Common use of Disbursements; Funding Reliance; Domicile of Loans Clause in Contracts

Disbursements; Funding Reliance; Domicile of Loans. (a) The Borrower hereby authorizes the Administrative Agent to disburse the proceeds of each Borrowing in accordance with the terms of any written instructions from any Authorized Officer of the Borrower, provided that the Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed in an Account Designation Letter. The Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. (b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.2 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by the Borrower, the Adjusted Base Rate. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (c) The obligations of the Lenders hereunder to make Loans, to fund participations in Swingline Loans and Letters of Credit and to make payments pursuant to Section 10.1(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any such payment on any date shall not relieve any other Lender of its corresponding obligation, if any, hereunder to do so on such date, but no Lender shall be responsible for the failure of any other Lender to so make its Loan, purchase its participation or to make any such payment required hereunder. (d) Each Lender may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan to or for the account of such Lender in accordance with the terms of this Agreement.

Disbursements; Funding Reliance; Domicile of Loans. (a) The Borrower hereby authorizes the Administrative Agent to disburse the proceeds of each Borrowing in accordance with the terms of any written instructions from any Authorized Officer of the BorrowerAuthorized Officers, provided that the Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed in an Account Designation Letter. The Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. (b) Unless the Administrative Agent shall have received has received, prior to 1:00 p.m., Charlotte time, on the relevant Borrowing Date, written notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share 's ratable portion, if any, of such the relevant Borrowing, the Administrative Agent may assume that such Lender has made such share portion available to the Administrative Agent in immediately available funds on such date Borrowing Date in accordance with the applicable provisions of Section 2.2 2.2, and the Administrative Agent may, in reliance upon such assumption, but shall not be obligated to, make a corresponding amount available to the Borrower a corresponding amounton such Borrowing Date. In If and to the extent that such event, if a Lender has shall not in fact have made its share of the applicable Borrowing such portion available to the Administrative Agent, then the applicable Lender and the Borrower Administrative Agent shall have made such corresponding amount available to the Borrower, such Lender, on the one hand, and the Borrower, on the other, severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount amount, together with interest thereon, thereon for each day from and including the date such amount is made available to the Borrower to but excluding until the date of payment such amount is repaid to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of at the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation Rate, and (ii) in the case of a payment to be made by the Borrower, at the Adjusted Base Raterate of interest applicable at such time to the Type and Class of Loans comprising such Borrowing, as determined under the provisions of Section 2.8. If the Borrower and such Lender shall pay such interest repay to the Administrative Agent for the same or an overlapping periodsuch corresponding amount, the Administrative Agent shall promptly remit to the Borrower the such amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s 's Loan included in as part of such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (c) The obligations Borrowing for purposes of the Lenders hereunder to make Loans, to fund participations in Swingline Loans and Letters of Credit and to make payments pursuant to Section 10.1(c) are several and not jointthis Agreement. The failure of any Lender to make any Loan, Loan required to fund be made by it as part of any such participation or to make any such payment on any date Borrowing shall not relieve any other Lender of its corresponding obligation, if any, hereunder to do so on make its Loan as part of such dateBorrowing, but no Lender shall be responsible for the failure of any other Lender to so make its Loan, purchase its participation or the Loan to be made by such other Lender as part of any Borrowing. The Administrative Agent shall promptly give notice to the Borrower after it obtains knowledge that a Lender will not make any such payment required funds available hereunder. (dc) Each Lender may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan to or for the account of such Lender in accordance with the terms of this Agreement.

Disbursements; Funding Reliance; Domicile of Loans. (a) The Borrower hereby authorizes the Administrative Agent to disburse the proceeds of each Borrowing in accordance with the terms of any written instructions from any Authorized Officer of the BorrowerAuthorized Officers, provided that the Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed in an Account Designation Letter. The Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. (b) Unless the Administrative Agent shall have received has received, prior to 1:00 p.m., Local Time, on the relevant Revolving Borrowing Date, written notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share ratable portion of such the relevant Revolving Borrowing, the Administrative Agent may assume that such Lender has made such share portion available to the Administrative Agent in immediately available funds on such date Revolving Borrowing Date in accordance with the applicable provisions of Section 2.2 2.2, and the Administrative Agent may, in reliance upon such assumption, but shall not be obligated to, make a corresponding amount available to the Borrower a corresponding amounton such Revolving Borrowing Date. In If and to the extent that such event, if a Lender has shall not in fact have made its share of the applicable Borrowing such portion available to the Administrative Agent, then the applicable Lender and the Borrower Administrative Agent shall have made such corresponding amount available to the Borrower, such Lender, on the one hand, and the Borrower, on the other, severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount amount, together with interest thereon, thereon for each day from and including the date such amount is made available to the Borrower to but excluding until the date of payment such amount is repaid to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of at the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation Rate, and (ii) in the case of a payment to be made by the Borrower, at the Adjusted Base Raterate of interest applicable at such time to the Type of Revolving Loans comprising such Revolving Borrowing, as determined under the provisions of Section 2.8. If the Borrower and such Lender shall pay such interest repay to the Administrative Agent for the same or an overlapping periodsuch corresponding amount, the Administrative Agent shall promptly remit to the Borrower the such amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Revolving Loan included in as part of such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (c) The obligations Revolving Borrowing for purposes of the Lenders hereunder to make Loans, to fund participations in Swingline Loans and Letters of Credit and to make payments pursuant to Section 10.1(c) are several and not jointthis Agreement. The failure of any Lender to make any Loan, Revolving Loan required to fund be made by it as part of any such participation or to make any such payment on any date Revolving Borrowing shall not relieve any other Lender of its corresponding obligation, if any, hereunder to do so on make its Revolving Loan as part of such dateRevolving Borrowing, but no Lender shall be responsible for the failure of any other Lender to so make its Loan, purchase its participation or the Revolving Loan to make be made by such other Lender as part of any such payment required hereunderRevolving Borrowing. (dc) Each Lender may, at its option, make and maintain any Revolving Loan at, to or for the account of any of its Lending Offices, provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Revolving Loan to or for the account of such Lender in accordance with the terms of this Agreement.

Disbursements; Funding Reliance; Domicile of Loans. (a) The Borrower hereby authorizes the Administrative Agent to disburse the proceeds of each Borrowing in accordance with the terms of any written instructions from any Authorized Officer of the Borrower, provided that the Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed in an Account Designation Letter. The Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. (b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.2 or Section 3.5 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by the Borrower, the Adjusted Base Rate. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (c) The obligations of the Lenders hereunder to make Loans, to fund participations in Swingline Loans and Letters of Credit and Swingline Loans and to make payments pursuant to Section 10.1(c11.1(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any such payment on any date shall not relieve any other Lender of its corresponding obligation, if any, hereunder to do so on such date, but no Lender shall be responsible for the failure of any other Lender to so make its Loan, purchase fund its participation or to make any such payment required hereunder. (d) Each Subject to Section 2.9(b), each Lender may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan to or for the account of such Lender in accordance with the terms of this Agreement.

Disbursements; Funding Reliance; Domicile of Loans. (a) The Borrower hereby authorizes the Administrative Agent to disburse the proceeds of each Borrowing in accordance with the terms of any written instructions from any Authorized Officer of the BorrowerAuthorized Officers, provided that the Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed in an Account Designation Letter. The Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. (b) Unless the Administrative Agent shall have received has received, prior to 1:00 p.m., Charlotte time, on the relevant Borrowing Date, written notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share 's ratable portion of such the relevant Borrowing, the Administrative Agent may assume that such Lender has made such share portion available to the Agent in immediately available funds on such date Borrowing Date in accordance with the applicable provisions of Section 2.2 2.2, and the Agent may, in reliance upon such assumption, but shall not be obligated to, make a corresponding amount available to the Borrower a corresponding amounton such Borrowing Date. In If and to the extent that such event, if a Lender has shall not in fact have made its share of the applicable Borrowing such portion available to the Administrative Agent, then the applicable Lender and the Borrower Agent shall have made such corresponding amount available to the Borrower, such Lender, on the one hand, and the Borrower, on the other, severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount amount, together with interest thereon, thereon for each day from and including the date such amount is made available to the Borrower to but excluding until the date of payment such amount is repaid to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of at the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation Rate, and (ii) in the case of a payment to be made by the Borrower, at the Adjusted Base Rate. If the Borrower and rate of interest applicable at such Lender shall pay such interest time to the Administrative Agent for Type of Loans comprising such Borrowing, as determined under the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount provisions of such interest paid by the Borrower for such periodSection 2.8. If such Lender pays its share of the applicable Borrowing shall repay to the Administrative AgentAgent such corresponding amount, then the such amount so paid shall constitute such Lender’s 's Loan included in as part of such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (c) The obligations Borrowing for purposes of the Lenders hereunder to make Loans, to fund participations in Swingline Loans and Letters of Credit and to make payments pursuant to Section 10.1(c) are several and not jointthis Agreement. The failure of any Lender to make any Loan, Loan required to fund be made by it as part of any such participation or to make any such payment on any date Borrowing shall not relieve any other Lender of its corresponding obligation, if any, hereunder to do so on make its Loan as part of such dateBorrowing, but no Lender shall be responsible for the failure of any other Lender to so make its Loan, purchase its participation or the Loan to make be made by such other Lender as part of any such payment required hereunderBorrowing. (dc) Each Lender may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan to or for the account of such Lender in accordance with the terms of this Agreement.

Disbursements; Funding Reliance; Domicile of Loans. (a) The Borrower Borrowers hereby authorizes authorize the Administrative Agent to disburse the proceeds of each Borrowing in accordance with the terms of any written instructions from any Authorized Officer of the BorrowerBorrowers, provided that the Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed in an Account Designation Letter. The Borrower Borrowers may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. (b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.2 or Section 3.5 and may, in reliance upon such assumption, make available to the Borrower Borrowers a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower Borrowers severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower Borrowers to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by the Borrower, Borrowers the Adjusted Base Rate. If the Borrower Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower Borrowers the amount of such interest paid by the Borrower Borrowers for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower Borrowers shall be without prejudice to any claim the Borrower Borrowers may have against a Lender that shall have failed to make such payment to the Administrative Agent. (c) The obligations of the Lenders hereunder to make Loans, to fund participations in Swingline Loans and Letters of Credit and Swingline Loans and to make payments pursuant to Section 10.1(c11.1(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any such payment on any date shall not relieve any other Lender of its corresponding obligation, if any, hereunder to do so on such date, but no Lender shall be responsible for the failure of any other Lender to so make its Loan, purchase its participation or to make any such payment required hereunder. (d) Each Lender may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, provided that any exercise of such option shall not affect the obligation of the Borrower Borrowers to repay such Loan to or for the account of such Lender in accordance with the terms of this Agreement.

Disbursements; Funding Reliance; Domicile of Loans. (a) The Borrower hereby authorizes the Administrative Agent to disburse the proceeds of each Borrowing in accordance with the terms of any written instructions from any Authorized Officer of the BorrowerAuthorized Officers, provided that the Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed in an Account Designation Letter. The Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. (b) Unless the Administrative Agent shall have received has received, prior to 1:00 p.m., Charlotte time, on the relevant Borrowing Date, written notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share 's ratable portion of such the relevant Borrowing, the Administrative Agent may assume that such Lender has made such share portion available to the Agent in immediately available funds on such date Borrowing Date in accordance with Section 2.2 the applicable provisions of SECTION 2.2, and the Agent may, in reliance upon such assumption, but shall not be obligated to, make a corresponding amount available to the Borrower a corresponding amounton such Borrowing Date. In If and to the extent that such event, if a Lender has shall not in fact have made its share of the applicable Borrowing such portion available to the Administrative Agent, then the applicable Lender and the Borrower Agent shall have made such corresponding amount available to the Borrower, such Lender, on the one hand, and the Borrower, on the other, severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount amount, together with interest thereon, thereon for each day from and including the date such amount is made available to the Borrower to but excluding until the date of payment such amount is repaid to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of at the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation Rate, and (ii) in the case of a payment to be made by the Borrower, at the Adjusted Base Rate. If the Borrower and rate of interest applicable at such Lender shall pay such interest time to the Administrative Agent for Type of Loans comprising such Borrowing, as determined under the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount provisions of such interest paid by the Borrower for such periodSECTION 2.8. If such Lender pays its share of the applicable Borrowing shall repay to the Administrative AgentAgent such corresponding amount, then the such amount so paid shall constitute such Lender’s 's Loan included in as part of such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (c) The obligations Borrowing for purposes of the Lenders hereunder to make Loans, to fund participations in Swingline Loans and Letters of Credit and to make payments pursuant to Section 10.1(c) are several and not jointthis Agreement. The failure of any Lender to make any Loan, Loan required to fund be made by it as part of any such participation or to make any such payment on any date Borrowing shall not relieve any other Lender of its corresponding obligation, if any, hereunder to do so on make its Loan as part of such dateBorrowing, but no Lender shall be responsible for the failure of any other Lender to so make its Loan, purchase its participation or the Loan to make be made by such other Lender as part of any such payment required hereunderBorrowing. (dc) Each Lender may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan to or for the account of such Lender in accordance with the terms of this Agreement.

Disbursements; Funding Reliance; Domicile of Loans. (a) The Borrower hereby authorizes the Administrative Agent to disburse the proceeds of each Borrowing in accordance with the terms of any written instructions from any Authorized Officer of the Borrower, ; provided that the Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed in an Account Designation Letter. The Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. (b) Unless the Administrative Agent shall have received has received, prior to 1:00 p.m., Charlotte time, on the relevant Borrowing Date, written notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share 's ratable portion of such the relevant Borrowing, the Administrative Agent may assume that such Lender has made such share portion available to the Administrative Agent in immediately available funds on such date Borrowing Date in accordance with Section 2.2 the applicable provisions of SECTION 2.2, and the Administrative Agent may, in reliance upon such assumption, but shall not be obligated to, make a corresponding amount available to the Borrower a corresponding amounton such Borrowing Date. In If and to the extent that such event, if a Lender has shall not in fact have made its share of the applicable Borrowing such portion available to the Administrative Agent, then the applicable Lender and the Borrower Administrative Agent shall have made such corresponding amount available to the Borrower, such Lender, on the one hand, and the Borrower, on the other, severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount amount, together with interest thereon, thereon for each day from and including the date such amount is made available to the Borrower to but excluding until the date of payment such amount is repaid to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of at the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation Rate, and (ii) in the case of a payment to be made by the Borrower, at the Adjusted Base Raterate of interest applicable at such time to the Type of Loans comprising such Borrowing, as determined under the provisions of SECTION 2.8. If the Borrower and such Lender shall pay such interest repay to the Administrative Agent for the same or an overlapping periodsuch corresponding amount, the Administrative Agent shall promptly remit to the Borrower the such amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s 's Loan included in as part of such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (c) The obligations Borrowing for purposes of the Lenders hereunder to make Loans, to fund participations in Swingline Loans and Letters of Credit and to make payments pursuant to Section 10.1(c) are several and not jointthis Agreement. The failure of any Lender to make any Loan, Loan required to fund be made by it as part of any such participation or to make any such payment on any date Borrowing shall not relieve any other Lender of its corresponding obligation, if any, hereunder to do so on make its Loan as part of such dateBorrowing, but no Lender shall be responsible for the failure of any other Lender to so make its Loan, purchase its participation or the Loan to make be made by such other Lender as part of any such payment required hereunderBorrowing. (dc) Each Lender may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, ; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan to or for the account of such Lender in accordance with the terms of this Agreement.

Disbursements; Funding Reliance; Domicile of Loans. (a) The Each Borrower hereby authorizes the Administrative Agent to disburse the proceeds of each Borrowing it makes in accordance with the terms of any written instructions from any Authorized Officer of the such Borrower, ; provided that the Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed in an Account Designation Letter. The Any Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. (b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share Ratable Share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.2 and maymay (but shall not be so required to), in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the applicable Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the such Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by the such Borrower, the Adjusted Base Rate. If the such Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the such Borrower the amount of such interest paid by the such Borrower for such period. If such Lender pays its share Ratable Share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the any Borrower shall be without prejudice to any claim the such Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (c) Each Lender may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, provided that any exercise of such option shall not affect any obligations of the applicable Borrower to repay such Loan to or for the account of such Lender or otherwise to make payment in accordance with the terms of this Agreement. (d) The obligations of the Lenders hereunder to make Loans, to make L/C Disbursements in respect of Syndicated Letters of Credit, to fund participations in Swingline Loans and Participated Letters of Credit and to make payments pursuant to Section 10.1(c) 11.1 are several and not joint. The failure of any Lender to make any such Loan, to make any such L/C Disbursement, to fund any such participation or to make any such payment on any date shall not relieve any other Lender of its corresponding obligation, if any, hereunder to do so on such date, but no Lender shall be responsible for the failure of any other Lender to so make its Loan, to make its L/C Disbursement, purchase its participation or to make any such payment required hereunder. (d) Each Lender may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan to or for the account of such Lender in accordance with the terms of this Agreement.

Disbursements; Funding Reliance; Domicile of Loans. (a) The Borrower hereby authorizes the Administrative Agent to disburse the proceeds of each Borrowing in accordance with the terms of any written instructions from any Authorized Officer of the BorrowerAuthorized Officers, provided that the Administrative Agent shall not be obligated under -------- any circumstances to forward amounts to any account not listed in an Account Designation Letter. The Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. (b) Unless the Administrative Agent shall have received has received, prior to 1:00 p.m., Charlotte time, on the relevant Borrowing Date, written notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share 's ratable portion of such the relevant Borrowing, the Administrative Agent may assume that such Lender has made such share portion available to the Agent in immediately available funds on such date Borrowing Date in accordance with the applicable provisions of Section 2.2 2.2, and the Agent may, in reliance upon such assumption, but shall not be obligated to, make a corresponding amount available to the Borrower a corresponding amounton such Borrowing Date. In If and to the extent that such event, if a Lender has shall not in fact have made its share of the applicable Borrowing such portion available to the Administrative Agent, then the applicable Lender and the Borrower Agent shall have made such corresponding amount available to the Borrower, such Lender, on the one hand, and the Borrower, on the other, severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount amount, together with interest thereon, thereon for each day from and including the date such amount is made available to the Borrower to but excluding until the date of payment such amount is repaid to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of at the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation Rate, and (ii) in the case of a payment to be made by the Borrower, at the Adjusted Base Rate. If the Borrower and rate of interest applicable at such Lender shall pay such interest time to the Administrative Agent for Type of Loans comprising such Borrowing, as determined under the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount provisions of such interest paid by the Borrower for such periodSection 2.8. If such Lender pays its share of the applicable Borrowing shall repay to the Administrative AgentAgent such corresponding amount, then the such amount so paid shall constitute such Lender’s 's Loan included in as part of such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (c) The obligations Borrowing for purposes of the Lenders hereunder to make Loans, to fund participations in Swingline Loans and Letters of Credit and to make payments pursuant to Section 10.1(c) are several and not jointthis Agreement. The failure of any Lender to make any Loan, Loan required to fund be made by it as part of any such participation or to make any such payment on any date Borrowing shall not relieve any other Lender of its corresponding obligation, if any, hereunder to do so on make its Loan as part of such dateBorrowing, but no Lender shall be responsible for the failure of any other Lender to so make its Loan, purchase its participation or the Loan to make be made by such other Lender as part of any such payment required hereunderBorrowing. (dc) Each Lender may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan to or for the account of such Lender in accordance with the terms of this Agreement.

Disbursements; Funding Reliance; Domicile of Loans. (a) The Borrower hereby authorizes the Administrative Agent to disburse the proceeds of each Borrowing in accordance with the terms of any written instructions from any Authorized Officer of the Borrower, provided that the Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed in an Account Designation Letter. The Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. (b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.2 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by the Borrower, the Adjusted Base Rate. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (c) The obligations of the Lenders hereunder to make Loans, to fund participations in Swingline Loans and Letters of Credit and to make payments pursuant to Section 10.1(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any such payment on any date shall not relieve any other Lender of its corresponding obligation, if any, hereunder to do so on such date, but no Lender shall be responsible for the failure of any other Lender to so make its Loan, purchase its participation or to make any such payment required hereunder. (d) Each Lender may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan to or for the account of such Lender in accordance with the terms of this Agreement.

Disbursements; Funding Reliance; Domicile of Loans. (a) The Each Borrower hereby authorizes the Administrative Agent to disburse the proceeds of each Borrowing it makes in accordance with the terms of any written instructions from any Authorized Officer of the such Borrower, ; provided that the Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed in an Account Designation Letter. The Each Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. (b) Unless the Administrative Agent shall have received has received, prior to 1:00 p.m., Charlotte time, on the relevant Borrowing Date, written notice from a Tranche 1 Lender prior to the proposed date of any Borrowing that such Tranche 1 Lender will not make available to the Administrative Agent such Tranche 1 Lender’s share of such Borrowing, the Administrative Agent may assume that such Tranche 1 Lender has made such share available to the Administrative Agent in immediately available funds on such date Borrowing Date in accordance with the applicable provisions of Section 2.2 2.2, and the Administrative Agent may, in reliance upon such assumption, but shall not be obligated to, make a corresponding amount available to the applicable Borrower a corresponding amounton such Borrowing Date. In If and to the extent that such event, if a Tranche 1 Lender has shall not in fact have made its share of the applicable Borrowing available to the Administrative Agent, then and the Administrative Agent shall have made such corresponding amount available to the applicable Lender Borrower, such Tranche 1 Lender, on the one hand, and such Borrower, on the Borrower other, severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount amount, together with interest thereon, thereon for each day from and including the date such amount is made available to the such Borrower to but excluding the date of payment such amount is repaid to the Administrative Agent, at (i) in the case of a payment to be made by such Tranche 1 Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by the such Borrower, at the Adjusted Base Raterate of interest applicable at such time to the Type of Loans comprising such Borrowing, as determined under the provisions of Section 2.8. If the Borrower and such Tranche 1 Lender shall pay such interest repay to the Administrative Agent for the same or an overlapping periodsuch corresponding amount, the Administrative Agent shall promptly remit to the Borrower the such amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Tranche 1 Lender’s Loan included in such Borrowing. The failure of any Tranche 1 Lender to make any Loan required to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan as part of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender as part of any Borrowing. Any payment by the applicable Borrower shall be without prejudice to any claim the such Borrower may have against a Tranche 1 Lender that shall have failed to make such payment to the Administrative Agent. (c) The obligations of the Lenders hereunder to make Loans, to fund participations in Swingline Loans and Letters of Credit and to make payments pursuant to Section 10.1(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any such payment on any date shall not relieve any other Lender of its corresponding obligation, if any, hereunder to do so on such date, but no Lender shall be responsible for the failure of any other Lender to so make its Loan, purchase its participation or to make any such payment required hereunder. (d) Each Tranche 1 Lender may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan to or for the account of such Tranche 1 Lender in accordance with the terms of this Agreement. (d) Each Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter.

Disbursements; Funding Reliance; Domicile of Loans. (a) The Borrower hereby authorizes the Administrative Agent to disburse the proceeds of each Borrowing in accordance with the terms of any written instructions from any Authorized Officer of the BorrowerAuthorized Officers, provided that the Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed in an Account Designation Letter. The Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. (b) Unless the Administrative Agent shall have received has received, prior to 1:00 p.m., Charlotte time, on the relevant Borrowing Date, written notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share 's ratable portion, if any, of such the relevant Borrowing, the Administrative Agent may assume that such Lender has made such share portion available to the Agent in immediately available funds on such date Borrowing Date in accordance with Section 2.2 the applicable provisions of SECTION 2.2, and the Agent may, in reliance upon such assumption, but shall not be obligated to, make a corresponding amount available to the Borrower a corresponding amounton such Borrowing Date. In If and to the extent that such event, if a Lender has shall not in fact have made its share of the applicable Borrowing such portion available to the Administrative Agent, then the applicable Lender and the Borrower severally agree Agent shall have made such corresponding amount available to the Borrower, such Lender agrees to pay to the Administrative Agent forthwith on demand such corresponding amount amount, together with interest thereon, thereon for each day from and including the date such amount is made available to the Borrower to but excluding until the date of payment such amount is repaid to the Administrative Agent, Agent at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by the Borrower, the Adjusted Base Rate. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing shall repay to the Administrative AgentAgent such corresponding amount within three (3) Business Days after the Borrowing Date, then the such amount so paid shall constitute such Lender’s 's Revolving Loan included in as part of such BorrowingBorrowing for purposes of this Agreement. Any payment If such Lender does not make such amount available to the Agent within three (3) Business Days after the Borrowing Date, the Agent shall promptly notify the Borrower thereof, and the Borrower (to the extent the proceeds of the corresponding Revolving Loan amount have been made available by the Borrower shall be without prejudice Agent, on behalf of such Lender, to any claim the Borrower) will, upon such notice, repay to the Agent an amount equal to such amount together with interest thereon at the rate applicable to the Revolving Loans disbursed on the Borrowing Date, from the date such amount is made available to the Borrower may have against a Lender that shall have failed to make until such payment amount is repaid to the Administrative Agent. (c) The obligations of the Lenders hereunder to make Loans, to fund participations in Swingline Loans and Letters of Credit and to make payments pursuant to Section 10.1(c) are several and not joint. The failure of any Lender to make any Loan, Revolving Loan required to fund be made by it as part of any such participation or to make any such payment on any date Borrowing shall not relieve any other Lender of its corresponding obligation, if any, hereunder to do so on make its Revolving Loan as part of such dateBorrowing, or relieve the Lender who failed to make such amount available of its obligation to subsequently repay such amount, or relieve any Lender (including the Lender that failed to make such amount available) of its obligation, if any, hereunder to make its ratable portion of any Borrowing available as part of any subsequent Revolving Loans, but no Lender shall be responsible for the failure of any other Lender to so make its Loan, purchase its participation or the Revolving Loan to make be made by such other Lender as part of any such payment required hereunderBorrowing. (dc) Each Lender may, at its option, make and maintain any Revolving Loan at, to or for the account of any of its Lending Offices, provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Revolving Loan to or for the account of such Lender in accordance with the terms of this Agreement.

Disbursements; Funding Reliance; Domicile of Loans. (a) The Borrower hereby authorizes the Administrative Agent to disburse the proceeds of each Borrowing in accordance with the terms of any written instructions from any Authorized Officer of the Borrower, ; provided that the Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed in an Account Designation Letter. The Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. (b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.2 2.2(c) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by the Borrower, the Adjusted Base Rate. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (c) The obligations of the Lenders hereunder to make Loans, to fund participations in Swingline Loans and Letters of Credit and to make payments pursuant to Section 10.1(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation Loan or to make any such payment on any date shall not relieve any other Lender of its corresponding obligation, if any, hereunder to do so on such date, but no Lender shall be responsible for the failure of any other Lender to so make its Loan, purchase its participation or to make any such payment required hereunder. (d) Each Lender may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, ; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan to or for the account of such Lender in accordance with the terms of this Agreement.

Disbursements; Funding Reliance; Domicile of Loans. (a) The Borrower hereby authorizes the Administrative Agent to disburse the proceeds of each Borrowing in accordance with the terms of any written instructions from any Authorized Officer of the BorrowerAuthorized Officers or pursuant to the terms of the Sweep Program, as applicable, provided that the Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed in an Account Designation LetterLetter or pursuant to the Sweep Program. The Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. (b) Unless the Administrative Agent shall have received has received, prior to 1:00 p.m., Charlotte time, on the relevant Borrowing Date, written notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share ratable portion, if any, of such the relevant Borrowing, the Administrative Agent may assume that such Lender has made such share portion available to the Administrative Agent in immediately available funds on such date Borrowing Date in accordance with the applicable provisions of Section 2.2 2.2, and the Administrative Agent may, in reliance upon such assumption, but shall not be obligated to, make a corresponding amount available to the Borrower a corresponding amounton such Borrowing Date. In If and to the extent that such event, if a Lender has shall not in fact have made its share of the applicable Borrowing such portion available to the Administrative Agent, then the applicable Lender and the Borrower Administrative Agent shall have made such corresponding amount available to the Borrower, such Lender, on the one hand, and the Borrower, on the other, severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount amount, together with interest thereon, thereon for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment such amount is repaid to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation compensation, and (ii) in the case of a payment to be made by the Borrower, at the Adjusted Base Raterate of interest applicable at such time to the Type of Loans comprising such Borrowing, as determined under the provisions of Section 2.8. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in as part of such Borrowing for purposes of this Agreement. The failure of any Lender to make any Loan required to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan as part of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender as part of any Borrowing. Any payment such repayment by the Borrower shall be without not prejudice its rights with respect to any claim the Borrower may have against a Lender that shall have failed to make such payment who has not made its portion of a Borrowing available to the Administrative Agent. (c) The obligations of the Lenders hereunder to make Loans, to fund participations in Swingline Loans and Letters of Credit and Swingline Loans and to make payments pursuant to Section 10.1(c11.1(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any such payment on any date shall not relieve any other Lender of its corresponding obligation, if any, hereunder to do so on such date, but no Lender shall be responsible for the failure of any other Lender to so make its Loan, purchase its participation or to make any such payment required hereunder. (d) Each Lender may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan to or for the account of such Lender in accordance with the terms of this Agreement.

Disbursements; Funding Reliance; Domicile of Loans. (a) The Borrower hereby authorizes the Administrative Agent to disburse the proceeds of each Borrowing in accordance with the terms of any written instructions from any Authorized Officer of the BorrowerAuthorized Officers, provided that the Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed in an Account Designation Letter. The Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. (b) Unless the Administrative Agent shall have received has received, prior to 2:00 p.m., Charlotte, North Carolina time, on the relevant Borrowing Date, written notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share ratable portion, if any, of such the relevant Borrowing, the Administrative Agent may assume that such Lender has made such share portion available to the Administrative Agent in immediately available funds on such date Borrowing Date in accordance with the applicable provisions of Section 2.2 or Section 3.5, and the Administrative Agent may, in reliance upon such assumption, but shall not be obligated to, make a corresponding amount available to the Borrower a corresponding amounton such Borrowing Date. In If and to the extent that such event, if a Lender has shall not in fact have made its share of the applicable Borrowing such portion available to the Administrative Agent, then the applicable Lender and the Borrower Administrative Agent shall have made such corresponding amount available to the Borrower, such Lender, on the one hand, and the Borrower, on the other, severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount amount, together with interest thereon, thereon for each day from and including the date such amount is made available to the Borrower to but excluding until the date of payment such amount is repaid to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of at the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation Rate, and (ii) in the case of a payment the Borrower (without duplication), at the rate of interest applicable at such time to be made by the BorrowerType and Class of Loans comprising such Borrowing, as determined under the Adjusted Base Rateprovisions of Section 2.8. If the Borrower and such Lender shall pay such interest repay to the Administrative Agent for the same or an overlapping periodsuch corresponding amount, the Administrative Agent shall promptly remit to the Borrower the such amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in as part of such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (c) The obligations Borrowing for purposes of the Lenders hereunder to make Loans, to fund participations in Swingline Loans and Letters of Credit and to make payments pursuant to Section 10.1(c) are several and not jointthis Agreement. The failure of any Lender to make any Loan, Loan required to fund be made by it as part of any such participation or to make any such payment on any date Borrowing shall not relieve any other Lender of its corresponding obligation, if any, hereunder to do so on make its Loan as part of such dateBorrowing, but no Lender shall be responsible for the failure of any other Lender to so make its Loan, purchase its participation or the Loan to make be made by such other Lender as part of any such payment required hereunderBorrowing. (dc) Each Lender may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan to or for the account of such Lender in accordance with the terms of this Agreement.

Disbursements; Funding Reliance; Domicile of Loans. (a) The Borrower hereby authorizes the Administrative Agent to disburse the proceeds of each Borrowing in accordance with the terms of any written instructions from any Authorized Officer of the Borrower, Authorized Officers; provided that the Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed in an Account Designation Letter. The Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. (b) Unless the Administrative Agent shall have received has received, prior to 11:00 a.m., Local Time, on the relevant Borrowing Date, written notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share 's ratable portion, if any, of such the relevant Borrowing, the Administrative Agent may assume that such Lender has made such share portion available to the Agent in immediately available funds on such date Borrowing Date in accordance with the applicable provisions of Section 2.2 2.2, and the Agent may, in reliance upon such assumption, but shall not be obligated to, make a corresponding amount available to the Borrower a corresponding amounton such Borrowing Date. In If and to the extent that such event, if a Lender has shall not in fact have made its share of the applicable Borrowing such portion available to the Administrative Agent, then the applicable Lender and the Borrower Agent shall have made such corresponding amount available to the Borrower, such Lender, on the one hand, and the Borrower, on the other, severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount amount, together with interest thereon, thereon for each day from and including the date such amount is made available to the Borrower to but excluding until the date of payment such amount is repaid to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of at the Federal Funds Rate and a with respect to Loans under the Dollar Facilities and, with respect to Loans under the Sterling Facilities, at the rate determined per annum certified by the Administrative Agent in accordance with banking industry rules on interbank compensation to represent the cost to the Agent of funding such amount for such period, and (ii) in the case of a payment to be made by the Borrower, at the Adjusted Base Rate. If the Borrower and rate of interest applicable at such Lender shall pay such interest time to the Administrative Agent for Class and Type of Loans comprising such Borrowing, as determined under the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount provisions of such interest paid by the Borrower for such periodSection 2.8. If such Lender pays its share of the applicable Borrowing shall repay to the Administrative AgentAgent such corresponding amount, then the such amount so paid shall constitute such Lender’s 's Loan included in as part of such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (c) The obligations Borrowing for purposes of the Lenders hereunder to make Loans, to fund participations in Swingline Loans and Letters of Credit and to make payments pursuant to Section 10.1(c) are several and not jointthis Agreement. The failure of any Lender to make any Loan, Loan required to fund be made by it as part of any such participation or to make any such payment on any date Borrowing shall not relieve any other Lender of its corresponding obligation, if any, hereunder to do so on make its Loan as part of such dateBorrowing, but no Lender shall be responsible for the failure of any other Lender to so make its Loan, purchase its participation or the Loan to make be made by such other Lender as part of any such payment required hereunderBorrowing. (dc) Each Subject to Section 2.19(c), each Lender may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, ; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan to or for the account of such Lender in accordance with the terms of this Agreement.

Disbursements; Funding Reliance; Domicile of Loans. (a) The Each Borrower hereby authorizes the Administrative Agent to disburse the proceeds of each Borrowing it makes in accordance with the terms of any written instructions from any Authorized Officer of the such Borrower, ; provided that the Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed in an Account Designation Letter. The Any Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. (b) Unless the Administrative Agent shall have received notice from a Tranche 1 Lender prior to the proposed date of any Borrowing that such Tranche 1 Lender will not make available to the Administrative Agent such Tranche 1 Lender’s share Tranche 1 Ratable Share of such Borrowing, the Administrative Agent may assume that such Tranche 1 Lender has made such share available on such date in accordance with Section 2.2 and maymay (but shall not be so required to), in reliance upon such assumptionthereon, make available to the applicable Borrower a corresponding amount. In such event, if a Tranche 1 Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Tranche 1 Lender and the applicable Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the such Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Tranche 1 Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by the such Borrower, the Adjusted Base Rate. If the such Borrower and such Tranche 1 Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the such Borrower the amount of such interest paid by the such Borrower for such period. If such Tranche 1 Lender pays its share Tranche 1 Ratable Share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Tranche 1 Lender’s Loan included in such Borrowing. Any payment by the any Borrower shall be without prejudice to any claim the such Borrower may have against a Tranche 1 Lender that shall have failed to make such payment to the Administrative Agent. (c) Each Tranche 1 Lender may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan to or for the account of such Tranche 1 Lender in accordance with the terms of this Agreement. (d) The obligations of the Lenders hereunder to make Loans, to make L/C Disbursements in respect of Syndicated Letters of Credit, to fund participations in Swingline Loans and Participated Letters of Credit and to make payments pursuant to Section 10.1(c) 11.1 are several and not joint. The failure of any Lender to make any such Loan, to make any such L/C Disbursement, to fund any such participation or to make any such payment on any date shall not relieve any other Lender of its corresponding obligation, if any, hereunder to do so on such date, but no Lender shall be responsible for the failure of any other Lender to so make its Loan, to make its L/C Disbursement, purchase its participation or to make any such payment required hereunder. (d) Each Lender may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan to or for the account of such Lender in accordance with the terms of this Agreement.

Disbursements; Funding Reliance; Domicile of Loans. (a) The Each Borrower hereby authorizes the Administrative Agent and each Correspondent to disburse the proceeds of each Borrowing in accordance with the terms of any written instructions from any Authorized Officer of the any Borrower, provided that neither the Administrative Agent nor any Correspondent shall not be obligated under any circumstances to forward amounts to any account not listed in an Account Designation Letter. The Any Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. (b) Unless the Administrative Agent shall have received has received, prior to 1:00 p.m., Local Time, on the relevant Borrowing Date, written notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share ratable portion, if any, of such the relevant Borrowing, the Administrative Agent may assume that such Lender has made such share portion available to the Administrative Agent in immediately available funds on such date Borrowing Date in accordance with the applicable provisions of Section 2.2 2.2, and the Administrative Agent may, in reliance upon such assumption, but shall not be obligated to, make a corresponding amount available to the applicable Borrower a corresponding amounton such Borrowing Date. In If and to the extent that such event, if a Lender has shall not in fact have made its share of the applicable Borrowing such portion available to the Administrative Agent, then and the Administrative Agent shall have made such corresponding amount available to the applicable Lender Borrower, such Lender, on the one hand, and the Borrower applicable Borrower, on the other, severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount amount, together with interest thereon, thereon for each day from and including the date such amount is made available to the applicable Borrower to but excluding until the date of payment such amount is repaid to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of at the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation Rate, and (ii) in the case of a payment to be made by the applicable Borrower, at the Adjusted Base Raterate of interest applicable at such time to the Type and Class of Loans comprising such Borrowing, as determined under the provisions of Section 2.8. If the Borrower and such Lender shall pay such interest repay to the Administrative Agent for the same or an overlapping periodsuch corresponding amount, the Administrative Agent shall promptly remit to the Borrower the such amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in as part of such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (c) The obligations Borrowing for purposes of the Lenders hereunder to make Loans, to fund participations in Swingline Loans and Letters of Credit and to make payments pursuant to Section 10.1(c) are several and not jointthis Agreement. The failure of any Lender to make any Loan, Loan required to fund be made by it as part of any such participation or to make any such payment on any date Borrowing shall not relieve any other Lender of its corresponding obligation, if any, hereunder to do so on make its Loan as part of such dateBorrowing, but no Lender shall be responsible for the failure of any other Lender to so make its Loan, purchase its participation or the Loan to make be made by such other Lender as part of any such payment required hereunderBorrowing. (dc) Each Lender may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan to or for the account of such Lender in accordance with the terms of this Agreement.

Disbursements; Funding Reliance; Domicile of Loans. (a) The Borrower hereby authorizes the Administrative Agent to disburse the proceeds of each Borrowing in accordance with the terms of any written instructions from any Authorized Officer of the BorrowerAuthorized Officers or pursuant to the terms of the Sweep Program, as applicable, provided that the Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed in an Account Designation LetterLetter or pursuant to the Sweep Program. The Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. (b) Unless the Administrative Agent shall have received has received, prior to 1:00 p.m., Charlotte time, on the relevant Borrowing Date, written notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share ratable portion, if any, of such the relevant Borrowing, the Administrative Agent may assume that such Lender has made such share portion available to the Agent in immediately available funds on such date Borrowing Date in accordance with the applicable provisions of Section 2.2 2.2, and the Agent may, in reliance upon such assumption, but shall not be obligated to, make a corresponding amount available to the Borrower a corresponding amounton such Borrowing Date. In If and to the extent that such event, if a Lender has shall not in fact have made its share of the applicable Borrowing such portion available to the Administrative Agent, then the applicable Lender and the Borrower Agent shall have made such corresponding amount available to the Borrower, such Lender, on the one hand, and the Borrower, on the other, severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount amount, together with interest thereon, thereon for each day from and including the date such amount is made available to the Borrower to but excluding until the date of payment such amount is repaid to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of at the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation Rate, and (ii) in the case of a payment to be made by the Borrower, at the Adjusted Base Rate. If the Borrower and rate of interest applicable at such Lender shall pay such interest time to the Administrative Agent for Type of Loans comprising such Borrowing, as determined under the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount provisions of such interest paid by the Borrower for such periodSection 2.8. If such Lender pays its share of the applicable Borrowing shall repay to the Administrative AgentAgent such corresponding amount, then the such amount so paid shall constitute such Lender’s Loan included in as part of such Borrowing for purposes of this Agreement. The failure of any Lender to make any Loan required to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan as part of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender as part of any Borrowing. Any payment such repayment by the Borrower shall be without not prejudice its rights with respect to any claim the Borrower may have against a Lender that shall have failed to make such payment who has not made its portion of a Borrowing available to the Administrative Agent. (c) The obligations of the Lenders hereunder to make Loans, to fund participations in Swingline Loans and Letters of Credit and Swingline Loans and to make payments pursuant to Section 10.1(c) 10.7 are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any such payment on any date shall not relieve any other Lender of its corresponding obligation, if any, hereunder to do so on such date, but no Lender shall be responsible for the failure of any other Lender to so make its Loan, purchase its participation or to make any such payment required hereunder. (d) Each Lender may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan to or for the account of such Lender in accordance with the terms of this Agreement.

Disbursements; Funding Reliance; Domicile of Loans. (a) The Borrower IPC Holdings hereby authorizes the Administrative Agent to disburse the proceeds of each Borrowing it makes in accordance with the terms of any written instructions from any Authorized Officer of the Borrower, IPC Holdings; provided that the Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed in an Account Designation Letter. The Borrower IPC Holdings may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. (b) Unless the Administrative Agent shall have received notice from a Tranche 1 Lender prior to the proposed date of any Borrowing that such Tranche 1 Lender will not make available to the Administrative Agent such Lender’s share its Tranche 1 Ratable Share of such Borrowing, the Administrative Agent may assume that such Tranche 1 Lender has made such share available on such date in accordance with Section 2.2 SECTION 3.2 and maymay (but shall not be so required to), in reliance upon such assumptionthereon, make available to the Borrower IPC Holdings a corresponding amount. In such event, if a Tranche 1 Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Tranche 1 Lender and the Borrower IPC Holdings severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower IPC Holdings to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Tranche 1 Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by the BorrowerIPC Holdings, the Adjusted Base Rate. If the Borrower IPC Holdings and such Tranche 1 Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower IPC Holdings the amount of such interest paid by the Borrower IPC Holdings for such period. If such Tranche 1 Lender pays its share Tranche 1 Ratable Share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Tranche 1 Lender’s 's Loan included in such Borrowing. Any payment by the Borrower IPC Holdings shall be without prejudice to any claim the Borrower it may have against a Tranche 1 Lender that shall have failed to make such payment to the Administrative Agent. (c) Each Tranche 1 Lender may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, provided that any exercise of such option shall not affect the obligation of IPC Holdings to repay such Loan to or for the account of such Tranche 1 Lender in accordance with the terms of this Agreement. (d) The obligations of the Lenders hereunder to make Loans, to make L/C Disbursements in respect of Syndicated Letters of Credit, to fund participations in Swingline Loans and Participated Letters of Credit and to make payments pursuant to Section 10.1(c) SECTION 12.1 are several and not joint. The failure of any Lender to make any such Loan, to make any such L/C Disbursement, to fund any such participation or to make any such payment on any date shall not relieve any other Lender of its corresponding obligation, if any, hereunder to do so on such date, but no Lender shall be responsible for the failure of any other Lender to so make its Loan, to make its L/C Disbursement, purchase its participation or to make any such payment required hereunder. (d) Each Lender may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan to or for the account of such Lender in accordance with the terms of this Agreement.

Disbursements; Funding Reliance; Domicile of Loans. (a) The Each Borrower hereby authorizes the Administrative Agent to disburse the proceeds of each Borrowing it makes in accordance with the terms of any written instructions from any Authorized Officer of the such Borrower, provided that the Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed in an Account Designation Letter. The Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. (b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share its Ratable Share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.2 2.2(b) and may, in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. In such event, if a any Lender has not in fact made its share Ratable Share of the applicable Borrowing available to the Administrative Agent, then the applicable such Lender and the applicable Borrower severally agree (and not jointly) agrees to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the such Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Overnight Rate and a rate determined plus any administrative, processing or similar fees customarily charged by the Administrative Agent in accordance connection with banking industry rules on interbank compensation the foregoing and (ii) in the case of a payment to be made by the applicable Borrower, the Adjusted Base Rate. If the applicable Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the applicable Borrower the amount of such interest paid by the such Borrower for such period. If such Lender pays its share of the applicable Borrowing such amount to the Administrative Agent, then the such amount so paid shall constitute such Lender’s Loan included made on the applicable Borrowing Date and such payment shall absolve any obligation of the applicable Borrower in respect of any demand made under this Section in respect of such BorrowingLoan. Any payment by the any Borrower under this Section 2.3(b) shall be without prejudice to any claim the such Borrower may have against a any Lender that shall have failed to make such payment to the Administrative Agent. (c) The obligations of the Lenders hereunder to make Loans, to fund participations in Swingline Loans and Letters of Credit and Swingline Loans and to make payments pursuant to Section 10.1(c) are several and not joint. The failure of any Lender to make any such Loan, to fund any such its participation or to make any such payment on any date shall not relieve any other Lender of its corresponding obligation, if any, hereunder to do so on such date, but no Lender shall be responsible for the failure of any other Lender to so make its Loan, purchase fund its participation or to make any such payment required hereunder. (d) Each Lender may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan to or for the account of such Lender in accordance with the terms of this Agreement.

Disbursements; Funding Reliance; Domicile of Loans. (a) The Borrower hereby authorizes the Administrative Agent to disburse the proceeds of each Borrowing it makes in accordance with the terms of any written instructions from any Authorized Officer of the Borrower, provided that the Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed in an Account Designation Letter. The Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. (b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share its Ratable Share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.2 2.2(b) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a any Lender has not in fact made its share Ratable Share of the applicable Borrowing available to the Administrative Agent, then the applicable such Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing and (ii) in the case of a payment to be made by the Borrower, the Adjusted Base Rate. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing such amount to the Administrative Agent, then the such amount so paid shall constitute such Lender’s Loan included made on the applicable Borrowing Date and such payment shall absolve any obligation of the Borrower in respect of any demand made under this Section in respect of such BorrowingLoan. Any payment by the Borrower under this Section 2.3(b) shall be without prejudice to any claim the Borrower may have against a any Lender that shall have failed to make such payment to the Administrative Agent. (c) The obligations of the Lenders hereunder to make Loans, to fund participations in Swingline Loans and Letters of Credit and Swingline Loans and to make payments pursuant to Section 10.1(c) are several and not joint. The failure of any Lender to make any such Loan, to fund any such its participation or to make any such payment on any date shall not relieve any other Lender of its corresponding obligation, if any, hereunder to do so on such date, but no Lender shall be responsible for the failure of any other Lender to so make its Loan, purchase fund its participation or to make any such payment required hereunder. (d) Each Lender may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan to or for the account of such Lender in accordance with the terms of this Agreement.

Disbursements; Funding Reliance; Domicile of Loans. (a) The -------------------------------------------------- Borrower hereby authorizes the Administrative Agent to disburse the proceeds of each Borrowing in accordance with the terms of any written instructions from any Authorized Officer of the BorrowerAuthorized Officers, provided that the -------- Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed in an Account Designation Letter. The Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. (b) Unless the Administrative Agent shall have received has received, prior to 1:00 p.m., Charlotte time, on the relevant Borrowing Date, written notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share 's ratable portion, if any, of such the relevant Borrowing, the Administrative Agent may assume that such Lender has made such share portion available to the Administrative Agent in immediately available funds on such date Borrowing Date in accordance with Section 2.2 the applicable provisions of SECTION 2.2, and the Administrative Agent may, in reliance upon such assumption, but shall not be obligated to, make a corresponding amount available to the Borrower a corresponding amounton such Borrowing Date. In If and to the extent that such event, if a Lender has shall not in fact have made its share of the applicable Borrowing such portion available to the Administrative Agent, then the applicable Lender and the Borrower Administrative Agent shall have made such corresponding amount available to the Borrower, such Lender, on the one hand, and the Borrower, on the other, severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount amount, together with interest thereon, thereon for each day from and including the date such amount is made available to the Borrower to but excluding until the date of payment such amount is repaid to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of at the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation Rate, and (ii) in the case of a payment to be made by the Borrower, at the Adjusted Base Raterate of interest applicable at such time to the Class and Type of Loans comprising such Borrowing, as determined under the provisions of SECTION 2.8. If the Borrower and such Lender shall pay such interest repay to the Administrative Agent for the same or an overlapping periodsuch corresponding amount, the Administrative Agent shall promptly remit to the Borrower the such amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s 's Loan included in as part of such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (c) The obligations Borrowing for purposes of the Lenders hereunder to make Loans, to fund participations in Swingline Loans and Letters of Credit and to make payments pursuant to Section 10.1(c) are several and not jointthis Agreement. The failure of any Lender to make any Loan, Loan required to fund be made by it as part of any such participation or to make any such payment on any date Borrowing shall not relieve any other Lender of its corresponding obligation, if any, hereunder to do so on make its Loan as part of such dateBorrowing, but no Lender shall be responsible for the failure of any other Lender to so make its Loan, purchase its participation or the Loan to make be made by such other Lender as part of any such payment required hereunderBorrowing. (dc) Each Lender may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, provided that any -------- exercise of such option shall not affect the obligation of the Borrower to repay such Loan to or for the account of such Lender in accordance with the terms of this Agreement.

Disbursements; Funding Reliance; Domicile of Loans. (a) The Borrower hereby authorizes the Administrative Agent to disburse the proceeds of each Borrowing in accordance with the terms of any written instructions from any Authorized Officer of the BorrowerAuthorized Officers, provided that the Administrative Agent shall not be obligated under -------- any circumstances to forward amounts to any account not listed in an Account Designation Letter. The Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. (b) Unless the Administrative Agent shall have received has received, prior to 1:00 p.m. (Charlotte, North Carolina time) on the relevant Borrowing Date, written notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share 's ratable portion, if any, of such the relevant Borrowing, the Administrative Agent may assume that such Lender has made such share portion available to the Agent in immediately available funds on such date Borrowing Date in accordance with the applicable provisions of Section 2.2 2.2, and the Agent may, in reliance upon such assumption, but shall not be obligated to, make a corresponding amount available to the Borrower a corresponding amounton such Borrowing Date. In If and to the extent that such event, if a Lender has shall not in fact have made its share of the applicable Borrowing such portion available to the Administrative Agent, then the applicable Lender and the Borrower Agent shall have made such corresponding amount available to the Borrower, such Lender, on the one hand, and the Borrower, on the other, severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount amount, together with interest thereon, thereon for each day from and including the date such amount is made available to the Borrower to but excluding until the date of payment such amount is repaid to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of at the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation Rate, and (ii) in the case of a payment to be made by the Borrower, at the Adjusted Base Rate. If the Borrower and rate of interest applicable at such Lender shall pay such interest time to the Administrative Agent for Type of Loans comprising such Borrowing, as determined under the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount provisions of such interest paid by the Borrower for such periodSection 2.8. If such Lender pays its share of the applicable Borrowing shall repay to the Administrative AgentAgent such corresponding amount, then the such amount so paid shall constitute such Lender’s 's Loan included in as part of such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (c) The obligations Borrowing for purposes of the Lenders hereunder to make Loans, to fund participations in Swingline Loans and Letters of Credit and to make payments pursuant to Section 10.1(c) are several and not jointthis Agreement. The failure of any Lender to make any Loan, Loan required to fund be made by it as part of any such participation or to make any such payment on any date Borrowing shall not relieve any other Lender of its corresponding obligation, if any, hereunder to do so on make its Loan as part of such dateBorrowing, but no Lender shall be responsible for the failure of any other Lender to so make its Loan, purchase its participation or the Loan to make be made by such other Lender as part of any such payment required hereunderBorrowing. (dc) Each Lender may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, provided that any exercise of -------- such option shall not affect the obligation of the Borrower to repay such Loan to or for the account of such Lender in accordance with the terms of this Agreement.

Disbursements; Funding Reliance; Domicile of Loans. (a) The Borrower hereby authorizes the Administrative Agent to disburse the proceeds of each Borrowing in accordance with the terms of any written instructions from any Authorized Officer of the BorrowerAuthorized Officers, provided that the Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed in an Account Designation Letter. The Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. (b) Unless the Administrative Agent shall have received has received, prior to 1:00 p.m., Charlotte time, on any Borrowing Date, written notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share its Bid Loan or Pro Rata Share of such Borrowingthe relevant Committed Loan, the Administrative Agent may assume that such Lender has made such share its Loan available to the Agent on such date Borrowing Date in accordance with Section 2.2 the terms of this Agreement, and the Agent may, in reliance upon such assumption, make a corresponding amount available to the Borrower a corresponding amounton such Borrowing Date. In If and to the extent that such event, if a Lender has shall not in fact have made its share of the applicable Borrowing such Loan available to the Administrative Agent, then the applicable Lender and the Borrower Agent shall have made such corresponding amount available to the Borrower, such Lender, on the one hand, and the Borrower, on the other, severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount amount, together with interest thereon, thereon for each day from and including the date such amount is made available to the Borrower to but excluding until the date of payment such amount is repaid to the Administrative Agent, at (i) in the case of a payment to be made by if recovered from such Lender, the greater of at the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation Rate, and (ii) in the case of a payment to be made by if recovered from the Borrower, at the Adjusted Base Rate. If the Borrower and rate of interest applicable to Loans comprising such Lender shall pay such interest to the Administrative Agent for the same or an overlapping periodBorrowing, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such periodas determined under SECTION 2.8. If such Lender pays its share of the applicable Borrowing shall repay to the Administrative AgentAgent such corresponding amount, then the such amount so paid repaid shall constitute such Lender’s 's Loan included in as part of such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative AgentBorrowing for purposes of this Agreement. (c) The obligations of the Lenders hereunder to make Loans, to fund participations in Swingline Loans and Letters of Credit and to make payments pursuant to Section 10.1(c) are several and not joint. The failure of any Lender to make any Loan, Loan required to fund be made by it as part of any such participation or to make any such payment on any date Borrowing shall not relieve any other Lender of its corresponding obligation, if any, obligation hereunder to do so make its Loan on such datethe respective Borrowing Date, but no Lender shall be responsible for the failure of any other Lender to so make its Loan, purchase its participation or the Loan to make be made by such other Lender as part of any such payment required hereunderBorrowing. (d) Each Lender may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, provided that any exercise of such option shall not increase or otherwise adversely affect the obligation of the Borrower to compensate or otherwise make additional payments to such Lender or to repay such Loan to or for the account of such Lender in accordance with the terms of this Agreement.

Disbursements; Funding Reliance; Domicile of Loans. (a) The Borrower hereby authorizes the Administrative Agent to disburse the proceeds of each Borrowing in accordance with the terms of any written instructions from any Authorized Officer of the BorrowerAuthorized Officers, provided that the Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed in an Account Designation Letter. The Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. (b) Unless the Administrative Agent shall have received has received, prior to 1:00 p.m., Charlotte time, on the relevant Borrowing Date, written notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share 's ratable portion of such the relevant Borrowing, the Administrative Agent may assume that such Lender has made such share portion available to the Agent in immediately available funds on such date Borrowing Date in accordance with Section 2.2 the applicable provisions of SECTION 2.2, and the Agent may, in reliance upon such assumption, but shall not be obligated to, make a corresponding amount Execution available to the Borrower a corresponding amounton such Borrowing Date. In If and to the extent that such event, if a Lender has shall not in fact have made its share of the applicable Borrowing such portion available to the Administrative Agent, then the applicable Lender and the Borrower Agent shall have made such corresponding amount available to the Borrower, such Lender, on the one hand, and the Borrower, on the other, severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount amount, together with interest thereon, thereon for each day from and including the date such amount is made available to the Borrower to but excluding until the date of payment such amount is repaid to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of at the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation Rate, and (ii) in the case of a payment to be made by the Borrower, at the Adjusted Base Rate. If the Borrower and rate of interest applicable at such Lender shall pay such interest time to the Administrative Agent for Type of Revolving Loans comprising such Borrowing, as determined under the same or an overlapping periodprovisions of SECTION 2.8; provided, the Administrative Agent that Borrower shall promptly remit not be in default of its obligation to make such repayment to the Borrower Agent if the amount repayment is made within one Business Day of Borrower's receipt of notice of such interest paid by the Borrower for such periodobligation. If such Lender pays its share of the applicable Borrowing shall repay to the Administrative AgentAgent such corresponding amount, then the such amount so paid shall constitute such Lender’s 's Revolving Loan included in as part of such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (c) The obligations Borrowing for purposes of the Lenders hereunder to make Loans, to fund participations in Swingline Loans and Letters of Credit and to make payments pursuant to Section 10.1(c) are several and not jointthis Agreement. The failure of any Lender to make any Loan, Revolving Loan required to fund be made by it as part of any such participation or to make any such payment on any date Borrowing shall not relieve any other Lender of its corresponding obligation, if any, hereunder to do so on make its Revolving Loan as part of such dateBorrowing, but no Lender shall be responsible for the failure of any other Lender to so make its Loan, purchase its participation or the Revolving Loan to make be made by such other Lender as part of any such payment required hereunderBorrowing. (dc) Each Lender may, at its option, make and maintain any Revolving Loan at, to or for the account of any of its Lending Offices, provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Revolving Loan to or for the account of such Lender in accordance with the terms of this Agreement.

Disbursements; Funding Reliance; Domicile of Loans. (a) The Borrower hereby authorizes the Administrative Agent to disburse the proceeds of each Borrowing it makes in accordance with the terms of any written instructions from any Authorized Officer of the Borrower, provided that the Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed in an Account Designation Letter. The Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. (b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share its Ratable Share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.2 2.2(b) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a any Lender has not in fact made its share Ratable Share of the applicable Borrowing available to the Administrative Agent, then the applicable such Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing and (ii) in the case of a payment to be made by the Borrower, the Adjusted Base Rate. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing such amount to the Administrative Agent, then the such amount so paid shall constitute such Lender’s Loan included made on the applicable Borrowing Date and such payment shall absolve any obligation of the Borrower in respect of any demand made under this Section in respect of such BorrowingLoan. Any payment by the Borrower under this Section 2.3(b) shall be without prejudice to any claim the Borrower may have against a any Lender that shall have failed to make such payment to the Administrative Agent. (c) The obligations of the Lenders hereunder to make Loans, to fund participations in Swingline Loans and Letters of Credit and Swingline Loans and to make payments pursuant to Section 10.1(c) are several and not joint. The failure of any Lender to make any such Loan, to fund any such its participation or to make any such payment on any date shall not relieve any other Lender of its corresponding obligation, if any, hereunder to do so on such date, but no Lender shall be responsible for the failure of any other Lender to so make its Loan, purchase fund its participation or to make any such payment required hereunder. (d) Each Lender may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan to or for the account of such Lender in accordance with the 30 11863223v8 24740.00050 terms of this Agreement.

Disbursements; Funding Reliance; Domicile of Loans. (a) The Each Borrower hereby authorizes the Administrative Agent to disburse the proceeds of each Borrowing it makes in accordance with the terms of any written instructions from any Authorized Officer of the such Borrower, ; provided that the Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed in an Account Designation Letter. The Any Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. (b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share Ratable Share of such Borrowing, the Administrative Agent may assume that such Lender has made such share Ratable Share available on such date in accordance with Section 2.2 and maymay (but shall not be so required to), in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. In such event, if a Lender has not in fact made its share Ratable Share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the applicable Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the such Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by the such Borrower, the Adjusted Base Rate. If the such Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the such Borrower the amount of such interest paid by the such Borrower for such period. If such Lender pays its share Ratable Share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the any Borrower shall be without prejudice to any claim the such Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (c) Each Lender may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices; provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan to or for the account of such Lender in accordance with the terms of this Agreement. (d) The obligations of the Lenders hereunder to make Loans, to make L/C Disbursements in respect of Syndicated Letters of Credit, to fund participations in Swingline Loans and Participated Letters of Credit and to make payments pursuant to Section 10.1(c) 11.1 are several and not joint. The failure of any Lender to make any such Loan, to make any such L/C Disbursement, to fund any such participation or to make any such payment on any date shall not relieve any other Lender of its corresponding obligation, if any, hereunder to do so on such date, but no Lender shall be responsible for the failure of any other Lender to so make its Loan, to make its L/C Disbursement, purchase its participation or to make any such payment required hereunder. (d) Each Lender may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan to or for the account of such Lender in accordance with the terms of this Agreement.

Disbursements; Funding Reliance; Domicile of Loans. (a) The -------------------------------------------------- Borrower hereby authorizes the Administrative Agent to disburse the proceeds of each Borrowing in accordance with the terms of any written instructions from any Authorized Officer of the BorrowerAuthorized Officers, provided that the Administrative Agent shall not be -------- obligated under any circumstances to forward amounts to any account not listed in an Account Designation Letter. The Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. (b) Unless the Administrative Agent shall have received has received, prior to 1:00 p.m., Charlotte time, on the relevant Borrowing Date, written notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share 's ratable portion, if any, of such the relevant Borrowing, the Administrative Agent may assume that such Lender has made such share portion available to the Administrative Agent in immediately available funds on such date Borrowing Date in accordance with the applicable provisions of Section 2.2 2.2, and the Administrative Agent may, in reliance upon such assumption, but shall not be obligated to, make a corresponding amount available to the Borrower a corresponding amounton such Borrowing Date. In If and to the extent that such event, if a Lender has shall not in fact have made its share of the applicable Borrowing such portion available to the Administrative Agent, then the applicable Lender and the Borrower Administrative Agent shall have made such corresponding amount available to the Borrower, such Lender, on the one hand, and the Borrower, on the other, severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount amount, together with interest thereon, thereon for each day from and including the date such amount is made available to the Borrower to but excluding until the date of payment such amount is repaid to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of at the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation Rate, and (ii) in the case of a payment to be made by the Borrower, at the Adjusted Base Raterate of interest applicable at such time to the Type and Class of Loans comprising such Borrowing, as determined under the provisions of Section 2.8. If the Borrower and such Lender shall pay such interest repay to the Administrative Agent for the same or an overlapping periodsuch corresponding amount, the Administrative Agent shall promptly remit to the Borrower the such amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s 's Loan included in as part of such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (c) The obligations Borrowing for purposes of the Lenders hereunder to make Loans, to fund participations in Swingline Loans and Letters of Credit and to make payments pursuant to Section 10.1(c) are several and not jointthis Agreement. The failure of any Lender to make any Loan, Loan required to fund be made by it as part of any such participation or to make any such payment on any date Borrowing shall not relieve any other Lender of its corresponding obligation, if any, hereunder to do so on make its Loan as part of such dateBorrowing, but no Lender shall be responsible for the failure of any other Lender to so make its Loan, purchase its participation or the Loan to make be made by such other Lender as part of any such payment required hereunderBorrowing. (dc) Each Lender may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, provided that any exercise of -------- such option shall not affect the obligation of the Borrower to repay such Loan to or for the account of such Lender in accordance with the terms of this Agreement.

Disbursements; Funding Reliance; Domicile of Loans. (a) The Borrower hereby authorizes the Administrative Agent to disburse the proceeds of each Borrowing in accordance with the terms of any written instructions from any Authorized Officer of the Borrower, provided that the Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed in an Account Designation Letter. The Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. (b) Unless the Administrative Agent shall have received has received, prior to 1:00 p.m., Charlotte time, on the relevant Borrowing Date, written notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share ratable portion, if any, of such the relevant Borrowing, the Administrative Agent may assume that such Lender has made such share portion available to the Administrative Agent in immediately available funds on such date Borrowing Date in accordance with the applicable provisions of Section 2.2 2.2, and the Administrative Agent may, in reliance upon such assumption, but shall not be obligated to, make a corresponding amount available to the Borrower a corresponding amounton such Borrowing Date. In If and to the extent that such event, if a Lender has shall not in fact have made its share of the applicable Borrowing such portion available to the Administrative Agent, then the applicable Lender and the Borrower Administrative Agent shall have made such corresponding amount available to the Borrower, such Lender, on the one hand, and the Borrower, on the other, severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount amount, together with interest thereon, thereon for each day from and including the date such amount is made available to the Borrower to but excluding until the date of payment such amount is repaid to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of at the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation Rate, and (ii) in the case of a payment to be made by the Borrower, at the Adjusted Base Raterate of interest applicable at such time to the Type and Class of Loans comprising such Borrowing, as determined under the provisions of Section 2.8. If the Borrower and such Lender shall pay such interest repay to the Administrative Agent for the same or an overlapping periodsuch corresponding amount, the Administrative Agent shall promptly remit to the Borrower the such amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in as part of such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (c) The obligations Borrowing for purposes of the Lenders hereunder to make Loans, to fund participations in Swingline Loans and Letters of Credit and to make payments pursuant to Section 10.1(c) are several and not jointthis Agreement. The failure of any Lender to make any Loan, Loan required to fund be made by it as part of any such participation or to make any such payment on any date Borrowing shall not relieve any other Lender of its corresponding obligation, if any, hereunder to do so on make its Loan as part of such dateBorrowing, but no Lender shall be responsible for the failure of any other Lender to so make its Loan, purchase its participation or the Loan to make be made by such other Lender as part of any such payment required hereunderBorrowing. (dc) Each Lender may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan to or for the account of such Lender in accordance with the terms of this Agreement.

Disbursements; Funding Reliance; Domicile of Loans. (a) The Borrower hereby authorizes the Administrative Agent to disburse the proceeds of each Borrowing in accordance with the terms of any written instructions from any Authorized Officer of the BorrowerAuthorized Officers, provided PROVIDED that the Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed in an Account Designation Letter. The Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. (b) Unless the Administrative Agent shall have received has received, prior to 2:00 p.m., Charlotte time, on the relevant Borrowing Date, written notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share 's ratable portion of such the relevant Borrowing, the Administrative Agent may assume that such Lender has made such share portion available to the Administrative Agent in immediately available funds on such date Borrowing Date in accordance with Section 2.2 the applicable provisions of SECTION 2.2, and the Administrative Agent may, in reliance upon such assumption, but shall not be obligated to, make a corresponding amount available to the Borrower a corresponding amounton such Borrowing Date. In If and to the extent that such event, if a Lender has shall not in fact have made its share of the applicable Borrowing such portion available to the Administrative Agent, then the applicable Lender and the Borrower Administrative Agent shall have made such corresponding amount available to the Borrower, such Lender, on the one hand, and the Borrower, on the other, severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount amount, together with interest thereon, thereon for each day from and including the date such amount is made available to the Borrower to but excluding until the date of payment such amount is repaid to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of at the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation Rate, and (ii) in the case of a payment to be made by the Borrower, at the Adjusted Base Raterate of interest applicable at such time to the Type of Loans comprising such Borrowing, as determined under the provisions of SECTION 2.8. If the Borrower and such Lender shall pay such interest repay to the Administrative Agent for the same or an overlapping periodsuch corresponding amount, the Administrative Agent shall promptly remit to the Borrower the such amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s 's Loan included in as part of such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (c) The obligations Borrowing for purposes of the Lenders hereunder to make Loans, to fund participations in Swingline Loans and Letters of Credit and to make payments pursuant to Section 10.1(c) are several and not jointthis Agreement. The failure of any Lender to make any Loan, Loan required to fund be made by it as part of any such participation or to make any such payment on any date Borrowing shall not relieve any other Lender of its corresponding obligation, if any, hereunder to do so on make its Loan as part of such dateBorrowing, but no Lender shall be responsible for the failure of any other Lender to so make its Loan, purchase its participation or the Loan to make be made by such other Lender as part of any such payment required hereunderBorrowing. (dc) Each Lender may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, provided PROVIDED that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan to or for the account of such Lender in accordance with the terms of this Agreement.

Disbursements; Funding Reliance; Domicile of Loans. (a) The Borrower hereby authorizes the Administrative Agent to disburse the proceeds of each Borrowing in accordance with the terms of any written instructions from any Authorized Officer of the Borrower, ; provided that the Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed in an Account Designation Letter. The Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. (b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.2 2.2(c) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by the Borrower, the Adjusted Base Raterate applicable to such Loan. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (c) The obligations of the Lenders hereunder to make Loans, to fund participations in Swingline Loans and Letters of Credit and to make payments pursuant to Section 10.1(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation Loan or to make any such payment on any date shall not relieve any other Lender of its corresponding obligation, if any, hereunder to do so on such date, but no Lender shall be responsible for the failure of any other Lender to so make its Loan, purchase its participation or to make any such payment required hereunder. (d) Each Lender may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, ; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan to or for the account of such Lender in accordance with the terms of this Agreement.

Disbursements; Funding Reliance; Domicile of Loans. (a) The Borrower hereby authorizes the Administrative Agent to disburse the proceeds of each Borrowing in accordance with the terms of any written instructions from any Authorized Officer of the Borrower, provided that the Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed in an Account Designation Letter. The Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. (b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.2 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by the Borrower, the Adjusted Base Rate. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (c) The obligations of the Lenders hereunder to make Loans, to fund participations in Swingline Loans and Letters of Credit and to make payments pursuant to Section 10.1(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation Loan or to make any such payment on any date shall not relieve any other Lender of its corresponding obligation, if any, hereunder to do so on such date, but no Lender shall be responsible for the failure of any other Lender to so make its Loan, purchase its participation Loan or to make any such payment required hereunder. (d) Each Lender may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan to or for the account of such Lender in accordance with the terms of this Agreement.

Disbursements; Funding Reliance; Domicile of Loans. (a) The Each Borrower hereby authorizes the Administrative Agent and each Correspondent to disburse the proceeds of each Borrowing in accordance with the terms of any written instructions from any of its Authorized Officer of the BorrowerOfficers, provided that neither the Administrative Agent nor any Correspondent shall not be obligated under any circumstances to forward amounts to any account not listed in an Account Designation Letter. The Each Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. (b) Unless the Administrative Agent shall have received has received, prior to the applicable funding deadline as set forth in SECTION 2.2(C) or SECTION 2.2(E), on the relevant Borrowing Date, written notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share 's ratable portion (if any) of such the relevant Borrowing, the Administrative Agent may assume that such Lender has made such share portion available to the Administrative Agent in immediately available funds on such date Borrowing Date in accordance with Section 2.2 the applicable provisions of SECTION 2.2(C) or SECTION 2.2(E), as the case may be, and the Administrative Agent may, in reliance upon such assumption, but shall not be obligated to, make a corresponding amount available to the applicable Borrower a corresponding amounton such Borrowing Date. In If and to the extent that such event, if a Lender has shall not in fact have made its share of the applicable Borrowing such portion available to the Administrative Agent, then and the Administrative Agent shall have made such corresponding amount available to the applicable Lender Borrower, such Lender, on the one hand, and the Borrower applicable Borrower, on the other, severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount amount, together with interest thereon, thereon for each day from and including the date such amount is made available to the applicable Borrower to but excluding until the date of payment such amount is repaid to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater (y) with respect to any Borrowing of Dollar Revolving Loans, at the Federal Funds Rate Rate, and a rate determined by (z) with respect to any Borrowing of Foreign Currency Revolving Loans, at the Administrative Agent in accordance with banking industry rules on interbank compensation Agent's average daily cost of carrying such amount, and (ii) in the case of a payment to be made by the such Borrower, at the Adjusted Base Raterate of interest applicable at such time to the Type of Loans comprising such Borrowing, as determined under the provisions of SECTION 2.8. If the Borrower and such Lender shall pay such interest repay to the Administrative Agent for the same or an overlapping periodsuch corresponding amount, the Administrative Agent shall promptly remit to the Borrower the such amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s 's Loan included in as part of such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (c) The obligations Borrowing for purposes of the Lenders hereunder to make Loans, to fund participations in Swingline Loans and Letters of Credit and to make payments pursuant to Section 10.1(c) are several and not jointthis Agreement. The failure of any Lender to make any Loan, Loan required to fund be made by it as part of any such participation or to make any such payment on any date Borrowing shall not relieve any other Lender of its corresponding obligation, if any, hereunder to do so on make its Loan as part of such dateBorrowing, but no Lender shall be responsible for the failure of any other Lender to so make its Loan, purchase its participation or the Loan to make any be made by such payment required hereunder. (d) Each other Lender may, at its option, make and maintain any Loan at, to or for the account as part of any of its Lending Offices, provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan to or for the account of such Lender in accordance with the terms of this AgreementBorrowing.

Disbursements; Funding Reliance; Domicile of Loans. (a) The Each Borrower hereby authorizes the Administrative Agent to disburse the proceeds of each Borrowing it makes in accordance with the terms of any written instructions from any Authorized Officer of the such Borrower, ; provided that the Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed in an Account Designation Letter. The Any Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. (b) Unless the Administrative Agent shall have received notice from a Tranche 1 Lender prior to the proposed date of any Borrowing that such Tranche 1 Lender will not make available to the Administrative Agent such Tranche 1 Lender’s share Tranche 1 Ratable Share of such Borrowing, the Administrative Agent may assume that such Tranche 1 Lender has made such share Ratable Share available on such date in accordance with Section 2.2 and maymay (but shall not be so required to), in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. In such event, if a Tranche 1 Lender has not in fact made its share Ratable Share of the applicable Borrowing available to the Administrative Agent, then the applicable Tranche 1 Lender and the applicable Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the such Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Tranche 1 Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by the such Borrower, the Adjusted Base Rate. If the such Borrower and such Tranche 1 Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the such Borrower the amount of such interest paid by the such Borrower for such period. If such Tranche 1 Lender pays its share Tranche 1 Ratable Share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Tranche 1 Lender’s Loan included in such Borrowing. Any payment by the any Borrower shall be without prejudice to any claim the such Borrower may have against a Tranche 1 Lender that shall have failed to make such payment to the Administrative Agent. (c) Each Tranche 1 Lender may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices; provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan to or for the account of such Tranche 1 Lender in accordance with the terms of this Agreement. (d) The obligations of the Lenders hereunder to make Loans, to make L/C Disbursements in respect of Syndicated Letters of Credit, to fund participations in Swingline Loans and Participated Letters of Credit and to make payments pursuant to Section 10.1(c) 11.1 are several and not joint. The failure of any Lender to make any such Loan, to make any such L/C Disbursement, to fund any such participation or to make any such payment on any date shall not relieve any other Lender of its corresponding obligation, if any, hereunder to do so on such date, but no Lender shall be responsible for the failure of any other Lender to so make its Loan, to make its L/C Disbursement, purchase its participation or to make any such payment required hereunder. (d) Each Lender may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan to or for the account of such Lender in accordance with the terms of this Agreement.

Disbursements; Funding Reliance; Domicile of Loans. (a) The Each Borrower hereby authorizes the Administrative Agent to disburse the proceeds of each Borrowing it makes in accordance with the terms of any written instructions from any Authorized Officer of the such Borrower, ; provided that the Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed in an Account Designation LetterLetter or to any account that is not with a bank located in the United States. The Any Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. (b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share Ratable Share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.2 and maymay (but shall not be so required to), in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the applicable Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the such Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by the such Borrower, the Adjusted Base Rate. If the such Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the such Borrower the amount of such interest paid by the such Borrower for such period. If such Lender pays its share Ratable Share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Revolving Loan included in such Borrowing. Any payment by the any Borrower shall be without prejudice to any claim the such Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (c) Each Lender may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, provided that any exercise of such option shall not affect any obligations of the applicable Borrower to repay such Loan to or for the account of such Lender or otherwise to make payment in accordance with the terms of this Agreement. (d) The obligations of the Lenders hereunder to make Loans, to fund participations in Swingline Revolving Loans and Letters of Credit and to make payments pursuant to Section 10.1(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any such payment Revolving Loan on any date shall not relieve any other Lender of its corresponding obligation, if any, hereunder to do so on such date, but no Lender shall be responsible for the failure of any other Lender to so make its Loan, purchase its participation or to make any such payment required Revolving Loan hereunder. (d) Each Lender may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan to or for the account of such Lender in accordance with the terms of this Agreement.

Disbursements; Funding Reliance; Domicile of Loans. (a) The Each Borrower hereby authorizes the Administrative Agent to disburse the proceeds of each Borrowing it makes in accordance with the terms of any written instructions from any Authorized Officer of the Borrower, such Xxxxxxxx; provided that the Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed in an Account Designation Letter. The Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. (b) Unless the Administrative Agent shall have received has received, prior to 1:00 p.m. on the relevant Borrowing Date, written notice from a Tranche 1 Lender prior to the proposed date of any Borrowing that such Tranche 1 Lender will not make available to the Administrative Agent such Tranche 1 Lender’s 's share of such Borrowing, the Administrative Agent may assume that such Tranche 1 Lender has made such share available to the Administrative Agent in immediately available funds on such date Borrowing Date in accordance with the applicable provisions of Section 2.2 2.2, and the Administrative Agent may, in reliance upon such assumption, but shall not be obligated to, make a corresponding amount available to the applicable Borrower a corresponding amounton such Borrowing Date. In If and to the extent that such event, if a Tranche 1 Lender has shall not in fact have made its share of the applicable Borrowing available to the Administrative Agent, then and the Administrative Agent shall have made such corresponding amount available to the applicable Lender Borrower, such Tranche 1 Lender, on the one hand, and such Borrower, on the Borrower other, severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount amount, together with interest thereon, thereon for each day from and including the date such amount is made available to the such Borrower to but excluding the date of payment such amount is repaid to the Administrative Agent, at (i) in the case of a payment to be made by such Tranche 1 Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by the such Borrower, at the Adjusted Base Raterate of interest applicable at such time to the Type of Loans comprising such Borrowing, as determined under the provisions of Section 2.8. If the Borrower and such Tranche 1 Lender shall pay such interest repay to the Administrative Agent for the same or an overlapping periodsuch corresponding amount, the Administrative Agent shall promptly remit to the Borrower the such amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Tranche 1 Lender’s 's Loan included in such Borrowing. The failure of any Tranche 1 Lender to make any Loan required to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan as part of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender as part of any Borrowing. Any payment by the applicable Borrower shall be without prejudice to any claim the such Borrower may have against a Tranche 1 Lender that shall have failed to make such payment to the Administrative Agent. (c) The obligations of the Lenders hereunder to make Loans, to fund participations in Swingline Loans and Letters of Credit and to make payments pursuant to Section 10.1(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any such payment on any date shall not relieve any other Lender of its corresponding obligation, if any, hereunder to do so on such date, but no Lender shall be responsible for the failure of any other Lender to so make its Loan, purchase its participation or to make any such payment required hereunder. (d) Each Tranche 1 Lender may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, ; provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan to or for the account of such Tranche 1 Lender in accordance with the terms of this Agreement. (d) Each Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. 8470562v6 24740.00061

Disbursements; Funding Reliance; Domicile of Loans. (a) The Borrower hereby authorizes the Administrative Agent to disburse the proceeds of each Borrowing in accordance with the terms of any written instructions from any Authorized Officer of the Borrower, ; provided that the Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed in an Account Designation Letter. The Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. (b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such LenderLxxxxx’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.2 2.2(c) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by the Borrower, the Adjusted Base Raterate applicable to such Loan. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (c) The obligations of the Lenders hereunder to make Loans, to fund participations in Swingline Loans and Letters of Credit and to make payments pursuant to Section 10.1(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation Loan or to make any such payment on any date shall not relieve any other Lender of its corresponding obligation, if any, hereunder to do so on such date, but no Lender shall be responsible for the failure of any other Lender to so make its Loan, purchase its participation or to make any such payment required hereunder. (d) Each Lender may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, ; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan to or for the account of such Lender in accordance with the terms of this Agreement.

Disbursements; Funding Reliance; Domicile of Loans. (a) The Each Borrower hereby authorizes the Administrative Agent to disburse the proceeds of each Borrowing in accordance with the terms of any written instructions from any Authorized Officer of the Xxxxxxxx or such Borrower, ; provided that the Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed in an Account Designation Letter. The Each Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. (b) Unless the Administrative Agent shall have received notice from a Lender (x) in the case of a Borrowing comprising Base Rate Loans, two hours prior to the proposed time of such Borrowing, or (y) otherwise, prior to the proposed date of any Borrowing Borrowing, that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.2 or 3.5, as applicable, and may, in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable such Lender and the applicable Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the such Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation compensation, and (ii) in the case of a payment to be made by the such Borrower, the Adjusted Base Rate. If the applicable Borrower and such the applicable Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the such Borrower the amount of such interest paid by the such Borrower for such period. If such the applicable Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the applicable Borrower shall be without prejudice to any claim the such Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (c) The obligations of the Lenders hereunder to make Loans, to fund participations in Swingline Loans and Letters of Credit and Swingline Loans and to make payments pursuant to Section 10.1(c11.1(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any such payment on any date shall not relieve any other Lender of its corresponding obligation, if any, hereunder to do so on such date, but no Lender shall be responsible for the failure of any other Lender to so make its Loan, purchase fund its participation or to make any such payment required hereunder. (d) Each Lender may, at its option, subject to Section 2.19, make and maintain any Loan at, to or for the account of any of its Lending Offices, ; provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan to or for the account of such Lender in accordance with the terms of this Agreement.

Disbursements; Funding Reliance; Domicile of Loans. (a) The Borrower hereby authorizes the Administrative Agent to disburse the proceeds of each Borrowing in accordance with the terms of any written instructions from any Authorized Officer of the BorrowerAuthorized Officers, provided that the Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed in an Account Designation Letter. The Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. (b) Unless the Administrative Agent shall have received has received, prior to 1:00 p.m., Charlotte time, on any Borrowing Date, written notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share its Bid Loan or Pro Rata Share of such Borrowingthe relevant Committed Loan, the Administrative Agent may assume that such Lender has made such share its Loan available to the Administrative Agent on such date Borrowing Date in accordance with Section 2.2 the terms of this Agreement, and the Administrative Agent may, in reliance upon such assumption, make a corresponding amount available to the Borrower a corresponding amounton such Borrowing Date. In If and to the extent that such event, if a Lender has shall not in fact have made its share of the applicable Borrowing such Loan available to the Administrative Agent, then the applicable Lender and the Borrower Administrative Agent shall have made such corresponding amount available to the Borrower, such Lender, on the one hand, and the Borrower, on the other, severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount amount, together with interest thereon, thereon for each day from and including the date such amount is made available to the Borrower to but excluding until the date of payment such amount is repaid to the Administrative Agent, at (i) in the case of a payment to be made by if recovered from such Lender, the greater of at the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation Rate, and (ii) in the case of a payment to be made by if recovered from the Borrower, at the Adjusted Base Raterate of interest applicable to the Class and Type of Loans comprising such Borrowing, as determined under SECTION 2.8. If the Borrower and such Lender shall pay such interest repay to the Administrative Agent for the same or an overlapping periodsuch corresponding amount, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid repaid shall constitute such Lender’s 's Loan included in as part of such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative AgentBorrowing for purposes of this Agreement. (c) The obligations of the Lenders hereunder to make Loans, to fund participations in Swingline Loans and Letters of Credit and to make payments pursuant to Section 10.1(c) are several and not joint. The failure of any Lender to make any Loan, Loan required to fund be made by it as part of any such participation or to make any such payment on any date Borrowing shall not relieve any other Lender of its corresponding obligation, if any, obligation hereunder to do so make its Loan on such datethe respective Borrowing Date, but no Lender shall be responsible for the failure of any other Lender to so make its Loan, purchase its participation or the Loan to make be made by such other Lender as part of any such payment required hereunderBorrowing. (d) Each Lender may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, provided that any exercise of such option shall not increase or otherwise adversely affect the obligation of the Borrower to compensate or otherwise make additional payments to such Lender or to repay such Loan to or for the account of such Lender in accordance with the terms of this Agreement.

Disbursements; Funding Reliance; Domicile of Loans. (a) The Each Borrower hereby authorizes the Administrative Agent and each Correspondent to disburse the proceeds of each Borrowing in accordance with the terms of any written instructions from any of its Authorized Officer of the BorrowerOfficers, provided that neither the Administrative Agent nor any Correspondent shall not be obligated under any circumstances to forward amounts to any account not listed in an Account Designation Letter. The Each Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. (b) Unless the Administrative Agent shall have received has received, prior to the applicable funding deadline as set forth in SECTION 2.2(C), on the relevant Borrowing Date, written notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share 's ratable portion of such the relevant Borrowing, the Administrative Agent may assume that such Lender has made such share portion available to the Agent in immediately available funds on such date Borrowing Date in accordance with Section 2.2 the applicable provisions of SECTION 2.2(C), and the Agent may, in reliance upon such assumption, but shall not be obligated to, make a corresponding amount available to the applicable Borrower a corresponding amounton such Borrowing Date. In If and to the extent that such event, if a Lender has shall not in fact have made its share of the applicable Borrowing such portion available to the Administrative Agent, then and the Agent shall have made such corresponding amount available to the applicable Lender Borrower, such Lender, on the one hand, and the Borrower applicable Borrower, on the other, severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount amount, together with interest thereon, thereon for each day from and including the date such amount is made available to the applicable Borrower to but excluding until the date of payment such amount is repaid to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater (y) with respect to any Borrowing of Dollar Loans, at the Federal Funds Rate Rate, and a rate determined by (z) with respect to any Borrowing of Foreign Currency Loans, at the Administrative Agent in accordance with banking industry rules on interbank compensation Agent's average daily cost of carrying such amount, and (ii) in the case of a payment to be made by the such Borrower, at the Adjusted Base Rate. If the Borrower and rate of interest applicable at such Lender shall pay such interest time to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount Type of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in Loans comprising such Borrowing. Any payment by , as determined under the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agentprovisions of SECTION 2. (c) The obligations of the Lenders hereunder to make Loans, to fund participations in Swingline Loans and Letters of Credit and to make payments pursuant to Section 10.1(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any such payment on any date shall not relieve any other Lender of its corresponding obligation, if any, hereunder to do so on such date, but no Lender shall be responsible for the failure of any other Lender to so make its Loan, purchase its participation or to make any such payment required hereunder. (d) Each Lender may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan to or for the account of such Lender in accordance with the terms of this Agreement.

Disbursements; Funding Reliance; Domicile of Loans. (a) The Borrower Borrowers hereby authorizes authorize the Administrative Agent to disburse the proceeds of each Borrowing in accordance with the terms of any written instructions from any an Authorized Officer of the each Borrower, ; provided that the Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed in an Account Designation Letter. The Borrower Borrowers may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. (b) Unless the Administrative Agent shall have received has received, prior to 1:00 p.m. on the relevant Borrowing Date, written notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share 's ratable portion of such the relevant Borrowing, the Administrative Agent may assume that such Lender has made such share portion available to the Agent in immediately available funds on such date Borrowing Date in accordance with the applicable provisions of Section 2.2 2.2, and the Agent may, in reliance upon such assumption, but shall not be obligated to, make a corresponding amount available to the Borrower a corresponding amountBorrowers on such Borrowing Date. In If and to the extent that such event, if a Lender has shall not in fact have made its share of the applicable Borrowing such portion available to the Administrative Agent, then the applicable Lender and the Borrower Agent shall have made such corresponding amount available to the Borrowers, such Lender, on the one hand, and the Borrowers, on the other, severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount amount, together with interest thereon, thereon for each day from and including the date such amount is made available to the Borrower to but excluding Borrowers until the date of payment such amount is repaid to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of at the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation Rate, and (ii) in the case of a payment to be made by the BorrowerBorrowers, at the Adjusted Base Rate. If the Borrower and rate of interest applicable at such Lender shall pay such interest time to the Administrative Agent for Type of Loans comprising such Borrowing, as determined under the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount provisions of such interest paid by the Borrower for such periodSection 2.8. If such Lender pays its share of the applicable Borrowing shall repay to the Administrative AgentAgent such corresponding amount, then the such amount so paid shall constitute such Lender’s 's Loan included in as part of such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (c) The obligations Borrowing for purposes of the Lenders hereunder to make Loans, to fund participations in Swingline Loans and Letters of Credit and to make payments pursuant to Section 10.1(c) are several and not jointthis Agreement. The failure of any Lender to make any Loan, Loan required to fund be made by it as part of any such participation or to make any such payment on any date Borrowing shall not relieve any other Lender of its corresponding obligation, if any, hereunder to do so on make its Loan as part of such dateBorrowing, but no Lender shall be responsible for the failure of any other Lender to so make its Loan, purchase its participation or the Loan to make be made by such other Lender as part of any such payment required hereunderBorrowing. (dc) Each Lender may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, ; provided that any exercise of such option shall not affect the obligation of the Borrower Borrowers to repay such Loan Loans to or for the account of such Lender in accordance with the terms of this Agreement.

Disbursements; Funding Reliance; Domicile of Loans. (a) The Borrower hereby authorizes the Administrative Agent to disburse the proceeds of each Borrowing in accordance with the terms of any written instructions from any Authorized Officer of the BorrowerAuthorized Officers, provided that the Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed in an Account Designation Letter. The Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. (b) Unless the Administrative Agent shall have received has received, prior to 2:00 p.m., Charlotte, North Carolina time, on the relevant Borrowing Date, written notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share ratable portion, if any, of such the relevant Borrowing, the Administrative Agent may assume that such Lender has made such share portion available to the Administrative Agent in immediately available funds on such date Borrowing Date in accordance with the applicable provisions of Section 2.2 2.2, and the Administrative Agent may, in reliance upon such assumption, but shall not be obligated to, make a corresponding amount available to the Borrower a corresponding amounton such Borrowing Date. In If and to the extent that such event, if a Lender has shall not in fact have made its share of the applicable Borrowing such portion available to the Administrative Agent, then the applicable Lender and the Borrower Administrative Agent shall have made such corresponding amount available to the Borrower, such Lender, on the one hand, and the Borrower, on the other, severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount amount, together with interest thereon, thereon for each day from and including the date such amount is made available to the Borrower to but excluding until the date of payment such amount is repaid to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of at the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation Rate, and (ii) in the case of a payment the Borrower (without duplication), at the rate of interest applicable at such time to be made by the BorrowerType and Class of Loans comprising such Borrowing, as determined under the Adjusted Base Rateprovisions of Section 2.8. If the Borrower and such Lender shall pay such interest repay to the Administrative Agent for the same or an overlapping periodsuch corresponding amount, the Administrative Agent shall promptly remit to the Borrower the such amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in as part of such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (c) The obligations Borrowing for purposes of the Lenders hereunder to make Loans, to fund participations in Swingline Loans and Letters of Credit and to make payments pursuant to Section 10.1(c) are several and not jointthis Agreement. The failure of any Lender to make any Loan, Loan required to fund be made by it as part of any such participation or to make any such payment on any date Borrowing shall not relieve any other Lender of its corresponding obligation, if any, hereunder to do so on make its Loan as part of such dateBorrowing, but no Lender shall be responsible for the failure of any other Lender to so make its Loan, purchase its participation or the Loan to make be made by such other Lender as part of any such payment required hereunderBorrowing. (dc) Each Lender may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan to or for the account of such Lender in accordance with the terms of this Agreement.

Disbursements; Funding Reliance; Domicile of Loans. (a) The Borrower hereby authorizes the Administrative Agent to disburse the proceeds of each Borrowing in accordance with the terms of any Notice of Borrowing or other written instructions from any Authorized Responsible Officer of the Borrower, provided that the Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed in an Account Designation Letter. The Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. (b) Unless the Administrative Agent shall have received has received, prior to 10:00 a.m. on the relevant Borrowing Date, written notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such LenderXxxxxx’s share ratable portion, if any, of such the relevant Borrowing, the Administrative Agent may assume that such Lender has made such share portion available to the Administrative Agent in immediately available funds on such date Borrowing Date in accordance with the applicable provisions of Section 2.2 2.02, and the Administrative Agent may, in reliance upon such assumption, but shall not be obligated to, make a corresponding amount available to the Borrower a corresponding amounton such Borrowing Date. In If and to the extent that such event, if a Lender has shall not in fact have made its share of the applicable Borrowing such portion available to the Administrative Agent, then the applicable Lender and the Borrower Administrative Agent shall have made such corresponding amount available to the Borrower, such Lender, on the one hand, and the Borrower, on the other, severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount amount, together with interest thereon, thereon for each day from and including the date such amount is made available to the Borrower to but excluding until the date of payment such amount is repaid to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of at the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation Rate; and (ii) in the case of a payment to be made by the Borrower, at the Adjusted Base Raterate of interest applicable at such time to the Type and Class of Loans comprising such Borrowing, as determined under the provisions of Section 2.08. If the Borrower and such Lender shall pay such interest repay to the Administrative Agent for the same or an overlapping periodsuch corresponding amount, the Administrative Agent shall promptly remit to the Borrower the such amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in as part of such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (c) The obligations Borrowing for purposes of the Lenders hereunder to make Loans, to fund participations in Swingline Loans and Letters of Credit and to make payments pursuant to Section 10.1(c) are several and not jointthis Agreement. The failure of any Lender to make any Loan, Loan required to fund be made by it as part of any such participation or to make any such payment on any date Borrowing shall not relieve any other Lender of its corresponding obligation, if any, hereunder to do so on make its Loan as part of such dateBorrowing, but but, except as otherwise provided herein, no Lender shall be responsible for the failure of any other Lender to so make its Loan, purchase its participation or the Loan to make any be made by such payment required hereunder. (d) Each other Lender may, at its option, make and maintain any Loan at, to or for the account as part of any of its Lending Offices, provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan to or for the account of such Lender in accordance with the terms of this AgreementBorrowing.

Disbursements; Funding Reliance; Domicile of Loans. (a) The Each Borrower hereby authorizes the Administrative Agent to disburse the proceeds of each Borrowing in accordance with the terms of any written instructions from any Authorized Officer of the Borrower, provided that the Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed in an Account Designation Letter. The Each Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. (b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.2 and may, in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by the applicable Borrower, the Adjusted Base Rate. If the such Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the a Borrower shall be without prejudice to any claim the Borrower Borrowers may have against a Lender that shall have failed to make such payment to the Administrative Agent. (c) The obligations of the Lenders hereunder to make Loans, to fund participations in Swingline Loans and Letters of Credit and to make payments pursuant to Section 10.1(c11.1(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation Loan or to make any such payment on any date shall not relieve any other Lender of its corresponding obligation, if any, hereunder to do so on such date, but no Lender shall be responsible for the failure of any other Lender to so make its Loan, purchase its participation or to make any such payment required hereunder. (d) Each Lender may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan to or for the account of such Lender in accordance with the terms of this Agreement.

Disbursements; Funding Reliance; Domicile of Loans. (a) The Borrower hereby authorizes the Administrative Agent to disburse the proceeds of each Borrowing in accordance with the terms of any written instructions from any Authorized Officer of the Borrower, Authorized Officers; provided that the Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed in an Account Designation Letter. The Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. (b) Unless the Administrative Agent shall have received has received, prior to 1:00 p.m., Charlotte time, on the relevant Borrowing Date, written notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share ratable portion of such the relevant Borrowing, the Administrative Agent may assume that such Lender has made such share portion available to the Administrative Agent in immediately available funds on such date Borrowing Date in accordance with the applicable provisions of Section 2.2 2.2, and the Administrative Agent may, in reliance upon such assumption, but shall not be obligated to, make a corresponding amount available to the Borrower a corresponding amounton such Borrowing Date. In If and to the extent that such event, if a Lender has shall not in fact have made its share of the applicable Borrowing such portion available to the Administrative Agent, then the applicable Lender and the Borrower Administrative Agent shall have made such corresponding amount available to the Borrower, such Lender, on the one hand, and the Borrower, on the other, severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount amount, together with interest thereon, thereon for each day from and including the date such amount is made available to the Borrower to but excluding until the date of payment such amount is repaid to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of at the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation Rate, and (ii) in the case of a payment to be made by the Borrower, at the Adjusted Base Raterate of interest applicable at such time to the Type of Loans comprising such Borrowing, as determined under the provisions of Section 2.7. If the Borrower and such Lender shall pay such interest repay to the Administrative Agent for the same or an overlapping periodsuch corresponding amount, the Administrative Agent shall promptly remit to the Borrower the such amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in as part of such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (c) The obligations Borrowing for purposes of the Lenders hereunder to make Loans, to fund participations in Swingline Loans and Letters of Credit and to make payments pursuant to Section 10.1(c) are several and not jointthis Agreement. The failure of any Lender to make any Loan, Loan required to fund be made by it as part of any such participation or to make any such payment on any date Borrowing shall not relieve any other Lender of its corresponding obligation, if any, hereunder to do so on make its Loan as part of such dateBorrowing, but no Lender shall be responsible for the failure of any other Lender to so make its Loan, purchase its participation or the Loan to make be made by such other Lender as part of any such payment required hereunderBorrowing. (dc) Each Lender may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, ; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan to or for the account of such Lender in accordance with the terms of this Agreement. (d) The Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter.

Disbursements; Funding Reliance; Domicile of Loans. (a) The Each Borrower hereby authorizes the Administrative Agent to disburse the proceeds of each Borrowing in accordance with the terms of any written instructions from any Authorized Officer of the Borrower, provided that the Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed in an Account Designation Letter. The Each Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. (b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s Xxxxxx's share of such Borrowing, the Administrative Agent may assume that such Lender Xxxxxx has made such share available on such date in accordance with Section 2.2 and may, in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by the applicable Borrower, the Adjusted Base Rate. If the such Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s 's Loan included in such Borrowing. Any payment by the a Borrower shall be without prejudice to any claim the Borrower Borrowers may have against a Lender that shall have failed to make such payment to the Administrative Agent. (c) The obligations of the Lenders hereunder to make Loans, to fund participations in Swingline Loans and Letters of Credit and to make payments pursuant to Section 10.1(c11.1(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation Loan or to make any such payment on any date shall not relieve any other Lender of its corresponding obligation, if any, hereunder to do so on such date, but no Lender shall be responsible for the failure of any other Lender to so make its Loan, purchase its participation or to make any such payment required hereunder. (d) Each Lender may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan to or for the account of such Lender in accordance with the terms of this Agreement.

Disbursements; Funding Reliance; Domicile of Loans. (a) The Borrower hereby authorizes the Administrative Agent to disburse the proceeds of each Borrowing in accordance with the terms of any written instructions from any Authorized Officer of the BorrowerAuthorized Officers, provided that the Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed in an Account Designation Letter. The Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. (b) Unless the Administrative Agent shall have received has received, prior to 2:00 p.m., Charlotte time, on the relevant Borrowing Date, written notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share 's ratable portion of such the relevant Borrowing, the Administrative Agent may assume that such Lender has made such share portion available to the Administrative Agent in immediately available funds on such date Borrowing Date in accordance with the applicable provisions of Section 2.2 2.2, and the Administrative Agent may, in reliance upon such assumption, but shall not be obligated to, make a corresponding amount available to the Borrower a corresponding amounton such Borrowing Date. In If and to the extent that such event, if a Lender has shall not in fact have made its share of the applicable Borrowing such portion available to the Administrative Agent, then the applicable Lender and the Borrower Administrative Agent shall have made such corresponding amount available to the Borrower, such Lender, on the one hand, and the Borrower, on the other, severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount amount, together with interest thereon, thereon for each day from and including the date such amount is made available to the Borrower to but excluding until the date of payment such amount is repaid to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of at the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation Rate, and (ii) in the case of a payment to be made by the Borrower, at the Adjusted Base Raterate of interest applicable at such time to the Type of Loans comprising such Borrowing, as determined under the provisions of Section 2.8. If the Borrower and such Lender shall pay such interest repay to the Administrative Agent for the same or an overlapping periodsuch corresponding amount, the Administrative Agent shall promptly remit to the Borrower the such amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s 's Loan included in as part of such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (c) The obligations Borrowing for purposes of the Lenders hereunder to make Loans, to fund participations in Swingline Loans and Letters of Credit and to make payments pursuant to Section 10.1(c) are several and not jointthis Agreement. The failure of any Lender to make any Loan, Loan required to fund be made by it as part of any such participation or to make any such payment on any date Borrowing shall not relieve any other Lender of its corresponding obligation, if any, hereunder to do so on make its Loan as part of such dateBorrowing, but no Lender shall be responsible for the failure of any other Lender to so make its Loan, purchase its participation or the Loan to make be made by such other Lender as part of any such payment required hereunderBorrowing. (dc) Each Lender may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan to or for the account of such Lender in accordance with the terms of this Agreement.

Disbursements; Funding Reliance; Domicile of Loans. (a) The Borrower -------------------------------------------------- hereby authorizes the Administrative Agent to disburse the proceeds of each Borrowing in accordance with the terms of any written instructions from any Authorized Officer of the BorrowerAuthorized Officers, provided that the Administrative Agent shall not be -------- obligated under any circumstances to forward amounts to any account not listed in an Account Designation Letter. The Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. (b) Unless the Administrative Agent shall have received has received, prior to 1:00 p.m., Charlotte time, on the relevant Borrowing Date, written notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share 's ratable portion of such the relevant Borrowing, the Administrative Agent may assume that such Lender has made such share portion available to the Administrative Agent in immediately available funds on such date Borrowing Date in accordance with Section 2.2 the applicable provisions of SECTION 2.2, and the Administrative Agent may, in reliance upon such assumption, but shall not be obligated to, make a corresponding amount available to the Borrower a corresponding amounton such Borrowing Date. In If and to the extent that such event, if a Lender has shall not in fact have made its share of the applicable Borrowing such portion available to the Administrative Agent, then the applicable Lender and the Borrower Administrative Agent shall have made such corresponding amount available to the Borrower, such Lender, on the one hand, and the Borrower, on the other, severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount amount, together with interest thereon, thereon for each day from and including the date such amount is made available to the Borrower to but excluding until the date of payment such amount is repaid to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of at the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation Rate, and (ii) in the case of a payment to be made by the Borrower, at the Adjusted Base Raterate of interest applicable at such time to the Type of Revolving Loans comprising such Borrowing, as determined under the provisions of SECTION 2.8. If the Borrower and such Lender shall pay such interest repay to the Administrative Agent for the same or an overlapping periodsuch corresponding amount, the Administrative Agent shall promptly remit to the Borrower the such amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s 's Revolving Loan included in as part of such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (c) The obligations Borrowing for purposes of the Lenders hereunder to make Loans, to fund participations in Swingline Loans and Letters of Credit and to make payments pursuant to Section 10.1(c) are several and not jointthis Agreement. The failure of any Lender to make any Loan, Loan required to fund be made by it as part of any such participation or to make any such payment on any date Borrowing shall not relieve any other Lender of its corresponding obligation, if any, hereunder to do so on make its Revolving Loan as part of such dateBorrowing, but no Lender shall be responsible for the failure of any other Lender to so make its Loan, purchase its participation or the Revolving Loan to make be made by such other Lender as part of any such payment required hereunderBorrowing. (dc) Each Lender may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, provided that any exercise of -------- such option shall not affect the obligation of the Borrower to repay such Loan to or for the account of such Lender in accordance with the terms of this Agreement.

Disbursements; Funding Reliance; Domicile of Loans. (a) The Borrower hereby authorizes the Administrative Agent to disburse the proceeds of each Borrowing in accordance with the terms of any written instructions from any Authorized Officer of the Borrower, provided that the Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed in an Account Designation Letter. The Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. (b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.2 2.2(c) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by the Borrower, the Adjusted Base Rate. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (c) The obligations of the Lenders hereunder to make Loans, to fund participations in Swingline Loans and Letters of Credit and to make payments pursuant to Section 10.1(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation Loan or to make any such payment on any date shall not relieve any other Lender of its corresponding obligation, if any, hereunder to do so on such date, but no Lender shall be responsible for the failure of any other Lender to so make its Loan, purchase its participation or to make any such payment required hereunder. (d) Each Lender may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan to or for the account of such Lender in accordance with the terms of this Agreement.

Disbursements; Funding Reliance; Domicile of Loans. (a) The Borrower hereby authorizes the Administrative Agent to disburse the proceeds of each Borrowing in accordance with the terms of any written instructions from any Authorized Officer of the BorrowerAuthorized Officers, provided that the Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed in an Account Designation Letter. The Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. (b) Unless the Administrative Agent shall have received has received, prior to 1:00 p.m., Local Time, on the relevant Revolving Borrowing Date, written notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share ratable portion of such the relevant Revolving Borrowing, the Administrative Agent may assume that such Lender has made such share portion available to the Administrative Agent in immediately available funds on such date Revolving Borrowing Date in accordance with the applicable provisions of Section 2.2 2.2, and the Administrative Agent may, in reliance upon such assumption, but shall not be obligated to, make a corresponding amount available to the Borrower a corresponding amounton such Revolving Borrowing Date. In If and to the extent that such event, if a Lender has shall not in fact have made its share of the applicable Borrowing such portion available to the Administrative Agent, then the applicable Lender and the Borrower Administrative Agent shall have made such corresponding amount available to the Borrower, such Lender, on the one hand, and the Borrower, on the other, severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount amount, together with interest thereon, thereon for each day from and including the date such amount is made available to the Borrower to but excluding until the date of payment such amount is repaid to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of at the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation Rate, and (ii) in the case of a payment to be made by the Borrower, at the Adjusted Base Raterate of interest applicable at such time to the Type of Revolving Loans comprising such Revolving Borrowing, as determined under the provisions of Section 2.8. If the Borrower and such Lender shall pay such interest repay to the Administrative Agent for the same or an overlapping periodsuch corresponding amount, the Administrative Agent shall promptly remit to the Borrower the such amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Revolving Loan included in as part of such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (c) The obligations Revolving Borrowing for purposes of the Lenders hereunder to make Loans, to fund participations in Swingline Loans and Letters of Credit and to make payments pursuant to Section 10.1(c) are several and not jointthis Agreement. The failure of any Lender to make any LoanRevolving Loan required to be made by it as part of any Revolving Borrowing, to fund any such participation or to make any such payment on L/C Advance required to be made by it under any date Several Letter of Credit or to purchase any participating interests in any Fronted Letter of Credit or in any Swingline Loan shall not relieve any other Lender of its corresponding obligation, if any, hereunder to do so on make its Revolving Loan as part of such dateRevolving Borrowing, to make its L/C Advance under such Several Letter of Credit or to purchase its participating interests in any Fronted Letter of Credit or in any Swingline Loan, but no Lender shall be responsible for the failure of any other Lender to so make its any Revolving Loan, purchase its participation or to make any such payment required hereunderL/C Advance or to purchase its participating interests in any Fronted Letter of Credit or in any Swingline Loan. (dc) Each Lender may, at its option, make and maintain any Revolving Loan at, to or for the account of any of its Lending Offices, provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Revolving Loan to or for the account of such Lender in accordance with the terms of this Agreement.

Disbursements; Funding Reliance; Domicile of Loans. (a) The Borrower hereby authorizes the Administrative Agent to disburse the proceeds of each Borrowing in accordance with the terms of any written instructions from any Authorized Officer of the Borrower, provided that the Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed in an Account Designation Letter. The Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. (b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.2 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by the Borrower, the Adjusted Base Rate. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (c) The obligations of the Lenders hereunder to make Loans, to fund participations in Swingline Loans and Letters of Credit and to make payments pursuant to Section 10.1(c9.1(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation Loan or to make any such payment on any date shall not relieve any other Lender of its corresponding obligation, if any, hereunder to do so on such date, but no Lender shall be responsible for the failure of any other Lender to so make its Loan, purchase its participation Loan or to make any such payment required hereunder. (d) Each Lender may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan to or for the account of such Lender in accordance with the terms of this Agreement.

Disbursements; Funding Reliance; Domicile of Loans. (a) The Borrower hereby authorizes the Administrative Agent to disburse the proceeds of each Borrowing in accordance with the terms of any written instructions from any Authorized Officer of the BorrowerAuthorized Officers or pursuant to the terms of the Sweep Program, as applicable, provided that the Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed in an Account Designation LetterLetter or pursuant to the Sweep Program. The Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. (b) Unless the Administrative Agent shall have received has received, prior to 1:00 p.m., Charlotte time, on the relevant Borrowing Date, written notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share ratable portion, if any, of such the relevant Borrowing, the Administrative Agent may assume that such Lender has made such share portion available to the Agent in immediately available funds on such date Borrowing Date in accordance with the applicable provisions of Section 2.2 2.2, and the Agent may, in reliance upon such assumption, but shall not be obligated to, make a corresponding amount available to the Borrower a corresponding amounton such Borrowing Date. In If and to the extent that such event, if a Lender has shall not in fact have made its share of the applicable Borrowing such portion available to the Administrative Agent, then the applicable Lender and the Borrower Agent shall have made such corresponding amount available to the Borrower, such Lender, on the one hand, and the Borrower, on the other, severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount amount, together with interest thereon, thereon for each day from and including the date such amount is made available to the Borrower to but excluding until the date of payment such amount is repaid to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of at the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation Rate, and (ii) in the case of a payment to be made by the Borrower, at the Adjusted Base Rate. If the Borrower and rate of interest applicable at such Lender shall pay such interest time to the Administrative Agent for Type of Loans comprising such Borrowing, as determined under the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount provisions of such interest paid by the Borrower for such periodSection 2.8. If such Lender pays its share of the applicable Borrowing shall repay to the Administrative AgentAgent such corresponding amount, then the such amount so paid shall constitute such Lender’s Loan included in as part of such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (c) The obligations Borrowing for purposes of the Lenders hereunder to make Loans, to fund participations in Swingline Loans and Letters of Credit and to make payments pursuant to Section 10.1(c) are several and not jointthis Agreement. The failure of any Lender to make any Loan, Loan required to fund be made by it as part of any such participation or to make any such payment on any date Borrowing shall not relieve any other Lender of its corresponding obligation, if any, hereunder to do so on make its Loan as part of such dateBorrowing, but no Lender shall be responsible for the failure of any other Lender to so make the Loan to be made by such other Lender as part of any Borrowing. Any such repayment by the Borrower shall not prejudice its Loan, purchase rights with respect to a Lender who has not made its participation or portion of a Borrowing available to make any such payment required hereunderthe Agent. (dc) Each Lender may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan to or for the account of such Lender in accordance with the terms of this Agreement.

Disbursements; Funding Reliance; Domicile of Loans. (a) The Borrower hereby authorizes the Administrative Agent to disburse the proceeds of each Borrowing in accordance with the terms of any written instructions from any Authorized Officer of the BorrowerAuthorized Officers, provided that the Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed in an Account Designation Letter. The Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. (b) Unless the Administrative Agent shall have received has received, prior to 1:00 p.m., Charlotte time, on the relevant Borrowing Date, written notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share 's ratable portion, if any, of such the relevant Borrowing, the Administrative Agent may assume that such Lender has made such share portion available to the Administrative Agent in immediately available funds on such date Borrowing Date in accordance with the applicable provisions of Section 2.2 2.2, and the Administrative Agent may, in reliance upon such assumption, but shall not be obligated to, make a corresponding amount available to the Borrower a corresponding amounton such Borrowing Date. In If and to the extent that such event, if a Lender has shall not in fact have made its share of the applicable Borrowing such portion available to the Administrative Agent, then the applicable Lender and the Borrower Administrative Agent shall have made such corresponding amount available to the Borrower, such Lender, on the one hand, and the Borrower, on the other, severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount amount, together with interest thereon, thereon for each day from and including the date such amount is made available to the Borrower to but excluding until the date of payment such amount is repaid to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of at the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation Rate, and (ii) in the case of a payment to be made by the Borrower, at the Adjusted Base Raterate of interest applicable at such time to the Type and Class of Loans comprising such Borrowing, as determined under the provisions of Section 2.8. If the Borrower and such Lender shall pay such interest repay to the Administrative Agent for the same or an overlapping periodsuch corresponding amount, the Administrative Agent shall promptly remit to the Borrower the such amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s 's Loan included in as part of such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (c) The obligations Borrowing for purposes of the Lenders hereunder to make Loans, to fund participations in Swingline Loans and Letters of Credit and to make payments pursuant to Section 10.1(c) are several and not jointthis Agreement. The failure of any Lender to make any Loan, Loan required to fund be made by it as part of any such participation or to make any such payment on any date Borrowing shall not relieve any other Lender of its corresponding obligation, if any, hereunder to do so on make its Loan as part of such dateBorrowing, but no Lender shall be responsible for the failure of any other Lender to so make its Loan, purchase its participation or the Loan to make be made by such other Lender as part of any such payment required hereunderBorrowing. (dc) Each Lender may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan to or for the account of such Lender in accordance with the terms of this Agreement.

Disbursements; Funding Reliance; Domicile of Loans. (a) The Borrower hereby authorizes the Administrative Agent to disburse the proceeds of each Borrowing in accordance with the terms of any written instructions from any Authorized Officer of the Borrower, Authorized Officers; provided that the Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed in an Account Designation Letter. The Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. (b) Unless the Administrative Agent shall have received has received, prior to 1:00 p.m., Charlotte time, on the relevant Borrowing Date, written notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share ratable portion, if any, of such the relevant Borrowing, the Administrative Agent may assume that such Lender has made such share portion available to the Administrative Agent in immediately available funds on such date in accordance with the applicable provisions of Section 2.2 or Section 3.5, and the Administrative Agent may, in reliance upon such assumption, but shall not be obligated to, make a corresponding amount available to the Borrower a corresponding amountBorrower. In If and to the extent that such event, if a Lender has shall not in fact have made its share of the applicable Borrowing such portion available to the Administrative Agent, then the applicable Lender and the Borrower Administrative Agent shall have made such corresponding amount available to the Borrower, such Lender, on the one hand, and the Borrower, on the other, severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount amount, together with interest thereon, thereon for each day from and including the date such amount is made available to the Borrower to but excluding until the date of payment such amount is repaid to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of at the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation Rate, and (ii) in the case of a payment to be made by the Borrower, at the Adjusted Base Raterate of interest applicable at such time to the Type and Class of Loans comprising such Borrowing, as determined under the provisions of Section 2.8. If the Borrower and such Lender shall pay such interest repay to the Administrative Agent for the same or an overlapping periodsuch corresponding amount, the Administrative Agent shall promptly remit to the Borrower the such amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in as part of such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (c) The obligations Borrowing for purposes of the Lenders hereunder to make Loans, to fund participations in Swingline Loans and Letters of Credit and to make payments pursuant to Section 10.1(c) are several and not jointthis Agreement. The failure of any Lender to make any Loan, Loan required to fund be made by it as part of any such participation or to make any such payment on any date Borrowing shall not relieve any other Lender of its corresponding obligation, if any, hereunder to do so on make its Loan as part of such dateBorrowing, but no Lender shall be responsible for the failure of any other Lender to so make its Loan, purchase its participation or the Loan to be made by such other Lender as part of any Borrowing. The Administrative Agent shall promptly give notice to the Borrower after it obtains knowledge that a Lender will not make any such payment required funds available hereunder. (dc) Each Lender may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, ; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan to or for the account of such Lender in accordance with the terms of this Agreement.

Disbursements; Funding Reliance; Domicile of Loans. (a) The Borrower hereby authorizes the Administrative Agent to disburse the proceeds of each Borrowing in accordance with the terms of any written instructions from any Authorized Officer of the Borrower, ; provided that the Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed in an Account Designation Letter. The Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. (b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing Borrowing, that such Lender will not make available to the Administrative Agent such LenderXxxxxx’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.2 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation compensation, and (ii) in the case of a payment to be made by the Borrower, the Adjusted Base LIBOR Rate. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (c) The obligations of the Lenders hereunder to make Loans, to fund participations in Swingline Loans and Letters of Credit L/C Obligations and to make payments pursuant to Section Sections 2.15(e) and 10.1(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any such payment on any date shall not relieve any other Lender of its corresponding obligation, if any, hereunder to do so on such date, but no Lender shall be responsible for the failure of any other Lender to so make its Loan, purchase its participation or to make any such payment required hereunder. (d) Each Lender may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, ; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan to or for the account of such Lender in accordance with the terms of this Agreement.

Disbursements; Funding Reliance; Domicile of Loans. (a) The Each Borrower hereby authorizes the Administrative Agent to disburse the proceeds of each Borrowing in accordance with the terms of any written instructions from any Authorized Officer of the such Borrower, provided that the Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed in an Account Designation Letter. The Each Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. (b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.2 and may, in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the applicable Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the applicable Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by the a Borrower, the Adjusted Base Rate. If the a Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the such Borrower the amount of such interest paid by the such Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the a Borrower shall be without prejudice to any claim the such Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (c) The obligations of the Lenders hereunder to make Loans, to fund participations in Swingline Loans and Letters of Credit and to make payments pursuant to Section 10.1(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any such payment on any date shall not relieve any other Lender of its corresponding obligation, if any, hereunder to do so on such date, but no Lender shall be responsible for the failure of any other Lender to so make its Loan, purchase its participation or to make any such payment required hereunder. (d) Each Lender may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan to or for the account of such Lender in accordance with the terms of this Agreement.

Disbursements; Funding Reliance; Domicile of Loans. (a) The Borrower hereby authorizes the Administrative Agent to disburse the proceeds of each Borrowing in accordance with the terms of any written instructions from any Authorized Officer of the Borrower, provided that the Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed in an Account Designation Letter. The Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. (b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.2 or 3.5 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by the Borrower, the Adjusted Base Rate. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (c) The obligations of the Lenders hereunder to make Loans, to fund participations in Swingline Loans and Letters of Credit and Swingline Loans and to make payments pursuant to Section 10.1(c11.1(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any such payment on any date shall not relieve any other Lender of its corresponding obligation, if any, hereunder to do so on such date, but no Lender shall be responsible for the failure of any other Lender to so make its Loan, purchase its participation or to make any such payment required hereunder. (d) Each Lender may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan to or for the account of such Lender in accordance with the terms of this Agreement.

Disbursements; Funding Reliance; Domicile of Loans. (a) The Each Borrower hereby authorizes the Administrative Agent to disburse the proceeds of each Borrowing in accordance with the terms of any written instructions from any Authorized Officer of the such Borrower, provided that the Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed in an Account Designation Letter. The Each Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. (b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.2 and may, in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the such Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the such Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by the such Borrower, the Adjusted Base Rate. If the such Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the such Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the any Borrower shall be without prejudice to any claim the such Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (c) The obligations of the Lenders hereunder to make Loans, to fund participations in Swingline Loans and Letters of Credit and to make payments pursuant to Section 10.1(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any such payment on any date shall not relieve any other Lender of its corresponding obligation, if any, hereunder to do so on such date, but no Lender shall be responsible for the failure of any other Lender to so make its Loan, purchase its participation or to make any such payment required hereunder. (d) Each Lender may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, provided that any exercise of such option shall not affect the obligation of the each Borrower to repay such Loan its Loans to or for the account of such Lender in accordance with the terms of this Agreement.

Disbursements; Funding Reliance; Domicile of Loans. (a) The Borrower hereby authorizes the Administrative Agent to disburse the proceeds of each Borrowing it makes in accordance with the terms of any written instructions from any Authorized Officer of the Borrower, ; provided that the Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed in an Account Designation Letter. The Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. (b) Unless the Administrative Agent shall have received notice from a Tranche 1 Lender prior to the proposed date of any Borrowing that such Tranche 1 Lender will not make available its Tranche 1 Ratable Share of such Borrowing to the Administrative Agent such Lender’s share of such BorrowingAgent, the Administrative Agent may assume that such Tranche 1 Lender has made such share available on such date in accordance with Section 2.2 and maymay (but shall not be so required to), in reliance upon such assumptionthereon, make available to the Borrower a corresponding amount. In such event, if a Tranche 1 Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Tranche 1 Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Tranche 1 Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by the Borrower, the Adjusted Base Rate. If the Borrower and such Tranche 1 Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Tranche 1 Lender pays its share Tranche 1 Ratable Share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Tranche 1 Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Tranche 1 Lender that shall have failed to make such payment to the Administrative Agent. (c) Each Tranche 1 Lender may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan to or for the account of such Tranche 1 Lender in accordance with the terms of this Agreement. (d) The obligations of the Lenders hereunder to make Loans, to make L/C Disbursements in respect of Syndicated Letters of Credit, to fund participations in Swingline Loans and Participated Letters of Credit and to make payments pursuant to Section 10.1(c) 10.1 are several and not joint. The failure of any Lender to make any such Loan, to make any such L/C Disbursement, to fund any such participation or to make any such payment on any date shall not relieve any other Lender of its corresponding obligation, if any, hereunder to do so on such date, but no Lender shall be responsible for the failure of any other Lender to so make its Loan, to make its L/C Disbursement, purchase its participation or to make any such payment required hereunder. (d) Each Lender may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan to or for the account of such Lender in accordance with the terms of this Agreement.

Disbursements; Funding Reliance; Domicile of Loans. (a) The Each Borrower hereby authorizes the Administrative Agent to disburse the proceeds of each Borrowing it makes in accordance with the terms of any written instructions from any Authorized Officer of the such Borrower, ; provided that the Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed in an Account Designation Letter. The Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. (b) Unless the Administrative Agent shall have received has received, prior to 1:00 p.m. on the relevant Borrowing Date, written notice from a Tranche 1 Lender prior to the proposed date of any Borrowing that such Tranche 1 Lender will not make available to the Administrative Agent such Tranche 1 Lender’s share of such Borrowing, the Administrative Agent may assume that such Tranche 1 Lender has made such share available to the Administrative Agent in immediately available funds on such date Borrowing Date in accordance with the applicable provisions of Section 2.2 2.2, and the Administrative Agent may, in reliance upon such assumption, but shall not be obligated to, make a corresponding amount available to the applicable Borrower a corresponding amounton such Borrowing Date. In If and to the extent that such event, if a Tranche 1 Lender has shall not in fact have made its share of the applicable Borrowing available to the Administrative Agent, then and the Administrative Agent shall have made such corresponding amount available to the applicable Lender Borrower, such Tranche 1 Lender, on the one hand, and such Borrower, on the Borrower other, severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount amount, together with interest thereon, thereon for each day from and including the date such amount is made available to the such Borrower to but excluding the date of payment such amount is repaid to the Administrative Agent, at (i) in the case of a payment to be made by such Tranche 1 Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by the such Borrower, at the Adjusted Base Raterate of interest applicable at such time to the Type of Loans comprising such Borrowing, as determined under the provisions of Section 2.8. If the Borrower and such Tranche 1 Lender shall pay such interest repay to the Administrative Agent for the same or an overlapping periodsuch corresponding amount, the Administrative Agent shall promptly remit to the Borrower the such amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Tranche 1 Lender’s Loan included in such Borrowing. The failure of any Tranche 1 Lender to make any Loan required to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan as part of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender as part of any Borrowing. Any payment by the applicable Borrower shall be without prejudice to any claim the such Borrower may have against a Tranche 1 Lender that shall have failed to make such payment to the Administrative Agent. (c) The obligations of the Lenders hereunder to make Loans, to fund participations in Swingline Loans and Letters of Credit and to make payments pursuant to Section 10.1(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any such payment on any date shall not relieve any other Lender of its corresponding obligation, if any, hereunder to do so on such date, but no Lender shall be responsible for the failure of any other Lender to so make its Loan, purchase its participation or to make any such payment required hereunder. (d) Each Tranche 1 Lender may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, ; provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan to or for the account of such Tranche 1 Lender in accordance with the terms of this Agreement. (d) Each Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter.

Disbursements; Funding Reliance; Domicile of Loans. (a) The Borrower hereby authorizes the Administrative Agent to disburse the proceeds of each Borrowing in accordance with the terms of any written instructions from any Authorized Officer of the Borrower, ; provided that the Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed in an Account Designation Letter. The Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. (b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing Borrowing, that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.2 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation compensation, and (ii) in the case of a payment to be made by the Borrower, the Adjusted Base LIBOR Rate. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (c) The obligations of the Lenders hereunder to make Loans, to fund participations in Swingline Loans and Letters of Credit and to make payments pursuant to Section Sections 2.15(e) and 10.1(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any such payment on any date shall not relieve any other Lender of its corresponding obligation, if any, hereunder to do so on such date, but no Lender shall be responsible for the failure of any other Lender to so make its Loan, purchase its participation or to make any such payment required hereunder. (d) Each Lender may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, ; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan to or for the account of such Lender in accordance with the terms of this Agreement.

Disbursements; Funding Reliance; Domicile of Loans. (a) The Borrower hereby authorizes the Administrative Agent to disburse the proceeds of each Borrowing in accordance with the terms of any written instructions from any Authorized Responsible Officer of the Borrower, ; provided that the Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed in an Account Designation Letter. The Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. (b) Unless the Administrative Agent shall have received notice from a Lender (x) in the case of a Borrowing comprising Base Rate Loans, two hours prior to the proposed time of such Borrowing, or (y) otherwise, prior to the proposed date of any Borrowing Borrowing, that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.2 2.2(d), and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation compensation, and (ii) in the case of a payment to be made by the Borrower, the Adjusted Base Rate. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, then the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower in accordance with this Section 2.19(b) shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (c) The obligations of the Lenders hereunder to make Loans, to fund participations in Swingline Loans and Letters of Credit and Swingline Loans and to make payments pursuant to Section 10.1(cSections 2.15(e) and 8.1(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any such payment on any date shall not relieve any other Lender of its corresponding obligation, if any, hereunder to do so on such date, but no Lender shall be responsible for the failure of any other Lender to so make its Loan, purchase its participation or to make any such payment required hereunder. (d) Each Lender may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, Offices or by causing any foreign or domestic branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan to or for the account of such Lender in accordance with the terms of this Agreement.

Disbursements; Funding Reliance; Domicile of Loans. (a) The Borrower hereby authorizes the Administrative Agent to disburse the proceeds of each Borrowing in accordance with the terms of any written instructions from any Authorized Officer of the BorrowerAuthorized Officers, provided that the Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed in an Account Designation Letter. The Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. (b) Unless the Administrative Agent shall have received has received, prior to 1:00 p.m., Charlotte time, on the relevant Borrowing Date, written notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share 's ratable portion, if any, of such the relevant Borrowing, the Administrative Agent may assume that such Lender has made such share portion available to the Agent in immediately available funds on such date Borrowing Date in accordance with the applicable provisions of Section 2.2 2.2, and the Agent may, in reliance upon such assumption, but shall not be obligated to, make a corresponding amount available to the Borrower a corresponding amounton such Borrowing Date. In If and to the extent that such event, if a Lender has shall not in fact have made its share of the applicable Borrowing such portion available to the Administrative Agent, then the applicable Lender and the Borrower Agent shall have made such corresponding amount available to the Borrower, such Lender, on the one hand, and the Borrower, on the other, severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount amount, together with interest thereon, thereon for each day from and including the date such amount is made available to the Borrower to but excluding until the date of payment such amount is repaid to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of at the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation Rate, and (ii) in the case of a payment to be made by the Borrower, at the Adjusted Base Rate. If rate of interest applicable at such time to Loans comprising such Borrowing, as determined under the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount provisions of such interest paid by the Borrower for such periodSection 2.7. If such Lender pays its share of the applicable Borrowing shall repay to the Administrative AgentAgent such corresponding amount, then the such amount so paid shall constitute such Lender’s 's Revolving Loan included in as part of such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (c) The obligations Borrowing for purposes of the Lenders hereunder to make Loans, to fund participations in Swingline Loans and Letters of Credit and to make payments pursuant to Section 10.1(c) are several and not jointthis Agreement. The failure of any Lender to make any Loan, Revolving Loan required to fund be made by it as part of any such participation or to make any such payment on any date Borrowing shall not relieve any other Lender of its corresponding obligation, if any, hereunder to do so on make its Revolving Loan as part of such dateBorrowing, but no Lender shall be responsible for the failure of any other Lender to so make its Loan, purchase its participation or the Revolving Loan to make be made by such other Lender as part of any such payment required hereunderBorrowing. (dc) Each Lender may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan to or for the account of such Lender in accordance with the terms of this Agreement.

Disbursements; Funding Reliance; Domicile of Loans. (a) The Borrower hereby authorizes the Administrative Agent to disburse the proceeds of each Borrowing in accordance with the terms of any written instructions from any Authorized Officer of the BorrowerAuthorized Officers, provided that the Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed in an Account Designation Letter. The Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. (b) Unless the Administrative Agent shall have received has received, prior to 1:00 p.m., Local Time, on the relevant Borrowing Date, written notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share 's ratable portion of such the relevant Borrowing, the Administrative Agent may assume that such Lender has made such share portion available to the Administrative Agent in immediately available funds on such date Borrowing Date in accordance with the applicable provisions of Section 2.2 2.2, and the Administrative Agent may, in reliance upon such assumption, but shall not be obligated to, make a corresponding amount available to the Borrower a corresponding amounton such Borrowing Date. In If and to the extent that such event, if a Lender has shall not in fact have made its share of the applicable Borrowing such portion available to the Administrative Agent, then the applicable Lender and the Borrower Administrative Agent shall have made such corresponding amount available to the Borrower, such Lender, on the one hand, and the Borrower, on the other, severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount amount, together with interest thereon, thereon for each day from and including the date such amount is made available to the Borrower to but excluding until the date of payment such amount is repaid to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of at the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation Rate, and (ii) in the case of a payment to be made by the Borrower, at the Adjusted Base Raterate of interest applicable at such time to the Type of Loans comprising such Borrowing, as determined under the provisions of Section 2.8. If the Borrower and such Lender shall pay such interest repay to the Administrative Agent for the same or an overlapping periodsuch corresponding amount, the Administrative Agent shall promptly remit to the Borrower the such amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s 's Loan included in as part of such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (c) The obligations Borrowing for purposes of the Lenders hereunder to make Loans, to fund participations in Swingline Loans and Letters of Credit and to make payments pursuant to Section 10.1(c) are several and not jointthis Agreement. The failure of any Lender to make any Loan, Loan required to fund be made by it as part of any such participation or to make any such payment on any date Borrowing shall not relieve any other Lender of its corresponding obligation, if any, hereunder to do so on make its Loan as part of such dateBorrowing, but no Lender shall be responsible for the failure of any other Lender to so make its Loan, purchase its participation or the Loan to make be made by such other Lender as part of any such payment required hereunderBorrowing. (dc) Each Lender may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan to or for the account of such Lender in accordance with the terms of this Agreement.

Disbursements; Funding Reliance; Domicile of Loans. (a) The Borrower hereby authorizes the Administrative Agent to disburse the proceeds of each Borrowing in accordance with the terms of any written instructions from any Authorized Officer of the BorrowerAuthorized Officers or pursuant to the terms of the Sweep Program, as applicable, provided that the Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed in an Account Designation LetterLetter or pursuant to the Sweep Program. The Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. (b) Unless the Administrative Agent shall have received has received, prior to 1:00 p.m., Charlotte time, on the relevant Borrowing Date, written notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share ratable portion, if any, of such the relevant Borrowing, the Administrative Agent may assume that such Lender has made such share portion available to the Administrative Agent in immediately available funds on such date Borrowing Date in accordance with the applicable provisions of Section 2.2 2.2, and the Administrative Agent may, in reliance upon such assumption, but shall not be obligated to, make a corresponding amount available to the Borrower a corresponding amounton such Borrowing Date. In If and to the extent that such event, if a Lender has shall not in fact have made its share of the applicable Borrowing such portion available to the Administrative Agent, then the applicable Lender and the Borrower Administrative Agent shall have made such corresponding amount available to the Borrower, such Lender, on the one hand, and the Borrower, on the other, severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount amount, together with interest thereon, thereon for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment such amount is repaid to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation compensation, and (ii) in the case of a payment to be made by the Borrower, at the Adjusted Base Raterate of interest applicable at such time to the Type of Loans comprising such Borrowing, as determined under the provisions of Section 2.8. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in as part of such Borrowing for purposes of this Agreement. The failure of any Lender to make any Loan required to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan as part of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the 12581222v10 24740.00017 Loan to be made by such other Lender as part of any Borrowing. Any payment such repayment by the Borrower shall be without not prejudice its rights with respect to any claim the Borrower may have against a Lender that shall have failed to make such payment who has not made its portion of a Borrowing available to the Administrative Agent. (c) The obligations of the Lenders hereunder to make Loans, to fund participations in Swingline Loans and Letters of Credit and Swingline Loans and to make payments pursuant to Section 10.1(c11.1(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any such payment on any date shall not relieve any other Lender of its corresponding obligation, if any, hereunder to do so on such date, but no Lender shall be responsible for the failure of any other Lender to so make its Loan, purchase its participation or to make any such payment required hereunder. (d) Each Lender may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan to or for the account of such Lender in accordance with the terms of this Agreement.

Disbursements; Funding Reliance; Domicile of Loans. (a) The Borrower hereby authorizes the Administrative Agent to disburse the proceeds of each Borrowing in accordance with the terms of any written instructions from any Authorized Officer of the BorrowerAuthorized Officers or pursuant to the terms of the Sweep Program, as applicable, provided that the Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed in an Account Designation LetterLetter or pursuant to the Sweep Program. The Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. (b) Unless the Administrative Agent shall have received has received, prior to 1:00 p.m., Charlotte time, on the relevant Borrowing Date, written notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share ratable portion, if any, of such the relevant Borrowing, the Administrative Agent may assume that such Lender has made such share portion available to the Administrative Agent in immediately available funds on such date Borrowing Date in accordance with the applicable provisions of Section 2.2 2.2, and the Administrative Agent may, in reliance upon such assumption, but shall not be obligated to, make a corresponding amount available to the Borrower a corresponding amounton such Borrowing Date. In If and to the extent that such event, if a Lender has shall not in fact have made its share of the applicable Borrowing such portion available to the Administrative Agent, then the applicable Lender and the Borrower Administrative Agent shall have made such corresponding amount available to the Borrower, such Lender, on the one hand, and the Borrower, on the other, severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount amount, together with interest thereon, thereon for each day from and including the date such amount is made available to the Borrower to but excluding until the date of payment such amount is repaid to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of at the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation Rate, and (ii) in the case of a payment to be made by the Borrower, at the Adjusted Base Raterate of interest applicable at such time to the Type of Loans comprising such Borrowing, as determined under the provisions of Section 2.8. If the Borrower and such Lender shall pay such interest repay to the Administrative Agent for the same or an overlapping periodsuch corresponding amount, the Administrative Agent shall promptly remit to the Borrower the such amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in as part of such Borrowing for purposes of this Agreement. The failure of any Lender to make any Loan required to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan as part of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender as part of any Borrowing. Any payment such repayment by the Borrower shall be without not prejudice its rights with respect to any claim the Borrower may have against a Lender that shall have failed to make such payment who has not made its portion of a Borrowing available to the Administrative Agent. (c) The obligations of the Lenders hereunder to make Loans, to fund participations in Swingline Loans and Letters of Credit and Swingline Loans and to make payments pursuant to Section 10.1(c) 10.7 are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any such payment on any date shall not relieve any other Lender of its corresponding obligation, if any, hereunder to do so on such date, but no Lender shall be responsible for the failure of any other Lender to so make its Loan, purchase its participation or to make any such payment required hereunder. (d) Each Lender may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan to or for the account of such Lender in accordance with the terms of this Agreement.

Disbursements; Funding Reliance; Domicile of Loans. (a) The Borrower hereby authorizes the Administrative Agent to disburse the proceeds of each Borrowing it makes in accordance with the terms of any written instructions from any Authorized Officer of the Borrower, provided that the Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed in an Account Designation Letter. The Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. (b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share its Ratable Share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.2 2.2(b) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a any Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable such Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by the Borrower, the Adjusted Base Rate. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing such amount to the Administrative Agent, then the such amount so paid shall constitute such Lender’s Loan included made on the applicable Borrowing Date and such payment shall absolve any obligation of the Borrower in respect of any demand made under this Section in respect of such BorrowingLoan. Any payment by the Borrower under this Section 2.3(b) shall be without prejudice to any claim the Borrower may have against a any Lender that shall have failed to make such payment to the Administrative Agent. (c) The obligations of the Lenders hereunder to make Loans, to fund participations in Swingline Loans and Letters of Credit and Swingline Loans and to make payments pursuant to Section 10.1(c) are several and not joint. The failure of any Lender to make any such Loan, to fund any such its participation or to make any such payment on any date shall not relieve any other Lender of its corresponding obligation, if any, hereunder to do so on such date, but no Lender shall be responsible for the failure of any other Lender to so make its Loan, purchase fund its participation or to make any such payment required hereunder. (d) Each Lender may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan to or for the account of such Lender in accordance with the terms of this Agreement.

Disbursements; Funding Reliance; Domicile of Loans. (a) The Each Borrower hereby authorizes the Administrative Agent to disburse the proceeds of each Borrowing it makes in accordance with the terms of any written instructions from any Authorized Officer of the Borrowersuch Xxxxxxxx, provided that the Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed in an Account Designation Letter. The Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. (b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share its Ratable Share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.2 2.2(b) and may, in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. In such event, if a any Lender has not in fact made its share Ratable Share of the applicable Borrowing available to the Administrative Agent, then the applicable such Lender and the applicable Borrower severally agree (and not jointly) agrees to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the such Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Overnight Rate and a rate determined plus any administrative, processing or similar fees customarily charged by the Administrative Agent in accordance connection with banking industry rules on interbank compensation the foregoing and (ii) in the case of a payment to be made by the applicable Borrower, the Adjusted Base Rate. If the applicable Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the applicable Borrower the amount of such interest paid by the such Borrower for such period. If such Lender pays its share of the applicable Borrowing such amount to the Administrative Agent, then the such amount so paid shall constitute such Lender’s Loan included made on the applicable Borrowing Date and such payment shall absolve any obligation of the applicable Borrower in respect of any demand made under this Section in respect of such BorrowingLoan. Any payment by the any Borrower under this Section 2.3(b) shall be without prejudice to any claim the such Borrower may have against a any Lender that shall have failed to make such payment to the Administrative Agent. (c) The obligations of the Lenders hereunder to make Loans, to fund participations in Swingline Loans and Letters of Credit and Swingline Loans and to make payments pursuant to Section 10.1(c) are several and not joint. The failure of any Lender to make any such Loan, to fund any such its participation or to make any such payment on any date shall not relieve any other Lender of its corresponding obligation, if any, hereunder to do so on such date, but no Lender shall be responsible for the failure of any other Lender to so make its Loan, purchase fund its participation or to make any such payment required hereunder. (d) Each Lender may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan to or for the account of such Lender in accordance with the terms of this Agreement.

Disbursements; Funding Reliance; Domicile of Loans. (a) The Borrower hereby authorizes the Administrative Agent to disburse the proceeds of each Borrowing in accordance with the terms of any written instructions from any Authorized Officer of the BorrowerAuthorized Officers or pursuant to the terms of the Sweep Program, as applicable, provided that the Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed in an Account Designation LetterLetter or pursuant to the Sweep Program. The Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. (b) Unless the Administrative Agent shall have received has received, prior to 1:00 p.m., Charlotte time, on the relevant Borrowing Date, written notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such LenderXxxxxx’s share ratable portion, if any, of such the relevant Borrowing, the Administrative Agent may assume that such Lender has made such share portion available to the Administrative Agent in immediately available funds on such date Borrowing Date in accordance with the applicable provisions of Section 2.2 2.2, and the Administrative Agent may, in reliance upon such assumption, but shall not be obligated to, make a corresponding amount available to the Borrower a corresponding amounton such Borrowing Date. In If and to the extent that such event, if a Lender has shall not in fact have made its share of the applicable Borrowing such portion available to the Administrative Agent, then the applicable Lender and the Borrower Administrative Agent shall have made such corresponding amount available to the Borrower, such Lender, on the one hand, and the Borrower, on the other, severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount amount, together with interest thereon, thereon for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment such amount is repaid to the Administrative Agent, at (i) in the case of a payment to be made by such LenderXxxxxx, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation Overnight Rate, and (ii) in the case of a payment to be made by the Borrower, at the Adjusted Base Raterate of interest applicable at such time to the Type of Loans comprising such Borrowing, as determined under the provisions of Section 2.8. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in as part of such Borrowing for purposes of this Agreement. The failure of any Lender to make any Loan required to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan as part of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender as part of any Borrowing. Any payment such repayment by the Borrower shall be without not prejudice its rights with respect to any claim the Borrower may have against a Lender that shall have failed to make such payment who has not made its portion of a Borrowing available to the Administrative Agent. (c) The obligations of the Lenders hereunder to make Loans, to fund participations in Swingline Loans and Letters of Credit and Swingline Loans and to make payments pursuant to Section 10.1(c11.1(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any such payment on any date shall not relieve any other Lender of its corresponding obligation, if any, hereunder to do so on such date, but no Lender shall be responsible for the failure of any other Lender to so make its Loan, purchase its participation or to make any such payment required hereunder. (d) Each Lender may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan to or for the account of such Lender in accordance with the terms of this Agreement.

Disbursements; Funding Reliance; Domicile of Loans. (a) The Borrower hereby authorizes the Administrative Agent to disburse the proceeds of each Borrowing in accordance with the terms of any written instructions from any Authorized Officer of the BorrowerAuthorized Officers, provided that the Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed in an Account Designation Letter. The Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. (b) . Unless the Administrative Agent shall have received has received, prior to 2:00 p.m., Philadelphia time, on the relevant Borrowing Date, written notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share Pro Rata Share, if any, of such the relevant Borrowing, the Administrative Agent may assume that such Lender has made such share portion available to the Administrative Agent in immediately available funds on such date Borrowing Date in accordance with the relevant provisions of Section 2.2 2.1, and the Administrative Agent may, in reliance upon such assumption, but shall not be obligated to, make a corresponding amount available to the Borrower a corresponding amounton such Borrowing Date. In If and to the extent that such event, if a Lender has shall not in fact have made its share of the applicable Borrowing such portion available to the Administrative Agent, then the applicable Lender and the Borrower Administrative Agent shall have made such corresponding amount available to the Borrower, such Lender, on the one hand, and the Borrower, on the other, severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount amount, together with interest thereon, thereon for each day from and including the date such amount is made available to the Borrower to but excluding until the date of payment such amount is repaid to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, at a rate of interest per annum equal to the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation until the date such payment is received by the Administrative Agent, and (ii) in the case of a payment to be made by the Borrower, at a rate per annum equal to the Adjusted Base Rate. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing shall repay to the Administrative AgentAgent such corresponding amount, then the such amount so paid shall constitute such Lender’s Loan included in as part of such Borrowing for purposes of this Agreement. The failure of any Lender to make any Loan required to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan as part of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender as part of any Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (c) The obligations of the Lenders hereunder to make Loans, to fund participations in Swingline Loans and Letters of Credit and to make payments pursuant to Section 10.1(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any such payment on any date shall not relieve any other Lender of its corresponding obligation, if any, hereunder to do so on such date, but no Lender shall be responsible for the failure of any other Lender to so make its Loan, purchase its participation or to make any such payment required hereunder. (db) Each Lender may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan to or for the account of such Lender in accordance with the terms of this Agreement.

Disbursements; Funding Reliance; Domicile of Loans. (a) The Borrower hereby authorizes the Administrative Agent to disburse the proceeds of each Borrowing it makes in accordance with the terms of any written instructions from any Authorized Officer of the Borrower, provided that the Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed in an Account Designation Letter. The Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. (b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share its Ratable Share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.2 2.2(b) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a any Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable such Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing and (ii) in the case of a payment to be made by the Borrower, the Adjusted Base Rate. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing such amount to the Administrative Agent, then the such amount so paid shall constitute such Lender’s Loan included made on the applicable Borrowing Date and such payment shall absolve any obligation of the Borrower in respect of any demand made under this Section in respect of such BorrowingLoan. Any payment by the Borrower under this Section 2.3(b) shall be without prejudice to any claim the Borrower may have against a any Lender that shall have failed to make such payment to the Administrative Agent. (c) The obligations of the Lenders hereunder to make Loans, to fund participations in Swingline Loans and Letters of Credit and Swingline Loans and to make payments pursuant to Section 10.1(c) are several and not joint. The failure of any Lender to make any such Loan, to fund any such its participation or to make any such payment on any date shall not relieve any other Lender of its corresponding obligation, if any, hereunder to do so on such date, but no Lender shall be responsible for the failure of any other Lender to so make its Loan, purchase fund its participation or to make any such payment required hereunder. (d) Each Lender may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan to or for the account of such Lender in accordance with the terms of this Agreement.

Disbursements; Funding Reliance; Domicile of Loans. (a) The Borrower hereby authorizes the Administrative Agent to disburse the proceeds of each Borrowing in accordance with the terms of any Notice of Borrowing or other written instructions from any Authorized Responsible Officer of the Borrower, provided that the Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed in an Account Designation Letter. The Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. (b) Unless the Administrative Agent shall have received has received, prior to 10:00 a.m. (or in the case of any Base Rate Loan requested on the same day, prior to 1:00 p.m.) on the relevant Borrowing Date, written notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share ratable portion, if any, of such the relevant Borrowing, the Administrative Agent may assume that such Lender has made such share portion available to the Administrative Agent in immediately available funds on such date Borrowing Date in accordance with the applicable provisions of Section 2.2 2.02, and the Administrative Agent may, in reliance upon such assumption, but shall not be obligated to, make a corresponding amount available to the Borrower a corresponding amounton such Borrowing Date. In If and to the extent that such event, if a Lender has shall not in fact have made its share of the applicable Borrowing such portion available to the Administrative Agent, then the applicable Lender and the Borrower Administrative Agent shall have made such corresponding amount available to the Borrower, such Lender, on the one hand, and the Borrower, on the other, severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount amount, together with interest thereon, thereon for each day from and including the date such amount is made available to the Borrower to but excluding until the date of payment such amount is repaid to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of at the Federal Funds Rate (or (A) in the case of a Borrowing denominated in Canadian Dollars, the Canadian Prime Rate and (B) in the case of a rate determined by Borrowing denominated in any Alternate Currency other than Canadian Dollars, the Administrative Agent Agent’s customary rate for interbank advances in accordance with banking industry rules on interbank compensation the Alternate Currency in which such Borrowing is denominated); and (ii) in the case of a payment to be made by the Borrower, at the Adjusted Base Raterate of interest applicable at such time to the Type and Class of Loans comprising such Borrowing, as determined under the provisions of Section 2.08. If the Borrower and such Lender shall pay such interest repay to the Administrative Agent for the same or an overlapping periodsuch corresponding amount, the Administrative Agent shall promptly remit to the Borrower the such amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in as part of such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (c) The obligations Borrowing for purposes of the Lenders hereunder to make Loans, to fund participations in Swingline Loans and Letters of Credit and to make payments pursuant to Section 10.1(c) are several and not jointthis Agreement. The failure of any Lender to make any Loan, Loan required to fund be made by it as part of any such participation or to make any such payment on any date Borrowing shall not relieve any other Lender of its corresponding obligation, if any, hereunder to do so on make its Loan as part of such dateBorrowing, but but, except as otherwise provided herein, no Lender shall be responsible for the failure of any other Lender to so make its Loan, purchase its participation or the Loan to make any be made by such payment required hereunder. (d) Each other Lender may, at its option, make and maintain any Loan at, to or for the account as part of any of its Lending Offices, provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan to or for the account of such Lender in accordance with the terms of this AgreementBorrowing.

Disbursements; Funding Reliance; Domicile of Loans. (a) The Borrower hereby authorizes the Administrative Agent to disburse the proceeds of each Borrowing in accordance with the terms of any written instructions from any Authorized Officer of the Borrower, provided that the Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed in an Account Designation Letter. The Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. (b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.2 or Section 3.5 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by the Borrower, the Adjusted Base Rate. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (c) The obligations of the Lenders hereunder to make Loans, to fund participations in Swingline Loans and Letters of Credit and Swingline Loans and to make payments pursuant to Section 10.1(c11.1(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any such payment on any date shall not relieve any other Lender of its corresponding obligation, if any, hereunder to do so on such date, but no Lender shall be responsible for the failure of any other Lender to so make its Loan, purchase its participation or to make any such payment required hereunder. (d) Each Lender may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan to or for the account of such Lender in accordance with the terms of this Agreement.

Disbursements; Funding Reliance; Domicile of Loans. (a) The Borrower hereby authorizes the Administrative Agent to disburse the proceeds of each Borrowing in accordance with the terms of any written instructions from any Authorized Officer of the Borrower, provided that the Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed in an Account Designation Letter. The Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. (b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.2 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by the Borrower, the Adjusted Base Rate. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (c) The obligations of the Lenders hereunder to make Loans, to fund participations in Swingline Loans and Letters of Credit and to make payments pursuant to Section 10.1(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation Loan or to make any such payment on any date shall not relieve any other Lender of its corresponding obligation, if any, hereunder to do so on such date, but no Lender shall be responsible for the failure of any other Lender to so make its Loan, purchase its participation or to make any such payment required hereunder. (d) Each Lender may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan to or for the account of such Lender in accordance with the terms of this Agreement.

Disbursements; Funding Reliance; Domicile of Loans. (a) The Each Borrower hereby authorizes the Administrative Agent to disburse the proceeds of each Borrowing in accordance with the terms of any written instructions from any Authorized Officer of the Xxxxxxxx or such Borrower, ; provided that the Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed in an Account Designation Letter. The Each Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. (b) Unless the Administrative Agent shall have received notice from a Lender (x) in the case of a Borrowing comprising Base Rate Loans, two hours prior to the proposed time of such Borrowing, or (y) otherwise, prior to the proposed date of any Borrowing Borrowing, that such Lender will not make available to the Administrative Agent such Lender’s share Applicable Percentage of such Borrowing, the Administrative Agent may assume that such Lender has made its Applicable Percentage of such share Borrowing available on such date in accordance with Section 2.2 or 3.5, as applicable, and may, in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. In such event, if a Lender has not in fact made its share Applicable Percentage of the applicable Borrowing available to the Administrative Agent, then the applicable such Lender and the applicable Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the such Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation compensation, and (ii) in the case of a payment to be made by the such Borrower, the Adjusted Base Rate. If the applicable Borrower and such the applicable Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the such Borrower the amount of such interest paid by the such Borrower for such period. If such the applicable Lender pays its share Applicable Percentage of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the applicable Borrower shall be without prejudice to any claim the such Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (c) The obligations of the Lenders hereunder to make Loans, to fund participations in Swingline Loans and Letters of Credit and Swingline Loans and to make payments pursuant to Section 10.1(c11.1(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any such payment on any date shall not relieve any other Lender of its corresponding obligation, if any, hereunder to do so on such date, but no Lender shall be responsible for the failure of any other Lender to so make its Loan, purchase fund its participation or to make any such payment required hereunder. (d) Each Lender may, at its option, subject to Section 2.19, make and maintain any Loan at, to or for the account of any of its Lending Offices, ; provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan to or for the account of such Lender in accordance with the terms of this Agreement.

Disbursements; Funding Reliance; Domicile of Loans. (a) The Borrower hereby authorizes the Administrative Agent to disburse the proceeds of each Borrowing in accordance with the terms of any written instructions from any Authorized Officer of the BorrowerAuthorized Officers, provided that the Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed in an Account Designation Letter. The Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. (b) Unless the Administrative Agent shall have received has received, prior to 1:00 p.m., Charlotte time, on the relevant Borrowing Date, written notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share 's ratable portion, if any, of such the relevant Borrowing, the Administrative Agent may assume that such Lender has made such share portion available to the Agent in immediately available funds on such date Borrowing Date in accordance with Section 2.2 the applicable provisions of SECTION 2.2, and the Agent may, in reliance upon such assumption, but shall not be obligated to, make a corresponding amount available to the Borrower a corresponding amounton such Borrowing Date. In If and to the extent that such event, if a Lender has shall not in fact have made its share of the applicable Borrowing such portion available to the Administrative Agent, then the applicable Lender and the Borrower Agent shall have made such corresponding amount available to the Borrower, such Lender, on the one hand, and the Borrower, on the other, severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount amount, together with interest thereon, thereon for each day from and including the date such amount is made available to the Borrower to but excluding until the date of payment such amount is repaid to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of at the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation Rate, and (ii) in the case of a payment to be made by the Borrower, at the Adjusted Base Rate. If the Borrower and rate of interest applicable at such Lender shall pay such interest time to the Administrative Agent for Type of Loan comprising such Borrowing, as determined under the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount provisions of such interest paid by the Borrower for such periodSECTION 2.8. If such Lender pays its share of the applicable Borrowing shall repay to the Administrative AgentAgent such corresponding amount, then the such amount so paid shall constitute such Lender’s 's Loan included in as part of such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (c) The obligations Borrowing for purposes of the Lenders hereunder to make Loans, to fund participations in Swingline Loans and Letters of Credit and to make payments pursuant to Section 10.1(c) are several and not jointthis Agreement. The failure of any Lender to make any Loan, Loan required to fund be made by it as part of any such participation or to make any such payment on any date Borrowing shall not relieve any other Lender of its corresponding obligation, if any, hereunder to do so on make its Loan as part of such dateBorrowing, but no Lender shall be responsible for the failure of any other Lender to so make its Loan, purchase its participation or the Loan to make be made by such other Lender as part of any such payment required hereunderBorrowing. (dc) Each Lender may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan to or for the account of such Lender in accordance with the terms of this Agreement.

Disbursements; Funding Reliance; Domicile of Loans. (a) The Borrower hereby authorizes the Administrative Agent to disburse the proceeds of each Borrowing the Loans in accordance with the terms of any written instructions from any Authorized Officer of the BorrowerAuthorized Officers, provided that the Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed in an the Account Designation Letter. The Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation LetterLeher. (b) Unless the Administrative Agent shall have received has received, prior to 2:00 p.m., Charlotte time, on the Closing Date, written notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share 's ratable portion of such Borrowingthe borrowing to be made on the Closing Date, the Administrative Agent may assume that such Lender has made such share portion available to the Agent in immediately available funds on such date the Closing Date in accordance with the provisions of Section 2.2 2.2(b), and the Agent may, in reliance upon such assumption, but shall not be obligated to, make a corresponding amount available to the Borrower a corresponding amounton the Closing Date. In If and to the extent that such event, if a Lender has shall not in fact have made its share of the applicable Borrowing such portion available to the Administrative Agent, then the applicable Lender and the Borrower Agent shall have made such corresponding amount available to the Borrower, such Lender, on the one hand, and the Borrower, on the other, severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount amount, together with interest thereon, thereon for each day from and including the date such amount is made available to the Borrower to but excluding until the date of payment such amount is repaid to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of at the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation Rate, and (ii) in the case of a payment to be made by the Borrower, at the Adjusted Base Rate. If the Borrower and such Lender shall pay such interest repay to the Administrative Agent for the same or an overlapping periodsuch corresponding amount, the Administrative Agent shall promptly remit to the Borrower the such amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s 's Loan included in as part of such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (c) The obligations borrowing for purposes of the Lenders hereunder to make Loans, to fund participations in Swingline Loans and Letters of Credit and to make payments pursuant to Section 10.1(c) are several and not jointthis Agreement. The failure of any Lender to make any Loan, Loan required to fund any be made by it as part of such participation or to make any such payment on any date borrowing shall not relieve any other Lender of its corresponding obligation, if any, hereunder to do so on make its Loan as part of such dateborrowing, but no Lender shall be responsible for the failure of any other Lender to so make its Loan, purchase its participation or the Loan to make any be made by such payment required hereunderother Lender as part of such borrowing. (dc) Each Subject to Section 2.19, each Lender may, at its option, make and maintain its Loan or any Loan portion thereof at, to or for the account of any of its Lending Offices, provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan to or for the account of such Lender in accordance with the terms of this Agreement.

Disbursements; Funding Reliance; Domicile of Loans. (a) The Borrower hereby authorizes the Administrative Agent to disburse the proceeds of each Borrowing in accordance with the terms of any written instructions from any Authorized Officer of the BorrowerAuthorized Officers, provided that the Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed in an Account Designation Letter. The Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. (b) Unless the Administrative Agent shall have received has received, prior to 1:00 p.m., Charlotte time, on the relevant Borrowing Date, written notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share 's ratable portion of such the relevant Borrowing, the Administrative Agent may assume that such Lender has made such share portion available to the Agent in immediately available funds on such date Borrowing Date in accordance with Section 2.2 the applicable provisions of SECTION 2.2, and the Agent may, in reliance upon such assumption, but shall not be obligated to, make a corresponding amount available to the Borrower a corresponding amounton such Borrowing Date. In If and to the extent that such event, if a Lender has shall not in fact have made its share of the applicable Borrowing such portion available to the Administrative Agent, then the applicable Lender and the Borrower Agent shall have made such corresponding amount available to the Borrower, such Lender, on the one hand, and the Borrower, on the other, severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount amount, together with interest thereon, thereon for each day from and including the date such amount is made available to the Borrower to but excluding until the date of payment such amount is repaid to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of at the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation Rate, and (ii) in the case of a payment to be made by the Borrower, at the Adjusted Base Rate. If the Borrower and rate of interest applicable at such Lender shall pay such interest time to the Administrative Agent for Type of Revolving Loans comprising such Borrowing, as determined under the same or an overlapping periodprovisions of SECTION 2.8; provided, the Administrative Agent that Borrower shall promptly remit not be in default of its obligation to make such repayment to the Borrower Agent if the amount repayment is made within one Business Day of Borrower's receipt of notice of such interest paid by the Borrower for such periodobligation. If such Lender pays its share of the applicable Borrowing shall repay to the Administrative AgentAgent such corresponding amount, then the such amount so paid shall constitute such Lender’s 's Revolving Loan included in as part of such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (c) The obligations Borrowing for purposes of the Lenders hereunder to make Loans, to fund participations in Swingline Loans and Letters of Credit and to make payments pursuant to Section 10.1(c) are several and not jointthis Agreement. The failure of any Lender to make any Loan, Revolving Loan required to fund be made by it as part of any such participation or to make any such payment on any date Borrowing shall not relieve any other Lender of its corresponding obligation, if any, hereunder to do so on such date, but no Lender shall be responsible for the failure of any other Lender to so make its Loan, purchase its participation or to make any such payment required hereunder. (d) Each Lender may, at its option, make and maintain any Revolving Loan at, to or for the account as part of any of its Lending Offices, provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan to or for the account of such Lender in accordance with the terms of this Agreement.such