Common use of Borrowing Clause in Contracts

Borrowing. (i) The request for a Loan hereunder shall be made by the Notice of Borrowing from the Borrower to the Agent, given not later than 1:00 P.M. on the date that is ten (10) Business Days prior to the date of the requested borrowing of Loans. The request for borrowing made in the Notice of Borrowing shall be given by telecopy, setting forth (1) the 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 (5) the account at which such requested funds should be made available. The request for borrowing made in the Notice of Borrowing shall be irrevocable by and binding on the Borrower. Loans may be not be reborrowed once repaid. The Agent shall give to each Lender prompt notice (but in no event later than 2:00 P.M. on the date of 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 borrowing is requested to be made pursuant to the Notice of Borrowing, each Lender will make available to the Agent at the address of the Agent set forth on the signature pages hereto, in immediately available funds, its allocation of such borrowing requested 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, the Agent may assume that such Lender will make such amount available to the Agent as required above and the Agent may, in reliance upon such assumption, make available the amount of the borrowing to be provided by such Lender. Upon fulfillment of the conditions set forth in Section 4.1 for such borrowing, the Agent will make such funds available to the Borrower at the account specified by the Borrower in the Notice of Borrowing. (ii) The failure of any Lender to make the Loan to be made by it as part of the borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of the borrowing. (iii) Each 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 borrowing may not be made by telephone, unless no other means are available at the time of such request.

Borrowing. (ia) The request for 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 hereunder shall be made by the Notice of Borrowing from the Borrower to the Agent, given not later than 1:00 P.M. (a) in the case of a Base Rate borrowing, 11:30 a.m. New York time on the proposed date that is ten of such borrowing, and (10b) in the case of a LIBOR borrowing, 11:30 a.m. New York time at least three Business Days prior to the date of the requested borrowing of Loans. The request for borrowing made in the Notice of Borrowing shall be given by telecopy, setting forth (1) the requested proposed date of such borrowing. Each such notice shall be effective upon receipt by Agent, (2) shall be irrevocable, and shall specify, in the aggregate 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 requested borrowingnotice, (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 (5) the account at which such requested funds should be made available. The request for borrowing made in the Notice of Borrowing shall be irrevocable by and binding on the Borrower. Loans may be not be reborrowed once repaid. The Agent shall give to advise each Lender prompt notice with a Revolving Loan Commitment thereof in writing (but in no event via facsimile, electronic mail or IntraLinks). Not later than 2:00 P.M. 1:30 p.m. New York time on the date of 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 a proposed Revolving Loan borrowing is requested to be made pursuant to the Notice of Borrowingborrowing, each Lender will make available to the with a Revolving Loan Commitment shall provide Agent at the address of the office specified by Agent set forth on the signature pages hereto, in with immediately available funds, its allocation funds covering such Lender’s applicable Pro Rata Revolving Share of such borrowing requested to be made. Unless the and, so long as Agent shall have been notified by any Lender prior to the date of borrowing has not received written notice that such Lender does not intend to make available to the Agent its portion of the Loan borrowing to be made on such date, the Agent may assume that such Lender will make such amount available to the Agent as required above and the Agent 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 4.1 for 4 with respect to such borrowingborrowing have not been satisfied, Agent shall pay over the funds received by Agent will make such funds available to Borrowers on the Borrower at the account specified by the Borrower in the Notice of Borrowing. (ii) requested borrowing date. The failure of any a Defaulting Lender to make the fund its Pro Rata Revolving Share of a Revolving Loan to be made by it as part (or its ratable share of the borrowing any other credit extension or payment) required hereunder shall not relieve any other Lender of its obligation, if any, hereunder obligation to make fund its Loan on the date Pro Rata Revolving Share of such borrowingRevolving Loan (or, as applicable, its ratable share of such other credit extension or payment), but no neither any other Lender nor Agent shall be responsible for the failure of any other Defaulting Lender to make the fund its Pro Rata Revolving Share of any Revolving Loan to be made by such (or its ratable share of any other Lender on the date of the borrowing. (iiicredit extension or payment) required hereunder. Each Lender borrowing shall be entitled to earn interest on a Business Day. Each Base Rate borrowing shall be in an aggregate amount of at the then applicable rate least $100,000 and an integral multiple of interest$50,000, calculated and each LIBOR borrowing shall be 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 Loanan aggregate amount of at least $100,000 and an integral multiple of at least $50,000. (iv) A request for a borrowing may not be made by telephone, unless no other means are available at the time of such request.

Borrowing. A Borrower shall request each Revolving Credit Advance by written notice to Lender substantially in the form of Exhibit A (each a “Notice of Borrowing”) given no later than: (i) The request for a Loan hereunder shall 3:00 p.m. (Toronto time) one (1) Business Day prior to the Business Day of the proposed advance, in the case of Revolving Credit Advances to be made by the Notice of Borrowing from the Borrower 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 AgentBusiness Day of the proposed advance, given not later than 1:00 P.M. on in the date that is ten case of Revolving Credit Advances to be made in $ based upon Term XXXXX; and (10iii) 12:00 p.m. (Toronto time) two (2) Business Days prior to the date Business Day of the requested borrowing of Loans. The request for borrowing made in the Notice of Borrowing shall be given by telecopy, setting forth (1) the requested date of such borrowing, proposed advance and within two (2) Business Days of the aggregate amount delivery of such requested borrowingthe documents and information provided for in Section 4.1(a), (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 (5) the account at which such requested funds should be made available. The request for borrowing made in the Notice case of Borrowing shall be irrevocable by and binding on the Borrower. Loans may be not be reborrowed once repaid. The Agent shall give to each Lender prompt notice (but in no event later than 2:00 P.M. on the date of 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 borrowing is requested Revolving Credit Advances to be made pursuant to in U.S.$ based upon the Notice of Borrowing, each Lender will make available to the Agent at the address of the Agent set forth on the signature pages hereto, in immediately available funds, its allocation of such borrowing requested to be madeTerm SOFR Rate. 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, the Agent may assume that such Lender will make such amount available to the Agent as required above and the Agent may, in reliance upon such assumption, make available the amount of the borrowing to be provided by such Lender. Upon fulfillment of the conditions set forth in Section 4.1 for such borrowing, the Agent will make such funds available to the Borrower at the account specified by the Borrower in the Notice of Borrowing. (ii) The failure of any Lender to make the Loan to be made by it as part of the borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of the borrowing. (iii) Each Lender fully protected under this Agreement in relying upon, and shall be entitled to earn interest at rely upon: (i) any Notice of Borrowing believed by Xxxxxx to be genuine; and (ii) the then applicable rate assumption that the Persons making electronic requests or executing and delivering a Notice of interestBorrowing were duly authorized, calculated in accordance with Article III, on outstanding Loans which it has funded unless the responsible individual acting thereon for Lender shall have actual knowledge to the Agent from the date such Lender funded such Loan tocontrary. As an accommodation to Borrowers, but excludingXxxxxx may permit telephonic (which shall, the date on which such Lender is repaid with respect to such Loan. (iv) A promptly upon request be confirmed in writing by a Borrower), electronic, or facsimile requests for a borrowing may Revolving Credit Advance and electronic or facsimile transmittal of instructions, authorizations, agreements or reports to Lender by Borrowers. Unless Borrowers specifically direct Lender in writing not be made to accept or act upon telephonic, facsimile or electronic communications from a Borrower, Lender shall have no liability to Borrowers for any loss or damage suffered by telephoneBorrowers as a result of Xxxxxx’s honouring of any requests, unless execution of any 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 other means are available at duty to verify the time origin of any such requestcommunication or the identity or authority of the Person sending it.

Borrowing. (ia) The request for a Loan hereunder shall be made by upon the Notice of Borrowing from the Borrower to the Agent, given not later than 1:00 P.M. on the date that is ten (10) Business Days prior to the date of the requested borrowing of Loans. The request for borrowing made in the Notice of Borrowing shall be given by telecopy, setting forth (1) the 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 delivery by the Borrower that it has complied in all respects with Section 4.1, all of an irrevocable Borrowing Request to the Facility Agent (which shall be specified in such manner as is necessary to comply with all limitations on Loans outstanding hereunder and (5) the account at which such requested funds should be made available. The request for borrowing made in the Notice of Borrowing shall be irrevocable by and binding on the Borrower. Loans may be not be reborrowed once repaid. The Agent shall give to each Lender prompt notice thereof by facsimile transmission), given no later than 12:00 Noon, New York City time, at least three (3) but in no any event later not more than 2:00 P.M. on seven (7) Business Days prior to the requested date of such Borrowing. The Borrowing Request shall specify (i) the requested date of the Agent’s receipt Borrowing (which shall be a Business Day) and (ii) the aggregate principal amount of notice Loans to be borrowed (and, subject to the terms and conditions set forth herein, the principal amount to be borrowed from each Lender shall be its ratable share of such aggregate principal amount, based upon the Borrower) respective Commitments of each of the requested borrowing Lenders at such time). (b) The Loan shall be borrowed in a single Borrowing having an initial Interest Period of one (1) month and be in a minimum amount of $1,000,000 and increments of $500,000. There shall be no more than three (3) different Interest Periods at any one time for the Notice of Borrowing by telecopy, telex or cable. No later than 3:00 P.M. on the date on which the Loan borrowing is requested to be made pursuant to the Notice of Borrowing, each Loan. (c) Each Lender will shall make available to the Agent at the address of the Agent set forth on the signature pages hereto, in immediately available funds, its allocation of such borrowing requested 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, the Agent may assume that such Lender will make such amount available to the Agent as required above and the Agent may, in reliance upon such assumption, make available the amount of the borrowing Loan to be provided made by it hereunder on the proposed date thereof by wire transfer of immediately available funds not later than 11:00 a.m., New York City time, to the account of the Facility Agent most recently designated by it for such Lenderpurpose by notice to the Lenders. Upon fulfillment satisfaction of the applicable conditions set forth in Section 4.1 for such borrowingArticle IV, the Facility Agent will shall make all funds so received available not later than 1:00 p.m., New York City time, by wire transfer of such funds available funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Borrower at the account specified Facility Agent by the Borrower in the Notice of BorrowingBorrower. (iid) The failure of any Lender to make the Loan to be made by it as part of the borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such borrowingthe Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of the borrowingBorrowing. (iii) Each 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 borrowing may not be made by telephone, unless no other means are available at the time of such request.

Borrowing. ‌ (ia) The request for Borrower Representative shall give written notice to Agent of each proposed borrowing of a Revolving Loan hereunder shall be made by the Notice of Borrowing from the Borrower to the Agent, given not later than 1:00 P.M. (a) in the case of a Prime Rate borrowing, 12:00 p.m. [Toronto]13 time on the proposed date that is ten of such borrowing, and (10b) (x) in the case of an Term XXXXX or Daily Compounded XXXXX borrowings on the Closing Date, 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 date of the requested borrowing of Loans. The request for borrowing made in the Notice of Borrowing shall be given by telecopy, setting forth (1) the requested proposed date of such borrowing. Each such notice shall be effective upon receipt by Agent, (2) shall be irrevocable, and shall specify, in the aggregate form of a Notice of Borrowing, the date, amount and type of borrowing and, in the case of 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 requested borrowingnotice amended in connection therewith. Promptly upon receipt of such notice, (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 (5) the account at which such requested funds should be made available. The request for borrowing made in the Notice of Borrowing shall be irrevocable by and binding on the Borrower. Loans may be not be reborrowed once repaid. The Agent shall give to advise each Lender prompt notice with a Revolving Loan Commitment thereof in writing (but in no event via facsimile, electronic mail or Syndtrak (or any similar service)). Not later than 2:00 P.M. p.m. [Toronto] time on the date of 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 a proposed Revolving Loan borrowing is requested to be made pursuant to the Notice of Borrowingborrowing, each Lender will make available to the with a Revolving Loan Commitment shall provide Agent at the address of the office specified by Agent set forth on the signature pages hereto, in with immediately available funds, its allocation funds covering such Xxxxxx’s applicable Pro Rata Revolving Share of such borrowing requested to be made. Unless the and, so long as Agent shall have been notified by any Lender prior to the date of borrowing has not received written notice that such Lender does not intend to make available to the Agent its portion of the Loan borrowing to be made on such date, the Agent may assume that such Lender will make such amount available to the Agent as required above and the Agent 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 4.1 for 4 with respect to such borrowingborrowing have not been satisfied, Agent shall pay over the funds received by Agent will make such funds available to Borrower Representative on the Borrower at the account specified by the Borrower in the Notice of Borrowing. (ii) requested borrowing date. The failure of any a Defaulting Lender to make the fund its Pro Rata Revolving Share of a Revolving Loan to be made by it as part (or its ratable share of the borrowing any other credit extension or payment) required hereunder shall not relieve any other Lender of its obligationobligation to fund its Pro Rata Revolving Share of such Revolving Loan (or, if anyas 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 Prime Rate borrowing shall be in an aggregate amount of at least $100,000 and an integral multiple of $50,000, and each 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 to make its 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 such 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 no neither any other Lender nor Agent shall be responsible for the failure of any other Defaulting Lender to make the fund its Pro Rata Delayed Draw Term Loan to be made by Share of any Delayed Draw Term Loan (or its ratable share of any other credit extension or payment) required hereunder. Each such other Lender on the date of the borrowing. (iii) Each Lender borrowing shall be entitled to earn interest on a Business Day. Each borrowing of a Delayed Draw Term Loan shall be in an aggregate amount of at the then applicable rate least $500,000 and an integral multiple 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$100,000. (iv) A request for a borrowing may not be made by telephone, unless no other means are available at the time of such request.

Borrowing. (i) The request for a Loan hereunder shall be made by In accordance with condition 19.13 and this condition 24, the Notice of Borrowing Grant Recipient must obtain prior written consent from the Borrower Authority before: borrowing or lending money from any source in connection with the Grant Funding Agreement; and giving any guarantee, indemnities or letters of comfort that relate to the Agent, given not later than 1:00 P.M. Grant Funding Agreement or have any impact on the date that is ten (10) Business Days prior Grant Recipient’s ability to deliver the Funded Activities set out in the Grant Funding Agreement. Publicity The Grant Recipient gives consents to the date Authority to publicise in the press or any other medium the Grant and details of the requested borrowing Funded Activities using any information gathered from the Grant Recipient’s initial Grant application or any monitoring reports submitted to the Authority in accordance with condition 7.4 of Loansthese Conditions. The request for borrowing made in the Notice of Borrowing shall be given by telecopy, setting forth (1) the 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 Grant Recipient must comply with all limitations reasonable requests from the Authority to facilitate visits, provide reports, statistics, photographs and case studies that will assist the Authority in its promotional and fundraising activities relating to the Funded Activities. Subject to conditions 25.4 and 25.5 below, the Grant Recipient must not make, or permit any person to make a Publication on Loans outstanding hereunder and (5) its behalf, a Publication without the account at which such requested funds should be made availableprior written agreement of the Authority. The If the Grant Recipient wishes to seek the Authority’s permission to make a Publication, it must send a written request for borrowing made in approval of the Notice Publication and a copy of Borrowing shall be irrevocable by and binding on the Borrower. Loans may be not be reborrowed once repaid. The Agent shall give material(s) or exact wording that it proposes to each Lender prompt notice publish (but in the Request) to the Authority no event later than 2:00 P.M. on 10 Working Days before the date of the Agent’s receipt of notice from the Borrower) of the requested borrowing in the Notice of Borrowing by telecopy, telex or cableintended Publication date. No later than 3:00 P.M. on five (5) Working Days after receiving the Grant Recipient’s Request the Authority must confirm to the Grant Recipient in writing whether: the Request has been granted and therefore the Publication can be made; the Request is granted subject to the Grant Recipient accepting the Authority’s reasonable required edits to the Publication and provided those edits are accepted the Publication can be made; or the Request has not been granted, and the Publication cannot be made. Where the Authority does not approve the Grant Recipient’s Request the Authority will provide the Grant Recipient with written reasons for its decision when it provides notification of the decision. If the Grant Recipient does not agree with the Authority’s reasons for rejecting its Request, it may invoke the dispute resolution provisions set out in condition 29 of the Grant Funding Agreement. Changes to the Authority’s Policy Requirements The Authority must notify the Grant Recipient of any changes to the Authorities activities, which are supported by the Grant. The Grant Recipient must accommodate any changes to the Authority’s needs and policy requirements under these Conditions. Clawback, Events of Default, Termination and Rights Reserved for Breach and Termination Events of Default The Authority may exercise its rights set out in condition 27.3 if any of the following events occur: the Grant Recipient uses the Grant for a purpose other than the Funded Activities; the Grant Recipient uses the Grant for any purpose listed at paragraphs 26.2.1 to 26.2.5 of the Invitation to Apply or the Grant Recipient is listed in accordance with 26.2.6 of the Invitation to Apply, regarding specific international obligations relevant to the fisheries sector; the Grant Recipient fails to comply with its obligations under the Grant Funding Agreement, which is material in the opinion of the Authority; where delivery of the Funded Activities do not start within one (1) month of the Commencement Date and the Grant Recipient fails to provide the Authority with a satisfactory explanation for the delay, or fails to agree a new date on which the Loan borrowing Funded Activities must start with the Authority; the Grant Recipient uses the Grant for Ineligible Expenditure; the Grant Recipient fails, in the Authority’s opinion, to make satisfactory progress with the Funded Activities and in particular fails to meet the Agreed Outputs set out in Schedule 3 of these Conditions; the Grant Recipient fails to: submit an adequate Remedial Action Plan to the Authority following a request by the Authority pursuant to condition 27.3.4 or condition 6.2.4; or improve delivery of the Funded Activities in accordance with the Remedial Action Plan approved by the Authority; the Grant Recipient is, in the opinion of the Authority, delivering the Funded Activities in a negligent manner (in this context negligence includes but is requested not limited to failing to prevent or report actual or anticipated fraud or corruption); the Grant Recipient fails to declare Duplicate Funding; the Grant Recipient fails to declare any Match Funding in accordance with condition 4.7; the Grant Recipient receives funding from a Third Party which, in the opinion of the Authority, undertakes activities that are likely to bring the reputation of the Funded Activities or the Authority into disrepute; the Grant Recipient provides the Authority with any misleading, inaccurate, incorrect or incomplete information and/or any of the information provided in their grant application or in any subsequent supporting correspondence is found to be made pursuant misleading, inaccurate, incorrect or incomplete to an extent which the Authority considers to be significant; the Grant Recipient commits or has committed a Prohibited Act or fails to report a Prohibited Act to the Notice Authority, whether committed by the Grant Recipient, its Representatives or a Third Party, as soon as they become aware of Borrowing, each Lender will make available it; the Authority determines (acting reasonably) that the Grant Recipient or any of its Representatives has: acted dishonestly or negligently at any time during the term of the Grant Funding Agreement and to the Agent at the address detriment of the Agent set forth Authority; or taken any actions which unfairly bring or are likely to unfairly bring the Authority’s name or reputation and/or the Authority into disrepute. Actions include omissions in this context; transferred, assigns or novates the Grant to any Third Party without the Authority’s consent; failed to act in accordance with the Law; howsoever arising, including incurring expenditure on unlawful activities; the signature pages heretoGrant Recipient ceases to operate for any reason, in immediately available fundsor it passes a resolution (or any court of competent jurisdiction makes an order) that it be wound up or dissolved (other than for the purpose of a bona fide and solvent reconstruction or amalgamation); the Grant Recipient becomes insolvent as defined by section 123 of the Insolvency Act 1986, or it is declared bankrupt, or it is placed into receivership, administration or liquidation, or a petition has been presented for its allocation winding up, or it enters into any arrangement or composition for the benefit of such borrowing requested its creditors, or it is unable to pay its debts as they fall due; the European Commission or the Court of Justice of the European Union requires any Grant paid to be made. Unless recovered by reason of a breach of State Aid Law through its application under Article 10 of the Agent shall have been notified Northern Ireland Protocol; a court, tribunal or independent body or authority of competent jurisdiction requires any Xxxxx paid to be recovered by reason of breach of the UK’s obligations under the Trade and Co-operation Agreement or the terms of any Lender prior UK subsidy control legislation; the Grant Recipient breaches the Code of Conduct and/or fails to report an actual or suspected breach of the Code of Conduct by the Grant Recipient or its Representatives in accordance with condition 32.2; the Grant Recipient undergoes a Change of Control which the Authority, acting reasonably, considers: will be materially detrimental to the date Funded Activities and/or; the new body corporate cannot continue to receive the Grant because they do not meet the Eligibility Criteria used to award the Grant to the Grant Recipient; the Authority believes that the Change of borrowing that such Lender does not intend Control would raise national security concerns and/or; the new body corporate intends to make available fundamental change(s) to the Agent its portion purpose for which the Grant was given. the Grant Recipient breaches the terms of the Loan borrowing Hire Purchase Agreement such that the lender or a third party on behalf of the lender retakes or seeks to retake possession of the Leased Assets or the Hire Purchase Agreement is otherwise terminated for default. The Grant Recipient shall notify the Authority within seven (7) days of an event as described in this sub-clause occurring. Where, the Authority determines that an Event of Default has or may have occurred, the Authority must, to the extent permitted by Law, notify the Grant Recipient to that effect in writing, setting out any relevant details, of the failure to comply with these Conditions or pertaining the Event of Default, and details of any action that the Authority intends to take or has taken. Rights reserved for the Authority in relation to an Event of Default Where, the Authority determines that an Event of Default has or may have occurred, the Authority shall take any one or more of the following actions: suspend or terminate the payment of the Grant for such period as the Authority determines; and/or reduce the Maximum Sum in which case the payment of Grant must thereafter be made on such date, in accordance with the Agent may assume that such Lender will make such amount available reduction and notified to the Agent as required above and Grant Recipient; and/or require the Agent may, in reliance upon such assumption, make available Grant Recipient to repay the Authority the whole or any part of the amount of the borrowing to be provided by such Lender. Upon fulfillment of the conditions set forth in Section 4.1 for such borrowing, the Agent will make such funds available Grant previously paid to the Borrower at Grant Recipient. Such sums are recoverable as a civil debt; and/or give the account specified by Grant Recipient an opportunity to remedy the Borrower in the Notice Event of Borrowing. Default (iiif remediable) The failure of any Lender to make the Loan to be made by it as part of the borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of the borrowing. (iii) Each Lender shall be entitled to earn interest at the then applicable rate of interest, calculated in accordance with Article IIIthe procedure set out in condition 27.4 to 27.10; terminate the Grant Funding Agreement. Opportunity for the Grant Recipient to remedy an Event of Default Where the Grant Recipient is provided with an opportunity to submit a draft Remedial Action Plan in accordance with condition 27.3.4, on outstanding Loans which it has funded the draft Remedial Action Plan must be submitted to the Agent Authority for approval, within 5 Working Days of the Grant Recipient receiving notice from the date such Lender funded such Loan to, but excludingAuthority. The draft Remedial Action Plan must set out: full details of the Event of Default; and the steps which the Grant Recipient proposes to take to rectify the Event of Default including timescales. On receipt of the draft Remedial Action Plan and as soon as reasonably practicable, the date Authority must submit its comments on which such Lender the draft Remedial Action Plan to the Grant Recipient. The Authority shall have the right to accept or reject the draft Remedial Action Plan. If the Authority rejects the draft Remedial Action Plan, the Authority shall confirm, in writing, the reasons why they have rejected the draft Remedial Action Plan and will confirm whether the Grant Recipient is repaid with respect required to such Loansubmit an amended Remedial Action Plan to the Authority and where applicable the timescales for resubmission. If the Authority directs the Grant Recipient to submit an amended draft Remedial Action Plan, the Parties shall agree a timescale for the Grant Recipient to amend the draft Remedial Action Plan to take into account the Authority’s comments. Where the Authority does not approve the draft Remedial Action Plan the Authority may, at its absolute discretion, terminate the Grant Funding Agreement. (iv) A request for a borrowing may not be made by telephone, unless no other means are available at the time of such request.

Borrowing. (i) The request for a Each Lender shall make the amount of its Loan hereunder shall be made by the Notice of Borrowing from the Borrower available to the Agent, given Administrative Agent not later than 1:00 P.M. 12:00 Noon (New York City time) on the date that is ten (10) Business Days prior to applicable Funding Date, and Swing Line Lender shall make the date of the requested borrowing of Loans. The request for borrowing made in the Notice of Borrowing shall be given by telecopy, setting forth (1) the 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 its Swing Line Loan available to comply with all limitations on Loans outstanding hereunder and (5) the account at which such requested funds should be made available. The request for borrowing made in the Notice of Borrowing shall be irrevocable by and binding on the Borrower. Loans may be Administrative Agent not be reborrowed once repaid. The Agent shall give to each Lender prompt notice (but in no event later than 2:00 P.M. p.m. (New York time) on the date 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 Agent’s receipt of notice from the Borrower) of the requested borrowing conditions precedent specified in subsections 4.2 (in the Notice case of Borrowing by telecopy, telex or cable. No later than 3:00 P.M. Loans made on the date Effective Date) and 4.3 (in the case of all Loans), Administrative Agent shall make the proceeds of such Loans available to Company on which the Loan borrowing is requested 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 made pursuant credited to the Notice account of Borrowing, each Lender will make available to the Agent Company at the address of the Agent set forth on the signature pages hereto, in immediately available funds, its allocation of such borrowing requested to be madeFunding and Payment Office. Unless the Administrative Agent shall have been notified by any Lender prior to the date of borrowing Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the Agent its portion amount of the such Lender's Loan borrowing to be made requested on such dateFunding Date, the Administrative Agent may assume that such Lender will make has made such amount available to the Administrative Agent as required above on such Funding Date and the Administrative Agent may, in reliance upon such assumptionits sole discretion, but shall not be obligated to, make available the to Company a corresponding amount of the borrowing on such Funding Date. If such corresponding amount is not in fact made available to be provided Administrative Agent by such Lender. Upon fulfillment of the conditions set forth in Section 4.1 for such borrowing, the Administrative Agent will make such funds available to the Borrower at the account specified by the Borrower in the Notice of Borrowing. (ii) The failure of any Lender to make the Loan to be made by it as part of the borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of the borrowing. (iii) Each Lender shall be entitled to earn recover such corresponding amount on demand from such Lender together with interest at the then applicable rate of interestthereon, calculated in accordance with Article III, on outstanding Loans which it has funded to the Agent 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 correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender funded does not pay such Loan tocorresponding amount forthwith upon Administrative Agent's demand therefor, but excludingAdministrative 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 on which 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 default by such Lender is repaid with respect to such Loanhereunder. (iv) A request for a borrowing may not be made by telephone, unless no other means are available at the time of such request.

Borrowing. (i) The request for Each borrowing of a Loan hereunder (each, a “Borrowing”) shall be made by the Notice of Borrowing from the Borrower to the Agenton notice, given not later than 1:00 P.M. 12:00 p.m. (New York time) on the date that is ten (10) third Business Days Day prior to the date of the requested borrowing of Loans. The request for borrowing made proposed Borrowing in the Notice case of Borrowing shall be given by telecopya LIBOR Rate Advance, setting forth (1) the requested date of such borrowinga Canadian Prime Rate Advance, (2) the aggregate amount of such requested borrowinga BA Rate Advance, (3) whether such Loans will be Base Rate Loans a Daily Simple RFR Advance, or Eurodollar Rate Loansa EURIBOR Advance, 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 (5) the account at which such requested funds should be made available. The request for borrowing made in the Notice of Borrowing shall be irrevocable by and binding on the Borrower. Loans may be not be reborrowed once repaid. The Agent shall give to each Lender prompt notice (but in no event later than 2:00 P.M. 12:00 p.m. (New York time) on the date of the Agent’s receipt of notice from the Borrower) of the requested borrowing proposed Borrowing in the Notice case of Borrowing a Base Rate Advance, by telecopy, telex or cable. No later than 3:00 P.M. Borrower Agent to Agent; provided that any LIBOR Rate Advance in Dollars made on the date Closing Date shall be given on which the Loan borrowing is requested to be made pursuant Closing Date in form and substance acceptable to the Agent in its Permitted Discretion. Each such notice of a Borrowing shall be in writing (by electronic transmission or otherwise as permitted hereunder), substantially in the form of Exhibit B (a “Notice of Borrowing”), each Lender will make available to specifying therein the Agent at the address of the Agent set forth on the signature pages hereto, in immediately available funds, its allocation requested (i) date of such borrowing requested 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 dateBorrowing, the Agent may assume that such Lender will make such amount available to the Agent as required above and the Agent may, in reliance upon such assumption, make available the amount of the borrowing to be provided by such Lender. Upon fulfillment of the conditions set forth in Section 4.1 for such borrowing, the Agent will make such funds available to the Borrower at the account specified by the Borrower in the Notice of Borrowing. (ii) The failure the Type of any Lender to make Advance comprising such Borrowing (and in the Loan case of a LIBOR Rate Borrowing, BA Rate Borrowing or EURIBOR Borrowing, the initial Interest Period or BA Period, respectively, to be made by it as part of the borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of the borrowing. applicable thereto) and (iii) Each Lender shall be entitled to earn interest at the then aggregate principal amount of such Borrowing (stated in Dollars or the applicable rate of interestAlternate Currency). If, 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 LoanAdvances denominated in Dollars, no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an Borrowing of a Base Rate Advance. If, with respect to Advance denominated in Canadian Dollars, no election as to the Type of Borrowing is specified, then the requested Borrowing shall be Borrowing of a Canadian Prime Rate Advance. If, with respect to Advances denominated in Euro, no election as to the Type of Borrowing is specified, then the requested Borrowing shall be Borrowing of a EURIBOR Advance. If no Interest Period or BA Period is specified with respect to any requested Borrowing of a LIBOR Rate Advance, a BA Rate Advance or a EURIBOR Advance, as applicable, then the Borrower shall be deemed to have selected an Interest Period or BA Period, as applicable, of one month’s duration. If no currency is specified, the requested Borrowing shall be denominated in Dollars. (iv) A request for a borrowing may not be made by telephone, unless no other means are available at the time of such request.

Borrowing. Not later than 11:00 A.M. Charlotte time, on the Effective Date, each Term Loan B Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Term Loan B Commitment available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent's office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in SECTION 7.1, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Authorized Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan B may be a LIBOR Segment, a Base Rate Segment, or both; provided that (i) The request notwithstanding anything to the contrary in SECTION 5.4 or otherwise, any LIBOR Segment to be a portion of the initial Borrowing of the Term Loan B, and each Conversion to or Continuation of a LIBOR Segment made during the period of fourteen days after the Closing Date, may only be for a Loan hereunder shall be made by period beginning on the Notice of Borrowing from date such LIBOR Segment is initially advanced, or on the Borrower to the Agentdate any Segment is Continued as or Converted into a LIBOR Segment, given not later than 1:00 P.M. and ending on the date that is ten one week thereafter, and (10ii) if the Borrower desires that any portion of the initial Borrowing of the Term Loan B is advanced as a LIBOR Segment, the Administrative Agent shall make such Borrowing as a LIBOR Segment only if, not later than three Business Days prior to the date of that is then anticipated to be the requested borrowing of Loans. The request for borrowing made in Effective Date, the Administrative Agent has received from the Borrower a Notice of Borrowing with respect thereto, together with the Borrower's written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of SECTION 5.11 hereof shall be given by telecopy, setting forth (1) the 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 apply to any failure by the Borrower that it has complied to borrow on the date set forth in all respects with Section 4.1, such Notice of Borrowing any or all of which shall be the amounts specified in such manner as is necessary to comply with all limitations on Loans outstanding hereunder and (5) the account at which such requested funds should be made available. The request for borrowing made in the Notice of Borrowing shall be irrevocable by and binding on the Borrower. Loans may be not be reborrowed once repaid. The Agent shall give to each Lender prompt notice (but in no event later than 2:00 P.M. on the date of 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 borrowing is requested to be made pursuant to the Notice of Borrowing, each Lender will make available to the Agent at the address of the Agent set forth on the signature pages hereto, in immediately available funds, its allocation of such borrowing requested 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, the Agent may assume that such Lender will make such amount available to the Agent as required above and the Agent may, in reliance upon such assumption, make available the amount of the borrowing to be provided by such Lender. Upon fulfillment of the conditions set forth in Section 4.1 for such borrowing, the Agent will make such funds available to the Borrower at the account specified by the Borrower in the Notice of Borrowing. (ii) The failure of any Lender to make the Loan to be made by it as part of the borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of the borrowing. (iii) Each 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 borrowing may not be made by telephone, unless no other means are available at the time of such request.

Borrowing. A Borrower shall request each Revolving Credit Advance by written notice to Lender substantially in the form of Exhibit A (each a “Notice of Borrowing”) given no later than: (i) The request for a Loan hereunder shall 3:00 p.m. (Toronto time) one (1) Business Day prior to the Business Day of the proposed advance, in the case of Revolving Credit Advances to be made by the Notice of Borrowing from the Borrower 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 AgentBusiness Day of the proposed advance, given not later than 1:00 P.M. on in the date that is ten case of Revolving Credit Advances to be made in $ based upon the CDOR Rate; and (10iii) 12:00 p.m. (Toronto time) two (2) Business Days prior to the date Business Day of the requested borrowing of Loans. The request for borrowing made in the Notice of Borrowing shall be given by telecopy, setting forth (1) the requested date of such borrowing, proposed advance and within two (2) Business Days of the aggregate amount delivery of such requested borrowingthe documents and information provided for in Section 4.1(a), (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 (5) the account at which such requested funds should be made available. The request for borrowing made in the Notice case of Borrowing shall be irrevocable by and binding on the Borrower. Loans may be not be reborrowed once repaid. The Agent shall give to each Lender prompt notice (but in no event later than 2:00 P.M. on the date of 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 borrowing is requested Revolving Credit Advances to be made pursuant to in U.S.$ based upon the Notice of Borrowing, each Lender will make available to the Agent at the address of the Agent set forth on the signature pages hereto, in immediately available funds, its allocation of such borrowing requested to be madeTerm SOFR Rate. 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, the Agent may assume that such Lender will make such amount available to the Agent as required above and the Agent may, in reliance upon such assumption, make available the amount of the borrowing to be provided by such Lender. Upon fulfillment of the conditions set forth in Section 4.1 for such borrowing, the Agent will make such funds available to the Borrower at the account specified by the Borrower in the Notice of Borrowing. (ii) The failure of any Lender to make the Loan to be made by it as part of the borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of the borrowing. (iii) Each Lender fully protected under this Agreement in relying upon, and shall be entitled to earn interest at rely upon: (i) any Notice of Borrowing believed by Xxxxxx to be genuine; and (ii) the then applicable rate assumption that the Persons making electronic requests or executing and delivering a Notice of interestBorrowing were duly authorized, calculated in accordance with Article III, on outstanding Loans which it has funded unless the responsible individual acting thereon for Lender shall have actual knowledge to the Agent from the date such Lender funded such Loan tocontrary. As an accommodation to Borrowers, but excludingXxxxxx may permit telephonic (which shall, the date on which such Lender is repaid with respect to such Loan. (iv) A promptly upon request be confirmed in writing by a Borrower), electronic, or facsimile requests for a borrowing may Revolving Credit Advance and electronic or facsimile transmittal of instructions, authorizations, agreements or reports to Lender by Borrowers. Unless Borrowers specifically direct Lender in writing not be made to accept or act upon telephonic, facsimile or electronic communications from a Borrower, Lender shall have no liability to Borrowers for any loss or damage suffered by telephoneBorrowers as a result of Xxxxxx’s honouring of any requests, unless execution of any 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 other means are available at duty to verify the time origin of any such requestcommunication or the identity or authority of the Person sending it.

Borrowing. (ia) The request for a Loan hereunder Each Borrowing shall be made upon the Borrower’s irrevocable notice to the Administrative Agent (in the form of a written Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower). Each such notice must be received by the Notice of Borrowing from the Borrower to the Agent, given Administrative Agent not later than 1:00 P.M. on the date that is ten 11:00 a.m. at least three (103) Business Days Days’ prior to the requested date of the requested borrowing of Loansany Borrowing. The request for borrowing made in the Each Loan Notice of Borrowing shall be given by telecopy, setting forth specify (1i) the requested date of such borrowing, the 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 a Business Day) and (5ii) the account at which such requested funds should principal amount of Loans to be made available. The request for borrowing made in borrowed. (b) Following receipt of a Loan Notice, the Notice of Borrowing shall be irrevocable by and binding on the Borrower. Loans may be not be reborrowed once repaid. The Administrative Agent shall give to promptly notify each Lender prompt notice (but in no event later than 2:00 P.M. on the date of 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 borrowing is requested to be made pursuant to the Notice of Borrowing, each Lender will make available to the Agent at the address of the Agent set forth on the signature pages hereto, in immediately available funds, its allocation of such borrowing requested 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, the Agent may assume that such Lender will make such amount available to the Agent as required above and the Agent may, in reliance upon such assumption, make available the amount of the borrowing applicable Loans to be provided funded by such Lenderit (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 fulfillment satisfaction of the applicable conditions set forth in Section 4.1 for such borrowingArticle V, the Administrative Agent will shall make such 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 account specified 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 Notice Borrower, the Guarantors, the Administrative Agent and each of Borrowing.the Add-On Term Loan Lenders; (ii) The failure of any Lender to make the Loan to be made by it as part Borrower shall obtain commitments for the amount of the borrowing Add-On Term Loan from existing Lenders or other Persons acceptable to the Required Lenders, which Lenders shall not relieve any other Lender of its obligationjoin in this Agreement as Add-On Term Loan Lenders by executing the Add-On Term Loan Joinder Agreement; provided, if anythat, hereunder to make its Loan on the date of such borrowing, but no (A) each existing Lender shall be responsible 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 failure avoidance of any other Lender doubt, after giving effect to make the funding of the Term Loan to be made by such other Lender A on the date 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 borrowing.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) Each Lender any such institution of the Add-On Term Loan (A) shall be entitled 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 earn interest at a maximum aggregate principal amount that would not cause the then applicable rate aggregate outstanding principal amount of interest, calculated in accordance with Article III, on outstanding the 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.exceed $22,000,000; (iv) A request for the Administrative Agent and the Lenders shall have received a borrowing may not certificate of a Responsible Officer of the Borrower certifying that no Default or Event of Default shall exist and be made by telephone, unless no other means are available continuing at the time of such requestinstitution; (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 the Borrower, 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 date of such institution, 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 extent that any Add-On Term Loan Lender was not a Lender immediately prior to the incurrence of the Add-On Term Loan, the Borrower and the Administrative Agent shall have received any documents required to be delivered by a Lender to the Borrower and the Administrative Agent, as applicable, pursuant to the terms of this Agreement; (ix) Schedule 2.01 shall be deemed revised to reflect the commitments and commitment percentages of the Add-On Term Loan Lenders with respect to the Add-On Term Loan as set forth in the Add-On Term Loan Joinder Agreement.

Borrowing. Each Notice of Revolving Credit Borrowing shall specify (i) The request for a Loan hereunder shall be made by the Notice of Borrowing from the Borrower to the Agent, given not later than 1:00 P.M. on the date that is ten (10) Business Days prior to the date of the requested borrowing of Loans. The request for borrowing made in the Notice of Borrowing shall be given by telecopy, setting forth (1) the requested date of such borrowingRevolving Credit Borrowing (which must be a Business Day), (2ii) the Type of Advances comprising such Revolving Credit Borrowing, (iii) aggregate amount of such requested borrowingRevolving Credit Borrowing, and (3iv) whether in the case of a Revolving Credit Borrowing consisting of Term SOFR Advances, the initial Interest Period for each such Loans will 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 Loans or Eurodollar Advances. Any such automatic conversion to Base Rate Loans, and if appropriate, 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, 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 (41) certification by month. Notwithstanding anything to the Borrower that it has complied in all respects with Section 4.1contrary herein, all of which shall be specified in such manner as is necessary to comply with all limitations on Loans outstanding hereunder and (5) the account at which such requested funds should be made available. The request for borrowing made in the Notice of Borrowing shall be irrevocable by and binding on the Borrower. Loans a Swingline Advance may be not be reborrowed once repaidconverted to a Term SOFR Advance. The Agent shall give to each Each Lender prompt notice shall, before 2:00 p.m. (but in no event later than 2:00 P.M. New York City time) on the date of such Revolving Credit Borrowing make available for the account of its Applicable Lending Office to the Agent at the Agent’s Account, in same day funds, such Xxxxxx’s ratable portion of such Revolving Credit Borrowing. After 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 borrowing is requested to be made pursuant to the Notice of Borrowing, each Lender will make available to the Agent at the address of the Agent set forth on the signature pages hereto, in immediately available funds, its allocation of such borrowing requested 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, the Agent may assume that such Lender will make such amount available to the Agent as required above funds and the Agent may, in reliance upon such assumption, make available the amount of the borrowing to be provided by such Lender. Upon fulfillment of the applicable conditions set forth in Section 4.1 for such borrowingArticle III, the Agent will make such funds available to the applicable Borrower at the account specified Agent’s address referred to in Section 8.02; provided that, in the case of any such Borrowing, the Agent shall first make a portion of such funds equal to the aggregate principal amount of any Letter of Credit Advances made by the Borrower in the Notice of Borrowing. (ii) The failure of any Lender to make the Loan to be made Issuing Bank and by it as part of the borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan and outstanding on the date of such borrowingRevolving Credit Borrowing, but no Lender shall be responsible for plus interest accrued and unpaid thereon to and as of such date, available to the failure of any other Lender to make the Loan to be made by Issuing Bank and such other Lender on the date of the borrowing. (iii) Each 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 Lenders for a borrowing may not be made by telephone, unless no other means are available at the time repayment of such requestLetter of Credit Advances.

Borrowing. (ia) The request for a Loan hereunder Borrowing shall be made upon the Loan Party Representative's irrevocable notice to the Senior Subordinated Administrative Agent. Such notice must be received by the Notice of Borrowing from the Borrower to the Agent, given Senior Subordinated Administrative Agent not later than 1:00 P.M. 11:00 a.m. on the date that is ten (10) Business Days prior to the requested date of the requested borrowing Borrowing and shall be in the form of Loansthe Loan Notice, appropriately completed and signed by a Responsible Officer of the Loan Party Representative. The request for borrowing made in the Loan Notice of Borrowing shall be given by telecopy, setting forth specify (1i) the requested date of such borrowingthe Borrowing, (2ii) the aggregate principal amount of such requested borrowing, Senior Subordinated Loans to be borrowed and (3iii) whether such Loans will be Base Rate Loans the Applicable Borrower or Eurodollar Rate Loans, and if appropriateApplicable 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 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 (5) the account at which such requested funds should be made available. The request for borrowing made in the Notice of Borrowing shall be irrevocable by and binding on deemed to be requested for the Borrower. Loans may be not be reborrowed once repaid. The account of Enterprises. (b) Following receipt of the Loan Notice, the Senior Subordinated Administrative Agent shall give to promptly notify each Senior Subordinated Lender prompt notice (but in no event later than 2:00 P.M. on the date of the Agent’s receipt amount of notice from the Borrower) its Applicable Percentage of the requested borrowing in Senior Subordinated Loans. Each Senior Subordinated Lender shall make the Notice amount of Borrowing by telecopy, telex or cable. No later than 3:00 P.M. on the date on which the its Senior Subordinated Loan borrowing is requested to be made pursuant to the Notice of Borrowing, each Lender will make available to the Senior Subordinated Administrative Agent at the address of the Agent set forth on the signature pages hereto, in immediately available funds, its allocation of such borrowing requested to be made. Unless funds at the Agent shall have been notified by any Lender prior to Senior Subordinated Administrative Agent's Office not later than 1:00 p.m. on the date of borrowing that such Lender does not intend to make available to the Agent its portion of Business Day specified in the Loan borrowing to be made on such date, the Agent may assume that such Lender will make such amount available to the Agent as required above and the Agent may, in reliance upon such assumption, make available the amount of the borrowing to be provided by such LenderNotice. Upon fulfillment satisfaction of the conditions set forth in Section 4.1 for such borrowing4.01, the Senior Subordinated Administrative Agent will shall make such all funds so received available to the Applicable Borrower at the account specified in like funds as received by the Senior Subordinated Administrative Agent either by (i) crediting an account of each Applicable Borrower on the 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 Notice of BorrowingSenior Subordinated Administrative Agent by the Loan Party Representative. (iic) The failure of any Senior Subordinated Lender to make the its Senior Subordinated Loan to be made by it as part of the borrowing shall not relieve any other Senior Subordinated Lender of its obligation, if any, hereunder to make its Senior Subordinated Loan on the date of such borrowingthe Borrowing, but no Senior Subordinated Lender shall be responsible for the failure of any other Senior Subordinated Lender to make the its Senior Subordinated Loan to be made by such other Senior Subordinated Lender on the date of the borrowingBorrowing. (iii) Each 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 borrowing may not be made by telephone, unless no other means are available at the time of such request.

Borrowing. If Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Credit Lender of the applicable LC Disbursement, the payment then due from Borrower in respect thereof and such Revolving Credit Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Credit Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from Borrower, in the same manner as provided in Section 2.06 with respect to Revolving Credit Loans made by such Revolving Credit Lender (iand Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Lenders), and the Administrative Agent shall promptly pay to the 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 this paragraph, the Administrative 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. 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) The request for shall not constitute a Loan hereunder shall be made by the Notice of Borrowing from the Borrower to the Agent, given not later than 1:00 P.M. on the date that is ten (10) Business Days prior to the date of the requested borrowing of Loans. The request for borrowing made in the Notice of Borrowing shall be given by telecopy, setting forth (1) the 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 (5) the account at which such requested funds should be made available. The request for borrowing made in the Notice of Borrowing shall be irrevocable by and binding on the Borrower. Loans may be not be reborrowed once repaid. The Agent shall give to each Lender prompt notice (but in no event later than 2:00 P.M. on the date of 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 borrowing is requested to be made pursuant to the Notice of Borrowing, each Lender will make available to the Agent at the address of the Agent set forth on the signature pages hereto, in immediately available funds, its allocation of such borrowing requested 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, the Agent may assume that such Lender will make such amount available to the Agent as required above and the Agent may, in reliance upon such assumption, make available the amount of the borrowing to be provided by such Lender. Upon fulfillment of the conditions set forth in Section 4.1 for such borrowing, the Agent will make such funds available to the Borrower at the account specified by the Borrower in the Notice of Borrowing. (ii) The failure of any Lender to make the Loan to be made by it as part of the borrowing shall not relieve any other Lender Borrower of its obligation, if any, hereunder obligation to make its Loan on the date of reimburse such borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of the borrowingLC Disbursement. (iii) Each 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 borrowing may not be made by telephone, unless no other means are available at the time of such request.

Borrowing. (ia) The request for a Loan hereunder Borrowing of LIBO Rate Loans shall be made upon delivery by the Borrower of an irrevocable Loan Notice of Borrowing from the Borrower to the Administrative Agent, given appropriately completed and signed by a Responsible Officer of the Borrower. The Loan Notice must be received by the Administrative Agent not later than 1:00 P.M. on the date that is ten (10) 11:00 a.m. three Business Days prior to the requested date of the requested borrowing any Borrowing of LIBO Rate Loans. The request for borrowing made in the Loan Notice of Borrowing shall be given by telecopy, setting forth specify (1i) the requested date of such borrowing, (2) the aggregate amount Borrowing of such requested borrowing, (3) whether such Loans will be Base LIBO 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 a Business Day), (ii) the principal amount of LIBO Rate Loans to comply with all limitations on Loans outstanding hereunder be borrowed and (5iii) the account at or accounts of the Borrower into which such requested funds the funding of the LIBO Rate Loans should be made available. The request for borrowing made in made. (b) Following receipt of the Notice of Borrowing shall be irrevocable by and binding on Loan Notice, the Borrower. Loans may be not be reborrowed once repaid. The Administrative Agent shall give to promptly notify each Lender prompt notice (but in no event later than 2:00 P.M. on the date of the Agent’s receipt amount of notice from the Borrower) its Applicable Percentage of the requested borrowing in applicable LIBO Rate Loan. Each Lender shall make the Notice amount of Borrowing by telecopy, telex or cable. No later than 3:00 P.M. on the date on which the its Loan borrowing is requested to be made pursuant to the Notice of Borrowing, each Lender will make available to the Administrative Agent at the address of the Agent set forth on the signature pages hereto, in immediately available funds, its allocation of such borrowing requested to be madefunds at 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. 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 Upon satisfaction of the Loan borrowing to be made on such date, the Agent may assume that such Lender will make such amount available to the Agent as required above and the Agent may, in reliance upon such assumption, make available the amount of the borrowing to be provided by such Lender. Upon fulfillment of the applicable conditions set forth in Section 4.1 for such borrowingSections 5.1 and 5.2, the Administrative Agent will shall make such all funds so received available to the Borrower at in like funds as received by the Administrative Agent, either by (i) crediting the account specified of the Borrower on the books of the Administrative Agent with the amount of such funds, or (ii) wire transfer of such funds, in each case, in accordance with instructions provided to the Administrative Agent by the Borrower in the Notice of BorrowingBorrower. (iic) The failure 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. At any time that Base Rate Loans are outstanding pursuant to Section 3.2 or 3.3, the Administrative Agent shall notify the Borrower and the Lenders of any Lender to make change in its “prime rate” used in determining the Loan to be made by it as part of Base Rate promptly following the borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date public announcement of such borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of the borrowingchange. (iii) Each 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. (ivd) A request for LIBO Rate Loan may only be converted into a borrowing may not be made by telephone, unless no other means are available at the time of such requestBase Rate Loan as provided in Sections 3.2 and 3.

Borrowing. A Borrower shall request each Revolving Credit Advance by written notice to Lender substantially in the form of Exhibit A (each a “Notice of Borrowing”) given no later than: (i) The request 3:00 p.m. (Toronto time) one (1) Business Day prior to the Business Day of the proposed advance and within one (1) Business Day of the delivery of the documents and information provided for a Loan hereunder shall in Section 4.1(a), in the case of Revolving Credit Advances to be made by the Notice of Borrowing from the Borrower 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 AgentBusiness Day of the proposed advance and within one (1) Business Day of the delivery of the documents and information provided for in Section 4.1(a), given not later than 1:00 P.M. on in the date that is ten case of Revolving Credit Advances to be made in $ based upon the BA Equivalent Rate; and (10iii) 12:00 p.m. (Toronto time) two (2) Business Days prior to the date Business Day of the requested borrowing of Loans. The request for borrowing made in the Notice of Borrowing shall be given by telecopy, setting forth (1) the requested date of such borrowing, proposed advance and within two (2) Business Days of the aggregate amount delivery of such requested borrowingthe documents and information provided for in Section 4.1(a), (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 (5) the account at which such requested funds should be made available. The request for borrowing made in the Notice case of Borrowing shall be irrevocable by and binding on the Borrower. Loans may be not be reborrowed once repaid. The Agent shall give to each Lender prompt notice (but in no event later than 2:00 P.M. on the date of 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 borrowing is requested Revolving Credit Advances to be made pursuant to in U.S.$ based upon the Notice of Borrowing, each Lender will make available to the Agent at the address of the Agent set forth on the signature pages hereto, in immediately available funds, its allocation of such borrowing requested to be madeLIBOR Rate. 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, the Agent may assume that such Lender will make such amount available to the Agent as required above and the Agent may, in reliance upon such assumption, make available the amount of the borrowing to be provided by such Lender. Upon fulfillment of the conditions set forth in Section 4.1 for such borrowing, the Agent will make such funds available to the Borrower at the account specified by the Borrower in the Notice of Borrowing. (ii) The failure of any Lender to make the Loan to be made by it as part of the borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of the borrowing. (iii) Each Lender fully protected under this Agreement in relying upon, and shall be entitled to earn interest at rely upon: (i) any Notice of Borrowing believed by Lender to be genuine; and (ii) the then applicable rate assumption that the Persons making electronic requests or executing and delivering a Notice of interestBorrowing were duly authorized, calculated in accordance with Article III, on outstanding Loans which it has funded unless the responsible individual acting thereon for Lender shall have actual knowledge to the Agent from the date such contrary. As an accommodation to Borrowers, Lender funded such Loan tomay permit telephonic (which shall, but excludingpromptly upon request be confirmed in writing by a Borrower), the date on which such Lender is repaid with respect to such Loan. (iv) A request electronic, or facsimile requests for a borrowing may Revolving Credit Advance and electronic or facsimile transmittal of instructions, authorizations, agreements or reports to Lender by Borrowers. Unless Borrowers specifically direct Lender in writing not be made to accept or act upon telephonic, facsimile or electronic communications from a Borrower, Lender shall have no liability to Borrowers for any loss or damage suffered by telephoneBorrowers as a result of Lender’s honouring of any requests, unless execution of any 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 Lender shall have no other means are available at duty to verify the time origin of any such requestcommunication or the identity or authority of the Person sending it.

Borrowing. (ia) 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 request for a Loan hereunder Borrowing of Tranche B LIBO Rate Loans shall be made upon delivery by the Borrower of an irrevocable Loan Notice of Borrowing from the Borrower to the Administrative Agent, given appropriately completed and signed by a Responsible Officer of the Borrower. The Loan Notice must be received by the Administrative Agent not later than 1:00 P.M. on the date that is ten (10) 11:00 a.m. three Business Days prior to the requested date of the requested borrowing any Borrowing of Tranche B LIBO Rate Loans. The request for borrowing made in the Loan Notice of Borrowing shall be given by telecopy, setting forth specify, (1i) the requested date of such borrowing, (2) the aggregate amount Borrowing of such requested borrowing, (3) whether such Loans will be Base Tranche B LIBO 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 a Business Day), (ii) the principal amount of Tranche B LIBO Rate Loans to comply with all limitations on Loans outstanding hereunder and be borrowed, (5iii) the account at or accounts of the Borrower into which such requested funds the funding of the Tranche B LIBO Rate Loans should be made available. The request for borrowing made in made. (c) Following receipt of the Notice of Borrowing shall be irrevocable by and binding on Loan Notice, the Borrower. Loans may be not be reborrowed once repaid. The Administrative Agent shall give to promptly notify each Tranche B Lender prompt notice (but in no event later than 2:00 P.M. on the date of the Agent’s receipt amount of notice from the Borrower) its Applicable Percentage of the requested borrowing in applicable Tranche B LIBO Rate Loan. Each Tranche B Lender shall make the Notice amount of Borrowing by telecopy, telex or cable. No later than 3:00 P.M. on the date on which the its Tranche B Loan borrowing is requested to be made pursuant to the Notice of Borrowing, each Lender will make available to the Administrative Agent at the address of the Agent set forth on the signature pages hereto, in immediately available funds, its allocation of such borrowing requested to be madefunds at 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. 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 Upon satisfaction of the Loan borrowing to be made on such date, the Agent may assume that such Lender will make such amount available to the Agent as required above and the Agent may, in reliance upon such assumption, make available the amount of the borrowing to be provided by such Lender. Upon fulfillment of the applicable conditions set forth in Section 4.1 for such borrowingSections 5.1 and 5.2, the Administrative Agent will shall make such all funds so received available to the Borrower at in like funds as received by the Administrative Agent, either by (i) crediting the account specified of the Borrower on the books of the Administrative Agent with the amount of such funds, or (ii) wire transfer of such funds, in each case, in accordance with instructions provided to the Administrative Agent by the Borrower in the Notice of BorrowingBorrower. (iid) The failure 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. At any time that Base Rate Loans are outstanding pursuant to Section 3.2 or 3.3, the Administrative Agent shall notify the Borrower and the Lenders of any Lender to make change in its “prime rate” used in determining the Loan to be made by it as part of Base Rate promptly following the borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date public announcement of such borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of the borrowingchange. (iii) Each 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. (ive) A request for LIBO Rate Loan may only be converted into a borrowing may not be made by telephone, unless no other means are available at the time of such requestBase Rate Loan as provided in Sections 3.2 and 3.

Borrowing. (i) The request for a Each Lender shall make the amount of its Loan hereunder shall be made by the Notice of Borrowing from the Borrower available to the Agent, given Administrative Agent not later than 1:00 P.M. 11:00 A.M. (San Francisco time) or 12:00 Noon (London time), as applicable, on the date that is ten 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. (10San Francisco time) Business Days prior to on the date applicable Funding Date in same day funds in Dollars, at the Funding and Payment Office. In the case of Revolving Sterling Loans, such notice will also provide the approximate Dollar Equivalent of the requested borrowing of Loans. The request for borrowing made in the Notice of Borrowing shall be given by telecopy, setting forth (1) the requested date of such borrowing, (2) the aggregate amount of such requested borrowing, (3) whether Lender's Pro Rata Share of such Loans will be Base Rate Loans or Eurodollar Rate Revolving Sterling Loans, and if appropriateAdministrative Agent will, upon the determination of the exact Dollar Equivalent of such amount on the applicable Interest PeriodFunding Date, (4promptly notify such Lender of such amount; provided that, unless -------- Administrative Agent shall otherwise agree with any Lender in writing, nothing in this sentence shall relieve any Lender of its obligation to fund its Pro Rata Share of all Loans in the Applicable Currency. Except as provided in subsection 2.1A(vi) certification 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 Borrower that it has complied in all respects with Section 4.1, all of which shall be 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 manner Loans available to Company on the applicable Funding Date by causing an amount of same day funds in Dollars or Sterling, as is necessary the case may be, equal to comply with the proceeds of all limitations on such Loans outstanding hereunder and (5) received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the account at which such requested funds should be made available. The request for borrowing made in the Notice of Borrowing shall be irrevocable by and binding on the Borrower. Loans may be not be reborrowed once repaid. The Agent shall give to each Lender prompt notice (but in no event later than 2:00 P.M. on the date of 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 borrowing is requested to be made pursuant to the Notice of Borrowing, each Lender will make available to the Agent Company at the address of the Agent set forth on the signature pages hereto, in immediately available funds, its allocation of such borrowing requested to be madeFunding and Payment Office. Unless the Administrative Agent shall have been notified by any Lender prior to the date of borrowing Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the Agent its portion amount of the such Lender's Loan borrowing to be made requested on such dateFunding Date, the Administrative Agent may assume that such Lender will make has made such amount available to the Administrative Agent as required above on such Funding Date and the Administrative Agent may, in reliance upon such assumptionits sole discretion, but shall not be obligated to, make available the to Company a corresponding amount of the borrowing on such Funding Date. If such corresponding amount is not in fact made available to be provided Administrative Agent by such Lender. Upon fulfillment of the conditions set forth in Section 4.1 for such borrowing, the Administrative Agent will make such funds available to the Borrower at the account specified by the Borrower in the Notice of Borrowing. (ii) The failure of any Lender to make the Loan to be made by it as part of the borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of the borrowing. (iii) Each Lender shall be entitled to earn recover such corresponding amount on demand from such Lender together with interest at the then applicable rate of interestthereon, calculated in accordance with Article III, on outstanding Loans which it has funded to the Agent 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 correction of errors among banks for three Business Days and thereafter at the Dollar Base Rate. If such Lender funded does not pay such Loan tocorresponding amount forthwith upon Administrative Agent's demand therefor, but excludingAdministrative 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 on which 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 default by such Lender is repaid with respect to such Loanhereunder. (iv) A request for a borrowing may not be made by telephone, unless no other means are available at the time of such request.

Borrowing. Borrower may from time to time during the term of the Loan request Advances, partially or wholly repay amounts outstanding under the Loan, and reborrow the same, subject to all of the limitations, terms and conditions contained in this Agreement. Any request for Advance must be received by Lender no later than 1:00 p.m. (Phoenix time) on the Business Day prior to the Business Day that funding is requested. If at any time the aggregate outstanding principal balance under the Loan exceeds the Maximum Principal Amount, Borrower will immediately pay Lender such excess. No request for an Advance will be deemed received until Lender acknowledges the request. Each Authorized Person is authorized by Borrower to request Advances. Notwithstanding the foregoing, all Advances made to Borrower will be repaid by Borrower even if the Person requesting the Advance on behalf of Borrower lacks authorization. (i) The request for Subject to Subsection 2.1(a)(ii) below, the Principal Amount and Additional Costs bear interest at the LIBO Rate. (ii) All interest accruing under the Loan Documents will be calculated on the basis of a Loan hereunder shall be made by the Notice of Borrowing from the Borrower 360-day year applied to the Agentactual number of days in each month. Borrower shall make each payment which it owes under the Loan Documents on or before the Payment Deadline in immediately available Dollars without setoff, given not later than 1:00 P.M. counterclaim or other deduction. If Lender receives any payment after the Payment Deadline, then the payment will be credited on the date next following Business Day. (iii) Immediately after Lender gives a Suspension Notice to Borrower, Lender's obligation to make or maintain the Loan at the LIBO Rate will be suspended and all interest payable at the LIBO Rate will automatically convert to a rate of interest determined by Lender based on an index and spread that is ten (10) Business Days reasonably equivalent to the most recent, reliable the LIBO Rate, as determined in good faith by Lender, prior to the date of the requested borrowing of LoansSuspension Notice. The request for borrowing made in the Lender may only issue a Suspension Notice of Borrowing shall be given by telecopy, setting forth to Borrower under (1) the 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 (5) the account at which such requested funds should be made available. The request for borrowing made in the Notice of Borrowing shall be irrevocable by and binding on the Borrower. Loans may be not be reborrowed once repaid. The Agent shall give to each Lender prompt notice (but in no event later than 2:00 P.M. on the date of the Agent’s receipt of notice from the BorrowerC) of the requested borrowing in definition of Suspension Notice if Lender issues a similar notice to its other borrowers with loans of similar maturities which are tied to a LIBOR Index and for which Lender has the Notice of Borrowing by telecopy, telex or cableright to issue such a Suspension Notice. No later than 3:00 P.M. on If circumstances further change and nullify the date basis on which the Loan borrowing is requested to be made pursuant to the Suspension Notice of Borrowingwas given, each then Lender will make available to the Agent at the address advise Borrower of the Agent set forth on change and thereafter the signature pages hereto, in immediately available funds, its allocation of such borrowing requested 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, the Agent may assume that such Lender Principal Amount will make such amount available to the Agent as required above and the Agent may, in reliance upon such assumption, make available the amount of the borrowing to be provided by such Lender. Upon fulfillment of the conditions set forth in Section 4.1 for such borrowing, the Agent will make such funds available to the Borrower at the account specified by the Borrower in the Notice of Borrowing. (ii) The failure of any Lender to make the Loan to be made by it as part of the borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of the borrowing. (iii) Each Lender shall be entitled to earn automatically bear 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 LoanLIBO Rate. (iv) A request for a borrowing may not be made by telephone, unless no other means are available at the time of such request.

Borrowing. A Borrower shall request each Revolving Credit Advance by written notice to Lender substantially in the form of Exhibit A (each a “Notice of Borrowing”) given no later than: (i) The request for a Loan hereunder shall 3:00 p.m. (Toronto time) one (1) Business Day prior to the Business Day of the proposed advance, in the case of Revolving Credit Advances to be made by the Notice of Borrowing from the Borrower 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 AgentBusiness Day of the proposed advance, given not later than 1:00 P.M. on in the date that is ten case of Revolving Credit Advances to be made in $ based upon the CDOR Rate; and (10iii) 12:00 p.m. (Toronto time) two (2) Business Days prior to the date Business Day of the requested borrowing of Loans. The request for borrowing made in the Notice of Borrowing shall be given by telecopy, setting forth (1) the requested date of such borrowing, proposed advance and within two (2) Business Days of the aggregate amount delivery of such requested borrowingthe documents and information provided for in Section 4.1(a), (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 (5) the account at which such requested funds should be made available. The request for borrowing made in the Notice case of Borrowing shall be irrevocable by and binding on the Borrower. Loans may be not be reborrowed once repaid. The Agent shall give to each Lender prompt notice (but in no event later than 2:00 P.M. on the date of 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 borrowing is requested Revolving Credit Advances to be made pursuant to in U.S.$ based upon the Notice of Borrowing, each Lender will make available to the Agent at the address of the Agent set forth on the signature pages hereto, in immediately available funds, its allocation of such borrowing requested to be madeTerm SOFR Rate. 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, the Agent may assume that such Lender will make such amount available to the Agent as required above and the Agent may, in reliance upon such assumption, make available the amount of the borrowing to be provided by such Lender. Upon fulfillment of the conditions set forth in Section 4.1 for such borrowing, the Agent will make such funds available to the Borrower at the account specified by the Borrower in the Notice of Borrowing. (ii) The failure of any Lender to make the Loan to be made by it as part of the borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of the borrowing. (iii) Each Lender fully protected under this Agreement in relying upon, and shall be entitled to earn interest at rely upon: (i) any Notice of Borrowing believed by Xxxxxx to be genuine; and (ii) the then applicable rate assumption that the Persons making electronic requests or executing and delivering a Notice of interestBorrowing were duly authorized, calculated in accordance with Article III, on outstanding Loans which it has funded unless the responsible individual acting thereon for Lender shall have actual knowledge to the Agent from the date such contrary. As an accommodation to Borrowers, Lender funded such Loan tomay permit telephonic (which shall, but excludingpromptly upon request be confirmed in writing by a Borrower), the date on which such Lender is repaid with respect to such Loan. (iv) A request electronic, or facsimile requests for a borrowing may Revolving Credit Advance and electronic or facsimile transmittal of instructions, authorizations, agreements or reports to Lender by Borrowers. Unless Borrowers specifically direct Lender in writing not be made to accept or act upon telephonic, facsimile or electronic communications from a Borrower, Lender shall have no liability to Borrowers for any loss or damage suffered by telephoneBorrowers as a result of Xxxxxx’s honouring of any requests, unless execution of any 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 other means are available at duty to verify the time origin of any such requestcommunication or the identity or authority of the Person sending it.

Borrowing. Not later than 11:00 A.M. Charlotte time, on the Effective Date, each Term Loan B Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Term Loan B Commitment available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Section 7.1, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Authorized Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan B may be a LIBOR Segment, a Base Rate Segment, or both; provided that (i) The request for notwithstanding anything to the contrary in Section 5.4 or otherwise, any LIBOR Segment that is a portion of the initial Borrowing of the Term Loan hereunder shall be made by B, may, at the Notice election of Borrowing from the Borrower, have an Interest Period beginning on the date such LIBOR Segment is initially advanced, and ending on the last Business Day of December, 2005, and (ii) if the Borrower to desires that any portion of the Agentinitial Borrowing of the Term Loan B is advanced as a LIBOR Segment, given the Administrative Agent shall make such Borrowing as a LIBOR Segment only if, not later than 1:00 P.M. on the date that is ten (10) three Business Days prior to the date of that is then anticipated to be the requested borrowing of Loans. The request for borrowing made in Effective Date, the Administrative Agent has received from the Borrower a Notice of Borrowing with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 5.11 hereof shall be given by telecopy, setting forth (1) the 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 apply to any failure by the Borrower that it has complied to borrow on the date set forth in all respects with Section 4.1, such Notice of Borrowing any or all of which shall be the amounts specified in such manner as is necessary to comply with all limitations on Loans outstanding hereunder and (5) the account at which such requested funds should be made available. The request for borrowing made in the Notice of Borrowing shall be irrevocable by and binding on the Borrower. Loans may be not be reborrowed once repaid. The Agent shall give to each Lender prompt notice (but in no event later than 2:00 P.M. on the date of 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 borrowing is requested to be made pursuant to the Notice of Borrowing, each Lender will make available to the Agent at the address of the Agent set forth on the signature pages hereto, in immediately available funds, its allocation of such borrowing requested 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, the Agent may assume that such Lender will make such amount available to the Agent as required above and the Agent may, in reliance upon such assumption, make available the amount of the borrowing to be provided by such Lender. Upon fulfillment of the conditions set forth in Section 4.1 for such borrowing, the Agent will make such funds available to the Borrower at the account specified by the Borrower in the Notice of Borrowing. (ii) The failure of any Lender to make the Loan to be made by it as part of the borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of the borrowing. (iii) Each 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 borrowing may not be made by telephone, unless no other means are available at the time of such request.

Borrowing. (i) The request for Each borrowing of a Loan hereunder (each, a “Borrowing”) shall be made by the Notice of Borrowing from the Borrower to the Agenton notice, given not later than 1:00 P.M. on the date that is ten p.m. (10New York time) five Business Days prior to the date of the requested borrowing proposed Borrowing, by Borrower to Agent. Each such notice of Loans. The request for borrowing made in the Notice of a Borrowing shall be given in writing (by telecopyelectronic transmission or otherwise as permitted hereunder), setting forth substantially in the form of Exhibit B (1a “Notice of Borrowing”), specifying therein the requested (i) the requested date of such borrowingBorrowing, (2ii) the Borrower’s wire instructions (which may be in the form of a funds flow), (iii) the aggregate principal amount of such requested borrowing, Borrowing and (3iv) whether the use of proceeds of such Borrowing. Each borrowing of Incremental Delayed Draw Term Loans will shall be Base Rate Loans in an aggregate amount of at least $5,000,000; provided that such minimum borrowing shall not apply to the final borrowing if the remaining Incremental Delayed Draw Term Commitments are less than such minimum borrowing amount. If the Borrower desires to use the proceeds of any Incremental Delayed Draw Term Loan or Eurodollar Rate Loans, and if appropriateany Incremental Term Loan for working capital purposes, the Borrower shall deliver to Agent, together with 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 (5) the account at which such requested funds should be made available. The request for borrowing made in the Notice of Borrowing shall be irrevocable by and binding on the Borrower. Loans may be not be reborrowed once repaid. The Agent shall give to each Lender prompt notice (but in no event later than 2:00 P.M. on the date of 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 borrowing is requested to be made pursuant to the Notice of Borrowing, each Lender will make available a Pro Forma Liquidity Certificate certifying that, immediately after giving effect to the Agent at the address of the Agent set forth on the signature pages hereto, in immediately available funds, its allocation Borrowing of such borrowing requested to be made. Unless the Agent shall have been notified by any Lender prior to the date Loan, projected Liquidity as 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, the Agent may assume that such Lender will make such amount available to the Agent as required above and the Agent may, in reliance upon such assumption, make available the amount of the borrowing to be provided by such Lender. Upon fulfillment of the conditions set forth in Section 4.1 for such borrowing, the Agent will make such funds available to the Borrower at the account specified by the Borrower in the Notice of Borrowing. (ii) The failure of any Lender to make the Loan to be made by it as part of the borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such borrowing, but no Lender Borrowing would not be greater than $20,000,000. The Borrower shall be responsible for the failure of any other Lender permitted to make the Loan to be made by such other Lender borrow Delayed Draw Term Loans on the date of the borrowingno more than three (3) separate occasions. (iii) Each 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 borrowing may not be made by telephone, unless no other means are available at the time of such request.

Borrowing. (i) The request for Each borrowing of a Loan hereunder (each, a "Borrowing") shall be made by the Notice of Borrowing from the Borrower to the Agenton notice, given not later than 1:00 P.M. 12:00 p.m. (New York time) on the date that is ten (10) third Business Days Day prior to the date of the requested borrowing of Loans. The request for borrowing made proposed Borrowing in the Notice case of Borrowing shall be given by telecopya LIBOR Rate Advance, setting forth (1) the requested date of such borrowing, (2) the aggregate amount of such requested borrowing, (3) whether such Loans will be Base a Canadian Prime Rate Loans Advance or Eurodollar a BA Rate LoansAdvance, 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 (5) the account at which such requested funds should be made available. The request for borrowing made in the Notice of Borrowing shall be irrevocable by and binding on the Borrower. Loans may be not be reborrowed once repaid. The Agent shall give to each Lender prompt notice (but in no event later than 2:00 P.M. 12:00 p.m. (New York time) on the date of the Agent’s receipt of notice from the Borrower) of the requested borrowing proposed Borrowing in the Notice case of Borrowing a Base Rate Advance, by telecopy, telex or cable. No later than 3:00 P.M. Borrower Agent to Agent; provided that (x)any LIBOR Advance in Dollar made on the date Closing Date shall be given on which the Loan borrowing is requested to be made pursuant to the Notice of Borrowing, each Lender will make available Closing Date in form and substance acceptable to the Agent at the address of the Agent set forth on the signature pages hereto, in immediately available funds, its allocation of such borrowing Permitted Discretion and (y) no Canadian Prime Rate Advance shall be made until each Lender has received and approved documentation and other information requested 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 in connection with applicable "know your customer" and Anti-Money Laundering Laws, including the Agent its portion of the Loan borrowing to be made on such datePatriot Act, the Agent may assume that such Lender will make such amount available to the Agent as required above and the Agent may, in reliance upon such assumption, make available the amount of the borrowing to be provided by such Lender. Upon fulfillment of the conditions set forth in Section 4.1 for such borrowing, the Agent will make such funds available to the Borrower at the account specified by the Borrower in the Notice of Borrowing. (ii) The failure of any Lender to make the Loan to be made by it as part of the borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of the borrowing. (iii) Each 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. Advances. Each such notice of a Borrowing shall be in writing (ivby electronic transmission or otherwise as permitted hereunder), substantially in the form of Exhibit B (a "Notice of Borrowing"), specifying therein the requested (i) A request for a borrowing may not be made by telephone, unless no other means are available at the time date of such requestBorrowing, (ii) the Type of Advance comprising such Borrowing (and in the case of a LIBOR Rate Borrowing or BA Rate Borrowing, the initial Interest Period or BA Period, respectively, to be applicable thereto) and (iii) the aggregate principal amount of such Borrowing (stated in Dollars or the applicable Alternate Currency). If, with respect to Advances denominated in Dollars, no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an Borrowing of a Base Rate Advance. If, with respect to Advance denominated in Canadian Dollars, no election as to the Type of Borrowing is specified, then the requested Borrowing shall be Borrowing of a Canadian Prime Rate Advance. If no Interest Period or BA Period is specified with respect to any requested Borrowing of a LIBOR Rate Advance or a BA Rate Advance, as applicable, then the Borrower shall be deemed to have selected an Interest Period or BA Period, as applicable, of one month’s duration. If no currency is specified, the requested Borrowing shall be denominated in Dollars.

Borrowing. Borrower shall give written notice or telephonic notice (ifollowed promptly by written confirmation thereof) The request for to Agent of each proposed borrowing of a Revolving Loan hereunder shall be made by the Notice of Borrowing from the Borrower to the Agent, given not later than (a) in the case of a Base Rate borrowing, 1:00 P.M. p.m. Chicago time on the proposed date that is ten of such borrowing, and (10b) in the case of a LIBOR borrowing, 1:00 p.m. Chicago time at least three Business Days prior to the date of the requested borrowing of Loans. The request for borrowing made in the Notice of Borrowing shall be given by telecopy, setting forth (1) the requested proposed date of such borrowing. Each such notice shall be effective upon receipt by Agent, (2) shall be irrevocable, and shall specify, in the aggregate 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 requested borrowingnotice, (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 (5) the account at which such requested funds should be made available. The request for borrowing made in the Notice of Borrowing shall be irrevocable by and binding on the Borrower. Loans may be not be reborrowed once repaid. The Agent shall give to advise each Lender prompt notice with a Revolving Loan Commitment thereof in writing (but in no event via facsimile, electronic mail or IntraLinks). Not later than 2:00 P.M. p.m. Chicago time on the date of 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 a proposed Revolving Loan borrowing is requested to be made pursuant to the Notice of Borrowingborrowing, each Lender will make available to the with a Revolving Loan Commitment shall provide Agent at the address of the office specified by Agent set forth on the signature pages hereto, in with immediately available funds, its allocation funds covering such Lender’s applicable Pro Rata Revolving Share of such borrowing requested to be made. Unless the and, so long as Agent shall have been notified by any Lender prior to the date of borrowing has not received written notice that such Lender does not intend to make available to the Agent its portion of the Loan borrowing to be made on such date, the Agent may assume that such Lender will make such amount available to the Agent as required above and the Agent 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 4.1 for 4 with respect to such borrowingborrowing have not been satisfied, Agent shall pay over the funds received by Agent will make such funds available to Borrower on the Borrower at the account specified by the Borrower in the Notice of Borrowing. (ii) requested borrowing date. The failure of any a Defaulting Lender to make the fund its Pro Rata Revolving Share of a Revolving Loan to be made by it as part (or its ratable share of the borrowing any other credit extension or payment) required hereunder shall not relieve any other Lender of its obligation, if any, hereunder obligation to make fund its Loan on the date Pro Rata Revolving Share of such borrowingRevolving Loan (or, as applicable, its ratable share of such other credit extension or payment), but no neither any other Lender nor Agent shall be responsible for the failure of any other Defaulting Lender to make the fund its Pro Rata Revolving Share of any Revolving Loan to be made by such (or its ratable share of any other Lender on the date of the borrowing. (iiicredit extension or payment) required hereunder. Each Lender borrowing shall be entitled to earn interest on a Business Day. Each Base Rate borrowing shall be in an aggregate amount of at the then applicable rate least $100,000 and an integral multiple of interest$50,000, calculated and each LIBOR borrowing shall be 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 Loanan aggregate amount of at least $100,000 and an integral multiple of at least $50,000. (iv) A request for a borrowing may not be made by telephone, unless no other means are available at the time of such request.

Borrowing. Borrower may request loans from Lender from time to time under this Note and Lender shall make loans to Borrower (ieach, an "Advance") The request for a Loan hereunder as long as: (a) the amount to be advanced shall be made authorized by Lender and shall not exceed the Notice of Borrowing from the Borrower amount required pursuant to the Agentapplicable spectrum transfer agreement (each, given an "STA") under which Borrower acquires an EBS Opportunity Channel plus additional expenses incurred in connection with each STA to form an acquisition entity (if required), to complete due diligence and to close the transaction; (b) the initial Advance is being used only for the purpose of financing Borrower's acquisition of the spectrum licenses and channel under each STA; (c) all conditions precedent set forth in the Loan Facility Agreement to making an Advance (or a "Subsequent Advance," if applicable) are satisfied; (d) there is no event of default by Borrower under this Note; (e) there is no Market Event of Default in the Market of the Acquired Channel acquired with an Advance by Hispanic Information and Telecommunications Network, Inc. [OPTION 1: (USE IF BORROWER IS HOLDCO): or Borrower] [OPTION 2: (USE IF BORROWER IS A NEWCO): HITN Spectrum, LLC, or Borrower] or any affiliate of Borrower under the Loan Facility Agreement; (f) no Global Event of Default exists under the Loan Facility Agreement; (g) there is no event of default by Borrower [OPTIONAL (USE IF BORROWER IS A NEWCO): or HITN Spectrum, LLC] under any of the Use Agreements or the Third-Party Leases; and (h) no event exists which with notice, or the passage of time or both would become an event of default, Market Event of Default or Global Event of Default as described in clauses (d) through (g) above. If Lender makes an Advance, then, so long as the conditions in clauses (c) and (d) above are still satisfied, Lender agrees to subsequently advance such additional sums (each, a "Subsequent Advance") as may be necessary to pay other reasonable and necessary out-of-pocket expenses incurred by Borrower in connection with maintaining the Acquired Channel acquired with the Advance, including legal and engineering expenses. Subsequent Advances shall be advanced only against invoices evidencing incurred obligations and will not later than 1:00 P.M. on the date that is ten (10) Business Days be advanced prior to the date time that the expense is incurred. EXHIBIT 1. 37 Without limiting the generality of the requested borrowing of Loans. The request for borrowing made in the Notice of Borrowing shall be given by telecopyforegoing, setting forth (1) the requested date of such borrowing, (2) the aggregate amount of such requested borrowing, (3) whether such Loans no money will be Base Rate Loans advanced under this Note for any personal, family, 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 (5) the account at which such requested funds should be made available. The request for borrowing made in the Notice of Borrowing shall be irrevocable by and binding on the Borrower. Loans may be not be reborrowed once repaid. The Agent shall give to each Lender prompt notice (but in no event later than 2:00 P.M. on the date of 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 borrowing is requested to be made pursuant to the Notice of Borrowing, each Lender will make available to the Agent at the address of the Agent set forth on the signature pages hereto, in immediately available funds, its allocation of such borrowing requested 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, the Agent may assume that such Lender will make such amount available to the Agent as required above and the Agent may, in reliance upon such assumption, make available the amount of the borrowing to be provided by such Lender. Upon fulfillment of the conditions set forth in Section 4.1 for such borrowing, the Agent will make such funds available to the Borrower at the account specified by the Borrower in the Notice of Borrowinghousehold purposes. (ii) The failure of any Lender to make the Loan to be made by it as part of the borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of the borrowing. (iii) Each 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 borrowing may not be made by telephone, unless no other means are available at the time of such request.