Common use of BA Rate Loans Clause in Contracts

BA Rate Loans. If in the sole judgement of a Lender, such Lender is unable to extend credit by way of Bankers’ Acceptances in accordance with this agreement, such Lender shall give an irrevocable notice to such effect to the Administrative Agent and the Borrower prior to 10:00 a.m. (Toronto time) on the date of the requested credit extension and shall make available to the Borrower prior to 11:00 a.m. (Toronto time) on the date of such requested credit extension a Canadian dollar loan (a “BA Rate Loan”) in the principal amount equal to such Lender’s Pro Rata Share of the total credit to be extended by way of Bankers’ Acceptances, such BA Rate Loan to be funded in the same manner as a Loan is funded pursuant to Sections 3.2 and 3.3. Notwithstanding the foregoing, it is hereby acknowledged and agreed that Export Development Canada, as Lender, is unable to extend credit by way of Bankers’ Acceptances and shall not be required to deliver the aforementioned irrevocable notices but otherwise all provisions of this Section 3.5 shall apply to Export Development Canada each time that the Borrower requests credit by way of Bankers’ Acceptances. If the Borrower requests an extension of credit by way of Prime Rate Loan, each Canadian Dollar-LIBOR Funded Lender shall make available to the Borrower prior to 11:00 a.m. (Toronto Time) on the date of such requested credit extension a BA Rate Loan in the principal amount equal to such Lender’s Pro Rate Share of the total credit to be extended by way of Prime Rate Loans, such BA Rate Loan to be funded in the same manner as a Loan is funded pursuant to Sections 3.2 and 3.3. If such BA Rate Loan is a substitute for Bankers’ Acceptances, such BA Rate Loan shall have the same term as such Bankers’ Acceptances. If such BA Rate Loan is a substitute for Prime Rate Loans, such BA Rate Loan shall have a term equal to the shortest Interest Period displayed on the “LIBOR 01 Page” for CDN$1,000,000. A BA Rate Loan shall bear such rate of interest per annum throughout the term thereof as shall permit such Lender to obtain the same effective rate as if such Lender had accepted and purchased a Bankers’ Acceptance at the same acceptance fee and pricing at which a Schedule II Lender would have accepted and purchased such Bankers’ Acceptance at approximately 11:00 a.m. (Toronto time) on the date such BA Rate Loan is made, on the basis that, and the Borrower hereby agrees that, for such a BA Rate Loan, interest shall be payable in advance on the date of the extension of credit by the relevant Lender deducting the interest payable in respect thereof from the principal amount of such BA Rate Loan. All BA Rate Loans to be made by a particular Lender shall, at the option of such Lender, be evidenced by a promissory note in the form of a depository note made payable originally to and deposited with The Canadian Depository for Securities Limited pursuant to the Depository Bills and Notes Act (Canada). Amended and Restated Credit Agreement

BA Rate Loans. If If, in the sole judgement of a Canadian Lender, such Canadian Lender is unable to extend credit by way of Bankers’ ' Acceptances in accordance with this agreement, such Canadian Lender shall give an irrevocable notice to such effect to the Administrative Agent and the relevant Canadian Borrower prior to 10:00 a.m. (Toronto time) on the date of the requested credit extension and shall make available to the such Canadian Borrower prior to 11:00 a.m. (Toronto time) on the date of such requested credit extension a Canadian dollar loan (a “"BA Rate Loan”") in the principal amount equal to such Canadian Lender’s 's Pro Rata Share of the total credit to be extended by way of Bankers’ ' Acceptances, such BA Rate Loan to be funded in the same manner as a Loan (other than a Gold Loan) is funded pursuant to Sections Section 3.2 and 3.3. Notwithstanding the foregoing, it is hereby acknowledged and agreed that Export Development Canada, as Lender, is unable to extend credit by way of Bankers’ Acceptances and shall not be required to deliver the aforementioned irrevocable notices but otherwise all provisions of this Section 3.5 shall apply to Export Development Canada each time that the Borrower requests credit by way of Bankers’ Acceptances. If the Borrower requests an extension of credit by way of Prime Rate Loan, each Canadian Dollar-LIBOR Funded Lender shall make available to the Borrower prior to 11:00 a.m. (Toronto Time) on the date of such requested credit extension a BA Rate Loan in the principal amount equal to such Lender’s Pro Rate Share of the total credit to be extended by way of Prime Rate Loans, such BA Rate Loan to be funded in the same manner as a Loan is funded pursuant to Sections 3.2 and 3.3. If such BA Rate Loan is a substitute for Bankers’ Acceptances, such Such BA Rate Loan shall have the same term as such the Bankers’ Acceptances. If such BA Rate Loan ' Acceptances for which it is a substitute for Prime Rate Loans, such BA Rate Loan shall have a term equal to the shortest Interest Period displayed on the “LIBOR 01 Page” for CDN$1,000,000. A BA Rate Loan and shall bear such rate of interest per annum throughout the term thereof as shall permit such Canadian Lender to obtain the same effective rate as if such Canadian Lender had accepted and purchased a Bankers’ ' Acceptance at the same acceptance fee and pricing at which a Schedule II Lender would have accepted and purchased such Bankers’ ' Acceptance at approximately 11:00 a.m. (Toronto time) on the date such BA Rate Loan is made, on the basis that, and the each Canadian Borrower hereby agrees that, for such a BA Rate Loan, interest shall be payable in advance on the date of the extension of credit by the relevant Canadian Lender deducting the interest payable in respect thereof from the principal amount of such BA Rate Loan. All BA Rate Loans to be made by a particular Canadian Lender shall, at the option of such Canadian Lender, be evidenced by a promissory note in the form of a depository note made payable originally to and deposited with The Canadian Depository for Securities Limited pursuant to the Depository Bills and Notes Act DEPOSITORY BILLS AND NOTES ACT (Canada). Amended and Restated Credit Agreement.

BA Rate Loans. If in the sole judgement of a Lender, such Lender is unable to extend credit by way of Bankers’ Acceptances in accordance with this agreement, such Lender shall give an irrevocable notice to such effect to the Administrative Agent and the Borrower Borrowers prior to 10:00 a.m. (Toronto time) on the date of the requested credit extension and shall make available to the Borrower Borrowers prior to 11:00 a.m. (Toronto time) on the date of such requested credit extension a Canadian dollar loan (a “BA Rate Loan”) in the principal amount equal to such Lender’s Pro Rata Share of the total credit to be extended by way of Bankers’ Acceptances, such BA Rate Loan to be funded in the same manner as a Loan is funded pursuant to Sections 3.2 and 3.3. Notwithstanding the foregoing, it is hereby acknowledged and agreed that Export Development Canada, as Lender, is unable to extend credit by way of Bankers’ Acceptances and shall not be required to deliver the aforementioned irrevocable notices but otherwise all provisions of this Section 3.5 shall apply to Export Development Canada each time that the Borrower requests credit by way of Bankers’ Acceptances. If the a Borrower requests an extension of credit by way of Prime Rate Loan, each Canadian Dollar-LIBOR Funded Lender shall make available to the such Borrower prior to 11:00 a.m. (Toronto Time) on the date of such requested credit extension a BA Rate Loan in the principal amount equal to such Lender’s Pro Rate Share of the total credit to be extended by way of Prime Rate Loans, such BA Rate Loan to be funded in the same manner as a Loan is funded pursuant to Sections 3.2 and 3.3. If such BA Rate Loan is a substitute for Bankers’ Acceptances, such BA Rate Loan shall have the same term as such Bankers’ Acceptances. If such BA Rate Loan is a substitute for Prime Rate Loans, such BA Rate Loan shall have a term equal to the shortest Interest Period displayed on the “LIBOR 01 Page” for CDN$1,000,000. A BA Rate Loan shall bear such rate of interest per annum throughout the term thereof as shall permit such Lender to obtain the same effective rate as if such Lender had accepted and purchased a Bankers’ Acceptance at the same acceptance fee and pricing at which a Schedule II Lender would have accepted and purchased such Bankers’ Acceptance at approximately 11:00 a.m. (Toronto time) on the date such BA Rate Loan is made, on the basis that, and the Borrower Borrowers hereby agrees agree that, for such a BA Rate Loan, interest shall be payable in advance on the date of the extension of credit by the relevant Lender deducting the interest payable in respect thereof from the principal amount of such BA Rate Loan. All BA Rate Loans to be made by a particular Lender shall, at Credit Agreement the option of such Lender, be evidenced by a promissory note in the form of a depository note made payable originally to and deposited with The Canadian Depository for Securities Limited pursuant to the Depository Bills and Notes Act (Canada). Amended and Restated Credit Agreement.

BA Rate Loans. If If, in the sole judgement of a Canadian RT Lender, such Canadian RT Lender is unable to extend credit by way of Bankers’ ' Acceptances in accordance with this agreement, such Canadian RT Lender shall give an irrevocable notice to such effect to the Administrative Agent and the relevant Canadian RT Borrower prior to 10:00 a.m. (Toronto time) on the date of the requested credit extension and shall make available to the such Canadian RT Borrower prior to 11:00 a.m. (Toronto time) on the date of such requested credit extension a Canadian dollar loan (a “"BA Rate Loan”RATE LOAN") in the principal amount equal to such Canadian RT Lender’s 's Pro Rata Share of the total credit to be extended by way of Bankers’ ' Acceptances, such BA Rate Loan to be funded in the same manner as a Loan is funded pursuant to Sections Section 3.2 and 3.3. Notwithstanding the foregoing, it is hereby acknowledged and agreed that Export Development Canada, as Lender, is unable to extend credit by way of Bankers’ Acceptances and shall not be required to deliver the aforementioned irrevocable notices but otherwise all provisions of this Section 3.5 shall apply to Export Development Canada each time that the Borrower requests credit by way of Bankers’ Acceptances. If the Borrower requests an extension of credit by way of Prime Rate Loan, each Canadian Dollar-LIBOR Funded Lender shall make available to the Borrower prior to 11:00 a.m. (Toronto Time) on the date of such requested credit extension a BA Rate Loan in the principal amount equal to such Lender’s Pro Rate Share of the total credit to be extended by way of Prime Rate Loans, such BA Rate Loan to be funded in the same manner as a Loan is funded pursuant to Sections 3.2 and 3.3. If such BA Rate Loan is a substitute for Bankers’ Acceptances, such Such BA Rate Loan shall have the same term as such the Bankers’ Acceptances. If such BA Rate Loan ' Acceptances for which it is a substitute for Prime Rate Loans, such BA Rate Loan shall have a term equal to the shortest Interest Period displayed on the “LIBOR 01 Page” for CDN$1,000,000. A BA Rate Loan and shall bear such rate of interest per annum throughout the term thereof as shall permit such Canadian RT Lender to obtain the same effective rate as if such Canadian RT Lender had accepted and purchased a Bankers’ ' Acceptance at the same acceptance fee and pricing at which a Schedule II Lender would have accepted and purchased such Bankers’ ' Acceptance at approximately 11:00 a.m. (Toronto time) on the date such BA Rate Loan is made, on the basis that, and the each Canadian RT Borrower hereby agrees that, for such a BA Rate Loan, interest shall be payable in advance on the date of the extension of credit by the relevant Canadian RT Lender deducting the interest payable in respect thereof from the principal amount of such BA Rate Loan. All BA Rate Loans to be made by a particular Canadian RT Lender shall, at the option of such Canadian RT Lender, be evidenced by a promissory note in the form of a depository note made payable originally to and deposited with The Canadian Depository for Securities Limited pursuant to the Depository Bills and Notes Act DEPOSITORY BILLS AND NOTES ACT (Canada). Amended and Restated Credit Agreement.

BA Rate Loans. If in the sole judgement of a Lender, such Lender is unable to extend credit by way of Bankers’ Acceptances in accordance with this agreement, such Lender shall give an irrevocable notice to such effect to the Administrative Agent and the Borrower prior to 10:00 a.m. (Toronto time) on the date of the requested credit extension and shall make available to the Borrower prior to 11:00 a.m. (Toronto time) on the date of such requested credit extension a Canadian dollar loan (a “BA Rate Loan”) in the principal amount equal to such Lender’s Pro Rata Share of the total credit to be extended by way of Bankers’ Acceptances, such BA Rate Loan to be funded in the same manner as a Loan is funded pursuant to Sections 3.2 and 3.3. Notwithstanding the foregoing, it is hereby acknowledged and agreed that Export Development Canada, as Lender, is unable to extend credit by way of Bankers’ Acceptances and shall not be required to deliver the aforementioned irrevocable notices but otherwise all provisions of this Section 3.5 shall apply to Export Development Canada each time that the Borrower requests credit by way of Bankers’ Acceptances. If the Borrower requests an extension of credit by way of Prime Rate Loan, each Canadian Dollar-LIBOR Funded Lender shall make available to the Borrower prior to 11:00 a.m. (Toronto Time) on the date of such requested credit extension a BA Rate Loan in the principal amount equal to such Lender’s Pro Rate Share of the total credit to be extended by way of Prime Rate Loans, such BA Rate Loan to be funded in the same manner as a Loan is funded pursuant to Sections 3.2 and 3.3. If such BA Rate Loan is a substitute for Bankers’ Acceptances, such BA Rate Loan shall have the same term as such Bankers’ Acceptances. If such BA Rate Loan is a substitute for Prime Rate Loans, such BA Rate Loan shall have a term equal to the shortest Interest Period displayed on the “LIBOR 01 Page” for CDN$1,000,000. A BA Rate Loan shall bear such rate of interest per annum throughout the term thereof as shall permit such Lender to obtain the same effective rate as if such Lender had accepted and purchased a Bankers’ Acceptance at the same acceptance fee and pricing at which a Schedule II Lender would have accepted and purchased such Bankers’ Acceptance at approximately 11:00 a.m. (Toronto time) on the date such BA Rate Loan is made, on the basis that, and the Borrower hereby agrees that, for such a BA Rate Loan, interest shall be payable in advance on the date of the extension of credit by the relevant Lender deducting the interest payable in respect thereof from the principal amount of such BA Rate Loan. All BA Rate Loans to be made by a particular Lender shall, at the option of such Lender, be evidenced by a promissory note in the form of a depository note made payable originally to and deposited with The Canadian Depository for Securities Limited pursuant to the Depository Bills and Notes Act (Canada). Third Amended and Restated Credit AgreementAgreement 286042.00038/115243826.6

BA Rate Loans. If If, in the sole judgement of a Canadian Lender, such Canadian Lender is unable to extend credit by way of Bankers’ ' Acceptances in accordance with this agreement, such Canadian Lender shall give an irrevocable notice to such effect to the Administrative Agent and the relevant Canadian Borrower prior to 10:00 a.m. (Toronto time) on the date of the requested credit extension and shall make available to the such Canadian Borrower prior to 11:00 a.m. (Toronto time) on the date of such requested credit extension a Canadian dollar loan (a “"BA Rate Loan”") in the principal amount equal to such Canadian Lender’s 's Pro Rata Share of the total credit to be extended by way of Bankers’ ' Acceptances, such BA Rate Loan to be funded in the same manner as a Loan is funded pursuant to Sections Section 3.2 and 3.3. Notwithstanding the foregoing, it is hereby acknowledged and agreed that Export Development Canada, as Lender, is unable to extend credit by way of Bankers’ Acceptances and shall not be required to deliver the aforementioned irrevocable notices but otherwise all provisions of this Section 3.5 shall apply to Export Development Canada each time that the Borrower requests credit by way of Bankers’ Acceptances. If the Borrower requests an extension of credit by way of Prime Rate Loan, each Canadian Dollar-LIBOR Funded Lender shall make available to the Borrower prior to 11:00 a.m. (Toronto Time) on the date of such requested credit extension a BA Rate Loan in the principal amount equal to such Lender’s Pro Rate Share of the total credit to be extended by way of Prime Rate Loans, such BA Rate Loan to be funded in the same manner as a Loan is funded pursuant to Sections 3.2 and 3.3. If such BA Rate Loan is a substitute for Bankers’ Acceptances, such Such BA Rate Loan shall have the same term as such the Bankers’ Acceptances. If such BA Rate Loan ' Acceptances for which it is a substitute for Prime Rate Loans, such BA Rate Loan shall have a term equal to the shortest Interest Period displayed on the “LIBOR 01 Page” for CDN$1,000,000. A BA Rate Loan and shall bear such rate of interest per annum throughout the term thereof as shall permit such Canadian Lender to obtain the same effective rate as if such Canadian Lender had accepted and purchased a Bankers’ ' Acceptance at the same acceptance fee and pricing at which a Schedule II Lender would have accepted and purchased such Bankers’ ' Acceptance at approximately 11:00 a.m. (Toronto time) on the date such BA Rate Loan is made, on the basis that, and the each Canadian Borrower hereby agrees that, for such a BA Rate Loan, interest shall be payable in advance on the date of the extension of credit by the relevant Canadian Lender deducting the interest payable in respect thereof from the principal amount of such BA Rate Loan. All BA Rate Loans to be made by a particular Canadian Lender shall, at the option of such Canadian Lender, be evidenced by a promissory note in the form of a depository note made payable originally to and deposited with The Canadian Depository for Securities Limited pursuant to the Depository Bills and Notes Act DEPOSITORY BILLS AND NOTES ACT (Canada). Amended and Restated Credit Agreement.

BA Rate Loans. If If, in the sole judgement of a Canadian Tranche A Lender, such Canadian Tranche A Lender is unable to extend credit by way of issue Bankers’ ' Acceptances in accordance with this agreementAgreement, such Canadian Tranche A Lender shall give an irrevocable notice to such effect to the Administrative Agent and the Canadian Borrower prior to 10:00 a.m. (Toronto time) on the date of applicable Borrowing Date, Conversion Date or Rollover Date, as the requested credit extension case may be, and shall make available to the Canadian Borrower prior to 11:00 a.m. (Toronto time) on the such date of such requested credit extension a Canadian dollar loan (a “"BA Rate Loan”") in the principal amount equal to such Canadian Tranche A Lender’s Pro Rata Share 's Rateable Portion of the total credit to be extended by way of such Bankers’ Acceptances' Acceptance Loan, such BA Rate Loan to be funded in the same manner as a Loan is funded pursuant to Sections 3.2 3.01, 3.03 and 3.33.07. Notwithstanding Additionally, any Canadian Tranche A Lender may provide notice to the foregoing, Agent that it is hereby acknowledged and agreed that Export Development Canada, as Lender, is unable to extend credit by way of issue Bankers’ ' Acceptances and such notice shall not be required to deliver the aforementioned irrevocable notices but otherwise all provisions of this Section 3.5 shall apply to Export Development Canada each remain operative until such time that the Borrower requests credit by way of Bankers’ Acceptances. If the Borrower requests an extension of credit by way of Prime Rate Loan, each Canadian Dollar-LIBOR Funded Lender shall make available written notice to the Borrower prior contrary is delivered by such Canadian Tranche A Lender to 11:00 a.m. (Toronto Time) on the date of such requested credit extension a BA Rate Loan in the principal amount equal to such Lender’s Pro Rate Share of the total credit to be extended by way of Prime Rate Loans, such BA Rate Loan to be funded in the same manner as a Loan is funded pursuant to Sections 3.2 and 3.3Agent. If such BA Rate Loan is a substitute for Bankers’ Acceptances, such Such BA Rate Loan shall have the same term as such the Bankers’ Acceptances. If such BA Rate Loan ' Acceptances for which it is a substitute for Prime Rate Loans, such BA Rate Loan shall have a term equal to the shortest Interest Period displayed on the “LIBOR 01 Page” for CDN$1,000,000. A BA Rate Loan and shall bear such rate of interest per annum throughout the term thereof as shall permit such Canadian Tranche A Lender to obtain the same effective rate as if such Canadian Tranche A Lender had accepted and purchased a Bankers’ ' Acceptance at the same acceptance fee Acceptance Fee and pricing Discount Proceeds at which a Schedule I Lender would have accepted and purchased such Bankers' Acceptance (if such Canadian Tranche A Lender is a Schedule I Lender) or at which a Schedule II Lender would have accepted and purchased such Bankers’ ' Acceptance (if such Canadian Tranche A Lender is a Schedule II Lender) at approximately 11:00 a.m. (Toronto time) on the date such BA Rate Loan is made, on the basis that, and the Canadian Borrower hereby agrees that, for such a BA Rate Loan, interest shall be payable in advance on the date of the extension of credit Advance, Conversion or Rollover, as the case may be, by the relevant Canadian Tranche A Lender deducting the interest payable in respect thereof from the principal amount of such BA Rate Loan. All BA Rate Loans to be made by a particular Canadian Tranche A Lender shall, at the option of such Canadian Tranche A Lender, be evidenced by a promissory note in the form of a depository note made payable originally to and deposited with The Canadian Depository for Securities Limited pursuant to the Depository Bills and Notes Act (Canada)) or, alternatively, in accordance with the terms of Section 3.14. Amended All references herein to Loans and Restated Credit AgreementBankers' Acceptance Loans shall include BA Rate Loans with the appropriate modifications to such references.