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 1.44] (definition of Stability Period) shall be amended in its entirety, 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 Existing Credit Agreement is hereby amended by adding the following clause to the end of the definition of “Specified Transactions” immediately before the period:

[Section 1.01] (Defined Terms) of the Credit Agreement is hereby amended to amend and restate the definition of “Receivables Sale Transaction” in its entirety to read as follows:

[Section 1.1] of the Purchase Agreement is hereby amended by deleting the definition of “2nd Lien Mortgage” in its entirety and striking the reference to “the 2nd Lien Mortgage” in the definitions of “Security Documents” and “Transaction Documents”.

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