE WITH THE LENDERS' RESPECTIVE PERCENTAGE INTERESTS