Upon the termination (voluntary or involuntary) of Your employment pursuant to Section 1(ii)(c) hereof, You shall be entitled to receive the benefits specified in this Section 3. The amounts due to You under subparagraph # of this Section 3(i) shall be paid to You in a lump sum not later than one business day prior to the date that the termination of Your employment becomes effective. The amounts due to You under subparagraphs [(b), (c) and (d) of this Section 3(i)] shall be paid to You not later than one business day prior to the date that the termination of Your employment becomes effective. Subject to the provisions of Section 3(ii) hereof, all benefits to You pursuant to this Section 3(i) shall be subject to any applicable payroll or other taxes required by law to be withheld;

Under Treasury Regulations Section 1.1502-77(a), SMBC is the agent for all the Members and is required to act for the Affiliated Group in connection with matters relating to the consolidated tax liability of the Affiliated Group. In particular, SMBC shall be responsible for filing returns with the Internal Revenue Service, making elections, receiving all correspondence, filing claims for refund, contesting proposed

[Section 1.01] of the Credit Agreement is hereby amended to delete the definitions of “Applicable Rate” and “Interest Period” in their entirety and replace such definitions with the following:

[Section 1.01] of the Credit Agreement is hereby amended by inserting the following definitions in the appropriate alphabetical order to read as follows:

[Section 1.01] is hereby amended by adding language to the end there of the as follows:

[Section 1.1] of the Credit Agreement is hereby amended to add the following definition of “Unrestricted Cash” in appropriate alphabetical order:

[Section 1.05] of the Credit Agreement is hereby amended and restated as follows:

[Section 1.2] of the Plan is amended to add the following sentence to the end thereof:

[Section 1.1] of the Financing Agreement is hereby amended by adding the following defined term in appropriate alphabetical order:

[Section 1.7] of the Business Financing Agreement is hereby amended in its entirety as follows: