Common use of Funding of Loans Clause in Contracts

Funding of Loans. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender shall make its Commitment Percentage of the requested Loans available to the Administrative Agent by 1:00 p.m. on the date specified in the Notice of Borrowing by deposit, in Dollars, of immediately available funds to the Administrative Agent at its principal office in New York City, New York or at such other address as the Administrative Agent may designate in writing. The amount of the requested 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 requested Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make 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 any Loan that such Lender does not intend to make available to the Administrative Agent its portion of the Loans to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on the date 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 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 applicable rate for such Loan pursuant to the Notice of Borrowing and (ii) from such Lender at the Federal Funds Rate.

Funding of Loans. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly inform the The Lenders as to the terms thereof. Each Lender shall make its Commitment Percentage of the requested Loans available to the Administrative Agent by 1:00 p.m. on the date specified in the Notice of Borrowing by deposit, in Dollars, of immediately available funds to the Administrative Agent at its principal office in New York City, New York or at such other address as the Administrative Agent may designate in writing. The amount of the requested 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 requested Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make Loans hereunder; provided, however, agree 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 any Loan that such Lender does not intend to make available to the Administrative Agent its portion of the Loans to be made on such date, the Administrative Agent may assume that such each Lender has made such amount available to will fund timely its pro rata portion of each borrowing requested by the Borrowers in accordance with the terms of this Agreement and that the Administrative Agent on the date of such Loansmay, 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 In such corresponding amount is event, if a Lender has not in fact made its share of the applicable borrowing available to the Administrative Agent, then the applicable Lender and the Borrowers severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrowers to but excluding the date of payment to the Administrative Agent, at (a) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate or a rate determined by the Administrative Agent in accordance with banking industry customs and rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (b) in the case of a payment to be made by the Borrowers, the interest rate applicable to Adjusted Base Rate Borrowings. If the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall be able promptly remit to recover the Borrowers the amount of such corresponding amount from interest paid by the Borrowers for such Lenderperiod. If such Lender does not pay such corresponding amount forthwith upon pays its share of the Administrative Agent’s demand therefor, the Administrative Agent will promptly notify the Borrowers, and the Borrowers shall immediately pay such corresponding amount applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such share included in the subject borrowing. 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 Any payment by the Administrative Agent Borrowers shall be without prejudice to any claim the Borrowers may have against a Lender that shall have failed to make such payment 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 applicable rate for such Loan pursuant to the Notice of Borrowing and (ii) from such Lender at the Federal Funds RateAgent.

Funding of Loans. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender shall make its Commitment Percentage of the requested Loans available to the Administrative Agent by 1:00 p.m. on the date specified in the Notice of Borrowing by deposit, in Dollars, of immediately available funds to the Administrative Agent at its principal office in New York City, New York or at such other address as the Administrative Agent may designate in writing. The amount of the requested 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 requested Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make 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 any Loan that such Lender does not intend to make available to the Administrative Agent its portion Pro Rata Share of the Loans principal amount of each Loan under the Credit Facility prior to 11:00 a.m. (Vancouver time) on the date of the extension of credit. The Administrative Agent shall, upon fulfilment by the Borrower of the terms and conditions set forth in Article 12 and unless otherwise irrevocably authorized and directed in the Drawdown Notice, make such funds available to the Borrower on the date of the extension of credit by crediting the Designated Account (or causing such account to be made on credited). Unless the Administrative Agent has been notified by a Lender at least one Banking Day prior to the date of the extension of credit that such dateLender will not make available to the Administrative Agent its Pro Rata Share of such Loan, the Administrative Agent may assume that such Lender has made such amount portion of the Loan available to the Administrative Agent on the date of such Loans, the extension of credit in accordance with the provisions hereof 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 Borrower on such date a corresponding amount. If the Administrative Agent has made such corresponding amount is assumption, to the extent such Lender shall not in fact have so made its Pro Rata Share of the Loan available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not agrees to 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 , forthwith on demand, such Lender’s Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Administrative Agent shall also be entitled to recover from such Lender or in connection therewith together with interest thereon at the Borrowers, as the case may be, interest on such corresponding amount in respect of then prevailing interbank rate for each day from the date such corresponding amount was is made available to the Borrower until the date such amount is paid or repaid to the Administrative Agent; provided, however, that notwithstanding such obligation, if such Lender fails so to pay, the Borrower shall, without prejudice to any rights that the Borrower might have against such Lender, repay such amount to the Administrative Agent forthwith after demand therefor by the Administrative Agent. The amount payable by each Lender to the Administrative Agent pursuant hereto shall be set forth in a certificate delivered by the Administrative Agent to such Lender and the Borrowers Borrower (which certificate shall contain reasonable details of how the amount payable is calculated) and shall constitute prima facie evidence of such amount payable. If such Lender makes the payment to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal required herein, the amount so paid shall constitute such Lender’s Pro Rata Share of the Loan for purposes of this agreement and shall entitle the Lender to (i) from all rights and remedies against the Borrowers at the applicable rate for Borrower in respect of such Loan pursuant to the Notice of Borrowing and (ii) from such Lender at the Federal Funds RateLoan.

Funding of Loans. Upon receipt of the a Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each such Lender shall make its Commitment Percentage of the requested Loans available to the Administrative Agent by 1:00 2:00 p.m. on the date specified in the Notice of Borrowing by deposit, in Dollars, of immediately available funds to at the Administrative Agent at its principal office in New York City, New York or at such other address as the Administrative Agent may designate in writingAgency Services Address. The amount of the requested 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 requested Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make 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 any such Loan that such Lender does not intend to make available to the Administrative Agent its portion of the Loans to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on the date 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 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, Borrowers and the Borrowers 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 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 (ia) from the Borrowers at the applicable rate for such Loan pursuant to the Notice of Borrowing and (iib) from such a Lender at the Federal Funds Rate.

Funding of Loans. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender shall make its Commitment Percentage of the requested Loans available to the Administrative Agent by 1:00 p.m. its Pro Rata Share of the principal amount of each Loan (other than a BA Rate Loan) under the Credit Facility prior to 10:00 a.m. (Toronto time) on the date specified of the extension of credit. The Agent shall, upon fulfilment by the Borrower of the terms and conditions set forth in Article 12, make such funds available to the Notice Borrower on the date of Borrowing the extension of credit by deposit, crediting the appropriate Designated Account in Dollars, of immediately available funds to unless otherwise irrevocably authorized and directed in the Administrative Agent at its principal office in New York City, New York or at such other address as the Administrative Agent may designate in writing. The amount of the requested 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 requested Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make Loans hereunder; provided, however, that the failure of any Lender to fulfill its obligations hereunder shall not relieve any other Lender of its obligations hereunderDrawdown Notice. Unless the Administrative Agent shall have has been notified by any a Lender prior to 10:00 a.m. (Toronto time) on the date of any Loan the extension of credit that such Lender does will not intend to make available to the Administrative Agent its portion Pro Rata Share of the Loans to be made on such dateLoan, the Administrative Agent may assume that such Lender has made such amount portion of the Loan available to the Administrative Agent on the date of such Loans, the extension of credit in accordance with the provisions hereof 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 Borrower on such date a corresponding amount. If the Agent has made such corresponding amount is assumption, to the extent such Lender shall not in fact have so made its Pro Rata Share of the Loan available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent shall be able to recover such corresponding amount from Agent, forthwith on demand, such Lender. If such Lender does not pay such corresponding amount forthwith upon ’s Pro Rata Share of the Administrative Agent’s demand therefor, Loan and all reasonable costs and expenses incurred by the Administrative Agent will promptly notify in connection therewith together with interest thereon at 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 then prevailing interbank rate for each day from the date such corresponding amount was is made available by the Administrative Agent to the Borrowers to Borrower until the date such corresponding amount is recovered paid or repaid to the Agent; provided, however, that notwithstanding such obligation, if such Lender fails so to pay, the Borrower shall, without prejudice to any rights that the Borrower might have against such Lender, repay such amount to the Agent forthwith after demand therefor by the Administrative Agent at a per annum rate equal to (i) from the Borrowers at the applicable rate for Agent. The amount payable by such Loan pursuant Lender to the Notice of Borrowing and (ii) from Agent pursuant hereto shall be set forth in a certificate delivered by the Agent to such Lender at and the Federal Funds RateBorrower (which certificate shall contain reasonable details of how the amount payable is calculated) and shall constitute prima facie evidence of such amount payable. If such Lender makes the payment to the Agent required herein, the amount so paid shall constitute such Lender’s Pro Rata Share of the Loan for purposes of this Agreement and shall entitle such Lender to all rights and remedies against the Borrower in respect of such Loan.

Funding of Loans. Upon receipt of the a Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender shall will make its Commitment Percentage pro rata share of the requested Loans available to the Administrative Agent by 1:00 2:00 p.m. on the date specified in the Notice of Borrowing by deposit, deposit (in Dollars, ) of immediately available funds to at the offices of the Administrative Agent at its principal office in New York CityYork, New York York, or at such other address as the Administrative Agent may designate in writing. The amount of the requested All Loans will then shall be made available to the Borrowers by the Administrative Agent by crediting the account of the Borrowers Lenders pro rata on the books basis of such office of the Administrative Agent, to the extent the amount of such requested Loans are made available to the Administrative Agenteach Lender’s Commitment Percentage. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make 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 any such Loan that such Lender does not intend to make available to the Administrative Agent its portion of the Loans to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on the date 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 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 at the applicable rate for such Loan pursuant to the Notice of Borrowing Borrowing, if recovered from the Borrower and (iib) from such Lender at the Federal Funds Rate, if recovered from a Lender.

Funding of Loans. Upon receipt of the a Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender shall will make its Commitment Percentage pro rata share of the requested Loans available to the Administrative Agent by 1:00 2:00 p.m. on the date specified in the Notice of Borrowing by deposit, deposit (in Dollars, ) of immediately available funds to at the offices of the Administrative Agent at its principal office in New York CityYork, New York York, or at such other address as the Administrative Agent may designate in writing. The amount of the requested All Loans will then shall be made available to the Borrowers by the Administrative Agent by crediting the account of the Borrowers Lenders pro rata on the books basis of such office of the Administrative Agent, to the extent the amount of such requested Loans are made available to the Administrative Agenteach Lender's Commitment Percentage. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make 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 any such Loan that such Lender does not intend to make available to the Administrative Agent its portion of the Loans to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on the date 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 '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) from the Borrowers Borrower at the applicable rate for such Loan pursuant to the Notice of Borrowing and (iib) from such a Lender at the Federal Funds Rate.

Funding of Loans. Upon receipt Not later than (a) 1:00 P.M. (Charlotte, North Carolina time) on the date of each Base Rate Borrowing and (b) 12:00 Noon (Charlotte, North Carolina time) on the Notice date of each Term SOFR Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each each Lender shall make available its Commitment Percentage ratable share of the requested Loans available to the Administrative Agent by 1:00 p.m. on the date specified in the Notice of Borrowing by depositsuch Borrowing, in Dollars, of Federal or other funds immediately available funds in Charlotte, North Carolina, to the Administrative Agent at its principal office address referred to in New York City, New York or at such other address as Section 9.01. Unless the Administrative Agent may designate determines that any applicable condition specified in writing. The amount Article IV has not been satisfied, the Administrative Agent shall apply any funds so received in respect of the requested Loans will then be made a Borrowing available to the Borrowers Borrower at the Administrative Agent’s address not later than (a) 3:00 P.M. (Charlotte, North Carolina time) on the date of each Base Rate Borrowing and (b) 2:00 P.M. (Charlotte, North Carolina time) on the date of each Term SOFR Borrowing. Revolving Loans to be made for the purpose of refunding Swingline Loans shall be made by the Lenders as provided in Section 2.02(b). (c) Funding By the Administrative Agent by crediting in Anticipation of Amounts Due from the account of the Borrowers on the books of such office of the Administrative Agent, to the extent the amount of such requested Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make Loans hereunder; provided, however, that the failure of any Lender to fulfill its obligations hereunder shall not relieve any other Lender of its obligations hereunderLenders. Unless the Administrative Agent shall have been notified by any received notice from a Lender prior to the date of any Loan Borrowing (except in the case of a Base Rate Borrowing, in which case prior to the time of such Borrowing) that such Lender does will not intend to make available to the Administrative Agent its portion such Xxxxxx’s share of the Loans to be made on such dateBorrowing, the Administrative Agent may assume that such Lender has made such amount share available to the Administrative Agent on the date of such LoansBorrowing 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 Borrower on such date a corresponding amount. If and to the extent that such corresponding amount is Lender shall not in fact have so made such share available to the Administrative Agent, such Lender and the Borrower 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 thereforamount, 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, together with interest on such corresponding amount in respect of thereon for each day from the date such corresponding amount was is made available by the Administrative Agent to the Borrowers to Borrower until the date such corresponding amount is recovered by repaid to the Administrative Agent at a per annum rate equal to (i) from a rate per annum equal to the Borrowers at higher of the Federal Funds Rate and the interest rate applicable rate for such Loan thereto pursuant to Section 2.06, in the Notice case of Borrowing the Borrower, and (ii) from such Lender at the Federal Funds Rate., in the case of such Lender. Any payment by the Borrower hereunder shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make its share of a Borrowing

Funding of Loans. Upon receipt of the a Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender shall make its Commitment Percentage of the requested Loans available to the Administrative Agent by 1:00 p.m. on the date specified in the Notice of Borrowing by deposit, in Dollars, of immediately available funds to at the Administrative Agent at its principal office in New York City, New York or at such other address as the Administrative Agent may designate in writingAgency Services Address. The amount of the requested 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 requested Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make 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 any such Loan that such Lender does not intend to make available to the Administrative Agent its portion of the Loans to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on the date 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 '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 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 applicable rate for such Loan pursuant to the Notice of Borrowing 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, and, thereafter, the Base Rate plus two percent (2%) per annum.

Funding of Loans. Upon receipt of the a Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender shall will make its Commitment Percentage pro rata share of the requested Loans available to the Administrative Agent by 1:00 2:00 p.m. on the date specified in the Notice of Borrowing by deposit, deposit (in Dollars, ) of immediately available funds to at the offices of the Administrative Agent at its principal office in New York CityYork, New York York, or at such other address as the Administrative Agent may designate in writing. The amount of the requested All Loans will then shall be made available to the Borrowers by the Administrative Agent by crediting the account of the Borrowers Lenders pro rata on the books basis of such office of the Administrative Agent, to the extent the amount of such requested Loans are made available to the Administrative Agenteach Lender's Commitment Percentage. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make 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 any such Loan that such Lender does not intend to make available to the Administrative Agent its portion of the Loans to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on the date 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 '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) from the Borrowers Borrower at the applicable rate for such Loan pursuant to the Notice of Borrowing and (iib) from such a Lender at the Federal Funds Effective Rate.

Funding of Loans. Upon receipt of the a Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender shall will make its Commitment Percentage pro rata share of the requested Loans available to the Administrative Agent by 1:00 2:00 p.m. on the date specified in the Notice of Borrowing by deposit, deposit (in Dollars, ) of immediately available funds to at the offices of the Administrative Agent at its principal office in New York CityCharlotte, New York North Carolina, or at such other address as the Administrative Agent may designate in writing. The amount of the requested All Loans will then shall be made available to the Borrowers by the Administrative Agent by crediting the account of the Borrowers Lenders pro rata on the books basis of such office of the Administrative Agent, to the extent the amount of such requested Loans are made available to the Administrative Agenteach Lender's Commitment Percentage. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make 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 any such Loan that such Lender does not intend to make available to the Administrative Agent its portion of the Loans to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on the date 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 '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) from the Borrowers Borrower at the applicable rate for such Loan pursuant to the Notice of Borrowing and (iib) from such a Lender at the Federal Funds Rate.

Funding of Loans. Upon receipt of the a Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender shall make its Revolving Loan Commitment Percentage of the requested Revolving Loans available to the Administrative Agent by 1:00 p.m. on the date specified in the Notice of Borrowing by deposit, in Dollars, of immediately available funds to at the Administrative Agent at its principal office in New York City, New York or at such other address as the Administrative Agent may designate in writingAgency Services Address. The amount of the requested Revolving 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 requested Revolving Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make Revolving Loans hereunder; provided, however, that the failure of any Lender to fulfill its 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 any such Revolving Loan that such Lender does not intend to make available to the Administrative Agent its portion of the Revolving Loans to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on the date of such Revolving 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 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 applicable rate for such Revolving Loan pursuant to the Notice of Borrowing 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, and, thereafter, the Base Rate plus two percent (2%) per annum.

Funding of Loans. Upon (a) Following receipt of the Notice of Borrowinga Borrowing Request or a Conversion/Continuation Notice, the Administrative Agent shall promptly inform notify each Lender of the Lenders amount of its Applicable Revolving Loan Percentage or Applicable Acquisition Loan Percentage, as applicable, under the applicable Loan or the applicable Loans, and if no timely notice of a conversion or continuation is provided by the Borrower Representative, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in Section 2.11. In the terms thereof. Each case of an Acquisition Borrowing or a Revolving Borrowing, (i) each appropriate Lender shall make the amount of its Commitment Percentage of the requested Loans Loan available to the Administrative Agent by 1:00 in Dollars in immediately available funds at the Administrative Agent’s Office not later than 2:00 p.m. on the date Business Day specified in the applicable Borrowing Request or Conversion/Continuation Notice and (ii) upon satisfaction or waiver of the applicable conditions set forth in Section 4.02 (and, if such Borrowing by depositis the initial Borrowing, in DollarsSection 4.01), of immediately available funds to the Administrative Agent at its principal office in New York City, New York or at such other address as the Administrative Agent may designate in writing. The amount of the requested Loans will then be made shall make all funds so received available to the Borrowers Borrower Representative in like funds as received by the Administrative Agent either by (A) crediting the account of the applicable Borrower or Borrowers on the books of such office of the Administrative Agent, to the extent Agent with the amount of such requested Loans are made available funds or (B) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent. No Lender shall be responsible for Agent by the failure or delay by any other Lender in its obligation to make Loans hereunderBorrower Representative; 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 any Loan that such Lender does not intend to make available to the Administrative Agent its portion of the Loans to be made on such dateif, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on the date a Borrowing Request with respect to a Revolving Borrowing is given by the Borrower Representative, there are LC Disbursements and/or LC Borrowings outstanding, then the proceeds of such LoansRevolving Borrowing, first, shall be applied to the payment in full of any such LC Disbursements and/or LC Borrowings, and the Administrative Agent in reliance upon such assumptionsecond, 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 shall be 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, Borrower Representative 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 applicable rate for such Loan pursuant to the Notice of Borrowing and (ii) from such Lender at the Federal Funds Rateprovided above.

Funding of Loans. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as Subject to the terms thereof. Each and conditions hereof, each Lender shall make its Commitment Percentage of the requested Loans available to the Administrative Agent by 1:00 p.m. on the date specified in the Notice of Borrowing by deposit, in Dollars, of immediately available funds to the Administrative Agent at its principal office in New York City, New York or at such other address as the Administrative Agent may designate in writing. The amount of the requested 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 requested Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make 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 any Loan that such Lender does not intend to make available to the Administrative Agent its portion Pro Rata Share of the Loans principal amount of each Loan under the Credit Facility prior to 12:00 p.m. (Toronto time) on the date of the extension of credit. The Administrative Agent shall, upon fulfilment by the Borrower of the terms and conditions set forth in Article 12 and unless otherwise irrevocably authorized and directed in the Drawdown Notice, make such funds available to the Borrower on the date of the extension of credit by crediting the Designated Account (or causing such account to be made on credited). Unless the Administrative Agent has been notified by a Lender at least one Banking Day prior to the date of the extension of credit that such dateLender will not make available to the Administrative Agent its Pro Rata Share of such Loan, the Administrative Agent may assume that such Lender has made such amount portion of the Loan available to the Administrative Agent on the date of such Loans, the extension of credit in accordance with the provisions hereof 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 Borrower on such date a corresponding amount. If the Administrative Agent has made such corresponding amount is assumption, to the extent such Lender shall not in fact have so made its Pro Rata Share of the Loan available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not agrees to 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 , forthwith on demand, such Lender’s Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Administrative Agent shall also be entitled to recover from such Lender or in connection therewith together with interest thereon at the Borrowers, as the case may be, interest on such corresponding amount in respect of then prevailing interbank rate for each day from the date such corresponding amount was is made available to the Borrower until the date such amount is paid or repaid to the Administrative Agent; provided, however, that notwithstanding such obligation, if such Lender fails so to pay, the Borrower shall, without prejudice to any rights that the Borrower might have against such Lender, repay such amount to the Administrative Agent forthwith after demand therefor by the Administrative Agent. The amount payable by each Lender to the Administrative Agent pursuant hereto shall be set forth in a certificate delivered by the Administrative Agent to such Lender and the Borrowers Borrower (which certificate shall contain reasonable details of how the amount payable is calculated) and shall constitute prima facie evidence of such amount payable. If such Lender makes the payment to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal required herein, the amount so paid shall constitute such Lender’s Pro Rata Share of the Loan for purposes of this agreement and shall entitle the Lender to (i) from all rights and remedies against the Borrowers at the applicable rate for Borrower in respect of such Loan pursuant to the Notice of Borrowing and (ii) from such Lender at the Federal Funds RateLoan.

Funding of Loans. Upon receipt of the a Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender shall will make its Commitment Percentage pro rata share of the requested Loans available to the Administrative Agent by 1:00 2:00 p.m. on the date specified in the Notice of Borrowing by deposit, deposit (in Dollars, ) of immediately available funds to at the offices of the Administrative Agent at its principal office in New York CityYork, New York York, or at such other address as the Administrative Agent may designate in writing. The amount of the requested All Loans will then shall be made available to the Borrowers by the Administrative Agent by crediting the account of the Borrowers Lenders pro rata on the books basis of such office of the Administrative Agent, to the extent the amount of such requested Loans are made available to the Administrative Agenteach Lender’s Commitment Percentage. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make 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 any such Loan that such Lender does not intend to make available to the Administrative Agent its portion of the Loans to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on the date 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 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 applicable rate for such Loan pursuant to the Notice of Borrowing and (iib) from such a Lender at the Federal Funds Rate.

Funding of Loans. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender shall make its Commitment Percentage of the requested Loans available to the Administrative Agent by 1:00 p.m. on the date specified in the Notice of Borrowing by deposit, in Dollars, of immediately available funds to the Administrative Agent at its principal office in New York City, New York or at such other address as the Administrative Agent may designate in writing. The amount of the requested 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 requested Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make 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 any Loan that such Lender does not intend to make available to the Administrative Agent its portion Pro Rata Share of the Loans principal amount of each Loan under the Credit Facility prior to 11:00 a.m. (Reno, Nevada time) on the date of the extension of credit. The Administrative Agent shall, upon fulfilment by the Borrower of the terms and conditions set forth in Article 12 and unless otherwise irrevocably authorized and directed in the Drawdown Notice make such funds available to the Borrower on the date of the extension of credit by crediting the Designated Account (or causing such account to be made on credited). Unless the Administrative Agent has been notified by a Lender at least one Banking Day prior to the date of the extension of credit that such dateLender will not make available to the Administrative Agent its Pro Rata Share of such Loan, the Administrative Agent may assume that such Lender has made such amount portion of the Loan available to the Administrative Agent on the date of such Loans, the extension of credit in accordance with the provisions hereof 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 Borrower on such date a corresponding amount. If the Administrative Agent has made such corresponding amount is assumption, to the extent such Lender shall not in fact have so made its Pro Rata Share of the Loan available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not agrees to 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 , forthwith on demand, such Lender’s Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Administrative Agent shall also be entitled to recover from such Lender or in connection therewith together with interest thereon at the Borrowers, as the case may be, interest on such corresponding amount in respect of then prevailing interbank rate for each day from the date such corresponding amount was is made available to the Borrower until the date such amount is paid or repaid to the Administrative Agent; provided, however, that notwithstanding such obligation, if such Lender fails so to pay, the Borrower shall, without prejudice to any rights that the Borrower might have against such Lender, repay such amount to the Administrative Agent forthwith after demand therefor by the Administrative Agent. The amount payable by each Lender to the Administrative Agent pursuant hereto shall be set forth in a certificate delivered by the Administrative Agent to such Lender and the Borrowers Borrower (which certificate shall contain reasonable details of how the amount payable is calculated) and Credit Agreement shall constitute prima facie evidence of such amount payable. If such Lender makes the payment to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal required herein, the amount so paid shall constitute such Lender’s Pro Rata Share of the Loan for purposes of this agreement and shall entitle the Lender to (i) from all rights and remedies against the Borrowers at the applicable rate for Borrower in respect of such Loan pursuant to the Notice of Borrowing and (ii) from such Lender at the Federal Funds RateLoan.

Funding of Loans. Upon receipt of the a Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender shall make its Revolving Loan Commitment Percentage of the requested Revolving Loans available to the Administrative Agent by in Same Day Funds at the Agency Services Address for the applicable currency not later than 1:00 p.m. in the case of any Revolving Loans denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Revolving Loans in an Alternative Currency, in each case on the date Business Day specified in the Notice of Borrowing by deposit, in Dollars, of immediately available funds to the Administrative Agent at its principal office in New York City, New York or at such other address as the Administrative Agent may designate in writingBorrowing. The amount of the requested Revolving 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 requested Revolving Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make Revolving Loans hereunder; provided, however, that the failure of any Lender to fulfill its 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 any such Revolving Loan that such Lender does not intend to make available to the Administrative Agent its portion of the Revolving Loans to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on the date of such Revolving Loans, 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 Revolving 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 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 applicable rate for such Revolving Loan pursuant to the Notice of Borrowing and or (ii) from such Lender Lender, at the Federal Funds Overnight Rate, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing.

Funding of Loans. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender shall make its Commitment Percentage of the requested Loans available to the Administrative Agent by 1:00 p.m. on the date specified in the Notice of Borrowing by deposit, in Dollars, of immediately available funds to the Administrative Agent at its principal office in New York City, New York or at such other address as the Administrative Agent may designate in writing. The amount of the requested 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 requested Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make 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 any Loan that such Lender does not intend to make available to the Administrative Agent its portion Pro Rata Share of the Loans principal amount of each Loan prior to 11:00 a.m. (Toronto time) on the date of the extension of credit. The Administrative Agent shall, upon fulfilment by the Borrower of the terms and conditions set forth in Article 12 and unless otherwise irrevocably authorized and directed in the Drawdown Notice, make such funds available to the Borrower on the date of the extension of credit by crediting the Designated Account (or causing such account to be made on credited). Unless the Administrative Agent has been notified by a Lender at least one Banking Day prior to the date of the extension of credit that such dateLender will not make available to the Administrative Agent its Pro Rata Share of such Loan, the Administrative Agent may assume that such Lender has made such amount portion of the Loan available to the Administrative Agent on the date of such Loans, the extension of credit in accordance with the provisions hereof 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 Borrower on such date a corresponding amount. If the Administrative Agent has made such corresponding amount is assumption, to the extent such Lender shall not in fact have so made its Pro Rata Share of the Loan available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not agrees to 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 , forthwith on demand, such Lender’s Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Administrative Agent shall also be entitled to recover from such Lender or in connection therewith together with interest thereon at the Borrowers, as the case may be, interest on such corresponding amount in respect of then prevailing interbank rate for each day from the date such corresponding amount was is made available to the Borrower until the date such amount is paid or repaid to the Administrative Agent; provided, however, that notwithstanding such obligation, if such Lender fails so to pay, the Borrower shall, without prejudice to any rights that the Borrower might have against such Lender, repay such amount to the Administrative Agent forthwith after demand therefor by the Administrative Agent. The amount payable by each Lender to the Administrative Agent pursuant hereto shall be set forth in a certificate delivered by the Administrative Agent to such Lender and the Borrowers Borrower (which certificate shall contain reasonable details of how the amount payable is calculated) and shall constitute prima facie evidence of such amount payable. If such Lender makes the payment to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal required herein, the amount so paid shall constitute such Lender’s Pro Rata Share of the Loan for purposes of this agreement and shall entitle the Lender to (i) from all rights and remedies against the Borrowers at the applicable rate for Borrower in respect of such Loan pursuant to the Notice of Borrowing and (ii) from such Lender at the Federal Funds RateLoan.

Funding of Loans. Upon receipt of the a Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender shall make its Commitment Percentage of the requested Loans available to the Administrative Agent by 1:00 p.m. on the date specified in the Notice of Borrowing by deposit, in Dollars, of immediately available funds to at the Administrative Agent at its principal office in New York City, New York or at such other address as the Administrative Agent may designate in writingAgency Services Address. The amount of the requested 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 requested Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make 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 any such Loan that such Lender does not intend to make available to the Administrative Agent its portion of the Loans to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on the date 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 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 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 applicable rate for such Loan pursuant to the Notice of Borrowing 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, and, thereafter, the Base Rate plus two percent (2%) per annum.

Funding of Loans. Upon receipt of the a Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each such Lender shall make its Commitment Percentage of the requested Loans available to the Administrative Agent by 1:00 p.m. on the date specified in the Notice of Borrowing by deposit, in Dollars, of immediately available funds to at the Administrative Agent at its principal office in New York City, New York or at such other address as the Administrative Agent may designate in writingAgency Services Address. The amount of the 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 requested Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make 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 1:00 p.m. on the date specified in the Notice of any Loan Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Loans to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on the date 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 '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 (ia) from the Borrowers Borrower at the applicable rate for such Loan pursuant to the Notice of Borrowing and (iib) from such a Lender at the Federal Funds Rate.

Funding of Loans. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as Subject to the terms thereof. Each and conditions hereof, each Lender shall make its Commitment Percentage of the requested Loans available to the Administrative Agent by 1:00 p.m. on the date specified in the Notice of Borrowing by deposit, in Dollars, of immediately available funds to the Administrative Agent at its principal office in New York City, New York or at such other address as the Administrative Agent may designate in writing. The amount of the requested 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 requested Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make 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 any Loan that such Lender does not intend to make available to the Administrative Agent its portion Pro Rata Share of the Loans principal amount of each Loan under the Credit Facility prior to 2:00 p.m. (Toronto time) on the date of the extension of credit. The Administrative Agent shall, upon fulfilment by the Borrower of the terms and conditions set forth in Article 12 and unless otherwise irrevocably authorized and directed in the Drawdown Notice, in respect of the Credit Facility, make such funds available to the Borrower on the date of the extension of credit by crediting the Designated Account (or causing such account to be made on credited). Unless the Administrative Agent has been notified by a Lender at least one Banking Day prior to the date of the extension of credit that such dateLender will not make available to the Administrative Agent its Pro Rata Share of such Loan, the Administrative Agent may assume that such Lender has made such amount portion of the Loan available to the Administrative Agent on the date of such Loans, the extension of credit in accordance with the provisions hereof 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 Borrower on such date a corresponding amount. If the Administrative Agent has made such corresponding amount is assumption, to the extent such Lender shall not in fact have so made its Pro Rata Share of the Loan available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not agrees to 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 , forthwith on demand, such Lender’s Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Administrative Agent shall also be entitled to recover from such Lender or in connection therewith together with interest thereon at the Borrowers, as the case may be, interest on such corresponding amount in respect of then prevailing interbank rate for each day from the date such corresponding amount was is made available to the Borrower until the date such amount is paid or repaid to the Administrative Agent; provided, however, that notwithstanding such obligation, if such Lender fails so to pay, the Borrower shall, without prejudice to any rights that the Borrower might have against such Lender, repay such amount to the Administrative Agent forthwith after demand therefor by the Administrative Agent. The amount payable by each Lender to the Administrative Agent pursuant hereto shall be set forth in a certificate delivered by the Administrative Agent to such Lender and the Borrowers Borrower (which certificate shall contain reasonable details of how the amount payable is calculated) and shall constitute prima facie evidence of such amount payable. If such Lender makes the payment to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal required herein, the amount so paid shall constitute such Lender’s Pro Rata Share of the Loan for purposes of this agreement and shall entitle the Lender to (i) from all rights and remedies against the Borrowers at the applicable rate for Borrower in respect of such Loan pursuant to the Notice of Borrowing and (ii) from such Lender at the Federal Funds RateLoan.

Funding of Loans. Upon receipt As provided in the HSBC TFS Letter, HSBC TFS shall notify the Lender of the Notice aggregate amount of Borrowingthe Purchase Price for the Participation Interests to be purchased by the Borrower under the Participation Agreement on any Business Day at the same time as HSBC TFS notifies the Borrower of such amount, the Administrative Agent shall promptly inform the Lenders as but in any event not later than 9:30 a.m. New York City time on such Business Day. Subject to the terms thereof. Each and conditions of this Agreement, the Lender shall make its Commitment Percentage of the requested Loans available to the Administrative Agent by 1:00 p.m. on the date specified a Loan in the Notice amount so notified in respect of Borrowing each Business Day, by deposit, in Dollars, wire transfer of immediately available funds to the Administrative Agent at its principal office in New York Cityor as instructed by HSBC TFS by 4:30 p.m., New York City time, on such Business Day; provided, that if the Borrower shall notify the Lender and HSBC TFS not later than one hour after the notification by HSBC TFS referred to in the preceding sentence that the Borrower does not wish to borrow all or at some of the amount so notified by HSBC TFS, then the Lender shall make a Loan in such other address as lesser amount, if any, specified in such notice of the Administrative Agent may designate in writingBorrower. The amount of Borrower hereby irrevocably (i) authorizes and instructs the requested 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 requested Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make Loans hereunder; provided, however, that by transfer of Loan proceeds directly to or as instructed by HSBC TFS as provided in 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 any Loan that such Lender does not intend to make available to the Administrative Agent its portion of the Loans to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on the date 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 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 applicable rate for such Loan pursuant to the Notice of Borrowing preceding sentence and (ii) acknowledges and agrees that Loans will not be disbursed in any other manner or for any other purpose than to fund the purchase by the Borrower of Participation Interests in HSBC RALs under the Participation Agreement. Notices under this Section 2.3 shall be made by telephone discussion with a representative of the Person being notified (and not by voicemail or other form of recorded message) and promptly confirmed by fax. Absent manifest error, the Lender shall be entitled to rely without further inquiry on notices and information received from such Lender at HSBC TFS or the Federal Funds RateBorrower as contemplated in this Section 2.3.

Funding of Loans. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender shall make its Commitment Percentage of the requested Loans available to the Administrative Agent by 1:00 p.m. its Commitment Share of the principal amount of each Loan under the Credit Facility prior to 11:30 a.m. (Toronto time) on the date specified in of the Notice of Borrowing by deposit, in Dollars, of immediately available funds to the Administrative Agent at its principal office in New York City, New York or at such other address as the Administrative Agent may designate in writingAccommodation. The amount Agent shall, upon fulfilment by the Borrower or waiver by the Majority Lenders of the requested Loans will then be made terms and conditions set forth in Article 12, make such funds available to the Borrowers by Borrower on the Administrative Agent date of the Accommodation by crediting the account of Designated Account unless otherwise irrevocably authorized and directed in the Borrowers on the books of such office of the Administrative Agent, to the extent the amount of such requested Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make Loans hereunder; provided, however, that the failure of any Lender to fulfill its obligations hereunder shall not relieve any other Lender of its obligations hereunderDrawdown Notice. Unless the Administrative Agent shall have has been notified by any a Lender prior to 11:30 a.m. (Toronto time) on the date of any Loan the Accommodation that such Lender does will not intend to make available to the Administrative Agent its portion Commitment Share of the Loans to be made on such dateLoan, the Administrative Agent may assume that such Lender has made such amount portion of the Loan available to the Administrative Agent on the date of such Loans, the Accommodation in accordance with the provisions hereof 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 Borrower on such date a corresponding amount. If the Agent has made such assumption, to the extent such Lender shall not have so made its Commitment Share of the Loan available to the Agent, such corresponding amount is not in fact made available to by 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 Borrowersconstitute a Loan hereunder, 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 BorrowersLender, as the case may beby way of reimbursement, interest on such corresponding amount together with all reasonable costs incurred by the Agent in respect of connection therewith and interest thereon (calculated at the then prevailing interbank rate for each day from the date such corresponding amount is made available to the Borrower until such amount is reimbursed to the Agent), for each day from the date such amount was made available to the Borrower until such amounts are reimbursed; provided that if the Lender fails to pay then the Borrower shall reimburse such amounts to the Agent. The amount payable by such Lender to the Agent pursuant hereto shall be set forth in a certificate delivered by the Administrative Agent to such Lender and the Borrowers Borrower (which certificate shall contain reasonable details of how the amount payable is calculated) and shall constitute prima facie evidence of such amount payable. If such Lender makes the payment to the date Agent required herein, the amount so paid shall constitute such corresponding amount is recovered by Lender's Commitment Share of the Administrative Agent at a per annum rate equal Loan for purposes of this agreement and shall entitle the Lender to (i) from all rights and remedies against the Borrowers at the applicable rate for Borrower in respect of such Loan pursuant Loan. The failure of any Lender to make available to the Notice Agent its Commitment Share of Borrowing and (ii) from such a Loan shall not relieve any other Lender at of its obligation hereunder to make available to the Federal Funds RateAgent its Commitment Share of the Loan on the date of the Accommodation.

Funding of Loans. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender shall make its Commitment Percentage of the requested Loans available to the Administrative Agent by 1:00 p.m. on the date specified in the Notice of Borrowing by deposit, in Dollars, of immediately available funds to the Administrative Agent at its principal office in New York City, New York or at such other address as the Administrative Agent may designate in writing. The amount of the requested 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 requested Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make 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 any Loan that such Lender does not intend to make available to the Administrative Agent its portion Pro Rata Share of the Loans principal amount of each Loan under the Credit Facility prior to 11:00 a.m. (Toronto time) on the date of the extension of credit. The Administrative Agent shall, upon fulfilment by the relevant Borrower of the terms and conditions set forth in Article 12, make such funds available to such Borrower on the date of the extension of credit by crediting the relevant Designated Account (or causing such account to be made on credited) unless otherwise irrevocably authorized and directed in the Drawdown Notice. Unless the Administrative Agent has been notified by a Lender at least one Banking Day prior to the date of the extension of credit that such dateLender will not make available to the Administrative Agent its Pro Rata Share of such Loan, the Administrative Agent may assume that such Lender has made such amount portion of the Loan available to the Administrative Agent on the date of such Loans, the extension of credit in accordance with the provisions hereof 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 relevant Borrower on such date a corresponding amount. If the Administrative Agent has made such corresponding amount is assumption, to the extent such Lender shall not in fact have so made its Pro Rata Share of the Loan available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not agrees to 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 , forthwith on demand, such Lender's Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Administrative Agent shall also be entitled to recover from such Lender or in connection therewith together with interest thereon at the Borrowers, as the case may be, interest on such corresponding amount in respect of then prevailing interbank rate for each day from the date such corresponding amount was is made available to the relevant Borrower until the date such amount is paid or repaid to the Administrative Agent; provided, however, that notwithstanding such obligation, if such Lender fails so to pay, the relevant Borrower shall, without prejudice to any rights that such Borrower might have against such Lender, repay such amount to the Administrative Agent forthwith after demand therefor by the Administrative Agent. The amount payable by each Lender to the Administrative Agent pursuant hereto shall be set forth in a certificate delivered by the Administrative Agent to such Lender and the Borrowers relevant Borrower (which certificate shall contain reasonable details of how the amount payable is calculated) and shall constitute prima facie evidence of such amount payable. If such Lender makes the payment to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal required herein, the amount so paid shall constitute such Lender's Pro Rata Share of the Loan for purposes of this agreement and shall entitle the Lender to (i) from all rights and remedies against the Borrowers at the applicable rate for relevant Borrower in respect of such Loan pursuant to the Notice of Borrowing and (ii) from such Lender at the Federal Funds RateLoan.

Funding of Loans. Upon receipt Not later than 11:00 A.M. on the Business Day before the Closing Date (the “Prefunding Date ”), each Committed Lender shall make available or instruct (followed by diligent attention to such instruction until such time as the Collateral Agent shall have received such Loan into the Prefunding Account) its correspondent bank, if any, to make available its share of such Borrowing, in Federal or other immediately available funds, to the Collateral Agent into the Prefunding Account. Unless the Agent determines that any applicable condition specified in Article IV has not been satisfied or waived, the Agent shall, by 2:30 P.M. on the Closing Date, instruct the Collateral Agent to make the amount of such Borrowing available to the Borrower at the general deposit account in the United States designated by the Borrower in immediately available funds in a wire transfer. In the event that the conditions as set forth in Section 4.02 for such Loan are not satisfied or waived on the Closing Date, the Agent shall instruct the Collateral Agent to return to the Committed Lenders their respective Loans advanced pursuant to this Section 2.03 . Such amounts contemplated in the first sentence of this Section 2.03(b) shall be held in the Prefunding Account. A Notice of Borrowing, once delivered to the Agent, shall be irrevocable and binding on the Borrower. Following such Notice of Borrowing, the Borrower shall indemnify each Committed Lender against any loss, cost or expense incurred by such Committed Lender as a result of any failure to fulfill, on or before the proposed Closing Date specified in the Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender shall make its Commitment Percentage conditions set forth in Section 4.02 , including any loss, cost or expense incurred by reason of the requested Loans available to the Administrative Agent by 1:00 p.m. on the date specified in the Notice liquidation or re-employment of Borrowing by deposit, in Dollars, of immediately available deposits or such funds to the Administrative Agent at its principal office in New York City, New York or at such other address as the Administrative Agent may designate in writing. The amount of the requested Loans will then be made available to the Borrowers acquired by the Administrative Agent by crediting the account of the Borrowers on the books of such office of the Administrative Agent, Committed Lenders to the extent the amount of such requested Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make 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 any Loan that such Lender does not intend to make available to the Administrative Agent its portion of fund the Loans to be made on pursuant to this Section 2.03(b) . Any such dateloss, the Administrative Agent may assume that such cost or expense shall be paid in accordance with Section 2.07(c) after any Committed Lender has made such amount available shall have furnished to the Administrative Agent on the date of such Loans, Borrower 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, with reasonable supporting calculations, a notice specifying 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 applicable rate for such Loan pursuant to the Notice of Borrowing and (ii) from such Lender at the Federal Funds Rateamounts thereof.

Funding of Loans. Upon receipt Not later than (a) 1:00 P.M. (New York City time) on the date of each Base Rate Borrowing and (b) 12:00 Noon (New York City time) on the Notice date of each Term SOFR Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each each Lender shall make available its Commitment Percentage ratable share of the requested Loans available to the Administrative Agent by 1:00 p.m. on the date specified in the Notice of Borrowing by depositsuch Borrowing, in Dollars, of Federal or other funds immediately available funds in New York City, to the Administrative Agent at its principal office address referred to in New York City, New York or at such other address as Section 9.01. Unless the Administrative Agent may designate determines that any applicable condition specified in writing. The amount Article IV has not been satisfied, the Administrative Agent shall apply any funds so received in respect of the requested Loans will then be made a Borrowing available to the Borrowers by Borrower at the Administrative Agent’s address not later than (a) 3:00 P.M. (New York City time) on the date of each Base Rate Borrowing and (b) 2:00 P.M. (New York City time) on the date of each Term SOFR Borrowing. (c) Funding By the Administrative Agent by crediting in Anticipation of Amounts Due from the account of the Borrowers on the books of such office of the Administrative Agent, to the extent the amount of such requested Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make Loans hereunder; provided, however, that the failure of any Lender to fulfill its obligations hereunder shall not relieve any other Lender of its obligations hereunderLenders. Unless the Administrative Agent shall have been notified by any received notice from a Lender prior to the date of any Loan Borrowing (except in the case of a Base Rate Borrowing, in which case prior to the time of such Borrowing) that such Lender does will not intend to make available to the Administrative Agent its portion such Lender’s share of the Loans to be made on such dateBorrowing, the Administrative Agent may assume that such Lender has made such amount share available to the Administrative Agent on the date of such LoansBorrowing 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 Borrower on such date a corresponding amount. If and to the extent that such corresponding amount is Lender shall not in fact have so made such share available to the Administrative Agent, such Lender and the Borrower 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 thereforamount, 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, together with interest on such corresponding amount in respect of thereon for each day from the date such corresponding amount was is made available by the Administrative Agent to the Borrowers to Borrower until the date such corresponding amount is recovered by repaid to the Administrative Agent at a per annum rate equal to (i) from a rate per annum equal to the Borrowers at higher of the Federal Funds Rate and the interest rate applicable rate for such Loan thereto pursuant to Section 2.06, in the Notice case of Borrowing the Borrower, and (ii) from such Lender at the Federal Funds Rate., in the case of such Lender. Any payment by the Borrower hereunder shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make its share of a Borrowing available to the Administrative Agent. If such Lender shall repay to the Administrative Agent such

Funding of Loans. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender shall make its Commitment Percentage of the requested Loans available to the Administrative Agent by 1:00 p.m. on the date specified in the Notice of Borrowing by deposit, in Dollars, of immediately available funds to the Administrative Agent at its principal office in New York City, New York or at such other address as the Administrative Agent may designate in writing. The amount of the requested 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 requested Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make 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 any Loan that such Lender does not intend to make available to the Administrative Agent its portion Pro Rata Share of the Loans principal amount of each Loan under the Credit Facility prior to 11:00 a.m. (Toronto time) on the date of the extension of credit. The Administrative Agent shall, upon fulfilment by the Borrower of the terms and conditions set forth in Article 12 and unless otherwise irrevocably authorized and directed in the Drawdown Notice, make such funds available to the Borrower on the date of the extension of credit by crediting the Designated Account (or causing such account to be made on credited). Unless the Administrative Agent has been notified by a Lender at least one Banking Day prior to the date of the extension of credit that such dateLender will not make available to the Administrative Agent its Pro Rata Share of such Loan, the Administrative Agent may assume that such Lender has made such amount portion of the Loan available to the Administrative Agent on the date of such Loans, the extension of credit in accordance with the provisions hereof 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 Borrower on such date a corresponding amount. If the Administrative Agent has made such corresponding amount is assumption, to the extent such Lender shall not in fact have so made its Pro Rata Share of the Loan available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not agrees to 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 , forthwith on demand, such Lender's Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Administrative Agent shall also be entitled to recover from such Lender or in connection therewith together with interest thereon at the Borrowers, as the case may be, interest on such corresponding amount in respect of then prevailing interbank rate for each day from the date such corresponding amount was is made available to the Borrower until the date such amount is paid or repaid to the Administrative Agent; provided, however, that notwithstanding such obligation, if such Lender fails so to pay, the Borrower shall, without prejudice to any rights that the Borrower might have against such Lender, repay such amount to the Administrative Agent forthwith after demand therefor by the Administrative Agent. The amount payable by each Lender to the Administrative Agent pursuant hereto shall be set forth in a certificate delivered by the Administrative Agent to such Lender and the Borrowers Borrower (which certificate shall contain reasonable details of how the amount payable is calculated) and shall constitute prima facie evidence of such amount payable. If such Lender makes the payment to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal required herein, the amount so paid shall constitute such Lender's Pro Rata Share of the Loan for purposes of this agreement and shall entitle the Lender to (i) from all rights and remedies against the Borrowers at the applicable rate for Borrower in respect of such Loan pursuant to the Notice of Borrowing and (ii) from such Lender at the Federal Funds RateLoan.

Funding of Loans. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender shall make its Commitment Percentage of the requested Loans available to the Administrative Agent by 1:00 p.m. on the date specified in the Notice of Borrowing by deposit, in Dollars, of immediately available funds to the Administrative Agent at its principal office in New York City, New York or at such other address as the Administrative Agent may designate in writing. The amount of the requested 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 requested Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make 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 any Loan that such Lender does not intend to make available to the Administrative Agent its portion Pro Rata Share of the Loans principal amount of each Loan under the Credit Facility prior to 11:00 a.m. (Toronto time) on the date of the extension of credit. The Administrative Agent shall, upon fulfilment by the BorrowerBorrowers of the terms and conditions set forth in Article 12 and unless otherwise irrevocably authorized and directed in the Drawdown Notice, make such funds available to the applicable Borrower as designated in such Drawdown Notice on the date of the extension of credit by crediting the applicable Designated Account (or causing such account to be made on credited). Unless the Administrative Agent has been notified by a Lender at least one Banking Day prior to the date of the extension of credit that such dateLender will not make available to the Administrative Agent its Pro Rata Share of such Loan, the Administrative Agent may assume that such Lender has made such amount portion of the Loan available to the Administrative Agent on the date of such Loans, the extension of credit in accordance with the provisions hereof 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 applicable Borrower on such date a corresponding amount. If the Administrative Agent has made such corresponding amount is assumption, to the extent such Lender shall not in fact have so made its Pro Rata Share of the Loan available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not agrees to 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 , forthwith on demand, such Lender’s Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Administrative Agent shall also be entitled to recover from such Lender or in connection therewith together with interest thereon at the Borrowers, as the case may be, interest on such corresponding amount in respect of then prevailing interbank rate for each day from the date such corresponding amount was is made available to the applicable Borrower until the date such amount is paid or repaid to the Administrative Agent; provided, however, that notwithstanding such obligation, if such Lender fails so to pay, the BorrowerBorrowers shall, without prejudice to any rights that the BorrowerBorrowers might have against such Lender, repay such amount to the Administrative Agent forthwith promptly after demand therefor by the Administrative Agent. The amount payable by each Lender to the Administrative Agent pursuant hereto shall be set forth in a certificate delivered by the Administrative Agent to such Lender and the Borrowers Borrower Representative (which certificate shall contain reasonable details of how the amount payable is calculated) and shall constitute prima facie evidence of such amount payable. If such Lender makes the payment to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal required herein, the amount so paid shall constitute such Lender’s Pro Rata Share of the Loan for purposes of this Agreement and shall entitle the Lender to (i) from all rights and remedies against the Borrowers at the applicable rate for BorrowerBorrowers in respect of such Loan pursuant to the Notice of Borrowing and (ii) from such Lender at the Federal Funds RateLoan.

Funding of Loans. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender shall make its Commitment Percentage of the requested Loans available to the Administrative Agent by 1:00 p.m. on the date specified in the Notice of Borrowing by deposit, in Dollars, of immediately available funds to the Administrative Agent at its principal office in New York City, New York or at such other address as the Administrative Agent may designate in writing. The amount of the requested 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 requested Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make 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 any Loan that such Lender does not intend to make available to the Administrative Agent its portion Pro Rata Share of the Loans principal amount of each Loan under a particular Credit Facility prior to 11:00 a.m. (Toronto time) on the date of the extension of credit. The Administrative Agent shall, upon fulfilment by relevant Borrowers of the terms and conditions set forth in Article 12 and unless otherwise irrevocably authorized and directed in the Drawdown Notice, make such funds available to such Borrower on the date of the extension of credit by crediting the Designated Account (or causing such account to be made on credited). Unless the Administrative Agent has been notified by a Lender at least one Banking Day prior to the date of the extension of credit that such dateLender will not make available to the Administrative Agent its Pro Rata Share of such Loan, the Administrative Agent may assume that such Lender has made such amount portion of the Loan available to the Administrative Agent on the date of such Loans, the extension of credit in accordance with the provisions hereof 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 requesting Borrower on such date a corresponding amount. If the Administrative Agent has made such corresponding amount is assumption, to the extent such Lender shall not in fact have so made its Pro Rata Share of the Loan available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not agrees to 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 , forthwith on demand, such Lender’s Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Administrative Agent shall also be entitled to recover from such Lender or in connection therewith together with interest thereon at the Borrowers, as the case may be, interest on such corresponding amount in respect of then prevailing interbank rate for each day from the date such corresponding amount was is made available to the relevant Borrower until the date such amount is paid or repaid to the Administrative Agent; provided, however, that notwithstanding such obligation, if such Lender fails so to pay, the relevant Borrower shall, without prejudice to any rights that such Borrower might have against such Lender, repay such amount to the Administrative Agent forthwith after demand therefor by the Administrative Agent. The amount payable by each Lender to the Administrative Agent pursuant hereto shall be set forth in a certificate delivered by the Administrative Agent to such Lender and the Borrowers relevant Borrower (which certificate shall contain reasonable details of how the amount payable is calculated) and shall constitute prima facie evidence of such amount payable. If such Lender makes the payment to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal required herein, the amount so paid shall constitute such Lender’s Pro Rata Share of the Loan for purposes of this agreement and shall entitle the Lender to (i) from all rights and remedies against the Borrowers at the applicable rate for relevant Borrower in respect of such Loan pursuant to the Notice of Borrowing and (ii) from such Lender at the Federal Funds Rate.Loan. 286042.00064/106711224.9 Credit Agreement - Equinox

Funding of Loans. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender shall make its Commitment Percentage of the requested Loans available to the Administrative Agent by 1:00 p.m. on the date specified in the Notice of Borrowing by deposit, in Dollars, of immediately available funds to the Administrative Agent at its principal office in New York City, New York or at such other address as the Administrative Agent may designate in writing. The amount of the requested 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 requested Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make 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 any Loan that such Lender does not intend to make available to the Administrative Agent its portion Pro Rata Share of the Loans principal amount of each Loan prior to 11:00 a.m. (Toronto time) on the date of the extension of credit. The Administrative Agent shall, upon fulfilment by the Borrower of the terms and conditions set forth in Article 12 and unless otherwise irrevocably authorized and directed in the Drawdown Notice, make such funds available to the Borrower on the date of the extension of credit by crediting the Designated Account (or causing such account to be made on credited). Unless the Administrative Agent has been notified by a Lender at least one Banking Day prior to the date of the extension of credit that such dateLender will not make available to the Administrative Agent its Pro Rata Share of such Loan, the Administrative Agent may assume that such Lender Lxxxxx has made such amount portion of the Loan available to the Administrative Agent on the date of such Loans, the extension of credit in accordance with the provisions hereof 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 Borrower on such date a corresponding amount. If the Administrative Agent has made such corresponding amount is assumption, to the extent such Lender shall not in fact have so made its Pro Rata Share of the Loan available to the Administrative Agent, the Administrative Agent shall be able such Lxxxxx agrees 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 , forthwith on demand, such Lxxxxx’s Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Administrative Agent shall also be entitled to recover from such Lender or in connection therewith together with interest thereon at the Borrowers, as the case may be, interest on such corresponding amount in respect of then prevailing interbank rate for each day from the date such corresponding amount was is made available to the Borrower until the date such amount is paid or repaid to the Administrative Agent; provided, however, that notwithstanding such Credit Agreement obligation, if such Lender fails so to pay, the Borrower shall, without prejudice to any rights that the Borrower might have against such Lender, repay such amount to the Administrative Agent forthwith after demand therefor by the Administrative Agent. The amount payable by each Lender to the Administrative Agent pursuant hereto shall be set forth in a certificate delivered by the Administrative Agent to such Lender and the Borrowers Borrower (which certificate shall contain reasonable details of how the amount payable is calculated) and shall constitute prima facie evidence of such amount payable. If such Lender makes the payment to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal required herein, the amount so paid shall constitute such Lender’s Pro Rata Share of the Loan for purposes of this agreement and shall entitle the Lender to (i) from all rights and remedies against the Borrowers at the applicable rate for Borrower in respect of such Loan pursuant to the Notice of Borrowing and (ii) from such Lender at the Federal Funds RateLoan.

Funding of Loans. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender shall make its Commitment Percentage of the requested Loans available to the Administrative Agent by 1:00 p.m. on the date specified in the Notice of Borrowing by deposit, in Dollars, of immediately available funds to the Administrative Agent at its principal office in New York City, New York or at such other address as the Administrative Agent may designate in writing. The amount of the requested 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 requested Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make 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 any Loan that such Lender does not intend to make available to the Administrative Agent its portion Pro Rata Share of the Loans principal amount of each Loan prior to 11:00 a.m. (Toronto time) on the date of the extension of credit. The Administrative Agent shall, upon fulfilment by the Borrower of the terms and conditions set forth in Article 12 and unless otherwise irrevocably authorized and directed in the Drawdown Notice, make such funds available to the Borrower on the date of the extension of credit by crediting the relevant Designated Account (or causing such account to be made on credited). Unless the Administrative Agent has been notified by a Lender at least one Banking Day prior to the date of the extension of credit that such dateLender will not make available to the Administrative Agent its Pro Rata Share of such Loan, the Administrative Agent may assume that such Lender Lxxxxx has made such amount portion of the Loan available to the Administrative Agent on the date of such Loans, the extension of credit in accordance with the provisions hereof 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 Borrower on such date a corresponding amount. If the Administrative Agent has made such corresponding amount is assumption, to the extent such Lender shall not in fact have so made its Pro Rata Share of the Loan available to the Administrative Agent, the Administrative Agent shall be able such Lxxxxx agrees 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 , forthwith on demand, such Lxxxxx’s Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Administrative Agent shall also be entitled to recover from such Lender or in connection therewith together with interest thereon at the Borrowers, as the case may be, interest on such corresponding amount in respect of then prevailing interbank rate for each day from the date such corresponding amount was is made available to the Borrower until the date such amount is paid or repaid to the Administrative Agent; provided, however, that notwithstanding such obligation, if such Lender fails so to pay, the Borrower shall, without prejudice to any rights that the Borrower might have against such Lxxxxx, repay such amount to the Administrative Agent forthwith after demand therefor by the Administrative Agent. The amount payable by each Lender to the Administrative Agent pursuant hereto shall be set forth in a certificate delivered by the Administrative Agent to such Lender and the Borrowers Borrower (which certificate shall contain reasonable details of how the amount payable is calculated) and shall constitute prima facie evidence of such amount payable. If such Lender makes the payment to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal required herein, the amount so paid shall constitute such Lender’s Pro Rata Share of the Loan for purposes of this agreement and shall entitle the Lender to (i) from all rights and remedies against the Borrowers at the applicable rate for Borrower in respect of such Loan pursuant to the Notice of Borrowing and (ii) from such Lender at the Federal Funds RateLoan.

Funding of Loans. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender which has made an Individual Commitment under a particular Credit Facility shall make its Commitment Percentage of the requested Loans available to the Administrative Agent by 1:00 p.m. its Pro Rata Share of the principal amount of each Loan under such Credit Facility, in the appropriate currency, prior to 11:00 a.m. (Toronto time) on the date specified in of the Notice extension of Borrowing by deposit, in Dollars, of immediately available funds to the Administrative Agent at its principal office in New York City, New York or at such other address as the Administrative Agent may designate in writingcredit. The amount Agent shall, upon fulfilment by the Borrowers of the requested Loans will then be made terms and conditions set forth in Article 12, make such funds available to the Borrowers by applicable Borrower on the Administrative Agent date of the extension of credit by crediting the Designated Account (or causing such account of to be credited) unless otherwise irrevocably authorized and directed in the Borrowers on the books of such office of the Administrative Agent, to the extent the amount of such requested Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make Loans hereunder; provided, however, that the failure of any Lender to fulfill its obligations hereunder shall not relieve any other Lender of its obligations hereunderDrawdown Notice. Unless the Administrative Agent shall have has been notified by any a Lender at least two Banking Days prior to the date of any Loan the extension of credit that such Lender does will not intend to make available to the Administrative Agent its portion Pro Rata Share of the Loans to be made on such dateLoan, the Administrative Agent may assume that such Lender has made such amount portion of the Loan available to the Administrative Agent on the date of such Loans, the extension of credit in accordance with the provisions hereof 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 applicable Borrower on such date a corresponding amount. If the Agent has made such corresponding amount is assumption, to the extent such Lender shall not in fact have so made its Pro Rata Share of the Loan available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent shall be able to recover such corresponding amount from Agent, forthwith on demand, such Lender. If ’s Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Agent in connection therewith together with interest thereon at the rate payable hereunder by 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 Borrower in respect of such Loan for each day from the date such corresponding amount was is made available by the Administrative Agent to the Borrowers to such Borrower until the date such corresponding amount is recovered paid or repaid to the Agent; provided, however, that notwithstanding such obligation, if such Lender fails so to pay, such Borrower shall, without prejudice to any rights that such Borrower might have against such Lender, repay such amount to the Agent forthwith after demand therefor by the Administrative Agent. The amount payable to the Agent at pursuant hereto shall be set forth in a per annum rate equal certificate delivered by the Agent to (i) from such Lender and the Borrowers at (which certificate shall contain reasonable details of how the applicable rate for amount payable is calculated) and shall constitute prima facie evidence of such Loan pursuant amount payable. If such Lender makes the payment to the Notice Agent required herein, the amount so paid shall constitute such Lender’s Pro Rata Share of Borrowing the Loan for purposes of this agreement and (ii) from shall entitle the Lender to all rights and remedies against the Borrowers in respect of such Loan. The failure of any Lender at to make available to the Federal Funds RateAgent its Pro Rata Share of a Loan shall not relieve any other Lender of its obligation hereunder to make available to the Agent its Pro Rata Share of the Loan on the date of the credit.

Funding of Loans. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. ​ Each Lender shall make its Commitment Percentage of the requested Loans available to the Administrative Agent by 1:00 p.m. on the date specified in the Notice of Borrowing by deposit, in Dollars, of immediately available funds to the Administrative Agent at its principal office in New York City, New York or at such other address as the Administrative Agent may designate in writing. The amount of the requested 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 requested Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make 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 any Loan that such Lender does not intend to make available to the Administrative Agent its portion Pro Rata Share of the Loans principal amount of each Loan under the Credit Facility prior to 11:00 a.m. (Toronto time) on the date of the extension of credit. The Administrative Agent shall, upon fulfilment by Borrowers of the terms and conditions set forth in Article 12 and unless otherwise irrevocably authorized and directed in the Drawdown Notice, make such funds available to the applicable Borrower as designated in such Drawdown Notice on the date of the extension of credit by crediting the applicable Designated Account (or causing such account to be made on credited). Unless the Administrative Agent has been notified by a Lender at least one Banking Day prior to the date of the extension of credit that such dateLender will not make available to the Administrative Agent its Pro Rata Share of such Loan, the Administrative Agent may assume that such Lender Xxxxxx has made such amount portion of the Loan available to the Administrative Agent on the date of such Loans, the extension of credit in accordance with the provisions hereof 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 applicable Borrower on such date a corresponding amount. If the Administrative Agent has made such corresponding amount is assumption, to the extent such Lender shall not in fact have so made its Pro Rata Share of the Loan available to the Administrative Agent, the Administrative Agent shall be able such Xxxxxx agrees 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 , forthwith on demand, such Xxxxxx’s Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Administrative Agent shall also be entitled to recover from such Lender or in connection therewith together with interest thereon at the Borrowers, as the case may be, interest on such corresponding amount in respect of then prevailing interbank rate for each day from the date such corresponding amount was is made available to the applicable Borrower until the date such amount is paid or repaid to the Administrative Agent; provided, however, that notwithstanding such obligation, if such Lender fails so to pay, Borrowers shall, without prejudice to any rights that Borrowers might have against such Xxxxxx, repay such amount to the Administrative Agent forthwith promptly after demand therefor by the Administrative Agent. The amount payable by each Lender to the Administrative Agent pursuant hereto shall be set forth in a certificate delivered by the Administrative Agent to such Lender and the Borrowers Borrower Representative (which certificate shall contain reasonable details of how the amount payable is calculated) and shall constitute prima facie evidence of such amount payable. If such Lender makes the payment to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal required herein, the amount so paid shall constitute such Lender’s Pro Rata Share of the Loan for purposes of this Agreement and shall entitle the Lender to (i) from the all rights and remedies against Borrowers at the applicable rate for in respect of such Loan pursuant to the Notice of Borrowing and (ii) from such Lender at the Federal Funds RateLoan.

Funding of Loans. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender shall make its Interim Loan Commitment Percentage of the requested Loans Interim Loan Committed Amount available to the Administrative Agent by 1:00 p.m. on the date specified in the Notice of Borrowing Closing Date by deposit, in Dollars, of immediately available funds to at the Administrative Agent at its principal office in New York City, New York or at such other address as the Administrative Agent may designate in writingAgency Services Address. The amount of the requested Interim 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 requested Interim Loans are made available to the Administrative Agent. All Interim Loans made on the Closing Date shall be Base Rate Loans 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 Interim Loans may be converted into Eurodollar Loans in accordance with the terms of Section 2.2. The obligations of the Lenders hereunder to make Interim Loans and to make payments pursuant to Section 10.7 are several and not joint. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make Interim 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 any such Interim Loan that such Lender does not intend to make available to the Administrative Agent its portion of the Interim Loans to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on the date of such Interim 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 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 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 applicable rate for such Loan pursuant to the Notice of Borrowing and Base Rate 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, and, thereafter, the Base Rate plus two percent (2%) per annum.

Funding of Loans. Upon receipt (a) Each Lender shall make each Loan (which shall be funded net of the Notice Up-Front Fees (as defined in the Bookrunners Fee Letter) owed to such Lender under the Bookrunners Fee Letter) to be made by it hereunder on the applicable Drawdown Date thereof by wire transfer of Borrowingimmediately available funds by 11:00 a.m., Tokyo time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders; provided that any Lender that is, immediately preceding a Drawdown Date, also a lender under an applicable JPY Tranche A Facility being repaid with the net proceeds of such drawdown, may in its sole discretion notify the Agent in writing in the form attached as Exhibit F four Business Days before the Drawdown Date that it will net fund its Commitments in respect of such drawdown such that the amount of JPY required to be funded by such Lender in respect of such drawdown shall be reduced by the amount then due under the applicable JPY Tranche A Facility and at the time of funding it shall be deemed repaid such amount under the applicable JPY Tranche A Facility. Furthermore, the Administrative Agent shall promptly inform will be entitled to apply amounts funded by any Lender under this Agreement towards the Lenders as to repayment of amounts then due under a JPY Tranche A Facility (and net settle such amounts vis a vis the terms thereofBorrower) regardless of whether the Lender funding such amounts is also a lender being concurrently repaid under such JPY Tranche A Facility. Each Lender shall The Administrative Agent will make its Commitment Percentage of the requested such Loans available to the Administrative Agent Borrower by 1:00 p.m. on promptly crediting the date specified in amounts so received, after reducing the Notice of Borrowing by deposit, in Dollars, of immediately available funds to the Administrative Agent at its principal office in New York City, New York or at such other address as the Administrative Agent may designate in writing. The amount of the requested Loans will then be made available to Administration Fee (as defined in the Borrowers by Agency Fee Letter) which 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 requested Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make 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 any Loan that such Lender does not intend to make available to the Administrative Agent its portion of the Loans to be made on such date, the Administrative Agent may assume that such Lender has made such amount available Borrower owes to the Administrative Agent on the date of such LoansDrawdown Date, and the Administrative Agent in reliance upon such assumptionlike funds, 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 account designated 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 AgentSection 2.03. The Administrative Agent Lenders shall also make such Loan to an account to 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 notified by the Administrative Agent to the Borrowers Lenders prior 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 applicable rate for such Loan pursuant to the Notice of Borrowing and (ii) from such Lender at the Federal Funds RateDrawdown Date.

Funding of Loans. Upon receipt of the a Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender shall will make its Commitment Percentage pro rata share of the requested Loans available to the Administrative Agent by 1:00 p.m. on the date specified in the Notice of Borrowing by deposit, deposit (in Dollars, U.S. dollars) of immediately available funds to at the Administrative offices of the Agent at its principal office in New York CityCharlotte, New York North Carolina, or at such other address as the Administrative Agent may designate in writing. The amount of the requested All Loans will then shall be made available to the Borrowers by the Administrative Agent by crediting the account of the Borrowers Lenders pro rata on the books basis of such office of the Administrative Agent, to the extent the amount of such requested Loans are made available to the Administrative Agenteach Lender's Commitment Percentage. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make 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 any such Loan that such Lender does not intend to make available to the Administrative Agent its portion of the Loans to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on the date 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 '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 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 applicable rate for such Loan pursuant to the Notice of Borrowing and (ii) from such Lender at the Federal Funds Rate.Lender

Funding of Loans. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender which has made an Individual Commitment under a particular Credit Facility shall make its Commitment Percentage of the requested Loans available to the Administrative Agent by 1:00 p.m. its Pro Rata Share of the principal amount of each Loan under such Credit Facility, in the appropriate currency, prior to 11:00 a.m. (Toronto time) on the date specified in of the Notice extension of Borrowing by deposit, in Dollars, of immediately available funds to the Administrative Agent at its principal office in New York City, New York or at such other address as the Administrative Agent may designate in writingcredit. The amount Agent shall, upon fulfilment by the Borrowers of the requested Loans will then be made terms and conditions set forth in Article 12, make such funds available to the Borrowers by applicable Borrower on the Administrative Agent date of the extension of credit by crediting the Designated Account (or causing such account of to be credited) unless otherwise irrevocably authorized and directed in the Borrowers on the books of such office of the Administrative Agent, to the extent the amount of such requested Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make Loans hereunder; provided, however, that the failure of any Lender to fulfill its obligations hereunder shall not relieve any other Lender of its obligations hereunderDrawdown Notice. Unless the Administrative Agent shall have has been notified by any a Lender at least two Banking Days prior to the date of any Loan the extension of credit that such Lender does will not intend to make available to the Administrative Agent its portion Pro Rata Share of the Loans to be made on such dateLoan, the Administrative Agent may assume that such Lender has made such amount portion of the Loan available to the Administrative Agent on the date of such Loans, the extension of credit in accordance with the provisions hereof 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 applicable Borrower on such date a corresponding amount. If the Agent has made such corresponding amount is assumption, to the extent such Lender shall not in fact have so made its Pro Rata Share of the Loan available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent shall be able to recover such corresponding amount from Agent, forthwith on demand, such Lender. If 's Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Agent in connection therewith together with interest thereon at the rate payable hereunder by 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 Borrower in respect of such Loan for each day from the date such corresponding amount was is made available by the Administrative Agent to the Borrowers to such Borrower until the date such corresponding amount is recovered paid or repaid to the Agent; provided, however, that notwithstanding such obligation, if such Lender fails so to pay, such Borrower shall, without prejudice to any rights that such Borrower might have against such Lender, repay such amount to the Agent forthwith after demand therefor by the Administrative Agent. The amount payable to the Agent at pursuant hereto shall be set forth in a per annum rate equal certificate delivered by the Agent to (i) from such Lender and the Borrowers at (which certificate shall contain reasonable details of how the applicable rate for amount payable is calculated) and shall constitute prima facie evidence of such Loan pursuant amount payable. If such Lender makes the payment to the Notice Agent required herein, the amount so paid shall constitute such Lender's Pro Rata Share of Borrowing the Loan for purposes of this agreement and (ii) from shall entitle the Lender to all rights and remedies against the Borrowers in respect of such Loan. The failure of any Lender at to make available to the Federal Funds RateAgent its Pro Rata Share of a Loan shall not relieve any other Lender of its obligation hereunder to make available to the Agent its Pro Rata Share of the Loan on the date of the credit.

Funding of Loans. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender shall make its Commitment Percentage of the requested Loans available to the Administrative Agent by 1:00 p.m. on the date specified in the Notice of Borrowing by deposit, in Dollars, of immediately available funds to the Administrative Agent at its principal office in New York City, New York or at such other address as the Administrative Agent may designate in writing. The amount of the requested 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 requested Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make 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 any Loan that such Lender does not intend to make available to the Administrative Agent its portion Pro Rata Share of the Loans principal amount of each Loan under the Credit Facility prior to 11:00 a.m. (Toronto time) on the date of the extension of credit. The Administrative Agent shall, upon fulfilment by the Borrower of the terms and conditions set forth in Article 12 and unless otherwise irrevocably authorized and directed in the Drawdown Notice, make such funds available to the Borrower on the date of the extension of credit by crediting the Designated Account (or causing such account to be made on credited). Unless the Administrative Agent has been notified by a Lender at least one Banking Day prior to the date of the extension of credit that such dateLender will not make available to the Administrative Agent its Pro Rata Share of such Loan, the Administrative Agent may assume that such Lender has made such amount portion of the Loan available to the Administrative Agent on the date of such Loans, the extension of credit in accordance with the provisions hereof 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 Borrower on such date a corresponding amount. If the Administrative Agent has made such corresponding amount is assumption, to the extent such Lender shall not in fact have so made its Pro Rata Share of the Loan available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not agrees to 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 , forthwith on demand, such Lender’s Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Administrative Agent shall also be entitled to recover from such Lender or in connection therewith together with interest thereon at the Borrowers, as the case may be, interest on such corresponding amount in respect of then prevailing interbank rate for each day from the date such corresponding amount was is made available to the Borrower until the date such amount is paid or repaid to the Administrative Agent; provided, however, that notwithstanding such obligation, if such Lender fails so to pay, the Borrower shall, without prejudice to any rights that the Borrower might have against such Lender, repay such amount to the Administrative Agent forthwith promptly after demand therefor by the Administrative Agent. The amount payable by each Lender to the Administrative Agent pursuant hereto shall be set forth in a certificate delivered by the Administrative Agent to such Lender and the Borrowers Borrower (which certificate shall contain reasonable details of how the amount payable is calculated) and shall constitute prima facie evidence of such amount payable. If such Lender makes the payment to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal required herein, the amount so paid shall constitute such Lender’s Pro Rata Share of the Loan for purposes of this Agreement and shall entitle the Lender to (i) from all rights and remedies against the Borrowers at the applicable rate for Borrower in respect of such Loan pursuant to the Notice of Borrowing and (ii) from such Lender at the Federal Funds RateLoan.

Funding of Loans. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender shall make its Commitment Percentage of the requested Loans available to the Administrative Agent by 1:00 p.m. on the date specified in the Notice of Borrowing by deposit, in Dollars, of immediately available funds to the Administrative Agent at its principal office in New York City, New York or at such other address as the Administrative Agent may designate in writing. The amount of the requested 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 requested Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make 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 any Loan that such Lender does not intend to make available to the Administrative Agent its portion Pro Rata Share of the Loans principal amount of each Loan under a particular Credit Facility prior to 11:00 a.m. (Toronto time) on the date of the extension of credit. The Administrative Agent shall, upon fulfilment by the Borrower of the terms and conditions set forth in Article 12 and unless otherwise irrevocably authorized and directed in the Drawdown Notice, make such funds available to the Borrower on the date of the extension of credit by crediting the Designated Account (or causing such account to be made on credited). Unless the Administrative Agent has been notified by a Lender at least one Banking Day prior to the date of the extension of credit that such dateLender will not make available to the Administrative Agent its Pro Rata Share of such Loan, the Administrative Agent may assume that such Lender has made such amount portion of the Loan available to the Administrative Agent on the date of such Loans, the extension of credit in accordance with the provisions hereof 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 Borrower on such date a corresponding amount. If the Administrative Agent has made such corresponding amount is assumption, to the extent such Lender shall not in fact have so made its Pro Rata Share of the Loan available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not agrees to 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 , forthwith on demand, such Lender’s Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Administrative Agent shall also be entitled to recover from such Lender or in connection therewith together with interest thereon at the Borrowers, as the case may be, interest on such corresponding amount in respect of then prevailing interbank rate for each day from the date such corresponding amount was is made available to the Borrower until the date such amount is paid or repaid to the Administrative Agent; provided, however, that notwithstanding such obligation, if such Lender fails so to pay, the Borrower shall, without prejudice to any rights that the Borrower might have against such Lender, repay such amount to the Administrative Agent forthwith after demand therefor by the Administrative Agent. The amount payable by each Lender to the Administrative Agent pursuant hereto shall be set forth in a certificate delivered by the Administrative Agent to such Lender and the Borrowers Borrower (which certificate shall contain reasonable details of how the amount payable is calculated) and shall constitute prima facie evidence of such amount payable. If such Lender makes the payment to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal required herein, the amount so paid shall constitute such Lender’s Pro Rata Share of the Loan for purposes of this agreement and shall entitle the Lender to (i) from all rights and remedies against the Borrowers at the applicable rate for Borrower in respect of such Loan pursuant to the Notice of Borrowing and (ii) from such Lender at the Federal Funds Rate.Loan. Credit Agreement - Orla

Funding of Loans. Upon receipt of Anything herein to the Notice of Borrowingcontrary notwithstanding, on and after the Third Amendment Effective Date, on each Settlement Date (by no later than 2:00 P.M. (Eastern Time)), Administrative Agent shall promptly inform notify each Lender of the Lenders as to date, amount and type of borrowing of each Loan and, in the terms thereofcase of a LIBOR borrowing, the initial Interest Period with respect thereto. On each settlement date, each Lender shall provide Administrative Agent at the office specified by Administrative Agent with immediately available funds covering such Lender’s Pro Rata Share of such Loan. Each Lender shall make its Commitment Percentage of the requested Loans available agrees to the Administrative reimburse Agent by 1:00 p.m. on the date specified in the Notice of Borrowing by deposit, in Dollars, of immediately available funds to the Administrative Agent at its principal office in New York City, New York or at for such other address as the Administrative Agent may designate in writing. The amount of the requested 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 requested Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make 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 any Loan that such Lender does not intend to make available to the Administrative Agent its portion Lender’s Pro Rata Share of the Loans to be made on such date, the advanced by Administrative Agent may assume that on behalf of such Lender has made such amount available to the Administrative Agent on the date of such Loansnotice, subject to no conditions precedent whatsoever. Each Lender acknowledges and agrees that such Lender’s obligation to reimburse Administrative Agent is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and the Administrative Agent in reliance upon such assumption, may (in that its sole discretion but without any obligation payment 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 made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the Commitment shall have been reduced or terminated. If Administrative Agent shall elect to recover such corresponding amount advance the proceeds of any Loan prior to receiving funds from such Lender. If , Administrative Agent shall have the right, upon prior notice to Borrower, to debit any account of Borrower or otherwise receive such amount from Borrower, promptly after demand, in the event that such Lender does shall fail to reimburse Administrative Agent in accordance with this subsection. If, and to the extent, any Lender shall not have made its portion of the Loan available to Administrative Agent by 3:00 P.M. (Eastern Time) on such Settlement Date and Administrative Agent shall elect to provide such funds, such Lender agrees to pay interest on such corresponding amount forthwith upon the to Administrative Agent, for Administrative Agent’s demand thereforaccount, the Administrative Agent will promptly notify the Borrowersforthwith on demand, 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 made available by the to have been delivered to Administrative Agent to the Borrowers to the date such corresponding amount is recovered by the Administrative Agent paid, at a rate per annum rate equal to (ia) from for the Borrowers at the applicable rate for such Loan pursuant to the Notice of Borrowing and (ii) from such Lender at first three days after demand, the Federal Funds RateRate from time to time in effect, and (b) thereafter, the Base Rate from time to time in effect.

Funding of Loans. Upon receipt (a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 12:00 noon, New York City time, or such earlier time as may be reasonably practicable, to the account of the Notice Administrative Agent most recently designated by it for such purpose by notice to the Lenders. Upon satisfaction or waiver of Borrowingthe conditions precedent specified herein, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender shall will make its Commitment Percentage of the requested such Loans available to the Administrative Agent Borrower by 1:00 p.m. on promptly crediting the date specified amounts so received, in like funds, to an account designated by the Borrower in the Notice of Borrowing by deposit, in Dollars, of immediately available funds to the Administrative Agent at its principal office in New York City, New York or at such other address as the Administrative Agent may designate in writingapplicable Loan Request. The amount of the requested 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 requested Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make 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. (b) Unless the Administrative Agent shall have been notified by any received notice from a Lender prior to the proposed date of any Loan (or, with respect to any ABR Loan made on same-day notice, prior to 11:00 a.m., New York City time, on the date of such Loan) that such Lender does will not intend to make available to the Administrative Agent its portion such Lender’s share of the Loans to be made on such dateLoan, the Administrative Agent may assume that such Lender has made such amount share available to the Administrative Agent on the such date in accordance with paragraph (a) and/or (b) of such Loansthis Section 2.03 and may, 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 In such corresponding amount is event, if a Lender has not in fact made its share of the applicable Loan available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent shall be able to recover forthwith upon written demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrower, the interest rate otherwise applicable to such Loan. If such Lender does not pay pays 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 , then (x) such amount shall constitute such Lender’s Loan included in such Loan and the Borrower shall not be obligated to repay such amount pursuant to the preceding sentence if not previously repaid and (y) if such amount was previously repaid by the Borrower, the Administrative Agent shall also be entitled to recover from such Lender or the Borrowers, as the case may be, interest on such promptly make a 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 applicable rate for such Loan pursuant to the Notice of Borrowing and (ii) from such Lender at the Federal Funds RateBorrower. Section 2.04.

Funding of Loans. Upon receipt As provided in the HSBC TFS Letter, HSBC TFS shall notify the Lender of the Notice aggregate amount of Borrowingthe Purchase Price for the Participation Interests to be purchased by the Borrower under the Participation Agreement on any Business Day at the same time as HSBC TFS notifies the Borrower of such amount, the Administrative Agent shall promptly inform the Lenders as but in any event not later than 9:30 a.m. New York City time on such Business Day. Subject to the terms thereof. Each and conditions of this Agreement, the Lender shall make its Commitment Percentage of the requested Loans available to the Administrative Agent by 1:00 p.m. on the date specified a Loan in the Notice amount so notified in respect of Borrowing each Business Day by deposit, in Dollars, wire transfer of immediately available funds to the Administrative Agent at its principal office in New York Cityor as instructed by HSBC TFS by 4:30 p.m., New York City time, on such Business Day; provided, that if the Borrower shall notify the Lender and HSBC TFS not later than one hour after the notification by HSBC TFS referred to in the preceding sentence that the Borrower does not wish to borrow all or at some of the amount so notified by HSBC TFS, then the Lender shall make a Loan in such other address as lesser amount, if any, specified in such notice of the Administrative Agent may designate in writingBorrower. The amount of Borrower hereby irrevocably (i) authorizes and instructs the requested 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 requested Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make Loans hereunder; provided, however, that by transfer of Loan proceeds directly to or as instructed by HSBC TFS as provided in 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 any Loan that such Lender does not intend to make available to the Administrative Agent its portion of the Loans to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on the date 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 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 applicable rate for such Loan pursuant to the Notice of Borrowing preceding sentence and (ii) acknowledges and agrees that Loans will not be disbursed in any other manner or for any other purpose than to fund the purchase by the Borrower of Participation Interests in HSBC RALs under the Participation Agreement. Notices under this Section 2.3 shall be made by telephone and promptly confirmed by fax. Absent manifest error, the Lender shall be entitled to rely without further inquiry on notices and information received from such Lender at HSBC TFS or the Federal Funds Rate.Borrower as contemplated in this Section 2.3

Funding of Loans. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. (a) Each Lender shall make its Commitment Percentage of the requested Loans available to the Administrative Agent by 1:00 p.m. on the date specified in the Notice of Borrowing by deposit, in Dollars, of immediately available funds to the Administrative Agent at its principal office in New York City, New York or at such other address as the Administrative Agent may designate in writing. The amount of the requested 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 requested Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make 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 any Loan that such Lender does not intend to make available to the Administrative Agent its portion Pro Rata Share of the Loans principal amount of each Loan under the relevant Credit Facility prior to 2:00 p.m. (Toronto time) on the date of the extension of credit. The Administrative Agent shall, upon fulfilment by the relevant Borrower of the terms and conditions set forth in Article 12 and unless otherwise irrevocably authorized and directed in the Drawdown Notice, in respect of either Credit Facility, make such funds available to such Borrower on the date of the extension of credit by crediting the relevant Designated Account (or causing such account to be made on credited). Unless the Administrative Agent has been notified by a Lender at least one Banking Day prior to the date of the extension of credit that such dateLender will not make available to the Administrative Agent its Pro Rata Share of such Loan, the Administrative Agent may assume that such Lender has made such amount portion of the Loan available to the Administrative Agent on the date of such Loans, the extension of credit in accordance with the provisions hereof 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 relevant Borrower on such date a corresponding amount. If the Administrative Agent has made such corresponding amount is assumption, to the extent such Lender shall not in fact have so made its Pro Rata Share of the Loan available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not agrees to 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 , forthwith on demand, such Lender's Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Administrative Agent shall also be entitled to recover from such Lender or in connection therewith together with interest thereon at the Borrowers, as the case may be, interest on such corresponding amount in respect of then prevailing interbank rate for each day from the date such corresponding amount was is made available to the relevant Borrower until the date such amount is paid or repaid to the Administrative Agent; provided, however, that notwithstanding such obligation, if such Lender fails so to pay, the relevant Borrower shall, without prejudice to any rights that such Borrower might have against such Lender, repay such amount to the Administrative Agent forthwith after demand therefor by the Administrative Agent. The amount payable by each Lender to the Administrative Agent pursuant hereto shall be set forth in a certificate delivered by the Administrative Agent to such Lender and the Borrowers relevant Borrower (which certificate shall contain reasonable details of how the amount payable is calculated) and shall constitute prima facie evidence of such amount payable. If such Lender makes the payment to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal required herein, the amount so paid shall constitute such Lender's Pro Rata Share of the Loan for purposes of this agreement and shall entitle the Lender to (i) from all rights and remedies against the Borrowers at the applicable rate for relevant Borrower in respect of such Loan pursuant to the Notice of Borrowing and (ii) from such Lender at the Federal Funds RateLoan.

Funding of Loans. Upon receipt Not later than (a) 1:00 P.M. (New York, New York time) on the Effective Date in respect of any Base Rate Borrowing to be made on the Notice Effective Date and (b) 12:00 Noon (New York, New York time) on the Effective Date in respect of Borrowingany Euro- Dollar Borrowing to be made on the Effective Date, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each each Lender shall make available its Commitment Percentage ratable share of the requested Loans available to the Administrative Agent by 1:00 p.m. on the date specified in the Notice of Borrowing by depositsuch Borrowing, in Dollars, of Federal or other funds immediately available funds in New York, New York to the Administrative Agent at its principal office address referred to in Section 8.01. Unless the Administrative Agent determines that any applicable condition specified in Article III has not been satisfied, the Administrative Agent shall apply any funds so received in respect of a Borrowing available to the Borrower at the Administrative Agent’s address not later than (a) 3:00 P.M. (New York CityYork, New York or at such other address as time) on the date of each Base Rate Borrowing and (b) 2:00 P.M. (New York, New York time) on the date of each Euro-Dollar Borrowing. (c) Funding By the Administrative Agent may designate in writing. The amount Anticipation of Amounts Due from the requested 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 requested Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make Loans hereunder; provided, however, that the failure of any Lender to fulfill its obligations hereunder shall not relieve any other Lender of its obligations hereunderLenders. Unless the Administrative Agent shall have been notified by any received notice from a Lender prior to the date of any Loan Borrowing (except in the case of a Base Rate Borrowing, in which case prior to the time of such Borrowing) that such Lender does will not intend to make available to the Administrative Agent its portion such Lender’s share of the Loans to be made on such dateBorrowing, the Administrative Agent may assume that such Lender has made such amount share available to the Administrative Agent on the date of such LoansBorrowing 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 Borrower on such date a corresponding amount. If and to the extent that such corresponding amount is Lender shall not in fact have so made such share available to the Administrative Agent, such Lender and the Borrower 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 thereforamount, 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, together with interest on such corresponding amount in respect of thereon for each day from the date such corresponding amount was is made available by the Administrative Agent to the Borrowers to Borrower until the date such corresponding amount is recovered by repaid to the Administrative Agent at a per annum rate equal to (i) from the Borrowers at the applicable a rate for such Loan pursuant per annum equal to the Notice higher of Borrowing and (ii) from such Lender at the Federal Funds Rate.Rate and the interest rate applicable thereto pursuant to Section 2.05, in the case of the 12

Funding of Loans. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. (a) Each Lender shall make its Commitment Percentage portion of the requested Loans available Initial Loan or the Advance to the Administrative Agent be made by 1:00 p.m. it hereunder on the Initial Funding Date or the applicable date specified in of the Notice of Borrowing by deposit, in Dollars, wire transfer of immediately available funds to the Administrative Agent at its principal office in New York Cityby 12:00 p.m., New York City time, or at such other address earlier time as the Administrative Agent may designate in writing. The amount of the requested Loans will then be made available reasonably practicable, to the Borrowers by the Administrative Agent by crediting the account of the Borrowers on the books of Administrative Agent most recently designated by it for such office of the Administrative Agent, purpose by notice to the extent the amount of such requested Loans are made available to the Administrative AgentLenders. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make 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. (b) Unless the Administrative Agent shall have been notified by any received notice from a Lender prior to the proposed date of any Loan that such Lender does will not intend to make available to the Administrative Agent its portion such Xxxxxx’s share of the Loans to be made on such dateLoan, the Administrative Agent may assume that such Lender Xxxxxx has made such amount share available to the Administrative Agent on the such date in accordance with paragraph (a) and/or (b) of such Loansthis Section 2.03 and may, 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 In such corresponding amount is event, if a Lender has not in fact made its share of the applicable Loan available to the Administrative Agent, then the applicable Lender and the Borrower (but in 45 the case of the Borrower, only to the extent such amounts have been actually funded to the Borrower) severally agree to pay to the Administrative Agent shall be able to recover forthwith upon written demand such corresponding amount with interest thereon, for each day from and including the date such amount is funded to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrower, the interest rate otherwise applicable to such Loan. If such Lender does not pay pays 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 , then (x) such amount shall constitute such Lender’s Loan included in such Loan and the Borrower shall not be obligated to repay such amount pursuant to the preceding sentence if not previously repaid and (y) if such amount was previously repaid by the Borrower, the Administrative Agent shall also be entitled to recover from such Lender or the Borrowers, as the case may be, interest on such promptly make a corresponding amount in respect available to the Borrower. For the avoidance of doubt, each day from the date such corresponding amount was made available by Xxxxxx’s payment to the Administrative Agent or to the Borrowers to Borrower (in the date case of the Initial Advance) or into the Disbursement Account (in the case of any other Advance) shall constitute making such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (i) from the Borrowers at the applicable rate for such Loan pursuant to the Notice of Borrowing and (ii) from such Lender at the Federal Funds Ratefunds available. Section 2.04. [Reserved]. Section 2.05. [Reserved]. Section 2.06.

Funding of Loans. Upon receipt of the a Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender shall make its Revolving Loan Commitment Percentage of the requested borrowing of Revolving Loans available to the Administrative Agent by in Same Day Funds at the Agency Services Address for the applicable currency not later than 1:00 p.m. p.m., Local Time, in each case on the date Business Day specified in the Notice of Borrowing by deposit, in Dollars, of immediately available funds to the Administrative Agent at its principal office in New York City, New York or at such other address as the Administrative Agent may designate in writingBorrowing. The amount of the requested Revolving 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 in writing, to the extent the amount of such requested Revolving Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make Revolving Loans hereunder; provided, however, that the failure of any Lender to fulfill its 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 any such Revolving Loan that such Lender does not intend to make available to the Administrative Agent its portion of the Revolving Loans to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on the date of such Revolving Loans, 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 Revolving 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 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 applicable rate for such Revolving Loan pursuant to the Notice of Borrowing and or (ii) from such Lender Lender, at the Federal Funds RateOvernight Rate plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing.

Funding of Loans. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender shall make its Commitment Percentage of the requested Loans available to the Administrative Agent by 1:00 p.m. on the date specified in the Notice of Borrowing by deposit, in Dollars, of immediately available funds to the Administrative Agent at its principal office in New York City, New York or at such other address as the Administrative Agent may designate in writing. The amount of the requested 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 requested Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make 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 any Loan that such Lender does not intend to make available to the Administrative Agent its portion Pro Rata Share of the Loans principal amount of each Loan prior to 11:00 a.m. (Toronto time) on the date of the extension of credit. The Administrative Agent shall, upon fulfilment by relevant Borrowers of the terms and conditions set forth in Article 12 and unless otherwise irrevocably authorized and directed in the Drawdown Notice, make such funds available to such Borrower on the date of the extension of credit by crediting the Designated Account (or causing such account to be made on credited). Unless the Administrative Agent has been notified by a Lender at least one Banking Day prior to the date of the extension of credit that such dateLender will not make available to the Administrative Agent its Pro Rata Share of such Loan, the Administrative Agent may assume that such Lender has made such amount portion of the Loan available to the Administrative Agent on the date of such Loans, the extension of credit in accordance with the provisions hereof 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 requesting Borrower on such date a corresponding amount. If the Administrative Agent has made such corresponding amount is assumption, to the extent such Lender shall not in fact have so made its Pro Rata Share of the Loan available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not agrees to 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 , forthwith on demand, such Lender’s Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Administrative Agent shall also be entitled to recover from such Lender or in connection therewith together with interest thereon at the Borrowers, as the case may be, interest on such corresponding amount in respect of then prevailing interbank rate for each day from the date such corresponding amount was is made available to the relevant Borrower until the date such amount is paid or repaid to the Administrative Agent; provided, however, that notwithstanding such obligation, if such Lender fails so to pay, the relevant Borrower shall, without prejudice to any rights that such Borrower might have against such Lender, repay such amount to the Administrative Agent forthwith after demand therefor by the Administrative Agent. The amount payable by each Lender to the Administrative Agent pursuant hereto shall be set forth in a certificate delivered by the Administrative Agent to such Lender and the Borrowers relevant Borrower (which certificate shall contain reasonable details of how the amount payable is calculated) and shall constitute prima facie evidence of such amount payable. If such Lender makes the payment to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal required herein, the amount so paid shall constitute such Lender’s Pro Rata Share of the Loan for purposes of this agreement and shall entitle the Lender to (i) from all rights and remedies against the Borrowers at the applicable rate for relevant Borrower in respect of such Loan pursuant to the Notice of Borrowing and (ii) from such Lender at the Federal Funds Rate.Loan. 286051.00085/102910339.15

Funding of Loans. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender shall make its Commitment Percentage of the requested Loans available to the Administrative Agent by 1:00 p.m. on the date specified in the Notice of Borrowing by deposit, in Dollars, of immediately available funds to the Administrative Agent at its principal office in New York City, New York or at such other address as the Administrative Agent may designate in writing. The amount of the requested 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 requested Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make 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 any Loan that such Lender does not intend to make available to the Administrative Agent its portion Pro Rata Share of the Loans principal amount of each Loan under the Credit Facility prior to 11:00 a.m. (Toronto time) on the date of the extension of credit. The Administrative Agent shall, upon fulfilment by relevant Borrowers of the terms and conditions set forth in Article 12 and unless otherwise irrevocably authorized and directed in the Drawdown Notice, make such funds available to such Borrower on the date of the extension of credit by crediting the Designated Account (or causing such account to be made on credited). Unless the Administrative Agent has been notified by a Lender at least one Banking Day prior to the date of the extension of credit that such dateLender will not make available to the Administrative Agent its Pro Rata Share of such Loan, the Administrative Agent may assume that such Lender has made such amount portion of the Loan available to the Administrative Agent on the date of such Loans, the extension of credit in accordance with the provisions hereof 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 requesting Borrower on such date a corresponding amount. If the Administrative Agent has made such corresponding amount is assumption, to the extent such Lender shall not in fact have so made its Pro Rata Share of the Loan available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not agrees to 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 , forthwith on demand, such Lender’s Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Administrative Agent shall also be entitled to recover from such Lender or in connection therewith together with interest thereon at the Borrowers, as the case may be, interest on such corresponding amount in respect of then prevailing interbank rate for each day from the date such corresponding amount was is made available to the relevant Borrower until the date such amount is paid or repaid to the Administrative Agent; provided, however, that notwithstanding such obligation, if such Lender fails so to pay, the relevant Borrower shall, without prejudice to any rights that such Borrower might have against such Lender, repay such amount to the Administrative Agent forthwith after demand therefor by the Administrative Agent. The amount payable by each Lender to the Administrative Agent pursuant hereto shall be set forth in a certificate delivered by the Administrative Agent to such Lender and the Borrowers relevant Borrower (which certificate shall contain reasonable details of how the amount payable is calculated) and shall constitute prima facie evidence of such amount payable. If such Lender makes the payment to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal required herein, the amount so paid shall constitute such Lender’s Pro Rata Share of the Loan for purposes of this agreement and shall entitle the Lender to (i) from all rights and remedies against the Borrowers at the applicable rate for relevant Borrower in respect of such Loan pursuant to the Notice of Borrowing and (ii) from such Lender at the Federal Funds RateLoan.

Funding of Loans. Upon receipt of the a Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each such Lender shall make its Commitment Percentage of the requested Loans available to the Administrative Agent by 1:00 p.m. on the date specified in the Notice of Borrowing by deposit, in Dollars, of immediately available funds to at the Administrative Agent at its principal office in New York City, New York or at such other address as the Administrative Agent may designate in writingAgency Services Address. The amount of the 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 requested Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make 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 any such Loan that such Lender does not intend to make available to the Administrative Agent its portion of the Loans to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on the date 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 '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 (ia) from the Borrowers Borrower at the applicable rate for such Loan pursuant to the Notice of Borrowing and (iib) from such a Lender at the Federal Funds Rate.

Funding of Loans. Upon receipt (a) Disbursement of Loans. Not later than 12:00 p.m. with respect --------------------- to Borrowings in Dollars of Eurocurrency Loans, and 2:00 p.m. with respect to Base Rate Revolving Loans, on the Notice date of Borrowingany requested advance of a new Borrowing of Loans, each Lender, subject to all other provisions hereof, shall make available its Loan comprising its portion of such Borrowing in funds immediately available in Atlanta, Georgia for the benefit of the Administrative Agent shall promptly inform the Lenders as and according to the terms thereof. Each Lender shall make its Commitment Percentage of the requested Loans available to the Administrative Agent by 1:00 p.m. on the date specified in the Notice of Borrowing by deposit, in Dollars, of immediately available funds to the Administrative Agent at its principal office in New York City, New York or at such other address as the Administrative Agent may designate in writing. The amount of the requested 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 payment instructions of the Administrative Agent. Not later than 2:00 p.m. (local time at the bank where the applicable Foreign Currency Payment Account is maintained) with respect to a new Borrowing in Euros, to the extent the amount of such requested Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure Pounds, Australian Dollars, Canadian Dollars, Singapore Dollars, or delay by any other Lender in its obligation to make Loans hereunder; providedKroner, 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 on the date of any Loan that such Lender does not intend requested Borrowing, each Lender, subject to all other provisions hereof, shall make available to its portion of such Borrowing in funds immediately available in the applicable Foreign Currency Payment Account for the benefit of the Administrative Agent its portion of the Loans to be made on such date, the Administrative Agent may assume that such Lender has made such amount available and according to the Administrative Agent on the date payment instructions 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 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 make the proceeds of each such Borrowing available in immediately available funds to the Borrower (or as directed in writing by the Borrower) on such date. In the event that any Lender does not make such amounts available to the Administrative Agent by the time prescribed above, but such amount is received later that day, such amount may be entitled credited to recover from such Lender or the Borrowers, as Borrower in the case may be, manner described in the preceding sentence on the next Business Day (with interest on such corresponding amount in respect of each day from the date to begin accruing hereunder on such corresponding amount was made available next Business Day) provided that acceptance by the Administrative Agent Borrower of any such late amount shall not be deemed a waiver by the Borrower of any rights it may have against such Lender. No Lender shall be responsible to the Borrowers Borrower for any failure by another Lender to the date fund its portion of a Borrowing, and no such corresponding amount is recovered failure by the Administrative Agent at a per annum rate equal Lender shall relieve any other Lender from its obligation, if any, to (i) from the Borrowers at the applicable rate for such Loan pursuant to the Notice fund its portion of Borrowing and (ii) from such Lender at the Federal Funds Ratea Borrowing.

Funding of Loans. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender shall make its Commitment Percentage of the requested Loans available to the Administrative Agent by 1:00 p.m. on the date specified in the Notice of Borrowing by deposit, in Dollars, of immediately available funds to the Administrative Agent at its principal office in New York City, New York or at such other address as the Administrative Agent may designate in writing. The amount of the requested 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 requested Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make 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 any Loan that such Lender does not intend to make available to the Administrative Agent its portion Pro Rata Share of the Loans principal amount of each Loan under the Credit Facility prior to 11:00 a.m. (Toronto time) on the date of the extension of credit. The Administrative Agent shall, upon fulfilment by the Borrower of the terms and conditions set forth in Article 12 and unless otherwise irrevocably authorized and directed in the Drawdown Notice, make such funds available to the Borrower on the date of the extension of credit by crediting the Designated Account (or causing such account to be made on credited). Unless the Administrative Agent has been notified by a Lender at least one Banking Day prior to the date of the extension of credit that such dateLender will not make available to the Administrative Agent its Pro Rata Share of such Loan, the Administrative Agent may assume that such Lender has made such amount portion of the Loan available to the Administrative Agent on the date of such Loans, the extension of credit in accordance with the provisions hereof 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 Borrower on such date a corresponding amount. If the Administrative Agent has made such corresponding amount is assumption, to the extent such Lender shall not in fact have so made its Pro Rata Share of the Loan available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not agrees to 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 , forthwith on demand, such Lender’s Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Administrative Agent shall also be entitled to recover from such Lender or in connection therewith together with interest thereon at the Borrowers, as the case may be, interest on such corresponding amount in respect of then prevailing interbank rate for each day from the date such corresponding amount was is made available to the Borrower until the date such amount is paid or repaid to the Administrative Agent; provided, however, that notwithstanding such obligation, if such Lender fails so to pay, the Borrower shall, without prejudice to any rights that the Borrower might have against such Lender, repay such amount to the Administrative Agent forthwith after demand therefor by the Administrative Agent. The amount payable by each Lender to the Administrative Agent pursuant hereto shall be set forth in a certificate delivered by the Administrative Agent to such Lender and the Borrowers Borrower (which certificate shall contain reasonable details of how the amount payable is calculated) and shall constitute prima facie evidence of such amount payable. If such Lender makes the payment to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal required herein, the amount so paid shall constitute such Lender’s Pro Rata Share of the Loan for purposes of this agreement and shall entitle the Lender to (i) from all rights and remedies against the Borrowers at the applicable rate for Borrower in respect of such Loan pursuant to the Notice of Borrowing and (ii) from such Lender at the Federal Funds RateLoan.

Funding of Loans. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender shall make its Commitment Percentage of the requested Loans available to the Administrative Agent by 1:00 p.m. on the date specified in the Notice of Borrowing by deposit, in Dollars, of immediately available funds to the Administrative Agent at its principal office in New York City, New York or at such other address as the Administrative Agent may designate in writing. The amount of the requested 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 requested Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make 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 any Loan that such Lender does not intend to make available to the Administrative Agent its portion Pro Rata Share of the Loans principal amount of each Loan under the Credit Facility prior to be made 11:00 a.m. (Toronto time) on the date of the extension of credit. The Administrative Agent shall, upon fulfilment by the Borrower of the terms and conditions set forth in Article 11 and unless otherwise irrevocably authorized and directed in the Drawdown Notice, make such datefunds available to the Borrower on the date of the extension of credit by crediting the account of the Borrower designated by the Borrower to the Administrative Agent in writing. Unless the Administrative Agent has been notified by a Lender at least one Banking Day prior to the date of the extension of credit that such Lender will not make available to the Administrative Agent its Pro Rata Share of such Loan, the Administrative Agent may assume that such Lender has made such amount portion of the Loan available to the Administrative Agent on the date of such Loans, the extension of credit in accordance with the provisions hereof 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 Borrower on such date a corresponding amount. If the Administrative Agent has made such corresponding amount is assumption, to the extent such Lender shall not in fact have so made its Pro Rata Share of the Loan available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not agrees to 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 , forthwith on demand, such Lender’s Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Administrative Agent shall also be entitled to recover from such Lender or in connection therewith together with interest thereon at the Borrowers, as the case may be, interest on such corresponding amount in respect of then prevailing interbank rate for each day from the date such corresponding amount was is made available to the Borrower until the date such amount is paid or repaid to the Administrative Agent; provided, however, that notwithstanding such obligation, if such Lender fails so to pay, the Borrower shall, without prejudice to any rights that the Borrower might have against such Lender, repay such amount to the Administrative Agent forthwith after demand therefor by the Administrative Agent. The amount payable by each Lender to the Administrative Agent pursuant hereto shall be set forth in a certificate delivered by the Administrative Agent to such Lender and the Borrowers Borrower (which certificate shall contain reasonable details of how the amount payable is calculated) and shall constitute prima facie evidence of such amount payable. If such Lender makes the payment to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal required herein, the amount so paid shall constitute such Lender’s Pro Rata Share of the Loan for purposes of this Agreement and shall entitle the Lender to (i) from all rights and remedies against the Borrowers at the applicable rate for Borrower in respect of such Loan pursuant to the Notice of Borrowing and (ii) from such Lender at the Federal Funds RateLoan.

Funding of Loans. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender which has made an Individual Commitment under a particular Credit Facility shall make its Commitment Percentage of the requested Loans available to the Administrative Agent by 1:00 p.m. its Pro Rata Share of the principal amount of each Loan under such Credit Facility, in the appropriate currency, prior to 11:00 a.m. (Toronto time) on the date specified in of the Notice extension of Borrowing by deposit, in Dollars, of immediately available funds to the Administrative Agent at its principal office in New York City, New York or at such other address as the Administrative Agent may designate in writingcredit. The amount Agent shall, upon fulfilment by the Borrowers of the requested Loans will then be made terms and conditions set forth in Article 12, make such funds available to the Borrowers by applicable Borrower on the Administrative Agent date of the extension of credit by crediting the relevant Designated Account (or causing such account of to be credited) unless otherwise irrevocably authorized and directed in the Borrowers on the books of such office of the Administrative Agent, to the extent the amount of such requested Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make Loans hereunder; provided, however, that the failure of any Lender to fulfill its obligations hereunder shall not relieve any other Lender of its obligations hereunderDrawdown Notice. Unless the Administrative Agent shall have has been notified by any a Lender at least two Banking Days prior to the date of any Loan the extension of credit that such Lender does will not intend to make available to the Administrative Agent its portion Pro Rata Share of the Loans to be made on such dateLoan, the Administrative Agent may assume that such Lender has made such amount portion of the Loan available to the Administrative Agent on the date of such Loans, the extension of credit in accordance with the provisions hereof 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 applicable Borrower on such date a corresponding amount. If the Agent has made such corresponding amount is assumption, to the extent such Lender shall not in fact have so made its Pro Rata Share of the Loan available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent shall be able to recover such corresponding amount from Agent, forthwith on demand, such Lender. If ’s Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Agent in connection therewith together with interest thereon at the rate payable hereunder by 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 Borrower in respect of such Loan for each day from the date such corresponding amount was is made available by the Administrative Agent to the Borrowers to such Borrower until the date such corresponding Schedule O 32. amount is recovered paid or repaid to the Agent; provided, however, that notwithstanding such obligation, if such Lender fails so to pay, such Borrower shall, without prejudice to any rights that such Borrower might have against such Lender, repay such amount to the Agent forthwith after demand therefor by the Administrative Agent. The amount payable to the Agent at pursuant hereto shall be set forth in a per annum rate equal certificate delivered by the Agent to (i) from such Lender and the Borrowers at (which certificate shall contain reasonable details of how the applicable rate for amount payable is calculated) and shall constitute prima facie evidence of such Loan pursuant amount payable. If such Lender makes the payment to the Notice Agent required herein, the amount so paid shall constitute such Lender’s Pro Rata Share of Borrowing the Loan for purposes of this agreement and (ii) from shall entitle the Lender to all rights and remedies against the Borrowers in respect of such Loan. The failure of any Lender at to make available to the Federal Funds RateAgent its Pro Rata Share of a Loan shall not relieve any other Lender of its obligation hereunder to make available to the Agent its Pro Rata Share of the Loan on the date of the credit.

Funding of Loans. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender shall make its Commitment Percentage of the requested Loans available to the Administrative Agent by 1:00 p.m. on the date specified in the Notice of Borrowing by deposit, in Dollars, of immediately available funds to the Administrative Agent at its principal office in New York City, New York or at such other address as the Administrative Agent may designate in writing. The amount of the requested 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 requested Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make 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 any Loan that such Lender does not intend to make available to the Administrative Agent its portion Pro Rata Share of the Loans principal amount of each Loan (other than a Gold Loan) under the Credit Facility prior to 11:00 a.m. (Toronto time) on the date of the extension of credit. Prior to 3:00 p.m. (London time) on the date of any extension of credit by way of a Gold Loan, the Bullion Lenders (the Bullion Fronting Lender as to the aggregate of the Pro Rata Shares of the relevant Non-Bullion Lenders of the number of xxxx ounces of such Gold Loan and each other Bullion Lender as to its Pro Rata Share of the number of xxxx ounces of such Gold Loan) shall make available to the Administrative Agent the number of xxxx ounces of such Gold Loan on such date by crediting to the Administrative Agent unallocated Gold in a pool account located at The Bank of Nova Scotia, London, for credit to the unallocated gold account of Scotia Mocatta, Toronto or New York, as the case may be, or at such other account or location as may be agreed from time to time between the Lenders and the Administrative Agent, in a quantity of xxxx ounces equal to such payment. The Administrative Agent shall, upon fulfilment by the relevant Borrower of the terms and conditions set forth in Article 12 and unless otherwise irrevocably authorized and directed in the Drawdown Notice, (x) make such funds available to such Borrower on the date of the extension of credit by crediting the relevant Designated Account (or causing such account to be made credited) or (y) such Gold available to such Borrower on the date of the extension of credit by crediting to such dateBorrower unallocated Gold with a depository in a pool account specified by such Borrower, which account shall be located in London, England or at another location agreed to between the Administrative Agent and such Borrower. Unless the Administrative Agent has been notified by a Lender at least one Banking Day prior to the date of the extension of credit that such Lender will not make available to the Administrative Agent its Pro Rata Share of such Loan, the Administrative Agent may assume that such Lender has made such amount portion of the Loan available to the Administrative Agent on the date of such Loans, the extension of credit in accordance with the provisions hereof 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 relevant Borrower on such date a corresponding amount. If the Administrative Agent has made such corresponding amount is assumption, to the extent such Lender shall not in fact have so made its Pro Rata Share of the Loan available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not agrees to 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 , forthwith on demand, such Lender's Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Administrative Agent shall also be entitled to recover from such Lender in connection therewith together with interest or the BorrowersGold Funding Fees, as applicable, thereon at the case may be, interest on such corresponding amount in respect of then prevailing interbank rate for each day from the date such corresponding amount was is made available to the relevant Borrower until the date such amount is paid or repaid to the Administrative Agent; provided, however, that notwithstanding such obligation, if such Lender fails so to pay, the relevant Borrower shall, without prejudice to any rights that such Borrower might have against such Lender, repay such amount to the Administrative Agent forthwith after demand therefor by the Administrative Agent. The amount payable by each Lender to the Administrative Agent pursuant hereto shall be set forth in a certificate delivered by the Administrative Agent to such Lender and the Borrowers relevant Borrower (which certificate shall contain reasonable details of how the amount payable is calculated) and shall constitute PRIMA FACIE evidence of such amount payable. If such Lender makes the payment to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal required herein, the amount so paid shall constitute such Lender's Pro Rata Share of the Loan for purposes of this agreement and shall entitle the Lender to (i) from all rights and remedies against the Borrowers at the applicable rate for relevant Borrower in respect of such Loan pursuant to the Notice of Borrowing and (ii) from such Lender at the Federal Funds RateLoan.

Funding of Loans. Upon receipt of the a Notice of Borrowing, the Administrative Agent shall promptly inform the Revolving-A Lenders or the Revolving-B Lenders, as applicable, as to the terms thereof. Each such Lender shall make its Revolving-A Loan Commitment Percentage or its Revolving-B Loan Commitment Percentage, as applicable, of the requested Loans available to the Administrative Agent by 1:00 p.m. on the date specified in the Notice of Borrowing by deposit, in Dollars, of immediately available funds to at the Administrative Agent at its principal office in New York City, New York or at such other address as the Administrative Agent may designate in writingAgency Services Address. The amount of the requested 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 requested Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make 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 any such Loan that such Lender does not intend to make available to the Administrative Agent its portion of the Loans to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on the date 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 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, Borrowers and the Borrowers 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 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 (ia) from the Borrowers at the applicable rate for such Loan pursuant to the Notice of Borrowing and (iib) from such a Lender at the Federal Funds Rate.

Funding of Loans. Upon receipt of the a Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender shall make its Revolving Loan Commitment Percentage of the requested borrowing of Revolving Loans available to the Administrative Agent by in Same Day Funds at the Agency Services Address for the applicable currency not later than 1:00 p.m. p.m., New York City Time, in each case on the date Business Day specified in the Notice of Borrowing by deposit, in Dollars, of immediately available funds to the Administrative Agent at its principal office in New York City, New York or at such other address as the Administrative Agent may designate in writingBorrowing. The amount of the requested Revolving 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 in writing, to the extent the amount of such requested Revolving Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make Revolving Loans hereunder; provided, however, that the failure of any Lender to fulfill its 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 any such Revolving Loan that such Lender does not intend to make available to the Administrative Agent its portion of the Revolving Loans to be made on such date, the Administrative Agent may assume that such Lender Xxxxxx has made such amount available to the Administrative Agent on the date of such Revolving Loans, 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 Xxxxxx’s portion of the Revolving 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 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 applicable rate for such Revolving Loan pursuant to the Notice of Borrowing and or (ii) from such Lender Lender, at the Federal Funds RateOvernight Rate plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing.

Funding of Loans. Upon receipt of the Notice of Borrowing, the The Administrative Agent shall promptly inform notify each Lender of the Lenders as contents of each Borrowing Notice and of the principal amount of the Lender's Loan to be included in the terms thereofEurodollar Borrowing. Each Not later than 12 p.m. on the day of a Eurodollar Borrowing, each Lender shall make available the full amount of its Commitment Percentage of the requested Loans available Loan to the Administrative Agent by 1:00 p.m. on the date specified be included in the Notice of Borrowing by depositEurodollar Borrowing, in Dollars, of immediately available funds in Birmingham, to the Administrative Agent at its principal office in New York City, New York or at such other address as the Administrative Agent may designate in writing. The amount of the requested 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 requested Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make Loans hereunder; provided, however, that the failure of any Lender to fulfill its obligations hereunder shall not relieve any other Lender of its obligations hereunderNotice Address. Unless the Administrative Agent determines that an applicable condition specified in Section 3 has not been satisfied, the Administrative Agent shall have been notified make the funds received from the Lenders pursuant to this Section 2.2 available to the Borrowers at the Administrative Agent's Notice Address by any 2 p.m. on such day for a Eurodollar Borrowing. 2.3 Lender's failure Unless a Lender prior notifies the to fund Administrative Agent before the date of a Borrowing (whether for a Eurodollar Borrowing, a draw under a Letter of Credit or any Loan other Borrowing available hereunder) that such the Lender does will not intend to make available to the Administrative Agent the full amount of its portion of the Loans Loan to be made on such dateincluded in the Borrowing, the Administrative Agent may assume that such Lender has the Lender's Loan will be made such amount available to the Administrative Agent on the date day of such Loansthe Borrowing and may, in reliance on that assumption, make the full amount of the Loan available to the Borrowers. If the Administrative Agent makes the full amount of a Lender's Loan available to the Borrowers, and the Administrative Agent in reliance upon such assumption, may (in its sole discretion but without any obligation to do so) Lender does not make available to the Administrative Agent some or all of the Loan (the "Unfunded Amount") by the date of the Borrowing, then the Lender shall pay the Administrative Agent on demand interest at the Federal Funds Rate on the Unfunded Amount from the date of the Borrowing until the Lender makes the Unfunded Amount available to the Administrative Agent or the Borrowers a corresponding amountrepay the Loan. If a Lender does not make the full amount of its Loan included in a Borrowing available to the Administrative Agent by the third Business Day after the date of the Borrowing, the Borrowers shall, promptly on the Administrative Agent's demand, repay the full amount of such corresponding Loan to the Administrative Agent, together with accrued interest at the interest rate for the Loans comprising the Borrowing. Nothing in this Section 2.3 shall relieve a Lender of the obligation to make the full amount is not in fact made of its Loans available to the Administrative Agent. 2.4 Conversions The Borrowers may at any time, if they are not in Default, convert the Administrative Agent Loans bearing interest at the Eurodollar Rate into new Loans for an additional Interest Period (a "Conversion"). A Conversion shall convert each Loan in a Borrowing in the same proportion. Since each Loan in a Borrowing shall be able converted in the same proportions, Conversion shall refer equally 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 Conversion 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 applicable rate for such Loan pursuant to the Notice of Borrowing and (ii) from such Lender at the Federal Funds Rate.Loans and

Funding of Loans. Upon Following receipt of the Notice of Borrowinga Loan Notice, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each notify each US Revolver Lender shall make its Commitment Percentage of the requested Loans available to the Administrative Agent by 1:00 p.m. on the date specified in the Notice of Borrowing by deposit, in Dollars, of immediately available funds to the Administrative Agent at its principal office in New York City, New York or at such other address as the Administrative Agent may designate in writing. The amount of the requested 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 requested Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make Loans hereunder; provided, however, that the failure of any Lender to fulfill its obligations hereunder shall not relieve any other US Revolver Percentage and each Canadian Revolver Lender of the amount of its obligations hereunder. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any Loan that such Lender does not intend to make available to the Administrative Agent its portion of the Loans to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on the date 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 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 BorrowersCanadian Revolver Percentage, as the case may be, interest of the applicable Loans, and if no timely notice of a conversion, continuation or rollover is provided by the applicable Borrower with respect to an expiring Eurodollar Loan or Bankers’ Acceptance, the Administrative Agent shall notify each applicable Lender of the details of any automatic conversion to Base Rate Loans, Canadian US Dollar Base Rate Loans or Canadian Prime Rate Loans described in the preceding subsection. In the case of a Borrowing, each Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such corresponding amount Borrowing is on the Closing Date, Section 4.01), the Administrative Agent shall make all funds so received available to the applicable Borrower in respect of each day from the date such corresponding amount was made available like funds as received by the Administrative Agent either by (i) crediting the account of such Borrower on the books of the Administrative Agent, with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to the Borrowers to the date such corresponding amount is recovered by (and reasonably acceptable to) the Administrative Agent at by such Borrower; provided that (x) if, on the date a per annum rate equal Loan Notice with respect to (i) from a US Revolver Borrowing is given by the Borrowers at US Borrower, there are US L/C Borrowings outstanding, then the applicable rate for proceeds of such Loan pursuant Borrowing, first, shall be applied to the Notice payment in full of Borrowing any such US L/C Borrowings, and second, shall be made available to the US Borrower as provided above and (iiy) from if, on the date a Loan Notice with respect to a Canadian Revolver Borrowing is given by the Canadian Borrower, there are Canadian L/C Borrowings outstanding, then the proceeds of such Lender at Borrowing, first, shall be applied to the Federal Funds Ratepayment in full of any such Canadian L/C Borrowings, and second, shall be made available to the Canadian Borrower as provided above.

Funding of Loans. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender shall make its Commitment Percentage of the requested Loans available to the Administrative Agent by 1:00 p.m. on the date specified in the Notice of Borrowing by deposit, in Dollars, of immediately available funds to the Administrative Agent at its principal office in New York City, New York or at such other address as the Administrative Agent may designate in writing. The amount of the requested 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 requested Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make 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 received notice from a Lender, prior to the date of any Loan requested Funding Date, that such Lender does will not intend to make available to the Administrative Agent its portion such Lender’s Pro Rata Share of the Loans to be made on such dateLoan, the Administrative Agent may may, but shall not be required to, assume that such Lender has made such amount share available to the Administrative Agent on the date of by such Loanstime in accordance with SECTION 2.01(f) and may in its sole 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 such corresponding Pro Rata Share is not, in fact, paid to the Administrative Agent by such Lender when due, the Administrative Agent will be entitled to recover such amount is not in fact made available on demand from such Lender without setoff, counterclaim or deduction of any kind. If any Lender fails to pay the amount of its Pro Rata Share forthwith upon the Administrative Agent’s demand, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately repay such amount to the Administrative Agent. Nothing in this SECTION 2.01(f) or elsewhere in this Agreement or the other Loan Documents shall be deemed to require the Administrative Agent to advance funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder. Without limiting the foregoing, to the extent that the Administrative Agent advances funds to the Borrower on behalf of any Lender and is not reimbursed therefor on the same Business Day as such advance is made, 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, retain for its account all interest accrued on such corresponding amount in respect of each day advance from the date such corresponding amount advance was made available until reimbursed 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 applicable rate for such Loan pursuant to the Notice of Borrowing and (ii) from such Lender at the Federal Funds RateLender.

Funding of Loans. Upon receipt of the a Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender shall will make its Commitment Percentage pro rata share of the requested Loans available to the Administrative Agent by 1:00 p.m. on the date specified in the Notice of Borrowing Closing Date by deposit, deposit (in Dollars, ) of immediately available funds to at the offices of the Administrative Agent at its principal office in New York CityYork, New York York, or at such other address as the Administrative Agent may designate in writing. The amount of the requested All Loans will then shall be made available to the Borrowers by the Administrative Agent by crediting the account of the Borrowers Lenders pro rata on the books basis of such office of the Administrative Agent, to the extent the amount of such requested Loans are made available to the Administrative Agenteach Lender’s Term Loan Percentage. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make 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 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 any such Loan that such Lender does not intend to make available to the Administrative Agent its portion of the Loans to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on the date 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 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 at the applicable rate for such Loan pursuant to the Notice of Borrowing Borrowing, if recovered from the Borrower, and (iib) from such Lender at the Federal Funds Rate, if recovered from a Lender.

Funding of Loans. Upon receipt The Lenders agree that the Administrative Agent may assume that each Lender will fund timely its pro rata portion of each borrowing requested by the Borrower in accordance with the terms of this Agreement and that the Administrative Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the Notice applicable borrowing available to the Administrative Agent, then the applicable Lender and the Borrower agrees to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of Borrowingpayment to the Administrative Agent, at (a) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate or a rate determined by the Administrative Agent in accordance with banking industry customs and rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (b) in the case of a payment to be made by the Borrower, the interest rate applicable to Adjusted Base Rate Borrowings. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly inform the Lenders as remit to the terms thereof. Each Lender shall make its Commitment Percentage of the requested Loans available to the Administrative Agent by 1:00 p.m. on the date specified in the Notice of Borrowing by deposit, in Dollars, of immediately available funds to the Administrative Agent at its principal office in New York City, New York or at such other address as the Administrative Agent may designate in writing. The amount of the requested 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 Borrower the amount of such requested Loans are made available to interest paid by the Administrative Agent. No Lender shall be responsible Borrower for the failure or delay by any other Lender in its obligation to make 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 any Loan that such Lender does not intend to make available to the Administrative Agent its portion of the Loans to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on the date 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 a corresponding amountperiod. If such corresponding amount is not in fact made available Lender pays its share of the applicable borrowing to the Administrative Agent, then the Administrative Agent amount so paid shall constitute such share included in the subject borrowing. Any payment by the Borrower shall be able without prejudice to recover any claim the Borrower may have against a Lender that shall have failed to make 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 payment 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 applicable rate for such Loan pursuant to the Notice of Borrowing and (ii) from such Lender at the Federal Funds Rate.

Funding of Loans. Upon receipt of the a Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender shall make its Commitment Percentage of the requested Loans available to the Administrative Agent by 1:00 p.m. 11:00 a.m. on the date specified in the Notice of Borrowing by deposit, in Dollars, of immediately available funds to at the Administrative Agent at its principal office in New York City, New York or at such other address as the Administrative Agent may designate in writingAgency Services Address. The amount of the 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 requested Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make 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 any such Loan that such Lender does not intend to make available to the Administrative Agent its portion of the Loans to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on the date 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 '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 applicable rate for such Loan pursuant to the Notice of Borrowing and (ii) from such a Lender at the Federal Funds Rate.

Funding of Loans. Upon receipt of the a Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender shall make its Loan Commitment Percentage of the requested Loans available to the Administrative Agent by 1:00 p.m. on the date specified in the Notice of Borrowing by deposit, in Dollars, of immediately available funds to at the offices of the Administrative Agent at its principal office in New York CityCharlotte, New York North Carolina or at such other address as the Administrative Agent may designate in writing. The amount of the requested 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 requested Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make 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 any such Loan that such Lender does not intend to make available to the Administrative Agent its portion of the Loans to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on the date 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 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, 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 applicable rate for such Loan pursuant to the Notice of Borrowing and (ii) from such a Lender at the Federal Funds Rate.

Funding of Loans. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender shall make its Commitment Percentage of the requested Loans available to the Administrative Agent by 1:00 p.m. on the date specified in the Notice of Borrowing by deposit, in Dollars, of immediately available funds to the Administrative Agent at its principal office in New York City, New York or at such other address as the Administrative Agent may designate in writing. The amount of the requested 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 requested Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make 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 any Loan that such Lender does not intend to make available to the Administrative Agent its portion Pro Rata Share of the Loans principal amount of each Loan under either Credit Facility prior to 11:00 a.m. (Vancouver time) on the date of the extension of credit. The Administrative Agent shall, upon fulfilment by the Borrower of the terms and conditions set forth in Article 12 and unless otherwise irrevocably authorized and directed in the Drawdown Notice, make such funds available to the Borrower on the date of the extension of credit by crediting the Designated Account (or causing such account to be made on credited). Unless the Administrative Agent has been notified by a Lender at least one Banking Day prior to the date of the extension of credit that such dateLender will not make available to the Administrative Agent its Pro Rata Share of such Loan, the Administrative Agent may assume that such Lender has made such amount portion of the Loan available to the Administrative Agent on the date of such Loans, the extension of credit in accordance with the provisions hereof 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 Borrower on such date a corresponding amount. If the Administrative Agent has made such corresponding amount is assumption, to the extent such Lender shall not in fact have so made its Pro Rata Share of the Loan available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not agrees to 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 , forthwith on demand, such Lender’s Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Administrative Agent shall also be entitled to recover from such Lender or in connection therewith together with interest thereon at the Borrowers, as the case may be, interest on such corresponding amount in respect of then prevailing interbank rate for each day from the date such corresponding amount was is made available to the Borrower until the date such amount is paid or repaid to the Administrative Agent; provided, however, that notwithstanding such obligation, if such Lender fails so to pay, the Borrower shall, without prejudice to any rights that the Borrower might have against such Lender, repay such amount to the Administrative Agent forthwith after demand therefor by the Administrative Agent. The amount payable by each Lender to the Administrative Agent pursuant hereto shall be set forth in a certificate delivered by the Administrative Agent to such Lender and the Borrowers Borrower (which certificate shall contain reasonable details of how the amount payable is calculated) and shall constitute prima facie evidence of such amount payable. If such Lender makes the payment to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal required herein, the amount so paid shall constitute such Lender’s Pro Rata Share of the Loan for purposes of this agreement and shall entitle the Lender to (i) from all rights and remedies against the Borrowers at the applicable rate for Borrower in respect of such Loan pursuant to the Notice of Borrowing and (ii) from such Lender at the Federal Funds Rate.Loan. DM_TOR/208573-00204/2193933.9

Funding of Loans. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender shall make its Commitment Percentage of the requested Loans available to the Administrative Agent by 1:00 p.m. on the date specified in the Notice of Borrowing by deposit, in Dollars, of immediately available funds to the Administrative Agent at its principal office in New York City, New York or at such other address as the Administrative Agent may designate in writing. The amount of the requested 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 requested Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make 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 any Loan that such Lender does not intend to make available to the Administrative Agent its portion Pro Rata Share of the Loans principal amount of each Loan prior to 11:00 a.m. (Toronto time) on the date of the extension of credit. The Administrative Agent shall, upon fulfilment by the Borrower of the terms and conditions set forth in Article 12 and unless otherwise irrevocably authorized and directed in the Drawdown Notice, make such funds available to the Borrower on the date of the extension of credit by crediting the Designated Account (or causing such account to be made on credited). Unless the Administrative Agent has been notified by a Lender at least one Banking Day prior to the date of the extension of credit that such dateLender will not make available to the Administrative Agent its Pro Rata Share of such Loan, the Administrative Agent may assume that such Lender Xxxxxx has made such amount portion of the Loan available to the Administrative Agent on the date of such Loans, the extension of credit in accordance with the provisions hereof 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 Borrower on such date a corresponding amount. If the Administrative Agent has made such corresponding amount is assumption, to the extent such Lender shall not in fact have so made its Pro Rata Share of the Loan available to the Administrative Agent, the Administrative Agent shall be able such Xxxxxx agrees 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 , forthwith on demand, such Xxxxxx’s Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Administrative Agent shall also be entitled to recover from such Lender or in connection therewith together with interest thereon at the Borrowers, as the case may be, interest on such corresponding amount in respect of then prevailing interbank rate for each day from the date such corresponding amount was is made available to the Borrower until the date such amount is paid or repaid to the Administrative Agent; provided, however, that notwithstanding such obligation, if such Lender fails so to pay, the Borrower shall, without prejudice to any rights that the Borrower might have against such Xxxxxx, repay such amount to the Administrative Agent forthwith after demand therefor by the Administrative Agent. The amount payable by each Lender to the Administrative Agent pursuant hereto shall be set forth in a certificate delivered by the Administrative Agent to such Lender and the Borrowers Borrower (which certificate shall contain reasonable details of how the amount payable is calculated) and shall constitute prima facie evidence of such amount payable. If such Lender makes the payment to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal required herein, the amount so paid shall constitute such Lender’s Pro Rata Share of the Loan for purposes of this agreement and shall entitle the Lender to (i) from all rights and remedies against the Borrowers at the applicable rate for Borrower in respect of such Loan pursuant to the Notice of Borrowing Loan. Second Amended and (ii) from such Lender at the Federal Funds Rate.Restated Credit Agreement

Funding of Loans. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as Subject to the terms thereof. Each and conditions hereof, each Lender shall make its Commitment Percentage of the requested Loans available to the Administrative Agent by 1:00 p.m. on the date specified in the Notice of Borrowing by deposit, in Dollars, of immediately available funds to the Administrative Agent at its principal office in New York City, New York or at such other address as the Administrative Agent may designate in writing. The amount of the requested 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 requested Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make 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 any Loan that such Lender does not intend to make available to the Administrative Agent its portion Pro Rata Share of the Loans principal amount of each Loan under the Credit Facility prior to 12:00 p.m. (Toronto time) on the date of the extension of credit. The Administrative Agent shall, upon fulfilment by the Borrowers of the terms and conditions set forth in Article 12 and unless otherwise irrevocably authorized and directed in the Drawdown Notice, make such funds available to the relevant Borrower on the date of the extension of credit by crediting the Designated Account (or causing such account to be made on credited). Unless the Administrative Agent has been notified by a Lender at least one Banking Day prior to the date of the extension of credit that such dateLender will not make available to the Administrative Agent its Pro Rata Share of such Loan, the Administrative Agent may assume that such Lender has made such amount portion of the Loan available to the Administrative Agent on the date of such Loans, the extension of credit in accordance with the provisions hereof 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 relevant Borrower on such date a corresponding amount. If the Administrative Agent has made such corresponding amount is assumption, to the extent such Lender shall not in fact have so made its Pro Rata Share of the Loan available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not agrees to 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 , forthwith on demand, such Lender’s Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Administrative Agent shall also be entitled to recover from such Lender or in connection therewith together with interest thereon at the Borrowers, as the case may be, interest on such corresponding amount in respect of then prevailing interbank rate for each day from the date such corresponding amount was is made available to the relevant Borrower until the date such amount is paid or repaid to the Administrative Agent; provided, however, that notwithstanding such obligation, if such Lender fails so to pay, the relevant Borrower shall, without prejudice to any rights that such Borrower might have against such Lender, repay such amount to the Administrative Agent forthwith after demand therefor by the Administrative Agent. The amount payable by each Lender to the Administrative Agent pursuant hereto shall be set forth in a certificate delivered by the Administrative Agent to such Lender and the Borrowers relevant Borrower (which certificate shall contain reasonable details of how the amount payable is calculated) and shall constitute prima facie evidence of such amount payable. If such Lender makes the payment to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal required herein, the amount so paid shall constitute such Lender’s Pro Rata Share of the Loan for purposes of this agreement and shall entitle the Lender to (i) from all rights and remedies against the Borrowers at the applicable rate for in respect of such Loan pursuant to the Notice of Borrowing and (ii) from such Lender at the Federal Funds RateLoan.

Funding of Loans. Upon receipt of the a Notice of Borrowing, the Administrative Agent shall promptly inform the applicable Lenders as to the terms thereof. Each such Lender shall make its Commitment Percentage of the requested Loans available to the Administrative Agent by 1:00 p.m. on the date specified in the Notice of Borrowing by deposit, in Dollars, of immediately available funds to at the Administrative offices of the Agent at its principal office in New York CityCharlotte, New York North Carolina or at such other address as the Administrative Agent may designate in writing. The amount of the 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 requested Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make 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 any such Loan that such Lender does not intend to make available to the Administrative Agent its portion of the Loans to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on the date 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 '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 applicable rate for such Loan pursuant to the Notice of Borrowing and (ii) from such a Lender at the Federal Funds Rate.

Funding of Loans. Upon receipt of the a Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender shall will make its Commitment Percentage pro rata share of the requested Loans available to the Administrative Agent by 1:00 p.m. on the date specified in the Notice of Borrowing by deposit, deposit (in Dollars, ) of immediately available funds to at the offices of the Administrative Agent at its principal office in New York CityYork, New York York, or at such other address as the Administrative Agent may designate in writing. The amount of the requested All Loans will then shall be made available to the Borrowers by the Administrative Agent by crediting the account of the Borrowers Lenders pro rata on the books basis of such office of the Administrative Agent, to the extent the amount of such requested Loans are made available to the Administrative Agenteach Lender’s Commitment. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make 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 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 any such Loan that such Lender does not intend to make available to the Administrative Agent its portion of the Loans to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on the date 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 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 at the applicable rate for such Loan pursuant to the Notice of Borrowing Borrowing, if recovered from the Borrower, and (iib) from such Lender at the Federal Funds Rate, if recovered from a Lender.

Funding of Loans. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender which has made an Individual Commitment under a particular Credit Facility shall make its Commitment Percentage of the requested Loans available to the Administrative Agent by 1:00 p.m. its Pro Rata Share of the principal amount of each Loan under such Credit Facility, in the appropriate currency, prior to 11:00 a.m. (Toronto time) on the date specified in of the Notice extension of Borrowing by deposit, in Dollars, of immediately available funds to the Administrative Agent at its principal office in New York City, New York or at such other address as the Administrative Agent may designate in writingcredit. The amount Agent shall, upon fulfilment by the Borrowers of the requested Loans will then be made terms and conditions set forth in Article 12, make such funds available to the Borrowers by applicable Borrower on the Administrative Agent date of the extension of credit by crediting the relevant Designated Account (or causing such account of to be credited) unless otherwise irrevocably authorized and directed in the Borrowers on the books of such office of the Administrative Agent, to the extent the amount of such requested Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make Loans hereunder; provided, however, that the failure of any Lender to fulfill its obligations hereunder shall not relieve any other Lender of its obligations hereunderDrawdown Notice. Unless the Administrative Agent shall have has been notified by any a Lender at least two Banking Days prior to the date of any Loan the extension of credit that such Lender does will not intend to make available to the Administrative Agent its portion Pro Rata Share of the Loans to be made on such dateLoan, the Administrative Agent may assume that such Lender has made such amount portion of the Loan available to the Administrative Agent on the date of such Loans, the extension of credit in accordance with the provisions hereof 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 applicable Borrower on such date a corresponding amount. If the Agent has made such corresponding amount is assumption, to the extent such Lender shall not in fact have so made its Pro Rata Share of the Loan available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent shall be able to recover such corresponding amount from Agent, forthwith on demand, such Lender. If 's Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Agent in connection therewith together with interest thereon at the rate payable hereunder by 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 Borrower in respect of such Loan for each day from the date such corresponding amount was is made available by the Administrative Agent to the Borrowers to such Borrower until the date such corresponding amount is recovered paid or repaid to the Agent; provided, however, that notwithstanding such obligation, if such Lender fails so to pay, such Borrower shall, without prejudice to any rights that such Borrower might have against such Lender, repay such amount to the Agent forthwith after demand therefor by the Administrative Agent. The amount payable to the Agent at pursuant hereto shall be set forth in a per annum rate equal certificate delivered by the Agent to (i) from such Lender and the Borrowers at (which certificate shall contain reasonable details of how the applicable rate for amount payable is calculated) and shall constitute prima facie evidence of such Loan pursuant amount payable. If such Lender makes the payment to the Notice Agent required herein, the amount so paid shall constitute such Lender's Pro Rata Share of Borrowing the Loan for purposes of this agreement and (ii) from shall entitle the Lender to all rights and remedies against the Borrowers in respect of such Loan. The failure of any Lender at to make available to the Federal Funds RateAgent its Pro Rata Share of a Loan shall not relieve any other Lender of its obligation hereunder to make available to the Agent its Pro Rata Share of the Loan on the date of the credit.

Funding of Loans. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender shall make its Commitment Percentage of the requested Loans available to the Administrative Agent by 1:00 p.m. on the date specified in the Notice of Borrowing by deposit, in Dollars, of immediately available funds to the Administrative Agent at its principal office in New York City, New York or at such other address as the Administrative Agent may designate in writing. The amount of the requested 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 requested Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make 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 any Loan that such Lender does not intend to make available to the Administrative Agent its portion Pro Rata Share of the Loans principal amount of each Loan under a particular Credit Facility prior to 11:00 a.m. (Toronto time) on the date of the extension of credit. The Administrative Agent shall, upon fulfilment by the Borrower of the terms and conditions set forth in Article 12 and unless otherwise irrevocably authorized and directed in the Drawdown Notice, make such funds available to the Borrower on the date of the extension of credit by crediting the Designated Account (or causing such account to be made on credited). Unless the Administrative Agent has been notified by a Lender at least one Banking Day prior to the date of the extension of credit that such dateLender will not make available to the Administrative Agent its Pro Rata Share of such Loan, the Administrative Agent may assume that such Lender Xxxxxx has made such amount portion of the Loan available to the Administrative Agent on the date of such Loans, the extension of credit in accordance with the provisions hereof 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 Borrower on such date a corresponding amount. If the Administrative Agent has made such corresponding amount is assumption, to the extent such Lender shall not in fact have so made its Pro Rata Share of the Loan available to the Administrative Agent, the Administrative Agent shall be able such Xxxxxx agrees 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 , forthwith on demand, such Xxxxxx's Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Administrative Agent shall also be entitled to recover from such Lender or in connection therewith together with interest thereon at the Borrowers, as the case may be, interest on such corresponding amount in respect of then prevailing interbank rate for each day from the date such corresponding amount was is made available to the Borrower until the date such amount is paid or repaid to the Administrative Agent; provided, however, that notwithstanding such obligation, if such Lender fails so to pay, the Borrower shall, without prejudice to any rights that the Borrower might have against such Xxxxxx, repay such amount to the Administrative Agent forthwith after demand therefor by the Administrative Agent. The amount payable by each Lender to the Administrative Agent pursuant hereto shall be set forth in a certificate delivered by the Administrative Agent to such Lender and the Borrowers Borrower (which certificate shall contain reasonable details of how the amount payable is calculated) and shall constitute prima facie evidence of such amount payable. If such Lender makes the payment to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal required herein, the amount so paid shall constitute such Lender's Pro Rata Share of the Loan for purposes of this agreement and shall entitle the Lender to (i) from all rights and remedies against the Borrowers at the applicable rate for Borrower in respect of such Loan pursuant to the Notice of Borrowing and (ii) from such Lender at the Federal Funds Rate.Loan. Credit Agreement - SilverCrest

Funding of Loans. Upon receipt of the a Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender shall will make its Commitment Percentage pro rata share of the requested Loans available to the Administrative Agent by 1:00 p.m. on the date specified in the Notice of Borrowing by deposit, deposit (in Dollars, ) of immediately available funds to at the offices of the Administrative Agent at its principal office in New York CityYork, New York York, or at such other address as the Administrative Agent may designate in writing. The amount of the requested All Loans will then shall be made available to the Borrowers by the Administrative Agent by crediting the account of the Borrowers Lenders pro rata on the books basis of such office of the Administrative Agent, to the extent the amount of such requested Loans are made available to the Administrative Agenteach Lender’s Commitment. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make Loans hereunder; 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 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 any such Loan that such Lender does not intend to make available to the Administrative Agent its portion of the Loans to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on the date 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 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 at the applicable rate for such Loan pursuant to the Notice of Borrowing Borrowing, if recovered from the Borrower, and (iib) from such Lender at the Federal Funds Rate, if recovered from a Lender.

Funding of Loans. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each relevant Lender shall make its Commitment Percentage of the requested Loans available to the Administrative Agent by at the Branch of Account its Pro Rata Share of the principal amount of each Loan under the relevant Credit Facility to a relevant Borrower prior to 1:00 p.m. (Toronto time) on the date specified in of the Notice extension of Borrowing by deposit, in Dollars, of immediately available funds to the credit. The Administrative Agent at its principal office in New York Cityshall, New York or at such other address as upon fulfilment by the Administrative Agent may designate in writing. The amount relevant Borrower of the requested Loans will then be made terms and conditions set forth in Article 12, make such funds available to the Borrowers applicable Borrower by 3:00 p.m. (Toronto time) on the Administrative Agent date of the extension of credit by crediting the account of the Borrowers on the books of such office of the Administrative Agent, to the extent the amount of such requested Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make Loans hereunder; provided, however, that the failure of any Lender to fulfill its obligations hereunder shall not relieve any other Lender of its obligations hereunderrelevant Designated Account. Unless the Administrative Agent shall have has been notified by any a Lender at least one Banking Day prior to the date of any Loan the extension of credit that such Lender does will not intend to make available to the Administrative Agent its portion Pro Rata Share of the Loans to be made on such dateLoan, the Administrative Agent may assume that such Lender has made such amount portion of the Loan available to the Administrative Agent on the date of such Loans, the extension of credit in accordance with the provisions hereof 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 applicable Borrower on such date a corresponding amount. If the Administrative Agent has made such corresponding amount is assumption, to the extent such Lender shall not in fact have so made its Pro Rata Share of the Loan available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not agrees to 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 , forthwith on demand, such Lender’s Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Administrative Agent shall also be entitled to recover from such Lender or in connection therewith together with interest thereon at the Borrowers, as the case may be, interest on such corresponding amount in respect of then prevailing interbank rate for each day from the date such corresponding amount was is made available to the applicable Borrower until the date such amount is paid or repaid to the Administrative Agent; provided, however, that notwithstanding such obligation, if such Lender fails so to pay, the applicable Borrower shall, without prejudice to any rights that such Borrower might have against such Lender, repay such amount to the Administrative Agent forthwith after demand therefor by the Administrative Agent. The amount payable by each Lender to the Administrative Agent pursuant hereto shall be set forth in a certificate delivered by the Administrative Agent to such Lender and the Borrowers applicable Borrower (which certificate shall contain reasonable details of how the amount payable is calculated) and shall constitute prima facie evidence of such amount payable. If such Lender makes the payment to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal required herein, the amount so paid shall constitute such Lender’s Pro Rata Share of the Loan for purposes of this agreement and shall entitle the relevant Lender to (i) from the Borrowers at all rights and remedies against the applicable rate for Borrower in respect of such Loan pursuant to the Notice of Borrowing and (ii) from such Lender at the Federal Funds RateLoan.

Funding of Loans. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender shall make its Revolving Commitment Percentage or Tranche B Term Loan Commitment Percentage, as the case may be, of the requested Loans available to the Administrative Agent by 1:00 p.m. (Charlotte, North Carolina time) on the date specified in the Notice of Borrowing by deposit, in Dollars, of immediately available funds to at the address of the Administrative Agent at its principal office set forth in New York City, New York or at such other address as the Administrative Agent may designate in writingSection 2.15. The amount of the requested 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 requested Loans are made available to the Administrative Agent. Subject to the terms and conditions of this Credit Agreement, Swingline Loans shall be funded by the Swingline Lender on the same Business Day as requested by the Borrower and Letters of Credit shall be issued by the Issuing Bank on the third Business Day following a request by the Borrower therefor. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make 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 any such Loan that such Lender does not intend to make available to the Administrative Agent its portion of the Loans to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on the date of such Loans, and the Administrative Agent 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 AgentAgent by such Lender, 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 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 a rate per annum equal to the applicable rate for such Loan pursuant to the Notice of Borrowing 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, and, thereafter, the Base Rate plus two percent (2%) per annum.

Funding of Loans. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender shall make its Commitment Percentage of the requested Loans available to the Administrative Agent by 1:00 p.m. on the date specified in the Notice of Borrowing by deposit, in Dollars, of immediately available funds to the Administrative Agent at its principal office in New York City, New York or at such other address as the Administrative Agent may designate in writing. The amount of the requested 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 requested Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make 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 any Loan that such Lender does not intend to make available to the Administrative Agent its portion Pro Rata Share of the Loans principal amount of each Loan under the Credit Facility prior to 10:00 a.m. (New York time) on the date of the extension of credit. The Administrative Agent shall, upon fulfilment by the Borrower of the terms and conditions set forth in ARTICLE 11, make such funds available to the Borrower on the date of the extension of credit by crediting the U.S. Proceeds Account (or causing such account to be made on credited). Unless the Administrative Agent has been notified by a Lender at least one Banking Day prior to the date of the extension of credit that such dateLender will not make available to the Administrative Agent its Pro Rata Share of such Loan, the Administrative Agent may assume that such Lender Lxxxxx has made such amount portion of the Loan available to the Administrative Agent on the date of such Loans, the extension of credit in accordance with the provisions hereof 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 Borrower on such date a corresponding amount. If the Administrative Agent has made such corresponding amount is assumption, to the extent such Lender shall not in fact have so made its Pro Rata Share of the Loan available to the Administrative Agent, the Administrative Agent shall be able such Lxxxxx agrees 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 , forthwith on demand, such Lxxxxx's Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Administrative Agent shall also be entitled to recover from such Lender or the Borrowers, as the case may be, in connection therewith together with interest on such corresponding amount in respect of thereon for each day from the date such corresponding amount was is made available to the Borrower until the date such amount is paid or repaid to the Administrative Agent but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation provided, however, that notwithstanding such obligation, if such Lender fails so to pay, the Borrower shall, without prejudice to any rights that the Borrower might have against such Lender for its failure to fund its Individual Commitment, repay such amount to the Administrative Agent forthwith after demand therefor by the Administrative Agent. The amount payable by each Lender to the Administrative Agent pursuant hereto shall be set forth in a certificate delivered by the Administrative Agent to such Lender and the Borrowers Borrower (which certificate shall contain reasonable details of how the amount payable is calculated) and shall constitute prima facie evidence of such amount payable. If such Lender makes the payment to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal required herein, the amount so paid shall constitute such Lender's Pro Rata Share of the Loan for purposes of this Agreement and shall entitle the Lender to (i) from all rights and remedies against the Borrowers at the applicable rate for Borrower in respect of such Loan pursuant to the Notice of Borrowing and (ii) from such Lender at the Federal Funds RateLoan.

Funding of Loans. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender shall make its Commitment Percentage of the requested Loans available to the Administrative Agent by 1:00 p.m. on the date specified in the Notice of Borrowing by deposit, in Dollars, of immediately available funds to the Administrative Agent at its principal office in New York City, New York or at such other address as the Administrative Agent may designate in writing. The amount of the requested 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 requested Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make 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 any Loan that such Lender does not intend to make available to the Administrative Agent its portion Pro Rata Share of the Loans principal amount of each Loan under the Credit Facility prior to 11:00 a.m. (Vancouver time) on the date of the extension of credit. The Administrative Agent shall, upon fulfilment by the relevant Borrower of the terms and conditions set forth in Article 12 and unless otherwise irrevocably authorized and directed in the Drawdown Notice, make such funds available to such Borrower on the date of the extension of credit by crediting the Designated Account (or causing such account to be made on credited). Unless the Administrative Agent has been notified by a Lender at least one Banking Day prior to the date of the extension of credit that such dateLender will not make available to the Administrative Agent its Pro Rata Share of such Loan, the Administrative Agent may assume that such Lender Xxxxxx has made such amount portion of the Loan available to the Administrative Agent on the date of such Loans, the extension of credit in accordance with the provisions hereof 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 relevant Borrower on such date a corresponding amount. If the Administrative Agent has made such corresponding amount is assumption, to the extent such Lender shall not in fact have so made its Pro Rata Share of the Loan available to the Administrative Agent, the Administrative Agent shall be able such Xxxxxx agrees 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 , forthwith on demand, such Xxxxxx's Pro Rata Share of the Loan and all reasonable costs and Second Amended and Restated Credit Agreement - RT expenses incurred by the Administrative Agent shall also be entitled to recover from such Lender or in connection therewith together with interest thereon at the Borrowers, as the case may be, interest on such corresponding amount in respect of then prevailing interbank rate for each day from the date such corresponding amount was is made available to the relevant Borrower until the date such amount is paid or repaid to the Administrative Agent; provided, however, that notwithstanding such obligation, if such Lender fails so to pay, the relevant Borrower shall, without prejudice to any rights that such Borrower might have against such Lender, repay such amount to the Administrative Agent forthwith after demand therefor by the Administrative Agent. The amount payable by each Lender to the Administrative Agent pursuant hereto shall be set forth in a certificate delivered by the Administrative Agent to such Lender and the Borrowers relevant Borrower (which certificate shall contain reasonable details of how the amount payable is calculated) and shall constitute prima facie evidence of such amount payable. If such Lender makes the payment to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal required herein, the amount so paid shall constitute such Lender's Pro Rata Share of the Loan for purposes of this agreement and shall entitle the Lender to (i) from all rights and remedies against the Borrowers at the applicable rate for relevant Borrower in respect of such Loan pursuant to the Notice of Borrowing and (ii) from such Lender at the Federal Funds RateLoan.

Funding of Loans. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as Subject to the terms thereof. Each and conditions hereof, each relevant Lender shall make its Commitment Percentage of the requested Loans available to the Administrative Agent by 1:00 p.m. on the date specified in the Notice of Borrowing by deposit, in Dollars, of immediately available funds to the Administrative Agent at its principal office in New York City, New York or at such other address as the Administrative Agent may designate in writing. The amount of the requested 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 requested Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make 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 any Loan that such Lender does not intend to make available to the Administrative Agent its portion Pro Rata Share of the Loans principal amount of each Loan under the relevant Credit Facility prior to 2:00 p.m. (Toronto time) on the date of the extension of credit. The Administrative Agent shall, upon fulfilment by the Borrower of the terms and conditions set forth in Article 12 and unless otherwise irrevocably authorized and directed in the Drawdown Notice, in respect of any Credit Facility, make such funds available to the Borrower on the date of the extension of credit by crediting the relevant Designated Account (or causing such account to be made on credited). Unless the Administrative Agent has been notified by a relevant Lender at least one Banking Day prior to the date of the extension of credit that such dateLender will not make available to the Administrative Agent its Pro Rata Share of such Loan, the Administrative Agent may assume that such Lender has made such amount portion of the Loan available to the Administrative Agent on the date of such Loans, the extension of credit in accordance with the provisions hereof 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 Borrower on such date a corresponding amount. If the Administrative Agent has made such corresponding amount is assumption, to the extent such Lender shall not in fact have so made its Pro Rata Share of the Loan available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not agrees to 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 , forthwith on demand, such Lender’s Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Administrative Agent shall also be entitled to recover from such Lender or in connection therewith together with interest thereon at the Borrowers, as the case may be, interest on such corresponding amount in respect of then prevailing interbank rate for each day from the date such corresponding amount was is made available to the Borrower until the date such amount is paid or repaid to the Administrative Agent; provided, however, that notwithstanding such obligation, if such Lender fails so to pay, the Borrower shall, without prejudice to any rights that the Borrower might have against such Lender, repay such amount to the Administrative Agent forthwith after demand therefor by the Administrative Agent. The amount payable by each Lender to the Administrative Agent pursuant hereto shall be set forth in a certificate delivered by the Administrative Agent to such Lender and the Borrowers Borrower (which certificate shall contain reasonable details of how the amount payable is calculated) and shall constitute prima facie evidence of such amount payable. If such Lender makes the payment to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal required herein, the amount so paid shall constitute such Lender’s Pro Rata Share of the Loan for purposes of this agreement and shall entitle the Lender to (i) from all rights and remedies against the Borrowers at the applicable rate for Borrower in respect of such Loan pursuant to the Notice of Borrowing and (ii) from such Lender at the Federal Funds RateLoan.

Funding of Loans. Upon receipt of the a Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender shall make its Revolving Loan Commitment Percentage of the requested borrowing of Revolving Loans available to the Administrative Agent by in Same Day Funds at the Agency Services Address for the applicable currency not later than 1:00 p.m. p.m., Local Time, in each case on the date Business Day specified in the Notice of Borrowing by deposit, in Dollars, of immediately available funds to the Administrative Agent at its principal office in New York City, New York or at such other address as the Administrative Agent may designate in writingBorrowing. The amount of the requested Revolving 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 in writing, to the extent the amount of such requested Revolving Loans are made available to the Administrative Agent. 44 [[5731659]] No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make Revolving Loans hereunder; provided, however, that the failure of any Lender to fulfill its 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 any such Revolving Loan that such Lender does not intend to make available to the Administrative Agent its portion of the Revolving Loans to be made on such date, the Administrative Agent may assume that such Lender Xxxxxx has made such amount available to the Administrative Agent on the date of such Revolving Loans, 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 Xxxxxx’s portion of the Revolving 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 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 applicable rate for such Revolving Loan pursuant to the Notice of Borrowing and or (ii) from such Lender Lender, at the Federal Funds RateOvernight Rate plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing.

Funding of Loans. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender shall make its Commitment Percentage of the requested Loans available to the Administrative Agent by 1:00 p.m. on the date specified in the Notice of Borrowing by deposit, in Dollars, of immediately available funds to the Administrative Agent at its principal office in New York City, New York or at such other address as the Administrative Agent may designate in writing. The amount of the requested 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 requested Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make 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 any Loan that such Lender does not intend to make available to the Administrative Agent its portion Pro Rata Share of the Loans principal amount of each Loan under the Credit Facility prior to 11:00 a.m. (Toronto time) on the date of the extension of credit. The Administrative Agent shall, upon fulfilment by the Borrower of the terms and conditions set forth in Article 12 and unless otherwise irrevocably authorized and directed in the Drawdown Notice, make such funds available to the Borrower on the date of the extension of credit by crediting the Designated Account (or causing such account to be made on credited). Unless the Administrative Agent has been notified by a Lender at least one Banking Day prior to the date of the extension of credit that such dateLender will not make available to the Administrative Agent its Pro Rata Share of such Loan, the Administrative Agent may assume that such Lender has made such amount portion of the Loan available to the Administrative Agent on the date of such Loans, the extension of credit in accordance with the provisions hereof 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 Borrower on such date a corresponding amount. If the Administrative Agent has made such corresponding amount is assumption, to the extent such Lender shall not in fact have so made its Pro Rata Share of the Loan available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not agrees to 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 , forthwith on demand, such Lender’s Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Administrative Agent shall also be entitled to recover from such Lender or in connection therewith together with interest thereon at the Borrowers, as the case may be, interest on such corresponding amount in respect of then prevailing interbank rate for each day from the date such corresponding amount was is made available to the Borrower until the date such amount is paid or repaid to the Administrative Agent; provided, however, that notwithstanding such obligation, if such Lender fails so to pay, the Borrower shall, Amended and Restated Credit Agreement without prejudice to any rights that the Borrower might have against such Lender, repay such amount to the Administrative Agent forthwith after demand therefor by the Administrative Agent. The amount payable by each Lender to the Administrative Agent pursuant hereto shall be set forth in a certificate delivered by the Administrative Agent to such Lender and the Borrowers Borrower (which certificate shall contain reasonable details of how the amount payable is calculated) and shall constitute prima facie evidence of such amount payable. If such Lender makes the payment to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal required herein, the amount so paid shall constitute such Lender’s Pro Rata Share of the Loan for purposes of this agreement and shall entitle the Lender to (i) from all rights and remedies against the Borrowers at the applicable rate for Borrower in respect of such Loan pursuant to the Notice of Borrowing and (ii) from such Lender at the Federal Funds RateLoan.

Funding of Loans. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender shall make its Commitment Percentage of the requested Loans available to the Administrative Agent by 1:00 p.m. on the date specified in the Notice of Borrowing by deposit, in Dollars, of immediately available funds to the Administrative Agent at its principal office in New York City, New York or at such other address as the Administrative Agent may designate in writing. The amount of the requested 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 requested Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make 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 any Loan that such Lender does not intend to make available to the Administrative Agent its portion Pro Rata Share of the Loans principal amount of each Loan prior to 11:00 a.m. (Toronto time) on the date of the extension of credit. The Administrative Agent shall, upon fulfilment by the Borrower of the terms and conditions set forth in Article 12 and unless otherwise irrevocably authorized and directed in the Drawdown Notice, make such funds available to the Borrower on the date of the extension of credit by crediting the relevant Designated Account (or causing such account to be made on credited). Unless the Administrative Agent has been notified by a Lender at least one Banking Day prior to the date of the extension of credit that such dateLender will not make available to the Administrative Agent its Pro Rata Share of such Loan, the Administrative Agent may assume that such Lender has made such amount portion of the Loan available to the Administrative Agent on the date of such Loans, the extension of credit in accordance with the provisions hereof 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 Borrower on such date a corresponding amount. If the Administrative Agent has made such corresponding amount is assumption, to the extent such Lender shall not in fact have so made its Pro Rata Share of the Loan available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not agrees to 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 , forthwith on demand, such Lender’s Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Administrative Agent shall also be entitled to recover from such Lender or in connection therewith together with interest thereon at the Borrowers, as the case may be, interest on such corresponding amount in respect of then prevailing interbank rate for each day from the date such corresponding amount was is made available to the Borrower until the date such amount is paid or repaid to the Administrative Agent; provided, however, that notwithstanding such obligation, if such Lender fails so to pay, the Borrower shall, without prejudice to any rights that the Borrower might have against such Lender, repay such amount to the Administrative Agent forthwith after demand therefor by the Administrative Agent. The amount payable by each Lender to the Administrative Agent pursuant hereto shall be set forth in a certificate delivered by the Administrative Agent to such Lender and the Borrowers Borrower (which certificate shall contain reasonable details of how the amount payable is calculated) and shall constitute prima facie evidence of such amount payable. If such Lender makes the payment to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal required herein, the amount so paid shall constitute such Lender’s Pro Rata Share of the Loan for purposes of this agreement and shall entitle the Lender to (i) from all rights and remedies against the Borrowers at the applicable rate for Borrower in respect of such Loan pursuant to the Notice of Borrowing and (ii) from such Lender at the Federal Funds Rate.Loan. Credit Agreement - Primero Mining

Funding of Loans. Upon receipt Not later than (a) 1:00 P.M. (New York City time) on the date of each Base Rate Borrowing and (b) 12:00 Noon (New York City time) on the Notice date of each Term SOFR Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each each Lender shall make available its Commitment Percentage ratable share of the requested Loans available to the Administrative Agent by 1:00 p.m. on the date specified in the Notice of Borrowing by depositsuch Borrowing, in Dollars, of Federal or other funds immediately available funds in New York City, to the Administrative Agent at its principal office address referred to in New York City, New York or at such other address as Section 9.01. Unless the Administrative Agent may designate determines that any applicable condition specified in writing. The amount Article IV has not been satisfied, the Administrative Agent shall apply any funds so received in respect of the requested Loans will then be made a Borrowing available to the Borrowers by Borrower at the Administrative Agent’s address not later than (a) 3:00 P.M. (New York City time) on the date of each Base Rate Borrowing and (b) 2:00 P.M. (New York City time) on the date of each Term SOFR Borrowing. (c) Funding By the Administrative Agent by crediting in Anticipation of Amounts Due from the account of the Borrowers on the books of such office of the Administrative Agent, to the extent the amount of such requested Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make Loans hereunder; provided, however, that the failure of any Lender to fulfill its obligations hereunder shall not relieve any other Lender of its obligations hereunderLenders. Unless the Administrative Agent shall have been notified by any received notice from a Lender prior to the date of any Loan Borrowing (except in the case of a Base Rate Borrowing, in which case prior to the time of such Borrowing) that such Lender does will not intend to make available to the Administrative Agent its portion such Xxxxxx’s share of the Loans to be made on such dateBorrowing, the Administrative Agent may assume that such Lender has made such amount share available to the Administrative Agent on the date of such LoansBorrowing 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 Borrower on such date a corresponding amount. If and to the extent that such corresponding amount is Lender shall not in fact have so made such share available to the Administrative Agent, such Lender and the Borrower 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 thereforamount, 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, together with interest on such corresponding amount in respect of thereon for each day from the date such corresponding amount was is made available by the Administrative Agent to the Borrowers to Borrower until the date such corresponding amount is recovered by repaid to the Administrative Agent at a per annum rate equal to (i) from a rate per annum equal to the Borrowers at higher of the Federal Funds Rate and the interest rate applicable rate for such Loan thereto pursuant to Section 2.06, in the Notice case of Borrowing the Borrower, and (ii) from such Lender at the Federal Funds Rate., in the case of such Lender. Any payment by the Borrower hereunder shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make its share of a Borrowing available to the Administrative Agent. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Loan included in such Borrowing for purposes of this Agreement. (d)

Funding of Loans. Upon receipt As provided in the HSBC TFS Letter, HSBC TFS shall notify the Lender of the Notice aggregate amount of Borrowingthe Purchase Price for the Participation Interests to be purchased by the Borrower under the Participation Agreement on any Business Day at the same time as HSBC TFS notifies the Borrower of such amount, the Administrative Agent shall promptly inform the Lenders as but in any event not later than 9:30 a.m. New York City time on such Business Day. Subject to the terms thereof. Each and conditions of this Agreement, the Lender shall make its Commitment Percentage of the requested Loans available to the Administrative Agent by 1:00 p.m. on the date specified a Loan in the Notice amount so notified in respect of Borrowing each Business Day by deposit, in Dollars, wire transfer of immediately available funds to the Administrative Agent at its principal office in New York Cityor as instructed by HSBC TFS by 4:30 p.m., New York City time, on such Business Day; provided, that if the Borrower shall notify the Lender and HSBC TFS not later than one hour after the notification by HSBC TFS referred to in the preceding sentence that the Borrower does not wish to borrow all or at some of the amount so notified by HSBC TFS, then the Lender shall make a Loan in such other address as lesser amount, if any, specified in such notice of the Administrative Agent may designate in writingBorrower. The amount of Borrower hereby irrevocably (i) authorizes and instructs the requested 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 requested Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make Loans hereunder; provided, however, that by transfer of Loan proceeds directly to or as instructed by HSBC TFS as provided in 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 any Loan that such Lender does not intend to make available to the Administrative Agent its portion of the Loans to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on the date 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 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 applicable rate for such Loan pursuant to the Notice of Borrowing preceding sentence and (ii) acknowledges and agrees that Loans will not be disbursed in any other manner or for any other purpose than to fund the purchase by the Borrower of Participation Interests in HSBC RALs under the Participation Agreement. Notices under this Section 2.3 shall be made by telephone discussion with a representative of the Person being notified (and not by voicemail or other form of recorded message) and promptly confirmed by fax. Absent manifest error, the Lender shall be entitled to rely without further inquiry on notices and information received from such Lender at HSBC TFS or the Federal Funds Rate.Borrower as contemplated in this Section 2.3

Funding of Loans. Upon receipt Not later than (a) 1:00 P.M. (New York City time) on the date of each Base Rate Borrowing and (b) 12:00 Noon (New York City time) on the Notice date of each Term SOFR Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each each Lender shall make available its Commitment Percentage ratable share of the requested Loans available to the Administrative Agent by 1:00 p.m. on the date specified in the Notice of Borrowing by depositsuch Borrowing, in Dollars, of Federal or other funds immediately available funds in New York City, to the Administrative Agent at its principal office address referred to in New York City, New York or at such other address as Section 9.01. Unless the Administrative Agent may designate determines that any applicable condition specified in writing. The amount Article IV has not been satisfied, the Administrative Agent shall apply any funds so received in respect of the requested Loans will then be made a Borrowing available to the Borrowers by Borrower at the Administrative Agent’s address not later than (a) 3:00 P.M. (New York City time) on the date of each Base Rate Borrowing and (b) 2:00 P.M. (New York City time) on the date of each Term SOFR Borrowing. (c) Funding By the Administrative Agent by crediting in Anticipation of Amounts Due from the account of the Borrowers on the books of such office of the Administrative Agent, to the extent the amount of such requested Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make Loans hereunder; provided, however, that the failure of any Lender to fulfill its obligations hereunder shall not relieve any other Lender of its obligations hereunderLenders. Unless the Administrative Agent shall have been notified by any received notice from a Lender prior to the date of any Loan Borrowing (except in the case of a Base Rate Borrowing, in which case prior to the time of such Borrowing) that such Lender does will not intend to make available to the Administrative Agent its portion such Lender’s share of the Loans to be made on such dateBorrowing, the Administrative Agent may assume that such Lender has made such amount share available to the Administrative Agent on the date of such LoansBorrowing 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 Borrower on such date a corresponding amount. If and to the extent that such corresponding amount is Lender shall not in fact have so made such share available to the Administrative Agent, such Lender and the Borrower 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 thereforamount, 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, together with interest on such corresponding amount in respect of thereon for each day from the date such corresponding amount was is made available by the Administrative Agent to the Borrowers to Borrower until the date such corresponding amount is recovered by repaid to the Administrative Agent at a per annum rate equal to (i) from a rate per annum equal to the Borrowers at higher of the Federal Funds Rate and the interest rate applicable rate for such Loan thereto pursuant to Section 2.06, in the Notice case of Borrowing the Borrower, and (ii) from such Lender at the Federal Funds Rate, in the case of such Lender. Any payment by the Borrower hereunder shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make its share of a Borrowing available to the Administrative Agent. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Loan included in such Borrowing for purposes of this Agreement.

Funding of Loans. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as Subject to the terms thereof. Each and conditions hereof, each Lender shall make its Commitment Percentage of the requested Loans available to the Administrative Agent by 1:00 p.m. on the date specified in the Notice of Borrowing by deposit, in Dollars, of immediately available funds to the Administrative Agent at its principal office in New York City, New York or at such other address as the Administrative Agent may designate in writing. The amount of the requested 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 requested Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make 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 any Loan that such Lender does not intend to make available to the Administrative Agent its portion Pro Rata Share of the Loans principal amount of each Loan under the Credit Facility prior to 12:00 p.m. (Toronto time) on the date of the extension of credit. The Administrative Agent shall, upon fulfilment by the Borrower of the terms and conditions set forth in Article 12 and unless otherwise irrevocably authorized and directed in the Drawdown Notice, make such funds available to the Borrower on the date of the extension of credit by crediting the Designated Account (or causing such account to be made on credited). Unless the Administrative Agent has been notified by a Lender at least one Banking Day prior to the date of the extension of credit that such dateLender will not make available to the Administrative Agent its Pro Rata Share of such Loan, the Administrative Agent may assume that such Lender has made such amount portion of the Loan available to the Administrative Agent on the date of such Loans, the extension of credit in accordance with the provisions hereof 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 Borrower on such date a corresponding amount. If the Administrative Agent has made such corresponding amount is assumption, to the extent such Lender shall not in fact have so made its Pro Rata Share of the Loan available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not agrees to 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 , forthwith on demand, such Lender’s Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Administrative Agent shall also be entitled to recover from such Lender or in connection therewith together with interest thereon at the Borrowers, as the case may be, interest on such corresponding amount in respect of then prevailing interbank rate for each day from the date such corresponding amount was is made available to the Borrower until the date such amount is paid or repaid to the Administrative Agent; provided, however, that notwithstanding such obligation, if such Lender fails so to pay, the Borrower shall, without prejudice to any rights that the Borrower might have against such Lender, repay such amount to the Administrative Agent forthwith after demand therefor by the Administrative Agent. The amount payable by each Lender to the Administrative Agent pursuant hereto shall be set forth in a certificate delivered by the Administrative Agent to such Lender and the Borrowers Borrower (which certificate shall contain reasonable details of how the amount payable is calculated) and shall constitute prima facie evidence of such amount payable. If such Lender makes the payment to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal required herein, the amount so paid shall constitute such Lender’s Pro Rata Share of the Loan for purposes of this agreement and shall entitle the Lender to (i) from all rights and remedies against the Borrowers at the applicable rate for Borrower in respect of such Loan pursuant to the Notice of Borrowing Loan. Amended and (ii) from such Lender at the Federal Funds Rate.Restated Credit Agreement

Funding of Loans. Upon receipt of the Notice of BorrowingExcept as contemplated in Section 3.1, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each each Lender shall make its Commitment Percentage of the requested Loans available to the Administrative Agent by 1:00 p.m. its Pro Rata Share of the principal amount of each Loan under a Credit Facility prior to 11:00 a.m. (Toronto time) on the date specified of the extension of credit. The Agent shall, upon fulfilment by the Borrower of the terms and conditions set forth in Article 9 and unless otherwise irrevocably authorized and directed in the Notice of Borrowing by depositDrawdown Notice, in Dollars, of immediately available make such funds to the Administrative Agent at its principal office in New York City, New York or at such other address as the Administrative Agent may designate in writing. The amount of the requested Loans will then be made available to the Borrowers by Borrower on the Administrative Agent date of the extension of credit by crediting the account of the Borrowers on Borrower designated by the books of such office of the Administrative Agent, Borrower to the extent the amount of such requested Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender Agent in its obligation to make Loans hereunder; provided, however, that the failure of any Lender to fulfill its obligations hereunder shall not relieve any other Lender of its obligations hereunderwriting. Unless the Administrative Agent shall have has been notified by any a Lender at least one Banking Day prior to the date of any Loan the extension of credit that such Lender does will not intend to make available to the Administrative Agent its portion Pro Rata Share of the Loans to be made on such dateLoan, the Administrative Agent may assume that such Lender has made such amount portion of the Loan available to the Administrative Agent on the date of such Loans, the extension of credit in accordance with the provisions hereof 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 Borrower on such date a corresponding amount. If the Agent has made such corresponding amount is assumption, to the extent such Lender shall not in fact have so made its Pro Rata Share of the Loan available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent shall be able to recover such corresponding amount from Agent, forthwith on demand, such Lender. If such Lender does not pay such corresponding amount forthwith upon ’s Pro Rata Share of the Administrative Agent’s demand therefor, Loan and all reasonable costs and expenses incurred by the Administrative Agent will promptly notify in connection therewith together with interest thereon at the Borrowers, and the Borrowers shall immediately pay such corresponding amount rate applicable to the Administrative Agent. The Administrative Agent shall also be entitled to recover from such Lender or the BorrowersStandby Line Facility, as the case may be, interest on such corresponding amount calculated in respect of accordance with Section 4.1 for each day from the date such corresponding amount was is made available by the Administrative Agent to the Borrowers to Borrower until the date such corresponding amount is recovered paid or repaid to the Agent; provided, however, that notwithstanding such obligation, if such Lender fails so to pay, the Borrower shall, without prejudice to any rights that the Borrower might have against such Lender, repay such amount to the Agent forthwith after demand therefor by the Administrative Agent at a per annum rate equal to (i) from the Borrowers at the applicable rate for such Loan pursuant Agent. The amount payable by each Lender to the Notice of Borrowing and (ii) from Agent pursuant hereto shall be set forth in a certificate delivered by the Agent to such Lender at and the Federal Funds RateBorrower (which certificate shall contain reasonable details of how the amount payable is calculated) and shall constitute prima facie evidence of such amount payable. If such Lender makes the payment to the Agent required herein, the amount so paid shall constitute such Lender’s Pro Rata Share of the Loan for purposes of this Agreement and shall entitle the Lender to all rights and remedies against the Borrower in respect of such Loan.

Funding of Loans. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender shall make its Commitment Percentage of the requested Loans available to the Administrative Agent by 1:00 p.m. on the date specified in the Notice of Borrowing by deposit, in Dollars, of immediately available funds to the Administrative Agent at its principal office in New York City, New York or at such other address as the Administrative Agent may designate in writing. The amount of the requested 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 requested Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make 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 any Loan that such Lender does not intend to make available to the Administrative Agent its portion Pro Rata Share of the Loans principal amount of each Loan under the relevant Credit Facility prior to 2:00 p.m. (Toronto time) on the date of the extension of credit. The Administrative Agent shall, upon fulfilment by the Borrower of the terms and conditions set forth in Article 12 and unless otherwise irrevocably authorized and directed in the Drawdown Notice, in respect of either Credit Facility, make such funds available to the Borrower on the date of the extension of credit by crediting the relevant Designated Account (or causing such account to be made on credited). Unless the Administrative Agent has been notified by a Lender at least one Banking Day prior to the date of the extension of credit that such dateLender will not make available to the Administrative Agent its Pro Rata Share of such Loan, the Administrative Agent may assume that such Lender has made such amount portion of the Loan available to the Administrative Agent on the date of such Loans, the extension of credit in accordance with the provisions hereof 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 Borrower on such date a corresponding amount. If the Administrative Agent has made such corresponding amount is assumption, to the extent such Lender shall not in fact have so made its Pro Rata Share of the Loan available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not agrees to 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 , forthwith on demand, such Lender’s Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Administrative Agent shall also be entitled to recover from such Lender or in connection therewith together with interest thereon at the Borrowers, as the case may be, interest on such corresponding amount in respect of then prevailing interbank rate for each day from the date such corresponding amount was is made available to the Borrower until the date such amount is paid or repaid to the Administrative Agent; provided, however, that notwithstanding such obligation, if such Lender fails so to pay, the Borrower shall, without prejudice to any rights that the Borrower might have against such Lender, repay such amount to the Administrative Agent forthwith after demand therefor by the Administrative Agent. The amount payable by each Lender to the Administrative Agent pursuant hereto shall be set forth in a certificate delivered by the Administrative Agent to such Lender and the Borrowers Borrower (which certificate shall contain reasonable details of how the amount payable is calculated) and shall constitute prima facie evidence of such amount payable. If such Lender makes the payment to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal required herein, the amount so paid shall constitute such Lender’s Pro Rata Share of the Loan for purposes of this agreement and shall entitle the Lender to (i) from all rights and remedies against the Borrowers at the applicable rate for Borrower in respect of such Loan pursuant to the Notice of Borrowing and (ii) from such Lender at the Federal Funds RateLoan.

Funding of Loans. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender shall make its Commitment Percentage of the requested Loans available to the Administrative Agent by 1:00 p.m. on the date specified in the Notice of Borrowing by deposit, in Dollars, of immediately available funds to the Administrative Agent at its principal office in New York City, New York or at such other address as the Administrative Agent may designate in writing. The amount of the requested 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 requested Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make 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 any Loan that such Lender does not intend to make available to the Administrative Agent its portion Pro Rata Share of the Loans principal amount of each Loan prior to 11:00 a.m. (Toronto time) on the date of the extension of credit. The Administrative Agent shall, upon fulfilment by the Borrowers of the terms and conditions set forth in Article 12 and unless otherwise irrevocably authorized and directed in the Drawdown Notice, make such funds available to the Borrowers on the date of the extension of credit by crediting the relevant Designated Account (or causing such account to be made on credited). Unless the Administrative Agent has been notified by a Lender at least one Banking Day prior to the date of the extension of credit that such dateLender will not make available to the Administrative Agent its Pro Rata Share of such Loan, the Administrative Agent may assume that such Lender Xxxxxx has made such amount portion of the Loan available to the Administrative Agent on the date of such Loans, the extension of credit in accordance with the provisions hereof 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 on such date a corresponding amount. If the Administrative Agent has made such corresponding amount is assumption, to the extent such Lender shall not in fact have so made its Pro Rata Share of the Loan available to the Administrative Agent, the Administrative Agent shall be able such Xxxxxx agrees 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 , forthwith on demand, such Xxxxxx’s Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Administrative Agent shall also be entitled to recover from such Lender or in connection therewith together with interest thereon at the Borrowers, as the case may be, interest on such corresponding amount in respect of then prevailing interbank rate for each day from the date such corresponding amount was is made available to the Borrowers until the date such amount is paid or repaid to the Administrative Agent; provided, however, that notwithstanding such obligation, if such Lender fails so to pay, the Borrowers shall, without prejudice to any rights that the Borrowers might have against such Lender, repay such amount to the Administrative Agent forthwith after demand therefor by the Administrative Agent. The amount payable by each Lender to the Administrative Agent pursuant hereto shall be set forth in a certificate delivered by the Administrative Agent to such Lender and the Borrowers (which certificate shall contain reasonable details of how the amount payable is calculated) and shall constitute prima facie evidence of such amount payable. If such Lender makes the payment to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal required herein, the amount so paid shall constitute such Lender’s Pro Rata Share of the Loan for purposes of this agreement and shall entitle the Lender to (i) from all rights and remedies against the Borrowers at the applicable rate for in respect of such Loan pursuant to the Notice of Borrowing and (ii) from such Lender at the Federal Funds RateLoan.

Funding of Loans. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender shall make its Commitment Percentage of the requested Loans available to the Administrative Agent by 1:00 p.m. on the date specified in the Notice of Borrowing by deposit, in Dollars, of immediately available funds to the Administrative Agent at its principal office in New York City, New York or at such other address as the Administrative Agent may designate in writing. The amount of the requested 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 requested Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make 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 any Loan that such Lender does not intend to make available to the Administrative Agent its portion Pro Rata Share of the Loans principal amount of each Loan prior to 11:00 a.m. (Toronto time) on the date of the extension of credit. The Administrative Agent shall, upon fulfilment by the Borrower of the terms and conditions set forth in Article 12 and unless otherwise irrevocably authorized and directed in the Drawdown Notice, make such funds available to the Borrower on the date of the extension of credit by crediting the relevant Designated Account (or causing such account to be made on credited). Unless the Administrative Agent has been notified by a Lender at least one Banking Day prior to the date of the extension of credit that such dateLender will not make available to the Administrative Agent its Pro Rata Share of such Loan, the Administrative Agent may assume that such Lender Xxxxxx has made such amount portion of the Loan available to the Administrative Agent on the date of such Loans, the extension of credit in accordance with the provisions hereof 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 Borrower on such date a corresponding amount. If the Administrative Agent has made such corresponding amount is assumption, to the extent such Lender shall not in fact have so made its Pro Rata Share of the Loan available to the Administrative Agent, the Administrative Agent shall be able such Xxxxxx agrees 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 , forthwith on demand, such Xxxxxx’s Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Administrative Agent shall also be entitled to recover from such Lender or in connection therewith together with interest thereon at the Borrowers, as the case may be, interest on such corresponding amount in respect of then prevailing interbank rate for each day from the date such corresponding amount was is made available to the Borrower until the date such amount is paid or repaid to the Administrative Agent; provided, however, that notwithstanding such obligation, if such Lender fails so to pay, the Borrower shall, without prejudice to any rights that the Borrower might have against such Xxxxxx, repay such amount to the Administrative Agent forthwith after demand therefor by the Administrative Agent. The amount payable by each Lender to the Administrative Agent pursuant hereto shall be set forth in a certificate delivered by the Administrative Agent to such Lender and the Borrowers Borrower (which certificate shall contain reasonable details of how the amount payable is calculated) and shall constitute prima facie evidence of such amount payable. If such Lender makes the payment to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal required herein, the amount so paid shall constitute such Lender’s Pro Rata Share of the Loan for purposes of this agreement and shall entitle the Lender to (i) from all rights and remedies against the Borrowers at the applicable rate for Borrower in respect of such Loan pursuant to the Notice of Borrowing and (ii) from such Lender at the Federal Funds RateLoan.

Funding of Loans. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender shall make its Commitment Percentage of the requested Loans available to the Administrative Agent by 1:00 p.m. on the date specified in the Notice of Borrowing by deposit, in Dollars, of immediately available funds to the Administrative Agent at its principal office in New York City, New York or at such other address as the Administrative Agent may designate in writing. The amount of the requested 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 requested Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make 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 any Loan that such Lender does not intend to make available to the Administrative Agent its portion Pro Rata Share of the Loans principal amount of each Loan under the relevant Credit Facility prior to 11:00 a.m. (Toronto time) on the date of the extension of credit. The Administrative Agent shall, upon fulfilment by the relevant Borrower of the terms and conditions set forth in Article 12 and unless otherwise irrevocably authorized and directed in the Drawdown Notice, in respect of either Credit Facility, make such funds available to such Borrower on the date of the extension of credit by crediting the relevant Designated Account (or causing such account to be made on credited). Unless the Administrative Agent has been notified by a Lender at least one Banking Day prior to the date of the extension of credit that such dateLender will not make available to the Administrative Agent its Pro Rata Share of such Loan, the Administrative Agent may assume that such Lender has made such amount portion of the Loan available to the Administrative Agent on the date of such Loans, the extension of credit in accordance with the provisions hereof 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 relevant Borrower on such date a corresponding amount. If the Administrative Agent has made such corresponding amount is assumption, to the extent such Lender shall not in fact have so made its Pro Rata Share of the Loan available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not agrees to 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 , forthwith on demand, such Lender's Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Administrative Agent shall also be entitled to recover from such Lender or in connection therewith together with interest thereon at the Borrowers, as the case may be, interest on such corresponding amount in respect of then prevailing interbank rate for each day from the date such corresponding amount was is made available to the relevant Borrower until the date such amount is paid or repaid to the Administrative Agent; provided, however, that notwithstanding such obligation, if such Lender fails so to pay, the relevant Borrower shall, without prejudice to any rights that such Borrower might have against such Lender, repay such amount to the Administrative Agent forthwith after demand therefor by the Administrative Agent. The amount payable by each Lender to the Administrative Agent pursuant hereto shall be set forth in a certificate delivered by the Administrative Agent to such Lender and the Borrowers relevant Borrower (which certificate shall contain reasonable details of how the amount payable is calculated) and shall constitute PRIMA FACIE evidence of such amount payable. If such Lender makes the payment to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal required herein, the amount so paid shall constitute such Lender's Pro Rata Share of the Loan for purposes of this agreement and shall entitle the Lender to (i) from all rights and remedies against the Borrowers at the applicable rate for relevant Borrower in respect of such Loan pursuant to the Notice of Borrowing and (ii) from such Lender at the Federal Funds RateLoan.

Funding of Loans. Upon receipt of the a Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each such Lender shall make its Commitment Percentage of the requested Loans available to the Administrative Agent by 1:00 p.m. on the date specified in the Notice of Borrowing by deposit, in Dollars, of immediately available funds to at the Administrative Agent at its principal office in New York City, New York or at such other address as the Administrative Agent may designate in writingAgency Services Address. The amount of the 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 requested Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make 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 1:00 p.m. on the date specified in the Notice of any Loan Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Loans to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on the date of such Loans, and the Administrative Agent 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 (ia) from the Borrowers Borrower at the applicable rate for such Loan pursuant to the Notice of Borrowing and (iib) from such a Lender at the Federal Funds Rate.

Funding of Loans. Upon receipt On the date of the Notice of each Borrowing, the Administrative Agent shall promptly inform the Lenders as each Lender participating therein shall: (i) if such Borrowing is to the terms thereof. Each Lender shall make its Commitment Percentage of the requested Loans available to the Administrative Agent by 1:00 p.m. on the date specified in the Notice of Borrowing by deposit, be made in Dollars, make available its share of such Borrowing in Dollars not later than 2:00 P.M., in Federal or other funds immediately available funds available, to the Administrative Agent at the Administrative Agent's Office; or (ii) if such Borrowing is to be made in an Alternative Currency, make available its principal office share of such Borrowing in New York City, New York or at such other address Alternative Currency (in such funds as may then be customary for the settlement of international transactions in such Alternative Currency) to the account of the Administrative Agent may designate in writing. The amount of the requested Loans will then be made available to the Borrowers at such time and place as shall have been notified by the Administrative Agent to the Lenders by crediting at least two Business Days' notice. Unless the account of Administrative Agent determines that any applicable condition specified in Article IV has not been satisfied, the Borrowers on Administrative Agent will make the books of such office of funds so received from the Lenders available to the Borrower at the Administrative Agent, to the extent the amount of such requested Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make Loans hereunder's Office; provided, however, that if on the failure date of any Syndicated Borrowing denominated in Dollars there are outstanding Swingline Loans or LC Disbursements, then the funds so received shall be applied, first, to the payment of such LC Disbursements, second, to the repayment of such Swingline Loans and third, to Caxxxxxxx xs provided above. Not later than 3:00 P.M. on the date of each Swingline Borrowing, the Swingline Lender to fulfill its obligations hereunder shall not relieve any other Lender of its obligations hereunder. Unless shall, unless the Administrative Agent shall have notified the Swingline Lender that any applicable condition specified in Article IV has not been notified by any Lender prior satisfied, make available the amount of such Swingline Borrowing, in Federal or other immediately available funds, to the date of any Loan that such Lender does not intend to make available to the Administrative Agent its portion of the Loans to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on the date 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 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 Borrower at the applicable rate for such Loan pursuant Swingline Lender's address referred to the Notice of Borrowing and (ii) from such Lender at the Federal Funds Ratein Section 11.02.

Funding of Loans. Upon receipt of the a Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each such Lender shall make its Commitment Percentage of the requested Loans available to the Administrative Agent by 1:00 2:00 p.m. (Charlotte, North Carolina time) on the date specified in the Notice of Borrowing by deposit, in Dollars, of immediately available funds to at the Administrative principal offices of the Agent at its principal office in New York CityCharlotte, New York North Carolina or at such other address as the Administrative Agent may designate in writing. The amount of the 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 requested Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make 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 any such Loan that such Lender does not intend to make available to the Administrative Agent its portion of the Loans to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on the date 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 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 applicable rate for such Loan pursuant to the Notice of Borrowing and (ii) from such a Lender at the Federal Funds Rate.

Funding of Loans. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each relevant Lender shall make its Commitment Percentage of the requested Loans available to the Administrative Agent by 1:00 p.m. on the date specified in the Notice of Borrowing by deposit, in Dollars, of immediately available funds to the Administrative Agent at its principal office in New York City, New York or at such other address as the Administrative Agent may designate in writing. The amount of the requested 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 requested Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make 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 any Loan that such Lender does not intend to make available to the Administrative Agent its portion Pro Rata Share of the Loans principal amount of each Revolving Loan prior to be made 2:00 p.m. (Toronto time) on the date of the extension of credit, being the date for an extension of credit requested by the Borrower pursuant to the notice from Borrower delivered to the Administrative Agent, subject to the notice requirements contained hereunder (the “Advance Date”). The Administrative Agent shall, upon fulfilment by the Borrower of the applicable terms and conditions set forth in Section 6, make such datefunds available to the Borrower on the Advance Date by transfer to the credit of the Borrower’s designated account. Unless the Administrative Agent has been notified by a Lender at least one (1) Business Day prior to the Advance Date that such Lender will not make available to the Administrative Agent its Pro Rata Share of such Revolving Loan, the Administrative Agent may assume that such Lender has made such amount portion of the Revolving Loan available to the Administrative Agent on the date of such Loans, Advance Date in accordance with the provisions hereof 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 Borrower on such date a corresponding amount. If the Administrative Agent has made such corresponding amount is assumption, to the extent such Lender shall not in fact have so made its Pro Rata Share of the Revolving Loan available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not agrees to 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 , forthwith on demand, such Lender’s Pro Rata Share of the Revolving Loan and all reasonable costs and expenses incurred by the Administrative Agent shall also be entitled to recover from such Lender or in connection therewith together with interest thereon at the Borrowers, as the case may be, interest on such corresponding amount in respect of BA Rate for each day from the date such corresponding amount was is made available to the Borrower until the date such amount is paid or repaid to the Administrative Agent; provided, however, that notwithstanding such obligation, if such Lender fails so to pay, the Borrower shall, without prejudice to any rights that the Borrower might have against such Lender, repay such amount to the Administrative Agent forthwith after demand therefor by the Administrative Agent. The amount payable by each Lender to the Administrative Agent pursuant hereto shall be set forth in a certificate delivered by the Administrative Agent to such Lender and the Borrowers Borrower (which certificate shall contain reasonable details of how the amount payable is calculated) and shall constitute prima facie evidence of such amount payable. If such Lender makes the payment to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal required herein, the amount so paid shall constitute such Lender’s Pro Rata Share of the Revolving Loan for purposes of this Agreement and shall entitle the Lender to (i) from the Borrowers at the applicable rate for all rights and remedies against Borrower in respect of such Loan pursuant to the Notice of Borrowing and (ii) from such Lender at the Federal Funds RateRevolving Loan.

Funding of Loans. Upon receipt Not later than (a) 1:00 P.M. (New York City time) on the date of each Base Rate Borrowing and (b) 12:00 Noon (New York City time) on the Notice date of each Euro-Dollar Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each each Lender shall make available its Commitment Percentage ratable share of the requested Loans available to the Administrative Agent by 1:00 p.m. on the date specified in the Notice of Borrowing by depositsuch Borrowing, in Dollars, of Federal or other funds immediately available funds in New York City, to the Administrative Agent at its principal office address referred to in New York City, New York or at such other address as Section 9.01. Unless the Administrative Agent may designate determines that any applicable condition specified in writing. The amount Article IV has not been satisfied, the Administrative Agent shall apply any funds so received in respect of the requested Loans will then be made a Borrowing available to the Borrowers by Borrower at the Administrative Agent’s address not later than (a) 3:00 P.M. (New York City time) on the date of each Base Rate Borrowing and (b) 2:00 P.M. (New York City time) on the date of each Euro- Dollar Borrowing. (c) Funding By the Administrative Agent by crediting in Anticipation of Amounts Due from the account of the Borrowers on the books of such office of the Administrative Agent, to the extent the amount of such requested Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make Loans hereunder; provided, however, that the failure of any Lender to fulfill its obligations hereunder shall not relieve any other Lender of its obligations hereunderLenders. Unless the Administrative Agent shall have been notified by any received notice from a Lender prior to the date of any Loan Borrowing (except in the case of a Base Rate Borrowing, in which case prior to the time of such Borrowing) that such Lender does will not intend to make available to the Administrative Agent its portion such Lender’s share of the Loans to be made on such dateBorrowing, the Administrative Agent may assume that such Lender has made such amount share available to the Administrative Agent on the date of such LoansBorrowing 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 Borrower on such date a corresponding amount. If and to the extent that such corresponding amount is Lender shall not in fact have so made such share available to the Administrative Agent, such Lender and the Borrower 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 thereforamount, 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, together with interest on such corresponding amount in respect of thereon for each day from the date such corresponding amount was is made available by the Administrative Agent to the Borrowers to Borrower until the date such corresponding amount is recovered by repaid to the Administrative Agent at a per annum rate equal to (i) from a rate per annum equal to the Borrowers at higher of the Federal Funds Rate and the interest rate applicable rate for such Loan thereto pursuant to Section 2.06, in the Notice case of Borrowing the Borrower, and (ii) from such Lender at the Federal Funds Rate., in the case of such Lender. Any payment by the Borrower hereunder shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make its share of a Borrowing available to the Administrative Agent. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Loan included in such Borrowing for purposes of this Agreement. (d)

Funding of Loans. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender shall make its Revolving ---------------- Commitment Percentage, Tranche B Term Loan Commitment Percentage or Tranche C Term Loan Commitment Percentage, as the case may be, of the requested Loans available to the Administrative Agent by 1:00 p.m. on the date specified in the Notice of Borrowing by deposit, in Dollars, of immediately available funds to at the address of the Administrative Agent at its principal office set forth in New York City, New York or at such other address as the Administrative Agent may designate in writingSection 2.15. The amount of the requested 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 requested Loans are made available to the Administrative Agent. Subject to the terms and conditions of this Credit Agreement, Swingline Loans shall be funded by the Swingline Lender on the same Business Day as requested by the Borrower and Letters of Credit shall be issued by the Issuing Bank on the third Business Day following a request by the Borrower therefor. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make 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 any such Loan that such Lender does not intend to make available to the Administrative Agent its portion of the Loans to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on the date of such Loans, and the Administrative Agent 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 AgentAgent by such Lender, 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 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 applicable rate for such Loan pursuant to the Notice of Borrowing 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, and, thereafter, the Base Rate plus two percent (2%) per annum.

Funding of Loans. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. (a) Each Lender shall make its Commitment Percentage of the requested Loans available to the Administrative Agent by 1:00 p.m. on the date specified in the Notice of Borrowing by deposit, in Dollars, of immediately available funds to the Administrative Agent at its principal office in New York City, New York or at such other address as the Administrative Agent may designate in writing. The amount of the requested 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 requested Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make 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 any Loan that such Lender does not intend to make available to the Administrative Agent its portion Pro Rata Share of the Loans principal amount of each Loan under the relevant Credit Facility prior to 2:00 p.m. (Toronto time) on the date of the extension of credit. The Administrative Agent shall, upon fulfilment by the relevant Borrower of the terms and conditions set forth in Article 12 and unless otherwise irrevocably authorized and directed in the Drawdown Notice, in respect of either Credit Facility, make such funds available to such Borrower on the date of the extension of credit by crediting the relevant Designated Account (or causing such account to be made on credited). Unless the Administrative Agent has been notified by a Lender at least one Banking Day prior to the date of the extension of credit that such dateLender will not make available to the Administrative Agent its Pro Rata Share of such Loan, the Administrative Agent may assume that such Lender has made such amount portion of the Loan available to the Administrative Agent on the date of such Loans, the extension of credit in accordance with the provisions hereof 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 relevant Borrower on such date a corresponding amount. If the Administrative Agent has made such corresponding amount is assumption, to the extent such Lender shall not in fact have so made its Pro Rata Share of the Loan available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not agrees to 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 , forthwith on demand, such Lender’s Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Administrative Agent shall also be entitled to recover from such Lender or in connection therewith together with interest thereon at the Borrowers, as the case may be, interest on such corresponding amount in respect of then prevailing interbank rate for each day from the date such corresponding amount was is made available to the relevant Borrower until the date such amount is paid or repaid to the Administrative Agent; provided, however, that notwithstanding such obligation, if such Lender fails so to pay, the relevant Borrower shall, without prejudice to any rights that such Borrower might have against such Lender, repay such amount to the Administrative Agent forthwith after demand therefor by the Administrative Agent. The amount payable by each Lender to the Administrative Agent pursuant hereto shall be set forth in a certificate delivered by the Administrative Agent to such Lender and the Borrowers relevant Borrower (which certificate shall contain reasonable details of how the amount payable is calculated) and shall constitute prima facie evidence of such amount payable. If such Lender makes the payment to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal required herein, the amount so paid shall constitute such Lender’s Pro Rata Share of the Loan for purposes of this agreement and shall entitle the Lender to (i) from all rights and remedies against the Borrowers at the applicable rate for relevant Borrower in respect of such Loan pursuant to the Notice of Borrowing and (ii) from such Lender at the Federal Funds RateLoan.

Funding of Loans. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as Subject to the terms thereof. Each and conditions hereof, each Lender shall make its Commitment Percentage of the requested Loans available to the Administrative Agent by 1:00 p.m. on the date specified in the Notice of Borrowing by deposit, in Dollars, of immediately available funds to the Administrative Agent at its principal office in New York City, New York or at such other address as the Administrative Agent may designate in writing. The amount of the requested 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 requested Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make 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 any Loan that such Lender does not intend to make available to the Administrative Agent its portion Pro Rata Share of the Loans principal amount of each Loan under the Credit Facility prior to 12:00 p.m. (Toronto time) on the date of the extension of credit. The Administrative Agent shall, upon fulfilment by the Borrower of the terms and conditions set forth in Article 12 and unless otherwise irrevocably authorized and directed in the Drawdown Notice, make such funds available to the Borrower on the date of the extension of credit by crediting the Designated Account (or causing such account to be made on credited). Unless the Administrative Agent has been notified by a Lender at least one Banking Day prior to the date of the extension of credit that such dateLender will not make available to the Administrative Agent its Pro Rata Share of such Loan, the Administrative Agent may assume that such Lender has made such amount portion of the Loan available to the Administrative Agent on the date of such Loans, the extension of credit in accordance with the provisions hereof 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 Borrower on such date a corresponding amount. If the Administrative Agent has made such corresponding amount is assumption, to the extent such Lender shall not in fact have so made its Pro Rata Share of the Loan available to the Administrative Agent, such Lender agrees to pay to Credit Agreement - New Gold Inc. the Administrative Agent, forthwith on demand, such Lender’s Pro Rata Share of the Loan and all reasonable costs and expenses incurred by 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 in connection therewith together with interest thereon at 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 then prevailing interbank rate for each day from the date such corresponding amount was is made available to the Borrower until the date such amount is paid or repaid to the Administrative Agent; provided, however, that notwithstanding such obligation, if such Lender fails so to pay, the Borrower shall, without prejudice to any rights that the Borrower might have against such Lender, repay such amount to the Administrative Agent forthwith after demand therefor by the Administrative Agent. The amount payable by each Lender to the Administrative Agent pursuant hereto shall be set forth in a certificate delivered by the Administrative Agent to such Lender and the Borrowers Borrower (which certificate shall contain reasonable details of how the amount payable is calculated) and shall constitute prima facie evidence of such amount payable. If such Lender makes the payment to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal required herein, the amount so paid shall constitute such Lender’s Pro Rata Share of the Loan for purposes of this agreement and shall entitle the Lender to (i) from all rights and remedies against the Borrowers at the applicable rate for Borrower in respect of such Loan pursuant to the Notice of Borrowing and (ii) from such Lender at the Federal Funds RateLoan.

Funding of Loans. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender shall make its Commitment Percentage of the requested Loans available to the Administrative Agent by 1:00 p.m. on the date specified in the Notice of Borrowing by deposit, in Dollars, of immediately available funds to the Administrative Agent at its principal office in New York City, New York or at such other address as the Administrative Agent may designate in writing. The amount of the requested 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 requested Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make 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 any Loan that such Lender does not intend to make available to the Administrative Agent its portion Pro Rata Share of the Loans principal amount of each Loan under the Credit Facility prior to 11:00 a.m. (Toronto time) on the date of the extension of credit. The Administrative Agent shall, upon fulfilment by the relevant Borrower of the terms and conditions set forth in Article 12, make such funds available to such Borrower on the date of the extension of credit by crediting the relevant Designated Account (or causing such account to be made on credited) unless otherwise irrevocably authorized and directed in the Drawdown Notice. Unless the Administrative Agent has been notified by a Lender at least one Banking Day prior to the date of the extension of credit that such dateLender will not make available to the Administrative Agent its Pro Rata Share of such Loan, the Administrative Agent may assume that such Lender has made such amount portion of the Loan available to the Administrative Agent on the date of such Loans, the extension of credit in accordance with the provisions hereof 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 relevant Borrower on such date a corresponding amount. If the Administrative Agent has made such corresponding amount is assumption, to the extent such Lender shall not in fact have so made its Pro Rata Share of the Loan available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not agrees to 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 , forthwith on demand, such Lender's Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Administrative Agent shall also be entitled to recover from such Lender or in connection therewith together with interest thereon at the Borrowers, as the case may be, interest on such corresponding amount in respect of then prevailing interbank rate for each day from the date such corresponding amount was is made available to the relevant Borrower until the date such amount is paid or repaid to the Administrative Agent; provided, however, that notwithstanding such obligation, if such Lender fails so to pay, the relevant Borrower shall, without prejudice to any rights that such Borrower might have against such Lender, repay such amount to the Administrative Agent forthwith after demand therefor by the Administrative Agent. The amount payable by each Lender to the Administrative Agent pursuant hereto shall be set forth in a certificate delivered by the Administrative Agent to such Lender and the Borrowers relevant Borrower (which certificate shall contain reasonable details of how the amount payable is calculated) and shall constitute PRIMA FACIE evidence of such amount payable. If such Lender makes the payment to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal required herein, the amount so paid shall constitute such Lender's Pro Rata Share of the Loan for purposes of this agreement and shall entitle the Lender to (i) from all rights and remedies against the Borrowers at the applicable rate for relevant Borrower in respect of such Loan pursuant to the Notice of Borrowing and (ii) from such Lender at the Federal Funds RateLoan.

Funding of Loans. Upon receipt of the Notice of Borrowing, the The Administrative Agent shall promptly inform notify each Lender of the Lenders as contents of each Borrowing Notice and of the principal amount of the Lender's Loan to be included in the terms thereofBorrowing. Each Not later than 12 p.m. on the day of a Borrowing, each Lender shall make available the full amount of its Commitment Percentage of the requested Loans available Loan to the Administrative Agent by 1:00 p.m. on the date specified be included in the Notice of Borrowing by depositBorrowing, in Dollars, of immediately available funds in Birmingham, to the Administrative Agent at its principal office in New York City, New York or at such other address as the Administrative Agent may designate in writing. The amount of the requested 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 requested Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make Loans hereunder; provided, however, that the failure of any Lender to fulfill its obligations hereunder shall not relieve any other Lender of its obligations hereunderNotice Address. Unless the Administrative Agent determines that an applicable condition specified in Section 3 has not been satisfied, the Administrative Agent shall have been notified make the funds received from the Lenders pursuant to this Section 2.2 available to the Borrowers at the Administrative Agent's Notice Address by any 2 p.m. on such day for a Borrowing. 2.3. Lender's failure to fund Unless a Lender prior to notifies the Administrative Agent before the date of a Borrowing (whether for a Eurodollar Borrowing, a draw under a Letter of Credit or any Loan other Borrowing available hereunder) that such the Lender does will not intend to make available to the Administrative Agent the full amount of its portion of the Loans Loan to be made on such dateincluded in the Borrowing, the Administrative Agent may assume that such Lender has the Lender's Loan will be made such amount available to the Administrative Agent on the date day of such Loansthe Borrowing and may, in reliance on that assumption, make the full amount of the Loan available to the Borrowers. If the Administrative Agent makes the full amount of a Lender's Loan available to the Borrowers, and the Administrative Agent in reliance upon such assumption, may (in its sole discretion but without any obligation to do so) Lender does not make available to the Administrative Agent some or all of the Loan (the "Unfunded Amount") by the date of the Borrowing, then the Lender shall pay the Administrative Agent on demand interest at the Federal Funds Rate on the Unfunded Amount from the date of the Borrowing until the Lender makes the Unfunded Amount available to the Administrative Agent or the Borrowers a corresponding amountrepay the Loan. If a Lender does not make the full amount of its Loan included in a Borrowing available to the Administrative Agent by the third Business Day after the date of the Borrowing, the Borrowers shall, promptly on the Administrative Agent's demand, repay the full amount of such corresponding Loan to the Administrative Agent, together with accrued interest at the interest rate for the Loans comprising the Borrowing. Nothing in this Section 2.3 shall relieve a Lender of the obligation to make the full amount is not in fact made of its Loans 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 applicable rate for such Loan pursuant to the Notice of Borrowing and (ii) from such Lender at the Federal Funds Rate.