Common use of Borrowing Clause in Contracts

Borrowing. (a) Administrative Borrower shall give written notice or telephonic notice (followed immediately by written confirmation thereof) to Agent of each proposed borrowing of a Revolving Loan not later than (a) in the case of a Base Rate borrowing, 11:30 a.m. New York time on the proposed date of such borrowing, and (b) in the case of a LIBOR borrowing, 11:30 a.m. New York time at least three Business Days prior to the proposed date of such borrowing. Each such notice shall be effective upon receipt by Agent, shall be irrevocable, and shall specify, in the form of a Borrowing Notice, the date, amount and type of borrowing and, in the case of a LIBOR borrowing, the initial Interest Period therefor. Promptly upon receipt of such notice, Agent shall advise each Lender with a Revolving Loan Commitment thereof in writing (via facsimile, electronic mail or IntraLinks). Not later than 1:30 p.m. New York time on the date of a proposed Revolving Loan borrowing, each Lender with a Revolving Loan Commitment shall provide Agent at the office specified by Agent with immediately available funds covering such Lender’s applicable Pro Rata Revolving Share of such borrowing and, so long as Agent has not received written notice that the conditions precedent set forth in Section 4 with respect to such borrowing have not been satisfied, Agent shall pay over the funds received by Agent to Borrowers on the requested borrowing date. The failure of a Defaulting Lender to fund its Pro Rata Revolving Share of a Revolving Loan (or its ratable share of any other credit extension or payment) required hereunder shall not relieve any other Lender of its obligation to fund its Pro Rata Revolving Share of such Revolving Loan (or, as applicable, its ratable share of such other credit extension or payment), but neither any other Lender nor Agent shall be responsible for the failure of any Defaulting Lender to fund its Pro Rata Revolving Share of any Revolving Loan (or its ratable share of any other credit extension or payment) required hereunder. Each borrowing shall be on a Business Day. Each Base Rate borrowing shall be in an aggregate amount of at least $100,000 and an integral multiple of $50,000, and each LIBOR borrowing shall be in an aggregate amount of at least $100,000 and an integral multiple of at least $50,000.

Borrowing. (ai) Administrative The request for a Loan hereunder shall be made by the Notice of Borrowing from the Borrower shall give written notice or telephonic notice (followed immediately by written confirmation thereof) to Agent of each proposed borrowing of a Revolving Loan the Agent, given not later than 1:00 P.M. on the date that is ten (a10) Business Days prior to the date of the requested borrowing of Loans. The request for borrowing made in the case Notice of a Base Rate borrowingBorrowing shall be given by telecopy, 11:30 a.m. New York time on setting forth (1) the proposed requested date of such borrowing, (2) the aggregate amount of such requested borrowing, (3) whether such Loans will be Base Rate Loans or Eurodollar Rate Loans, and if appropriate, the applicable Interest Period, (4) certification by the Borrower that it has complied in all respects with Section 4.1, all of which shall be specified in such manner as is necessary to comply with all limitations on Loans outstanding hereunder and (b5) the account at which such requested funds should be made available. The request for borrowing made in the case Notice of a LIBOR borrowing, 11:30 a.m. New York time at least three Business Days prior to the proposed date of such borrowing. Each such notice Borrowing shall be effective upon receipt irrevocable by Agent, shall and binding on the Borrower. Loans may be irrevocable, and shall specify, in the form of a Borrowing Notice, the date, amount and type of borrowing and, in the case of a LIBOR borrowing, the initial Interest Period therefornot be reborrowed once repaid. Promptly upon receipt of such notice, The Agent shall advise give to each Lender with a Revolving Loan Commitment thereof prompt notice (but in writing (via facsimile, electronic mail or IntraLinks). Not no event later than 1:30 p.m. New York time 2:00 P.M. on the date of a proposed Revolving the Agent’s receipt of notice from the Borrower) of the requested borrowing in the Notice of Borrowing by telecopy, telex or cable. No later than 3:00 P.M. on the date on which the Loan borrowingborrowing is requested to be made pursuant to the Notice of Borrowing, each Lender with a Revolving Loan Commitment shall provide will make available to the Agent at the office specified by address of the Agent with set forth on the signature pages hereto, in immediately available funds covering such Lender’s applicable Pro Rata Revolving Share funds, its allocation of such borrowing andrequested to be made. Unless the Agent shall have been notified by any Lender prior to the date of borrowing that such Lender does not intend to make available to the Agent its portion of the Loan borrowing to be made on such date, so long the Agent may assume that such Lender will make such amount available to the Agent as required above and the Agent has not received written notice that may, in reliance upon such assumption, make available the amount of the borrowing to be provided by such Lender. Upon fulfillment of the conditions precedent set forth in Section 4 with respect 4.1 for such borrowing, the Agent will make such funds available to such borrowing have not been satisfied, Agent shall pay over the funds received Borrower at the account specified by Agent to Borrowers on the requested borrowing date. Borrower in the Notice of Borrowing. (ii) The failure of a Defaulting any Lender to fund its Pro Rata Revolving Share make the Loan to be made by it as part of a Revolving Loan (or its ratable share of any other credit extension or payment) required hereunder the borrowing shall not relieve any other Lender of its obligation obligation, if any, hereunder to fund make its Pro Rata Revolving Share Loan on the date of such Revolving Loan (or, as applicable, its ratable share of such other credit extension or payment)borrowing, but neither any other no Lender nor Agent shall be responsible for the failure of any Defaulting other Lender to fund its Pro Rata Revolving Share make the Loan to be made by such other Lender on the date of any Revolving Loan the borrowing. (or its ratable share of any other credit extension or paymentiii) required hereunder. Each borrowing Lender shall be entitled to earn interest at the then applicable rate of interest, calculated in accordance with Article III, on outstanding Loans which it has funded to the Agent from the date such Lender funded such Loan to, but excluding, the date on which such Lender is repaid with respect to such Loan. (iv) A request for a Business Day. Each Base Rate borrowing shall may not be in an aggregate amount made by telephone, unless no other means are available at the time of at least $100,000 and an integral multiple of $50,000, and each LIBOR borrowing shall be in an aggregate amount of at least $100,000 and an integral multiple of at least $50,000such request.

Borrowing. (a) Administrative A Borrower shall give request each Revolving Credit Advance by written notice or telephonic notice to Lender substantially in the form of Exhibit A (followed immediately by written confirmation thereofeach a “Notice of Borrowing”) given no later than: (i) 3:00 p.m. (Toronto time) one (1) Business Day prior to Agent the Business Day of each the proposed borrowing of a Revolving Loan not later than (a) advance, in the case of a Base Rate borrowing, 11:30 a.m. New York time on Revolving Credit Advances to be made in $ based upon RBP and in U.S.$ based upon RBUSBR; and (ii) 12:00 p.m. (Toronto time) one (1) Business Day prior to the Business Day of the proposed date of such borrowingadvance, and (b) in the case of a LIBOR borrowing, 11:30 a.m. New York time at least three Revolving Credit Advances to be made in $ based upon the CDOR Rate; and (iii) 12:00 p.m. (Toronto time) two (2) Business Days prior to the Business Day of the proposed date advance and within two (2) Business Days of such borrowing. Each such notice shall be effective upon receipt by Agent, shall be irrevocable, the delivery of the documents and shall specify, information provided for in the form of a Borrowing Notice, the date, amount and type of borrowing andSection 4.1(a), in the case of Revolving Credit Advances to be made in U.S.$ based upon the Term SOFR Rate. Lender shall be fully protected under this Agreement in relying upon, and shall be entitled to rely upon: (i) any Notice of Borrowing believed by Xxxxxx to be genuine; and (ii) the assumption that the Persons making electronic requests or executing and delivering a LIBOR borrowingNotice of Borrowing were duly authorized, unless the initial Interest Period thereforresponsible individual acting thereon for Lender shall have actual knowledge to the contrary. Promptly As an accommodation to Borrowers, Lender may permit telephonic (which shall, promptly upon receipt of such noticerequest be confirmed in writing by a Borrower), Agent shall advise each Lender with electronic, or facsimile requests for a Revolving Loan Commitment thereof Credit Advance and electronic or facsimile transmittal of instructions, authorizations, agreements or reports to Lender by Borrowers. Unless Borrowers specifically direct Lender in writing (via facsimilenot to accept or act upon telephonic, facsimile or electronic mail or IntraLinks). Not later than 1:30 p.m. New York time on the date of communications from a proposed Revolving Loan borrowingBorrower, each Lender with a Revolving Loan Commitment shall provide Agent at the office specified by Agent with immediately available funds covering such Lender’s applicable Pro Rata Revolving Share of such borrowing and, so long as Agent has not received written notice that the conditions precedent set forth in Section 4 with respect to such borrowing have not been satisfied, Agent shall pay over the funds received by Agent no liability to Borrowers on the requested borrowing date. The failure for any loss or damage suffered by Borrowers as a result of a Defaulting Lender to fund its Pro Rata Revolving Share of a Revolving Loan (or its ratable share Xxxxxx’s honouring of any other credit extension or payment) required hereunder shall not relieve any other Lender of its obligation to fund its Pro Rata Revolving Share of such Revolving Loan (orrequests, as applicable, its ratable share of such other credit extension or payment), but neither any other Lender nor Agent shall be responsible for the failure execution of any Defaulting instructions, authorizations or agreements or reliance on any reports communicated to it telephonically, by facsimile or electronically and purporting to have been sent to Lender by Borrowers, and Xxxxxx shall have no duty to fund its Pro Rata Revolving Share verify the origin of any Revolving Loan (such communication or its ratable share the identity or authority of any other credit extension or payment) required hereunder. Each borrowing shall be on a Business Day. Each Base Rate borrowing shall be in an aggregate amount of at least $100,000 and an integral multiple of $50,000, and each LIBOR borrowing shall be in an aggregate amount of at least $100,000 and an integral multiple of at least $50,000the Person sending it.

Borrowing. (a) The Borrowing of Tranche A Loans and Tranche B Loans shall be made upon the Borrowers’ irrevocable notice to the Administrative Borrower Agent, which shall give written notice or telephonic notice (followed immediately be given by written confirmation thereof) to the Loan Notice. The Loan Notice must be received by the Administrative Agent of each proposed borrowing of a Revolving Loan not later than 11:00 a.m. three (a3) in the case of a Base Rate borrowing, 11:30 a.m. New York time on the proposed date of such borrowing, and (b) in the case of a LIBOR borrowing, 11:30 a.m. New York time at least three Business Days prior to the Closing Date (or such shorter time as may be acceptable to the Administrative Agent). The Loan Notice shall specify (i) the proposed date of such borrowing. Each such notice Closing Date (which shall be effective upon receipt a Business Day), (ii) the principal amount of Tranche A Loans to be borrowed, (iii) the principal amount of Tranche B Loans to be borrowed, and (iv) an irrevocable instruction to the Administrative Agent to transfer, on behalf of the Borrowers, the aggregate amount of the proceeds of the requested Loans pursuant to the Funds Flow Memorandum, from the Borrowers (signed by a Specified Responsible Officer of each Borrower) to the Administrative Agent. (b) With respect to Incremental Loans, during the Incremental Availability Period the Tranche B-2 Lenders may send to the Administrative Agent a Loan Notice which shall specify the proposed aggregate principal amount of the applicable Incremental Loans (which shall not exceed the then-Outstanding Amount of Tranche B-2 Loans as of the proposed Incremental Loan Disbursement Date (or its MXP Equivalent)) which shall be irrevocable, and shall specify, in borrowed on a pro rata basis from each applicable Incremental Lender whose Incremental Commitments remain undrawn. (c) Following receipt of the form of a Borrowing Loan Notice, the dateAdministrative Agent shall promptly, and in any event within three (3) Business Days, notify each Lender of the amount and type of borrowing andits Applicable Percentage of the Loans. 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 11:00 a.m. Mexico City time on the Closing Date (provided, that the Administrative Agent shall not be liable in the case of a LIBOR borrowing, the initial Interest Period therefor. Promptly upon receipt of such notice, Agent shall advise each Lender with a Revolving Loan Commitment thereof in writing (via facsimile, electronic mail or IntraLinksfunds after such time). Not later than 1:30 p.m. New York time on Upon satisfaction of the date of a proposed Revolving Loan borrowing, each Lender with a Revolving Loan Commitment shall provide Agent at the office specified by Agent with immediately available funds covering such Lender’s applicable Pro Rata Revolving Share of such borrowing and, so long as Agent has not received written notice that the conditions precedent set forth in Section 4 with respect to such borrowing have not been satisfied4.01, the Administrative Agent shall pay over promptly make all funds so received from the Lenders available to the Borrowers in like funds as received by the Administrative Agent by wire transfer of such funds in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrowers in the Loan Notice. (d) The Administrative Agent shall promptly notify the Borrowers and the Lenders of the interest rate applicable to any Interest Period for Loans upon determination of such interest rate. (e) There shall be a single Borrowing of the Tranche A Loans and the Tranche B Loans, which shall be made, to the satisfaction (or waiver) of the conditions set forth herein, on the requested borrowing date. Closing Date. (f) The failure sum of a Defaulting Lender (i) the amounts drawn under the Tranche A Loans and Tranche B Loans, plus (ii) the aggregate principal amount of the Legacy Bonds being accepted for exchange pursuant to fund its Pro Rata Revolving Share of a Revolving Loan (or its ratable share of any other credit extension or payment) required hereunder the Liability Management Transaction shall not relieve any other Lender of its obligation to fund its Pro Rata Revolving Share of such Revolving Loan (or, as applicable, its ratable share of such other credit extension or payment), but neither any other Lender nor Agent shall be responsible for exceed the failure of any Defaulting Lender to fund its Pro Rata Revolving Share of any Revolving Loan (or its ratable share of any other credit extension or payment) required hereunder. Each borrowing shall be on a Business Day. Each Base Rate borrowing shall be in an aggregate amount of at least $100,000 and an integral multiple of $50,000, and each LIBOR borrowing shall be in an aggregate amount of at least $100,000 and an integral multiple of at least $50,000amounts due under the Refinancing Transactions.

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided that this Section 5.8 shall not apply to the following: (a) Administrative Borrower shall give written notice the Loans and any other Indebtedness owing to Lender or telephonic notice (followed immediately by written confirmation thereof) to Agent any affiliate of each proposed borrowing of a Revolving Loan not later than (a) in the case of a Base Rate borrowing, 11:30 a.m. New York time on the proposed date of such borrowing, and Lender; (b) in the case of a LIBOR borrowing, 11:30 a.m. New York time at least three Business Days prior addition to the proposed date of such borrowing. Each such notice shall other Indebtedness permitted to be effective upon receipt by Agentincurred pursuant to this Section 5.8, shall be irrevocable, and shall specify, in the form of a Borrowing Notice, the date, amount and type of borrowing and, in the case of a LIBOR borrowing, the initial Interest Period therefor. Promptly upon receipt of such notice, Agent shall advise each Lender with a Revolving Loan Commitment thereof in writing (via facsimile, electronic mail or IntraLinks). Not later than 1:30 p.m. New York time any Indebtedness existing on the date Closing Date that is set forth in Schedule 5.8 hereto (and any extension, renewal or refinancing thereof but only to the extent that the principal amount thereof does not increase after the Closing Date); (c) the Indebtedness of a proposed Revolving any Financial Subsidiary owing to the Federal Reserve Board or the Federal Home Loan borrowing, each Lender with a Revolving Loan Commitment shall provide Agent at Bank Board; (d) the office specified by Agent with immediately available Indebtedness of any Financial Subsidiary that constitutes federal funds covering such Lender’s applicable Pro Rata Revolving Share of such borrowing andpurchased and securities sold under agreements to repurchase, so long as Agent has such Indebtedness is incurred in the ordinary course of the banking business of such Financial Subsidiary; (e) the Indebtedness constituting obligations of Borrower and any Financial Subsidiary under debentures, indentures, trust agreements and guarantees in connection with the issuance by such Company of trust preferred securities in the ordinary course of business of Borrower or such Financial Subsidiary; (f) the Indebtedness (other than Indebtedness for borrowed money) of Borrower incurred in the ordinary course of business (consistent with past practice) of Borrower; (g) the Indebtedness (other than Indebtedness for borrowed money) of a Financial Subsidiary incurred in the ordinary course of the banking business (consistent with past practice) of such Financial Subsidiary; (h) the Indebtedness (i) owed by Borrower or any “affiliate” of Borrower (as defined in Regulation W of the FRB and sections 23A or 23B of the Federal Reserve Act) to any Financial Subsidiary not received written notice that in violation of Regulation W of the conditions precedent set forth FRB (as amended, supplemented or otherwise modified), (ii) owed by any Subsidiary to Borrower, or (iii) owed by Borrower or any Subsidiary to a Subsidiary other than a Financial Subsidiary; (i) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into in Section 4 the ordinary course of business and not for speculative purposes; (j) any loans granted to, or Capitalized Lease Obligations entered into by, any Company for the purchase or lease of fixed assets (and refinancings of such loans or Capitalized Lease Obligations), which loans and Capitalized Lease Obligations shall only be secured by the fixed assets being purchased or leased, so long as the aggregate principal amount of all such loans and Capitalized Lease Obligations (other than the Capitalized Lease Obligations (if any) incurred pursuant to subpart (k) below) for all Companies shall not exceed Five Million Dollars ($5,000,000) at any time outstanding; (k) the lease obligations (capitalized or otherwise) incurred in connection with respect to the lease by Texas Capital Bank of its principal offices located at 2000 XxXxxxxx Xxxxxx, Dallas, Texas 75201, so long as such borrowing have lease payments do not been satisfiedexceed, Agent shall pay over in the funds received by Agent to Borrowers aggregate, Eight Million Dollars ($8,000,000) during the period commencing on the requested borrowing date. The failure Closing Date and ending on the third anniversary of a Defaulting Lender the Closing Date; and (1) other unsecured Indebtedness, in addition to fund its Pro Rata Revolving Share of a Revolving Loan (or its ratable share of any other credit extension or payment) required hereunder shall not relieve any other Lender of its obligation to fund its Pro Rata Revolving Share of such Revolving Loan (orthe Indebtedness listed above, as applicable, its ratable share of such other credit extension or payment), but neither any other Lender nor Agent shall be responsible for the failure of any Defaulting Lender to fund its Pro Rata Revolving Share of any Revolving Loan (or its ratable share of any other credit extension or payment) required hereunder. Each borrowing shall be on a Business Day. Each Base Rate borrowing shall be in an aggregate principal amount for all Companies not to exceed, at any time outstanding, an amount equal to three percent (3%) of at least $100,000 Consolidated total equity capital of Borrower, but only so long as Borrower shall have delivered to Lender a pro forma financial statement of the Companies, accompanied by a certificate of a Financial Officer showing pro forma compliance with Section 5.7 hereof, both before and an integral multiple after the proposed incurrence of $50,000, and each LIBOR borrowing shall be in an aggregate amount of at least $100,000 and an integral multiple of at least $50,000such Indebtedness.

Borrowing. Each Notice of Revolving Credit Borrowing shall specify (ai) Administrative Borrower shall give written notice or telephonic notice the requested date of such Revolving Credit Borrowing (followed immediately by written confirmation thereofwhich must be a Business Day), (ii) to Agent Type of each proposed borrowing Advances comprising such Revolving Credit Borrowing, (iii) aggregate amount of a such Revolving Loan not later than Credit Borrowing, and (aiv) in the case of a Revolving Credit Borrowing consisting of Term SOFR Advances, the initial Interest Period for each such Revolving Credit Advance. If the applicable Borrower fails to specify a Type of Advance in a Notice of Revolving Credit Borrowing or if the applicable Borrower fails to give a timely notice requesting a Conversion or continuation, then the applicable Advances shall be made as, or converted to, Base Rate borrowingAdvances. Any such automatic conversion to Base Rate Advances shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Advances. If the applicable Borrower requests a Borrowing of, 11:30 a.m. Conversion to, or continuation of Term SOFR Advances in any such Notice of Revolving Credit Borrowing, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month. Notwithstanding anything to the contrary herein, a Swingline Advance may not be converted to a Term SOFR Advance. Each Lender shall, before 2:00 p.m. (New York time City time) on the proposed date of such borrowing, and (b) in Revolving Credit Borrowing make available for the case account of a LIBOR borrowing, 11:30 a.m. New York time at least three Business Days prior its Applicable Lending Office to the proposed date Agent at the Agent’s Account, in same day funds, such Xxxxxx’s ratable portion of such borrowingRevolving Credit Borrowing. Each After the Agent’s receipt of such notice shall be effective funds and upon receipt by Agent, shall be irrevocable, and shall specify, fulfillment of the applicable conditions set forth in the form of a Borrowing NoticeArticle III, the date, amount and type of borrowing andAgent will make such funds available to the applicable Borrower at the Agent’s address referred to in Section 8.02; provided that, in the case of a LIBOR borrowingany such Borrowing, the initial Interest Period therefor. Promptly upon receipt Agent shall first make a portion of such notice, Agent shall advise each funds equal to the aggregate principal amount of any Letter of Credit Advances made by the Issuing Bank and by any other Lender with a Revolving Loan Commitment thereof in writing (via facsimile, electronic mail or IntraLinks). Not later than 1:30 p.m. New York time and outstanding on the date of a proposed such Revolving Loan borrowingCredit Borrowing, each Lender with a Revolving Loan Commitment shall provide Agent at the office specified by Agent with immediately available funds covering such Lender’s applicable Pro Rata Revolving Share plus interest accrued and unpaid thereon to and as of such borrowing anddate, so long as Agent has not received written notice that available to the conditions precedent set forth in Section 4 with respect to Issuing Bank and such borrowing have not been satisfied, Agent shall pay over the funds received by Agent to Borrowers on the requested borrowing date. The failure of a Defaulting Lender to fund its Pro Rata Revolving Share of a Revolving Loan (or its ratable share of any other credit extension or payment) required hereunder shall not relieve any other Lender of its obligation to fund its Pro Rata Revolving Share Lenders for repayment of such Revolving Loan (or, as applicable, its ratable share Letter of such other credit extension or payment), but neither any other Lender nor Agent shall be responsible for the failure of any Defaulting Lender to fund its Pro Rata Revolving Share of any Revolving Loan (or its ratable share of any other credit extension or payment) required hereunder. Each borrowing shall be on a Business Day. Each Base Rate borrowing shall be in an aggregate amount of at least $100,000 and an integral multiple of $50,000, and each LIBOR borrowing shall be in an aggregate amount of at least $100,000 and an integral multiple of at least $50,000Credit Advances.

Borrowing. (a) Administrative Borrower shall give written notice or telephonic notice (followed immediately promptly by written confirmation thereof) to Agent of each proposed borrowing of a Revolving Loan not later than (a) in the case of a Base Rate borrowing, 11:30 a.m. New York 1:00 p.m. Chicago time on the proposed date of such borrowing, and (b) in the case of a LIBOR borrowing, 11:30 a.m. New York 1:00 p.m. Chicago time at least three Business Days prior to the proposed date of such borrowing. Each such notice shall be effective upon receipt by Agent, shall be irrevocable, and shall specify, in the form of a Borrowing Notice, the date, amount and type of borrowing and, in the case of a LIBOR borrowing, the initial Interest Period therefor. Promptly upon receipt of such notice, Agent shall advise each Lender with a Revolving Loan Commitment thereof in writing (via facsimile, electronic mail or IntraLinks). Not later than 1:30 2:00 p.m. New York Chicago time on the date of a proposed Revolving Loan borrowing, each Lender with a Revolving Loan Commitment shall provide Agent at the office specified by Agent with immediately available funds covering such Lender’s applicable Pro Rata Revolving Share of such borrowing and, so long as Agent has not received written notice that the conditions precedent set forth in Section 4 with respect to such borrowing have not been satisfied, Agent shall pay over the funds received by Agent to Borrowers Borrower on the requested borrowing date. The failure of a Defaulting Lender to fund its Pro Rata Revolving Share of a Revolving Loan (or its ratable share of any other credit extension or payment) required hereunder shall not relieve any other Lender of its obligation to fund its Pro Rata Revolving Share of such Revolving Loan (or, as applicable, its ratable share of such other credit extension or payment), but neither any other Lender nor Agent shall be responsible for the failure of any Defaulting Lender to fund its Pro Rata Revolving Share of any Revolving Loan (or its ratable share of any other credit extension or payment) required hereunder. Each borrowing shall be on a Business Day. Each Base Rate borrowing shall be in an aggregate amount of at least $100,000 and an integral multiple of $50,000, and each LIBOR borrowing shall be in an aggregate amount of at least $100,000 and an integral multiple of at least $50,000.

Borrowing. (a) Administrative A Borrower shall give request each Revolving Credit Advance by written notice or telephonic notice to Lender substantially in the form of Exhibit A (followed immediately by written confirmation thereofeach a “Notice of Borrowing”) given no later than: (i) 3:00 p.m. (Toronto time) one (1) Business Day prior to Agent the Business Day of each the proposed borrowing of a Revolving Loan not later than (a) advance, in the case of a Base Rate borrowing, 11:30 a.m. New York time on Revolving Credit Advances to be made in $ based upon RBP and in U.S.$ based upon RBUSBR; and (ii) 12:00 p.m. (Toronto time) one (1) Business Day prior to the Business Day of the proposed date of such borrowingadvance, and (b) in the case of a LIBOR borrowing, 11:30 a.m. New York time at least three Revolving Credit Advances to be made in $ based upon Term XXXXX; and (iii) 12:00 p.m. (Toronto time) two (2) Business Days prior to the Business Day of the proposed date advance and within two (2) Business Days of such borrowing. Each such notice shall be effective upon receipt by Agent, shall be irrevocable, the delivery of the documents and shall specify, information provided for in the form of a Borrowing Notice, the date, amount and type of borrowing andSection 4.1(a), in the case of Revolving Credit Advances to be made in U.S.$ based upon the Term SOFR Rate. Lender shall be fully protected under this Agreement in relying upon, and shall be entitled to rely upon: (i) any Notice of Borrowing believed by Xxxxxx to be genuine; and (ii) the assumption that the Persons making electronic requests or executing and delivering a LIBOR borrowingNotice of Borrowing were duly authorized, unless the initial Interest Period thereforresponsible individual acting thereon for Lender shall have actual knowledge to the contrary. Promptly As an accommodation to Borrowers, Xxxxxx may permit telephonic (which shall, promptly upon receipt of such noticerequest be confirmed in writing by a Borrower), Agent shall advise each Lender with electronic, or facsimile requests for a Revolving Loan Commitment thereof Credit Advance and electronic or facsimile transmittal of instructions, authorizations, agreements or reports to Lender by Borrowers. Unless Borrowers specifically direct Lender in writing (via facsimilenot to accept or act upon telephonic, facsimile or electronic mail or IntraLinks). Not later than 1:30 p.m. New York time on the date of communications from a proposed Revolving Loan borrowingBorrower, each Lender with a Revolving Loan Commitment shall provide Agent at the office specified by Agent with immediately available funds covering such Lender’s applicable Pro Rata Revolving Share of such borrowing and, so long as Agent has not received written notice that the conditions precedent set forth in Section 4 with respect to such borrowing have not been satisfied, Agent shall pay over the funds received by Agent no liability to Borrowers on the requested borrowing date. The failure for any loss or damage suffered by Borrowers as a result of a Defaulting Lender to fund its Pro Rata Revolving Share of a Revolving Loan (or its ratable share Xxxxxx’s honouring of any other credit extension or payment) required hereunder shall not relieve any other Lender of its obligation to fund its Pro Rata Revolving Share of such Revolving Loan (orrequests, as applicable, its ratable share of such other credit extension or payment), but neither any other Lender nor Agent shall be responsible for the failure execution of any Defaulting instructions, authorizations or agreements or reliance on any reports communicated to it telephonically, by facsimile or electronically and purporting to have been sent to Lender by Borrowers, and Xxxxxx shall have no duty to fund its Pro Rata Revolving Share verify the origin of any Revolving Loan (such communication or its ratable share the identity or authority of any other credit extension or payment) required hereunder. Each borrowing shall be on a Business Day. Each Base Rate borrowing shall be in an aggregate amount of at least $100,000 and an integral multiple of $50,000, and each LIBOR borrowing shall be in an aggregate amount of at least $100,000 and an integral multiple of at least $50,000the Person sending it.

Borrowing. (a) The Borrowing of LIBO Rate Loans shall be made upon delivery by the Borrower of an irrevocable Loan Notice to the Administrative Borrower shall give written notice or telephonic notice (followed immediately Agent, appropriately completed and signed by written confirmation thereof) to a Responsible Officer of the Borrower. The Loan Notice must be received by the Administrative Agent of each proposed borrowing of a Revolving Loan not later than (a) in the case of a Base Rate borrowing, 11:30 11:00 a.m. New York time on the proposed date of such borrowing, and (b) in the case of a LIBOR borrowing, 11:30 a.m. New York time at least three Business Days prior to the proposed requested date of such borrowingany Borrowing of LIBO Rate Loans. Each such notice The Loan Notice shall specify (i) the requested date of the Borrowing of LIBO Rate Loans (which shall be effective upon a Business Day), (ii) the principal amount of LIBO Rate Loans to be borrowed and (iii) the account or accounts of the Borrower into which the funding of the LIBO Rate Loans should be made. (b) Following receipt by Agent, shall be irrevocable, and shall specify, in of the form of a Borrowing Loan Notice, the date, amount and type of borrowing and, in the case of a LIBOR borrowing, the initial Interest Period therefor. Promptly upon receipt of such notice, Administrative Agent shall advise promptly notify each Lender with a Revolving of the amount of its Applicable Percentage of the applicable LIBO Rate Loan. Each Lender shall make the amount of its Loan Commitment thereof available to the Administrative Agent in writing (via facsimile, electronic mail or IntraLinks). Not later than 1:30 p.m. New York time on the date of a proposed Revolving Loan borrowing, each Lender with a Revolving Loan Commitment shall provide Agent at the office specified by Agent with immediately available funds covering such Lenderat the Administrative Agent’s Office not later than 11:00 a.m. (New York City time) on the Business Day specified in the Loan Notice as the proposed Borrowing Date. Upon satisfaction of the applicable Pro Rata Revolving Share of such borrowing and, so long as Agent has not received written notice that the conditions precedent set forth in Section 4 with respect to such borrowing have not been satisfiedSections 5.1 and 5.2, the Administrative Agent shall pay over make all funds so received available to the Borrower in like funds as received by Agent to Borrowers the Administrative Agent, either by (i) crediting the account of the Borrower on the requested borrowing datebooks 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 Administrative Agent by the Borrower. (c) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period upon determination of such interest rate. The failure of a Defaulting Lender At any time that Base Rate Loans are outstanding pursuant to fund its Pro Rata Revolving Share of a Revolving Loan (Section 3.2 or its ratable share 3.3, the Administrative Agent shall notify the Borrower and the Lenders of any other credit extension or payment) required hereunder shall not relieve any other Lender of change in its obligation to fund its Pro Rata Revolving Share “prime rate” used in determining the Base Rate promptly following the public announcement of such Revolving change. (d) A LIBO Rate Loan (or, as applicable, its ratable share of such other credit extension or payment), but neither any other Lender nor Agent shall may only be responsible for the failure of any Defaulting Lender to fund its Pro Rata Revolving Share of any Revolving Loan (or its ratable share of any other credit extension or payment) required hereunder. Each borrowing shall be on converted into a Business Day. Each Base Rate borrowing shall be Loan as provided in an aggregate amount of at least $100,000 Sections 3.2 and an integral multiple of $50,000, and each LIBOR borrowing shall be in an aggregate amount of at least $100,000 and an integral multiple of at least $50,0003.

Borrowing. (a) There shall be no more than three Borrowings of Tranche B Loans hereunder. A Borrowing of the Tranche B Loans shall only be made on a Business Day during the Availability Period; (b) The Borrowing of Tranche B LIBO Rate Loans shall be made upon delivery by the Borrower of an irrevocable Loan Notice to the Administrative Borrower shall give written notice or telephonic notice (followed immediately Agent, appropriately completed and signed by written confirmation thereof) to a Responsible Officer of the Borrower. The Loan Notice must be received by the Administrative Agent of each proposed borrowing of a Revolving Loan not later than (a) in the case of a Base Rate borrowing, 11:30 11:00 a.m. New York time on the proposed date of such borrowing, and (b) in the case of a LIBOR borrowing, 11:30 a.m. New York time at least three Business Days prior to the proposed requested date of such borrowingany Borrowing of Tranche B LIBO Rate Loans. Each such notice The Loan Notice shall specify, (i) the requested date of the Borrowing of Tranche B LIBO Rate Loans (which shall be effective upon a Business Day), (ii) the principal amount of Tranche B LIBO Rate Loans to be borrowed, (iii) the account or accounts of the Borrower into which the funding of the Tranche B LIBO Rate Loans should be made. (c) Following receipt by Agent, shall be irrevocable, and shall specify, in of the form of a Borrowing Loan Notice, the date, amount and type of borrowing and, in the case of a LIBOR borrowing, the initial Interest Period therefor. Promptly upon receipt of such notice, Administrative Agent shall advise promptly notify each Tranche B Lender with a Revolving of the amount of its Applicable Percentage of the applicable Tranche B LIBO Rate Loan. Each Tranche B Lender shall make the amount of its Tranche B Loan Commitment thereof available to the Administrative Agent in writing (via facsimile, electronic mail or IntraLinks). Not later than 1:30 p.m. New York time on the date of a proposed Revolving Loan borrowing, each Lender with a Revolving Loan Commitment shall provide Agent at the office specified by Agent with immediately available funds covering such Lenderat the Administrative Agent’s Office not later than 11:00 a.m. (New York City time) on the Business Day specified in the Loan Notice as the proposed Borrowing Date. Upon satisfaction of the applicable Pro Rata Revolving Share of such borrowing and, so long as Agent has not received written notice that the conditions precedent set forth in Section 4 with respect to such borrowing have not been satisfiedSections 5.1 and 5.2, the Administrative Agent shall pay over make all funds so received available to the Borrower in like funds as received by Agent to Borrowers the Administrative Agent, either by (i) crediting the account of the Borrower on the requested borrowing datebooks 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 Administrative Agent by the Borrower. (d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period upon determination of such interest rate. The failure of a Defaulting Lender At any time that Base Rate Loans are outstanding pursuant to fund its Pro Rata Revolving Share of a Revolving Loan (Section 3.2 or its ratable share 3.3, the Administrative Agent shall notify the Borrower and the Lenders of any other credit extension or payment) required hereunder shall not relieve any other Lender of change in its obligation to fund its Pro Rata Revolving Share “prime rate” used in determining the Base Rate promptly following the public announcement of such Revolving change. (e) A LIBO Rate Loan (or, as applicable, its ratable share of such other credit extension or payment), but neither any other Lender nor Agent shall may only be responsible for the failure of any Defaulting Lender to fund its Pro Rata Revolving Share of any Revolving Loan (or its ratable share of any other credit extension or payment) required hereunder. Each borrowing shall be on converted into a Business Day. Each Base Rate borrowing shall be Loan as provided in an aggregate amount of at least $100,000 Sections 3.2 and an integral multiple of $50,000, and each LIBOR borrowing shall be in an aggregate amount of at least $100,000 and an integral multiple of at least $50,0003.

Borrowing. ‌ (a) Administrative Borrower Representative shall give written notice or telephonic notice (followed immediately by written confirmation thereof) to Agent of each proposed borrowing of a Revolving Loan not later than (a) in the case of a Base Prime Rate borrowing, 11:30 a.m. New York 12:00 p.m. [Toronto]13 time on the proposed date of such borrowing, and (b) (x) in the case of a LIBOR borrowingan Term XXXXX or Daily Compounded XXXXX borrowings on the Closing Date, 11:30 a.m. New York 12:00 p.m. [Toronto] time at least one (1) Business Day prior to the Closing Date and (y) in the case of all other Term XXXXX or Daily Compounded XXXXX borrowings, 12:00 p.m. [Toronto] time at least three (3) Business Days prior to the proposed date of such borrowing. Each such notice shall be effective upon receipt by Agent, shall be irrevocable, and shall specify, in the form of a Borrowing NoticeNotice of Borrowing, the date, amount and type of borrowing and, in the case of a LIBOR an Term XXXXX or an Daily Compounded XXXXX borrowing, the initial XXXXX Interest Period therefor; provided, that such notice may be conditioned upon the consummation of a transaction permitted hereunder and may be rescinded or the date of such notice amended in connection therewith. Promptly upon receipt of such notice, Agent shall advise each Lender with a Revolving Loan Commitment thereof in writing (via facsimile, electronic mail or IntraLinksSyndtrak (or any similar service)). Not later than 1:30 2:00 p.m. New York [Toronto] time on the date of a proposed Revolving Loan borrowing, each Lender with a Revolving Loan Commitment shall provide Agent at the office specified by Agent with immediately available funds covering such LenderXxxxxx’s applicable Pro Rata Revolving Share of such borrowing and, so long as Agent has not received written notice that the conditions precedent set forth in Section 4 with respect to such borrowing have not been satisfied, Agent shall pay over the funds received by Agent to Borrowers Borrower Representative on the requested borrowing date. The failure of a Defaulting Lender to fund its Pro Rata Revolving Share of a Revolving Loan (or its ratable share of any other credit extension or payment) required hereunder shall not relieve any other Lender of its obligation to fund its Pro Rata Revolving Share of such Revolving Loan (or, as applicable, its ratable share of such other credit extension or payment), but neither any other Lender nor Agent shall be responsible for the failure 13 NTD: Please confirm whether Toronto times can be replaced with Vancouver local times. of any Defaulting Lender to fund its Pro Rata Revolving Share of any Revolving Loan (or its ratable share of any other credit extension or payment) required hereunder. Each borrowing shall be on a Business Day. Each Base Prime Rate borrowing shall be in an aggregate amount of at least $100,000 and an integral multiple of $50,000, and each LIBOR Term XXXXX borrowing and Daily Compounded XXXXX borrowing shall be in an aggregate amount of at least $100,000 and an integral multiple of at least $50,000. (b) Borrowers shall give written notice to Agent of each proposed borrowing of a Delayed Draw Term Loan not later than 12:00 p.m. [Toronto] time at least three (3) Business Days prior to the proposed date of such borrowing . Each such notice shall be effective upon receipt by Agent, shall be irrevocable, and shall specify, in the form of a Notice of Borrowing, the date, amount and type of borrowing and, in the case of an Term CORRAor Daily Compounded XXXXX borrowing, the initial XXXXX Interest Period therefor; provided, that such notice may be conditioned upon the consummation of a transaction permitted hereunder and may be rescinded or the date of such notice amended in connection therewith. Promptly upon receipt of such notice, Agent shall advise each Lender with a Delayed Draw Term Loan Commitment thereof in writing (via facsimile, electronic mail or Syndtrak (or any similar service)). Not later than 2:00 p.m. [Toronto] time on the date of a proposed Delayed Draw Term Loan borrowing, each Lender with a Delayed Draw Term Loan Commitment shall provide Agent at the office specified by Agent with immediately available funds covering such Lender’s applicable Pro Rata Delayed Draw Term Loan Share of such borrowing and, so long as Agent has not received written notice that the conditions precedent set forth in Section 4 (subject to Section 1.3) with respect to such borrowing have not been satisfied, Agent shall pay over the funds received by Agent to Borrowers on the requested borrowing date. The failure of a Defaulting Lender to fund its Pro Rata Delayed Draw Term Loan Share of a Delayed Draw Term Loan (or its ratable share of any other credit extension or payment) required hereunder shall not relieve any other Lender of its obligation to fund its Pro Rata Delayed Draw Term Loan Share of such Delayed Draw Term Loan (or, as applicable, its ratable share of such other credit extension or payment), but neither any other Lender nor Agent shall be responsible for the failure of any Defaulting Lender to fund its Pro Rata Delayed Draw Term Loan Share of any Delayed Draw Term Loan (or its ratable share of any other credit extension or payment) required hereunder. Each such borrowing shall be on a Business Day. Each borrowing of a Delayed Draw Term Loan shall be in an aggregate amount of at least $500,000 and an integral multiple of $100,000.

Borrowing. (a) Each Lender shall make the amount of its Loan available to Administrative Borrower shall give written notice or telephonic notice (followed immediately by written confirmation thereof) to Agent of each proposed borrowing of a Revolving Loan not later than 12:00 Noon (aNew York City time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 p.m. (New York time) on the applicable Funding Date, in each case in same day funds in Dollars, at the Funding and Payment Office. Except as provided in subsection 2.1A(v) or subsection 3.3B with respect to Revolving Loans used to repay refunded Swing Line Loans or to reimburse Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.2 (in the case of a Base Rate borrowing, 11:30 a.m. New York time Loans made on the proposed date of such borrowing, Effective Date) and 4.3 (b) in the case of all Loans), Administrative Agent shall make the proceeds of such Loans available to Company on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders, or Swing Line Lender, as the case may be, to be credited to the account of Company at the Funding and Payment Office. Unless Administrative Agent shall have been notified by any Lender prior to the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Company a LIBOR borrowingcorresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, 11:30 a.m. New York time Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at least the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days prior and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the proposed date of such borrowingamount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Each such notice Nothing in this subsection 2.1C shall be effective upon receipt by Agent, shall be irrevocable, and shall specify, in the form of a Borrowing Notice, the date, amount and type of borrowing and, in the case of a LIBOR borrowing, the initial Interest Period therefor. Promptly upon receipt of such notice, Agent shall advise each Lender with a Revolving Loan Commitment thereof in writing (via facsimile, electronic mail or IntraLinks). Not later than 1:30 p.m. New York time on the date of a proposed Revolving Loan borrowing, each Lender with a Revolving Loan Commitment shall provide Agent at the office specified by Agent with immediately available funds covering such Lender’s applicable Pro Rata Revolving Share of such borrowing and, so long as Agent has not received written notice that the conditions precedent set forth in Section 4 with respect deemed to such borrowing have not been satisfied, Agent shall pay over the funds received by Agent to Borrowers on the requested borrowing date. The failure of a Defaulting Lender to fund its Pro Rata Revolving Share of a Revolving Loan (or its ratable share of any other credit extension or payment) required hereunder shall not relieve any other Lender of from its obligation to fund fulfill its Pro Rata Revolving Share of such Revolving Loan (or, Commitments hereunder or to prejudice any rights that Company may have against any Lender as applicable, its ratable share of such other credit extension or payment), but neither any other Lender nor Agent shall be responsible for the failure a result of any Defaulting default by such Lender to fund its Pro Rata Revolving Share of any Revolving Loan (or its ratable share of any other credit extension or payment) required hereunder. Each borrowing shall be on a Business Day. Each Base Rate borrowing shall be in an aggregate amount of at least $100,000 and an integral multiple of $50,000, and each LIBOR borrowing shall be in an aggregate amount of at least $100,000 and an integral multiple of at least $50,000.

Borrowing. (a) The Borrowing shall be made upon the Loan Party Representative's irrevocable notice to the Senior Subordinated Administrative Borrower shall give written Agent. Such notice or telephonic notice (followed immediately must be received by written confirmation thereof) to the Senior Subordinated Administrative Agent of each proposed borrowing of a Revolving Loan not later than (a) in the case of a Base Rate borrowing, 11:30 11:00 a.m. New York time on the proposed requested date of such borrowing, the Borrowing and (b) in the case of a LIBOR borrowing, 11:30 a.m. New York time at least three Business Days prior to the proposed date of such borrowing. Each such notice shall be effective upon receipt by Agent, shall be irrevocable, and shall specify, in the form of the Loan Notice, appropriately completed and signed by a Responsible Officer of the Loan Party Representative. The Loan Notice shall specify (i) the requested date of the Borrowing, (ii) the principal amount of Senior Subordinated Loans to be borrowed and (iii) the Applicable Borrower or Applicable Borrowers for which the Borrowing is requested. If the Loan Party Representative fails to specify the Applicable Borrower or Applicable Borrowers for which the Borrowing is requested, the Borrowing shall be deemed to be requested for the account of Enterprises. (b) Following receipt of the Loan Notice, the date, amount and type of borrowing and, in the case of a LIBOR borrowing, the initial Interest Period therefor. Promptly upon receipt of such notice, Senior Subordinated Administrative Agent shall advise promptly notify each Senior Subordinated Lender with a Revolving of the amount of its Applicable Percentage of the Senior Subordinated Loans. Each Senior Subordinated Lender shall make the amount of its Senior Subordinated Loan Commitment thereof available to the Senior Subordinated Administrative Agent in writing (via facsimile, electronic mail or IntraLinks). Not later than 1:30 p.m. New York time on the date of a proposed Revolving Loan borrowing, each Lender with a Revolving Loan Commitment shall provide Agent at the office specified by Agent with immediately available funds covering such Lender’s applicable Pro Rata Revolving Share at the Senior Subordinated Administrative Agent's Office not later than 1:00 p.m. on the Business Day specified in the Loan Notice. Upon satisfaction of such borrowing and, so long as Agent has not received written notice that the conditions precedent set forth in Section 4 with respect to such borrowing have not been satisfied4.01, the Senior Subordinated Administrative Agent shall pay over make all funds so received available to the Applicable Borrower in like funds as received by the Senior Subordinated Administrative Agent to Borrowers either by (i) crediting an account of each Applicable Borrower on the requested borrowing date. books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Senior Subordinated Administrative Agent by the Loan Party Representative. (c) The failure of a Defaulting any Senior Subordinated Lender to fund make its Pro Rata Revolving Share of a Revolving Senior Subordinated Loan (or its ratable share of any other credit extension or payment) required hereunder shall not relieve any other Senior Subordinated Lender of its obligation obligation, if any, hereunder to fund make its Pro Rata Revolving Share Senior Subordinated Loan on the date of such Revolving Loan (or, as applicable, its ratable share of such other credit extension or payment)the Borrowing, but neither any other no Senior Subordinated Lender nor Agent shall be responsible for the failure of any Defaulting other Senior Subordinated Lender to fund make its Pro Rata Revolving Share Senior Subordinated Loan to be made by such other Senior Subordinated Lender on the date of any Revolving Loan (or its ratable share of any other credit extension or payment) required hereunder. Each borrowing shall be on a Business Day. Each Base Rate borrowing shall be in an aggregate amount of at least $100,000 and an integral multiple of $50,000, and each LIBOR borrowing shall be in an aggregate amount of at least $100,000 and an integral multiple of at least $50,000the Borrowing.

Borrowing. (a) Each Lender shall make the amount of its Loan available to Administrative Borrower shall give written notice or telephonic notice (followed immediately by written confirmation thereof) to Agent of each proposed borrowing of a Revolving Loan not later than 11:00 A.M. (aSan Francisco time) or 12:00 Noon (London time), as applicable, on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 11:00 A.M. (San Francisco time) on the applicable Funding Date in same day funds in Dollars, at the Funding and Payment Office. In the case of a Base Rate borrowingRevolving Sterling Loans, 11:30 a.m. New York time on such notice will also provide the proposed date approximate Dollar Equivalent of the amount of such borrowing, and (b) in the case of a LIBOR borrowing, 11:30 a.m. New York time at least three Business Days prior to the proposed date of such borrowing. Each such notice shall be effective upon receipt by Agent, shall be irrevocable, and shall specify, in the form of a Borrowing Notice, the date, amount and type of borrowing and, in the case of a LIBOR borrowing, the initial Interest Period therefor. Promptly upon receipt of such notice, Agent shall advise each Lender with a Revolving Loan Commitment thereof in writing (via facsimile, electronic mail or IntraLinks). Not later than 1:30 p.m. New York time on the date of a proposed Revolving Loan borrowing, each Lender with a Revolving Loan Commitment shall provide Agent at the office specified by Agent with immediately available funds covering such Lender’s applicable 's Pro Rata Revolving Share of such borrowing andRevolving Sterling Loans, so long as and Administrative Agent has not received written notice that will, upon the conditions precedent set forth in Section 4 with respect to determination of the exact Dollar Equivalent of such borrowing have not been satisfiedamount on the applicable Funding Date, promptly notify such Lender of such amount; provided that, unless -------- Administrative Agent shall pay over the funds received by Agent to Borrowers on the requested borrowing date. The failure of a Defaulting otherwise agree with any Lender to fund its Pro Rata Revolving Share of a Revolving Loan (or its ratable share of any other credit extension or payment) required hereunder in writing, nothing in this sentence shall not relieve any other Lender of its obligation to fund its Pro Rata Revolving Share of all Loans in the Applicable Currency. Except as provided in subsection 2.1A(vi) and subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse the Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsection 4.1 (in the case of Loans made on the Closing Date) 4.2 (in the case of Loans made on the Merger Date) and 4.3 (in the case of all Loans), Administrative Agent shall make the proceeds of such Revolving Loan (orLoans available to Company on the applicable Funding Date by causing an amount of same day funds in Dollars or Sterling, as applicablethe case may be, its ratable share equal to the proceeds of all such Loans received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the account of Company at the Funding and Payment Office. Unless Administrative Agent shall have been notified by any Lender prior to the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such other credit extension or payment)Lender's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but neither any other Lender nor shall not be obligated to, make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be responsible entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the failure correction of errors among banks for three Business Days and thereafter at the Dollar Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any Defaulting default by such Lender to fund its Pro Rata Revolving Share of any Revolving Loan (or its ratable share of any other credit extension or payment) required hereunder. Each borrowing shall be on a Business Day. Each Base Rate borrowing shall be in an aggregate amount of at least $100,000 and an integral multiple of $50,000, and each LIBOR borrowing shall be in an aggregate amount of at least $100,000 and an integral multiple of at least $50,000.

Borrowing. (a) Administrative If Borrower shall give written notice or telephonic notice (followed immediately by written confirmation thereof) fails to Agent of each proposed borrowing of a Revolving Loan not later than (a) in the case of a Base Rate borrowing, 11:30 a.m. New York time on the proposed date of make such borrowing, and (b) in the case of a LIBOR borrowing, 11:30 a.m. New York time at least three Business Days prior to the proposed date of such borrowing. Each such notice shall be effective upon receipt by Agent, shall be irrevocable, and shall specify, in the form of a Borrowing Noticepayment when due, the date, amount and type Administrative Agent shall notify each Revolving Credit Lender of borrowing and, in the case of a LIBOR borrowingapplicable LC Disbursement, the initial Interest Period thereforpayment then due from Borrower in respect thereof and such Revolving Credit Lender’s Applicable Percentage thereof. Promptly upon following receipt of such notice, each Revolving Credit Lender shall pay to the Administrative Agent shall advise each Lender with a Revolving Loan Commitment thereof its Applicable Percentage of the payment then due from Borrower, in writing (via facsimile, electronic mail or IntraLinks). Not later than 1:30 p.m. New York time on the date of a proposed Revolving Loan borrowing, each Lender with a Revolving Loan Commitment shall provide Agent at the office specified by Agent with immediately available funds covering such Lender’s applicable Pro Rata Revolving Share of such borrowing and, so long same manner as Agent has not received written notice that the conditions precedent set forth provided in Section 4 2.06 with respect to Revolving Credit Loans made by such borrowing have not been satisfiedRevolving Credit Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Lenders), and the Administrative Agent shall promptly pay over to the funds Issuing Lender the amounts so received by it from the Revolving Credit Lenders. Promptly following receipt by the Administrative Agent of any payment from Borrower pursuant to Borrowers on this paragraph, the requested borrowing dateAdministrative Agent shall distribute such payment to the Issuing Lender or, to the extent that Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse the Issuing Lender, then to such Revolving Credit Lenders and the Issuing Lender as their interests may appear. The failure of a Defaulting Lender to fund its Pro Rata Revolving Share of Any payment made by a Revolving Credit Lender pursuant to this paragraph to reimburse the Issuing Lender for any LC Disbursement (other than the funding of ABR Loans as contemplated above) shall not constitute a Loan (or its ratable share of any other credit extension or payment) required hereunder and shall not relieve any other Lender Borrower of its obligation to fund its Pro Rata Revolving Share of reimburse such Revolving Loan (or, as applicable, its ratable share of such other credit extension or payment), but neither any other Lender nor Agent shall be responsible for the failure of any Defaulting Lender to fund its Pro Rata Revolving Share of any Revolving Loan (or its ratable share of any other credit extension or payment) required hereunder. Each borrowing shall be on a Business Day. Each Base Rate borrowing shall be in an aggregate amount of at least $100,000 and an integral multiple of $50,000, and each LIBOR borrowing shall be in an aggregate amount of at least $100,000 and an integral multiple of at least $50,000LC Disbursement.

Borrowing. (a) Each Borrowing shall be made upon the Borrower’s irrevocable notice to the Administrative Borrower shall give written notice or telephonic notice Agent (followed immediately by written confirmation thereof) to Agent of each proposed borrowing in the form of a Revolving written Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower). Each such notice must be received by the Administrative Agent not later than 11:00 a.m. at least three (a3) Business Days’ prior to the requested date of any Borrowing. Each Loan Notice shall specify (i) the requested date of the Borrowing (which shall be a Business Day) and (ii) the principal amount of Loans to be borrowed. (b) Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of the applicable Loans to be funded by it (for the avoidance of doubt, the amount to be funded by each Lender shall be equal to the exact amount required for the applicable Tranche to be held by the Lenders in accordance with their Applicable Percentages after the funding thereof). 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 Article V, the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent by wire transfer of such funds in accordance with instructions provided to (and acceptable to) the Administrative Agent by the Borrower. (c) The Borrower may, at any time after the Restatement Date but prior to the Maturity Date, upon prior written notice by the Borrower to the Administrative Agent and each Lender, institute the Add-On Term Loan in a maximum aggregate principal amount of up to SIX MILLION DOLLARS ($6,000,000); provided, that: (i) any such institution shall be effected pursuant to an Add-On Term Loan Joinder Agreement executed by the Borrower, the Guarantors, the Administrative Agent and each of the Add-On Term Loan Lenders; (ii) the Borrower shall obtain commitments for the amount of the Add-On Term Loan from existing Lenders or other Persons acceptable to the Required Lenders, which Lenders shall join in this Agreement as Add-On Term Loan Lenders by executing the Add-On Term Loan Joinder Agreement; provided, that, (A) each existing Lender shall be afforded the opportunity to commit to the Add-On Term Loan in an amount equal to its Applicable Percentage of all of the outstanding Loans as of the Restatement Date (for the avoidance of doubt, after giving effect to the funding of the Term Loan A on the Restatement Date) and (B) if any Lender declines to commit to the Add-On Term Loan in an amount equal to its Applicable Percentage of all of the outstanding Loans as of the Restatement Date (each a “Declining Lender”), then any Lenders that have committed to the Add-On Term Loan in the full amount of their respective Applicable Percentages of all of the Loans as of the Restatement Date (each a “Committing Lender”) shall be afforded the opportunity to provide additional commitments to the Add-On Term Loan for that portion of the commitments for the Add-On Term Loan declined by the Declining Lenders (and if Committing Lenders offer to provide commitments in an amount exceeding the amount of commitments for the Add-On Term Loan declined by the Declining Lenders, then the commitments for the Add-On Term Loan declined by the Declining Lenders shall be allocated amongst the Committing Lenders who have so elected on a pro rata basis in accordance with their Applicable Percentages of all of the outstanding Loans as of the Restatement Date); (iii) any such institution of the Add-On Term Loan (A) shall be in a minimum aggregate principal amount of $1,000,000 and integral multiples of $500,000 in excess thereof and (B) shall be limited to a maximum aggregate principal amount that would not cause the aggregate outstanding principal amount of the Loans to exceed $22,000,000; (iv) the Administrative Agent and the Lenders shall have received a certificate of a Responsible Officer of the Borrower certifying that no Default or Event of Default shall exist and be continuing at the time of such institution; (A) the maturity date for the Add-On Term Loan shall be identical to the Maturity Date and (B) there shall be no scheduled principal amortization payments with respect to the Add-On Term Loan prior to the scheduled payment in full of the Add-On Term Loan on the Maturity Date; (vi) (A) the interest rate applicable to the Add-On Term Loan shall be identical to the interest rate set forth in Section 2.05(a) and, for the avoidance of doubt, any prepayment premium and/or exit fees applicable to the Term Loan and/or the Term Loan A shall also be applicable to the Add-On Term Loan and (B) in connection with the institution of the Add-On Term Loan, the Borrower shall issue warrants or common stock to each Add-On Term Loan Lender on terms and conditions substantially similar to those contained in the Warrants or the Restatement Date Common Stock (as applicable) (each “Additional Equity”) (it being understood that, in addition to any discounts or fees that may give rise to original issue discount with respect to the Add-On Term Loan, any common stock or warrants issued to each Add-On Term Loan Lender may result in the Add-On Term Loan having been issued with original issue discount); provided, that, each Add-On Term Loan Lender shall be issued the same type of Additional Equity (i.e., warrants or common stock) in connection with the institution of the Add-On Term Loan; (vii) as a condition precedent to such institution of the Add-On Term Loan and the effectiveness of the Add-On Term Loan Joinder Agreement, the Borrower shall deliver to the Administrative Agent and the Lenders a combined certificate of all Loan Parties dated as of the date of such institution and effectiveness signed by a Responsible Officer of each Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to the Add-On Term Loan, and (B) in the case of a Base Rate borrowingthe Borrower, 11:30 a.m. New York time certifying that, before and after giving effect to the institution of the Add-On Term Loan, (x) the representations and warranties contained in Article VI and the other Investment Documents are true and correct in all material respects on and as of the proposed date of such borrowinginstitution, except (i) for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects on and as of the date of such institution, (ii) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects as of such date and (iii) that for purposes of this Section 2.02(c), the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01; (viii) (A) no existing Lender shall be under any obligation to become an Add-On Term Loan Lender and any such decision whether to become an Add-On Term Loan Lender shall be in such Lender’s sole discretion and (B) to the case of extent that any Add-On Term Loan Lender was not a LIBOR borrowing, 11:30 a.m. New York time at least three Business Days Lender immediately prior to the proposed date incurrence of such borrowing. Each such notice shall be effective upon receipt by Agent, shall be irrevocable, and shall specify, in the form of a Borrowing NoticeAdd-On Term Loan, the date, amount Borrower and type of borrowing and, in the case of a LIBOR borrowing, the initial Interest Period therefor. Promptly upon receipt of such notice, Administrative Agent shall advise each Lender with have received any documents required to be delivered by a Revolving Loan Commitment thereof in writing (via facsimile, electronic mail or IntraLinks). Not later than 1:30 p.m. New York time on the date of a proposed Revolving Loan borrowing, each Lender with a Revolving Loan Commitment shall provide Agent at the office specified by Agent with immediately available funds covering such Lender’s applicable Pro Rata Revolving Share of such borrowing and, so long as Agent has not received written notice that the conditions precedent set forth in Section 4 with respect to such borrowing have not been satisfied, Agent shall pay over the funds received by Agent to Borrowers on the requested borrowing date. The failure of a Defaulting Lender to fund its Pro Rata Revolving Share of a Revolving Loan (or its ratable share of any other credit extension or payment) required hereunder shall not relieve any other Lender of its obligation to fund its Pro Rata Revolving Share of such Revolving Loan (orthe Borrower and the Administrative Agent, as applicable, its ratable share pursuant to the terms of such other credit extension or payment), but neither any other Lender nor Agent this Agreement; (ix) Schedule 2.01 shall be responsible for deemed revised to reflect the failure commitments and commitment percentages of any Defaulting Lender the Add-On Term Loan Lenders with respect to fund its Pro Rata Revolving Share of any Revolving the Add-On Term Loan (or its ratable share of any other credit extension or payment) required hereunder. Each borrowing shall be on a Business Day. Each Base Rate borrowing shall be as set forth in an aggregate amount of at least $100,000 and an integral multiple of $50,000, and each LIBOR borrowing shall be in an aggregate amount of at least $100,000 and an integral multiple of at least $50,000the Add-On Term Loan Joinder Agreement.

Borrowing. (a) Administrative A Borrower shall give request each Revolving Credit Advance by written notice or telephonic notice to Lender substantially in the form of Exhibit A (followed immediately by written confirmation thereofeach a “Notice of Borrowing”) given no later than: (i) 3:00 p.m. (Toronto time) one (1) Business Day prior to Agent the Business Day of each the proposed borrowing of a Revolving Loan not later than (a) advance, in the case of a Base Rate borrowing, 11:30 a.m. New York time on Revolving Credit Advances to be made in $ based upon RBP and in U.S.$ based upon RBUSBR; and (ii) 12:00 p.m. (Toronto time) one (1) Business Day prior to the Business Day of the proposed date of such borrowingadvance, and (b) in the case of a LIBOR borrowing, 11:30 a.m. New York time at least three Revolving Credit Advances to be made in $ based upon the CDOR Rate; and (iii) 12:00 p.m. (Toronto time) two (2) Business Days prior to the Business Day of the proposed date advance and within two (2) Business Days of such borrowing. Each such notice shall be effective upon receipt by Agent, shall be irrevocable, the delivery of the documents and shall specify, information provided for in the form of a Borrowing Notice, the date, amount and type of borrowing andSection 4.1(a), in the case of Revolving Credit Advances to be made in U.S.$ based upon the Term SOFR Rate. Lender shall be fully protected under this Agreement in relying upon, and shall be entitled to rely upon: (i) any Notice of Borrowing believed by Xxxxxx to be genuine; and (ii) the assumption that the Persons making electronic requests or executing and delivering a LIBOR borrowingNotice of Borrowing were duly authorized, unless the initial Interest Period thereforresponsible individual acting thereon for Lender shall have actual knowledge to the contrary. Promptly As an accommodation to Borrowers, Xxxxxx may permit telephonic (which shall, promptly upon receipt of such noticerequest be confirmed in writing by a Borrower), Agent shall advise each Lender with electronic, or facsimile requests for a Revolving Loan Commitment thereof Credit Advance and electronic or facsimile transmittal of instructions, authorizations, agreements or reports to Lender by Borrowers. Unless Borrowers specifically direct Lender in writing (via facsimilenot to accept or act upon telephonic, facsimile or electronic mail or IntraLinks). Not later than 1:30 p.m. New York time on the date of communications from a proposed Revolving Loan borrowingBorrower, each Lender with a Revolving Loan Commitment shall provide Agent at the office specified by Agent with immediately available funds covering such Lender’s applicable Pro Rata Revolving Share of such borrowing and, so long as Agent has not received written notice that the conditions precedent set forth in Section 4 with respect to such borrowing have not been satisfied, Agent shall pay over the funds received by Agent no liability to Borrowers on the requested borrowing date. The failure for any loss or damage suffered by Borrowers as a result of a Defaulting Lender to fund its Pro Rata Revolving Share of a Revolving Loan (or its ratable share Xxxxxx’s honouring of any other credit extension or payment) required hereunder shall not relieve any other Lender of its obligation to fund its Pro Rata Revolving Share of such Revolving Loan (orrequests, as applicable, its ratable share of such other credit extension or payment), but neither any other Lender nor Agent shall be responsible for the failure execution of any Defaulting instructions, authorizations or agreements or reliance on any reports communicated to it telephonically, by facsimile or electronically and purporting to have been sent to Lender by Borrowers, and Xxxxxx shall have no duty to fund its Pro Rata Revolving Share verify the origin of any Revolving Loan (such communication or its ratable share the identity or authority of any other credit extension or payment) required hereunder. Each borrowing shall be on a Business Day. Each Base Rate borrowing shall be in an aggregate amount of at least $100,000 and an integral multiple of $50,000, and each LIBOR borrowing shall be in an aggregate amount of at least $100,000 and an integral multiple of at least $50,000the Person sending it.