Common use of Coordination of Canadian BA Advances Clause in Contracts

Coordination of Canadian BA Advances. Each Lender shall advance its Applicable Percentage of each Borrowing by way of Canadian BA’s in accordance with Section 2.02(b) and the provisions set forth below. (a) The Administrative Agent, promptly following receipt of a notice from PMCULC or a Designated Borrower pursuant to Section 2.01 requesting a Borrowing by way of Canadian BA’s, shall advise each Lender of the aggregate face amount and term(s) of the Canadian BA’s to be accepted by it, which term(s) shall, subject to the provisions hereof, be identical for all Lenders. The aggregate face amount of Canadian BA’s to be accepted by a Lender shall be determined by the Administrative Agent by reference to the respective Commitments of the Lenders. In the event it is not practicable to allocate Canadian BA’s to each Lender such that the aggregate amount of Canadian BA’s required to be purchased by such Lender hereunder is in a whole multiple of C$100,000, Administrative Agent is authorized by PMCULC, each Designated Borrower and each Lender to make such allocation as Administrative Agent determines in its sole and unfettered discretion may be equitable in the circumstances and, if the aggregate amount of such Canadian BA’s is not a whole multiple of C$100,000, then the Administrative Agent may allocate (on a basis considered by it to be equitable) the excess of such amount over the next lowest whole multiple of C$100,000 to one Lender, which shall purchase a Canadian BA with a face amount equal to the excess and having the same term as the corresponding Canadian BA’s. In no event shall the portion of the outstanding Borrowings by way of Canadian BA’s of a Lender exceed such Lender’s Percentage Share of the aggregate Borrowings by way of Canadian BA’s by more than C$100,000 as a result of such exercise of discretion by Administrative Agent. (b) Each Lender shall transfer to the Administrative Agent by not later than 2:00 p.m. (Toronto time) on each funding date for Canadian BA’s, immediately available Canadian Dollars in an aggregate amount equal to the Canadian BA Discount Proceeds of all Canadian BA’s accepted and sold or purchased by such Lender on such funding date net of the applicable Canadian BA Fee and net of the amount required to pay any of its previously accepted Canadian BA’s that are maturing on the funding date or any of its other Borrowing that are being converted to Canadian BA’s on the funding date. In the case of a conversion from a Borrowing of Canadian Prime Rate Loans to PMCULC or a Designated Borrower into a Borrowing by way of Bankers’ Acceptances to be accepted by a Lender pursuant hereto, such Lender, in order to satisfy the continuing liability of PMCULC or such Designated Borrower to it for the principal amount of the Canadian Prime Rate Loans being converted, shall retain for its own account the Canadian BA Discount Proceeds of each new Canadian BA issued by it in connection with such conversion; and PMCULC or such Designated Borrower shall, on the date of issuance of the Canadian BA’s, pay to the Administrative Agent for the benefit of Lenders an amount equal to the difference between the aggregate principal amount of the Canadian Prime Rate Loans being converted owing to the Lenders and the aggregate Canadian BA Discount Proceeds of such Canadian BA’s net of the applicable Canadian BA Fee. (c) Notwithstanding any other provision hereof, for the purpose of determining the amount to be transferred by a Lender to PMCULC or the Designated Borrower requesting such Borrowing in respect of the sale of any Canadian BA accepted by such Lender and sold or purchased by it, the proceeds of sale thereof shall be deemed to be an amount equal to the Canadian BA Discount Proceeds calculated with respect thereto. Accordingly, in respect of any particular Canadian BA accepted by it, a Lender (in addition to its entitlement to retain the applicable Canadian BA Fee for its own account) (i) shall be entitled to retain for its own account the amount, if any, by which the actual proceeds of sale thereof exceed the Canadian BA Discount Proceeds calculated with respect thereto; and (ii) shall be required to pay out of its own funds the amount, if any, by which the actual proceeds of sale thereof are less than the Canadian BA Discount Proceeds calculated with respect thereto. (d) Whenever PMCULC or a Designated Borrower requests a Borrowing that includes Canadian BA’s, each Lender that is not permitted by Applicable Law, by its internal policies to accept Canadian BA’s or by customary market practice to accept a Canadian BA (a “Non BA Lender”) shall, in lieu of accepting its pro rata amount of such Canadian BA’s, make available to PMCULC or the applicable Designated Borrower on the funding date a non-interest bearing loan (a “Canadian BA Equivalent Loan”) in Canadian Dollars in an amount equal to the amount of Canadian BA Discount Proceeds that would constitute its pro rata amount of the applicable Canadian BA’s based on the Canadian BA Discount Rate set forth in clause (b) of the definition of “Canadian BA Discount Rate”. Each Non BA Lender also shall be entitled to deduct from each Canadian BA Equivalent Loan an amount equal to the Canadian BA Fee that would have been applicable had it been able to accept Canadian BA’s. Each Canadian BA Equivalent Loan shall have a term equal to the term of the Canadian BA’s that the Non BA Lender would otherwise have accepted and PMCULC or the Designated Borrower requesting such Borrowing shall, at the end of that term, be obligated to pay the Non BA Lender an amount equal to the aggregate face amount of the Canadian BA’s that it would otherwise have accepted. All provisions of this Agreement applicable to Canadian BA’s and Lenders that accept Canadian BA’s shall apply mutatis mutandis to Canadian BA Equivalent Loans and Non BA Lenders and, without limiting the foregoing, Borrowings shall include Canadian BA Equivalent Loans.

Coordination of Canadian BA Advances. Each Canadian Lender shall advance its Applicable Percentage Pro Rata Share of each Borrowing Subsidiary Borrowing by way of Canadian BABanker’s Acceptances in accordance with Section 2.02(b2.4(c) and the provisions set forth below. (a) The Administrative Agent, promptly following receipt of a notice from PMCULC or a Designated Borrower Pentair Canada pursuant to Section 2.01 2.4 requesting a Borrowing Subsidiary Borrowing by way of Canadian BA’sBanker’s Acceptances, shall advise each Canadian Lender of the aggregate face amount and term(s) of the Canadian BABanker’s Acceptances to be accepted by it, which term(s) shall, subject to the provisions hereof, shall be identical for all Canadian Lenders. The aggregate face amount of Canadian BABanker’s Acceptances to be accepted by a Canadian Lender shall be determined by the Administrative Agent by reference to the respective Borrowing Subsidiary Commitments of the Canadian Lenders. In the event it is not practicable to allocate Canadian BA’s to each Lender such that the aggregate amount of Canadian BA’s required to be purchased by such Lender hereunder is in a whole multiple of C$100,000, Administrative Agent is authorized by PMCULC, each Designated Borrower and each Lender to make such allocation as Administrative Agent determines in its sole and unfettered discretion may be equitable in the circumstances and, if the aggregate amount of such Canadian BA’s is not a whole multiple of C$100,000, then the Administrative Agent may allocate (on a basis considered by it to be equitable) the excess of such amount over the next lowest whole multiple of C$100,000 to one Lender, which shall purchase a Canadian BA with a face amount equal to the excess and having the same term as the corresponding Canadian BA’s. In no event shall the portion of the outstanding Borrowings by way of Canadian BA’s of a Lender exceed such Lender’s Percentage Share of the aggregate Borrowings by way of Canadian BA’s by more than C$100,000 as a result of such exercise of discretion by Administrative Agent. (b) Each Canadian Lender shall transfer to the Administrative Agent by Pentair Canada, for value not later than 2:00 1:00 p.m. (Toronto time) on each funding date for Canadian BA’sBanker’s Acceptances, immediately available Canadian Dollars in an aggregate amount equal to the Canadian BA Discount Proceeds of all Canadian BABanker’s Acceptances accepted and sold or purchased by such Canadian Lender on such funding date net of the applicable Canadian BA Banker’s Acceptance Fee and net of the amount required to pay any of its previously accepted Canadian BABanker’s Acceptances that are maturing on the funding date or any of its other Borrowing Subsidiary Borrowings that are being converted to Canadian BABanker’s Acceptances on the funding date. In the case of a conversion from a Borrowing of Canadian Prime Rate Loans to PMCULC or a Designated Borrower into a Borrowing by way of Bankers’ Acceptances to be accepted by a Lender pursuant hereto, such Lender, in order to satisfy the continuing liability of PMCULC or such Designated Borrower to it for the principal amount of the Canadian Prime Rate Loans being converted, shall retain for its own account the Canadian BA Discount Proceeds of each new Canadian BA issued by it in connection with such conversion; and PMCULC or such Designated Borrower shall, on the date of issuance of the Canadian BA’s, pay to the Administrative Agent for the benefit of Lenders an amount equal to the difference between the aggregate principal amount of the Canadian Prime Rate Loans being converted owing to the Lenders and the aggregate Canadian BA Discount Proceeds of such Canadian BA’s net of the applicable Canadian BA Fee. (c) Notwithstanding any other provision hereof, for the purpose of determining the amount to be transferred by a Canadian Lender to PMCULC or the Designated Borrower requesting such Borrowing Pentair Canada in respect of the sale of any Canadian BA Banker’s Acceptance accepted by such Canadian Lender and sold or purchased by it, the proceeds of sale thereof shall be deemed to be an amount equal to the Canadian BA Discount Proceeds calculated with respect thereto. Accordingly, in respect of any particular Canadian BA Banker’s Acceptance accepted by it, a Canadian Lender (in addition to its entitlement to retain the applicable Canadian BA Banker’s Acceptance Fee for its own account) (i) shall be entitled to retain for its own account the amount, if any, by which the actual proceeds of sale thereof exceed the Canadian BA Discount Proceeds calculated with respect thereto; and (ii) shall be required to pay out of its own funds the amount, if any, by which the actual proceeds of sale thereof are less than the Canadian BA Discount Proceeds calculated with respect thereto. (d) Whenever PMCULC or a Designated Borrower Pentair Canada requests a Borrowing Subsidiary Borrowing that includes Canadian BA’sBanker’s Acceptances, each Canadian Lender that is not permitted by Applicable Law, by its internal policies to accept Canadian BA’s applicable law or by customary market practice to accept a Canadian BA Banker’s Acceptance (a “Non BA Lender”) shall, in lieu of accepting its pro rata amount of such Canadian BA’sBanker’s Acceptances, make available to PMCULC or the applicable Designated Borrower on the funding date a non-interest bearing loan (a “Canadian BA Equivalent Loan”) in Canadian Dollars in an amount equal to the amount of Canadian BA Discount Proceeds that would constitute its pro rata amount of the applicable Canadian BABanker’s Acceptances based on the Canadian BA Discount Rate set forth in clause (b) of the definition of “Canadian BA Discount Rate”. Each Non BA Lender also shall be entitled to deduct from each Canadian BA Equivalent Loan an amount equal to the Canadian BA Banker’s Acceptance Fee that would have been applicable had it been able to accept Canadian BA’sBanker’s Acceptances. Each Canadian BA Equivalent Loan shall have a term equal to the term of the Canadian BABanker’s Acceptances that the Non BA Lender would otherwise have accepted and PMCULC or the Designated Borrower requesting such Borrowing Pentair Canada shall, at the end of that term, be obligated to pay the Non BA Lender an amount equal to the aggregate face amount of the Canadian BABanker’s Acceptances that it would otherwise have accepted. All provisions of this Agreement applicable to Canadian BABanker’s Acceptances and Canadian Lenders that accept Canadian BABanker’s Acceptances shall apply mutatis mutandis to Canadian BA Equivalent Loans and Non BA Lenders and, without limiting the foregoing, Borrowing Subsidiary Borrowings shall include Canadian BA Equivalent Loans.

Coordination of Canadian BA Advances. Each Lender shall advance its Applicable Percentage of each Borrowing by way of Canadian BA’s in accordance with Section 2.02(b) and the provisions set forth below. (a) The Administrative Agent, promptly following receipt of a notice from PMCULC or a Designated Borrower pursuant to Section 2.01 requesting a Borrowing by way of Canadian BA’s, shall advise each Lender of the aggregate face amount and term(s) of the Canadian BA’s to be accepted by it, which term(s) shall, subject to the provisions hereof, be identical for all Lenders. The aggregate face amount of Canadian BA’s to be accepted by a Lender shall be determined by the Administrative Agent by reference to the respective Commitments of the Lenders. In the event it is not practicable to allocate Canadian BA’s to each Lender such that the aggregate amount of Canadian BA’s required to be purchased by such Lender hereunder is in a whole multiple of C$100,000, Administrative Agent is authorized by PMCULC, each Designated Borrower PMCULC and each Lender to make such allocation as Administrative Agent determines in its sole and unfettered discretion may be equitable in the circumstances and, if the aggregate amount of such Canadian BA’s is not a whole multiple of C$100,000, then the Administrative Agent may allocate (on a basis considered by it to be equitable) the excess of such amount over the next lowest whole multiple of C$100,000 to one Lender, which shall purchase a Canadian BA with a face amount equal to the excess and having the same term as the corresponding Canadian BA’s. In no event shall the portion of the outstanding Borrowings by way of Canadian BA’s of a Lender exceed such Lender’s Percentage Share of the aggregate Borrowings by way of Canadian BA’s by more than C$100,000 as a result of such exercise of discretion by Administrative Agent. (b) Each Lender shall transfer to the Administrative Agent by not later than 2:00 p.m. (Toronto time) on each funding date for Canadian BA’s, immediately available Canadian Dollars in an aggregate amount equal to the Canadian BA Discount Proceeds of all Canadian BA’s accepted and sold or purchased by such Lender on such funding date net of the applicable Canadian BA Fee and net of the amount required to pay any of its previously accepted Canadian BA’s that are maturing on the funding date or any of its other Borrowing that are being converted to Canadian BA’s on the funding date. In the case of a conversion from a Borrowing of Canadian Prime Rate Loans to PMCULC or a Designated Borrower into a Borrowing by way of Bankers’ Acceptances to be accepted by a Lender pursuant hereto, such Lender, in order to satisfy the continuing liability of PMCULC or such Designated Borrower to it for the principal amount of the Canadian Prime Rate Loans being converted, shall retain for its own account the Canadian BA Discount Proceeds of each new Canadian BA issued by it in connection with such conversion; and PMCULC or such Designated Borrower shall, on the date of issuance of the Canadian BA’s, pay to the Administrative Agent for the benefit of Lenders an amount equal to the difference between the aggregate principal amount of the Canadian Prime Rate Loans being converted owing to the Lenders and the aggregate Canadian BA Discount Proceeds of such Canadian BA’s net of the applicable Canadian BA Fee. (c) Notwithstanding any other provision hereof, for the purpose of determining the amount to be transferred by a Lender to PMCULC or the Designated Borrower requesting such Borrowing in respect of the sale of any Canadian BA accepted by such Lender and sold or purchased by it, the proceeds of sale thereof shall be deemed to be an amount equal to the Canadian BA Discount Proceeds calculated with respect thereto. Accordingly, in respect of any particular Canadian BA accepted by it, a Lender (in addition to its entitlement to retain the applicable Canadian BA Fee for its own account) (i) shall be entitled to retain for its own account the amount, if any, by which the actual proceeds of sale thereof exceed the Canadian BA Discount Proceeds calculated with respect thereto; and (ii) shall be required to pay out of its own funds the amount, if any, by which the actual proceeds of sale thereof are less than the Canadian BA Discount Proceeds calculated with respect thereto. (d) Whenever PMCULC or a Designated Borrower requests a Borrowing that includes Canadian BA’s, each Lender that is not permitted by Applicable Law, by its internal policies to accept Canadian BA’s or by customary market practice to accept a Canadian BA (a “Non BA Lender”) shall, in lieu of accepting its pro rata amount of such Canadian BA’s, make available to PMCULC or the applicable Designated Borrower on the funding date a non-interest bearing loan (a “Canadian BA Equivalent Loan”) in Canadian Dollars in an amount equal to the amount of Canadian BA Discount Proceeds that would constitute its pro rata amount of the applicable Canadian BA’s based on the Canadian BA Discount Rate set forth in clause (b) of the definition of “Canadian BA Discount Rate”. Each Non BA Lender also shall be entitled to deduct from each Canadian BA Equivalent Loan an amount equal to the Canadian BA Fee that would have been applicable had it been able to accept Canadian BA’s. Each Canadian BA Equivalent Loan shall have a term equal to the term of the Canadian BA’s that the Non BA Lender would otherwise have accepted and PMCULC or the Designated Borrower requesting such Borrowing shall, at the end of that term, be obligated to pay the Non BA Lender an amount equal to the aggregate face amount of the Canadian BA’s that it would otherwise have accepted. All provisions of this Agreement applicable to Canadian BA’s and Lenders that accept Canadian BA’s shall apply mutatis mutandis to Canadian BA Equivalent Loans and Non BA Lenders and, without limiting the foregoing, Borrowings shall include Canadian BA Equivalent Loans.

Coordination of Canadian BA Advances. Each Canadian Lender shall advance its Applicable Canadian Percentage of each Canadian Borrowing by way of Canadian BABanker’s Acceptances in accordance with Section 2.02(b) 2.4.3 and the provisions set forth below. (a) The Administrative Agent, promptly following receipt of a notice from PMCULC or a Designated Canadian Borrower pursuant to Section 2.01 2.4 requesting a Canadian Borrowing by way of Canadian BA’sBanker’s Acceptances, shall advise each Canadian Lender of the aggregate face amount and term(s) of the Canadian BABanker’s Acceptances to be accepted by it, which term(s) shall, subject to the provisions hereof, shall be identical for all Canadian Lenders. The aggregate face amount of Canadian BABanker’s Acceptances to be accepted by a Canadian Lender shall be determined by the Administrative Agent by reference to the respective Canadian Commitments of the Canadian Lenders. In the event it is not practicable to allocate Canadian BA’s to each Lender such that the aggregate amount of Canadian BA’s required to be purchased by such Lender hereunder is in a whole multiple of C$100,000, Administrative Agent is authorized by PMCULC, each Designated Borrower and each Lender to make such allocation as Administrative Agent determines in its sole and unfettered discretion may be equitable in the circumstances and, if the aggregate amount of such Canadian BA’s is not a whole multiple of C$100,000, then the Administrative Agent may allocate (on a basis considered by it to be equitable) the excess of such amount over the next lowest whole multiple of C$100,000 to one Lender, which shall purchase a Canadian BA with a face amount equal to the excess and having the same term as the corresponding Canadian BA’s. In no event shall the portion of the outstanding Borrowings by way of Canadian BA’s of a Lender exceed such Lender’s Percentage Share of the aggregate Borrowings by way of Canadian BA’s by more than C$100,000 as a result of such exercise of discretion by Administrative Agent. (b) Each Canadian Lender shall transfer to the Administrative Agent by applicable Canadian Borrower, for value not later than 2:00 1:00 p.m. (Toronto time) on each funding date for Canadian BA’sBanker’s Acceptances, immediately available Canadian Dollars in an aggregate amount equal to the Canadian BA Discount Proceeds of all Canadian BABanker’s Acceptances accepted and sold or purchased by such Canadian Lender on such funding date net of the applicable Canadian BA Banker’s Acceptance Fee and net of the amount required to pay any of its previously accepted Canadian BABanker’s Acceptances that are maturing on the funding date or any of its other Borrowing Canadian Borrowings that are being converted to Canadian BABanker’s Acceptances on the funding date. In the case of a conversion from a Borrowing of Canadian Prime Rate Loans to PMCULC or a Designated Borrower into a Borrowing by way of Bankers’ Acceptances to be accepted by a Lender pursuant hereto, such Lender, in order to satisfy the continuing liability of PMCULC or such Designated Borrower to it for the principal amount of the Canadian Prime Rate Loans being converted, shall retain for its own account the Canadian BA Discount Proceeds of each new Canadian BA issued by it in connection with such conversion; and PMCULC or such Designated Borrower shall, on the date of issuance of the Canadian BA’s, pay to the Administrative Agent for the benefit of Lenders an amount equal to the difference between the aggregate principal amount of the Canadian Prime Rate Loans being converted owing to the Lenders and the aggregate Canadian BA Discount Proceeds of such Canadian BA’s net of the applicable Canadian BA Fee. (c) Notwithstanding any other provision hereof, for the purpose of determining the amount to be transferred by a Canadian Lender to PMCULC or the Designated a Canadian Borrower requesting such Borrowing in respect of the sale of any Canadian BA Banker’s Acceptance accepted by such Canadian Lender and sold or purchased by it, the proceeds of sale thereof shall be deemed to be an amount equal to the Canadian BA Discount Proceeds calculated with respect thereto. Accordingly, in respect of any particular Canadian BA Banker’s Acceptance accepted by it, a Canadian Lender (in addition to its entitlement to retain the applicable Canadian BA Banker’s Acceptance Fee for its own account) (i) shall be entitled to retain for its own account the amount, if any, by which the actual proceeds of sale thereof exceed the Canadian BA Discount Proceeds calculated with respect thereto; and (ii) shall be required to pay out of its own funds the amount, if any, by which the actual proceeds of sale thereof are less than the Canadian BA Discount Proceeds calculated with respect thereto. (d) Whenever PMCULC or a Designated Canadian Borrower requests a Canadian Borrowing that includes Canadian BA’sBanker’s Acceptances, each Canadian Lender that is not permitted by Applicable Law, by its internal policies to accept Canadian BA’s applicable law or by customary market practice to accept a Canadian BA Banker’s Acceptance (a “Non BA Lender”) shall, in lieu of accepting its pro rata amount of such Canadian BA’sBanker’s Acceptances, make available to PMCULC or the applicable Designated such Canadian Borrower on the funding date a non-interest bearing loan (a “Canadian BA Equivalent Loan”) in Canadian Dollars in an amount equal to the amount of Canadian BA Discount Proceeds that would constitute its pro rata amount of the applicable Canadian BABanker’s Acceptances based on the Canadian BA Discount Rate set forth in clause (b) of the definition of “Canadian BA Discount Rate”. Each Non BA Lender also shall be entitled to deduct from each Canadian BA Equivalent Loan an amount equal to the Canadian BA Banker’s Acceptance Fee that would have been applicable had it been able to accept Canadian BA’sBanker’s Acceptances. Each Canadian BA Equivalent Loan shall have a term equal to the term of the Canadian BABanker’s Acceptances that the Non BA Lender would otherwise have accepted and PMCULC or the Designated applicable Canadian Borrower requesting such Borrowing shall, at the end of that term, be obligated to pay the Non BA Lender an amount equal to the aggregate face amount of the Canadian BABanker’s Acceptances that it would otherwise have accepted. All provisions of this Agreement applicable to Canadian BABanker’s Acceptances and Canadian Lenders that accept Canadian BABanker’s Acceptances shall apply mutatis mutandis to Canadian BA Equivalent Loans and Non BA Lenders and, without limiting the foregoing, Canadian Borrowings shall include Canadian BA Equivalent Loans.

Coordination of Canadian BA Advances. Each Lender shall advance its Applicable Percentage of each Borrowing by way of Canadian BA’s in accordance with Section 2.02(b) and the provisions set forth below. (a) The Administrative Agent, promptly following receipt of a notice from PMCULC or a Designated Borrower pursuant to Section 2.01 requesting a Borrowing by way of Canadian BA’s, shall advise each Lender of the aggregate face amount and term(s) of the Canadian BA’s to be accepted by it, which term(s) shall, subject to the provisions hereof, shall be identical for all Lenders. The aggregate face amount of Canadian BA’s to be accepted by a Lender shall be determined by the Administrative Agent by reference to the respective Commitments of the Lenders. In the event it is not practicable to allocate Canadian BA’s to each Lender such that the aggregate amount of Canadian BA’s required to be purchased by such Lender hereunder is in a whole multiple of C$100,000, Administrative Agent is authorized by PMCULC, each Designated Borrower and each Lender to make such allocation as Administrative Agent determines in its sole and unfettered discretion may be equitable in the circumstances and, if the aggregate amount of such Canadian BA’s is not a whole multiple of C$100,000, then the Administrative Agent may allocate (on a basis considered by it to be equitable) the excess of such amount over the next lowest whole multiple of C$100,000 to one Lender, which shall purchase a Canadian BA with a face amount equal to the excess and having the same term as the corresponding Canadian BA’s. In no event shall the portion of the outstanding Borrowings by way of Canadian BA’s of a Lender exceed such Lender’s Percentage Share of the aggregate Borrowings by way of Canadian BA’s by more than C$100,000 as a result of such exercise of discretion by Administrative Agent. (b) Each Lender shall transfer to the Administrative Agent by not later than 2:00 p.m. (Toronto time) on each funding date for Canadian BA’s, immediately available Canadian Dollars in an aggregate amount equal to the Canadian BA Discount Proceeds of all Canadian BA’s accepted and sold or purchased by such Lender on such funding date net of the applicable Canadian BA Fee and net of the amount required to pay any of its previously accepted Canadian BA’s that are maturing on the funding date or any of its other Borrowing that are being converted to Canadian BA’s on the funding date. In the case of a conversion from a Borrowing of Canadian Prime Rate Loans to PMCULC or a Designated Borrower into a Borrowing by way of Bankers’ Acceptances to be accepted by a Lender pursuant hereto, such Lender, in order to satisfy the continuing liability of PMCULC or such Designated Borrower to it for the principal amount of the Canadian Prime Rate Loans being converted, shall retain for its own account the Canadian BA Discount Proceeds of each new Canadian BA issued by it in connection with such conversion; and PMCULC or such Designated Borrower shall, on the date of issuance of the Canadian BA’s, pay to the Administrative Agent for the benefit of Lenders an amount equal to the difference between the aggregate principal amount of the Canadian Prime Rate Loans being converted owing to the Lenders and the aggregate Canadian BA Discount Proceeds of such Canadian BA’s net of the applicable Canadian BA Fee. (c) Notwithstanding any other provision hereof, for the purpose of determining the amount to be transferred by a Lender to PMCULC or the Designated Borrower requesting such Borrowing in respect of the sale of any Canadian BA accepted by such Lender and sold or purchased by it, the proceeds of sale thereof shall be deemed to be an amount equal to the Canadian BA Discount Proceeds calculated with respect thereto. Accordingly, in respect of any particular Canadian BA accepted by it, a Lender (in addition to its entitlement to retain the applicable Canadian BA Fee for its own account) (i) shall be entitled to retain for its own account the amount, if any, by which the actual proceeds of sale thereof exceed the Canadian BA Discount Proceeds calculated with respect thereto; and (ii) shall be required to pay out of its own funds the amount, if any, by which the actual proceeds of sale thereof are less than the Canadian BA Discount Proceeds calculated with respect thereto. (d) Whenever PMCULC or a Designated Borrower requests a Borrowing that includes Canadian BA’s, each Lender that is not permitted by Applicable Lawapplicable law, by its internal policies to accept Canadian BA’s or by customary market practice to accept a Canadian BA (a “Non BA Lender”) shall, in lieu of accepting its pro rata amount of such Canadian BA’s, make available to PMCULC or the applicable Designated Borrower on the funding date a non-interest bearing loan (a “Canadian BA Equivalent Loan”) in Canadian Dollars in an amount equal to the amount of Canadian BA Discount Proceeds that would constitute its pro rata amount of the applicable Canadian BA’s based on the Canadian BA Discount Rate set forth in clause (b) of the definition of “Canadian BA Discount Rate”. Each Non BA Lender also shall be entitled to deduct from each Canadian BA Equivalent Loan an amount equal to the Canadian BA Fee that would have been applicable had it been able to accept Canadian BA’s. Each Canadian BA Equivalent Loan shall have a term equal to the term of the Canadian BA’s that the Non BA Lender would otherwise have accepted and PMCULC or the Designated Borrower requesting such Borrowing shall, at the end of that term, be obligated to pay the Non BA Lender an amount equal to the aggregate face amount of the Canadian BA’s that it would otherwise have accepted. All provisions of this Agreement applicable to Canadian BA’s and Lenders that accept Canadian BA’s shall apply mutatis mutandis to Canadian BA Equivalent Loans and Non BA Lenders and, without limiting the foregoing, Borrowings shall include Canadian BA Equivalent Loans.

Coordination of Canadian BA Advances. Each Lender shall advance its Applicable Percentage of each Borrowing by way of Canadian BA’s in accordance with Section 2.02(b) and the provisions set forth below. (a) The Administrative Agent, promptly following receipt of a notice from PMCULC or a Designated Borrower pursuant to Section 2.01 requesting a Borrowing by way of Canadian BA’s, shall advise each Lender of the aggregate face amount and term(s) of the Canadian BA’s to be accepted by it, which term(s) shall, subject to the provisions hereof, be identical for all Lenders. The aggregate face amount of Canadian BA’s to be accepted by a Lender shall be determined by the Administrative Agent by reference to the respective Commitments of the Lenders. In the event it is not practicable to allocate Canadian BA’s to each Lender such that the aggregate amount of Canadian BA’s required to be purchased by such Lender hereunder is in a whole multiple of C$100,000, Administrative Agent is authorized by PMCULC, each Designated Borrower PMCULC and each Lender to make such allocation as Administrative Agent determines in its sole and unfettered discretion may be equitable in the circumstances and, if the aggregate amount of such Canadian BA’s is not a whole multiple of C$100,000, then the Administrative Agent may allocate (on a basis considered by it to be equitable) the excess of such amount over the next lowest whole multiple of C$100,000 to one Lender, which shall purchase a Canadian BA with a face amount equal to the excess and having the same term as the corresponding Canadian BA’s. In no event shall the portion of the outstanding Borrowings by way of Canadian BA’s of a Lender exceed such Lender’s Percentage Share of the aggregate Borrowings by way of Canadian BA’s by more than C$100,000 as a result of such exercise of discretion by Administrative Agent. (b) Each Lender shall transfer to the Administrative Agent by not later than 2:00 p.m. (Toronto time) on each funding date for Canadian BA’s, immediately available Canadian Dollars in an aggregate amount equal to the Canadian BA Discount Proceeds of all Canadian BA’s accepted and sold or purchased by such Lender on such funding date net of the applicable Canadian BA Fee and net of the amount required to pay any of its previously accepted Canadian BA’s that are maturing on the funding date or any of its other Borrowing that are being converted to Canadian BA’s on the funding date. In the case of a conversion from a Borrowing of Canadian Prime Rate Loans to PMCULC or a Designated Borrower into a Borrowing by way of Bankers’ Acceptances to be accepted by a Lender pursuant hereto, such Lender, in order to satisfy the continuing liability of PMCULC or such Designated Borrower to it for the principal amount of the Canadian Prime Rate Loans being converted, shall retain for its own account the Canadian BA Discount Proceeds of each new Canadian BA issued by it in connection with such conversion; and PMCULC or such Designated Borrower shall, on the date of issuance of the Canadian BA’s, pay to the Administrative Agent for the benefit of Lenders an amount equal to the difference between the aggregate principal amount of the Canadian Prime Rate Loans being converted owing to the Lenders and the aggregate Canadian BA Discount Proceeds of such Canadian BA’s net of the applicable Canadian BA Fee. (c) Notwithstanding any other provision hereof, for the purpose of determining the amount to be transferred by a Lender to PMCULC or the Designated Borrower requesting such Borrowing in respect of the sale of any Canadian BA accepted by such Lender and sold or purchased by it, the proceeds of sale thereof shall be deemed to be an amount equal to the Canadian BA Discount Proceeds calculated with respect thereto. Accordingly, in respect of any particular Canadian BA accepted by it, a Lender (in addition to its entitlement to retain the applicable Canadian BA Fee for its own account) (i) shall be entitled to retain for its own account the amount, if any, by which the actual proceeds of sale thereof exceed the Canadian BA Discount Proceeds calculated with respect thereto; and (ii) shall be required to pay out of its own funds the amount, if any, by which the actual proceeds of sale thereof are less than the Canadian BA Discount Proceeds calculated with respect thereto. (d) Whenever PMCULC or a Designated Borrower requests a Borrowing that includes Canadian BA’s, each Lender that is not permitted by Applicable Lawapplicable law, by its internal policies to accept Canadian BA’s or by customary market practice to accept a Canadian BA (a “Non BA Lender”) shall, in lieu of accepting its pro rata amount of such Canadian BA’s, make available to PMCULC or the applicable Designated Borrower on the funding date a non-interest bearing loan (a “Canadian BA Equivalent Loan”) in Canadian Dollars in an amount equal to the amount of Canadian BA Discount Proceeds that would constitute its pro rata amount of the applicable Canadian BA’s based on the Canadian BA Discount Rate set forth in clause (b) of the definition of “Canadian BA Discount Rate”. Each Non BA Lender also shall be entitled to deduct from each Canadian BA Equivalent Loan an amount equal to the Canadian BA Fee that would have been applicable had it been able to accept Canadian BA’s. Each Canadian BA Equivalent Loan shall have a term equal to the term of the Canadian BA’s that the Non BA Lender would otherwise have accepted and PMCULC or the Designated Borrower requesting such Borrowing shall, at the end of that term, be obligated to pay the Non BA Lender an amount equal to the aggregate face amount of the Canadian BA’s that it would otherwise have accepted. All provisions of this Agreement applicable to Canadian BA’s and Lenders that accept Canadian BA’s shall apply mutatis mutandis to Canadian BA Equivalent Loans and Non BA Lenders and, without limiting the foregoing, Borrowings shall include Canadian BA Equivalent Loans.