Common use of Funding of Advances Clause in Contracts

Funding of Advances. To obtain an Advance, Borrower may from time to ------------------- time deliver to Lender a written request for an Advance (an "Advance Request"). In each Advance Request, Borrower shall specify the amount and intended use of the requested Advance and the date that the requested Advance is to be made (which date shall be at least five (5) Business Days after Lender's receipt of the Advance Request). Each Advance shall be accompanied by an Officer's Certificate certifying that (i) Borrower has complied with and is in compliance with all terms, covenants, and conditions of this Loan Agreement and the other Loan Documents, (ii) no Default or Event of Default exists or, if such is not the case, that one or more specified Defaults or Events of Default have occurred, and (iii) the representations and warranties contained in this Loan Agreement are true with the same effect as though made on the date of such Officer's Certificate. Each Advance shall be in the minimum amount of $2,000,000.00. If all conditions precedent to such Advance contained in Article Three hereof are satisfied, Lender shall make the requested Advance by depositing the proceeds thereof into the Loan Account. Each Advance shall be made at the main office of Lender in Birmingham, Alabama (or such other place as Lender may designate), and Lender not be obligated to make more an one (1) Advance per calendar month during the Commitment Period. Each submission by Borrower to Lender of an Advance Request (whether or not such Advance Request complies with the provisions of this Section) shall constitute Borrower's representation and warranty to Lender that all conditions to the Advance set forth in this Loan Agreement are satisfied. The provisions of this Section are solely for the benefit of Lender. Lender may, at its election, make one or more Advances to Borrower upon written or oral disbursement requests not complying with the requirements of this Section, and all such Advances shall, in the absence of bad faith by Lender, conclusively be deemed to be within the Obligations to the same extent as if they were made in strict compliance with the requirements of this Section.

Funding of Advances. To obtain an (i) Promptly after receipt of a Notice of Borrowing or a telephonic notice pursuant to Section 2.2(b) or (c), respectively, Agent shall notify the Lenders (i) with respect to a Base Rate Advance, Borrower may from time as soon as practicable and (ii) with respect to ------------------- time deliver to Lender a written request for an Advance Eurodollar Rate Advance, not later than 1:00 p.m. (an "Advance Request"). In each Advance RequestPacific time) on the Business Day immediately preceding the Funding Date applicable thereto, Borrower shall specify the amount and intended use by telecopy, telephone, or other similar form of transmission, of the requested Advance and Borrowing. Each Lender shall make the date that amount of such Lender's Pro Rata Share of the requested Advance is Borrowing available to be made Agent in immediately available funds, to Agent's Account, not later than 11:00 a.m. (which date shall be at least five (5California time) Business Days after Lenderon the Funding Date applicable thereto. After Agent's receipt of the proceeds of such Advances, upon satisfaction of the applicable conditions precedent set forth in Article III hereof, Agent shall make the proceeds thereof available to Borrower on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Agent to an account designated by Borrower; provided, however, that, Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance Request). Each Advance if Agent shall be accompanied by an Officer's Certificate certifying have actual knowledge that (i1) Borrower one or more of the applicable conditions precedent set forth in Section 3.2 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has complied with and is in compliance with all termsbeen waived, covenants, and conditions of this Loan Agreement and or (2) the other Loan Documents, requested Borrowing would exceed the Revolving Facility Availability on such Funding Date. (ii) no Default Unless Agent receives notice from a Lender on or Event of Default exists prior to the Closing Date or, if with respect to any Borrowing after the Closing Date, at least one (1) Business Day prior to the date of such is not the caseBorrowing, that one such Lender will not make available as and when required hereunder to Agent for the account of Borrower the amount of that Lender's Pro Rata Share of the Borrowing, Agent may assume that each Lender has made or more specified Defaults or Events of Default will make such amount available to Agent in immediately available funds on the Funding Date and Agent may (but shall not be so required), in reliance upon such assumption, make available to Borrower on such date a corresponding amount. If and to the extent any Lender shall not have occurredmade its full amount available to Agent in immediately available funds and Agent in such circumstances has made available to Borrower such amount, and (iii) that Lender shall on the representations and warranties contained in Business Day following such Funding Date make such amount available to Agent, together with interest at the Defaulting Lender Rate for each day during such period. A notice submitted by Agent to any Lender with respect to amounts owing under this Loan Agreement are true with the same effect as though subsection shall be conclusive, absent manifest error. If such amount is so made available, such payment to Agent shall constitute such Lender's Revolving Advance on the date of such Officer's Certificate. Each Advance shall be in the minimum amount Borrowing for all purposes of $2,000,000.00this Agreement. If all conditions precedent such amount is not made available to Agent on the Business Day following the Funding Date, Agent will notify Borrower of such Advance contained in Article Three hereof are satisfiedfailure to fund and, Lender upon demand by Agent, Borrower shall make pay such amount to Agent for Agent's account, together with interest thereon for each day elapsed since the requested Advance by depositing date of such Borrowing, at a rate per annum equal to the proceeds thereof into the Loan Account. Each Advance shall be made interest rate applicable at the main office time to the Revolving Advances composing such Borrowing. The failure of any Lender in Birmingham, Alabama (or such other place as Lender may designate), and Lender not be obligated to make more an one (1) Advance per calendar month during the Commitment Period. Each submission by Borrower to Lender of an Advance Request (whether or not such Advance Request complies with the provisions of this Section) shall constitute Borrower's representation and warranty to Lender that all conditions to the Advance set forth in this Loan Agreement are satisfied. The provisions of this Section are solely for the benefit of Lender. Lender may, at its election, make one or more Advances to Borrower upon written or oral disbursement requests not complying with the requirements of this Section, and all such Advances shall, in the absence of bad faith by Lender, conclusively be deemed to be within the Obligations to the same extent as if they were made in strict compliance with the requirements of this Section.any

Funding of Advances. To obtain an On each Advance Date, subject to the satisfaction of the applicable conditions precedent specified in this Agreement, Lender shall remit its proportionate share of the aggregate amount of the Advance requested by the Borrowers to the account designated in writing by Lead Arranger by 2:00 p.m. (New York City time) by wire transfer of same day funds. Upon receipt of such funds, Lead Arranger shall, not later than 3:00 p.m. New York time on each Advance Date, subject to the fulfillment of the conditions precedent set forth in Section 6.02 and, with respect to the Initial Advance, Borrower may from time to ------------------- time deliver to Lender a written request for an Advance (an "Advance Request"). In each Advance RequestSection 6.01, Borrower shall specify deposit the amount and intended use of the requested Advance and the date that the requested Advance is to be made (which date shall be at least five (5) Business Days after Lender's receipt of on such Advance Date in immediately available funds in the account specified by Borrowers in the Advance Request). Each Lender shall not be required to make any Advance shall be accompanied by an Officer's Certificate certifying that if (i) Borrower the Repayment Period has complied with and is in compliance with all terms, covenants, and conditions of this Loan Agreement and the other Loan Documents, commenced or (ii) no any Cease Funding Event, Springing Deed of Trust Trigger Event, Borrowing Base Deficiency, Default or Event of Default exists or, if such is not the case, that one then has occurred or more specified Defaults or Events of Default have occurred, and (iii) the representations and warranties contained in this Loan Agreement are true with the same effect would occur as though made on the date a result of such Officer's CertificateAdvance. Each Advance shall be in Notwithstanding anything contained to the minimum amount of $2,000,000.00. If all conditions precedent to such Advance contained in Article Three hereof are satisfiedcontrary herein, Lender shall make the requested Advance by depositing the proceeds thereof into the Loan Account. Each Advance shall be made at the main office of Lender in Birmingham, Alabama (or such other place as Lender may designate), and Lender not be obligated have no obligation to make fund Advances more an than one (1) Advance time per calendar month during week. Notwithstanding the Commitment Periodforegoing, it is hereby understood that the Tranche B Lenders shall have no obligation to fund any Advances hereunder unless and until the Tranche A Amount is fully drawn. Each submission by Borrower to Lender of an Advance Request (whether or not such Advance Request complies Further, the Tranche B Lenders shall fund Advances with the provisions of this Section) shall constitute Borrower's representation and warranty to Lender that all conditions respect to the Advance set forth Tranche B Amount on a pro rata basis based on their respective Commitments; provided that in this no event shall the Tranche B Lenders have any obligation to fund any Advances with respect to the Tranche B Amount after the end of the Tranche B Revolving Period. (f) Section 3.01 of the Loan Agreement are satisfied. The provisions of this Section are solely for is hereby amended by adding the benefit of Lender. Lender may, at its election, make one or more Advances to Borrower upon written or oral disbursement requests not complying with the requirements of this Section, and all such Advances shall, in the absence of bad faith by Lender, conclusively be deemed to be within the Obligations following new section (d) to the same extent as if they were made in strict compliance with the requirements of this Section.end thereof:

Funding of Advances. To obtain an Advance, Borrower may from time to ------------------- time deliver to Lender a written request for an Advance (an "Advance Request"). In a) Upon receipt of each Advance Request, Borrower the Agent shall specify immediately notify each Lender thereof and of the amount and intended use Type of Advance to be made by each Lender, the requested Advance and the date that the requested Credit Facility under which such Advance is to be made (such amount being each Lender’s Commitment Percentage under such Credit Facility of the Advances to be made on the applicable Drawdown Date) and each Lender shall, in accordance with Section 5.11, make the necessary arrangements to provide its Advance pursuant to Section 2.3(b). Unless the Agent shall have received notice from a relevant Lender prior to 11:00 a.m. on the proposed Drawdown Date that such Lender will not make available to the Agent such Xxxxxx’s Advance to be made by it, the Agent may (but shall not be obligated to) assume that such Lender has made such Advance available to the Agent on such date in accordance with the provisions hereof and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In the event that the Agent has made such assumption and has made the corresponding amount available to the Borrower and any relevant Lender (the “Defaulting Lender”) shall not make its Advance the remaining Lenders shall not be liable therefor and shall each be liable to provide only the Advance which it is severally obligated to provide or effect hereunder in accordance with its respective Commitment Percentage. The Defaulting Lender shall pay to the Agent forthwith on demand, the full amount that the Defaulting Lender did not make available, together with interest thereon, accruing daily from the date such amount was made available by the Agent to the Borrower to but excluding the date of payment by such Defaulting Lender to the Agent, at an annual rate of interest equal to the then prevailing interbank rate together with the reasonable costs and expenses incurred by the Agent in connection therewith. If such Defaulting Lender pays such amount to the Agent then such amount shall be at least five (5) Business Days after constitute such Lender's receipt ’s Advance for the purposes of this Agreement and shall entitle such Defaulting Lender to all rights and remedies of a Lender against the Borrower in respect of such Advance. If the Defaulting Xxxxxx fails to so pay the Agent, the Borrower shall without prejudice to any rights it may have against such Defaulting Lender, upon demand by the Agent, promptly pay and return to the Agent the full amount of the Advance Request)which the Defaulting Lender failed to make available and which the Agent nevertheless disbursed to the Borrower. (b) In the case of any Advance constituting a Prime Rate Loan, U.S. Base Rate Loan or LIBOR Loan, each Lender shall deposit its share into the Agent’s Account in immediately available funds no later than 11:00 a.m. on the Drawdown Date specified by the Borrower in its Advance Request given in accordance with Section 2.2. Upon receipt by the Agent of such funds and upon fulfilment of the applicable conditions set forth in Article VII, the Agent shall make such funds immediately available to the Borrower by debiting the Agent’s Account and depositing for value on the Drawdown Date into the Borrower’s Account the full amount thereof and all amounts so advanced and deposited shall be deemed to have been received and borrowed by the Borrower hereunder. With respect to a BA Advance, the Agent upon notifying each Lender of its share to be funded (as provided for above) shall also advise each Lender of the aggregate Face Amount of the BA Instruments to be accepted by and purchased by it. The aggregate Face Amount of BA Instruments to be accepted and purchased by each Lender shall be determined by the Agent by reference to the respective Commitment Percentage of each relevant Lender except that, if the Face Amount of any BA Instrument would not be $100,000 or a whole integral multiple thereof, the Face Amount shall be increased or reduced by the Agent in its sole discretion to the nearest whole multiple of $100,000. Each Advance relevant Lender (and not the Agent) shall be accompanied by an Officer's Certificate certifying that (i) Borrower has complied with responsible for accepting and is in compliance with all terms, covenants, and conditions purchasing its share of this Loan Agreement and the other Loan Documents, (ii) no Default or Event of Default exists or, if such is not the case, that one or more specified Defaults or Events of Default have occurred, and (iii) the representations and warranties contained in this Loan Agreement are true with the same effect as though made BA Instruments on the date applicable Drawdown Date and each such Lender shall transfer and deposit to the Agent’s Account on or before 11:00 a.m. on the Drawdown Date in immediately available Canadian dollars the net proceeds (being the BA Purchase Price) from the purchase by such Lender of such Officer's CertificateBA Instruments. Each Advance shall be in the minimum amount of $2,000,000.00. If all conditions precedent to such Advance contained in Article Three hereof are satisfied, Lender The Agent shall make such amounts received by it from each Lender as aforesaid available to the requested Advance Borrower by depositing the proceeds thereof into same for value on the Loan applicable Drawdown Date to the Borrower’s Account. Each Advance shall be made at the main office of Lender in Birmingham, Alabama . (or such other place as Lender c) The Agent may designate)rely and act upon, and Lender not be obligated to make more an one (1) Advance per calendar month during except where the Commitment Period. Each submission Agent has acted in a manner that is grossly negligent or constitutes wilful misconduct, shall incur no liability under or in respect of this Agreement by Borrower to Lender of an in good faith relying or acting upon, any Advance Request (whether or not such Advance Request complies with the provisions of this Section) shall constitute Borrower's representation and warranty to Lender that all conditions to the Advance set forth in this Loan Agreement are satisfied. The provisions of under this Section are solely for 2.3 whether delivered or transmitted by telecopier believed by the benefit Agent to be genuine (without any verification inquiries) and to be signed or sent or given on behalf of Lender. Lender may, at its election, make one the Borrower or more Advances to by acting upon any representation or warranty of the Borrower upon written made or oral disbursement requests not complying with the requirements of this Section, and all such Advances shall, in the absence of bad faith by Lender, conclusively be deemed to be within made hereunder by reason of or as a result of such Advance Request. The Agent and each Lender are entitled to rely upon and act upon telecopy notice made or purportedly made by or on behalf of the Obligations Borrower and the Borrower hereby waives the right to dispute the same extent as if they were made authenticity and validity of any transaction undertaken pursuant to such telecopy instructions once the Agent or any Lender has advanced funds in strict compliance with the requirements of this Sectionaccordance therewith, absent manifest error, gross negligence or wilful misconduct.

Funding of Advances. To obtain an AdvanceEach Lender will make its pro rata ------------------- share of each Revolving Loan available to the Administrative Agent by 3:00 P.M. (Charlotte, Borrower North Carolina time) on the date specified in the applicable Notice of Borrowing by deposit in dollars of immediately available funds at the offices of the Administrative Agent in Charlotte, North Carolina, or at such other address as the Administrative Agent may from time to ------------------- time deliver to Lender a written request for an Advance designate in writing, and the Administrative Agent shall, by 4:00 P.M. (an "Advance Request"). In each Advance RequestCharlotte, Borrower shall specify North Carolina time) on the same day, credit the amount and intended use so received to the general deposit account of the requested Advance and Borrowers with the Administrative Agent. All Revolving Loans shall be made by the Lenders pro rata on the basis of each Lender's Commitment Percentage. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make Revolving Loans hereunder; provided, however, that the -------- ------- failure of any Lender to fulfill its Commitment hereunder shall not relieve any other Lender of its Commitment hereunder. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any Revolving Loan advance that such Lender does not intend to make available to the requested Advance is Administrative Agent its portion of the Revolving Loan advance to be made (which date shall be at least five (5) Business Days after Lender's receipt of on such date, the Advance Request). Each Advance shall be accompanied by an Officer's Certificate certifying Administrative Agent may assume that (i) Borrower such Lender has complied with and is in compliance with all terms, covenants, and conditions of this Loan Agreement and made such amount available to the other Loan Documents, (ii) no Default or Event of Default exists or, if such is not the case, that one or more specified Defaults or Events of Default have occurred, and (iii) the representations and warranties contained in this Loan Agreement are true with the same effect as though made Administrative Agent on the date of such Officer's CertificateRevolving Loan advance, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion without any obligation to do so) make available to the Borrowers a corresponding amount. Each Advance If such corresponding amount is not in fact made available to the Administrative Agent, the Administrative Agent shall be in the minimum entitled to recover such corresponding amount of $2,000,000.00from such Lender. If all conditions precedent such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent will promptly notify the Borrowers and the Borrowers shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from such Lender or the Borrowers, as the case may be, interest on such corresponding amount in respect of each day from the date, with respect to the Borrowers, such corresponding amount was made available by the Administrative Agent to the Borrowers and, with respect to such Advance contained in Article Three hereof are satisfiedLender, demand for payment from such Lender shall make was made by the requested Advance by depositing the proceeds thereof into the Loan Account. Each Advance shall be made at the main office of Lender in BirminghamAdministrative Agent, Alabama (or such other place as Lender may designate), and Lender not be obligated to make more an one (1) Advance per calendar month during the Commitment Period. Each submission by Borrower to Lender of an Advance Request (whether or not such Advance Request complies with the provisions of this Section) shall constitute Borrower's representation and warranty to Lender that all conditions to the Advance set forth in this Loan Agreement are satisfied. The provisions of this Section are solely for date such corresponding amount is recovered by the benefit of Lender. Lender mayAdministrative Agent, at its electiona per annum rate equal to, make one or more Advances with respect to Borrower upon written or oral disbursement requests not complying the Borrowers, the then applicable rate calculated in accordance with the requirements of this SectionSection 2.01(d) and, and all with respect to such Advances shall, in the absence of bad faith by Lender, conclusively be deemed to be within the Obligations to the same extent as if they were made in strict compliance with the requirements of this SectionFederal Funds Effective Rate.

Funding of Advances. To obtain an Advance, Borrower may from time to ------------------- time deliver to Lender a written request for an Advance (an "Advance Request"). In a) Upon receipt of each Advance Request, Borrower the Agent shall specify immediately notify each Lender thereof and of the amount and intended use Type of Advance to be made by each Lender, the requested Advance and the date that the requested Credit Facility under which such Advance is to be made (such amount being each Lender’s Commitment Percentage under such Credit Facility of the Advances to be made on the applicable Drawdown Date) and each Lender shall, in accordance with Section 5.11, make the necessary arrangements to provide its Advance pursuant to Section 2.3(b). Unless the Agent shall have received notice from a relevant Lender prior to 11:00 a.m. on the proposed Drawdown Date that such Lender will not make available to the Agent such Xxxxxx’s Advance to be made by it, the Agent may (but shall not be obligated to) assume that such Lender has made such Advance available to the Agent on such date in accordance with the provisions hereof and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In the event that the Agent has made such assumption and has made the corresponding amount available to the Borrower and the Defaulting Lender shall not make its Advance, the remaining Non-Defaulting Lenders shall not be liable therefor and shall each be liable to provide only the Advance which it is severally obligated to provide or effect hereunder in accordance with its respective Commitment Percentage. The Defaulting Lender shall pay to the Agent forthwith on demand, the full amount that the Defaulting Lender did not make available, together with interest thereon, accruing daily from the date such amount was made available by the Agent to the Borrower to but excluding the date of payment by such Defaulting Lender to the Agent, at an annual rate of interest equal to the then prevailing interbank rate together with the reasonable costs and expenses incurred by the Agent in connection therewith. If such Defaulting Lender pays such amount to the Agent then such amount shall be at least five (5) Business Days after constitute such Lender's receipt ’s Advance for the purposes of this Agreement and shall entitle such Defaulting Lender to all rights and remedies of a Lender against the Borrower in respect of such Advance. If the Defaulting Xxxxxx fails to so pay the Agent, the Borrower shall without prejudice to any rights it may have against such Defaulting Lender, upon demand by the Agent, promptly pay and return to the Agent the full amount of the Advance Request)which the Defaulting Lender failed to make available and which the Agent nevertheless disbursed to the Borrower. For greater certainty, the provisions of Section 11.18 shall also apply to the Defaulting Lender. (b) In the case of any Advance constituting a Prime Rate Loan, U.S. Base Rate Loan or LIBOR Loan, each Lender shall deposit its share into the Agent’s Account in immediately available funds no later than 11:00 a.m. on the Drawdown Date specified by the Borrower in its Advance Request given in accordance with Section 2.2. Upon receipt by the Agent of such funds and upon fulfilment of the applicable conditions set forth in Article 7, the Agent shall make such funds immediately available to the Borrower by debiting the Agent’s Account and depositing for value on the Drawdown Date into the Borrower’s Account the full amount thereof and all amounts so advanced and deposited shall be deemed to have been received and borrowed by the Borrower hereunder. With respect to a BA Advance, the Agent upon notifying each Lender of its share to be funded (as provided for above) shall also advise each Lender of the aggregate Face Amount of the BA Instruments to be accepted by and purchased by it. The aggregate Face Amount of BA Instruments to be accepted and purchased by each Lender shall be determined by the Agent by reference to the respective Commitment Percentage of each relevant Lender except that, if the Face Amount of any BA Instrument would not be $100,000 or a whole integral multiple thereof, the Face Amount shall be increased or reduced by the Agent in its sole discretion to the nearest whole multiple of $100,000. Each Advance relevant Lender (and not the Agent) shall be accompanied by an Officer's Certificate certifying that (i) Borrower has complied with responsible for accepting and is in compliance with all terms, covenants, and conditions purchasing its share of this Loan Agreement and the other Loan Documents, (ii) no Default or Event of Default exists or, if such is not the case, that one or more specified Defaults or Events of Default have occurred, and (iii) the representations and warranties contained in this Loan Agreement are true with the same effect as though made BA Instruments on the date applicable Drawdown Date and each such Lender shall transfer and deposit to the Agent’s Account on or before 11:00 a.m. on the Drawdown Date in immediately available Canadian Dollars the net proceeds (being the BA Purchase Price) from the purchase by such Lender of such Officer's CertificateBA Instruments. Each Advance shall be in the minimum amount of $2,000,000.00. If all conditions precedent to such Advance contained in Article Three hereof are satisfied, Lender The Agent shall make such amounts received by it from each Lender as aforesaid available to the requested Advance Borrower by depositing the proceeds thereof into same for value on the Loan applicable Drawdown Date to the Borrower’s Account. Each Advance shall be made at the main office of Lender in Birmingham, Alabama . (or such other place as Lender c) The Agent may designate)rely and act upon, and Lender not be obligated to make more an one (1) Advance per calendar month during except where the Commitment Period. Each submission Agent has acted in a manner that is grossly negligent or constitutes wilful misconduct, shall incur no liability under or in respect of this Agreement by Borrower to Lender of an in good faith relying or acting upon, any Advance Request (whether or not such Advance Request complies with the provisions of this Section) shall constitute Borrower's representation and warranty to Lender that all conditions to the Advance set forth in this Loan Agreement are satisfied. The provisions of under this Section are solely for 2.3 whether delivered or transmitted by telecopier or other electronic means believed by the benefit Agent to be genuine (without any verification inquiries) and to be signed or sent or given on behalf of Lender. Lender may, at its election, make one the Borrower or more Advances to by acting upon any representation or warranty of the Borrower upon written made or oral disbursement requests not complying with the requirements of this Section, and all such Advances shall, in the absence of bad faith by Lender, conclusively be deemed to be within made hereunder by reason of or as a result of such Advance Request. The Agent and each Lender are entitled to rely upon and act upon telecopy or other electronic means notice made or purportedly made by or on behalf of the Obligations Borrower and the Borrower hereby waives the right to dispute the same extent as if they were made authenticity and validity of any transaction undertaken pursuant to such telecopy instructions once the Agent or any Lender has advanced funds in strict compliance with the requirements of this Sectionaccordance therewith, absent manifest error, gross negligence or wilful misconduct.