Common use of Funding of Term Loans Clause in Contracts

Funding of Term Loans. On the Effective Date, each Lender will make its Term Loan Commitment Percentage of the aggregate amount of Term Loans requested by the Borrowers available to the Administrative Agent by deposit, in Dollars and in immediately available funds, at the Administrative Agent's office at the Agency Services Address or at such other address as the Administrative Agent may designate in writing. The amount of the Term Loans will then be made available to the Borrowers by the Administrative Agent by crediting the account of the Borrowers on the books of such office of the Administrative Agent, to the extent the amount of such Term Loans are made available to the Administrative Agent. All Term Loans made on the Effective Date shall be Base Rate Loans. Thereafter, all or any portion of the Term Loans may be converted into Eurodollar Loans in accordance with the terms of Section 2.1(d) and the definition of "Interest Period" set forth in Section 1.1. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make a Term Loan hereunder; provided, however, that the failure of any Lender to fulfill its obligations hereunder shall not relieve any other Lender of its obligations hereunder. Unless the Administrative Agent shall have been notified by any Lender prior to the date of the Term Loans that such Lender does not intend to make available to the Administrative Agent its portion of the Term Loans to be made on such date, the Administrative Agent may assume that such Lender has or will make the amount of its Term Loan available to the Administrative Agent on the Effective Date, and the Administrative Agent in reliance upon such assumption, may (in its sole discretion but without any obligation to do so) make available to the Borrowers a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If 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 such corresponding amount was made available by the Administrative Agent to the Borrowers to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (i) from the Borrowers at the Adjusted Base Rate and (ii) from such Lender at the Federal Funds Rate if paid within two Business Days of the date of drawing and thereafter at a rate equal to the Base Rate.

Funding of Term Loans. On the Effective Date, each Lender will make its Term Loan Commitment Percentage of the aggregate amount of Term Loans requested by the Borrowers available to the Administrative Agent by deposit, in Dollars and in immediately available funds, at the Administrative Agent's office at the Agency Services Address or at such other address as the Administrative Agent may designate in writing. The amount of the Term Loans will then be made available to the Borrowers by the Administrative Agent by crediting the account of the Borrowers on the books of such office of the Administrative Agent, to the extent the amount of such Term Loans are made available to the Administrative Agent. All Term Loans made on the Effective Date shall be Base Rate Loans. Thereafter, all or any portion of the Term Loans may be converted into Eurodollar Loans in accordance with the terms of Section 2.1(d) and the definition of "Interest Period" set forth in Section 1.1. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make a Term Loan hereunder; provided, however, that the failure of any Lender to fulfill its obligations hereunder shall not relieve any other Lender of its obligations hereunder. Unless the Administrative Agent shall have been notified by any Lender received notice from a Term Lender, prior to the date of the Term Loans Closing Date, that such Term Lender does will not intend to make available to the Administrative Agent its portion such Term Lender’s Pro Rata Share of the such Term Loans to be made on such dateLoans, the Administrative Agent may may, but shall not be required to, assume that such Term Lender has or will make the amount of made such Pro Rata Share available on such date in accordance with Section 1.02(c) and may in its Term Loan available to the Administrative Agent on the Effective Datesole discretion, and the Administrative Agent but shall not be required to, in reliance upon such assumption, may (in its sole discretion but without any obligation to do so) make available to the Borrowers Borrower a corresponding amount. If any Term Lender either does not make its Pro Rata Share of the Term Loans available to the Administrative Agent or delays in doing so past 3:00 p.m., New York City time, on the Closing Date (such Term Lender (until it makes such Pro Rata Share available) hereinafter referred to as a “Term Defaulting Lender”), then the Administrative Agent shall immediately notify the Borrower of such default. If the Administrative Agent has, in its sole discretion, made available to the Borrower an amount corresponding to such Term Defaulting Lender’s Pro Rata Share of the Term Loans, then each of the Term Defaulting Lender and the Borrower agrees to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, on each day from and including the date such amount is not in fact made available to the Borrower to but excluding the date of payment to the Administrative Agent, at: (i) in the Administrative Agent shall be able case of the Term Defaulting Lender, the Federal Funds Rate; or (ii) in the case of the Borrower, the interest rate applicable to recover Alternate Base Rate Loans. If, with respect to the immediately preceding sentence, the Borrower pays such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon and interest thereon to the Administrative Agent's demand therefor, then the Administrative Agent will promptly notify Term Defaulting Lender shall indemnify and hold harmless the BorrowersBorrower from and against such amount and interest thereon, and the Borrowers shall immediately pay if such corresponding Term Defaulting Lender pays such amount to the Administrative Agent. The Administrative Agent , then such amount shall also be entitled to recover from constitute such Lender or the Borrowers, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrowers to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (i) from the Borrowers at the Adjusted Base Rate and (ii) from such Lender at the Federal Funds Rate if paid within two Business Days Term Defaulting Lender’s Pro Rata Share of the date of drawing and thereafter at a rate equal to the Base RateTerm Loans.

Funding of Term Loans. On the Effective Initial Funding Date, each applicable Lender will make its Term Loan Commitment Percentage of the aggregate amount of Term Loans requested by the Borrowers Loan Committed Amount available to the Administrative Agent by deposit, in Dollars and in immediately available funds, at the offices of the Administrative Agent's Agent at its principal office at the Agency Services Address in Charlotte, North Carolina or at such other address as the Administrative Agent may designate in writing. The amount of the Term Loans will then be made available to the Borrowers Borrower by the Administrative Agent by crediting the account of the Borrowers Borrower on the books of such office of the Administrative Agent, to the extent the amount of such Term Loans are made available to the Administrative Agent. All Term Loans made on the Effective Initial Funding Date shall be Base Rate Loans. Thereafter, all or any portion of the Term Loans may be converted into Eurodollar Loans in accordance with the terms of Section 2.1(d) 2.5 and the definition of "Interest Period" set forth in Section 1.1. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make a Term Loan hereunder; provided, however, that the failure of any Lender to fulfill its obligations hereunder shall not relieve any other Lender of its obligations hereunder. Unless If the Administrative Agent shall have been notified by any Lender prior received an executed signature page to the date of the Term Loans that such Lender does not intend to make available to the Administrative Agent its portion of the Term Loans to be made on such datethis Credit Agreement (whether an original or via telecopy) from a Lender, the Administrative Agent may assume that such Lender has or will make the amount of its Term Loan Loans available to the Administrative Agent on the Effective Initial Funding Date, and the Administrative Agent in reliance upon such assumption, may (in its sole discretion but without any obligation to do so) make available to the Borrowers Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent will promptly notify the BorrowersBorrower, and the Borrowers Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from such the Lender or the BorrowersBorrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrowers Borrower to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (i) from the Borrowers Borrower at the Adjusted Base Rate applicable rate for such Term Loan and (ii) from such a Lender at the Federal Funds Rate if paid within two Business Days of the date of drawing and thereafter at a rate equal to the Base Rate.

Funding of Term Loans. On (a) Upon receipt of a Notice of Borrowing, the Effective DateAdministrative Agent shall promptly notify each Bank of the contents thereof and of such Bank’s share of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Company. (b) Not later than 12:00 noon (New York City time) (or 1:00 p.m. (New York City time) in the case of any Base Rate Borrowing) on the date of each Borrowing, each Lender Bank participating therein shall make available its share of such Borrowing, in Federal or other funds immediately available in New York City, to the Administrative Agent at its address specified in or pursuant to Section 10.01. Unless the Administrative Agent determines that any applicable condition specified in Article III has not been satisfied, the Administrative Agent will make its Term Loan Commitment Percentage the funds so received from the Banks available to the Company at any account of the aggregate amount of Term Loans requested by the Borrowers available Company specified in writing to the Administrative Agent by deposit, in Dollars and in immediately available funds, at the Administrative Agent's office at the Agency Services Address or at such other address as the Administrative Agent may designate in writing. The amount of the Term Loans will then be made available to the Borrowers by the Administrative Agent by crediting the account of the Borrowers on the books of such office of the Administrative Agent, to the extent the amount of such Term Loans are made available Company that is reasonably acceptable to the Administrative Agent. All Term Loans made on the Effective Date shall be Base Rate Loans. Thereafter, all or any portion of the Term Loans may be converted into Eurodollar Loans in accordance with the terms of Section 2.1(d. (c) and the definition of "Interest Period" set forth in Section 1.1. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make a Term Loan hereunder; provided, however, that the failure of any Lender to fulfill its obligations hereunder shall not relieve any other Lender of its obligations hereunder. [Reserved]. (d) Unless the Administrative Agent shall have been notified by any Lender received notice from a Bank prior to the date time of the Term Loans any Borrowing that such Lender does Bank will not intend to make available to the Administrative Agent its portion such Bank’s share of the Term Loans to be made on such dateBorrowing, the Administrative Agent may assume that such Lender Bank has or will make the amount of its Term Loan made such share available to the Administrative Agent on the Effective Date, date of such Borrowing in accordance with subsection (b) of this Section 2.06 and the Administrative Agent may, in reliance upon such assumption, may (in its sole discretion but without any obligation to do so) make available to the Borrowers Company on such date a corresponding amount. If and to the extent that such corresponding amount is Bank shall not in fact have so made such share available to the Administrative Agent, such Bank and the Company severally agree to repay to the Administrative Agent shall be able to recover forthwith on demand such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefortogether with interest thereon, 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 for each day from the date such corresponding amount was is made available to the Company until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Company, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.09 and (ii) in the case of such Bank, the higher of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. If such Bank shall repay to the Borrowers to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (i) from the Borrowers at the Adjusted Base Rate and (ii) from such Lender at the Federal Funds Rate if paid within two Business Days corresponding amount, such amount so repaid shall constitute such Bank’s Term Loan included in such Borrowing for purposes of the date of drawing and thereafter at a rate equal to the Base Ratethis Agreement.

Funding of Term Loans. On the Effective Date, each Each Lender will shall make its Term Loan Commitment Percentage of the aggregate amount of Term Loans requested by the Borrowers Loan Committed Amount available to the Administrative Agent by 1:00 p.m. on the Closing Date by deposit, in Dollars and in Dollars, of immediately available funds, at the Administrative Agent's office funds at the Agency Services Address or at such other address as the Administrative Agent may designate in writingAddress. The amount of the Term Loans will then be made available to the Borrowers Borrower by the Administrative Agent as directed by crediting the account of the Borrowers on the books of such office of the Administrative AgentBorrower, to the extent the amount of such Term Loans are made available to the Administrative Agent. All Term Loans made on the Effective Closing Date shall be Base Rate LoansLoans unless the Borrower delivers a funding indemnity letter in form and substance reasonably acceptable to the Administrative Agent at least three (3) Business Days prior to the Closing Date. Thereafter, all or any portion of the Term Loans may be converted into Eurodollar Eurocurrency Rate Loans in accordance with the terms of Section 2.1(d) 2.7. The obligations of the Lenders hereunder to make Term Loans and the definition of "Interest Period" set forth in to make payments pursuant to Section 1.110.7 are several and not joint. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make a Term Loan Loans hereunder; provided, however, that the failure of any Lender to fulfill its obligations hereunder shall not relieve any other Lender of its obligations hereunder. Unless the Administrative Agent shall have been notified by any Lender prior to the date of the Term Loans Closing Date that such Lender does not intend to make available to the Administrative Agent its portion of the Term Loans to be made on such dateLoans, the Administrative Agent may assume that such Lender has or will make the made such amount of its Term Loan available to the Administrative Agent on the Effective Closing Date, and the Administrative Agent in reliance upon such assumption, assumption may (in its sole discretion but without any obligation to do so) make available to the Borrowers Borrower a corresponding amount. If such corresponding amount Lender’s portion of the Term Loans is not in fact made available to the Administrative Agent, the Administrative Agent shall be able to recover from such Lender an amount equal to such corresponding amount from such Lenderwhich the Administrative Agent has made available to the Borrower. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's ’s demand therefor, the Administrative Agent will promptly notify the BorrowersBorrower, and the Borrowers Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from such Lender or the BorrowersBorrower, as the case may be, interest on such corresponding amount in respect of each day from the date an amount equal to such corresponding amount was made available by the Administrative Agent to the Borrowers Borrower to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (i) from the Borrowers Borrower at the Adjusted Base Rate and or (ii) from such Lender Lender, at a rate per annum equal to, during the period to but excluding the date two Business Days after demand therefor, the Federal Funds Rate if paid within two Business Days of the date of drawing and thereafter at a rate equal to Rate, and, thereafter, the Base RateRate plus two percent (2%) per annum.

Funding of Term Loans. On No later than 1:00 p.m. on the Effective Datedate specified in the Notice of Borrowing, each Term Lender will make its Term Loan Commitment Percentage of the aggregate amount Class of Term Loans being requested by will make available for the Borrowers available account of its applicable Lending Office to the Administrative Agent by depositat the Principal Office, in Dollars and in immediately available funds, at the Administrative Agent's office at the Agency Services Address or at proceeds of such other address as the Administrative Agent may designate in writing. The amount Class of the Term Loans will then to be made available to the Borrowers by the Administrative Agent by crediting the account of the Borrowers on the books of such office of the Administrative Agent, to the extent the amount of such Term Loans are made available Lender. With respect to the Administrative Agent. All a Class of Term Loans to be made on after the Effective Date shall be Base Rate Loans. Thereafter, all or any portion of the as Additional Term Loans may be converted into Eurodollar Loans in accordance with pursuant to Section 2.17. below, unless the terms of Section 2.1(d) and the definition of "Interest Period" set forth in Section 1.1. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make a Term Loan hereunder; provided, however, that the failure of any Lender to fulfill its obligations hereunder shall not relieve any other Lender of its obligations hereunder. Unless the Administrative Agent shall have been notified by any Term Lender of the Class of Term Loans being requested prior to the specified date of the Term Loans borrowing that such Term Lender does not intend to make available to the Administrative Agent its portion of the Term Loans Loan to be made by such Term Lender on such date, the Administrative Agent may assume that such Term Lender has or will make the amount proceeds of its such Term Loan available to the Administrative Agent on the Effective Date, date of the requested borrowing as set forth in the Notice of Borrowing and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, may (in its sole discretion but without any obligation to do so) make available to the Borrowers a corresponding amountBorrower the amount of such Term Loan to be provided by such Term Lender. If Subject to satisfaction of the applicable conditions set forth in Article V for such corresponding amount is not in fact made borrowing, the Agent will make the proceeds of such borrowing available to the Administrative Agent, Borrower no later than 2:00 p.m. on the Administrative Agent date and at the account specified by the Borrower in such Notice of Borrowing. No Term Lender of a Class making Additional Term Loans under Section 2.17. below shall be able responsible for the failure of any other Term Lender in such Class to recover advance its portion of the requested Class of Term Loans to be made as Additional Term Loans made pursuant to Section 2.17. below or to perform any other obligation to be made or performed by such corresponding amount from such Lender. If such other Term Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent will promptly notify the Borrowershereunder, and the Borrowers failure of any Term Lender of a Class of Term Loans to advance its portion of such Class of Term Loans or to perform any other obligation to be made or performed by it hereunder shall immediately pay not relieve the obligation of any other Term Lender of such corresponding amount Class of Term Loans to the Administrative Agent. The Administrative Agent shall also advance its portion of such Class of Term Loans or to perform any other obligation to be entitled to recover from made or performed by such Lender or the Borrowers, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrowers to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (i) from the Borrowers at the Adjusted Base Rate and (ii) from such Lender at the Federal Funds Rate if paid within two Business Days of the date of drawing and thereafter at a rate equal to the Base Rateother Lender.

Funding of Term Loans. On the Effective Closing Date, each applicable --------------------- Lender will make its Term Loan Commitment Percentage of the aggregate amount of Term Loans requested by the Borrowers Loan Committed Amount available to the Administrative Agent by deposit, in Dollars and in immediately available funds, at the Administrative Agent's offices of the Agent at its principal office at the Agency Services Address in Dallas, Texas or at such other address as the Administrative Agent may designate in writing. The amount of the Term Loans will then be made available to the Borrowers Borrower by the Administrative Agent by crediting the account of the Borrowers Borrower on the books of such office of the Administrative Agent, to the extent the amount of such Term Loans are made available to the Administrative Agent. All Term Loans made on the Effective Closing Date shall be Base Rate Loans. Thereafter, all or any portion of the Term Loans may be converted into Eurodollar Loans in accordance with the terms of Section 2.1(d) and the definition of "Interest Period" set forth in Section 1.12.4. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make a Term Loan hereunder; provided, however, that the failure of any Lender to fulfill its obligations hereunder shall not relieve any other Lender of its obligations hereunder. Unless If the Administrative Agent shall have been notified by any Lender prior received an executed signature page to the date of the Term Loans that such Lender does not intend to make available to the Administrative Agent its portion of the Term Loans to be made on such datethis Credit Agreement (whether an original or via telecopy) from a Lender, the Administrative Agent may assume that such Lender has or will make the amount of its Term Loan Loans available to the Administrative Agent on the Effective Closing Date, and the Administrative Agent in reliance upon such assumption, may (in its sole discretion but without any obligation to do so) make available to the Borrowers Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent will promptly notify the BorrowersBorrower, and the Borrowers Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from such the Lender or the BorrowersBorrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrowers Borrower to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (i) from the Borrowers Borrower at the Adjusted Base Rate applicable rate for such Term Loan and (ii) from such a Lender at the Federal Funds Rate if paid within two Business Days of the date of drawing and thereafter at a rate equal to the Base Rate.

Funding of Term Loans. On the Effective Date, each applicable Lender will make its Term Loan Commitment Percentage of the aggregate amount of Term Loans requested by the Borrowers Loan Committed Amount available to the Administrative Agent by deposit, in Dollars and in immediately available funds, at the offices of the Administrative Agent's Agent at its principal office at the Agency Services Address in Charlotte, North Carolina or at such other address as the Administrative Agent may designate in writing. The amount of the Term Loans will then be made available to the Borrowers Borrower by the Administrative Agent by crediting the account of the Borrowers Borrower on the books of such office of the Administrative Agent, to the extent the amount of such Term Loans are made available to the Administrative Agent. All Term Loans made on the Effective Date shall be Base Rate Loans. Thereafter, all or any portion of the Term Loans may be converted into Eurodollar Eurocurrency Loans in accordance with the terms of Section 2.1(d) and the definition of "Interest Period" set forth in Section 1.12.9. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make a Term Loan hereunder; provided, however, that the failure of any Lender to fulfill its obligations hereunder shall not relieve any other Lender of its obligations hereunder. Unless If the Administrative Agent shall have been notified by any Lender prior received an executed signature page to the date of the Term Loans that such Lender does not intend to make available to the Administrative Agent its portion of the Term Loans to be made on such datethis Credit Agreement (whether an original or via telecopy) from a Lender, the Administrative Agent may assume that such Lender has or will make the amount of its Term Loan Loans available to the Administrative Agent on the Effective Date, and the Administrative Agent in reliance upon such assumption, may (in its sole discretion but without any obligation to do so) make available to the Borrowers Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent will promptly notify the BorrowersBorrower, and the Borrowers Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from such the Lender or the BorrowersBorrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrowers Borrower to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (i) from the Borrowers Borrower at the Adjusted Base Rate applicable rate for such Term Loan and (ii) from such a Lender at the Federal Funds Rate if paid within two Business Days of the date of drawing and thereafter at a rate equal to the Base Rate.

Funding of Term Loans. On the Effective Closing Date, each applicable Lender will make its Term Loan Commitment Percentage of the aggregate amount of Term Loans requested by the Borrowers Loan Committed Amount available to the Administrative Agent by deposit, in Dollars and in immediately available funds, at the Administrative Agent's offices of the Agent at its principal office at the Agency Services Address in Charlotte, North Carolina or at such other address as the Administrative Agent may designate in writing. The amount of the Term Loans will then be made available to the Borrowers Borrower by the Administrative Agent by crediting the account of the Borrowers Borrower on the books of such office of the Administrative Agent, to the extent the amount of such Term Loans are made available to the Administrative Agent. All Term Loans made on the Effective Closing Date shall be Base Rate Loans. Thereafter, all or any portion of the Term Loans may be converted into Eurodollar Loans in accordance with the terms of Section 2.1(d) and the definition of "Interest Period" set forth in Section 1.12.4. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make a Term Loan hereunder; provided, however, that the failure of any Lender to fulfill its obligations hereunder shall not relieve any other Lender of its obligations hereunder. Unless If the Administrative Agent shall have received (and shall have been notified by any Lender prior authorized to the date of the Term Loans that such Lender does not intend release from escrow) an executed signature page to make available to the Administrative Agent its portion of the Term Loans to be made on such datethis Credit Agreement (whether an original or via telecopy) from a Lender, the Administrative Agent may assume that such Lender has or will make the amount of its Term Loan Loans available to the Administrative Agent on the Effective Closing Date, and the Administrative Agent in reliance upon such assumption, may (in its sole discretion but without any obligation to do so) shall make available to the Borrowers Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent will promptly notify the BorrowersBorrower, and the Borrowers Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from such the Lender or the BorrowersBorrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrowers Borrower to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (i) from the Borrowers Borrower at the Adjusted Base Rate applicable rate for such Term Loan and (ii) from such a Lender at the Federal Funds Rate if paid within two Business Days of the date of drawing and thereafter at a rate equal to the Base Rate.

Funding of Term Loans. On the Effective Date, each Each Lender will make its Tranche B Term Loan Commitment Percentage of the aggregate amount of each Tranche B Term Loans requested by the Borrowers Loan advance available to the Administrative Agent by deposit, in Dollars and in immediately available funds, at the offices of the Administrative Agent's Agent at its principal office at the Agency Services Address in Charlotte, North Carolina or at such other address as the Administrative Agent may designate in writing. The amount of the Tranche B Term Loans will then be made available to the Borrowers Borrower by the Administrative Agent by crediting the account of the Borrowers Borrower on the books of such office of the Administrative AgentAgent or otherwise in accordance with the Borrower's disbursement instructions, to the extent the amount of such Tranche B Term Loans are made available to the Administrative Agent. All Tranche B Term Loans made on the Effective Date and any additional Tranche B Term Loans provided to the Borrower after an increase in the Tranche B Term Loan Committed Amount pursuant to the terms of Section 2.4(d) shall be Base Rate LoansLoans on the date made. Thereafter, all or any portion of the Tranche B Term Loans may be converted into Eurodollar Loans in accordance with the terms of Section 2.1(d) and the definition of "Interest Period" set forth in Section 1.12.5. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make a Tranche B Term Loan hereunder; provided, however, that the failure of any Lender to fulfill its obligations hereunder shall not relieve any other Lender of its obligations hereunder. Unless If the Administrative Agent shall have been notified by any (x) received an executed signature page to this Credit Agreement (whether an original or via telecopy) from a Lender prior or (y) written confirmation that a Lender plans to fund an increase in the date of the Tranche B Term Loans that such Lender does not intend Loan Committed Amount pursuant to make available to the Administrative Agent its portion of the Term Loans to be made on such dateSection 2.4(d), the Administrative Agent may assume that such Lender has or will make the amount of its Tranche B Term Loan Loans available to the Administrative Agent on the Effective DateDate or on the date of the increase, as applicable, and the Administrative Agent in reliance upon such assumption, may (in its sole discretion but without any obligation to do so) make available to the Borrowers Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent will promptly notify the BorrowersBorrower, and the Borrowers Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from such the Lender or the BorrowersBorrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrowers Borrower to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (i) from the Borrowers Borrower at the Adjusted Base Rate applicable rate for such Tranche B Term Loan and (ii) from such a Lender at the Federal Funds Rate if paid within two Business Days of the date of drawing and thereafter at a rate equal to the Base Rate.

Funding of Term Loans. On the Effective Date, each applicable --------------------- Lender will make its Tranche B Term Loan Commitment Percentage of the aggregate amount of Tranche B Term Loans requested by the Borrowers Loan Committed Amount available to the Administrative Agent by deposit, in Dollars and in immediately available funds, at the offices of the Administrative Agent's Agent at its principal office at the Agency Services Address in Charlotte, North Carolina or at such other address as the Administrative Agent may designate in writing. The Unless the Administrative Agent determines that any applicable condition set forth in Article IV has not been satisfied, the Administrative Agent shall make the ---------- amount of the Term Loans will then be made funds so received available to the Borrowers by the Administrative Agent Borrower by crediting the account of the Borrowers Borrower on the books of such office of the Administrative Agent, to the extent the amount of such Term Loans are made available to the Administrative Agent. All Term Loans made on the Effective Date shall be Base Rate Loans. Thereafter, all or any portion of the Term Loans may be converted into Eurodollar Loans in accordance with the terms of Section 2.1(d) and the definition of "Interest Period" set forth in Section 1.1. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make a Tranche B Term Loan hereunder; provided, -------- however, that the failure of any Lender to fulfill its obligations hereunder ------- shall not relieve any other Lender of its obligations hereunder. Unless If the Administrative Agent shall have been notified by any Lender prior received an executed signature page to the date of the Term Loans that such Lender does not intend to make available to the Administrative Agent its portion of the Term Loans to be made on such datethis Agreement (whether an original or via telecopy) from a Lender, the Administrative Agent may assume that such Lender has made or will make the amount of its Tranche B Term Loan Loans available to the Administrative Agent on the Effective Date, and the Administrative Agent in reliance upon such assumption, may (in its sole discretion but without any obligation to do so) make available to the Borrowers Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent will promptly notify the BorrowersBorrower, and the Borrowers Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from such the Lender or the BorrowersBorrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrowers Borrower to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (i) from the Borrowers at Borrower, the Adjusted Base Rate applicable rate for such Tranche B Term Loan and (ii) from such Lender at a Lender, the Federal Funds Rate if paid within two Business Days of the date of drawing and thereafter at a rate equal to the Base Rate.. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender's Tranche B Term Loan included in the Tranche B Term Borrowing for purposes of this Agreement. 50

Funding of Term Loans. On No later than 1:00 p.m. on the Effective Datedate specified in the Notice of Borrowing, each Term Lender will make its Term Loan Commitment Percentage of the aggregate amount Class of Term Loans being requested by will make available for the Borrowers available account of its applicable Lending Office to the Administrative Agent by depositat the Principal Office, in Dollars and in immediately available funds, at the Administrative Agent's office at the Agency Services Address or at proceeds of such other address as the Administrative Agent may designate in writing. The amount Class of the Term Loans will then to be made available to the Borrowers by the Administrative Agent by crediting the account of the Borrowers on the books of such office of the Administrative Agent, to the extent the amount of such Term Loans are made available Lender. With respect to the Administrative Agent. All a Class of Term Loans to be made on after the Effective Date shall be Base Rate Loans. Thereafter, all or any portion of the as Additional Term Loans may be converted into Eurodollar Loans in accordance with pursuant to Section 2.17. below, unless the terms of Section 2.1(d) and the definition of "Interest Period" set forth in Section 1.1. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make a Term Loan hereunder; provided, however, that the failure of any Lender to fulfill its obligations hereunder shall not relieve any other Lender of its obligations hereunder. Unless the Administrative Agent shall have been notified by any Term Lender of the Class of Term Loans being requested prior to the specified date of the Term Loans borrowing that such Term Lender does not intend to make available to the Administrative Agent its portion of the Term Loans Loan to be made by such Term Lender on such date, the Administrative Agent may assume that such Term Lender has or will make the amount proceeds of its such Term Loan available to the Administrative Agent on the Effective Date, date of the requested borrowing as set forth in the Notice of Borrowing and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, may (in its sole discretion but without any obligation to do so) make available to the Borrowers a corresponding amountthe amount of such Term Loan to be provided by such Term Lender. If Subject to satisfaction of the applicable conditions set forth in Article V for such corresponding amount is not in fact made borrowing, the Agent will make the proceeds of such borrowing available to the Administrative Agent, Borrowers no later than 2:00 p.m. on the Administrative Agent date and at the account specified by the Borrower Representative in such Notice of Borrowing. No Term Lender of a Class making Additional Term Loans under Section 2.17. below shall be able responsible for the failure of any other Term Lender in such Class to recover advance its portion of the requested Class of Term Loans to be made as Additional Term Loans made pursuant to Section 2.17. below or to perform any other obligation to be made or performed by such corresponding amount from such Lender. If such other Term Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent will promptly notify the Borrowershereunder, and the Borrowers failure of any Term Lender of a Class of Term Loans to advance its portion of such Class of Term Loans or to perform any other obligation to be made or performed by it hereunder shall immediately pay not relieve the obligation of any other Term Lender of such corresponding amount Class of Term Loans to the Administrative Agent. The Administrative Agent shall also advance its portion of such Class of Term Loans or to perform any other obligation to be entitled to recover from made or performed by such Lender or the Borrowers, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrowers to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (i) from the Borrowers at the Adjusted Base Rate and (ii) from such Lender at the Federal Funds Rate if paid within two Business Days of the date of drawing and thereafter at a rate equal to the Base Rateother Lender.

Funding of Term Loans. On the Effective Date, each applicable Lender will make its Term Loan Commitment Percentage of the aggregate amount of Term Loans requested by the Borrowers Loan Committed Amount available to the Administrative Agent by deposit, in Dollars and in immediately available funds, at the Administrative Agent's offices of the Agent at its principal office at the Agency Services Address in Charlotte, North Carolina or at such other address as the Administrative Agent may designate in writing. The amount of the Term Loans will then be made available to the Borrowers Borrower by the Administrative Agent by crediting the account of the Borrowers Borrower on the books of such office of the Administrative Agent, to the extent the amount of such Term Loans are made available to the Administrative Agent. All Term Loans made on the Effective Date shall be Base Rate Loans. Thereafter, all or any portion of the Term Loans may be converted into Eurodollar Loans in accordance with the terms of Section 2.1(d) and the definition of "Interest Period" set forth in Section 1.12.3. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make a Term Loan hereunder; provided, however, that the failure of any Lender to fulfill its obligations hereunder shall not relieve any other Lender of its obligations hereunder. Unless If the Administrative Agent shall have been notified by any Lender prior received an executed signature page to the date of the Term Loans that such Lender does not intend to make available to the Administrative Agent its portion of the Term Loans to be made on such datethis Credit Agreement (whether an original or via telecopy) from a Lender, the Administrative Agent may assume that such Lender has or will make the amount of its Term Loan Loans available to the Administrative Agent on the Effective Date, and the Administrative Agent in reliance upon such assumption, may (in its sole discretion but without any obligation to do so) make available to the Borrowers Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent will promptly notify the BorrowersBorrower, and the Borrowers Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from such the Lender or the BorrowersBorrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrowers Borrower to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (i) from the Borrowers Borrower at the Adjusted Base Rate applicable rate for such Term Loan and (ii) from such a Lender at the Federal Funds Rate if paid within two Business Days of the date of drawing and thereafter at a rate equal to the Base Rate.

Funding of Term Loans. On Upon receipt of a Notice of Borrowing, the Effective Date, each Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender will make its Term Loan Commitment Percentage pro rata share of the aggregate amount of Term Loans requested by the Borrowers available to the Administrative Agent by deposit, 1:00 p.m. on the Closing Date by deposit (in Dollars and in Dollars) of immediately available funds, funds at the offices of the Administrative Agent's Agent at its principal office at the Agency Services Address in New York, New York, or at such other address as the Administrative Agent may designate in writing. The amount of the Term Loans will then be made available to the Borrowers by the Administrative Agent by crediting the account of the Borrowers on the books of such office of the Administrative Agent, to the extent the amount of such Term Loans are made available to the Administrative Agent. All Term Loans shall be made by the Lenders pro rata on the Effective Date shall be Base Rate Loans. Thereafter, all or any portion basis of the each Lender’s Term Loans may be converted into Eurodollar Loans in accordance with the terms of Section 2.1(d) and the definition of "Interest Period" set forth in Section 1.1Loan Percentage. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make a Term Loan Loans hereunder; provided, however, that the failure of any Lender to fulfill its obligations hereunder shall not relieve any other Lender of its obligations hereunder. The Administrative Agent will make the proceeds of such Term Loans available to the Borrower promptly after it receives funds from the Lenders as described in the preceding paragraph. Unless the Administrative Agent shall have been notified by any Lender prior to the date time of the any such Term Loans Loan that such Lender does not intend to make available to the Administrative Agent its portion of the Term Loans to be made on such date, the Administrative Agent may assume that such Lender has or will make the made such amount of its Term Loan available to the Administrative Agent on the Effective Datedate of such Term Loans, and the Administrative Agent in reliance upon such assumption, may (in its sole discretion but without any obligation to do so) make available to the Borrowers Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If 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 such corresponding amount was made available by the Administrative Agent to the Borrowers to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (i) from the Borrowers at the Adjusted Base Rate and (ii) from such Lender at the Federal Funds Rate if paid within two Business Days of the date of drawing and thereafter at a rate equal to the Base Rate.corresponding

Funding of Term Loans. On the Effective Date, each Each applicable Lender will make its Tranche B Term Loan Commitment Percentage of the aggregate amount of each Tranche B Term Loans requested by the Borrowers Loan advance available to the Administrative Agent by deposit, in Dollars and in immediately available funds, at the offices of the Administrative Agent's Agent at its principal office at the Agency Services Address in Charlotte, North Carolina or at such other address as the Administrative Agent may designate in writing. The amount of the Tranche B Term Loans will then be made available to the Borrowers Borrower by the Administrative Agent by crediting the account of the Borrowers Borrower on the books of such office of the Administrative AgentAgent or otherwise in accordance with the Borrower's disbursement instructions, to the extent the amount of such Tranche B Term Loans are made available to the Administrative Agent. All Tranche B Term Loans made on the Effective Date Tranche B Term Loan Funding Dates and any additional Tranche B Term Loans provided to the Borrower after an increase in the Tranche B Term Loan Committed Amount pursuant to the terms of Section 2.4(d) shall be Base Rate LoansLoans on the date made. Thereafter, all or any portion of the Tranche B Term Loans may be converted into Eurodollar Loans in accordance with the terms of Section 2.1(d) and the definition of "Interest Period" set forth in Section 1.12.5. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make a Tranche B Term Loan hereunder; provided, however, that the failure of any Lender to fulfill its obligations hereunder shall not relieve any other Lender of its obligations hereunder. Unless If the Administrative Agent shall have been notified by any (x) received an executed signature page to this Credit Agreement (whether an original or via telecopy) from a Lender prior or (y) written confirmation that a Lender plans to fund an increase in the date of the Tranche B Term Loans that such Lender does not intend Loan Committed Amount pursuant to make available to the Administrative Agent its portion of the Term Loans to be made on such dateSection 2.4(d), the Administrative Agent may assume that such Lender has or will make the amount of its Tranche B Term Loan Loans available to the Administrative Agent on the Effective DateDate or on the date of the increase, as applicable, and the Administrative Agent in reliance upon such assumption, may (in its sole discretion but without any obligation to do so) make available to the Borrowers Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent will promptly notify the BorrowersBorrower, and the Borrowers Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from such the Lender or the BorrowersBorrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrowers Borrower to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (i) from the Borrowers Borrower at the Adjusted Base Rate applicable rate for such Tranche B Term Loan and (ii) from such a Lender at the Federal Funds Rate if paid within two Business Days of the date of drawing and thereafter at a rate equal to the Base Rate.

Funding of Term Loans. On (a) Upon receipt of a Notice of Borrowing, the Effective DateAdministrative Agent shall promptly notify each Bank of the contents thereof and of such Bank’s share of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Company. (b) Not later than 12:00 noon (New York City time) (or 1:00 p.m. (New York City time) in the case of any Base Rate Borrowing) on the date of each Borrowing, each Lender will Bank participating therein shall (except as provided in subsection (c) of this Section) make available its Term Loan Commitment Percentage share of the aggregate amount of Term Loans requested by the Borrowers such Borrowing, in Federal or other funds immediately available in New York City, to the Administrative Agent by depositat its address specified in or pursuant to Section 10.01. Unless the Administrative Agent determines that any applicable condition specified in Article III has not been satisfied, in Dollars and in immediately the Administrative Agent will make the funds so received from the Banks available funds, to the Company at the Administrative Agent's office at the Agency Services Address or at such other address as the Administrative Agent may designate in writing. The amount of the Term Loans will then be made available to the Borrowers by the Administrative Agent by crediting the account of the Borrowers on the books of such office of the Administrative Agent, to the extent the amount of such Term Loans are made available to the Administrative Agent. All Term Loans made on the Effective Date shall be Base Rate Loans. Thereafter, all or any portion of the Term Loans may be converted into Eurodollar Loans in accordance with the terms of Section 2.1(d’s aforesaid address. (c) and the definition of "Interest Period" set forth in Section 1.1. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make a Term Loan hereunder; provided, however, that the failure of any Lender to fulfill its obligations hereunder shall not relieve any other Lender of its obligations hereunder. [Reserved]. (d) Unless the Administrative Agent shall have been notified by any Lender received notice from a Bank prior to the date time of the Term Loans any Borrowing that such Lender does Bank will not intend to make available to the Administrative Agent its portion such Bank’s share of the Term Loans to be made on such dateBorrowing, the Administrative Agent may assume that such Lender Bank has or will make the amount of its Term Loan made such share available to the Administrative Agent on the Effective Date, date of such Borrowing in accordance with subsection (b) of this Section and the Administrative Agent may, in reliance upon such assumption, may (in its sole discretion but without any obligation to do so) make available to the Borrowers Company on such date a corresponding amount. If and to the extent that such corresponding amount is Bank shall not in fact have so made such share available to the Administrative Agent, such Bank and the Company severally agree to repay to the Administrative Agent shall be able to recover forthwith on demand such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefortogether with interest thereon, 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 for each day from the date such corresponding amount was is made available to the Company until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Company, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.09 and (ii) in the case of such Bank, the higher of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. If such Bank shall repay to the Borrowers to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (i) from the Borrowers at the Adjusted Base Rate and (ii) from such Lender at the Federal Funds Rate if paid within two Business Days corresponding amount, such amount so repaid shall constitute such Bank’s Term Loan included in such Borrowing for purposes of the date of drawing and thereafter at a rate equal to the Base Ratethis Agreement.

Funding of Term Loans. On Upon receipt of a Notice of Borrowing of Term Loans, the Effective Date, each Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each such Lender will shall make its Term Loan Commitment Percentage of the aggregate amount of requested Term Loans requested by the Borrowers available to the Administrative Agent by deposit, 4:00 p.m. (in the case of any Notice of Borrowing of Term Loans delivered after 12:00 noon) on the date specified in the Notice of Borrowing of Term Loans by deposit in Dollars and in of immediately available funds, funds at the Administrative Agent's office at the Agency Services Address ’s Office or at such other address as the Administrative Agent may designate in writing, provided, that, for any Notice of Borrowing of Term Loans submitted by the Borrower no later than 12:00 noon, each Lender shall make its Commitment Percentage of the requested Term Loans available to the Administrative Agent by 2:00 p.m. on the date specified in the Notice of Borrowing of Term Loans. The amount of the requested Term Loans will then be made available to the Borrowers Borrower by the Administrative Agent by crediting the account of the Borrowers Borrower that is designated on the books Notice of such office Borrowing of the Administrative AgentTerm Loans, to the extent the amount of such Term Loans are made available to the Administrative Agent. All Term Loans made on the Effective Date shall be Base Rate Loans. Thereafter, all or any portion of the Term Loans may be converted into Eurodollar Loans in accordance with the terms of Section 2.1(d) and the definition of "Interest Period" set forth in Section 1.1. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make a Term Loan Loans hereunder; provided, however, that the failure of any Lender to fulfill its obligations hereunder shall not relieve any other Lender of its obligations hereunder. Unless the Administrative Agent shall have been notified by any Lender prior to the date time of the any such Term Loans Loan that such Lender does not intend to make available to the Administrative Agent its portion of the Term Loans to be made on such date, the Administrative Agent may assume that such Lender has or will make the made such amount of its Term Loan available to the Administrative Agent on the Effective Datedate of such Term Loans, and the Administrative Agent in reliance upon such assumption, may (in its sole discretion but without any obligation to do so) make available to the Borrowers Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's ’s demand therefor, the Administrative Agent will promptly notify the BorrowersBorrower, and the Borrowers Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from such the Lender or the BorrowersBorrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrowers Borrower to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (i) from the Borrowers Borrower at the Adjusted Base Rate applicable rate for such Term Loan pursuant to the Notice of Borrowing of Term Loans and (ii) from such a Lender at the Federal Funds Rate if paid within two Business Days of the date of drawing and thereafter at a rate equal to the Base Rate.

Funding of Term Loans. On Upon receipt of a Notice of Borrowing, the Effective Date, each Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender will make its Term Loan Commitment Percentage pro rata share of the aggregate amount of Term Loans requested by the Borrowers available to the Administrative Agent by deposit, 1:00 p.m. on the Closing Date by deposit (in Dollars and in Dollars) of immediately available funds, funds at the offices of the Administrative Agent's Agent at its principal office at the Agency Services Address in New York, New York, or at such other address as the Administrative Agent may designate in writing. The amount of the Term Loans will then be made available to the Borrowers by the Administrative Agent by crediting the account of the Borrowers on the books of such office of the Administrative Agent, to the extent the amount of such Term Loans are made available to the Administrative Agent. All Term Loans shall be made by the Lenders pro rata on the Effective Date shall be Base Rate Loans. Thereafter, all or any portion basis of the each Lender’s Term Loans may be converted into Eurodollar Loans in accordance with the terms of Section 2.1(d) and the definition of "Interest Period" set forth in Section 1.1Loan Percentage. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make a Term Loan Loans hereunder; provided, however, that the failure of any Lender to fulfill its obligations hereunder shall not relieve any other Lender of its obligations hereunder. The Administrative Agent will make the proceeds of such Term Loans available to the Borrower promptly after it receives funds from the Lenders as described in the preceding paragraph. Unless the Administrative Agent shall have been notified by any Lender prior to the date time of the any such Term Loans Loan that such Lender does not intend to make available to the Administrative Agent its portion of the Term Loans to be made on such date, the Administrative Agent may assume that such Lender has or will make the made such amount of its Term Loan available to the Administrative Agent on the Effective Datedate of such Term Loans, and the Administrative Agent in reliance upon such assumption, may (in its sole discretion but without any obligation to do so) make available to the Borrowers Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's ’s demand therefor, the Administrative Agent will promptly notify the Borrowers, Borrower and the Borrowers Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from such the Lender or the BorrowersBorrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrowers Borrower to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (ia) the applicable rate for such Term Loan pursuant to the Notice of Borrowing, if recovered from the Borrowers at the Adjusted Base Rate Borrower, and (iib) from such Lender at the Federal Funds Rate Rate, if paid within two Business Days of the date of drawing and thereafter at recovered from a rate equal to the Base RateLender.

Funding of Term Loans. On the Effective Date, each applicable Lender will make its Term Loan Commitment Percentage of the aggregate amount of Term Loans requested by the Borrowers Loan Committed Amount available to the Administrative Agent by deposit, in Dollars and in immediately available funds, at the offices of the Administrative Agent's Agent at its principal office at the Agency Services Address in Charlotte, North Carolina or at such other address as the Administrative Agent may designate in writing. The amount of the Term Loans will then be made available to the Borrowers Borrower by the Administrative Agent by crediting the account of the Borrowers Borrower on the books of such office of the Administrative Agent, to the extent the amount of such Term Loans are made available to the Administrative Agent. All Term Loans made on the Effective Date shall be Base Rate Loans. Thereafter, all or any portion of the Term Loans may be converted into Eurodollar Loans in accordance with the terms of Section 2.1(d) and the definition of "Interest Period" set forth in Section 1.12.4. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make a Term Loan hereunder; provided, however, that the failure of any Lender to fulfill its obligations hereunder shall not relieve any other Lender of its obligations hereunder. Unless If the Administrative Agent shall have been notified by any Lender prior received an executed signature page to the date of the Term Loans that such Lender does not intend to make available to the Administrative Agent its portion of the Term Loans to be made on such datethis Credit Agreement (whether an original or via telecopy) from a Lender, the Administrative Agent may assume that such Lender has or will make the amount of its Term Loan Loans available to the Administrative Agent on the Effective Date, and the Administrative Agent in reliance upon such assumption, may (in its sole discretion but without any obligation to do so) make available to the Borrowers Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent will promptly notify the BorrowersBorrower, and the Borrowers Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from such the Lender or the BorrowersBorrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrowers Borrower to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (i) from the Borrowers Borrower at the Adjusted Base Rate applicable rate for such Term Loan and (ii) from such a Lender at the Federal Funds Rate if paid within two Business Days of the date of drawing and thereafter at a rate equal to the Base Rate.

Funding of Term Loans. On The obligation of the Effective DateLenders to make the Term Loans, each Lender will make its Term Loan Commitment Percentage of up to the aggregate amount of each Lender's Term Loan Commitment, on the Funding Date shall be subject to the further conditions precedent that on and as of the Funding Date: (a) The Borrower's representations and warranties contained in Article III hereof are true and correct with the same effect as though such representations and warranties had been made on and as of the Funding Date (except representations and warranties which relate solely to an earlier date); (b) No Event of Default or Potential Event of Default has occurred or is continuing or would result from the incurrence of the Term Loans; (c) The Lenders shall have received written evidence satisfactory to them demonstrating that the Borrower has received all material and necessary consents and approvals from all applicable third Persons and Official Bodies to consummate the Repurchase Transaction. Additionally, there shall not exist any judgment, order, injunction or other restraint prohibiting or imposing materially adverse conditions upon the Repurchase Transaction or any other transactions contemplated by this Agreement or the other Loan Documents; (d) A true and correct copy of each Repurchase Transaction Document, certified by the Secretary of the Borrower, shall have been delivered to each Lender. The Repurchase Transaction Documents shall have been duly approved by the Board of Directors and (if required by applicable Law) the stockholders of the Borrower and delivered by the parties thereto and shall be in full force and effect. No Official Body shall have objected to, or issued a cease and desist order or other similar regulatory order with respect to the Repurchase Transaction that has not been satisfied or withdrawn or that otherwise is still in effect on the Funding Date. Each of the conditions precedent to the obligation of the parties to consummate the Repurchase Transaction shall have been satisfied or waived, all to the satisfaction of the Lenders, and concurrently with the making of the Term Loans requested by on the Borrowers available Funding Date, the Repurchase Transaction shall have been consummated in accordance with the Repurchase Transaction Documents and all applicable Laws; (e) The Borrower shall have complied with each of the covenants set forth in Article V hereof; (f) The Borrower shall have executed and delivered to each Lender, a Term Note with its blanks appropriately completed, payable to the Administrative Agent by depositorder of the applicable Lender, in Dollars and in immediately available funds, at an amount equal to the Administrative Agent's office at the Agency Services Address or at such other address as the Administrative Agent may designate in writing. The amount of the Term Loans will then be made available to the Borrowers by the Administrative Agent by crediting the account of the Borrowers on the books of such office of the Administrative Agent, to the extent the amount of such Term Loans are made available to the Administrative Agent. All Term Loans made on the Effective Date shall be Base Rate Loans. Thereafter, all or any portion of the Term Loans may be converted into Eurodollar Loans in accordance with the terms of Section 2.1(d) and the definition of "Interest Period" set forth in Section 1.1. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make a Term Loan hereunder; provided, however, that the failure of any Lender to fulfill its obligations hereunder shall not relieve any other Lender of its obligations hereunder. Unless the Administrative Agent shall have been notified by any Lender prior to the date of the Term Loans that such Lender does not intend to make available to the Administrative Agent its portion of the Term Loans to be made on such date, the Administrative Agent may assume that by such Lender has or will make on the amount Funding Date, not in excess of its such Lender's Term Loan available Commitment; and (g) The Lenders shall have received an updated legal opinion of Silver, Xxxxxxxx & Xxxx, L.L.P., dated the Funding Date, in form, scope and substance satisfactory to counsel for the Lenders, covering substantially the same matters as those covered in the opinion issued pursuant to Section 4.01 above. The acceptance by the Borrower of any Term Loans on the Funding Date during the Funding Period shall be deemed to be a statement to the Administrative Agent on the Effective Dateeffect that subsections (a), and the Administrative Agent in reliance upon such assumption, may (in its sole discretion but without any obligation to do sob) make available to the Borrowers a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If 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 such corresponding amount was made available by the Administrative Agent to the Borrowers to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (i) from the Borrowers at the Adjusted Base Rate and (iie) from such Lender at the Federal Funds Rate if paid within two Business Days of the date of drawing above are true and thereafter at a rate equal to the Base Ratecorrect.

Funding of Term Loans. On the Effective Date, each applicable Lender will make its Term Loan Commitment Percentage of the aggregate amount of Term Loans requested by the Borrowers Loan Committed Amount available to the Administrative Agent by deposit, in Dollars and in immediately available funds, at the offices of the Administrative Agent's office Agent at the Agency Services Address or at such other address as the Administrative Agent may designate in writing. The amount of the Term Loans will then be made available to the Borrowers Borrower by the Administrative Agent by crediting the account of the Borrowers Borrower on the books of such office of the Administrative Agent, to the extent the amount of such Term Loans are made available to the Administrative Agent. All Term Loans made on the Effective Date shall be Base Rate Loans. Thereafter, all or any portion of the Term Loans may be converted into Eurodollar Loans in accordance with the terms of Section 2.1(d) and the definition of "Interest Period" set forth in Section 1.1. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make a Term Loan hereunder; provided, however, that the failure of any Lender to fulfill its obligations hereunder shall not relieve any other Lender of its obligations hereunder. Unless If the Administrative Agent shall have been notified by any Lender prior received an executed signature page to the date of the Term Loans that such Lender does not intend to make available to the Administrative Agent its portion of the Term Loans to be made on such datethis Credit Agreement (whether an original or via telecopy) from a Lender, the Administrative Agent may assume that such Lender has or will make the amount of its Term Loan Loans available to the Administrative Agent on the Effective Date, and the Administrative Agent in reliance upon such assumption, may (in its sole discretion but without any obligation to do so) make available to the Borrowers Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent will promptly notify the BorrowersBorrower, and the Borrowers Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from such the Lender or the BorrowersBorrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrowers Borrower to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (i) from the Borrowers Borrower at the Adjusted Base Rate and (ii) from such a Lender at the Federal Funds Rate if paid within two Business Days of the date of drawing and thereafter at a rate equal to the Base RateRate plus two percent (2%) per annum.

Funding of Term Loans. On the Effective Date, each Lender will make its Term Loan Commitment Percentage of the aggregate amount of Term Loans requested by the Borrowers available to the Administrative Agent by deposit, in Dollars and in immediately available funds, at the Administrative Agent's office at the Agency Services Address or at such other address as the Administrative Agent may designate in writing. The amount of the Term Loans will then be made available to the Borrowers by the Administrative Agent by crediting the account of the Borrowers on the books of such office of the Administrative Agent, to the extent the amount of such Term Loans are made available to the Administrative Agent. All Term Loans made on the Effective Date shall be Base Rate Loans. Thereafter, all or any portion of the Term Loans may be converted into Eurodollar Loans in accordance with the terms of Section 2.1(d) and the definition of "Interest Period" set forth in Section 1.1. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make a Term Loan hereunder; provided, however, that the failure of any Lender to fulfill its obligations hereunder shall not relieve any other Lender of its obligations hereunder. Unless the Administrative Agent shall have been notified by any Lender received notice from a Term Lender, prior to the date of the Term Loans Closing Date, that such Term Lender does will not intend to make available to the Administrative Agent its portion such Term Lender’s Pro Rata Share of the such Term Loans to be made on such dateLoans, the Administrative Agent may may, but shall not be required to, assume that such Term Lender has or will make the amount of made such Pro Rata Share available on such date in accordance with Section 1.03(c) and may in its Term Loan available to the Administrative Agent on the Effective Datesole discretion, and the Administrative Agent but shall not be required to, in reliance upon such assumption, may (in its sole discretion but without any obligation to do so) make available to the Borrowers applicable Borrower a corresponding amount. If any Term Lender either does not make its Pro Rata Share of the Term Loans available to the Administrative Agent or delays in doing so past 4:00 p.m. on the Closing Date (such Term Lender (until it makes such Pro Rata Share available) hereinafter referred to as a “Term Defaulting Lender”), then the Administrative Agent shall immediately notify the applicable Borrower of such default. If the Administrative Agent has, in its sole discretion, made available to the applicable Borrower an amount corresponding to such Term Defaulting Lender’s Pro Rata Share of the Term Loans, then the Term Defaulting Lender and the applicable Borrower jointly and severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, on each day from and including the date such amount is not in fact made available to the applicable Borrower to but excluding the date of payment to the Administrative Agent, at: (i) in the Administrative Agent shall be able case of the Term Defaulting Lender, the Federal Funds Rate; or (ii) in the case of the Borrowers, the interest rate applicable to recover Alternate Base Rate Loans. If, with respect to the immediately preceding sentence, the applicable Borrower pays such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon and interest thereon to the Administrative Agent's demand therefor, then the Administrative Agent will promptly notify Term Defaulting Lender shall indemnify and hold harmless the Borrowersapplicable Borrower from and against such amount and interest thereon, and the Borrowers shall immediately pay if such corresponding Term Defaulting Lender pays such amount to the Administrative Agent, then such amount shall constitute such Term Defaulting Lender’s Pro Rata Share of the Term Loans. If the Administrative Agent, in its discretion, does not make available to the applicable Borrower an amount corresponding to the Term Defaulting Lender’s Pro Rata Share of the Term Loans, then the Term Defaulting Lender shall indemnify and hold harmless the applicable Borrower from and against such amount as well as any and all losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, costs, and expenses (including reasonable fees and disbursements for counsel including allocated cost of internal counsel) resulting from any failure on the part of the Term Defaulting Lender to provide, or from any delay in providing, the Administrative Agent with such Defaulting Lender’s Pro Rata Share of the Term Loans, but no Term Lender shall be so liable for any such failure on the part of or caused by any other Term Lender or the Administrative Agent or the applicable Borrower. The Administrative Agent shall also be entitled to recover from Agent, upon notice by the applicable Borrower that such Lender or the Borrowers, as the case may be, interest on such corresponding amount in respect of each day reimbursement is due from the date applicable Term Defaulting Lender, shall notify such corresponding Term Defaulting Lender of the amount was made available by of the Administrative Agent reimbursement due, including interest thereon, and shall forward such amount to the Borrowers to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (i) applicable Borrower upon receipt from the Borrowers at the Adjusted Base Rate and (ii) from such Lender at the Federal Funds Rate if paid within two Business Days of the date of drawing and thereafter at a rate equal to the Base RateTerm Defaulting Lender.

Funding of Term Loans. (a) Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank’s share of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Company. (b) On the Effective Datedate of each Borrowing, not later than 12:00 noon (New York City time) in the case of a Euro-Dollar Borrowing or 1:00 p.m. (New York City time) in the case of any Base Rate Borrowing each Lender will Bank participating therein shall (except as provided in subsection (c) of this Section) make available its Term Loan Commitment Percentage share of the aggregate amount of Term Loans requested by the Borrowers such Borrowing, in Federal or other funds immediately available in New York City, to the Administrative Agent by depositat its address specified in or pursuant to Section 10.01(a). Unless the Administrative Agent determines that any applicable condition specified in Article III has not been satisfied, in Dollars and in immediately the Administrative Agent will make the funds so received from the Banks available funds, to the Company at the Administrative Agent's office at the Agency Services Address or at such other address as the Administrative Agent may designate in writing. The amount of the Term Loans will then be made available to the Borrowers by the Administrative Agent by crediting the account of the Borrowers on the books of such office of the Administrative Agent, to the extent the amount of such Term Loans are made available to the Administrative Agent. All Term Loans made on the Effective Date shall be Base Rate Loans. Thereafter, all or any portion of the Term Loans may be converted into Eurodollar Loans in accordance with the terms of Section 2.1(d’s aforesaid address. (c) and the definition of "Interest Period" set forth in Section 1.1. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make a Term Loan hereunder; provided, however, that the failure of any Lender to fulfill its obligations hereunder shall not relieve any other Lender of its obligations hereunder. [Reserved]. (d) Unless the Administrative Agent shall have been notified by any Lender received notice from a Bank prior to the date time of the Term Loans any Borrowing that such Lender does Bank will not intend to make available to the Administrative Agent its portion such Bank’s share of the Term Loans to be made on such dateBorrowing, the Administrative Agent may assume that such Lender Bank has or will make the amount of its Term Loan made such share available to the Administrative Agent on the Effective Date, date of such Borrowing in accordance with subsection (b) of this Section and the Administrative Agent may, in reliance upon such assumption, may (in its sole discretion but without any obligation to do so) make available to the Borrowers Company on such date a corresponding amount. If and to the extent that such corresponding amount is Bank shall not in fact have so made such share available to the Administrative Agent, such Bank and the Company severally agree to repay to the Administrative Agent shall be able to recover forthwith on demand such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefortogether with interest thereon, 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 for each day from the date such corresponding amount was is made available to the Company until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Company, a rate per annum equal to the higher of the NYFRB Rate and the interest rate applicable thereto pursuant to Section 2.09 and (ii) in the case of such Bank, the higher of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. If such Bank shall repay to the Borrowers to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (i) from the Borrowers at the Adjusted Base Rate and (ii) from such Lender at the Federal Funds Rate if paid within two Business Days corresponding amount, such amount so repaid shall constitute such Bank’s Term Loan included in such Borrowing for purposes of the date of drawing and thereafter at a rate equal to the Base Ratethis Agreement.

Funding of Term Loans. On the Effective Date, each applicable Lender will make its Term Loan Commitment Percentage of the aggregate amount of Term Loans requested by the Borrowers Loan Committed Amount available to the Administrative Agent by deposit, in Dollars and in immediately available funds, at the offices of the Administrative Agent's Agent at its principal office at the Agency Services Address in Charlotte, North Carolina or at such other address as the Administrative Agent may designate in writing. The amount of the Term Loans will then be made available to the Borrowers by the Administrative Agent by crediting the account of the Borrowers on the books of such office of the Administrative Agent, to the extent the amount of such Term Loans are made available to the Administrative Agent. All Term Loans made on the Effective Date shall be Base Rate Loans. Thereafter, all or any portion of the Term Loans may be converted into Eurodollar Loans in accordance with the terms of Section 2.1(d) and the definition of "Interest Period" set forth in Section 1.12.5. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make a Term Loan hereunder; provided, however, that the failure of any Lender to fulfill its obligations hereunder shall not relieve any other Lender of its obligations hereunder. Unless If the Administrative Agent shall have been notified by any Lender prior received an executed signature page to the date of the Term Loans that such Lender does not intend to make available to the Administrative Agent its portion of the Term Loans to be made on such datethis Credit Agreement (whether an original or via telecopy) from a Lender, the Administrative Agent may assume that such Lender has or will make the amount of its Term Loan Loans available to the Administrative Agent on the Effective Date, and the Administrative Agent in reliance upon such assumption, may (in its sole discretion but without any obligation to do so) make available to the Borrowers a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If 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 the Lender or the Borrowers, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrowers to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (i) from the Borrowers at the Adjusted Base Rate applicable rate for such Term Loan and (ii) from such a Lender at the Federal Funds Rate if paid within two Business Days of the date of drawing and thereafter at a rate equal to the Base Rate.

Funding of Term Loans. On (a) Upon receipt of a Notice of Borrowing, the Effective DateAdministrative Agent shall promptly notify each Bank of the contents thereof and of such Bank’s share of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Company. (b) Not later than 11:00 a.m, Toronto time (or 1:00 p.m., Toronto time, in the case of any Base Rate Borrowing), on the date of each Borrowing, each Lender Bank participating therein shall make available its share of such Borrowing, in Federal or other funds immediately available in New York City or Toronto, to the Administrative Agent at its address specified in or pursuant to Section 9.01. Unless the Administrative Agent determines that any applicable condition specified in Article III has not been satisfied, the Administrative Agent will make its Term Loan Commitment Percentage the funds so received from such Banks available to the Company at any account of the aggregate amount of Term Loans requested by the Borrowers available Company specified in writing to the Administrative Agent by deposit, in Dollars and in immediately available funds, at the Administrative Agent's office at the Agency Services Address or at such other address as the Administrative Agent may designate in writing. The amount of the Term Loans will then be made available to the Borrowers by the Administrative Agent by crediting the account of the Borrowers on the books of such office of the Administrative Agent, to the extent the amount of such Term Loans are made available Company that is reasonably acceptable to the Administrative Agent. All Term Loans made on the Effective Date shall be Base Rate Loans. Thereafter, all or any portion of the Term Loans may be converted into Eurodollar Loans in accordance with the terms of Section 2.1(d. (c) and the definition of "Interest Period" set forth in Section 1.1. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make a Term Loan hereunder; provided, however, that the failure of any Lender to fulfill its obligations hereunder shall not relieve any other Lender of its obligations hereunder. Unless the Administrative Agent shall have been notified by any Lender received notice from a Bank prior to the date time of the Term Loans any Borrowing that such Lender does Bank will not intend to make available to the Administrative Agent its portion such Bank’s share of the Term Loans to be made on such dateBorrowing, the Administrative Agent may assume that such Lender Bank has or will make the amount of its Term Loan made such share available to the Administrative Agent on the Effective Date, date of such Borrowing in accordance with Section 2.03(b) and the Administrative Agent may, in reliance upon such assumption, may (in its sole discretion but without any obligation to do so) make available to the Borrowers Company on such date a corresponding amount. If and to the extent that such corresponding amount is Bank shall not in fact have so made such share available to the Administrative Agent, such Bank and the Company severally agree to repay to the Administrative Agent shall be able to recover forthwith on demand such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefortogether with interest thereon, 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 for each day from the date such corresponding amount was is made available to the Company until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Company, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.06 and (ii) in the case of such Bank, the higher of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. If such Bank shall repay to the Borrowers to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (i) from the Borrowers at the Adjusted Base Rate and (ii) from such Lender at the Federal Funds Rate if paid within two Business Days corresponding amount, such amount so repaid shall constitute such Bank’s Term Loan included in such Borrowing for purposes of the date of drawing and thereafter at a rate equal to the Base Ratethis Agreement.

Funding of Term Loans. On the Effective Date, each Lender will make its Term Loan Commitment Percentage of the aggregate amount of Term Loans requested by the Borrowers Loan Committed Amount available to the Administrative Agent by deposit, in Dollars and in immediately available funds, at the Administrative Agent's office at the Agency Services Address or at such other address as the Administrative Agent may designate in writing. The amount of the Term Loans will then be made available to the Borrowers by the Administrative Agent by crediting the account of the Borrowers on the books of such office of the Administrative Agent, to the extent the amount of such Term Loans are made available to the Administrative Agent. All Term Loans made on the Effective Date shall be Base Rate Loans. Thereafter, all or any portion of the Term Loans may be converted into Eurodollar Loans in accordance with the terms of Section 2.1(d) 2.2 and the definition of "Interest Period" set forth in Section 1.1. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make a Term Loan hereunder; provided, however, that the failure of any Lender to fulfill its obligations hereunder shall not relieve any other Lender of its obligations hereunder. Unless If the Administrative Agent shall have been notified by any Lender prior received an executed signature page to the date of the Term Loans that such Lender does not intend to make available to the Administrative Agent its portion of the Term Loans to be made on such datethis Credit Agreement (whether an original or via telecopy) from a Lender, the Administrative Agent may assume that such Lender has or will make the amount of its Term Loan available to the Administrative Agent on the Effective Date, and the Administrative Agent in reliance upon such assumption, may (in its sole discretion but without any obligation to do so) make available to the Borrowers a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If 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 the Lender or the Borrowers, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrowers to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (i) from the Borrowers at the Adjusted Base Rate and (ii) from such a Lender at the Federal Funds Rate if paid within two Business Days of the date of drawing and thereafter at a rate equal to the Base Rate.

Funding of Term Loans. On (a) Upon receipt of a Notice of Borrowing, the Effective DateAdministrative Agent shall promptly notify each Bank of the applicable Class of the contents thereof and of such Bank’s share of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Company. (b) Not later than 12:00 noon (New York City time) (or 1:00 p.m. (New York City time) in the case of any Base Rate Borrowing) on the date of each Borrowing, each Lender Bank participating therein shall make available its share of such Borrowing, in Federal or other funds immediately available in New York City, to the Administrative Agent at its address specified in or pursuant to Section 9.01. Unless the Administrative Agent determines that any applicable condition specified in Article III has not been satisfied, the Administrative Agent will make its Term Loan Commitment Percentage the funds so received from such Banks available to the Company at any account of the aggregate amount of Term Loans requested by the Borrowers available Company specified in writing to the Administrative Agent by deposit, in Dollars and in immediately available funds, at the Administrative Agent's office at the Agency Services Address or at such other address as the Administrative Agent may designate in writing. The amount of the Term Loans will then be made available to the Borrowers by the Administrative Agent by crediting the account of the Borrowers on the books of such office of the Administrative Agent, to the extent the amount of such Term Loans are made available Company that is reasonably acceptable to the Administrative Agent. All Term Loans made on the Effective Date shall be Base Rate Loans. Thereafter, all or any portion of the Term Loans may be converted into Eurodollar Loans in accordance with the terms of Section 2.1(d. (c) and the definition of "Interest Period" set forth in Section 1.1. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make a Term Loan hereunder; provided, however, that the failure of any Lender to fulfill its obligations hereunder shall not relieve any other Lender of its obligations hereunder. Unless the Administrative Agent shall have been notified by any Lender received notice from a Bank prior to the date time of the Term Loans any Borrowing that such Lender does Bank will not intend to make available to the Administrative Agent its portion such Bank’s share of the Term Loans to be made on such dateBorrowing, the Administrative Agent may assume that such Lender Bank has or will make the amount of its Term Loan made such share available to the Administrative Agent on the Effective Date, date of such Borrowing in accordance with subsection (b) of this Section 2.03 and the Administrative Agent may, in reliance upon such assumption, may (in its sole discretion but without any obligation to do so) make available to the Borrowers Company on such date a corresponding amount. If and to the extent that such corresponding amount is Bank shall not in fact have so made such share available to the Administrative Agent, such Bank and the Company severally agree to repay to the Administrative Agent shall be able to recover forthwith on demand such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefortogether with interest thereon, 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 for each day from the date such corresponding amount was is made available to the Company until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Company, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.06 and (ii) in the case of such Bank, the higher of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. If such Bank shall repay to the Borrowers to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (i) from the Borrowers at the Adjusted Base Rate and (ii) from such Lender at the Federal Funds Rate if paid within two Business Days corresponding amount, such amount so repaid shall constitute such Bank’s Term Loan included in such Borrowing for purposes of the date of drawing and thereafter at a rate equal to the Base Ratethis Agreement.

Funding of Term Loans. On (a) Upon receipt of a Notice of Borrowing, the Effective DateAdministrative Agent shall promptly notify each Bank of the contents thereof and of such Bank’s share of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Company. (b) Not later than 12:00 noon (New York City time) (or 1:00 p.m. (New York City time) in the case of any Base Rate Borrowing) on the date of each Borrowing, each Lender will Bank participating therein shall (except as provided in subsection (c) of this Section) make available its Term Loan Commitment Percentage share of the aggregate amount of Term Loans requested by the Borrowers such Borrowing, in Federal or other funds immediately available in New York City, to the Administrative Agent by depositat its address specified in or pursuant to Section 10.01. Unless the Administrative Agent determines that any applicable condition specified in Article III has not been satisfied, in Dollars and in immediately the Administrative Agent will make the funds so received from the Banks available funds, to the Company at the Administrative Agent's office at the Agency Services Address or at such other address as the Administrative Agent may designate in writing. The amount of the Term Loans will then be made available to the Borrowers by the Administrative Agent by crediting the account of the Borrowers on the books of such office of the Administrative Agent, to the extent the amount of such Term Loans are made available to the Administrative Agent. All Term Loans made on the Effective Date shall be Base Rate Loans. Thereafter, all or any portion of the Term Loans may be converted into Eurodollar Loans in accordance with the terms of Section 2.1(d’s aforesaid address. (c) and the definition of "Interest Period" set forth in Section 1.1. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make a Term Loan hereunder; provided, however, that the failure of any Lender to fulfill its obligations hereunder shall not relieve any other Lender of its obligations hereunder. [Reserved]. (d) Unless the Administrative Agent shall have been notified by any Lender received notice from a Bank prior to the date time of the Term Loans any Borrowing that such Lender does Bank will not intend to make available to the Administrative Agent its portion such Bank’s share of the Term Loans to be made on such dateBorrowing, the Administrative Agent may assume that such Lender Bank has or will make the amount of its Term Loan made such share available to the Administrative Agent on the Effective Date, date of such Borrowing in accordance with subsection (b) of this Section and the Administrative Agent may, in reliance upon such assumption, may (in its sole discretion but without any obligation to do so) make available to the Borrowers Company on such date a corresponding amount. If and to the extent that such corresponding amount is Bank shall not in fact have so made such share available to the Administrative Agent, such Bank and the Company severally agree to repay to the Administrative Agent shall be able to recover forthwith on demand such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefortogether with interest thereon, 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 for each day from the date such corresponding amount was is made available by the Administrative Agent to the Borrowers to Company until the date such corresponding amount is recovered by repaid to the Administrative Agent Agent, at a per annum rate equal to (i) from in the Borrowers at case of the Adjusted Base Company, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.09 and (ii) from in the case of such Lender at Bank, the higher of the Federal Funds Rate if paid within two Business Days of the date of drawing and thereafter at a rate equal to the Base Rate.

Funding of Term Loans. On Upon receipt of a Notice of Borrowing, the Effective Date, each Agent shall promptly inform the Lenders as to the terms thereof. Each such Lender will shall make its Term Loan Commitment Percentage of the aggregate amount of requested Term Loans requested by the Borrowers Loans, as applicable, available to the Administrative Agent by 2:00 p.m. on the date specified in the Notice of Borrowing by deposit, in Dollars and in Dollars, of immediately available funds, at the Administrative Agent's office funds at the Agency Services Address or at such other address as the Administrative Agent may designate in writingAddress. The amount of the Term requested Loans will then be made available to the Borrowers Borrower by the Administrative Agent by crediting the account of the Borrowers Borrower on the books of such office of the Administrative Agent, to the extent the amount of such Term Loans are made available to the Administrative Agent. All Term Loans made on the Effective Date shall be Base Rate Loans. Thereafter, all or any portion of the Term Loans may be converted into Eurodollar Loans in accordance with the terms of Section 2.1(d) and the definition of "Interest Period" set forth in Section 1.1. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make a Term Loan hereunderLoans under this Section 2.4; provided, however, that the failure of any Lender to fulfill its obligations hereunder shall not relieve any other Lender of its obligations hereunder. Unless the Administrative Agent shall have been notified by any Lender prior to the date of the Term Loans any such Loan that such Lender does not intend to make available to the Administrative Agent its portion of the Term Loans to be made on such date, the Administrative Agent may assume that such Lender has or will make the made such amount of its Term Loan available to the Administrative Agent on the Effective Datedate of such Loans, and the Administrative Agent in reliance upon such assumption, may (in its sole discretion but without any obligation to do so) make available to the Borrowers Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent will promptly notify the Borrowers, Borrower and the Borrowers Borrower shall immediately pay such corresponding amount within two Business Days to the Administrative Agent. The Administrative Agent shall also be entitled to recover from such the Lender or the BorrowersBorrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrowers Borrower to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (ia) from the Borrowers Borrower at the Adjusted Base Rate applicable rate for such Loan pursuant to the Notice of Borrowing and (iib) from such a Lender at the Federal Funds Rate if paid within two Business Days of the date of drawing and thereafter at a rate equal to the Base Rate.

Funding of Term Loans. On the Effective Closing Date, each applicable Lender will make its Term Loan Commitment Percentage of the aggregate amount of Term Loans requested by the Borrowers available to the Administrative Agent by deposit, in Dollars and in immediately available funds, at the Administrative Agent's offices of the Agent at its principal office at the Agency Services Address in Charlotte, North Carolina or at such other address as the Administrative Agent may designate in writing. The amount of the Term Loans will then be made available to the Borrowers Borrower by the Administrative Agent by crediting the account of the Borrowers Borrower on the books of such office of the Administrative Agent, to the extent the amount of such Term Loans are is made available to the Administrative Agent. All The Term Loans made on shall initially bear interest at the Effective Date shall be Base Eurodollar Rate Loans. Thereafter, all or any portion of plus the Term Loans may be converted into Eurodollar Loans in accordance with the terms of Section 2.1(d) and the definition of "Interest Period" set forth in Section 1.1Applicable Percentage. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make a Term Loan hereunder; provided, however, that the failure of any Lender to fulfill its obligations hereunder shall not relieve any other Lender of its obligations hereunder. Unless If the Administrative Agent shall have been notified by any Lender prior received an executed signature page to the date of the Term Loans that such Lender does not intend to make available to the Administrative Agent its portion of the Term Loans to be made on such datethis Credit Agreement (whether an original or via telecopy) from a Lender, the Administrative Agent may assume that such Lender has or will make the amount of its Term Loan Loans available to the Administrative Agent on the Effective Closing Date, and the Administrative Agent in reliance upon such assumption, may (in its sole discretion but without any obligation to do so) make available to the Borrowers Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not shall fail to pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent will promptly notify the BorrowersBorrower, and the Borrowers Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from such the Lender or the BorrowersBorrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrowers Borrower to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (i) from the Borrowers Borrower at the Adjusted Base Rate applicable rate for such Term Loan and (ii) from such a Lender at the Federal Funds Rate if paid within two Business Days of the date of drawing and thereafter at a rate equal to the Base Rate.

Funding of Term Loans. On the Effective Date, each applicable --------------------- Lender will make its Tranche A Term Loan Commitment Percentage of the aggregate amount of Tranche A Term Loans requested by the Borrowers Loan Committed Amount available to the Administrative Agent by deposit, in Dollars and in immediately available funds, at the offices of the Administrative Agent's Agent at its principal office at the Agency Services Address in Charlotte, North Carolina or at such other address as the Administrative Agent may designate in writing. The Unless the Administrative Agent determines that any applicable condition set forth in Article IV has not been satisfied, the Administrative Agent shall make the ---------- amount of the Term Loans will then be made funds so received available to the Borrowers by the Administrative Agent Borrower by crediting the account of the Borrowers Borrower on the books of such office of the Administrative Agent, to the extent the amount of such Term Loans are made available to the Administrative Agent. All Term Loans made on the Effective Date shall be Base Rate Loans. Thereafter, all or any portion of the Term Loans may be converted into Eurodollar Loans in accordance with the terms of Section 2.1(d) and the definition of "Interest Period" set forth in Section 1.1. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make a Tranche A Term Loan hereunder; provided, -------- however, that the failure of any Lender to fulfill its obligations hereunder ------- shall not relieve any other Lender of its obligations hereunder. Unless If the Administrative Agent shall have been notified by any Lender prior received an executed signature page to the date of the Term Loans that such Lender does not intend to make available to the Administrative Agent its portion of the Term Loans to be made on such datethis Agreement (whether an original or via telecopy) from a Lender, the Administrative Agent may assume that such Lender has made or will make the amount of its Tranche A Term Loan Loans available to the Administrative Agent on the Effective Date, and the Administrative Agent in reliance upon such assumption, may (in its sole discretion but without any obligation to do so) make available to the Borrowers applicable Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent will promptly notify the BorrowersBorrower, and the Borrowers Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from such the Lender or the BorrowersBorrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrowers Borrower to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (i) from the Borrowers at Borrower, the Adjusted Base Rate applicable rate for such Tranche A Term Loan and (ii) from such Lender at a Lender, the Federal Funds Rate if paid within two Business Days of the date of drawing and thereafter at a rate equal to the Base Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender's Tranche A Term Loan included in the Tranche A Term Borrowing for purposes of this Agreement.

Funding of Term Loans. By no later than 11:00 a.m. on the Closing Date, the Borrower shall submit to the Administrative Agent a Notice of Borrowing setting forth the amount of Term Loans requested to be funded on the Closing Date and a certification that the Borrower has complied in all respects with Section 5.2; provided that at least $40,000,000 of the Committed Amount shall be funded on the Closing Date. All or a portion of the remainder of the Committed Amount, if any, may be borrowed by the Borrower in a single borrowing (the "Second Borrowing") within 90 days of the Closing Date. By no later than 11:00 a.m. (a) on the date of the Second Borrowing if the Term Loans requested will be Base Rate Loans or (b) three Business Days prior to the date of the Second Borrowing if the Term Loans requested will be Eurodollar Loans, the Borrower shall telephone the Administrative Agent with the information described below as well as submit a written Notice of Borrowing to the Administrative Agent setting forth (i) the amount requested, (ii) whether such Term Loans shall be Base Rate Loans or Eurodollar Loans and (iii) a certification that the Borrower has complied in all respects with Section 5.2. On the Effective DateClosing Date and on the date of the Second Borrowing, if any, each Lender will make its Term Loan Commitment Percentage of the aggregate amount of requested Term Loans requested by the Borrowers available to the Administrative Agent by deposit, in Dollars and in immediately available funds, at the offices of the Administrative Agent's office Agent at the Agency Services Address or at such other address as the Administrative Agent may designate in writing. The amount of the Term Loans will then be made available to the Borrowers Borrower by the Administrative Agent by crediting the account of the Borrowers Borrower on the books of such office of the Administrative Agent, to the extent the amount of such Term Loans are made available to the Administrative Agent. All Term Loans made on the Effective Closing Date or within three Business Days after the Closing Date shall be Base Rate Loans. Thereafter, all or any portion of the Term Loans may be converted into Eurodollar Loans in accordance with the terms of Section 2.1(d) and the definition of "Interest Period" set forth in Section 1.12.2. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make a Term Loan hereunder; provided, however, that the failure of any Lender to fulfill its obligations hereunder shall not relieve any other Lender of its obligations hereunder. Unless If the Administrative Agent shall have been notified by any Lender prior received an executed signature page to the date of the Term Loans that such Lender does not intend to make available to the Administrative Agent its portion of the Term Loans to be made on such datethis Credit Agreement (whether an original or via telecopy) from a Lender, the Administrative Agent may assume that such Lender has or will make the amount of its Term Loan Loans available to the Administrative Agent on the Effective DateClosing Date and on the date of the Second Borrowing, if any, and the Administrative Agent in reliance upon such assumption, may (in its sole discretion but without any obligation to do so) make available to the Borrowers Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent will promptly notify the BorrowersBorrower, and the Borrowers Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from such the Lender or the BorrowersBorrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrowers Borrower to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (i) from the Borrowers Borrower at the Adjusted Base Rate and (ii) from such a Lender at the Federal Funds Rate if paid within two Business Days of the date of drawing and thereafter at a rate equal to the Base Rate.