[EXECUTION COPY]
PARENT GUARANTY
THIS PARENT GUARANTY (as amended, supplemented, amended and restated or
otherwise modified from time to time, this "GUARANTY"), dated as of August 6,
1999, is made by XXXXXX EQUITY INVESTORS III, L.P., a Delaware limited
partnership (the "GUARANTOR"), in favor of each of the Lenders with an
Additional Term Loan Commitment (the "LENDER PARTIES").
W I T N E S S E T H:
WHEREAS, pursuant to the Second Amended and Restated Credit Agreement,
dated as of July 9, 1998 (as amended, supplemented, amended and restated or
otherwise modified from time to time including pursuant to the Fourth Amendment,
dated as of the date hereof (the "FOURTH AMENDMENT"), among IQI, Inc., a New
York corporation (the "BORROWER"), Aegis Communications Group, Inc., a Delaware
corporation ("AEGIS") and the Lenders, the "CREDIT AGREEMENT"), among the
Borrower, Aegis, the Lenders, the Syndication Agent and the Administrative
Agent, the Lenders and the Issuer have extended Commitments to make Credit
Extensions (including Additional Term Loans) to the Borrower; and
WHEREAS, as a condition precedent to the making of the Additional Term
Loans under the Credit Agreement, the Guarantor is required to execute and
deliver this Guaranty;
NOW THEREFORE, for good and valuable consideration the receipt of which
is hereby acknowledged, and in order to induce the Lender Parties to make the
Additional Term Loans to the Borrower pursuant to the Credit Agreement, the
Guarantor agrees, for the benefit of each Lender Party, as follows:
ARTICLE I
DEFINITIONS
SECTION I.1. CERTAIN TERMS. The following terms (whether or not
underscored) when used in this Guaranty, including its preamble and recitals,
shall have the following meanings (such definitions to be equally applicable to
the singular and plural forms thereof):
"AEGIS" is defined in the FIRST RECITAL.
"BORROWER" is defined in the FIRST RECITAL.
"CREDIT AGREEMENT" is defined in the FIRST RECITAL.
"FOURTH AMENDMENT" is defined in the FIRST RECITAL.
"GUARANTEED OBLIGATIONS" is defined in CLAUSE (B) of SECTION 2.1.
"GUARANTOR" is defined in the PREAMBLE.
"GUARANTY" is defined in the PREAMBLE.
"LENDER PARTIES" is defined in the PREAMBLE.
"TERMINATION DATE" means the date on which all Guaranteed Obligations
have been paid in full in cash, all obligations of the Guarantor hereunder shall
have been paid in full in cash and the Additional Term Loan Commitment shall
have terminated.
SECTION I.2. CREDIT AGREEMENT DEFINITIONS. Unless otherwise defined
herein or the context otherwise requires, terms used in this Guaranty, including
its preamble and recitals, have the meanings provided in the Credit Agreement.
ARTICLE II
GUARANTY PROVISIONS
SECTION II.1. GUARANTY. The Guarantor hereby absolutely,
unconditionally and irrevocably
(a) guarantees the full and punctual payment when due, whether
at stated maturity, by required prepayment, declaration, acceleration,
demand or otherwise, of the Additional Term Loans now or hereafter
existing, whether for principal, interest (including interest accruing
at the then applicable rate provided in the Credit Agreement after the
occurrence of any Default set forth in Section 8.1.9 of the Credit
Agreement, whether or not a claim for post-filing or post-petition
interest is allowed under applicable law following institution of a
proceeding under bankruptcy, insolvency or similar laws), fees,
expenses or otherwise (including all such amounts which would become
due but for the operation of the automatic stay under Section 362(a) of
the United States Bankruptcy Code, 11 U.S.C. Section 362(a), and the
operation of Sections 502(b) and 506(b) of the United States Bankruptcy
Code, 11 U.S.C. Section 502(b) and Section 506(b)); and
(b) indemnifies and holds harmless each Lender Party for any
and all costs and expenses (including reasonable attorneys' fees and
expenses) incurred by such Lender Party in enforcing any rights under
this Guaranty (together with the Obligations set forth in CLAUSE (a)
hereof, the "GUARANTEED OBLIGATIONS").
This Guaranty constitutes a guaranty of payment when due and not of collection,
and the Guarantor specifically agrees that it shall not be necessary or required
that any Lender Party exercise any right, assert any claim or demand or enforce
any remedy whatsoever against any Obligor or any other Person before or as a
condition to the obligations of the Guarantor hereunder.
SECTION II.2. REINSTATEMENT, ETC. The Guarantor hereby agrees that this
Guaranty shall continue to be effective or be reinstated, as the case may be, if
at any time any payment (in whole or in part) of any of the Guaranteed
Obligations is invalidated, declared to be fraudulent or preferential, set
aside, rescinded or must otherwise be restored by any Lender Party, including
upon the occurrence of any Default set forth in Section 8.1.9 of the Credit
Agreement or otherwise, all as though such payment had not been made.
SECTION II.3. GUARANTY ABSOLUTE, ETC. This Guaranty shall in all
respects be a continuing, absolute, unconditional and irrevocable guaranty of
payment, and shall remain in full force and effect until the Termination Date
has occurred. The Guarantor guarantees that the Guaranteed Obligations will be
paid strictly in accordance with the terms of the Credit Agreement and each
other Loan Document under which they arise, regardless of any law, regulation or
order now or hereafter in effect in any jurisdiction affecting any of such terms
or the rights of any Lender Party with respect thereto. The liability of the
Guarantor under this Guaranty shall be absolute, unconditional and irrevocable
irrespective of:
(a) any lack of validity, legality or enforceability of any
Loan Document;
(b) the failure of any Lender Party (i) to assert any claim or
demand or to enforce any right or remedy against any Obligor or any
other Person (including any other guarantor) under the provisions of
any Loan Document or otherwise, or (ii) to exercise any right or remedy
against any other guarantor (including the Guarantor) of, or collateral
securing, any Guaranteed Obligations;
(c) any change in the time, manner or place of payment of, or
in any other term of, all or any part of the Guaranteed Obligations, or
any other extension, compromise or renewal of any Guaranteed
Obligation;
(d) any reduction, limitation, impairment or termination of
any Guaranteed Obligations for any reason (other than any payment made
by the Guarantor or any other Obligor toward the repayment of the
Guaranteed Obligations), including any claim of waiver, release,
surrender, alteration or compromise, and shall not be subject to (and
the
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Guarantor hereby waives any right to or claim of) any defense or
setoff, counterclaim, recoupment or termination whatsoever by reason of
the invalidity, illegality, irregularity, compromise, unenforceability
of, or any other event or occurrence affecting, any Guaranteed
Obligations or otherwise;
(e) any amendment to, rescission, waiver, or other
modification of, or any consent to or departure from, any of the terms
of any Loan Document, other than any increase in the Additional Term
Loan Commitment Amount without the prior written affirmation and
consent of the Guarantor;
(f) any addition, exchange or release of any collateral or of
any Person that is a guarantor (including the Guarantor hereunder) of
the Guaranteed Obligations, or any surrender or non-perfection of any
collateral, or any amendment to or waiver or release of or addition to,
or consent to or departure from, any other guaranty held by any Lender
Party securing any of the Guaranteed Obligations; or
(g) any other circumstance which might otherwise constitute a
defense available to, or a legal or equitable discharge of, the
Borrower, any other Obligor, any surety or any guarantor.
SECTION II.4. SETOFF. The Guarantor hereby irrevocably authorizes the
Administrative Agent and each Lender Party, without the requirement that any
notice be given to the Guarantor (such notice being expressly waived by the
Guarantor), upon the occurrence and during the continuance of any Default
described in Section 8.1.9 of the Credit Agreement or, with the consent of the
Required Lenders, upon the occurrence and during the continuance of any other
Event of Default, to setoff and appropriate and apply to the payment of the
Guaranteed Obligations (whether or not then due, and whether or not any Lender
Party has made any demand for payment of the Guaranteed Obligations), any and
all balances, claims, credits, deposits (general or special, time or demand,
provisional or final), accounts or money of the Guarantor then or thereafter
maintained with such Lender Party; PROVIDED, HOWEVER, that any such
appropriation and application shall be subject to the provisions of Section 4.8
of the Credit Agreement. Each Lender Party agrees to notify the Guarantor and
the Administrative Agent after any such setoff and application made by such
Lender Party; PROVIDED, HOWEVER, that the failure to give such notice shall not
affect the validity of such setoff and application. The rights of each Lender
Party under this Section are in addition to other rights and remedies (including
other rights of setoff under applicable law or otherwise) which such Lender
Party may have.
SECTION II.5. WAIVER, ETC. The Guarantor hereby waives promptness,
diligence, notice of acceptance and any other notice with respect to any of the
Guaranteed Obligations and this Guaranty and any requirement that the
Administrative Agent or any Lender Party protect, secure, perfect or insure any
security interest, mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or otherwise), charge against or
interest in any property, or the property subject thereto, or exhaust any right
or take any action against any
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Obligor or any other Person (including any other guarantor) or entity or any
collateral securing the Guaranteed Obligations.
SECTION II.6. POSTPONEMENT OF SUBROGATION, ETC. The Guarantor agrees
that it will not exercise any rights which it may acquire by way of rights of
subrogation under this Guaranty or any other Loan Document to which it is a
party, nor shall the Guarantor seek or be entitled to seek any contribution
or reimbursement from any Obligor, in respect of any payment made hereunder,
under any other Loan Document or otherwise, until following the Termination
Date. Any amount paid to the Guarantor on account of any such subrogation
rights prior to the Termination Date shall be held in trust for the benefit
of the Lender Parties and shall immediately be paid and turned over to the
Administrative Agent for the benefit of the Lender Parties in the exact form
received by the Guarantor (duly endorsed in favor of the Administrative
Agent, if required), to be credited and applied against the Guaranteed
Obligations, whether matured or unmatured, in accordance with SECTION 2.7;
PROVIDED, HOWEVER, that if the Guarantor has made payment to the Lender
Parties of all or any part of the Guaranteed Obligations and the Termination
Date has occurred, then at the Guarantor's request, the Administrative Agent
(on behalf of the Lender Parties) will, at the expense of the Guarantor,
execute and deliver to the Guarantor appropriate documents (without recourse
and without representation or warranty) necessary to evidence the transfer by
subrogation to the Guarantor of an interest in the Guaranteed Obligations
resulting from such payment. In furtherance of the foregoing, at all times
prior to the Termination Date, the Guarantor shall refrain from taking any
action or commencing any proceeding against any Obligor (or its successors or
assigns, whether in connection with a bankruptcy proceeding or otherwise) to
recover any amounts in the respect of payments made under this Guaranty to
any Lender Party.
SECTION II.7. PAYMENTS; APPLICATION. The Guarantor hereby agrees with
each Lender Party as follows:
(a) The Guarantor agrees that all payments made by the
Guarantor hereunder will be made in Dollars to the Administrative
Agent, without setoff, counterclaim or other defense and in accordance
with Sections 4.6 and 4.7 of the Credit Agreement, free and clear of
and without deduction for any taxes, the Guarantor hereby agreeing to
comply with and be bound by the provisions of Sections 4.6 and 4.7 of
the Credit Agreement in respect of all payments made by it hereunder
and the provisions of which Sections are hereby incorporated into and
made a part of this Guaranty by this reference as if set forth herein;
PROVIDED, that references to the "Borrower" in such Sections shall be
deemed to be references to the Guarantor, and references to "this
Agreement" in such Sections shall be deemed to be references to this
Guaranty.
(b) All payments made hereunder shall be applied upon receipt
(i) first, to the payment of all Guaranteed Obligations owing to the
Administrative Agent, in its capacity as the Administrative Agent
(including the fees and expenses of counsel to the Administrative
Agent), (ii) second, after payment in full of the amounts specified in
CLAUSE (b)(i), to the ratable payment of all interest and fees owing
with respect to the
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Additional Term Loans and all costs and expenses owing to the Lender
Parties pursuant to the terms of the Credit Agreement, until paid in
full, (iii) third, after payment in full of the amounts specified in
CLAUSES (b)(i) and (b)(ii), to the ratable payment of the principal
amount of the Additional Term Loans then outstanding, (iv) fourth,
after payment in full of the amounts specified in CLAUSES (b)(i)
through (b)(iii), and following the Termination Date, to the Guarantor
or any other Person lawfully entitled to receive such surplus.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
In order to induce the Lender Parties to enter into the Fourth
Amendment and make the Additional Term Loans thereunder, the Guarantor
represents and warrants to each Lender Party as set forth below.
SECTION III.1. CREDIT AGREEMENT REPRESENTATIONS AND WARRANTIES. The
Guarantor hereby represents and warrants to each Lender Party that the
representations and warranties contained in Article VI of the Credit Agreement,
insofar as the representations and warranties contained therein specifically
refer to the Guarantor and its properties, are true and correct in all material
respects, each such representation and warranty set forth in such Article
(insofar as applicable as aforesaid), together with all related definitions,
being hereby incorporated into this Guaranty by this reference as though
specifically set forth in this Article.
SECTION III.2. FINANCIAL CONDITION OF THE OBLIGORS. The Guarantor has
knowledge of each Obligor's financial condition and affairs and has adequate
means to obtain from the each Obligor on an ongoing basis information relating
thereto and to such Obligor's ability to pay and perform the Guaranteed
Obligations, and agrees to assume the responsibility for keeping, and to keep,
so informed until after the Termination Date. The Guarantor acknowledges and
agrees that the Lender Parties shall have no obligation to investigate the
financial condition or affairs of any Obligor for the benefit of the Guarantor
nor to advise the Guarantor of any fact respecting, or any change in, the
financial condition or affairs of any Obligor that might become known to any
Lender Party at any time, whether or not such Lender Party knows or believes or
has reason to know or believe that any such fact or change is unknown to the
Guarantor, or might (or does) materially increase the risk of the Guarantor as
guarantor, or might (or would) affect the willingness of the Guarantor to
continue as a guarantor of the Guaranteed Obligations.
SECTION III.3. BEST INTERESTS. It is in the best interests of the
Guarantor to execute this Guaranty inasmuch as the Guarantor will derive
substantial direct and indirect benefits from the making of the Additional Term
Loans to the Borrower by the Lender Parties pursuant to the Credit Agreement,
and the Guarantor agrees that the Lender Parties are relying on this
representation in agreeing to make the Additional Term Loans to the Borrower.
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ARTICLE IV
COVENANTS, ETC.
SECTION IV.1. CREDIT AGREEMENT COVENANTS. The Guarantor covenants and
agrees that, at all times prior to the Termination Date, it will perform, comply
with and be bound by all of the agreements, covenants and obligations contained
in the Credit Agreement (including Article VII and Section 8.1.9 of the Credit
Agreement) which specifically refer to the Guarantor or its properties, each
such agreement, covenant and obligation contained in the Credit Agreement,
together with all related definitions, being hereby incorporated into this
Guaranty by this reference as though specifically set forth in this Article.
SECTION IV.2. GUARANTEED OBLIGATIONS ON DEPOSIT. The Guarantor
covenants and agrees that, at all times prior to the Termination Date, it will
maintain unfunded capital commitments in an amount sufficient to pay the
Guaranteed Obligations.
ARTICLE V
MISCELLANEOUS PROVISIONS
SECTION V.1. LOAN DOCUMENT. This Guaranty is a Loan Document executed
pursuant to the Credit Agreement and shall (unless otherwise expressly indicated
herein) be construed, administered and applied in accordance with the terms and
provisions thereof, including ARTICLE XI thereof.
SECTION V.2. BINDING ON SUCCESSORS, TRANSFEREES AND ASSIGNS;
ASSIGNMENT. This Guaranty shall be binding upon the Guarantor and its
successors, transferees and assigns and shall inure to the benefit of and be
enforceable by each Lender Party and its respective successors, transferees and
assigns; PROVIDED, HOWEVER, that the Guarantor may not (unless otherwise
permitted under the terms of the Credit Agreement) assign any of its obligations
hereunder without the prior written consent of all Lenders.
SECTION V.3. AMENDMENTS, ETC. No amendment to or waiver of any
provision of this Guaranty, nor consent to any departure by the Guarantor
herefrom, shall in any event be effective unless the same shall be in writing
and signed by the Administrative Agent (on behalf of the Lenders or the Required
Lenders, as the case may be, pursuant to Section 11.1 of the Credit Agreement)
and then such waiver or consent shall be effective only in the specific instance
and for the specific purpose for which given.
SECTION V.4. NOTICES. All notices and other communications provided for
hereunder shall be in writing (including facsimile communication) and mailed,
telecopied or delivered to
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the Guarantor, in care of the Borrower at the address or facsimile number of
the Borrower specified in the Credit Agreement or, if such notice or
communication is to the Administrative Agent, to the address or facsimile
number of the Administrative Agent specified in the Credit Agreement. All
such notices and other communications, when mailed and properly addressed
with postage prepaid or if properly addressed and sent by pre-paid courier
service, shall be deemed given when received; any such notice or
communication, if transmitted by facsimile, shall be deemed given when the
confirmation of transmission thereof is received b the transmitter.
SECTION V.5. NO WAIVER; REMEDIES. In addition to, and not in limitation
of, SECTION 2.3 and SECTION 2.5, no failure on the part of any Lender Party to
exercise, and no delay in exercising, any right hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise of any right hereunder
preclude any other or further exercise thereof or the exercise of any other
right. The remedies herein provided are cumulative and not exclusive of any
remedies provided by law.
SECTION V.6. CAPTIONS. Section captions used in this Guaranty are for
convenience of reference only, and shall not affect the construction of this
Guaranty.
SECTION V.7. SEVERABILITY. Wherever possible each provision of this
Guaranty shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Guaranty shall be prohibited by or
invalid under such law, such provision shall be ineffective to the extent of
such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Guaranty.
SECTION V.8. GOVERNING LAW, ENTIRE AGREEMENT, ETC. THIS GUARANTY SHALL
BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE
STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE SECTIONS 5-1401 AND 5-1402 OF THE
GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). THIS GUARANTY AND THE OTHER
LOAN DOCUMENTS CONSTITUTE THE ENTIRE UNDERSTANDING AMONG THE PARTIES HERETO WITH
RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ANY PRIOR AGREEMENTS, WRITTEN
OR ORAL, WITH RESPECT THERETO.
SECTION V.9. FORUM SELECTION AND CONSENT TO JURISDICTION. ANY
LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS
GUARANTY OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF
DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE LENDER PARTIES
OR THE GUARANTOR SHALL BE BROUGHT AND MAINTAINED IN THE COURTS OF THE STATE OF
NEW YORK, NEW YORK COUNTY OR IN THE UNITED STATES DISTRICT COURT FOR THE
SOUTHERN DISTRICT OF NEW YORK; PROVIDED, HOWEVER,
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THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY PROPERTY MAY BE BROUGHT, AT THE
ADMINISTRATIVE AGENT'S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH
PROPERTY MAY BE FOUND. THE GUARANTOR HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS
TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK, NEW YORK COUNTY
AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK
FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE AND IRREVOCABLY
AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH SUCH
LITIGATION. THE GUARANTOR HEREBY IRREVOCABLY APPOINTS CT CORPORATION SYSTEM
(THE "PROCESS AGENT"), WITH AN OFFICE ON THE DATE HEREOF AT 0000 XXXXXXXX,
XXX XXXX, XXX XXXX 00000, XXXXXX XXXXXX, AS ITS AGENT TO RECEIVE, ON THE
GUARANTOR'S BEHALF AND ON BEHALF OF THE GUARANTOR'S PROPERTY, SERVICE OF
COPIES OF THE SUMMONS AND COMPLAINT AND ANY OTHER PROCESS WHICH MAY BE SERVED
IN ANY SUCH ACTION OR PROCEEDING. SUCH SERVICE MAY BE MADE BY MAILING OR
DELIVERING A COPY OF SUCH PROCESS TO THE GUARANTOR IN CARE OF THE PROCESS
AGENT AT THE PROCESS AGENT'S ABOVE ADDRESS, AND THE GUARANTOR HEREBY
IRREVOCABLY AUTHORIZES AND DIRECTS THE PROCESS AGENT TO ACCEPT SUCH SERVICE
ON ITS BEHALF. AS AN ALTERNATIVE METHOD OF SERVICE, THE GUARANTOR FURTHER
IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE
PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK. THE
GUARANTOR HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO
THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED
TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM. TO THE EXTENT THAT THE GUARANTOR HAS OR HEREAFTER MAY
ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS
(WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT
IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, THE
GUARANTOR HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS
OBLIGATIONS UNDER THIS GUARANTY AND THE OTHER LOAN DOCUMENTS.
SECTION V.10. WAIVER OF JURY TRIAL. THE GUARANTOR HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY
IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN
CONNECTION WITH, THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR ANY COURSE OF
CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR
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ACTIONS OF THE LENDER PARTIES OR THE GUARANTOR. THE GUARANTOR ACKNOWLEDGES
AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS
PROVISION AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDER
PARTIES ENTERING INTO THE FOURTH AMENDMENT.
SECTION V.11. COUNTERPARTS. This Guaranty may be executed by the
parties hereto in several counterparts, each of which shall be deemed to be an
original and all of which shall constitute together but one and the same
agreement.
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IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be duly
executed and delivered by its officer thereunto duly authorized as of the date
first above written.
XXXXXX EQUITY INVESTORS III, L.P.
By: TC Equity Partners L.L.C.,
its General Partner
By:_________________________________
Title: Member
Accepted and Agreed for itself and
on behalf of the Lender Parties:
THE BANK OF NOVA SCOTIA,
as Administrative Agent
By:_________________________________
Title:
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