Common use of Funding of Loans Clause in Contracts

Funding of Loans. The Lenders agree that the Administrative Agent may assume that each Lender will fund timely its pro rata portion of each borrowing requested by the Borrowers in accordance with the terms of this Agreement and that the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable borrowing available to the Administrative Agent, then the applicable Lender and the Borrowers severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrowers to but excluding the date of payment to the Administrative Agent, at (a) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate or a rate determined by the Administrative Agent in accordance with banking industry customs and rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (b) in the case of a payment to be made by the Borrowers, the interest rate applicable to Adjusted Base Rate Borrowings. If the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers the amount of such interest paid by the Borrowers for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such share included in the subject borrowing. Any payment by the Borrowers shall be without prejudice to any claim the Borrowers may have against a Lender that shall have failed to make such payment to the Administrative Agent.

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

Funding of Loans. Each Lender shall make available to the Administrative Agent its Pro Rata Share of the principal amount of each Loan under the Credit Facility prior to 11:00 a.m. (Vancouver time) on the date of the extension of credit. The Lenders agree Administrative Agent shall, upon fulfilment by the Borrower of the terms and conditions set forth in Article 12 and unless otherwise irrevocably authorized and directed in the Drawdown Notice, make such funds available to the Borrower on the date of the extension of credit by crediting the Designated Account (or causing such account to be credited). Unless the Administrative Agent has been notified by a Lender at least one Banking Day prior to the date of the extension of credit that such Lender will not make available to the Administrative Agent its Pro Rata Share of such Loan, the Administrative Agent may assume that each such Lender will fund timely its pro rata has made such portion of each borrowing requested by the Borrowers Loan available to the Administrative Agent on the date of the extension of credit in accordance with the terms of this Agreement provisions hereof and that the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers Borrower on such date a corresponding amount. In If the Administrative Agent has made such eventassumption, if a to the extent such Lender has shall not in fact have so made its share Pro Rata Share of the applicable borrowing Loan available to the Administrative Agent, then the applicable such Lender and the Borrowers severally agree agrees to pay to the Administrative Agent Agent, forthwith on demand demand, such corresponding amount Lender’s Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Administrative Agent in immediately available funds connection therewith together with interest thereon, thereon at the then prevailing interbank rate for each day from and including the date such amount is made available to the Borrowers to but excluding Borrower until the date such amount is paid or repaid to the Administrative Agent; provided, however, that notwithstanding such obligation, if such Lender fails so to pay, the Borrower shall, without prejudice to any rights that the Borrower might have against such Lender, repay such amount to the Administrative Agent forthwith after demand therefor by the Administrative Agent. The amount payable by each Lender to the Administrative Agent pursuant hereto shall be set forth in a certificate delivered by the Administrative Agent to such Lender and the Borrower (which certificate shall contain reasonable details of how the amount payable is calculated) and shall constitute prima facie evidence of such amount payable. If such Lender makes the payment to the Administrative AgentAgent required herein, at (a) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate or a rate determined by the Administrative Agent in accordance with banking industry customs and rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (b) in the case of a payment to be made by the Borrowers, the interest rate applicable to Adjusted Base Rate Borrowings. If the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers the amount of such interest paid by the Borrowers for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such share included Lender’s Pro Rata Share of the Loan for purposes of this agreement and shall entitle the Lender to all rights and remedies against the Borrower in the subject borrowing. Any payment by the Borrowers shall be without prejudice to any claim the Borrowers may have against a Lender that shall have failed to make respect of such payment to the Administrative AgentLoan.

Funding of Loans. Upon receipt of a Notice of Borrowing, the Agent shall promptly inform the Lenders as to the terms thereof. Each such Lender shall make its Commitment Percentage of the requested Loans available to the Agent by 2:00 p.m. on the date specified in the Notice of Borrowing by deposit, in Dollars, of immediately available funds at the Agency Services Address. The Lenders agree amount of the requested Loans will then be made available to the Borrowers by the Agent by crediting the account of the Borrowers on the books of such office of the Agent, to the extent the amount of such Loans are made available to the Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make Loans hereunder; provided, however, that the Administrative failure of any Lender to fulfill its obligations hereunder shall not relieve any other Lender of its obligations hereunder. Unless the Agent shall have been notified by any Lender prior to the date of any such Loan that such Lender does not intend to make available to the Agent its portion of the Loans to be made on such date, the Agent may assume that each such Lender will fund timely its pro rata portion has made such amount available to the Agent on the date of each borrowing requested by such Loans, and the Borrowers in accordance with the terms of this Agreement and that the Administrative Agent may, in reliance upon such assumption, may (in its sole discretion but without any obligation to do so) make available to the Borrowers a corresponding amount. In If such event, if a Lender has corresponding amount is not in fact made its share of the applicable borrowing available to the Administrative Agent, then the applicable Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Agent's demand therefor, the Agent will promptly notify the Borrowers and the Borrowers severally agree to shall immediately pay such corresponding amount within two Business Days to the Administrative Agent. The Agent forthwith shall also be entitled to recover from the Lender or the Borrowers, as the case may be, interest on demand such corresponding amount in immediately available funds with interest thereon, for respect of each day from and including the date such corresponding amount is was made available by the Agent to the Borrowers to but excluding the date of payment such corresponding amount is recovered by the Agent at a per annum rate equal to the Administrative Agent, at (a) in from the case Borrowers at the applicable rate for such Loan pursuant to the Notice of a payment to be made by such Lender, the greater of the Federal Funds Rate or a rate determined by the Administrative Agent in accordance with banking industry customs and rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, Borrowing and (b) in the case of a payment to be made by the Borrowers, the interest rate applicable to Adjusted Base Rate Borrowings. If the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers the amount of such interest paid by the Borrowers for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such share included in the subject borrowing. Any payment by the Borrowers shall be without prejudice to any claim the Borrowers may have against from a Lender that shall have failed to make such payment to at the Administrative AgentFederal Funds Rate.

Funding of Loans. Each Lender shall make available to the Agent its Pro Rata Share of the principal amount of each Loan (other than a BA Rate Loan) under the Credit Facility prior to 10:00 a.m. (Toronto time) on the date of the extension of credit. The Lenders agree Agent shall, upon fulfilment by the Borrower of the terms and conditions set forth in Article 12, make such funds available to the Borrower on the date of the extension of credit by crediting the appropriate Designated Account in immediately available funds unless otherwise irrevocably authorized and directed in the Drawdown Notice. Unless the Agent has been notified by a Lender prior to 10:00 a.m. (Toronto time) on the date of the extension of credit that such Lender will not make available to the Administrative Agent its Pro Rata Share of such Loan, the Agent may assume that each such Lender will fund timely its pro rata has made such portion of each borrowing requested by the Borrowers Loan available to the Agent on the date of the extension of credit in accordance with the terms of this Agreement provisions hereof and that the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers Borrower on such date a corresponding amount. In If the Agent has made such eventassumption, if a to the extent such Lender has shall not in fact have so made its share Pro Rata Share of the applicable borrowing Loan available to the Administrative Agent, then the applicable such Lender and the Borrowers severally agree agrees to pay to the Administrative Agent Agent, forthwith on demand demand, such corresponding amount Lender’s Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Agent in immediately available funds connection therewith together with interest thereon, thereon at the then prevailing interbank rate for each day from and including the date such amount is made available to the Borrowers to but excluding Borrower until the date of payment such amount is paid or repaid to the Administrative Agent; provided, at (a) in however, that notwithstanding such obligation, if such Lender fails so to pay, the case of a payment Borrower shall, without prejudice to be made by any rights that the Borrower might have against such Lender, repay such amount to the greater of the Federal Funds Rate or a rate determined Agent forthwith after demand therefor by the Administrative Agent. The amount payable by such Lender to the Agent pursuant hereto shall be set forth in accordance with banking industry customs and rules on interbank compensation, plus any administrative, processing or similar fees customarily charged a certificate delivered by the Administrative Agent in connection with the foregoing, and (b) in the case of a payment to be made by the Borrowers, the interest rate applicable to Adjusted Base Rate Borrowings. If the Borrowers and such Lender and the Borrower (which certificate shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers contain reasonable details of how the amount payable is calculated) and shall constitute prima facie evidence of such interest paid by the Borrowers for such periodamount payable. If such Lender pays its share of makes the applicable borrowing payment to the Administrative AgentAgent required herein, then the amount so paid shall constitute such share included Lender’s Pro Rata Share of the Loan for purposes of this Agreement and shall entitle such Lender to all rights and remedies against the Borrower in the subject borrowing. Any payment by the Borrowers shall be without prejudice to any claim the Borrowers may have against a Lender that shall have failed to make respect of such payment to the Administrative AgentLoan.

Funding of Loans. Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender shall make its Commitment Percentage of the requested Loans available to the Administrative Agent by 1:00 p.m. on the date specified in the Notice of Borrowing by deposit, in Dollars, of immediately available funds at the Agency Services Address. The Lenders agree amount of the requested Loans will then be made available to the Borrower by the Administrative Agent as directed by the Borrower, to the extent the amount of such Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make Loans hereunder; provided, however, that the failure of any Lender to fulfill its obligations hereunder shall not relieve any other Lender of its obligations hereunder. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Loan that such Lender does not intend to make available to the Administrative Agent its portion of the Loans to be made on such date, the Administrative Agent may assume that each such Lender will fund timely its pro rata portion of each borrowing requested by the Borrowers in accordance with the terms of this Agreement and that has made such amount available to the Administrative Agent mayon the date of such Loans, and the Administrative Agent in reliance upon such assumption, may (in its sole discretion but without any obligation to do so) make available to the Borrowers Borrower a corresponding amount. In If such event, if a Lender has corresponding amount is not in fact made its share of the applicable borrowing available to the Administrative Agent, then the applicable Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount upon the Administrative Agent's demand therefor, the Administrative Agent will promptly notify the Borrower, and the Borrowers severally agree to Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent forthwith shall also be entitled to recover from such Lender or the Borrower, as the case may be, interest on demand such corresponding amount in immediately available funds with interest thereon, for respect of each day from and including the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is made available recovered by the Administrative Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan pursuant to the Borrowers Notice of Borrowing or (ii) from such Lender, at a rate per annum equal to, during the period to but excluding the date of payment to the Administrative Agenttwo Business Days after demand therefor, at (a) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate or a rate determined by the Administrative Agent in accordance with banking industry customs and rules on interbank compensationRate, plus any administrativeand, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (b) in the case of a payment to be made by the Borrowersthereafter, the interest rate applicable to Adjusted Base Rate Borrowings. If the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers the amount of such interest paid by the Borrowers for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such share included in the subject borrowing. Any payment by the Borrowers shall be without prejudice to any claim the Borrowers may have against a Lender that shall have failed to make such payment to the Administrative Agentplus two percent (2%) per annum.

Funding of Loans. The Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders agree as to the terms thereof. Each Lender will make its pro rata share of the Loans available to the Administrative Agent by 2:00 p.m. on the date specified in the Notice of Borrowing by deposit (in Dollars) of immediately available funds at the offices of the Administrative Agent at its principal office in New York, New York, or at such other address as the Administrative Agent may designate in writing. All Loans shall be made by the Lenders pro rata on the basis of each Lender’s Commitment Percentage. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make Loans hereunder; provided, however, that the failure of any Lender to fulfill its obligations hereunder shall not relieve any other Lender of its obligations hereunder. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Loan that such Lender does not intend to make available to the Administrative Agent its portion of the Loans to be made on such date, the Administrative Agent may assume that each such Lender will fund timely its pro rata portion of each borrowing requested by the Borrowers in accordance with the terms of this Agreement and that has made such amount available to the Administrative Agent mayon the date of such Loans, and the Administrative Agent in reliance upon such assumption, may (in its sole discretion without any obligation to do so) make available to the Borrowers Borrower a corresponding amount. In If such event, if a Lender has corresponding amount is not in fact made its share of the applicable borrowing available to the Administrative Agent, then the applicable Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent will promptly notify the Borrower and the Borrowers severally agree to Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent forthwith shall also be entitled to recover from the Lender or the Borrower, as the case may be, interest on demand such corresponding amount in immediately available funds with interest thereon, for respect of each day from and including the date such corresponding amount is was made available to the Borrowers to but excluding the date of payment to the Administrative Agent, at (a) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate or a rate determined by the Administrative Agent in accordance with banking industry customs and rules on interbank compensation, plus any administrative, processing or similar fees customarily charged to the Borrower to the date such corresponding amount is recovered by the Administrative Agent in connection with at a per annum rate equal to (a) the foregoingapplicable rate for such Loan pursuant to the Notice of Borrowing, if recovered from the Borrower and (b) in the case of Federal Funds Rate, if recovered from a payment to be made by the Borrowers, the interest rate applicable to Adjusted Base Rate Borrowings. If the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers the amount of such interest paid by the Borrowers for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such share included in the subject borrowing. Any payment by the Borrowers shall be without prejudice to any claim the Borrowers may have against a Lender that shall have failed to make such payment to the Administrative AgentLender.

Funding of Loans. The Not later than (a) 1:00 P.M. (Charlotte, North Carolina time) on the date of each Base Rate Borrowing and (b) 12:00 Noon (Charlotte, North Carolina time) on the date of each Term SOFR Borrowing, each Lender shall make available its ratable share of such Borrowing, in Federal or other funds immediately available in Charlotte, North Carolina, to the Administrative Agent at its address referred to in Section 9.01. Unless the Administrative Agent determines that any applicable condition specified in Article IV has not been satisfied, the Administrative Agent shall apply any funds so received in respect of a Borrowing available to the Borrower at the Administrative Agent’s address not later than (a) 3:00 P.M. (Charlotte, North Carolina time) on the date of each Base Rate Borrowing and (b) 2:00 P.M. (Charlotte, North Carolina time) on the date of each Term SOFR Borrowing. Revolving Loans to be made for the purpose of refunding Swingline Loans shall be made by the Lenders agree as provided in Section 2.02(b). (c) Funding By the Administrative Agent in Anticipation of Amounts Due from the Lenders. Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing (except in the case of a Base Rate Borrowing, in which case prior to the time of such Borrowing) that such Lender will not make available to the Administrative Agent such Xxxxxx’s share of such Borrowing, the Administrative Agent may assume that each such Lender will fund timely its pro rata portion has made such share available to the Administrative Agent on the date of each borrowing requested by the Borrowers such Borrowing in accordance with the terms subsection (b) of this Agreement Section, and that the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers Borrower on such date a corresponding amount. In If and to the extent that such event, if a Lender has shall not in fact have so made its such share of the applicable borrowing available to the Administrative Agent, then the applicable such Lender and the Borrowers Borrower severally agree to pay repay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds amount, together with interest thereon, thereon for each day from and including the date such amount is made available to the Borrowers to but excluding Borrower until the date of payment such amount is repaid to the Administrative Agent, Agent at (ai) in a rate per annum equal to the case of a payment to be made by such Lender, the greater higher of the Federal Funds Rate or a and the interest rate determined by the Administrative Agent in accordance with banking industry customs and rules on interbank compensationapplicable thereto pursuant to Section 2.06, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (b) in the case of a payment to be made by the BorrowersBorrower, and (ii) the interest rate applicable to Adjusted Base Rate Borrowings. If Federal Funds Rate, in the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers the amount case of such interest paid by the Borrowers for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such share included in the subject borrowingLender. Any payment by the Borrowers Borrower hereunder shall be without prejudice to any claim the Borrowers Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.its share of a Borrowing

Funding of Loans. The Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders agree as to the terms thereof. Each Lender will make its pro rata share of the Loans available to the Administrative Agent by 2:00 p.m. on the date specified in the Notice of Borrowing by deposit (in Dollars) of immediately available funds at the offices of the Administrative Agent at its principal office in New York, New York, or at such other address as the Administrative Agent may designate in writing. All Loans shall be made by the Lenders pro rata on the basis of each Lender's Commitment Percentage. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make Loans hereunder; provided, however, that the failure of any Lender to fulfill its obligations hereunder shall not relieve any other Lender of its obligations hereunder. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Loan that such Lender does not intend to make available to the Administrative Agent its portion of the Loans to be made on such date, the Administrative Agent may assume that each such Lender will fund timely its pro rata portion of each borrowing requested by the Borrowers in accordance with the terms of this Agreement and that has made such amount available to the Administrative Agent mayon the date of such Loans, and the Administrative Agent in reliance upon such assumption, may (in its sole discretion without any obligation to do so) make available to the Borrowers Borrower a corresponding amount. In If such event, if a Lender has corresponding amount is not in fact made its share of the applicable borrowing available to the Administrative Agent, then the applicable Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent will promptly notify the Borrower and the Borrowers severally agree to Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent forthwith shall also be entitled to recover from the Lender or the Borrower, as the case may be, interest on demand such corresponding amount in immediately available funds with interest thereon, for respect of each day from and including the date such corresponding amount is was made available to the Borrowers to but excluding the date of payment to the Administrative Agent, at (a) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate or a rate determined by the Administrative Agent in accordance with banking industry customs and rules on interbank compensation, plus any administrative, processing or similar fees customarily charged to the Borrower to the date such corresponding amount is recovered by the Administrative Agent in connection with at a per annum rate equal to (a) from the foregoing, Borrower at the applicable rate for such Loan pursuant to the Notice of Borrowing and (b) in the case of a payment to be made by the Borrowers, the interest rate applicable to Adjusted Base Rate Borrowings. If the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers the amount of such interest paid by the Borrowers for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such share included in the subject borrowing. Any payment by the Borrowers shall be without prejudice to any claim the Borrowers may have against from a Lender that shall have failed to make such payment to at the Administrative AgentFederal Funds Rate.

Funding of Loans. Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender shall make its Revolving Loan Commitment Percentage of the requested Revolving Loans available to the Administrative Agent in Same Day Funds at the Agency Services Address for the applicable currency not later than 1:00 p.m. in the case of any Revolving Loans denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Revolving Loans in an Alternative Currency, in each case on the Business Day specified in the Notice of Borrowing. The Lenders agree amount of the requested Revolving Loans will then be made available to the Borrower by the Administrative Agent as directed by the Borrower, to the extent the amount of such Revolving Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make Revolving Loans hereunder; provided, however, that the failure of any Lender to fulfill its obligations hereunder shall not relieve any other Lender of its obligations hereunder. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Revolving Loan that such Lender does not intend to make available to the Administrative Agent its portion of the Revolving Loans to be made on such date, the Administrative Agent may assume that each such Lender will fund timely its pro rata portion of each borrowing requested by the Borrowers in accordance with the terms of this Agreement and that has made such amount available to the Administrative Agent mayon the date of such Revolving Loans, and the Administrative Agent in reliance upon such assumption, assumption may (in its sole discretion but without any obligation to do so) make available to the Borrowers Borrower a corresponding amount. In If such event, if a Lender has Lender’s portion of the Revolving Loans is not in fact made its share of the applicable borrowing available to the Administrative Agent, then the applicable Lender and the Borrowers severally agree to pay to the Administrative Agent forthwith on demand shall be able to recover from such Lender an amount equal to such corresponding amount in immediately available funds with interest thereon, for each day from and including which the date such amount is Administrative Agent has made available to the Borrowers to but excluding Borrower. If such Lender does not pay such amount upon the date of payment Administrative Agent’s demand therefor, the Administrative Agent will promptly notify the Borrower, and the Borrower shall immediately pay such amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower, at (a) in as the case may be, interest on such amount in respect of a payment each day from the date an amount equal to be such corresponding amount was made by such Lender, the greater of the Federal Funds Rate or a rate determined available by the Administrative Agent in accordance with banking industry customs and rules on interbank compensationto the Borrower to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Revolving Loan pursuant to the Notice of Borrowing or (ii) from such Lender, at the Overnight Rate, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (b) in the case of a payment to be made by the Borrowers, the interest rate applicable to Adjusted Base Rate Borrowings. If the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers the amount of such interest paid by the Borrowers for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such share included in the subject borrowing. Any payment by the Borrowers shall be without prejudice to any claim the Borrowers may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Funding of Loans. Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender shall make its Revolving Loan Commitment Percentage of the requested Revolving Loans available to the Administrative Agent by 1:00 p.m. on the date specified in the Notice of Borrowing by deposit, in Dollars, of immediately available funds at the Agency Services Address. The Lenders agree amount of the requested Revolving Loans will then be made available to the Borrower by the Administrative Agent as directed by the Borrower, to the extent the amount of such Revolving Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make Revolving Loans hereunder; provided, however, that the failure of any Lender to fulfill its obligations hereunder shall not relieve any other Lender of its obligations hereunder. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Revolving Loan that such Lender does not intend to make available to the Administrative Agent its portion of the Revolving Loans to be made on such date, the Administrative Agent may assume that each such Lender will fund timely its pro rata portion of each borrowing requested by the Borrowers in accordance with the terms of this Agreement and that has made such amount available to the Administrative Agent mayon the date of such Revolving Loans, and the Administrative Agent in reliance upon such assumption, may (in its sole discretion but without any obligation to do so) make available to the Borrowers Borrower a corresponding amount. In If such event, if a Lender has corresponding amount is not in fact made its share of the applicable borrowing available to the Administrative Agent, then the applicable Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount upon the Administrative Agent's demand therefor, the Administrative Agent will promptly notify the Borrower, and the Borrowers severally agree to Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent forthwith shall also be entitled to recover from such Lender or the Borrower, as the case may be, interest on demand such corresponding amount in immediately available funds with interest thereon, for respect of each day from and including the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is made available recovered by the Administrative Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Revolving Loan pursuant to the Borrowers Notice of Borrowing or (ii) from such Lender, at a rate per annum equal to, during the period to but excluding the date of payment to the Administrative Agenttwo Business Days after demand therefor, at (a) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate or a rate determined by the Administrative Agent in accordance with banking industry customs and rules on interbank compensationRate, plus any administrativeand, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (b) in the case of a payment to be made by the Borrowersthereafter, the interest rate applicable to Adjusted Base Rate Borrowings. If the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers the amount of such interest paid by the Borrowers for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such share included in the subject borrowing. Any payment by the Borrowers shall be without prejudice to any claim the Borrowers may have against a Lender that shall have failed to make such payment to the Administrative Agentplus two percent (2%) per annum.

Funding of Loans. Subject to the terms and conditions hereof, each Lender shall make available to the Administrative Agent its Pro Rata Share of the principal amount of each Loan under the Credit Facility prior to 12:00 p.m. (Toronto time) on the date of the extension of credit. The Lenders agree Administrative Agent shall, upon fulfilment by the Borrower of the terms and conditions set forth in Article 12 and unless otherwise irrevocably authorized and directed in the Drawdown Notice, make such funds available to the Borrower on the date of the extension of credit by crediting the Designated Account (or causing such account to be credited). Unless the Administrative Agent has been notified by a Lender at least one Banking Day prior to the date of the extension of credit that such Lender will not make available to the Administrative Agent its Pro Rata Share of such Loan, the Administrative Agent may assume that each such Lender will fund timely its pro rata has made such portion of each borrowing requested by the Borrowers Loan available to the Administrative Agent on the date of the extension of credit in accordance with the terms of this Agreement provisions hereof and that the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers Borrower on such date a corresponding amount. In If the Administrative Agent has made such eventassumption, if a to the extent such Lender has shall not in fact have so made its share Pro Rata Share of the applicable borrowing Loan available to the Administrative Agent, then the applicable such Lender and the Borrowers severally agree agrees to pay to the Administrative Agent Agent, forthwith on demand demand, such corresponding amount Lender’s Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Administrative Agent in immediately available funds connection therewith together with interest thereon, thereon at the then prevailing interbank rate for each day from and including the date such amount is made available to the Borrowers to but excluding Borrower until the date such amount is paid or repaid to the Administrative Agent; provided, however, that notwithstanding such obligation, if such Lender fails so to pay, the Borrower shall, without prejudice to any rights that the Borrower might have against such Lender, repay such amount to the Administrative Agent forthwith after demand therefor by the Administrative Agent. The amount payable by each Lender to the Administrative Agent pursuant hereto shall be set forth in a certificate delivered by the Administrative Agent to such Lender and the Borrower (which certificate shall contain reasonable details of how the amount payable is calculated) and shall constitute prima facie evidence of such amount payable. If such Lender makes the payment to the Administrative AgentAgent required herein, at (a) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate or a rate determined by the Administrative Agent in accordance with banking industry customs and rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (b) in the case of a payment to be made by the Borrowers, the interest rate applicable to Adjusted Base Rate Borrowings. If the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers the amount of such interest paid by the Borrowers for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such share included Lender’s Pro Rata Share of the Loan for purposes of this agreement and shall entitle the Lender to all rights and remedies against the Borrower in the subject borrowing. Any payment by the Borrowers shall be without prejudice to any claim the Borrowers may have against a Lender that shall have failed to make respect of such payment to the Administrative AgentLoan.

Funding of Loans. Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender shall make its Commitment Percentage of the requested Loans available to the Administrative Agent by 1:00 p.m. on the date specified in the Notice of Borrowing by deposit, in Dollars, of immediately available funds at the Agency Services Address. The Lenders agree amount of the requested Loans will then be made available to the Borrower by the Administrative Agent as directed by the Borrower, to the extent the amount of such Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make Loans hereunder; provided, however, that the failure of any Lender to fulfill its obligations hereunder shall not relieve any other Lender of its obligations hereunder. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Loan that such Lender does not intend to make available to the Administrative Agent its portion of the Loans to be made on such date, the Administrative Agent may assume that each such Lender will fund timely its pro rata portion of each borrowing requested by the Borrowers in accordance with the terms of this Agreement and that has made such amount available to the Administrative Agent mayon the date of such Loans, and the Administrative Agent in reliance upon such assumption, may (in its sole discretion but without any obligation to do so) make available to the Borrowers Borrower a corresponding amount. In If such event, if a Lender has corresponding amount is not in fact made its share of the applicable borrowing available to the Administrative Agent, then the applicable Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount upon the Administrative Agent’s demand therefor, the Administrative Agent will promptly notify the Borrower, and the Borrowers severally agree to Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent forthwith shall also be entitled to recover from such Lender or the Borrower, as the case may be, interest on demand such corresponding amount in immediately available funds with interest thereon, for respect of each day from and including the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is made available recovered by the Administrative Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan pursuant to the Borrowers Notice of Borrowing or (ii) from such Lender, at a rate per annum equal to, during the period to but excluding the date of payment to the Administrative Agenttwo Business Days after demand therefor, at (a) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate or a rate determined by the Administrative Agent in accordance with banking industry customs and rules on interbank compensationRate, plus any administrativeand, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (b) in the case of a payment to be made by the Borrowersthereafter, the interest rate applicable to Adjusted Base Rate Borrowings. If the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers the amount of such interest paid by the Borrowers for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such share included in the subject borrowing. Any payment by the Borrowers shall be without prejudice to any claim the Borrowers may have against a Lender that shall have failed to make such payment to the Administrative Agentplus two percent (2%) per annum.

Funding of Loans. Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each such Lender shall make its Commitment Percentage of the requested Loans available to the Administrative Agent by 1:00 p.m. on the date specified in the Notice of Borrowing by deposit, in Dollars, of immediately available funds at the Agency Services Address. The Lenders agree amount of the requested Loans will then be made available to the Borrower by the Administrative Agent by crediting the account of the Borrower on the books of such office of the Administrative Agent, to the extent the amount of such Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make Loans hereunder; provided, however, that the failure of any Lender to fulfill its obligations hereunder shall not relieve any other Lender of its obligations hereunder. Unless the Administrative Agent shall have been notified by any Lender prior to 1:00 p.m. on the date specified in the Notice of Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Loans to be made on such date, the Administrative Agent may assume that each such Lender will fund timely its pro rata portion of each borrowing requested by the Borrowers in accordance with the terms of this Agreement and that has made such amount available to the Administrative Agent mayon the date of such Loans, and the Administrative Agent in reliance upon such assumption, may (in its sole discretion but without any obligation to do so) make available to the Borrowers Borrower a corresponding amount. In If such event, if a Lender has corresponding amount is not in fact made its share of the applicable borrowing available to the Administrative Agent, then the applicable Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent will promptly notify the Borrower, and the Borrowers severally agree to Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent forthwith shall also be entitled to recover from the Lender or the Borrower, as the case may be, interest on demand such corresponding amount in immediately available funds with interest thereon, for respect of each day from and including the date such corresponding amount is was made available to the Borrowers to but excluding the date of payment to the Administrative Agent, at (a) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate or a rate determined by the Administrative Agent in accordance with banking industry customs and rules on interbank compensation, plus any administrative, processing or similar fees customarily charged to the Borrower to the date such corresponding amount is recovered by the Administrative Agent in connection with at a per annum rate equal to (a) from the foregoing, Borrower at the applicable rate for such Loan pursuant to the Notice of Borrowing and (b) in the case of a payment to be made by the Borrowers, the interest rate applicable to Adjusted Base Rate Borrowings. If the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers the amount of such interest paid by the Borrowers for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such share included in the subject borrowing. Any payment by the Borrowers shall be without prejudice to any claim the Borrowers may have against from a Lender that shall have failed to make such payment to at the Administrative AgentFederal Funds Rate.

Funding of Loans. The Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders agree as to the terms thereof. Each Lender will make its pro rata share of the Loans available to the Administrative Agent by 2:00 p.m. on the date specified in the Notice of Borrowing by deposit (in Dollars) of immediately available funds at the offices of the Administrative Agent at its principal office in Charlotte, North Carolina, or at such other address as the Administrative Agent may designate in writing. All Loans shall be made by the Lenders pro rata on the basis of each Lender's Commitment Percentage. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make Loans hereunder; provided, however, that the failure of any Lender to fulfill its obligations hereunder shall not relieve any other Lender of its obligations hereunder. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Loan that such Lender does not intend to make available to the Administrative Agent its portion of the Loans to be made on such date, the Administrative Agent may assume that each such Lender will fund timely its pro rata portion of each borrowing requested by the Borrowers in accordance with the terms of this Agreement and that has made such amount available to the Administrative Agent mayon the date of such Loans, and the Administrative Agent in reliance upon such assumption, may (in its sole discretion without any obligation to do so) make available to the Borrowers Borrower a corresponding amount. In If such event, if a Lender has corresponding amount is not in fact made its share of the applicable borrowing available to the Administrative Agent, then the applicable Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent will promptly notify the Borrower and the Borrowers severally agree to Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent forthwith shall also be entitled to recover from the Lender or the Borrower, as the case may be, interest on demand such corresponding amount in immediately available funds with interest thereon, for respect of each day from and including the date such corresponding amount is was made available to the Borrowers to but excluding the date of payment to the Administrative Agent, at (a) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate or a rate determined by the Administrative Agent in accordance with banking industry customs and rules on interbank compensation, plus any administrative, processing or similar fees customarily charged to the Borrower to the date such corresponding amount is recovered by the Administrative Agent in connection with at a per annum rate equal to (a) from the foregoing, Borrower at the applicable rate for such Loan pursuant to the Notice of Borrowing and (b) in the case of a payment to be made by the Borrowers, the interest rate applicable to Adjusted Base Rate Borrowings. If the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers the amount of such interest paid by the Borrowers for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such share included in the subject borrowing. Any payment by the Borrowers shall be without prejudice to any claim the Borrowers may have against from a Lender that shall have failed to make such payment to at the Administrative AgentFederal Funds Rate.

Funding of Loans. The Lenders agree that the Administrative Agent may assume that each Lender will fund timely its pro rata portion of each borrowing requested by the Borrowers Borrower in accordance with the terms of this Agreement and that the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable borrowing available to the Administrative Agent, then the applicable Lender and the Borrowers Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrowers Borrower to but excluding the date of payment to the Administrative Agent, at (a) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate or a rate determined by the Administrative Agent in accordance with banking industry customs and rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (b) in the case of a payment to be made by the BorrowersBorrower, the interest rate applicable to Adjusted Base Rate Borrowings. If the Borrowers Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers Borrower the amount of such interest paid by the Borrowers Borrower for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such share included in the subject borrowing. Any payment by the Borrowers Borrower shall be without prejudice to any claim the Borrowers Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Funding of Loans. Each Lender which has made an Individual Commitment under a particular Credit Facility shall make available to the Agent its Pro Rata Share of the principal amount of each Loan under such Credit Facility, in the appropriate currency, prior to 11:00 a.m. (Toronto time) on the date of the extension of credit. The Lenders agree Agent shall, upon fulfilment by the Borrowers of the terms and conditions set forth in Article 12, make such funds available to the applicable Borrower on the date of the extension of credit by crediting the relevant Designated Account (or causing such account to be credited) unless otherwise irrevocably authorized and directed in the Drawdown Notice. Unless the Agent has been notified by a Lender at least two Banking Days prior to the date of the extension of credit that such Lender will not make available to the Administrative Agent its Pro Rata Share of such Loan, the Agent may assume that each such Lender will fund timely its pro rata has made such portion of each borrowing requested by the Borrowers Loan available to the Agent on the date of the extension of credit in accordance with the terms of this Agreement provisions hereof and that the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers applicable Borrower on such date a corresponding amount. In If the Agent has made such eventassumption, if a to the extent such Lender has shall not in fact have so made its share Pro Rata Share of the applicable borrowing Loan available to the Administrative Agent, then the applicable such Lender and the Borrowers severally agree agrees to pay to the Administrative Agent Agent, forthwith on demand demand, such corresponding amount Lender’s Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Agent in immediately available funds connection therewith together with interest thereon, thereon at the rate payable hereunder by such Borrower in respect of such Loan for each day from and including the date such amount is made available to the Borrowers to but excluding such Borrower until the date of payment such Schedule O 32. amount is paid or repaid to the Administrative Agent; provided, at (a) in the case of a payment however, that notwithstanding such obligation, if such Lender fails so to be made by pay, such Borrower shall, without prejudice to any rights that such Borrower might have against such Lender, repay such amount to the greater of the Federal Funds Rate or a rate determined Agent forthwith after demand therefor by the Administrative Agent. The amount payable to the Agent pursuant hereto shall be set forth in accordance with banking industry customs and rules on interbank compensation, plus any administrative, processing or similar fees customarily charged a certificate delivered by the Administrative Agent in connection with the foregoing, to such Lender and (b) in the case of a payment to be made by the Borrowers, the interest rate applicable to Adjusted Base Rate Borrowings. If the Borrowers and such Lender (which certificate shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers contain reasonable details of how the amount payable is calculated) and shall constitute prima facie evidence of such interest paid by the Borrowers for such periodamount payable. If such Lender pays its share of makes the applicable borrowing payment to the Administrative AgentAgent required herein, then the amount so paid shall constitute such share included in Lender’s Pro Rata Share of the subject borrowing. Any payment by Loan for purposes of this agreement and shall entitle the Lender to all rights and remedies against the Borrowers shall be without prejudice to in respect of such Loan. The failure of any claim the Borrowers may have against a Lender that shall have failed to make such payment available to the Administrative AgentAgent its Pro Rata Share of a Loan shall not relieve any other Lender of its obligation hereunder to make available to the Agent its Pro Rata Share of the Loan on the date of the credit.

Funding of Loans. Each Lender shall make available to the Administrative Agent its Pro Rata Share of the principal amount of each Loan under the Credit Facility prior to 11:00 a.m. (Toronto time) on the date of the extension of credit. The Lenders agree Administrative Agent shall, upon fulfilment by the Borrower of the terms and conditions set forth in Article 11 and unless otherwise irrevocably authorized and directed in the Drawdown Notice, make such funds available to the Borrower on the date of the extension of credit by crediting the account of the Borrower designated by the Borrower to the Administrative Agent in writing. Unless the Administrative Agent has been notified by a Lender at least one Banking Day prior to the date of the extension of credit that such Lender will not make available to the Administrative Agent its Pro Rata Share of such Loan, the Administrative Agent may assume that each such Lender will fund timely its pro rata has made such portion of each borrowing requested by the Borrowers Loan available to the Administrative Agent on the date of the extension of credit in accordance with the terms of this Agreement provisions hereof and that the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers Borrower on such date a corresponding amount. In If the Administrative Agent has made such eventassumption, if a to the extent such Lender has shall not in fact have so made its share Pro Rata Share of the applicable borrowing Loan available to the Administrative Agent, then the applicable such Lender and the Borrowers severally agree agrees to pay to the Administrative Agent Agent, forthwith on demand demand, such corresponding amount Lender’s Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Administrative Agent in immediately available funds connection therewith together with interest thereon, thereon at the then prevailing interbank rate for each day from and including the date such amount is made available to the Borrowers to but excluding Borrower until the date such amount is paid or repaid to the Administrative Agent; provided, however, that notwithstanding such obligation, if such Lender fails so to pay, the Borrower shall, without prejudice to any rights that the Borrower might have against such Lender, repay such amount to the Administrative Agent forthwith after demand therefor by the Administrative Agent. The amount payable by each Lender to the Administrative Agent pursuant hereto shall be set forth in a certificate delivered by the Administrative Agent to such Lender and the Borrower (which certificate shall contain reasonable details of how the amount payable is calculated) and shall constitute prima facie evidence of such amount payable. If such Lender makes the payment to the Administrative AgentAgent required herein, at (a) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate or a rate determined by the Administrative Agent in accordance with banking industry customs and rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (b) in the case of a payment to be made by the Borrowers, the interest rate applicable to Adjusted Base Rate Borrowings. If the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers the amount of such interest paid by the Borrowers for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such share included Lender’s Pro Rata Share of the Loan for purposes of this Agreement and shall entitle the Lender to all rights and remedies against the Borrower in the subject borrowing. Any payment by the Borrowers shall be without prejudice to any claim the Borrowers may have against a Lender that shall have failed to make respect of such payment to the Administrative AgentLoan.

Funding of Loans. Each Lender shall make available to the Administrative Agent its Pro Rata Share of the principal amount of each Loan under the Credit Facility prior to 11:00 a.m. (Vancouver time) on the date of the extension of credit. The Lenders agree Administrative Agent shall, upon fulfilment by the relevant Borrower of the terms and conditions set forth in Article 12 and unless otherwise irrevocably authorized and directed in the Drawdown Notice, make such funds available to such Borrower on the date of the extension of credit by crediting the Designated Account (or causing such account to be credited). Unless the Administrative Agent has been notified by a Lender at least one Banking Day prior to the date of the extension of credit that such Lender will not make available to the Administrative Agent its Pro Rata Share of such Loan, the Administrative Agent may assume that each Lender will fund timely its pro rata such Xxxxxx has made such portion of each borrowing requested by the Borrowers Loan available to the Administrative Agent on the date of the extension of credit in accordance with the terms of this Agreement provisions hereof and that the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers relevant Borrower on such date a corresponding amount. In If the Administrative Agent has made such eventassumption, if a to the extent such Lender has shall not in fact have so made its share Pro Rata Share of the applicable borrowing Loan available to the Administrative Agent, then the applicable Lender and the Borrowers severally agree such Xxxxxx agrees to pay to the Administrative Agent Agent, forthwith on demand demand, such corresponding amount Xxxxxx's Pro Rata Share of the Loan and all reasonable costs and Second Amended and Restated Credit Agreement - RT expenses incurred by the Administrative Agent in immediately available funds connection therewith together with interest thereon, thereon at the then prevailing interbank rate for each day from and including the date such amount is made available to the Borrowers to but excluding relevant Borrower until the date such amount is paid or repaid to the Administrative Agent; provided, however, that notwithstanding such obligation, if such Lender fails so to pay, the relevant Borrower shall, without prejudice to any rights that such Borrower might have against such Lender, repay such amount to the Administrative Agent forthwith after demand therefor by the Administrative Agent. The amount payable by each Lender to the Administrative Agent pursuant hereto shall be set forth in a certificate delivered by the Administrative Agent to such Lender and the relevant Borrower (which certificate shall contain reasonable details of how the amount payable is calculated) and shall constitute prima facie evidence of such amount payable. If such Lender makes the payment to the Administrative AgentAgent required herein, at (a) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate or a rate determined by the Administrative Agent in accordance with banking industry customs and rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (b) in the case of a payment to be made by the Borrowers, the interest rate applicable to Adjusted Base Rate Borrowings. If the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers the amount of such interest paid by the Borrowers for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such share included Lender's Pro Rata Share of the Loan for purposes of this agreement and shall entitle the Lender to all rights and remedies against the relevant Borrower in the subject borrowing. Any payment by the Borrowers shall be without prejudice to any claim the Borrowers may have against a Lender that shall have failed to make respect of such payment to the Administrative AgentLoan.

Funding of Loans. The Lenders agree that Unless the Administrative Agent may assume shall have received notice from a Lender, prior to the requested Funding Date, that each such Lender will fund timely its pro rata portion not make available to the Administrative Agent such Lender’s Pro Rata Share of each borrowing requested by the Borrowers in accordance with the terms of this Agreement and that such Loan, the Administrative Agent may, but shall not be required to, assume that such Lender has made such share available by such time in accordance with SECTION 2.01(f) and may in its sole discretion, but shall not be required to, in reliance upon such assumption, make available to the Borrowers Borrower a corresponding amount. In If such eventPro Rata Share is not, if a Lender has not in fact made its share of the applicable borrowing available to the Administrative Agentfact, then the applicable Lender and the Borrowers severally agree to pay paid to the Administrative Agent forthwith by such Lender when due, the Administrative Agent will be entitled to recover such amount on demand from such corresponding Lender without setoff, counterclaim or deduction of any kind. If any Lender fails to pay the amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrowers to but excluding the date of payment to its Pro Rata Share forthwith upon the Administrative Agent, at (a) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate or a rate determined by the Administrative Agent in accordance with banking industry customs and rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (b) in the case of a payment to be made by the Borrowers, the interest rate applicable to Adjusted Base Rate Borrowings. If the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period’s demand, the Administrative Agent shall promptly remit to notify the Borrowers Borrower and the Borrower shall immediately repay such amount of such interest paid by the Borrowers for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then . Nothing in this SECTION 2.01(f) or elsewhere in this Agreement or the amount so paid shall constitute such share included in the subject borrowing. Any payment by the Borrowers other Loan Documents shall be without deemed to require the Administrative Agent to advance funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice to any claim rights that the Borrowers Borrower may have against any Lender as a result of any default by such Lender that shall have failed to make such payment hereunder. Without limiting the foregoing, to the extent that the Administrative AgentAgent advances funds to the Borrower on behalf of any Lender and is not reimbursed therefor on the same Business Day as such advance is made, the Administrative Agent shall be entitled to retain for its account all interest accrued on such advance from the date such advance was made until reimbursed by the applicable Lender.

Funding of Loans. Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender shall make its Commitment Percentage of the requested Loans available to the Administrative Agent by 11:00 a.m. on the date specified in the Notice of Borrowing by deposit, in Dollars, of immediately available funds at the Agency Services Address. The Lenders agree amount of the requested Loans will then be made available to the Borrower by the Administrative Agent by crediting the account of the Borrower on the books of such office of the Administrative Agent, to the extent the amount of such Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make Loans hereunder; provided, however, that the failure of any Lender to fulfill its obligations hereunder shall not relieve any other Lender of its obligations hereunder. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Loan that such Lender does not intend to make available to the Administrative Agent its portion of the Loans to be made on such date, the Administrative Agent may assume that each such Lender will fund timely its pro rata portion of each borrowing requested by the Borrowers in accordance with the terms of this Agreement and that has made such amount available to the Administrative Agent mayon the date of such Loans, and the Administrative Agent in reliance upon such assumption, may (in its sole discretion but without any obligation to do so) make available to the Borrowers Borrower a corresponding amount. In If such event, if a Lender has corresponding amount is not in fact made its share of the applicable borrowing available to the Administrative Agent, then the applicable Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent will promptly notify the Borrower, and the Borrowers severally agree to Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent forthwith shall also be entitled to recover from the Lender or the Borrower, as the case may be, interest on demand such corresponding amount in immediately available funds with interest thereon, for respect of each day from and including the date such corresponding amount is was made available to the Borrowers to but excluding the date of payment to the Administrative Agent, at (a) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate or a rate determined by the Administrative Agent in accordance with banking industry customs and rules on interbank compensation, plus any administrative, processing or similar fees customarily charged to the Borrower to the date such corresponding amount is recovered by the Administrative Agent in connection with at a per annum rate equal to (i) from the foregoing, Borrower at the applicable rate for such Loan pursuant to the Notice of Borrowing and (bii) in the case of a payment to be made by the Borrowers, the interest rate applicable to Adjusted Base Rate Borrowings. If the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers the amount of such interest paid by the Borrowers for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such share included in the subject borrowing. Any payment by the Borrowers shall be without prejudice to any claim the Borrowers may have against from a Lender that shall have failed to make such payment to at the Administrative AgentFederal Funds Rate.

Funding of Loans. Each Lender shall make available to the Administrative Agent its Pro Rata Share of the principal amount of each Loan under a particular Credit Facility prior to 11:00 a.m. (Toronto time) on the date of the extension of credit. The Lenders agree Administrative Agent shall, upon fulfilment by the Borrower of the terms and conditions set forth in Article 12 and unless otherwise irrevocably authorized and directed in the Drawdown Notice, make such funds available to the Borrower on the date of the extension of credit by crediting the Designated Account (or causing such account to be credited). Unless the Administrative Agent has been notified by a Lender at least one Banking Day prior to the date of the extension of credit that such Lender will not make available to the Administrative Agent its Pro Rata Share of such Loan, the Administrative Agent may assume that each Lender will fund timely its pro rata such Xxxxxx has made such portion of each borrowing requested by the Borrowers Loan available to the Administrative Agent on the date of the extension of credit in accordance with the terms of this Agreement provisions hereof and that the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers Borrower on such date a corresponding amount. In If the Administrative Agent has made such eventassumption, if a to the extent such Lender has shall not in fact have so made its share Pro Rata Share of the applicable borrowing Loan available to the Administrative Agent, then the applicable Lender and the Borrowers severally agree such Xxxxxx agrees to pay to the Administrative Agent Agent, forthwith on demand demand, such corresponding amount Xxxxxx's Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Administrative Agent in immediately available funds connection therewith together with interest thereon, thereon at the then prevailing interbank rate for each day from and including the date such amount is made available to the Borrowers to but excluding Borrower until the date such amount is paid or repaid to the Administrative Agent; provided, however, that notwithstanding such obligation, if such Lender fails so to pay, the Borrower shall, without prejudice to any rights that the Borrower might have against such Xxxxxx, repay such amount to the Administrative Agent forthwith after demand therefor by the Administrative Agent. The amount payable by each Lender to the Administrative Agent pursuant hereto shall be set forth in a certificate delivered by the Administrative Agent to such Lender and the Borrower (which certificate shall contain reasonable details of how the amount payable is calculated) and shall constitute prima facie evidence of such amount payable. If such Lender makes the payment to the Administrative AgentAgent required herein, at (a) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate or a rate determined by the Administrative Agent in accordance with banking industry customs and rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (b) in the case of a payment to be made by the Borrowers, the interest rate applicable to Adjusted Base Rate Borrowings. If the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers the amount of such interest paid by the Borrowers for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such share included Lender's Pro Rata Share of the Loan for purposes of this agreement and shall entitle the Lender to all rights and remedies against the Borrower in the subject borrowingrespect of such Loan. Any payment by the Borrowers shall be without prejudice to any claim the Borrowers may have against a Lender that shall have failed to make such payment to the Administrative Agent.Credit Agreement - SilverCrest

Funding of Loans. ​ Each Lender shall make available to the Administrative Agent its Pro Rata Share of the principal amount of each Loan under the Credit Facility prior to 11:00 a.m. (Toronto time) on the date of the extension of credit. The Lenders agree Administrative Agent shall, upon fulfilment by Borrowers of the terms and conditions set forth in Article 12 and unless otherwise irrevocably authorized and directed in the Drawdown Notice, make such funds available to the applicable Borrower as designated in such Drawdown Notice on the date of the extension of credit by crediting the applicable Designated Account (or causing such account to be credited). Unless the Administrative Agent has been notified by a Lender at least one Banking Day prior to the date of the extension of credit that such Lender will not make available to the Administrative Agent its Pro Rata Share of such Loan, the Administrative Agent may assume that each Lender will fund timely its pro rata such Xxxxxx has made such portion of each borrowing requested by the Borrowers Loan available to the Administrative Agent on the date of the extension of credit in accordance with the terms of this Agreement provisions hereof and that the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers applicable Borrower on such date a corresponding amount. In If the Administrative Agent has made such eventassumption, if a to the extent such Lender has shall not in fact have so made its share Pro Rata Share of the applicable borrowing Loan available to the Administrative Agent, then the applicable Lender and the Borrowers severally agree such Xxxxxx agrees to pay to the Administrative Agent Agent, forthwith on demand demand, such corresponding amount Xxxxxx’s Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Administrative Agent in immediately available funds connection therewith together with interest thereon, thereon at the then prevailing interbank rate for each day from and including the date such amount is made available to the Borrowers to but excluding applicable Borrower until the date such amount is paid or repaid to the Administrative Agent; provided, however, that notwithstanding such obligation, if such Lender fails so to pay, Borrowers shall, without prejudice to any rights that Borrowers might have against such Xxxxxx, repay such amount to the Administrative Agent forthwith promptly after demand therefor by the Administrative Agent. The amount payable by each Lender to the Administrative Agent pursuant hereto shall be set forth in a certificate delivered by the Administrative Agent to such Lender and the Borrower Representative (which certificate shall contain reasonable details of how the amount payable is calculated) and shall constitute prima facie evidence of such amount payable. If such Lender makes the payment to the Administrative AgentAgent required herein, at (a) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate or a rate determined by the Administrative Agent in accordance with banking industry customs and rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (b) in the case of a payment to be made by the Borrowers, the interest rate applicable to Adjusted Base Rate Borrowings. If the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers the amount of such interest paid by the Borrowers for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such share included Lender’s Pro Rata Share of the Loan for purposes of this Agreement and shall entitle the Lender to all rights and remedies against Borrowers in the subject borrowing. Any payment by the Borrowers shall be without prejudice to any claim the Borrowers may have against a Lender that shall have failed to make respect of such payment to the Administrative AgentLoan.

Funding of Loans. The Lenders agree (a) Each Lender shall make its portion of the Initial Loan or the Advance to be made by it hereunder on the Initial Funding Date or the applicable date of the Borrowing by wire transfer of immediately available funds by 12:00 p.m., New York City time, or such earlier time as may be reasonably practicable, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. (b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Loan that such Lender will not make available to the Administrative Agent such Xxxxxx’s share of such Loan, the Administrative Agent may assume that each Lender will fund timely its pro rata portion of each borrowing requested by the Borrowers such Xxxxxx has made such share available on such date in accordance with the terms paragraph (a) and/or (b) of this Agreement Section 2.03 and that the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable borrowing Loan available to the Administrative Agent, then the applicable Lender and the Borrowers Borrower (but in 45 the case of the Borrower, only to the extent such amounts have been actually funded to the Borrower) severally agree to pay to the Administrative Agent forthwith on upon written demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available funded to the Borrowers Borrower to but excluding the date of payment to the Administrative Agent, at (ai) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate or and a rate determined by the Administrative Agent in accordance with banking industry customs and rules on interbank compensation, plus any administrative, processing compensation or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (bii) in the case of a payment to be made by the BorrowersBorrower, the interest rate otherwise applicable to Adjusted Base Rate Borrowingssuch Loan. If the Borrowers and such Lender shall pay pays such interest amount to the Administrative Agent for Agent, then (x) such amount shall constitute such Lender’s Loan included in such Loan and the same or an overlapping periodBorrower shall not be obligated to repay such amount pursuant to the preceding sentence if not previously repaid and (y) if such amount was previously repaid by the Borrower, the Administrative Agent shall promptly remit make a corresponding amount available to the Borrowers Borrower. For the amount avoidance of such interest paid by the Borrowers for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agentdoubt, then the amount so paid shall constitute such share included in the subject borrowing. Any payment by the Borrowers shall be without prejudice to any claim the Borrowers may have against a Lender that shall have failed to make such each Xxxxxx’s payment to the Administrative AgentAgent or to the Borrower (in the case of the Initial Advance) or into the Disbursement Account (in the case of any other Advance) shall constitute making such funds available. Section 2.04. [Reserved]. Section 2.05. [Reserved]. Section 2.06.

Funding of Loans. Upon receipt of a Notice of Borrowing, the Agent shall promptly inform the Lenders as to the terms thereof. Each such Lender shall make its Commitment Percentage of the requested Loans available to the Agent by 2:00 p.m. (Charlotte, North Carolina time) on the date specified in the Notice of Borrowing by deposit, in Dollars, of immediately available funds at the principal offices of the Agent in Charlotte, North Carolina or at such other address as the Agent may designate in writing. The Lenders agree amount of the requested Loans will then be made available to the Borrower by the Agent by crediting the account of the Borrower on the books of such office of the Agent, to the extent the amount of such Loans are made available to the Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make Loans hereunder; provided, however, that the Administrative failure of any Lender to fulfill its obligations hereunder shall not relieve any other Lender of its obligations hereunder. Unless the Agent shall have been notified by any Lender prior to the date of any such Loan that such Lender does not intend to make available to the Agent its portion of the Loans to be made on such date, the Agent may assume that each such Lender will fund timely its pro rata portion has made such amount available to the Agent on the date of each borrowing requested by such Loans, and the Borrowers in accordance with the terms of this Agreement and that the Administrative Agent may, in reliance upon such assumption, may (in its sole discretion but without any obligation to do so) make available to the Borrowers Borrower a corresponding amount. In If such event, if a Lender has corresponding amount is not in fact made its share of the applicable borrowing available to the Administrative Agent, then the applicable Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Agent’s demand therefor, the Agent will promptly notify the Borrower, and the Borrowers severally agree to Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Agent forthwith shall also be entitled to recover from the Lender or the Borrower, as the case may be, interest on demand such corresponding amount in immediately available funds with interest thereon, for respect of each day from and including the date such corresponding amount was made available by the Agent to the Borrower to the date such corresponding amount is made available recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan pursuant to the Borrowers to but excluding the date Notice of payment to the Administrative Agent, Borrowing and (ii) from a Lender at (a) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate or a rate determined by the Administrative Agent in accordance with banking industry customs and rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (b) in the case of a payment to be made by the Borrowers, the interest rate applicable to Adjusted Base Rate Borrowings. If the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers the amount of such interest paid by the Borrowers for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such share included in the subject borrowing. Any payment by the Borrowers shall be without prejudice to any claim the Borrowers may have against a Lender that shall have failed to make such payment to the Administrative AgentRate.

Funding of Loans. Except as contemplated in Section 3.1, each Lender shall make available to the Agent its Pro Rata Share of the principal amount of each Loan under a Credit Facility prior to 11:00 a.m. (Toronto time) on the date of the extension of credit. The Lenders agree Agent shall, upon fulfilment by the Borrower of the terms and conditions set forth in Article 9 and unless otherwise irrevocably authorized and directed in the Drawdown Notice, make such funds available to the Borrower on the date of the extension of credit by crediting the account of the Borrower designated by the Borrower to the Agent in writing. Unless the Agent has been notified by a Lender at least one Banking Day prior to the date of the extension of credit that such Lender will not make available to the Administrative Agent its Pro Rata Share of such Loan, the Agent may assume that each such Lender will fund timely its pro rata has made such portion of each borrowing requested by the Borrowers Loan available to the Agent on the date of the extension of credit in accordance with the terms of this Agreement provisions hereof and that the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers Borrower on such date a corresponding amount. In If the Agent has made such eventassumption, if a to the extent such Lender has shall not in fact have so made its share Pro Rata Share of the applicable borrowing Loan available to the Administrative Agent, then the applicable such Lender and the Borrowers severally agree agrees to pay to the Administrative Agent Agent, forthwith on demand demand, such corresponding amount Lender’s Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Agent in immediately available funds connection therewith together with interest thereonthereon at the rate applicable to the Standby Line Facility, calculated in accordance with Section 4.1 for each day from and including the date such amount is made available to the Borrowers to but excluding Borrower until the date of payment such amount is paid or repaid to the Administrative Agent; provided, at (a) in however, that notwithstanding such obligation, if such Lender fails so to pay, the case of a payment Borrower shall, without prejudice to be made by any rights that the Borrower might have against such Lender, repay such amount to the greater of the Federal Funds Rate or a rate determined Agent forthwith after demand therefor by the Administrative Agent. The amount payable by each Lender to the Agent pursuant hereto shall be set forth in accordance with banking industry customs and rules on interbank compensation, plus any administrative, processing or similar fees customarily charged a certificate delivered by the Administrative Agent in connection with the foregoing, and (b) in the case of a payment to be made by the Borrowers, the interest rate applicable to Adjusted Base Rate Borrowings. If the Borrowers and such Lender and the Borrower (which certificate shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers contain reasonable details of how the amount payable is calculated) and shall constitute prima facie evidence of such interest paid by the Borrowers for such periodamount payable. If such Lender pays its share of makes the applicable borrowing payment to the Administrative AgentAgent required herein, then the amount so paid shall constitute such share included Lender’s Pro Rata Share of the Loan for purposes of this Agreement and shall entitle the Lender to all rights and remedies against the Borrower in the subject borrowing. Any payment by the Borrowers shall be without prejudice to any claim the Borrowers may have against a Lender that shall have failed to make respect of such payment to the Administrative AgentLoan.

Funding of Loans. Each Lender shall make its Revolving ---------------- Commitment Percentage, Tranche B Term Loan Commitment Percentage or Tranche C Term Loan Commitment Percentage, as the case may be, of the requested Loans available to the Administrative Agent by 1:00 p.m. on the date specified in the Notice of Borrowing by deposit, in Dollars, of immediately available funds at the address of the Administrative Agent set forth in Section 2.15. The Lenders agree amount of the requested Loans will then be made available to the Borrower by the Administrative Agent as directed by the Borrower, to the extent the amount of such Loans are made available to the Administrative Agent. Subject to the terms and conditions of this Credit Agreement, Swingline Loans shall be funded by the Swingline Lender on the same Business Day as requested by the Borrower and Letters of Credit shall be issued by the Issuing Bank on the third Business Day following a request by the Borrower therefor. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make Loans hereunder; provided, however, that the -------- ------- failure of any Lender to fulfill its obligations hereunder shall not relieve any other Lender of its obligations hereunder. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Loan that such Lender does not intend to make available to the Administrative Agent its portion of the Loans to be made on such date, the Administrative Agent may assume that each such Lender will fund timely its pro rata portion of each borrowing requested by the Borrowers in accordance with the terms of this Agreement and that has made such amount available to the Administrative Agent mayon the date of such Loans, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion but without any obligation to do so) make available to the Borrowers Borrower a corresponding amount. In If such event, if a Lender has corresponding amount is not in fact made its share of the applicable borrowing available to the Administrative Agent by such Lender, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount upon the Administrative Agent's demand therefor, then the applicable Lender Administrative Agent will promptly notify the Borrower, and the Borrowers severally agree to Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent forthwith shall also be entitled to recover from such Lender or the Borrower, as the case may be, interest on demand such corresponding amount in immediately available funds with interest thereon, for respect of each day from and including the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is made available recovered by the Administrative Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan pursuant to the Borrowers Notice of Borrowing or (ii) from such Lender, at a rate per annum equal to, during the period to but excluding the date of payment to the Administrative Agenttwo Business Days after demand therefor, at (a) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate or a rate determined by the Administrative Agent in accordance with banking industry customs and rules on interbank compensationRate, plus any administrativeand, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (b) in the case of a payment to be made by the Borrowersthereafter, the interest rate applicable to Adjusted Base Rate Borrowings. If the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers the amount of such interest paid by the Borrowers for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such share included in the subject borrowing. Any payment by the Borrowers shall be without prejudice to any claim the Borrowers may have against a Lender that shall have failed to make such payment to the Administrative Agentplus two percent (2%) per annum.

Funding of Loans. The Lenders agree Not later than (a) 1:00 P.M. (New York City time) on the date of each Base Rate Borrowing and (b) 12:00 Noon (New York City time) on the date of each Term SOFR Borrowing, each Lender shall make available its ratable share of such Borrowing, in Federal or other funds immediately available in New York City, to the Administrative Agent at its address referred to in Section 9.01. Unless the Administrative Agent determines that any applicable condition specified in Article IV has not been satisfied, the Administrative Agent shall apply any funds so received in respect of a Borrowing available to the Borrower at the Administrative Agent’s address not later than (a) 3:00 P.M. (New York City time) on the date of each Base Rate Borrowing and (b) 2:00 P.M. (New York City time) on the date of each Term SOFR Borrowing. (c) Funding By the Administrative Agent in Anticipation of Amounts Due from the Lenders. Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing (except in the case of a Base Rate Borrowing, in which case prior to the time of such Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that each such Lender will fund timely its pro rata portion has made such share available to the Administrative Agent on the date of each borrowing requested by the Borrowers such Borrowing in accordance with the terms subsection (b) of this Agreement Section, and that the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers Borrower on such date a corresponding amount. In If and to the extent that such event, if a Lender has shall not in fact have so made its such share of the applicable borrowing available to the Administrative Agent, then the applicable such Lender and the Borrowers Borrower severally agree to pay repay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds amount, together with interest thereon, thereon for each day from and including the date such amount is made available to the Borrowers to but excluding Borrower until the date of payment such amount is repaid to the Administrative Agent, Agent at (ai) in a rate per annum equal to the case of a payment to be made by such Lender, the greater higher of the Federal Funds Rate or a and the interest rate determined by the Administrative Agent in accordance with banking industry customs and rules on interbank compensationapplicable thereto pursuant to Section 2.06, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (b) in the case of a payment to be made by the BorrowersBorrower, and (ii) the interest rate applicable to Adjusted Base Rate Borrowings. If Federal Funds Rate, in the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers the amount case of such interest paid by the Borrowers for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such share included in the subject borrowingLender. Any payment by the Borrowers Borrower hereunder shall be without prejudice to any claim the Borrowers Borrower may have against a Lender that shall have failed to make such payment its share of a Borrowing available to the Administrative Agent.. If such Lender shall repay to the Administrative Agent such

Funding of Loans. Subject to the terms and conditions hereof, each Lender shall make available to the Administrative Agent its Pro Rata Share of the principal amount of each Loan under the Credit Facility prior to 12:00 p.m. (Toronto time) on the date of the extension of credit. The Lenders agree Administrative Agent shall, upon fulfilment by the Borrower of the terms and conditions set forth in Article 12 and unless otherwise irrevocably authorized and directed in the Drawdown Notice, make such funds available to the Borrower on the date of the extension of credit by crediting the Designated Account (or causing such account to be credited). Unless the Administrative Agent has been notified by a Lender at least one Banking Day prior to the date of the extension of credit that such Lender will not make available to the Administrative Agent its Pro Rata Share of such Loan, the Administrative Agent may assume that each such Lender will fund timely its pro rata has made such portion of each borrowing requested by the Borrowers Loan available to the Administrative Agent on the date of the extension of credit in accordance with the terms of this Agreement provisions hereof and that the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers Borrower on such date a corresponding amount. In If the Administrative Agent has made such eventassumption, if a to the extent such Lender has shall not in fact have so made its share Pro Rata Share of the applicable borrowing Loan available to the Administrative Agent, then the applicable such Lender and the Borrowers severally agree agrees to pay to the Administrative Agent Agent, forthwith on demand demand, such corresponding amount Lender’s Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Administrative Agent in immediately available funds connection therewith together with interest thereon, thereon at the then prevailing interbank rate for each day from and including the date such amount is made available to the Borrowers to but excluding Borrower until the date such amount is paid or repaid to the Administrative Agent; provided, however, that notwithstanding such obligation, if such Lender fails so to pay, the Borrower shall, without prejudice to any rights that the Borrower might have against such Lender, repay such amount to the Administrative Agent forthwith after demand therefor by the Administrative Agent. The amount payable by each Lender to the Administrative Agent pursuant hereto shall be set forth in a certificate delivered by the Administrative Agent to such Lender and the Borrower (which certificate shall contain reasonable details of how the amount payable is calculated) and shall constitute prima facie evidence of such amount payable. If such Lender makes the payment to the Administrative AgentAgent required herein, at (a) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate or a rate determined by the Administrative Agent in accordance with banking industry customs and rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (b) in the case of a payment to be made by the Borrowers, the interest rate applicable to Adjusted Base Rate Borrowings. If the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers the amount of such interest paid by the Borrowers for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such share included Lender’s Pro Rata Share of the Loan for purposes of this agreement and shall entitle the Lender to all rights and remedies against the Borrower in the subject borrowingrespect of such Loan. Any payment by the Borrowers shall be without prejudice to any claim the Borrowers may have against a Lender that shall have failed to make such payment to the Administrative Agent.Amended and Restated Credit Agreement

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

Funding of Loans. Each Lender shall make available to the Administrative Agent its Pro Rata Share of the principal amount of each Loan under the relevant Credit Facility prior to 2:00 p.m. (Toronto time) on the date of the extension of credit. The Lenders agree Administrative Agent shall, upon fulfilment by the Borrower of the terms and conditions set forth in Article 12 and unless otherwise irrevocably authorized and directed in the Drawdown Notice, in respect of either Credit Facility, make such funds available to the Borrower on the date of the extension of credit by crediting the relevant Designated Account (or causing such account to be credited). Unless the Administrative Agent has been notified by a Lender at least one Banking Day prior to the date of the extension of credit that such Lender will not make available to the Administrative Agent its Pro Rata Share of such Loan, the Administrative Agent may assume that each such Lender will fund timely its pro rata has made such portion of each borrowing requested by the Borrowers Loan available to the Administrative Agent on the date of the extension of credit in accordance with the terms of this Agreement provisions hereof and that the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers Borrower on such date a corresponding amount. In If the Administrative Agent has made such eventassumption, if a to the extent such Lender has shall not in fact have so made its share Pro Rata Share of the applicable borrowing Loan available to the Administrative Agent, then the applicable such Lender and the Borrowers severally agree agrees to pay to the Administrative Agent Agent, forthwith on demand demand, such corresponding amount Lender’s Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Administrative Agent in immediately available funds connection therewith together with interest thereon, thereon at the then prevailing interbank rate for each day from and including the date such amount is made available to the Borrowers to but excluding Borrower until the date such amount is paid or repaid to the Administrative Agent; provided, however, that notwithstanding such obligation, if such Lender fails so to pay, the Borrower shall, without prejudice to any rights that the Borrower might have against such Lender, repay such amount to the Administrative Agent forthwith after demand therefor by the Administrative Agent. The amount payable by each Lender to the Administrative Agent pursuant hereto shall be set forth in a certificate delivered by the Administrative Agent to such Lender and the Borrower (which certificate shall contain reasonable details of how the amount payable is calculated) and shall constitute prima facie evidence of such amount payable. If such Lender makes the payment to the Administrative AgentAgent required herein, at (a) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate or a rate determined by the Administrative Agent in accordance with banking industry customs and rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (b) in the case of a payment to be made by the Borrowers, the interest rate applicable to Adjusted Base Rate Borrowings. If the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers the amount of such interest paid by the Borrowers for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such share included Lender’s Pro Rata Share of the Loan for purposes of this agreement and shall entitle the Lender to all rights and remedies against the Borrower in the subject borrowing. Any payment by the Borrowers shall be without prejudice to any claim the Borrowers may have against a Lender that shall have failed to make respect of such payment to the Administrative AgentLoan.

Funding of Loans. Each Lender shall make available to the Administrative Agent its Pro Rata Share of the principal amount of each Loan under the Credit Facility prior to 10:00 a.m. (New York time) on the date of the extension of credit. The Lenders agree Administrative Agent shall, upon fulfilment by the Borrower of the terms and conditions set forth in ARTICLE 11, make such funds available to the Borrower on the date of the extension of credit by crediting the U.S. Proceeds Account (or causing such account to be credited). Unless the Administrative Agent has been notified by a Lender at least one Banking Day prior to the date of the extension of credit that such Lender will not make available to the Administrative Agent its Pro Rata Share of such Loan, the Administrative Agent may assume that each Lender will fund timely its pro rata such Lxxxxx has made such portion of each borrowing requested by the Borrowers Loan available to the Administrative Agent on the date of the extension of credit in accordance with the terms of this Agreement provisions hereof and that the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers Borrower on such date a corresponding amount. In If the Administrative Agent has made such eventassumption, if a to the extent such Lender has shall not in fact have so made its share Pro Rata Share of the applicable borrowing Loan available to the Administrative Agent, then the applicable Lender and the Borrowers severally agree such Lxxxxx agrees to pay to the Administrative Agent Agent, forthwith on demand demand, such corresponding amount Lxxxxx's Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Administrative Agent in immediately available funds connection therewith together with interest thereon, thereon for each day from and including the date such amount is made available to the Borrowers Borrower until the date such amount is paid or repaid to the Administrative Agent but excluding the date of payment to the Administrative Agent, at (a) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate or and a rate determined by the Administrative Agent in accordance with banking industry customs and rules on interbank compensationcompensation provided, plus however, that notwithstanding such obligation, if such Lender fails so to pay, the Borrower shall, without prejudice to any administrativerights that the Borrower might have against such Lender for its failure to fund its Individual Commitment, processing or similar fees customarily charged repay such amount to the Administrative Agent forthwith after demand therefor by the Administrative Agent. The amount payable by each Lender to the Administrative Agent pursuant hereto shall be set forth in a certificate delivered by the Administrative Agent in connection with to such Lender and the foregoing, Borrower (which certificate shall contain reasonable details of how the amount payable is calculated) and (b) in the case shall constitute prima facie evidence of a payment to be made by the Borrowers, the interest rate applicable to Adjusted Base Rate Borrowingssuch amount payable. If the Borrowers and such Lender shall pay such interest makes the payment to the Administrative Agent for the same or an overlapping periodrequired herein, the Administrative Agent shall promptly remit to the Borrowers the amount of such interest paid by the Borrowers for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such share included Lender's Pro Rata Share of the Loan for purposes of this Agreement and shall entitle the Lender to all rights and remedies against the Borrower in the subject borrowing. Any payment by the Borrowers shall be without prejudice to any claim the Borrowers may have against a Lender that shall have failed to make respect of such payment to the Administrative AgentLoan.

Funding of Loans. The Lenders agree Not later than 11:00 A.M. on the applicable Funding Date, each Lender shall make available or instruct (followed by diligent attention to such instruction until such time as the Agent shall have received such Loan) its correspondent bank, if any, to make available its share of such Borrowing, in Federal or other immediately available funds, to the Depositary at the Depositary’s Office. Unless the Agent determines that any applicable condition specified in Article IV has not been satisfied or waived, the Agent shall, by 2:30 P.M., instruct the Depositary to make the amount of such Borrowing available to the Borrower at the general deposit account in the United States designated by the Borrower in immediately available funds in a wire transfer. In the event that the Administrative conditions as set forth in Section 4.03 for such Loan are not satisfied or waived on the applicable Funding Date, the Agent shall instruct the Depositary to return to the Lenders their respective Loans advanced pursuant to this Section 2.03. A Notice of Borrowing, once delivered to the Agent, shall be irrevocable and binding on the Borrower. Following such Notice of Borrowing, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill, on or before the proposed Funding Date specified in the Notice of Borrowing, the conditions set forth in Section 4.03, including any loss, cost or expense incurred by reason of the liquidation or re- employment of deposits or such funds acquired by the Lenders to fund the Loans to be made pursuant to this Section 2.03(b). Any such loss, cost or expense shall be paid in accordance with Section 2.07(c) after any Lender shall have furnished to the Borrower and the Agent, with reasonable supporting calculations, a notice specifying the amounts thereof. (c) Funding by the Agent in Anticipation of Amounts Due from the Lenders. Unless the Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Depositary such Lender’s share of such Borrowing, the Agent may assume that each such Lender will fund timely its pro rata portion has made such share available to the Depositary on the Funding Date of each borrowing requested by the Borrowers such Loan in accordance with the terms subsection (b) of this Agreement Section, and that the Administrative Agent may, in reliance upon such assumption, instruct the Depositary to make available to the Borrowers Borrower on such date a corresponding amountamount on the Agent’s behalf. In If and to the extent that such event, if a Lender has shall not in fact have so made its such share of the applicable borrowing available to the Administrative AgentDepositary, then the applicable such Lender and the Borrowers Borrower (if and to the extent such corresponding amount was made available by the Agent hereunder) severally agree to pay repay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds amount, together with interest thereon, thereon for each day from and including the date such amount is made available to the Borrowers to but excluding Borrower until the date of payment such amount is repaid to the Administrative Agent, Agent at (ai) in a rate per annum equal to the case of a payment to be made by such Lender, the greater higher of the Federal Funds Rate or a rate determined by and the Administrative Agent in accordance with banking industry customs and rules on interbank compensationApplicable Rate, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (b) in the case of a payment to be made by the BorrowersBorrower, and (ii) the interest rate applicable to Adjusted Base Rate Borrowings. If Federal Funds Rate, in the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers the amount case of such interest paid by the Borrowers for such periodLender. If such Lender pays its share of the applicable borrowing shall repay to the Administrative AgentAgent such corresponding amount, then the such amount so paid repaid shall constitute such share Lender’s Loan included in the subject borrowing. Any payment by the Borrowers shall be without prejudice to any claim the Borrowers may have against a Lender that shall have failed to make such payment to the Administrative AgentBorrowing for purposes of this Agreement.

Funding of Loans. Subject to the terms and conditions hereof, each Lender shall make available to the Administrative Agent its Pro Rata Share of the principal amount of each Loan under the Credit Facility prior to 12:00 p.m. (Toronto time) on the date of the extension of credit. The Lenders agree Administrative Agent shall, upon fulfilment by the Borrowers of the terms and conditions set forth in Article 12 and unless otherwise irrevocably authorized and directed in the Drawdown Notice, make such funds available to the relevant Borrower on the date of the extension of credit by crediting the Designated Account (or causing such account to be credited). Unless the Administrative Agent has been notified by a Lender at least one Banking Day prior to the date of the extension of credit that such Lender will not make available to the Administrative Agent its Pro Rata Share of such Loan, the Administrative Agent may assume that each such Lender will fund timely its pro rata has made such portion of each borrowing requested by the Borrowers Loan available to the Administrative Agent on the date of the extension of credit in accordance with the terms of this Agreement provisions hereof and that the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers relevant Borrower on such date a corresponding amount. In If the Administrative Agent has made such eventassumption, if a to the extent such Lender has shall not in fact have so made its share Pro Rata Share of the applicable borrowing Loan available to the Administrative Agent, then the applicable such Lender and the Borrowers severally agree agrees to pay to the Administrative Agent Agent, forthwith on demand demand, such corresponding amount Lender’s Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Administrative Agent in immediately available funds connection therewith together with interest thereon, thereon at the then prevailing interbank rate for each day from and including the date such amount is made available to the Borrowers to but excluding relevant Borrower until the date such amount is paid or repaid to the Administrative Agent; provided, however, that notwithstanding such obligation, if such Lender fails so to pay, the relevant Borrower shall, without prejudice to any rights that such Borrower might have against such Lender, repay such amount to the Administrative Agent forthwith after demand therefor by the Administrative Agent. The amount payable by each Lender to the Administrative Agent pursuant hereto shall be set forth in a certificate delivered by the Administrative Agent to such Lender and the relevant Borrower (which certificate shall contain reasonable details of how the amount payable is calculated) and shall constitute prima facie evidence of such amount payable. If such Lender makes the payment to the Administrative AgentAgent required herein, at (a) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate or a rate determined by the Administrative Agent in accordance with banking industry customs and rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (b) in the case of a payment to be made by the Borrowers, the interest rate applicable to Adjusted Base Rate Borrowings. If the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers the amount of such interest paid by the Borrowers for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such share included in Lender’s Pro Rata Share of the subject borrowing. Any payment by Loan for purposes of this agreement and shall entitle the Lender to all rights and remedies against the Borrowers shall be without prejudice to any claim the Borrowers may have against a Lender that shall have failed to make in respect of such payment to the Administrative AgentLoan.

Funding of Loans. Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender shall make its Loan Commitment Percentage of the requested Loans available to the Administrative Agent by 1:00 p.m. on the date specified in the Notice of Borrowing by deposit, in Dollars, of immediately available funds at the offices of the Administrative Agent at its principal office in Charlotte, North Carolina or at such other address as the Administrative Agent may designate in writing. The Lenders agree amount of the requested Loans will then be made available to the Borrowers by the Administrative Agent by crediting the account of the Borrowers on the books of such office of the Administrative Agent, to the extent the amount of such Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make Loans hereunder; provided, however, that the failure of any Lender to fulfill its obligations hereunder shall not relieve any other Lender of its obligations hereunder. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Loan that such Lender does not intend to make available to the Administrative Agent its portion of the Loans to be made on such date, the Administrative Agent may assume that each such Lender will fund timely its pro rata portion of each borrowing requested by the Borrowers in accordance with the terms of this Agreement and that has made such amount available to the Administrative Agent mayon the date of such Loans, and the Administrative Agent in reliance upon such assumption, may (in its sole discretion but without any obligation to do so) make available to the Borrowers a corresponding amount. In If such event, if a Lender has corresponding amount is not in fact made its share of the applicable borrowing available to the Administrative Agent, then the applicable Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent will promptly notify the Borrowers, and the Borrowers severally agree to shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent forthwith shall also be entitled to recover from the Lender or the Borrowers, as the case may be, interest on demand such corresponding amount in immediately available funds with interest thereon, for respect of each day from and including the date such corresponding amount is was made available by the Administrative Agent to the Borrowers to but excluding the date of payment to the Administrative Agent, at (a) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate or a rate determined corresponding amount is recovered by the Administrative Agent in accordance with banking industry customs and rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by at a per annum rate equal to (i) from the Administrative Agent in connection with Borrowers at the foregoing, applicable rate for such Loan pursuant to the Notice of Borrowing and (bii) in the case of a payment to be made by the Borrowers, the interest rate applicable to Adjusted Base Rate Borrowings. If the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers the amount of such interest paid by the Borrowers for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such share included in the subject borrowing. Any payment by the Borrowers shall be without prejudice to any claim the Borrowers may have against from a Lender that shall have failed to make such payment to at the Administrative AgentFederal Funds Rate.

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

Funding of Loans. The Lenders agree Not later than (a) 1:00 P.M. (New York City time) on the date of each Base Rate Borrowing and (b) 12:00 Noon (New York City time) on the date of each Euro-Dollar Borrowing, each Lender shall make available its ratable share of such Borrowing, in Federal or other funds immediately available in New York City, to the Administrative Agent at its address referred to in Section 9.01. Unless the Administrative Agent determines that any applicable condition specified in Article IV has not been satisfied, the Administrative Agent shall apply any funds so received in respect of a Borrowing available to the Borrower at the Administrative Agent’s address not later than (a) 3:00 P.M. (New York City time) on the date of each Base Rate Borrowing and (b) 2:00 P.M. (New York City time) on the date of each Euro- Dollar Borrowing. (c) Funding By the Administrative Agent in Anticipation of Amounts Due from the Lenders. Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing (except in the case of a Base Rate Borrowing, in which case prior to the time of such Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that each such Lender will fund timely its pro rata portion has made such share available to the Administrative Agent on the date of each borrowing requested by the Borrowers such Borrowing in accordance with the terms subsection (b) of this Agreement Section, and that the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers Borrower on such date a corresponding amount. In If and to the extent that such event, if a Lender has shall not in fact have so made its such share of the applicable borrowing available to the Administrative Agent, then the applicable such Lender and the Borrowers Borrower severally agree to pay repay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds amount, together with interest thereon, thereon for each day from and including the date such amount is made available to the Borrowers to but excluding Borrower until the date of payment such amount is repaid to the Administrative Agent, Agent at (ai) in a rate per annum equal to the case of a payment to be made by such Lender, the greater higher of the Federal Funds Rate or a and the interest rate determined by the Administrative Agent in accordance with banking industry customs and rules on interbank compensationapplicable thereto pursuant to Section 2.06, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (b) in the case of a payment to be made by the BorrowersBorrower, and (ii) the interest rate applicable to Adjusted Base Rate Borrowings. If Federal Funds Rate, in the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers the amount case of such interest paid by the Borrowers for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such share included in the subject borrowingLender. Any payment by the Borrowers Borrower hereunder shall be without prejudice to any claim the Borrowers Borrower may have against a Lender that shall have failed to make such payment its share of a Borrowing available to the Administrative Agent.. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Loan included in such Borrowing for purposes of this Agreement. (d)

Funding of Loans. Each Lender which has made an Individual Commitment under a particular Credit Facility shall make available to the Agent its Pro Rata Share of the principal amount of each Loan under such Credit Facility, in the appropriate currency, prior to 11:00 a.m. (Toronto time) on the date of the extension of credit. The Lenders agree Agent shall, upon fulfilment by the Borrowers of the terms and conditions set forth in Article 12, make such funds available to the applicable Borrower on the date of the extension of credit by crediting the relevant Designated Account (or causing such account to be credited) unless otherwise irrevocably authorized and directed in the Drawdown Notice. Unless the Agent has been notified by a Lender at least two Banking Days prior to the date of the extension of credit that such Lender will not make available to the Administrative Agent its Pro Rata Share of such Loan, the Agent may assume that each such Lender will fund timely its pro rata has made such portion of each borrowing requested by the Borrowers Loan available to the Agent on the date of the extension of credit in accordance with the terms of this Agreement provisions hereof and that the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers applicable Borrower on such date a corresponding amount. In If the Agent has made such eventassumption, if a to the extent such Lender has shall not in fact have so made its share Pro Rata Share of the applicable borrowing Loan available to the Administrative Agent, then the applicable such Lender and the Borrowers severally agree agrees to pay to the Administrative Agent Agent, forthwith on demand demand, such corresponding amount Lender's Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Agent in immediately available funds connection therewith together with interest thereon, thereon at the rate payable hereunder by such Borrower in respect of such Loan for each day from and including the date such amount is made available to the Borrowers to but excluding such Borrower until the date of payment such amount is paid or repaid to the Administrative Agent; provided, at (a) in the case of a payment however, that notwithstanding such obligation, if such Lender fails so to be made by pay, such Borrower shall, without prejudice to any rights that such Borrower might have against such Lender, repay such amount to the greater of the Federal Funds Rate or a rate determined Agent forthwith after demand therefor by the Administrative Agent. The amount payable to the Agent pursuant hereto shall be set forth in accordance with banking industry customs and rules on interbank compensation, plus any administrative, processing or similar fees customarily charged a certificate delivered by the Administrative Agent in connection with the foregoing, to such Lender and (b) in the case of a payment to be made by the Borrowers, the interest rate applicable to Adjusted Base Rate Borrowings. If the Borrowers and such Lender (which certificate shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers contain reasonable details of how the amount payable is calculated) and shall constitute prima facie evidence of such interest paid by the Borrowers for such periodamount payable. If such Lender pays its share of makes the applicable borrowing payment to the Administrative AgentAgent required herein, then the amount so paid shall constitute such share included in Lender's Pro Rata Share of the subject borrowing. Any payment by Loan for purposes of this agreement and shall entitle the Lender to all rights and remedies against the Borrowers shall be without prejudice to in respect of such Loan. The failure of any claim the Borrowers may have against a Lender that shall have failed to make such payment available to the Administrative AgentAgent its Pro Rata Share of a Loan shall not relieve any other Lender of its obligation hereunder to make available to the Agent its Pro Rata Share of the Loan on the date of the credit.

Funding of Loans. Each relevant Lender shall make available to the Administrative Agent its Pro Rata Share of the principal amount of each Loan under a particular Credit Facility prior to 11:00 a.m. (Toronto time) on the date of the extension of credit. The Lenders agree Administrative Agent shall, upon fulfilment by relevant Borrowers of the terms and conditions set forth in Article 12 and unless otherwise irrevocably authorized and directed in the Drawdown Notice, make such funds available to such Borrower on the date of the extension of credit by crediting the Designated Account (or causing such account to be credited). Unless the Administrative Agent has been notified by a Lender at least one Banking Day prior to the date of the extension of credit that such Lender will not make available to the Administrative Agent its Pro Rata Share of such Loan, the Administrative Agent may assume that each Lender will fund timely its pro rata such Xxxxxx has made such portion of each borrowing requested by the Borrowers Loan available to the Administrative Agent on the date of the extension of credit in accordance with the terms of this Agreement provisions hereof and that the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers requesting Borrower on such date a corresponding amount. In If the Administrative Agent has made such eventassumption, if a to the extent such Lender has shall not in fact have so made its share Pro Rata Share of the applicable borrowing Loan available to the Administrative Agent, then the applicable Lender and the Borrowers severally agree such Xxxxxx agrees to pay to the Administrative Agent Agent, forthwith on demand demand, such corresponding amount Xxxxxx's Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Administrative Agent in immediately available funds connection therewith together with interest thereon, thereon at the then prevailing interbank rate for each day from and including the date such amount is made available to the Borrowers to but excluding relevant Borrower until the date such amount is paid or repaid to the Administrative Agent; provided, however, that notwithstanding such obligation, if such Lender fails so to pay, the relevant Borrower shall, without prejudice to any rights that such Borrower might have against such Lender, repay such amount to the Administrative Agent forthwith after demand therefor by the Administrative Agent. The amount payable by each relevant Lender to the Administrative Agent pursuant hereto shall be set forth in a certificate delivered by the Administrative Agent to such Lender and the relevant Borrower (which certificate shall contain reasonable details of how the amount payable is calculated) and shall constitute prima facie evidence of such amount payable. If such Lender makes the payment to the Administrative AgentAgent required herein, at (a) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate or a rate determined by the Administrative Agent in accordance with banking industry customs and rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (b) in the case of a payment to be made by the Borrowers, the interest rate applicable to Adjusted Base Rate Borrowings. If the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers the amount of such interest paid by the Borrowers for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such share included Lender's Pro Rata Share of the Loan for purposes of this agreement and shall entitle the Lender to all rights and remedies against the relevant Borrower in the subject borrowingrespect of such Loan. Any payment by the Borrowers shall be without prejudice to any claim the Borrowers may have against a Lender that shall have failed to make such payment to the Administrative Agent.Fourth Amended and Restated Credit Agreement - Equinox

Funding of Loans. The Lenders agree Not later than (a) 1:00 P.M. (New York City time) on the date of each Base Rate Borrowing and (b) 12:00 Noon (New York City time) on the date of each Term SOFR Borrowing, each Lender shall make available its ratable share of such Borrowing, in Federal or other funds immediately available in New York City, to the Administrative Agent at its address referred to in Section 9.01. Unless the Administrative Agent determines that any applicable condition specified in Article IV has not been satisfied, the Administrative Agent shall apply any funds so received in respect of a Borrowing available to the Borrower at the Administrative Agent’s address not later than (a) 3:00 P.M. (New York City time) on the date of each Base Rate Borrowing and (b) 2:00 P.M. (New York City time) on the date of each Term SOFR Borrowing. (c) Funding By the Administrative Agent in Anticipation of Amounts Due from the Lenders. Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing (except in the case of a Base Rate Borrowing, in which case prior to the time of such Borrowing) that such Lender will not make available to the Administrative Agent such Xxxxxx’s share of such Borrowing, the Administrative Agent may assume that each such Lender will fund timely its pro rata portion has made such share available to the Administrative Agent on the date of each borrowing requested by the Borrowers such Borrowing in accordance with the terms subsection (b) of this Agreement Section, and that the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers Borrower on such date a corresponding amount. In If and to the extent that such event, if a Lender has shall not in fact have so made its such share of the applicable borrowing available to the Administrative Agent, then the applicable such Lender and the Borrowers Borrower severally agree to pay repay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds amount, together with interest thereon, thereon for each day from and including the date such amount is made available to the Borrowers to but excluding Borrower until the date of payment such amount is repaid to the Administrative Agent, Agent at (ai) in a rate per annum equal to the case of a payment to be made by such Lender, the greater higher of the Federal Funds Rate or a and the interest rate determined by the Administrative Agent in accordance with banking industry customs and rules on interbank compensationapplicable thereto pursuant to Section 2.06, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (b) in the case of a payment to be made by the BorrowersBorrower, and (ii) the interest rate applicable to Adjusted Base Rate Borrowings. If Federal Funds Rate, in the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers the amount case of such interest paid by the Borrowers for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such share included in the subject borrowingLender. Any payment by the Borrowers Borrower hereunder shall be without prejudice to any claim the Borrowers Borrower may have against a Lender that shall have failed to make such payment its share of a Borrowing available to the Administrative Agent.. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Loan included in such Borrowing for purposes of this Agreement. (d)

Funding of Loans. Each Lender shall make its Revolving Commitment Percentage or Tranche B Term Loan Commitment Percentage, as the case may be, of the requested Loans available to the Administrative Agent by 1:00 p.m. (Charlotte, North Carolina time) on the date specified in the Notice of Borrowing by deposit, in Dollars, of immediately available funds at the address of the Administrative Agent set forth in Section 2.15. The Lenders agree amount of the requested Loans will then be made available to the Borrower by the Administrative Agent as directed by the Borrower, to the extent the amount of such Loans are made available to the Administrative Agent. Subject to the terms and conditions of this Credit Agreement, Swingline Loans shall be funded by the Swingline Lender on the same Business Day as requested by the Borrower and Letters of Credit shall be issued by the Issuing Bank on the third Business Day following a request by the Borrower therefor. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make Loans hereunder; provided, however, that the failure of any Lender to fulfill its obligations hereunder shall not relieve any other Lender of its obligations hereunder. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Loan that such Lender does not intend to make available to the Administrative Agent its portion of the Loans to be made on such date, the Administrative Agent may assume that each such Lender will fund timely its pro rata portion of each borrowing requested by the Borrowers in accordance with the terms of this Agreement and that has made such amount available to the Administrative Agent mayon the date of such Loans, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion but without any obligation to do so) make available to the Borrowers Borrower a corresponding amount. In If such event, if a Lender has corresponding amount is not in fact made its share of the applicable borrowing available to the Administrative Agent by such Lender, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount upon the Administrative Agent’s demand therefor, then the applicable Lender Administrative Agent will promptly notify the Borrower, and the Borrowers severally agree to Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent forthwith shall also be entitled to recover from such Lender or the Borrower, as the case may be, interest on demand such corresponding amount in immediately available funds with interest thereon, for respect of each day from and including the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is made available recovered by the Administrative Agent (i) from the Borrower at a rate per annum equal to the Borrowers applicable rate for such Loan pursuant to the Notice of Borrowing or (ii) from such Lender, at a rate per annum equal to, during the period to but excluding the date of payment to the Administrative Agenttwo Business Days after demand therefor, at (a) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate or a rate determined by the Administrative Agent in accordance with banking industry customs and rules on interbank compensationRate, plus any administrativeand, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (b) in the case of a payment to be made by the Borrowersthereafter, the interest rate applicable to Adjusted Base Rate Borrowings. If the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers the amount of such interest paid by the Borrowers for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such share included in the subject borrowing. Any payment by the Borrowers shall be without prejudice to any claim the Borrowers may have against a Lender that shall have failed to make such payment to the Administrative Agentplus two percent (2%) per annum.

Funding of Loans. Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each such Lender shall make its Commitment Percentage of the requested Loans available to the Administrative Agent by 1:00 p.m. on the date specified in the Notice of Borrowing by deposit, in Dollars, of immediately available funds at the Agency Services Address. The Lenders agree amount of the requested Loans will then be made available to the Borrower by the Administrative Agent by crediting the account of the Borrower on the books of such office of the Administrative Agent, to the extent the amount of such Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make Loans hereunder; provided, however, that the failure of any Lender to fulfill its obligations hereunder shall not relieve any other Lender of its obligations hereunder. Unless the Administrative Agent shall have been notified by any Lender prior to 1:00 p.m. on the date specified in the Notice of Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Loans to be made on such date, the Administrative Agent may assume that each such Lender will fund timely its pro rata portion of each borrowing requested by the Borrowers in accordance with the terms of this Agreement and that has made such amount available to the Administrative Agent mayon the date of such Loans, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion but without any obligation to do so) make available to the Borrowers Borrower a corresponding amount. In If such event, if a Lender has corresponding amount is not in fact made its share of the applicable borrowing available to the Administrative Agent, then the applicable Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent will promptly notify the Borrower, and the Borrowers severally agree to Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent forthwith shall also be entitled to recover from the Lender or the Borrower, as the case may be, interest on demand such corresponding amount in immediately available funds with interest thereon, for respect of each day from and including the date such corresponding amount is was made available to the Borrowers to but excluding the date of payment to the Administrative Agent, at (a) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate or a rate determined by the Administrative Agent in accordance with banking industry customs and rules on interbank compensation, plus any administrative, processing or similar fees customarily charged to the Borrower to the date such corresponding amount is recovered by the Administrative Agent in connection with at a per annum rate equal to (a) from the foregoing, Borrower at the applicable rate for such Loan pursuant to the Notice of Borrowing and (b) in the case of a payment to be made by the Borrowers, the interest rate applicable to Adjusted Base Rate Borrowings. If the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers the amount of such interest paid by the Borrowers for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such share included in the subject borrowing. Any payment by the Borrowers shall be without prejudice to any claim the Borrowers may have against from a Lender that shall have failed to make such payment to at the Administrative AgentFederal Funds Rate.

Funding of Loans. Each Lender shall make available to the Administrative Agent its Pro Rata Share of the principal amount of each Loan under the relevant Credit Facility prior to 11:00 a.m. (Toronto time) on the date of the extension of credit. The Lenders agree Administrative Agent shall, upon fulfilment by the relevant Borrower of the terms and conditions set forth in Article 12 and unless otherwise irrevocably authorized and directed in the Drawdown Notice, in respect of either Credit Facility, make such funds available to such Borrower on the date of the extension of credit by crediting the relevant Designated Account (or causing such account to be credited). Unless the Administrative Agent has been notified by a Lender at least one Banking Day prior to the date of the extension of credit that such Lender will not make available to the Administrative Agent its Pro Rata Share of such Loan, the Administrative Agent may assume that each such Lender will fund timely its pro rata has made such portion of each borrowing requested by the Borrowers Loan available to the Administrative Agent on the date of the extension of credit in accordance with the terms of this Agreement provisions hereof and that the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers relevant Borrower on such date a corresponding amount. In If the Administrative Agent has made such eventassumption, if a to the extent such Lender has shall not in fact have so made its share Pro Rata Share of the applicable borrowing Loan available to the Administrative Agent, then the applicable such Lender and the Borrowers severally agree agrees to pay to the Administrative Agent Agent, forthwith on demand demand, such corresponding amount Lender's Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Administrative Agent in immediately available funds connection therewith together with interest thereon, thereon at the then prevailing interbank rate for each day from and including the date such amount is made available to the Borrowers to but excluding relevant Borrower until the date such amount is paid or repaid to the Administrative Agent; provided, however, that notwithstanding such obligation, if such Lender fails so to pay, the relevant Borrower shall, without prejudice to any rights that such Borrower might have against such Lender, repay such amount to the Administrative Agent forthwith after demand therefor by the Administrative Agent. The amount payable by each Lender to the Administrative Agent pursuant hereto shall be set forth in a certificate delivered by the Administrative Agent to such Lender and the relevant Borrower (which certificate shall contain reasonable details of how the amount payable is calculated) and shall constitute PRIMA FACIE evidence of such amount payable. If such Lender makes the payment to the Administrative AgentAgent required herein, at (a) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate or a rate determined by the Administrative Agent in accordance with banking industry customs and rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (b) in the case of a payment to be made by the Borrowers, the interest rate applicable to Adjusted Base Rate Borrowings. If the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers the amount of such interest paid by the Borrowers for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such share included Lender's Pro Rata Share of the Loan for purposes of this agreement and shall entitle the Lender to all rights and remedies against the relevant Borrower in the subject borrowing. Any payment by the Borrowers shall be without prejudice to any claim the Borrowers may have against a Lender that shall have failed to make respect of such payment to the Administrative AgentLoan.

Funding of Loans. The Lenders agree Not later than (a) 1:00 P.M. (New York City time) on the date of each Base Rate Borrowing and (b) 12:00 Noon (New York City time) on the date of each Term SOFR Borrowing, each Lender shall make available its ratable share of such Borrowing, in Federal or other funds immediately available in New York City, to the Administrative Agent at its address referred to in Section 9.01. Unless the Administrative Agent determines that any applicable condition specified in Article IV has not been satisfied, the Administrative Agent shall apply any funds so received in respect of a Borrowing available to the Borrower at the Administrative Agent’s address not later than (a) 3:00 P.M. (New York City time) on the date of each Base Rate Borrowing and (b) 2:00 P.M. (New York City time) on the date of each Term SOFR Borrowing. (c) Funding By the Administrative Agent in Anticipation of Amounts Due from the Lenders. Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing (except in the case of a Base Rate Borrowing, in which case prior to the time of such Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that each such Lender will fund timely its pro rata portion has made such share available to the Administrative Agent on the date of each borrowing requested by the Borrowers such Borrowing in accordance with the terms subsection (b) of this Agreement Section, and that the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers Borrower on such date a corresponding amount. In If and to the extent that such event, if a Lender has shall not in fact have so made its such share of the applicable borrowing available to the Administrative Agent, then the applicable such Lender and the Borrowers Borrower severally agree to pay repay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds amount, together with interest thereon, thereon for each day from and including the date such amount is made available to the Borrowers to but excluding Borrower until the date of payment such amount is repaid to the Administrative Agent, Agent at (ai) in a rate per annum equal to the case of a payment to be made by such Lender, the greater higher of the Federal Funds Rate or a and the interest rate determined by the Administrative Agent in accordance with banking industry customs and rules on interbank compensationapplicable thereto pursuant to Section 2.06, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (b) in the case of a payment to be made by the BorrowersBorrower, and (ii) the interest rate applicable to Adjusted Base Rate Borrowings. If Federal Funds Rate, in the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers the amount case of such interest paid by the Borrowers for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such share included in the subject borrowingLender. Any payment by the Borrowers Borrower hereunder shall be without prejudice to any claim the Borrowers Borrower may have against a Lender that shall have failed to make such payment its share of a Borrowing available to the Administrative Agent. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Loan included in such Borrowing for purposes of this Agreement.

Funding of Loans. The Lenders agree that the Administrative Agent may assume that each Lender will fund timely its pro rata portion of each borrowing requested by the Borrowers Borrower in accordance with the terms of this Agreement and that the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable borrowing available to the Administrative Agent, then the applicable Lender and the Borrowers severally agree Borrower agrees to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrowers Borrower to but excluding the date of payment to the Administrative Agent, at (a) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate or a rate determined by the Administrative Agent in accordance with banking industry customs and rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (b) in the case of a payment to be made by the BorrowersBorrower, the interest rate applicable to Adjusted Base Rate Borrowings. If the Borrowers Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers Borrower the amount of such interest paid by the Borrowers Borrower for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such share included in the subject borrowing. Any payment by the Borrowers Borrower shall be without prejudice to any claim the Borrowers Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Funding of Loans. The Administrative Agent shall promptly notify each Lender of the contents of each Borrowing Notice and of the principal amount of the Lender's Loan to be included in the Eurodollar Borrowing. Not later than 12 p.m. on the day of a Eurodollar Borrowing, each Lender shall make available the full amount of its Loan to be included in the Eurodollar Borrowing, in immediately available funds in Birmingham, to the Administrative Agent at its Notice Address. Unless the Administrative Agent determines that an applicable condition specified in Section 3 has not been satisfied, the Administrative Agent shall make the funds received from the Lenders agree pursuant to this Section 2.2 available to the Borrowers at the Administrative Agent's Notice Address by 2 p.m. on such day for a Eurodollar Borrowing. 2.3 Lender's failure Unless a Lender notifies the to fund Administrative Agent before the date of a Borrowing (whether for a Eurodollar Borrowing, a draw under a Letter of Credit or any other Borrowing available hereunder) that the Lender will not make available to the Administrative Agent the full amount of its Loan to be included in the Borrowing, the Administrative Agent may assume that each Lender the Lender's Loan will fund timely its pro rata portion of each borrowing requested by the Borrowers in accordance with the terms of this Agreement and that be made available to the Administrative Agent on the day of the Borrowing and may, in reliance upon such on that assumption, make the full amount of the Loan available to the Borrowers. If the Administrative Agent makes the full amount of a Lender's Loan available to the Borrowers, and the Lender does not make available to the Administrative Agent some or all of the Loan (the "Unfunded Amount") by the date of the Borrowing, then the Lender shall pay the Administrative Agent on demand interest at the Federal Funds Rate on the Unfunded Amount from the date of the Borrowing until the Lender makes the Unfunded Amount available to the Administrative Agent or the Borrowers a corresponding amountrepay the Loan. In such event, if If a Lender has does not make the full amount of its Loan included in fact made its share a Borrowing available to the Administrative Agent by the third Business Day after the date of the applicable borrowing Borrowing, the Borrowers shall, promptly on the Administrative Agent's demand, repay the full amount of such Loan to the Administrative Agent, together with accrued interest at the interest rate for the Loans comprising the Borrowing. Nothing in this Section 2.3 shall relieve a Lender of the obligation to make the full amount of its Loans available to the Administrative Agent. 2.4 Conversions The Borrowers may at any time, then if they are not in Default, convert the applicable Lender and Loans bearing interest at the Borrowers severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount Eurodollar Rate into new Loans for an additional Interest Period (a "Conversion"). A Conversion shall convert each Loan in immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrowers to but excluding the date of payment to the Administrative Agent, at (a) a Borrowing in the case of same proportion. Since each Loan in a payment to Borrowing shall be made by such Lender, the greater of the Federal Funds Rate or a rate determined by the Administrative Agent in accordance with banking industry customs and rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (b) converted in the case same proportions, Conversion shall refer equally to Conversion of a payment to be made by the Borrowers, the interest rate applicable to Adjusted Base Rate Borrowings. If the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers the amount of such interest paid by the Borrowers for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such share included in the subject borrowing. Any payment by the Borrowers shall be without prejudice to any claim the Borrowers may have against a Lender that shall have failed to make such payment to the Administrative Agent.Loans and

Funding of Loans. The Lenders agree that Anything herein to the contrary notwithstanding, on and after the Third Amendment Effective Date, on each Settlement Date (by no later than 2:00 P.M. (Eastern Time)), Administrative Agent may assume that shall notify each Lender will fund timely its pro rata portion of the date, amount and type of borrowing of each borrowing requested Loan and, in the case of a LIBOR borrowing, the initial Interest Period with respect thereto. On each settlement date, each Lender shall provide Administrative Agent at the office specified by Administrative Agent with immediately available funds covering such Lender’s Pro Rata Share of such Loan. Each Lender agrees to reimburse Agent for such Lender’s Pro Rata Share of the Borrowers Loans advanced by Administrative Agent on behalf of such Lender on the date of such notice, subject to no conditions precedent whatsoever. Each Lender acknowledges and agrees that such Lender’s obligation to reimburse Administrative Agent is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that its payment to Administrative Agent shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the Commitment shall have been reduced or terminated. If Administrative Agent shall elect to advance the proceeds of any Loan prior to receiving funds from such Lender, Administrative Agent shall have the right, upon prior notice to Borrower, to debit any account of Borrower or otherwise receive such amount from Borrower, promptly after demand, in the event that such Lender shall fail to reimburse Administrative Agent in accordance with this subsection. If, and to the terms extent, any Lender shall not have made its portion of this Agreement and that the Loan available to Administrative Agent mayby 3:00 P.M. (Eastern Time) on such Settlement Date and Administrative Agent shall elect to provide such funds, in reliance upon such assumption, make available Lender agrees to the Borrowers a corresponding amount. In pay interest on such event, if a Lender has not in fact made its share of the applicable borrowing available amount to the Administrative Agent, then the applicable Lender and the Borrowers severally agree to pay to the for Administrative Agent Agent’s account, forthwith on demand such corresponding amount in immediately available funds with interest thereondemand, for each day from and including the date such amount was to have been delivered to Administrative Agent to the date such amount is made available to the Borrowers to but excluding the date of payment to the Administrative Agentpaid, at a rate per annum equal to (a) in for the case of a payment to be made by such Lenderfirst three days after demand, the greater of the Federal Funds Rate or a rate determined by the Administrative Agent from time to time in accordance with banking industry customs and rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoingeffect, and (b) in the case of a payment to be made by the Borrowersthereafter, the interest rate applicable to Adjusted Base Rate Borrowings. If the Borrowers and such Lender shall pay such interest from time to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers the amount of such interest paid by the Borrowers for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such share included time in the subject borrowing. Any payment by the Borrowers shall be without prejudice to any claim the Borrowers may have against a Lender that shall have failed to make such payment to the Administrative Agenteffect.

Funding of Loans. The Lenders agree that Not later than 11:00 A.M. on the Administrative Agent may assume that applicable Funding Date, each Lender will fund timely shall make available or instruct (followed by diligent attention to such instruction until such time as the Agent shall have received such Loan) its pro rata portion correspondent bank, if any, to make available its share of each borrowing requested by the Borrowers in accordance with the terms of this Agreement and that the Administrative Agent maysuch Borrowing, in reliance upon Federal or other immediately available funds, to the Depositary at the Depositary’s Office. Unless the Agent determines that any applicable condition specified in Article IV has not been satisfied or waived, the Agent shall, by 2:30 P.M., instruct the Depositary to make the amount of such assumption, make Borrowing available to the Borrowers a corresponding amount. In such event, if a Lender has not Borrower at the general deposit account in fact made its share of the applicable borrowing available to United States designated by the Administrative Agent, then the applicable Lender and the Borrowers severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount Borrower in immediately available funds with interest thereonin a wire transfer. In the event that the conditions as set forth in Section 4.03 for such Loan are not satisfied or waived on the applicable Funding Date, for each day from and including the date such amount is made available Agent shall instruct the Depositary to return to the Borrowers Lenders their respective Loans advanced pursuant to but excluding the date this Section 2.03. A Notice of payment Borrowing, once delivered to the Administrative Agent, at (a) shall be irrevocable and binding on the Borrower. Following such Notice of Borrowing, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill, on or before the proposed Funding Date specified in the case Notice of a payment Borrowing, the conditions set forth in Section 4.03, including any loss, cost or expense incurred by reason of the liquidation or re-employment of deposits or such funds acquired by the Lenders to fund the Loans to be made by pursuant to this Section 2.03(b). Any such Lenderloss, the greater of the Federal Funds Rate cost or a rate determined by the Administrative Agent expense shall be paid in accordance with banking industry customs and rules on interbank compensation, plus Section 2.07(c) after any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (b) in the case of a payment to be made by the Borrowers, the interest rate applicable to Adjusted Base Rate Borrowings. If the Borrowers and such Lender shall pay such interest have furnished to the Administrative Agent for Borrower and the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers the amount of such interest paid by the Borrowers for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then with reasonable supporting calculations, a notice specifying the amount so paid shall constitute such share included in the subject borrowing. Any payment by the Borrowers shall be without prejudice to any claim the Borrowers may have against a Lender that shall have failed to make such payment to the Administrative Agentamounts thereof.

Funding of Loans. Each relevant Lender shall make available to the Administrative Agent its Pro Rata Share of the principal amount of each Revolving Loan prior to 2:00 p.m. (Toronto time) on the date of the extension of credit, being the date for an extension of credit requested by the Borrower pursuant to the notice from Borrower delivered to the Administrative Agent, subject to the notice requirements contained hereunder (the “Advance Date”). The Lenders agree Administrative Agent shall, upon fulfilment by the Borrower of the applicable terms and conditions set forth in Section 6, make such funds available to the Borrower on the Advance Date by transfer to the credit of the Borrower’s designated account. Unless the Administrative Agent has been notified by a Lender at least one (1) Business Day prior to the Advance Date that such Lender will not make available to the Administrative Agent its Pro Rata Share of such Revolving Loan, the Administrative Agent may assume that each such Lender will fund timely its pro rata has made such portion of each borrowing requested by the Borrowers Revolving Loan available to the Administrative Agent on the Advance Date in accordance with the terms of this Agreement provisions hereof and that the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers Borrower on such date a corresponding amount. In If the Administrative Agent has made such eventassumption, if a to the extent such Lender has shall not in fact have so made its share Pro Rata Share of the applicable borrowing Revolving Loan available to the Administrative Agent, then the applicable such Lender and the Borrowers severally agree agrees to pay to the Administrative Agent Agent, forthwith on demand demand, such corresponding amount Lender’s Pro Rata Share of the Revolving Loan and all reasonable costs and expenses incurred by the Administrative Agent in immediately available funds connection therewith together with interest thereon, thereon at the BA Rate for each day from and including the date such amount is made available to the Borrowers to but excluding Borrower until the date such amount is paid or repaid to the Administrative Agent; provided, however, that notwithstanding such obligation, if such Lender fails so to pay, the Borrower shall, without prejudice to any rights that the Borrower might have against such Lender, repay such amount to the Administrative Agent forthwith after demand therefor by the Administrative Agent. The amount payable by each Lender to the Administrative Agent pursuant hereto shall be set forth in a certificate delivered by the Administrative Agent to such Lender and the Borrower (which certificate shall contain reasonable details of how the amount payable is calculated) and shall constitute prima facie evidence of such amount payable. If such Lender makes the payment to the Administrative AgentAgent required herein, at (a) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate or a rate determined by the Administrative Agent in accordance with banking industry customs and rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (b) in the case of a payment to be made by the Borrowers, the interest rate applicable to Adjusted Base Rate Borrowings. If the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers the amount of such interest paid by the Borrowers for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such share included Lender’s Pro Rata Share of the Revolving Loan for purposes of this Agreement and shall entitle the Lender to all rights and remedies against Borrower in the subject borrowing. Any payment by the Borrowers shall be without prejudice to any claim the Borrowers may have against a Lender that shall have failed to make respect of such payment to the Administrative AgentRevolving Loan.

Funding of Loans. Upon receipt of a Notice of Borrowing, the Agent shall promptly inform the Revolving-A Lenders or the Revolving-B Lenders, as applicable, as to the terms thereof. Each such Lender shall make its Revolving-A Loan Commitment Percentage or its Revolving-B Loan Commitment Percentage, as applicable, of the requested Loans available to the Agent by 1:00 p.m. on the date specified in the Notice of Borrowing by deposit, in Dollars, of immediately available funds at the Agency Services Address. The Lenders agree amount of the requested Loans will then be made available to the Borrowers by the Agent by crediting the account of the Borrowers on the books of such office of the Agent, to the extent the amount of such Loans are made available to the Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make Loans hereunder; provided, however, that the Administrative failure of any Lender to fulfill its obligations hereunder shall not relieve any other Lender of its obligations hereunder. Unless the Agent shall have been notified by any Lender prior to the date of any such Loan that such Lender does not intend to make available to the Agent its portion of the Loans to be made on such date, the Agent may assume that each such Lender will fund timely its pro rata portion has made such amount available to the Agent on the date of each borrowing requested by such Loans, and the Borrowers in accordance with the terms of this Agreement and that the Administrative Agent may, in reliance upon such assumption, may (in its sole discretion but without any obligation to do so) make available to the Borrowers a corresponding amount. In If such event, if a Lender has corresponding amount is not in fact made its share of the applicable borrowing available to the Administrative Agent, then the applicable Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Agent's demand therefor, the Agent will promptly notify the Borrowers and the Borrowers severally agree to shall immediately pay such corresponding amount within two Business Days to the Administrative Agent. The Agent forthwith shall also be entitled to recover from the Lender or the Borrowers, as the case may be, interest on demand such corresponding amount in immediately available funds with interest thereon, for respect of each day from and including the date such corresponding amount is was made available by the Agent to the Borrowers to but excluding the date of payment such corresponding amount is recovered by the Agent at a per annum rate equal to the Administrative Agent, at (a) in from the case Borrowers at the applicable rate for such Loan pursuant to the Notice of a payment to be made by such Lender, the greater of the Federal Funds Rate or a rate determined by the Administrative Agent in accordance with banking industry customs and rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, Borrowing and (b) in the case of a payment to be made by the Borrowers, the interest rate applicable to Adjusted Base Rate Borrowings. If the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers the amount of such interest paid by the Borrowers for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such share included in the subject borrowing. Any payment by the Borrowers shall be without prejudice to any claim the Borrowers may have against from a Lender that shall have failed to make such payment to at the Administrative AgentFederal Funds Rate.

Funding of Loans. Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each such Lender shall make its Commitment Percentage of the requested Loans available to the Administrative Agent by 1:00 p.m. on the date specified in the Notice of Borrowing by deposit, in Dollars, of immediately available funds at the Agency Services Address. The Lenders agree amount of the requested Loans will then be made available to the Borrower by the Administrative Agent by crediting the account of the Borrower on the books of such office of the Administrative Agent, to the extent the amount of such Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make Loans hereunder; provided, however, that the failure of any Lender to fulfill its obligations hereunder shall not relieve any other Lender of its obligations hereunder. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Loan that such Lender does not intend to make available to the Administrative Agent its portion of the Loans to be made on such date, the Administrative Agent may assume that each such Lender will fund timely its pro rata portion of each borrowing requested by the Borrowers in accordance with the terms of this Agreement and that has made such amount available to the Administrative Agent mayon the date of such Loans, and the Administrative Agent in reliance upon such assumption, may (in its sole discretion but without any obligation to do so) make available to the Borrowers Borrower a corresponding amount. In If such event, if a Lender has corresponding amount is not in fact made its share of the applicable borrowing available to the Administrative Agent, then the applicable Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent will promptly notify the Borrower, and the Borrowers severally agree to Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent forthwith shall also be entitled to recover from the Lender or the Borrower, as the case may be, interest on demand such corresponding amount in immediately available funds with interest thereon, for respect of each day from and including the date such corresponding amount is was made available to the Borrowers to but excluding the date of payment to the Administrative Agent, at (a) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate or a rate determined by the Administrative Agent in accordance with banking industry customs and rules on interbank compensation, plus any administrative, processing or similar fees customarily charged to the Borrower to the date such corresponding amount is recovered by the Administrative Agent in connection with at a per annum rate equal to (a) from the foregoing, Borrower at the applicable rate for such Loan pursuant to the Notice of Borrowing and (b) in the case of a payment to be made by the Borrowers, the interest rate applicable to Adjusted Base Rate Borrowings. If the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers the amount of such interest paid by the Borrowers for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such share included in the subject borrowing. Any payment by the Borrowers shall be without prejudice to any claim the Borrowers may have against from a Lender that shall have failed to make such payment to at the Administrative AgentFederal Funds Rate.

Funding of Loans. Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender shall make its Revolving Loan Commitment Percentage of the requested borrowing of Revolving Loans available to the Administrative Agent in Same Day Funds at the Agency Services Address for the applicable currency not later than 1:00 p.m., Local Time, in each case on the Business Day specified in the Notice of Borrowing. The Lenders agree amount of the requested Revolving Loans will then be made available to the Borrower by the Administrative Agent as directed by the Borrower in writing, to the extent the amount of such Revolving Loans are made available to the Administrative Agent. 44 [[5731659]] No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make Revolving Loans hereunder; provided, however, that the failure of any Lender to fulfill its obligations hereunder shall not relieve any other Lender of its obligations hereunder. Unless the Administrative Agent shall have been notified by any Lender prior to the time of any such Revolving Loan that such Lender does not intend to make available to the Administrative Agent its portion of the Revolving Loans to be made on such date, the Administrative Agent may assume that each Lender will fund timely its pro rata portion of each borrowing requested by the Borrowers in accordance with the terms of this Agreement and that such Xxxxxx has made such amount available to the Administrative Agent mayon the date of such Revolving Loans, and the Administrative Agent in reliance upon such assumption, assumption may (in its sole discretion but without any obligation to do so) make available to the Borrowers Borrower a corresponding amount. In If such event, if a Lender has Xxxxxx’s portion of the Revolving Loans is not in fact made its share of the applicable borrowing available to the Administrative Agent, then the applicable Lender and the Borrowers severally agree to pay to the Administrative Agent forthwith on demand shall be able to recover from such Lender an amount equal to such corresponding amount in immediately available funds with interest thereon, for each day from and including which the date such amount is Administrative Agent has made available to the Borrowers to but excluding Borrower. If such Lender does not pay such amount upon the date of payment Administrative Agent’s demand therefor, the Administrative Agent will promptly notify the Borrower, and the Borrower shall immediately pay such amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower, at (a) in as the case may be, interest on such amount in respect of a payment each day from the date an amount equal to be such corresponding amount was made by such Lender, the greater of the Federal Funds Rate or a rate determined available by the Administrative Agent in accordance with banking industry customs and rules on interbank compensationto the Borrower to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (i) from the Borrower, at the applicable rate for such Revolving Loan pursuant to the Notice of Borrowing or (ii) from such Lender, at the Overnight Rate plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (b) in the case of a payment to be made by the Borrowers, the interest rate applicable to Adjusted Base Rate Borrowings. If the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers the amount of such interest paid by the Borrowers for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such share included in the subject borrowing. Any payment by the Borrowers shall be without prejudice to any claim the Borrowers may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Funding of Loans. The Lenders agree (a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 12:00 noon, New York City time, or such earlier time as may be reasonably practicable, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. Upon satisfaction or waiver of the conditions precedent specified herein, the Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to an account designated by the Borrower in the applicable Loan Request. (b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Loan (or, with respect to any ABR Loan made on same-day notice, prior to 11:00 a.m., New York City time, on the date of such Loan) that such Lender will not make available to the Administrative Agent such Lender’s share of such Loan, the Administrative Agent may assume that each such Lender will fund timely its pro rata portion of each borrowing requested by the Borrowers has made such share available on such date in accordance with the terms paragraph (a) and/or (b) of this Agreement Section 2.03 and that the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable borrowing Loan available to the Administrative Agent, then the applicable Lender and the Borrowers Borrower severally agree to pay to the Administrative Agent forthwith on upon written demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrowers Borrower to but excluding the date of payment to the Administrative Agent, at (ai) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate or and a rate determined by the Administrative Agent in accordance with banking industry customs and rules on interbank compensation, plus any administrative, processing compensation or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (bii) in the case of a payment to be made by the BorrowersBorrower, the interest rate otherwise applicable to Adjusted Base Rate Borrowingssuch Loan. If the Borrowers and such Lender shall pay pays such interest amount to the Administrative Agent for Agent, then (x) such amount shall constitute such Lender’s Loan included in such Loan and the same or an overlapping periodBorrower shall not be obligated to repay such amount pursuant to the preceding sentence if not previously repaid and (y) if such amount was previously repaid by the Borrower, the Administrative Agent shall promptly remit make a corresponding amount available to the Borrowers the amount of such interest paid by the Borrowers for such periodBorrower. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such share included in the subject borrowing. Any payment by the Borrowers shall be without prejudice to any claim the Borrowers may have against a Lender that shall have failed to make such payment to the Administrative AgentSection 2.04.

Funding of Loans. Subject to the terms and conditions hereof, each relevant Lender shall make available to the Administrative Agent its Pro Rata Share of the principal amount of each Loan under the relevant Credit Facility prior to 2:00 p.m. (Toronto time) on the date of the extension of credit. The Lenders agree Administrative Agent shall, upon fulfilment by the Borrower of the terms and conditions set forth in Article 12 and unless otherwise irrevocably authorized and directed in the Drawdown Notice, in respect of any Credit Facility, make such funds available to the Borrower on the date of the extension of credit by crediting the relevant Designated Account (or causing such account to be credited). Unless the Administrative Agent has been notified by a relevant Lender at least one Banking Day prior to the date of the extension of credit that such Lender will not make available to the Administrative Agent its Pro Rata Share of such Loan, the Administrative Agent may assume that each such Lender will fund timely its pro rata has made such portion of each borrowing requested by the Borrowers Loan available to the Administrative Agent on the date of the extension of credit in accordance with the terms of this Agreement provisions hereof and that the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers Borrower on such date a corresponding amount. In If the Administrative Agent has made such eventassumption, if a to the extent such Lender has shall not in fact have so made its share Pro Rata Share of the applicable borrowing Loan available to the Administrative Agent, then the applicable such Lender and the Borrowers severally agree agrees to pay to the Administrative Agent Agent, forthwith on demand demand, such corresponding amount Lender’s Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Administrative Agent in immediately available funds connection therewith together with interest thereon, thereon at the then prevailing interbank rate for each day from and including the date such amount is made available to the Borrowers to but excluding Borrower until the date such amount is paid or repaid to the Administrative Agent; provided, however, that notwithstanding such obligation, if such Lender fails so to pay, the Borrower shall, without prejudice to any rights that the Borrower might have against such Lender, repay such amount to the Administrative Agent forthwith after demand therefor by the Administrative Agent. The amount payable by each Lender to the Administrative Agent pursuant hereto shall be set forth in a certificate delivered by the Administrative Agent to such Lender and the Borrower (which certificate shall contain reasonable details of how the amount payable is calculated) and shall constitute prima facie evidence of such amount payable. If such Lender makes the payment to the Administrative AgentAgent required herein, at (a) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate or a rate determined by the Administrative Agent in accordance with banking industry customs and rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (b) in the case of a payment to be made by the Borrowers, the interest rate applicable to Adjusted Base Rate Borrowings. If the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers the amount of such interest paid by the Borrowers for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such share included Lender’s Pro Rata Share of the Loan for purposes of this agreement and shall entitle the Lender to all rights and remedies against the Borrower in the subject borrowing. Any payment by the Borrowers shall be without prejudice to any claim the Borrowers may have against a Lender that shall have failed to make respect of such payment to the Administrative AgentLoan.