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. The Lenders agree (a) Each Revolving Lender shall make each Revolving Loan to be made by it hereunder on the proposed Borrowing Date 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; provided that ABR Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.02(e) shall be remitted by the Administrative Agent to the relevant Issuing Lender. (b) Each Term Lender shall make each Term Loan to be made by it hereunder on the Borrowing Date 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. 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. (c) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed Borrowing Date (or, with respect to any ABR Loan made on same-day notice, prior to 11:00 a.m., New York City time, on the Borrowing 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 Borrowing Date in accordance with the terms paragraph (a) and/or (b) of this Agreement Section 2.04 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 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 periodLoan. If such Lender pays its share of the applicable borrowing such amount to the Administrative Agent, then the such amount so paid shall constitute such share Lender’s Loan included in such Loan and the subject borrowing. Any payment by the Borrowers Borrower shall not be without prejudice obligated to any claim the Borrowers may have against a Lender that shall have failed to make repay such payment amount pursuant to the Administrative Agentpreceding sentence if not previously repaid.

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. The Lenders agree (a) Each Revolving Lender shall make each Revolving Loan to be made by it hereunder on the proposed Borrowing Date 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; provided that ABR Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.02(e) shall be remitted by the Administrative Agent to the relevant Issuing Lender. (b) Each Term Lender shall make each Term Loan to be made by it hereunder on the Borrowing Date 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. 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. (c) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed Borrowing Date (or, with respect to any ABR Loan made on same-day notice, prior to 11:00 a.m., New York City time, on the Borrowing Date of such 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 such Lender will fund timely its pro rata portion of each borrowing requested by the Borrowers has made such share available on such Borrowing Date in accordance with the terms paragraph (a) and/or (b) of this Agreement Section 2.04 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 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 periodLoan. If such Lender pays its share of the applicable borrowing such amount to the Administrative Agent, then the such amount so paid shall constitute such share Lender’s Loan included in such Loan and the subject borrowing. Any payment by the Borrowers Borrower shall not be without prejudice obligated to any claim the Borrowers may have against a Lender that shall have failed to make repay such payment amount pursuant to the Administrative Agentpreceding sentence if not previously repaid.

Funding of Loans. (a) Each Lender making a Loan hereunder shall wire the principal amount thereof in immediately available funds, by 1:00 p.m., Prevailing Eastern Time, on the proposed date of such Loan, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Lenders agree Administrative Agent shall make such funds available to the Borrowers by promptly crediting the amounts so received, in like funds, to an account of the Borrowers maintained with the Administrative Agent in Cleveland, Ohio and designated by the Borrower Agent in the applicable Borrowing Request; provided that Base Rate Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e) will be remitted by the Administrative Agent to the applicable Letter of Credit Issuer. (b) Unless the Administrative Agent receives notice from a Lender before the proposed date of any Borrowing that such Lender will not make its share of such Borrowing available to the Administrative Agent, 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 of this Agreement Section 2.06(a) and that the Administrative Agent may, in reliance upon on such assumption, make a corresponding amount available to the Borrowers a corresponding amountBorrowers. In such event, if a Lender has not in fact made its share of the applicable borrowing such Borrowing available to the Administrative Agent, then the applicable such 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 day such amount is made available to the Borrowers 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 reasonably 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 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 periodLoans. If such Lender pays its share of the applicable borrowing such amount to the Administrative Agent, then the such amount so paid 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.

Funding of Loans. (a) Upon receipt of a Borrowing Notice or an Oral Request for a Borrowing in accordance with SECTION 2.02, Operations Agent shall promptly notify each Lender of the contents thereof and of such Lender's ratable share, if any, of such Borrowing. (b) Not later than 2:00 p.m. (Boston, Massachusetts, time) on the Borrowing Date of each Borrowing, each Lender shall (except as provided in SECTION 2.03(C)) make available its share of such Borrowing, in Federal or other funds immediately available in Boston, Massachusetts, to Operations Agent at its address referred to in SECTION 9.01. Unless Operations Agent determines that any applicable condition specified in ARTICLE III has not been satisfied, Operations Agent will make the funds so received from each Lender available to the Borrower requesting the Loan at Operations Agent's aforesaid address. The Lenders agree failure or refusal of any Lender to make available to Operations Agent as provided herein its share of any Borrowing shall not relieve any other Lender from its several obligations hereunder. (c) If any Lender makes a new Loan for the use of a particular Borrower on a day on which such Borrower is to repay all or any part of an outstanding Loan to it from such Lender, such Lender shall apply the proceeds of its new Loan to make such repayment. (d) If any Loan is to be made to a particular Borrower on a day on which any Swing Line Advance is outstanding to such Borrower, the proceeds of the Loan shall be applied first to the repayment of the outstanding Swing Line Advance. (e) Unless Operations Agent shall have received notice from a Lender prior to any Borrowing Date that the Administrative such Lender will not make available to Operations Agent such Lender's share of such Borrowing, Operations 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 to Operations Agent on such Borrowing Date in accordance with the terms SECTION 2.03(B) of this Agreement Section and that the Administrative Operations Agent maymay (but it shall not be required to), in reliance upon such assumption, make available to the Borrowers applicable 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 Operations Agent, then the applicable such Lender and the Borrowers Borrower receiving such amount severally agree to pay repay to the Administrative Agent forthwith on Operations Agent, within three days after demand by Operations Agent, such corresponding amount in immediately available funds together with interest thereon, 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 repaid to the Administrative Operations Agent, at (ai) in the case of a payment to be made by the Borrower receiving such Lenderamount, the greater of the Federal Funds Rate or a rate determined by per annum equal to 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, interest rate applicable thereto pursuant to SECTION 2.06 and (bii) in the case of a payment to be made by the Borrowerssuch Lender, 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 periodFederal Funds Rate. If such Lender pays its share of the applicable borrowing shall repay to the Administrative AgentOperations Agent such 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 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. (a) Upon receipt of a Notice of Borrowing or an oral request for a Borrowing (other than with respect to a Swing Line Loan) in accordance with Section 2.03, and upon receipt of any notice from State Street to fund the principal amount of any Swing Line Loan pursuant to Section 2.02, the Operations Agent shall promptly notify each Bank of the contents thereof and of such Bank’s ratable share, if any, of such Borrowing. (b) Not later than 2:00 p.m. (Boston time) on the Borrowing Date of each Borrowing (other than with respect to a Swing Line Loan), each Bank shall (except as provided in clause (c) of this Section) make available its share of such Borrowing, in Federal or other funds immediately available in Boston, to the Operations Agent at its address referred to in Section 9.01. Unless the Operations Agent determines that any applicable condition specified in Section 3.02 (and, in the case of the initial Loan to be made hereunder, Section 3.01) has not been satisfied, the Operations Agent will make State Street’s share of such Borrowing and the funds so received from the other Banks available to the Borrower requesting the Loan at the Operations Agent’s aforesaid address. The Lenders agree failure or refusal of any Bank to make available to the Operations Agent as provided herein its share of any Borrowing shall not relieve any other Bank from its several obligations hereunder. (c) If any Bank makes a new Loan hereunder for the use of a particular Borrower on a day on which that Borrower is to repay all or any part of an outstanding Loan to it from such Bank, such Bank shall apply the Administrative proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed and the amount being repaid shall be made available by such Bank to the Operations Agent as provided in clause (b) of this Section or remitted by that Borrower to the Operations Agent as provided in Section 2.12, as the case may be. (d) If any Loan is to be made to a Borrower hereunder on a day on which any Swing Line Loan is outstanding to such Borrower, the proceeds of the Loan shall be applied first to the repayment of the outstanding Swing Line Loan, and only an amount equal to the difference (if any) between the amount being borrowed and the Swing Line Loan being repaid shall be made available to such Borrower by the Operations Agent as provided in clause (b) of this Section. (e) Unless the Operations Agent shall have received notice from a Bank prior to any Borrowing Date that such Bank will not make available to the Operations Agent such Bank’s share of the Borrowing to be made on such date, the Operations Agent may assume that each Lender will fund timely its pro rata portion of each borrowing requested by such Bank has made such share available to the Borrowers Operations Agent on such Borrowing Date in accordance with the terms clause (b) of this Agreement Section and that the Administrative Operations Agent maymay (but it shall not be required to), in reliance upon such assumption, make available to the Borrowers applicable Borrower on such date a corresponding amount. In If and to the extent that such event, if a Lender has Bank shall not in fact have so made its such share of the applicable borrowing available to the Administrative Operations Agent, then the applicable Lender such Bank and the Borrowers Borrower receiving such amount severally agree to pay repay to the Administrative Agent Operations Agent, forthwith on demand by the Operations Agent, such corresponding amount in immediately available funds together with interest thereon, 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 repaid to the Administrative Operations Agent, at (ai) in the case of a payment to be made by the Borrower receiving such Lenderamount, the greater of the Federal Funds Rate or a rate determined by per annum equal to 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, interest rate applicable thereto pursuant to Section 2.07 and (bii) in the case of a payment to be made by the Borrowerssuch Bank, 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 periodFederal Funds Rate. If such Lender pays its share of the applicable borrowing Bank shall repay to the Administrative AgentOperations Agent such amount, then the such amount so paid repaid shall constitute such share Bank’s Loan included in such Borrowing for purposes of this Agreement. A notice of the subject borrowing. Any payment by Operations Agent to any Bank or the Borrowers relevant Borrower with respect to any amount owing under this clause (c) 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 Agentconclusive, absent manifest error.

Funding of Loans. The (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 2:00 p.m., New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders agree in an amount equal to such Lender’s pro rata share of the Loan requested pursuant to Section 2.03 (based on the amount of such Lender’s Commitment as a percentage of the aggregate Commitments of the applicable Class). (b) Unless the Administrative Agent shall have received notice from a Lender prior to the Closing Date 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 of each borrowing requested by the Borrowers has made such share available on such date in accordance with the terms clause (a) of this Agreement Section and that the Administrative Agent may, in reliance upon such assumptionassumption in its sole discretion, 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 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 Overnight 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 (bii) in the case of a payment to be made by the BorrowersBorrower, the interest rate applicable to Adjusted Base Rate BorrowingsLoans. If the Borrowers and such Lender pays such amount to the Administrative Agent, then such amount shall pay constitute such interest Lender’s Loan. (c) If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the same foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions set forth in Article IV are not satisfied or an overlapping periodwaived in accordance with the terms hereof, the Administrative Agent shall promptly remit return such funds (in like funds as received from such Lender) 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 AgentLender, 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 Agentinterest.

Funding of Loans. (a) Not later than 2:00 p.m. New York City time on the Effective Date, each Lender shall deliver the proceeds of its Loan by wire transfer of immediately available funds to the account of the Administrative Agent designated by it for such purpose by notice to the Lenders. The Lenders agree Administrative Agent will make such proceeds available to the Borrower by promptly crediting or otherwise transferring the amounts so received, in like funds, to an account of the Borrower designated by the Borrower to the Administrative Agent. (b) Unless the Administrative Agent shall have received notice from a Lender prior to the Effective Date that such Lender will not make the proceeds of its Loan available to the Administrative Agent, 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 proceeds available on such date in accordance with the terms of this Agreement Section 2.2(a) 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 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 that would be otherwise applicable to Adjusted Base Rate Borrowingssuch Loan. 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 Any payment by the Borrowers for such periodBorrower, however, shall be without prejudice to its rights against the applicable Lender. If such Lender pays its share of the applicable borrowing such amount to the Administrative Agent, then the such 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’s Loan.

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 in Dollars by 10:00 a.m., New York City time, 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 time of any 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 of each borrowing requested by the Borrowers has made such share available on such date in accordance with the terms paragraph (a) of this Agreement Section 2.04 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 Borrowing available to the Administrative Agent, then the Administrative Agent shall have the right to demand payment from the applicable Lender and/or Borrower and the Borrowers they each 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 (ai) in the case of a payment to be made by such Lender, the greater of the Federal Funds Alternate Base 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 (bii) in the case of a payment to be made by the BorrowersBorrower, the interest rate applicable that would otherwise apply 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 periodBorrowing. If such Lender pays its share of the applicable borrowing such amount to the Administrative Agent, then the such amount so paid 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 Borrowing and such payment to the Administrative Agentshall absolve any obligation of Borrower in respect of any demand made under this Section 2.04 in respect of such Loan.

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) 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 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. 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. 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. (Reno, Nevada 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. (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 1:00 p.m., New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Lenders agree 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 Borrowing Request. (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 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) of this Agreement Section 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 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 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 periodLoan. If such Lender pays its share of the applicable borrowing such amount to the Administrative Agent, then the such 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’s Loan.

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 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. 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 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 the Credit Facility, 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. (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, Dallas, Texas time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Lenders agree Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to an account of the Borrower maintained with the Administrative Agent in Dallas, Texas and designated by the Borrower in the applicable Borrowing Request. (b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's share of such Borrowing, 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) of this Agreement Section 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 Borrowing 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 (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 but in no event in excess of the Ceiling Rate 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 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 periodABR Loans. If such Lender pays its share of the applicable borrowing such amount to the Administrative Agent, then the such amount so paid shall constitute such share included in the subject borrowing. Any payment by the Borrowers Borrowing. (c) The entire unpaid principal balance of each Loan shall be without prejudice to any claim finally due and payable on the Borrowers may have against a Lender that shall have failed to make such payment to the Administrative AgentMaturity Date.

Funding of Loans. (a) Each Lender shall make each Loan (which shall be funded net of the Up-Front Fees owed to such Lender under the Bookrunners Fee Letter) to be made by it hereunder on the Drawdown Date thereof by wire transfer of immediately available funds by 11:00 a.m., Tokyo time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. 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 in Section 2.03. The Lenders agree shall make such Loan to an account to be notified by the Administrative Agent to the Lenders prior to the Drawdown Date. (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 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 of this Agreement Section 2.04 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 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 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, compensation and (bii) in the case of a payment to be made by the BorrowersBorrower, the interest rate applicable to Adjusted Base Rate BorrowingsLoans. 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 such Borrower the amount of such interest paid by the Borrowers such Borrower for such period. If such Lender pays its share of the applicable borrowing Loan to the Administrative Agent, then the amount so paid shall constitute such share Lender’s Loan included in the subject borrowingsuch Loan. Any payment by the Borrowers such Borrower shall be without prejudice to any claim the Borrowers such Borrower 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 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. 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 in Dollars by 10:00 a.m., New York City time, 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 time of any 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 of each borrowing requested by the Borrowers has made such share available on such date in accordance with the terms paragraph (a) of this Agreement Section 2.04 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 Borrowing available to the Administrative Agent, then the Administrative Agent shall have the right to demand payment from the applicable Lender and/or the Borrower and the Borrowers they each 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 (ai) in the case of a payment to be made by such Lender, the greater of the Federal Funds Alternate Base 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 (bii) in the case of a payment to be made by the BorrowersBorrower, the interest rate applicable that would otherwise apply 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 periodBorrowing. If such Lender pays its share of the applicable borrowing such amount to the Administrative Agent, then the such amount so paid 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 Borrowing and such payment to shall absolve any obligation of the Administrative AgentBorrower in respect of any demand made under this Section 2.04 in respect of such Loan.

Funding of Loans. (a) Each Lender making a Loan hereunder shall wire the principal amount thereof in accordance with its internal procedures in immediately available funds, by 12:00 p.m., Santiago, Chile time, on the proposed date of such Loan, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders, which, with respect to any Term A Loan, shall be an account maintained by the Administrative Agent in CLP and, with respect to any Term B Loan, shall be an account maintained by the Administrative Agent in Dollars. The Lenders agree Administrative Agent shall make such funds available to the Borrower by promptly (but in no event later than 4:30 p.m. Santiago, Chile time on such proposed date) crediting the amounts so received, in like funds, to an account of the Borrower designated by the Borrower in the applicable Borrowing Request. (b) Unless the Administrative Agent shall have been notified by any Lender at least one Business Day prior to the date of a Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s portion of the Borrowing 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 such date and the Administrative Agent may (in its sole discretion and without any obligation to do so), in reliance upon such assumption, make available to the Borrowers Borrower, as provided for above, 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 by such Lender and the Borrowers severally agree Administrative Agent has made the same available to pay to the Borrower, the Administrative Agent forthwith on demand shall be entitled to recover such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such Lender on demand. If such Lender does not pay such corresponding amount is made available to the Borrowers to but excluding the date of payment to 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 therefor, the Administrative Agent shall promptly remit to notify the Borrowers Borrower and the Borrower shall promptly pay such corresponding 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. The Administrative Agent shall also be entitled to recover on demand from such Lender or the Borrower, then as the case may be, interest on such corresponding amount so paid shall constitute in respect of each day from the date such share included in the subject borrowing. Any payment corresponding amount was made available by the Borrowers Administrative Agent to the Borrower until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the cost to the Administrative Agent of acquiring overnight funds and (ii) if recovered from the Borrower, the then applicable rate for the Loans as determined pursuant to Section 2.10. Nothing in this Section 2.04 shall be without deemed to relieve any Lender from its obligation to make any Loan hereunder or to prejudice to any claim rights which the Borrowers Borrower may have against any Lender as a result of any failure by such Lender that shall have failed to make such payment to the Administrative Agentany Loan hereunder.

Funding of Loans. Each Lender shall make available to the Administrative Agent its Pro Rata Share of the principal amount of each Loan 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 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. (a) Each Lender shall make each Loan (which shall be funded net of the Up-Front Fees (as defined in the Bookrunners Fee Letter) owed to such Lender under the Bookrunners Fee Letter) to be made by it hereunder on the applicable Drawdown Date thereof by wire transfer of immediately available funds by 11:00 a.m., Tokyo time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders; provided that any Lender that is, immediately preceding a Drawdown Date, also a lender under an applicable JPY Tranche A Facility being repaid with the net proceeds of such drawdown, may in its sole discretion notify the Agent in writing in the form attached as Exhibit F four Business Days before the Drawdown Date that it will net fund its Commitments in respect of such drawdown such that the amount of JPY required to be funded by such Lender in respect of such drawdown shall be reduced by the amount then due under the applicable JPY Tranche A Facility and at the time of funding it shall be deemed repaid such amount under the applicable JPY Tranche A Facility. Furthermore, the Administrative Agent will be entitled to apply amounts funded by any Lender under this Agreement towards the repayment of amounts then due under a JPY Tranche A Facility (and net settle such amounts vis a vis the Borrower) regardless of whether the Lender funding such amounts is also a lender being concurrently repaid under such JPY Tranche A Facility. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, after reducing the amount of the Administration Fee (as defined in the Agency Fee Letter) which the Borrower owes to the Administrative Agent on such Drawdown Date, in like funds, to the account designated in Section 2.03. The Lenders agree shall make such Loan to an account to be notified by the Administrative Agent to the Lenders prior to the applicable Drawdown Date. (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 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 of this Agreement Section 2.04 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 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 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, compensation and (bii) in the case of a payment to be made by the BorrowersBorrower, the interest rate applicable to Adjusted Base Rate BorrowingsLoans. 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 such Borrower the amount of such interest paid by the Borrowers such Borrower for such period. If such Lender pays its share of the applicable borrowing Loan to the Administrative Agent, then the amount so paid shall constitute such share Lender’s Loan included in the subject borrowingsuch Loan. Any payment by the Borrowers such Borrower shall be without prejudice to any claim the Borrowers such Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Funding of Loans. (a) Each Lender shall make each Loan to be made by it hereunder on the Effective Date by wire transfer of immediately available funds by 12:00 noon, New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Lenders agree Administrative Agent will make the Loans available to the Borrower by promptly crediting the amounts so received, in like funds, and the Borrower hereby requests that the Administrative Agent deposit such amounts in, the Blocked Account. (b) Unless the Administrative Agent shall have received notice from a Lender prior to the Effective Date that such Lender will not make available to the Administrative Agent such Lender’s share of the Loans, 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) of this Agreement Section and that the Administrative Agent may, in reliance upon such assumptionassumption and in its sole discretion, 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 Loans available to the Administrative Agent, then the applicable Lender and the Borrowers severally agree 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 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 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 such amount to the Administrative Agent, then the such amount so paid shall constitute such Lender’s share included in of 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 AgentLoans.

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. 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 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 Effective 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. (a) Each Lender shall make available to the Administrative Agent its Pro Rata Share of the principal amount of each Loan under the Facility prior to 11:00 a.m. (New York time) on the date of the extension of credit. (b) 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). (c) 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 . (d) 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. (e) The amount payable by each Lender to the Administrative Agent pursuant to this Agreement 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. (f) 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. The Lenders agree (a) Each Revolving Lender shall make each Revolving Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 3:00 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. 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; provided that ABR Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.02(e) shall be remitted by the Administrative Agent to the Issuing Lender. (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 12:30 p.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) of this Agreement Section 2.04 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 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 periodLoan. If such Lender pays its share of the applicable borrowing such amount to the Administrative Agent, then the such amount so paid shall constitute such share Lender’s Loan included in such Loan and the subject borrowing. Any payment by the Borrowers Borrower shall not be without prejudice obligated to any claim the Borrowers may have against a Lender that shall have failed to make repay such payment amount pursuant to the Administrative Agentpreceding sentence if not previously repaid.

Funding of Loans. (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, Dallas, Texas time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Lenders agree Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to an account of the Borrower maintained with the Administrative Agent in Dallas, Texas and designated by the Borrower. (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 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) of this Agreement Section 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 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 administrativebut in no event in excess of the Ceiling Rate, processing 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 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 periodABR Loans. If such Lender pays its share of the applicable borrowing such amount to the Administrative Agent, then the such amount so paid shall constitute such share included in the subject borrowing. Any payment by the Borrowers Lender's Loan. (c) The principal of Term Loan Facility A shall be without prejudice to any claim due and payable in twenty-four (24) quarterly installments of $333,333.33 each. The first such installment shall be due and payable on the Borrowers may have against last Business Day of October, 1999, and a Lender that like installment shall be due and payable on the last Business Day of each January, April, July and October thereafter until the debt evidenced by Term Loan Facility A shall have failed to make such payment to been fully paid and satisfied; PROVIDED, that on the Administrative AgentTerm Loan Facility A Maturity Date, the entire unpaid principal balance of the debt evidenced by Term Loan Facility A and all accrued and unpaid interest on the unpaid principal balance thereof shall be finally due and payable. (d) Commencing on the last Business Day of October, 1999 and continuing until the last Business Day of July, 2004, the principal of Term Loan Facility B shall be due and payable in twenty (20) installments of Forty-Five Thousand and No/100 Dollars ($45,000.00) each. The first installment shall be due and payable on the last Business Day of October, 1999, and a like installment shall be due and payable on the last Business Day of each January, April, July and October thereafter. Beginning the last Business Day of October, 2004, the principal of Term Loan Facility B shall be due and payable in four (4) installments of Seventy Thousand and No/100 Dollars ($70,000.00) each. The first $70,000 installment shall be due and payable on the last Business Day of October, 2004, and a like installment shall be due and payable on the last Business Day of each January, April and July thereafter. Beginning the last Business Day of October, 2005, the principal of Term Loan Facility B shall be due and payable in four (4) installments of One Hundred Thousand and No/100 Dollars ($100,000.00) each. The first $100,000 installment shall be due and payable on the last Business Day of October, 2005, and a like installment shall be due and payable on the last Business Day of each January, April and July thereafter. Beginning the last Business Day of October, 2006, the principal of Term Loan Facility B shall be due and payable in four (4) installments of One Hundred Twenty-Five Thousand and No/100 Dollars ($125,000.00) each. The first $125,000 installment shall be due and payable on the last Business Day of October, 2006, and a like installment shall be due and payable on the last Business Day of each January, April and July thereafter. Beginning the last Business Day of October, 2007, the principal of Term Loan Facility B shall be due and payable in four (4) installments of One Hundred Seventy-Five Thousand and No/100 Dollars ($175,000.00) each. The first $175,000 installment shall be due and payable on the last Business Day of October, 2007, and a like installment shall be due and payable on the last Business Day of each January, April and July thereafter. Beginning the last Business Day of October, 2008, the principal of Term Loan Facility B shall be due and payable in four (4) installments of Five Hundred Eighty Thousand and No/100 Dollars ($580,000.00) each. The first $580,000 installment shall be due and payable on the last Business Day of October, 2008, and a like installment shall be due and payable on the last Business Day of each January, April and July thereafter until the debt evidenced by Term Loan Facility B shall have been fully paid and satisfied; PROVIDED, that on the Term Loan Facility B Maturity Date, the entire unpaid principal balance of the debt evidenced by Term Loan Facility B and all accrued and unpaid interest on the unpaid principal balance thereof shall be finally due and payable.

Funding of Loans. Each Lender shall make available to the Agent its Commitment Share of the principal amount of each Loan under the Credit Facility prior to 11:30 a.m. (Toronto time) on the date of the Accommodation. The Agent shall, upon fulfilment by the Borrower or waiver by the Majority Lenders agree of the terms and conditions set forth in Article 12, make such funds available to the Borrower on the date of the Accommodation by crediting the Designated Account unless otherwise irrevocably authorized and directed in the Drawdown Notice. Unless the Agent has been notified by a Lender prior to 11:30 a.m. (Toronto time) on the date of the Accommodation that such Lender will not make available to the Administrative Agent its Commitment 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 Accommodation 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 Commitment Share of the applicable borrowing Loan 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 made available by the Agent shall not constitute a Loan hereunder, and the Agent shall be entitled to recover from such Lender, by way of reimbursement, such corresponding amount together with all reasonable costs incurred by the Agent in immediately available funds with connection therewith and interest thereon, thereon (calculated at the then prevailing interbank rate for each day from and including the date such amount is made available to the Borrowers Borrower until such amount is reimbursed to but excluding the Agent), for each day from the date of payment such amount was made available to the Administrative Borrower until such amounts are reimbursed; provided that if the Lender fails to pay then the Borrower shall reimburse such amounts to the Agent, at (a) in the case of a payment to be made . The amount payable by such Lender, Lender to the greater of the Federal Funds Rate or Agent pursuant hereto shall be set forth in a rate determined certificate delivered 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 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 Commitment 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 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 Commitment Share of a Loan shall not relieve any other Lender of its obligation hereunder to make available to the Agent its Commitment Share of the Loan on the date of the Accommodation.

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. The (a) Each Lender shall make each Loan required to be made by it hereunder on the Closing Date by wire transfer of immediately available funds by 12:00 p.m., New York City time, or such other 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; provided that Revolving Loans may be made by the Revolving Lenders agree directly to the Borrower to the extent feasible and approved by the Revolving Lenders. Upon satisfaction or waiver of the applicable conditions precedent specified herein, the Administrative Agent will make the Loans available to the Borrower by promptly crediting the proceeds so received, in like funds, to an account designated by the Borrower in the applicable borrowing notice. (b) Unless the Administrative Agent shall have received written notice from a Lender prior to the proposed date of any Loan that such Lender will not make available to the Administrative Agent such Lxxxxx’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 Lxxxxx has made such share available on such date in accordance with the terms of this Agreement Section 2.04(a) 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 NYFRB 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 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 AgentBorrower.

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. 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 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 AgentBorrower.

Funding of Loans. (a) Each Lender making a Loan hereunder shall wire the principal amount thereof in immediately available funds, by 1:00 p.m., Prevailing Eastern Time, on the proposed date of such Loan, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Lenders agree Administrative Agent shall make such funds available to the Borrower by promptly crediting the amounts so received, in like funds, to an account of the Borrower maintained with the Administrative Agent in Cleveland, Ohio and designated by the Borrower in the applicable Borrowing Request; provided that Loans made to finance the repayment of a Swingline Loan as provided in Section 2.04(c) will be remitted by the Administrative Agent to the Swingline Lender. (b) Unless the Administrative Agent receives notice from a Lender before the proposed date of any Borrowing that such Lender will not make its share of such Borrowing available to the Administrative Agent, 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 of this Agreement Section 2.06(a) and that the Administrative Agent may, in reliance upon on such assumption, make a corresponding amount available to the Borrowers a corresponding amountBorrower. In such event, if a Lender has not in fact made its share of the applicable borrowing such Borrowing available to the Administrative Agent, then the applicable such 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 day 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 reasonably 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 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 periodLoans. If such Lender pays its share of the applicable borrowing such amount to the Administrative Agent, then the such amount so paid 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.

Funding of Loans. The Lenders agree (a) Each Lender shall make each Term Loan required to be made by it hereunder on the Closing Date by wire transfer of immediately available funds by 12:00 p.m., New York City time, or such other 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 applicable conditions precedent specified herein, the Administrative Agent will make the Term Loans available to the Borrowers by promptly crediting the proceeds so received, in like funds, to an account designated by the Borrowers in the applicable borrowing notice. (b) Unless the Administrative Agent shall have received notice from a Lender prior to the time set forth in ‎Section 2.03(a) 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 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 of this Agreement ‎Section 2.03(a) 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 Loan available to the Administrative Agent, then the applicable Lender and the Borrowers 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 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 NYFRB 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 Borrowers, 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 periodBorrowers 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 Borrowers, 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 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 AgentBorrowers.

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. 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 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. (a) Each Lender shall wire the principal amount of its Loan in immediately available funds, by 12:00 noon, New York City time, on the date of the Borrowing, to the account of the Administrative Agent designated by it for such purpose by notice to the Lenders. The Lenders agree Administrative Agent shall make such funds available to the Borrower by promptly crediting the amounts so received, in like funds, to an account of the Borrower in the United States and designated by the Borrower in the applicable Borrowing Request. (b) Unless the Administrative Agent receives notice from a Lender before the proposed date of any Borrowing that such Lender will not make its share of such Borrowing available to the Administrative Agent, 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 of this Agreement Section 2.03(a) and that the Administrative Agent may, in reliance upon on such assumption, make a corresponding amount available to the Borrowers a corresponding amountBorrower. In such event, if a Lender has not in fact made its share of the applicable borrowing such Borrowing available to the Administrative Agent, then the applicable such Lender and (if such amount is not made available by such Lender within three Business Days of the Borrowers date of such Borrowing) the 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 day 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 (but including the interest rate applicable to the Loans and the credit risk of the Borrower) 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 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 Loan for such period, provided that nothing in this Section 2.03(b) shall impair the Borrower's rights against such Lender for failure to make such Lender's Loan. If such Lender pays its share of the applicable borrowing such amount to the Administrative Agent, then the such amount so paid 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.

Funding of Loans. (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 1:00 p.m., Toronto time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders, which Loan shall be in Canadian Dollars. The Lenders agree Administrative Agent will make such Loans available to Borrower by promptly crediting the amounts so received, in like funds, to an account of Borrower maintained with the Administrative Agent in Toronto. (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 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) of this Agreement Section 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 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 Rate costs incurred by the Administrative Agent for making such Lender’s share of such Borrowing or 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 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 periodApplicable Rate. If such Lender pays its share of the applicable borrowing such amount to the Administrative Agent, then the such 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’s Loan.

Funding of Loans. (a) Each Lender shall make the Loan to be made by it hereunder on the Effective Date by wire transfer of immediately available funds by 12:00 noon, New York City time, to the account most recently designated by the Administrative Agent for such purpose by notice to the Lenders. The Lenders agree Administrative Agent will make the Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to the account of the Borrower designated by it for such purpose and previously communicated to the Administrative Agent. (b) Unless the Administrative Agent shall have received notice from a Lender prior to the Effective Date that such Lender will not make the Loan to be made by it, 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 Loan on such date in accordance with the terms paragraph (a) of this Agreement Section 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 the amount of 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 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 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 periodLoans. If such Lender pays its share of the applicable borrowing such amount to the Administrative Agent, then the such amount so paid shall constitute such share included in Lender’s Loan. (c) The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the subject borrowing. Any payment by Commitments of the Borrowers Lenders are several and no Lender shall be without prejudice to responsible for any claim the Borrowers may have against a Lender that shall have failed other Lender’s failure to make such payment to the Administrative Agenta Loan as required.

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. 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. 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. (a) Each Lender shall make available to the Administrative Agent its Pro Rata Share of the principal amount of each Loan under each Credit Facility for which it has an Individual Commitment 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 Borrowers of the terms and conditions set forth in Article 12, make such funds available to the relevant Borrower on the date of the extension of credit by crediting the relevant Designated Account in immediately available funds unless otherwise irrevocably authorized and directed in the Drawdown Notice. (b) Unless the Administrative Agent has been notified by a Lender prior to 11:00 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 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 such 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, such 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. (c) The amount payable by such Lender to the Administrative Agent pursuant hereto shall be set forth in a certificate delivered by the Administrative Agent to such Lender and such 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 the subject borrowing. Any payment by Lender's Pro Rata Share of such Loan for purposes of this Agreement and shall entitle such 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. The Lenders agree (a) Each Lender shall make each Term Loan required to be made by it hereunder on the Closing Date by wire transfer of immediately available funds by 12:00 p.m., New York City time, or such other 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 applicable conditions precedent specified herein, the Administrative Agent will make the Term Loans available to the Borrowers by promptly crediting the proceeds so received, in like funds, to an account designated by the Borrowers in the applicable borrowing notice. (b) Unless the Administrative Agent shall have received notice from a Lender prior to the time set forth in Section 2.03(a) 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 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 of this Agreement Section 2.03(a) 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 Loan available to the Administrative Agent, then the applicable Lender and the Borrowers 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 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 NYFRB 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 Borrowers, 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 periodBorrowers 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 Borrowers, 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 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 AgentBorrowers.

Funding of Loans. (a) The Agent, for the account of the Lenders, shall disburse all Revolving Loans to the Borrower and shall handle all collections with respect to Collateral and the repayment of the Obligations. It is understood that for purposes of the Loans to the Borrower and for purposes of this Section 2 and prior to settlement among the Lenders agree on any Settlement Date, the Agent is using the funds of CIT/CS. (b) Unless the Agent shall have been notified in writing by any Lender prior to any advance to the Borrower that such Lender will not make the Administrative amount which would constitute its share of the borrowing on such date available to the Agent, the Agent may assume that each such Lender will fund timely its pro rata portion of each borrowing requested by shall make such amount available to the Borrowers in accordance with Agent on a Settlement Date, and the terms of this Agreement and that the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers Borrower for the benefit of the Borrower a corresponding amount. In Absent such eventnotice each Lender's obligation to make such share available on such date shall be absolute and unconditional, if a and such Lender has shall reimburse the Agent upon demand such Lender's ratable portion of such borrowing made available by the Agent. A certificate of the Agent submitted to any Lender with respect to any amount owing under this subsection shall be conclusive, absent manifest error. If such Lender's share of such borrowing is not in fact made its share of the applicable borrowing available to the Administrative AgentAgent by such Lender on the Settlement Date, then the applicable Lender and the Borrowers severally agree Agent shall be entitled to pay charge to the Administrative Borrower's account the amount advanced by the Agent forthwith on demand account of such corresponding amount in immediately available funds Lender's share with interest thereonthereon at the rate per annum applicable to Revolving Loans hereunder, for each day from and including the date such amount is made available to the Borrowers to but excluding the date payable within fifteen (15) days 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 demand 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 Borrower and such Lender shall pay such interest charge 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 Borrower's account and payment by the Borrowers demand with respect thereto shall be without prejudice to any claim rights which the Borrowers Agent or the Borrower may have against a such Lender that hereunder. Nothing contained in this subsection shall have relieve any Lender which has failed to make such payment available its ratable portion of any borrowing hereunder from its obligation to do so in accordance with the terms hereof. Nothing contained herein shall be deemed to obligate the Agent to make available to the Administrative AgentBorrower the full amount of a requested advance when the Agent has not received any Lender's pro rata share of such Revolving Loan or if the Agent otherwise has any notice that any of the Lenders will not advance its ratable portion thereof.

Funding of Loans. The Lenders agree (a) Each Revolving Lender shall make each Revolving Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 3:00 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. 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; provided that ABR Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.02(e) shall be remitted by the Administrative Agent to the Issuing Lender. (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 12:30 p.m., New York City time, on the date of such 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 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) of this Agreement Section 2.04 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 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 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 periodLoan. If such Lender pays its share of the applicable borrowing such amount to the Administrative Agent, then the such amount so paid shall constitute such share Lender’s Loan included in such Loan and the subject borrowing. Any payment by the Borrowers Borrower shall not be without prejudice obligated to any claim the Borrowers may have against a Lender that shall have failed to make repay such payment amount pursuant to the Administrative Agentpreceding sentence if not previously repaid.

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. (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 1:00 p.m., New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Lenders agree Administrative Agent will make such Loans available to Borrower by promptly crediting or otherwise transferring the amounts so received, in like funds, to an account of Borrower maintained with the Administrative Agent and designated by 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 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 of this Agreement Section 2.05(a) 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 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 that would be otherwise 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 periodLoan. If such Lender pays its share of the applicable borrowing such amount to the Administrative Agent, then the such 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’s Loan.

Funding of Loans. (a) Each Lender shall make each Loan to be made by it hereunder on the proposed date of the applicable Borrowing by wire transfer of immediately available funds by 12:00 noon, New York City time, to the account designated by the Administrative Agent for such purpose by notice to the applicable Lenders. The Lenders agree Administrative Agent made the Tranche A Term Loans available to the Borrower (i) by applying the amounts so received to the payment of the Existing Term Loans and all interest, fees and other amounts accrued or owing and not yet paid under the Existing Amended and Restated Credit Agreement and (ii) after such application, by crediting the remainder of the amounts so received, in immediately available funds, to the account of the Borrower designated by it for such purpose and previously communicated to the Administrative Agent. The Administrative Agent will make the Tranche B Term Loans available to the Borrower by crediting the amounts so received, in immediately available funds, to the account of the Borrower designated by it for such purpose and previously communicated to the Administrative Agent. (b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of the applicable Borrowing that such Lender will not make the Loan to be made by it, 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 Loan on such date in accordance with the terms paragraph (a) of this Agreement Section 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 the amount of 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 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 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 applicable Class of such interest paid by the Borrowers for such periodLoans. If such Lender pays its share of the applicable borrowing such amount to the Administrative Agent, then the such amount so paid shall constitute such share included in Lender’s Loan. (c) The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the subject borrowing. Any payment by Commitments of the Borrowers Lenders are several and no Lender shall be without prejudice to responsible for any claim the Borrowers may have against a Lender that shall have failed other Lender’s failure to make such payment to the Administrative Agenta Loan as required.

Funding of Loans. (a) Subject to the net funding provisions set forth below in this paragraph, 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 11:00 a.m., Tokyo time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Lenders agree Administrative Agent will make such Loans available to the applicable Borrower by promptly crediting the amounts so received, in like funds, to an account designated by the applicable Borrower in the Borrowing Request, provided that the Administrative Agent may in its discretion (if so requested in writing by any Lender at least three Business Days prior to the Draw Down Date) net the amount owed by any such Lender in connection with such draw down under this Agreement against amounts then owed to such Lender (or an Affiliate thereof) under the Existing Senior Unsecured Japanese Yen Revolving Credit Agreement to be repaid with proceeds of Loans under this Agreement (which written request shall also be signed by the applicable “Lender” under the Existing Senior Unsecured Japanese Yen Revolving Credit Agreement which would otherwise have been paid in cash with proceeds of the Loans hereunder). The amount so net-funded will be deemed to be a repayment of the equivalent amounts of such Lender’s claims under the Existing Senior Unsecured Japanese Yen Revolving Credit Agreement. It is understood that no such net-funding will apply to Mizuho Bank or its Affiliated lender under the Existing Senior Unsecured Japanese Yen Revolving Credit Agreement. (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 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 of this Agreement Section 2.04 and that the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers applicable 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 applicable 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 applicable 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 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, compensation and (bii) in the case of a payment to be made by the Borrowersapplicable Borrower, the interest rate applicable to Adjusted Base Rate BorrowingsLoans. If the Borrowers applicable 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 such Borrower the amount of such interest paid by the Borrowers such Borrower for such period. If such Lender pays its share of the applicable borrowing Loan to the Administrative Agent, then the amount so paid shall constitute such share Lender’s Loan included in the subject borrowingsuch Loan. Any payment by the Borrowers such Borrower shall be without prejudice to any claim the Borrowers such Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Funding of Loans. (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 2:00 p.m., New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Lenders agree Administrative Agent will promptly make the proceeds of each such Loan available to the relevant Borrowers in like funds at the account of such Borrowers designated by the Administrative Borrower in the Borrowing Request. (b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of the funding of the Loans that such Lender will not make available to the Administrative Agent such Lender’s share of such Loans, 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 of this Agreement Section 2.08(a) 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 Agentis a Defaulting Lender, 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 (ai) in the case of a payment to be made by such any Lender, the greater of the Federal Funds Effective 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 (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 periodABR Loans. If such Lender pays its share of the applicable borrowing such amount to the Administrative Agent, then the such amount so paid 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 AgentLoans.

Funding of Loans. (a) Each Lender shall make its Loan on the Effective Date by wire transfer of immediately available funds by 12:00 noon, New York City time, to the account of the Administrative Agent designated by it for such purpose by notice to the Lenders. The Lenders agree Administrative Agent will make such Loans available to the Borrower by promptly disbursing the amounts so received, in like funds, to a deposit account of the Borrower designated by the Borrower in the applicable Borrowing Request. (b) Unless the Administrative Agent shall have received written notice from a Lender prior to the proposed time its Loan is required to be made by such Lender in accordance with paragraph (a) of this Section that such Lender will not make available to the Administrative Agent such Lender’s Loan, the Administrative Agent may assume that each such Lender will fund timely has made its pro rata portion of each borrowing requested by the Borrowers Loan available on such date in accordance with the terms paragraph (a) of this Agreement Section 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 such 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 (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 reasonably 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 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 periodLoans. If such Lender pays its share of the applicable borrowing such amount to the Administrative Agent, then the amount so paid principal portion of such payment 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’s Loan.

Funding of Loans. (a) Each Lender shall make each Loan to be made by it hereunder, whether a Revolving Loan, or Term Loan, on the proposed date thereof by wire transfer of immediately available funds by 12:00 noon, New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Lenders agree Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to an account of the Borrower maintained with the Administrative Agent in New York City and designated by the Borrower in the applicable Borrowing Request. (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 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) of this Agreement Section 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 severally agree 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 LenderAgent at, 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 or similar fees customarily charged by . A certificate of the Administrative Agent in connection submitted to any Lender with the foregoing, and respect to any amounts owing under this subsection (b) shall be conclusive in the case absence 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 periodmanifest error. If such Lender pays its share of the applicable borrowing such amount to the Administrative Agent, then the such amount so paid shall constitute such share Lender’s Loan included in the subject borrowingsuch 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 If such payment Lender’s share of such Loan is not made available to the Administrative AgentAgent by such Lender within three (3) Business Days of such date such amount is made available to the Borrower, the Administrative Agent shall also be entitled to seek recovery of such amount with interest thereon at the rate applicable to such Loan, on demand, from the Borrower.

Funding of Loans. (a) Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly (and in any event prior to 4:00 pm (New York City time) on the date such Notice of Borrowing is received by the Administrative Agent) inform the Relevant Lenders as to the terms thereof. Each Relevant Lender shall make its Commitment Percentage of the requested Loan available to the Administrative Agent by 12:00 noon (New York City time) on the Extension Date specified in the Notice of Borrowing by deposit in the relevant currency of immediately available funds to the Relevant Payment Account. The Lenders agree amount of the requested Loan shall then be made available to the Relevant Borrower by the Administrative Agent (subject to the other terms and conditions of this Agreement) by crediting the Relevant Borrower’s Account to the extent the amount of such Loan is made available to the Administrative Agent. (b) No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make Loans hereunder, and 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 Relevant Lender prior to the Extension Date of any such Loan that such Lender does not intend to make available to the Administrative Agent its Commitment Percentage of the Loan 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 Extension Date of such Loan, 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 Relevant 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 AgentAgent by any Relevant Lender, then the applicable Lender and the Borrowers severally agree to pay to the Administrative Agent forthwith on demand shall be entitled to recover such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such Relevant Lender. If such Relevant Lender does not pay such corresponding amount is made available to the Borrowers to but excluding the date of payment to promptly 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 therefor, the Administrative Agent shall promptly remit to notify the Borrowers Relevant Borrower, and the Relevant Borrower shall immediately repay such corresponding 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. The Administrative Agent shall also be entitled to recover from the Defaulting Lender or the Relevant Borrower, then as the case may be, interest on such corresponding amount so paid shall constitute in respect of each day from the date such share included corresponding amount was made available by the Administrative Agent to the Relevant Borrower to the date such corresponding amount is recovered by the Administrative Agent at a rate equal to (a) from the Relevant Borrower, the rate applicable to such Loan pursuant to the Notice of Borrowing, or (b) from the Defaulting Lender at (i) in the subject borrowing. Any payment by case of any U.S. Dollar obligation, the Borrowers shall be without prejudice Federal Funds Rate plus 100 basis points for the period to and including the second Business Day from the commencement of such first mentioned period and thereafter the U.S. Prime Rate plus 1.0% or the U.S. Base Rate plus 1.0%, as applicable, (ii) in the case of any claim Canadian Dollar obligation, the Borrowers may have against a Lender that shall have failed Bank of Canada Overnight Rate plus 100 basis points for the period to make and including the second Business Day following the commencement of such payment period and, thereafter at the Canadian Prime Rate plus 1.0%, and (iii) in the case of any EUROLIBOR Loan, the Interest Rate applicable to the Administrative Agentsuch Loan plus 1.0%, and in each case otherwise in accordance with Section 3.11.

Funding of Loans. The Lenders agree a. Each Revolving Lender shall make each Revolving Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 3:00 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. 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; provided that ABR Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.02(e) shall be remitted by the Administrative Agent to the Issuing Lender. 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 12:30 p.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) of this Agreement Section 2.04 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 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 periodLoan. If such Lender pays its share of the applicable borrowing such amount to the Administrative Agent, then the such amount so paid shall constitute such share Lender’s Loan included in such Loan and the subject borrowing. Any payment by the Borrowers Borrower shall not be without prejudice obligated to any claim the Borrowers may have against a Lender that shall have failed to make repay such payment amount pursuant to the Administrative Agentpreceding sentence if not previously repaid.

Funding of Loans. (a) Loans shall be made by the Lenders pro rata in accordance with their respective Commitment Percentages, provided, however, that the failure of any Lender to make any Loan shall not relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). (b) Each of the Lenders authorizes the Administrative Agent to advance all Revolving Credit Loans which are requested by the Borrowers during any calendar week, subject to the terms and conditions of this Agreement. On such day or days as the Administrative Agent shall designate, but at least once per week (each such day being referred to herein as a "Settlement Date"), whether or not the Commitments have been terminated, a Default has occurred, the Obligations have been accelerated or the Administrative Agent is proceeding to liquidate the Collateral, the Administrative Agent shall, as promptly as practicable during normal business hours, effect a wire transfer of immediately available funds to each Lender of the amount, if any, payable to such Lender, or each Lender shall transfer to the Administrative Agent sufficient immediately available federal funds to reimburse the Administrative Agent for each such Lender's pro rata share of all Revolving Credit Loans made by the Administrative Agent since the previous Settlement Date, in each case after taking into account payments and collections received by the Administrative Agent and applied to the Revolving Credit Loans, so that after giving effect to such transfers by the Administrative Agent to the Lenders or by the Lenders to the Administrative Agent, as the case may be, the Administrative Agent's Note Record shall correctly reflect each Lender's pro rata share of outstanding Revolving Credit Loans. All Revolving Credit Loans made by the Administrative Agent on behalf of the Lenders (including Revolving Credit Loans representing unpaid Reimbursement Obligations) shall be, for purposes of interest income and charges, considered to be Revolving Credit Loans from such Lenders to the Borrowers and reflected in the Note Records of the Administrative Agent and the Lenders (as among the Administrative Agent and the Lenders) at such time as the Administrative Agent receives from such Lenders funds as provided in this Section 2.4, and prior to such time such Revolving Credit Loans shall be considered, for purposes of interest income and other charges, to be Revolving Credit Loans from the Administrative Agent and so reflected in the Note Record of the Administrative Agent. (c) The Administrative Agent may notify the Lenders agree of any requested Loan and of the Drawdown Date thereof and the amount of each Lender's pro rata share of such Loan, and not later than 1:00 p.m. (Boston time) on the proposed Drawdown Date of such Loan, each Lender will make available to the Administrative Agent, at its head office, in immediately available funds, the amount of such Lender's Commitment Percentage of the amount of such requested Loan. Upon receipt by the Administrative Agent of such amount, and upon receipt of the documents required by Section 3 and the satisfaction of the other conditions set forth therein (to the extent applicable), the Administrative Agent will make available to the Borrowers the aggregate amount of such Loan. The Administrative Agent may, unless notified to the contrary by any Lender prior to a Drawdown Date, assume that each Lender has made available to the Administrative Agent on such Drawdown Date the amount of such Lender's Commitment Percentage of the Loans to be made on such Drawdown Date, and 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(but it shall not be required to), in reliance upon such assumption, make available to the Borrowers a corresponding amount. In If any Lender makes available to the Administrative Agent such eventamount on a date after such Drawdown Date, if a such Lender has not shall pay to the Administrative Agent on demand an amount equal to the product of (i) the average, computed for the period referred to in fact made its share clause (iii) below, of the applicable borrowing weighted average interest rate paid by the Administrative Agent for federal funds acquired by the Administrative Agent during each day included in such period, times (ii) the amount of such Lender's Commitment Percentage of any such Loans times (iii) a fraction, the numerator of which is the number of days that elapse from and including such Drawdown Date to the date on which the amount of such Lender's Commitment Percentage of such Loans shall become immediately available to the Administrative Agent, then the applicable Lender and the Borrowers severally agree denominator of which is 365. A statement of the Administrative Agent submitted to pay such Lender with respect to any amounts owing under this paragraph shall be prima facie evidence of the amount due and owing to the Administrative Agent forthwith on demand by such corresponding Lender. If the amount in immediately available funds with interest thereon, for each day from and including the date of such amount Lender's Commitment Percentage of such Loans is not 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 Agent by such Lender, the greater of the Federal Funds Rate or a rate determined by the Administrative Agent in accordance Lender 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 three (b3) 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 Business Days following such Lender shall pay such interest to the Administrative Agent for the same or an overlapping periodDrawdown Date, the Administrative Agent shall promptly remit be entitled to recover such amount from the Borrowers on demand, with interest thereon at the rate per annum applicable to the Borrowers Loans made on such Drawdown Date. (d) The failure or refusal of any Lender to make available to the Administrative Agent at the aforesaid time and place on any Settlement Date or Drawdown Date the amount of its Commitment Percentage of any Loans shall not relieve any other Lender from its several obligation hereunder to make available to the Administrative Agent the amount of such interest paid by the Borrowers for such period. If such Lender pays its share other Lender's Commitment Percentage 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 AgentLoans.

Funding of Loans. (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 1:00 p.m., New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Lenders agree Administrative Agent will (subject to receipt of the same from the Lenders) 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 Borrowing Request. (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 Lender’s share of such Loan, the Administrative Agent may (but is not required to) 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 of this Agreement Section 2.04 and that the Administrative Agent maymay (in its sole discretion), 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 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 or similar fees customarily charged by the Administrative Agent in connection with the foregoing, compensation and (bii) in the case of a payment to be made by the BorrowersBorrower, the interest rate applicable to Adjusted Base Rate BorrowingsLoans. 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 Loan to the Administrative Agent, then the amount so paid shall constitute such share Lender’s Loan included in the subject borrowingsuch Loan. 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. Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender will make its pro rata share of the Loans available to the Administrative Agent by 1:00 p.m. on the Closing Date 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 Term Loan 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. The Administrative Agent will make the proceeds of such Loans available to the Borrower promptly after it receives funds from the Lenders agree as described in the preceding paragraph. Unless the Administrative 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 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. (a) Each Lender shall make available to the Administrative Agent its Pro Rata Share of the principal amount of each Loan under the Facility prior to 11:00 a.m. (New York time) on the date of the extension of credit. (b) The Lenders agree Administrative Agent shall, upon fulfilment by the Borrower of the terms and conditions set forth in Article 13 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). (c) 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 . (d) 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 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 Lxxxxx, repay such amount to the Administrative Agent forthwith after demand therefor by the Administrative Agent. (e) The amount payable by each Lender to the Administrative Agent pursuant to this Agreement 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. (f) 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. (a) Each Lender shall make each Loan to be made by it hereunder on the Closing Date by wire transfer of immediately available funds by 12:00 noon, New York City time, to the account of the Agent most recently designated by it for such purpose by notice to the Lenders. The Lenders agree Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to the Funding Account. (a) Unless the Agent shall have received notice from a Lender prior to the Closing Date that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the 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) of this Agreement Section 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 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 (ai) 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 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 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 periodABR Loans. If such Lender pays its share of the applicable borrowing such amount to the Administrative Agent, then the such amount so paid 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.

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. (a) Each Lender making a Loan hereunder shall wire the principal amount thereof in immediately available funds, by 1:00 p.m., Prevailing Eastern Time, on the proposed date of such Loan, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Lenders agree Administrative Agent shall make such funds available to the Borrower by promptly crediting the amounts so received, in like funds, to an account of the Borrower maintained with the Administrative Agent in Cleveland, Ohio and designated by the Borrower in the applicable Borrowing Request; provided that Base Rate Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e) will be remitted by the Administrative Agent to the applicable Letter of Credit Issuer. (b) Unless the Administrative Agent receives notice from a Lender before the proposed date of any Borrowing that such Lender will not make its share of such Borrowing available to the Administrative Agent, 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 of this Agreement Section 2.06(a) and that the Administrative Agent may, in reliance upon on such assumption, make a corresponding amount available to the Borrowers a corresponding amountBorrower. In such event, if a Lender has not in fact made its share of the applicable borrowing such Borrowing available to the Administrative Agent, then the applicable such 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 day 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 reasonably 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 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 periodLoans. If such Lender pays its share of the applicable borrowing such amount to the Administrative Agent, then the such amount so paid 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.

Funding of Loans. (a) Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly (and in any event prior to 1:00 pm (New York City time) on the date such Notice of Borrowing is received by the Administrative Agent) inform the Relevant Lenders as to the terms thereof. Each Relevant Lender shall make its Commitment Percentage of the requested Loan available to the Administrative Agent by 12:00 noon (New York City time) on the Extension Date specified in the Notice of Borrowing by deposit in the relevant currency of immediately available funds to the Relevant Payment Account. The Lenders agree amount of the requested Loan shall then be made available to the Relevant Borrower by the Administrative Agent (subject to the other terms and conditions of this Agreement) by crediting the Relevant Borrower's Account to the extent the amount of such Loan is made available to the Administrative Agent. (b) No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make Loans hereunder, and 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 Relevant Lender prior to the Extension Date of any such Loan that such Lender does not intend to make available to the Administrative Agent its Commitment Percentage of the Loan 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 Extension Date of such Loan, 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 Relevant 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 AgentAgent by any Relevant Lender, then the applicable Lender and the Borrowers severally agree to pay to the Administrative Agent forthwith on demand shall be entitled to recover such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such Relevant Lender. If such Relevant Lender does not pay such corresponding amount is made available to the Borrowers to but excluding the date of payment to promptly 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 therefor, the Administrative Agent shall promptly remit to notify the Borrowers Relevant Borrower, and the Relevant Borrower shall immediately repay such corresponding 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. The Administrative Agent shall also be entitled to recover from the Defaulting Lender or the Relevant Borrower, then as the case may be, interest on such corresponding amount so paid shall constitute in respect of each day from the date such share included corresponding amount was made available by the Administrative Agent to the Relevant Borrower to the date such corresponding amount is recovered by the Administrative Agent at a rate equal to (a) from the Relevant Borrower, the rate applicable to such Loan pursuant to the Notice of Borrowing, or (b) from the Defaulting Lender at (i) in the subject borrowing. Any payment by case of any U.S. Dollar obligation, the Borrowers shall be without prejudice Federal Funds Rate plus 100 basis points for the period to and including the second Business Day from the commencement of such first mentioned period and thereafter the U.S. Prime Rate plus 1.0% or the U.S. Base Rate plus 1.0%, as applicable, (ii) in the case of any claim Canadian Dollar obligation, the Borrowers may have against a Lender that shall have failed Bank of Canada Overnight Rate plus 100 basis points for the period to make and including the second Business Day following the commencement of such payment period and, thereafter at the Canadian Prime Rate plus 1.0%, and (iii) in the case of any EUROLIBOR Loan, the Interest Rate applicable to the Administrative Agentsuch Loan plus 1.0%, and in each case otherwise in accordance with Section 3.11.

Funding of Loans. (a) Each Lender shall make its ratable portion of the Kxxx-XxXxx Advance and/or the Western Gas Advance available by wire transfer of immediately available funds by 11:30 a.m., New York City time, on the Borrowing Date for such Kxxx-XxXxx Advance or Western Gas Advance, respectively, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Lenders agree Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to an account of the Borrower designated by the Borrower in the Borrowing Request. (b) Unless the Administrative Agent shall have received notice from a Lender prior to the Borrowing Date in connection with the Kxxx-XxXxx Advance or the Western Gas Advance, as the case may be, that such Lender will not make available to the Administrative Agent its Loan to be made in connection therewith, 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 Loan available on such date in accordance with the terms of this Agreement Section 2.12(a) 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 AgentLoan in connection therewith, then the applicable each such 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 (ai) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate or cost incurred by the Administrative Agent for making the proceeds of such Lender’s Loan available to the Borrower and 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 (bii) in the case of a payment to be made by the BorrowersBorrower, the interest rate applicable to Adjusted Alternate 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 periodLoans. If such Lender pays its share of the applicable borrowing such amount to the Administrative Agent, then the such 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’s Loan.

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 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 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. The Lenders agree (a) Each DIP Lender shall make each DIP Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 11:00 a.m10:00 a.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 DIP Lenders. Upon satisfaction or waiver of the conditions precedent specified herein, the Administrative Agent will make such DIP Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to an account of the Borrower in accordance with Section 2.04(c)Section 2.04(c). (b) Unless the Administrative Agent shall have received notice from a DIP Lender prior to the proposed date of any DIP Loan that such DIP Lender will not make available to the Administrative Agent such DIP Lender’s share of such DIP Loan, the Administrative Agent may assume that each such DIP 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) of this Agreement Section 2.04Section 2.04 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 DIP Lender has not in fact made its share of the applicable borrowing DIP Loan available to the Administrative Agent, then the applicable DIP 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 DIP 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 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 periodDIP Loan. If such DIP Lender pays its share of the applicable borrowing such amount to the Administrative Agent, then the such amount so paid shall constitute such share DIP Lender’s DIP Loan included in such DIP Loan and the subject borrowingBorrower shall not be obligated to repay such amount pursuant to the preceding sentence if not previously repaid. (c) All DIP Loan Proceeds (less any agreed upon amounts to be retained for payments allocable under Section 2.06(a)(iii) and (v)Section 2.06(a)(iii) and Section 2.06(a)(iv)) shall be deposited into the Disbursement Account on the date of funding pending such use of proceeds. Any payment Amounts in the Disbursement Account shall only be utilized in accordance with the use of proceeds restrictions set forth in Section 2.06Section 2.06. (d) The Borrower will request to fund the full amount of the Tranche C Commitments and Tranche A Commitments, on a pro rata basis, if any remaining, on or prior to the first date on which the DIP Lenders fund any DIP Commitments in excess of the sum of the Tranche C Commitments, the Tranche A Commitments and any other DIP Commitments approved by the Borrowers shall be without prejudice to any claim Bankruptcy Court as of the Borrowers may have against a Lender that shall have failed to make such payment to the Administrative AgentClosing Date.

Funding of Loans. The Lenders agree (a) Each Revolving Lender shall make each Revolving Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 3:00 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. 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; provided that ABR Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.02(e) shall be remitted by the Administrative Agent to the Issuing Lender. (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) of this Agreement Section 2.04 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 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 periodLoan. If such Lender pays its share of the applicable borrowing such amount to the Administrative Agent, then the such amount so paid shall constitute such share Lender’s Loan included in such Loan and the subject borrowing. Any payment by the Borrowers Borrower shall not be without prejudice obligated to any claim the Borrowers may have against a Lender that shall have failed to make repay such payment amount pursuant to the Administrative Agent.preceding sentence if not previously repaid. 92544055_10

Funding of Loans. Each Lender shall make its Interim Loan Commitment Percentage of the Interim Loan Committed Amount available to the Administrative Agent by 1:00 p.m. on the Closing Date by deposit, in Dollars, of immediately available funds at the Agency Services Address. The amount of the Interim 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 Interim Loans are made available to the Administrative Agent. All Interim Loans made on the Closing Date shall be Base Rate Loans unless the Borrower delivers a funding indemnity letter in form and substance reasonably acceptable to the Administrative Agent at least three (3) Business Days prior to the Closing Date. Thereafter, all or any portion of the Interim Loans may be converted into Eurodollar Loans in accordance with the terms of Section 2.2. The obligations of the Lenders agree hereunder to make Interim Loans and to make payments pursuant to Section 10.7 are several and not joint. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make Interim 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 Interim Loan that such Lender does not intend to make available to the Administrative Agent its portion of the Interim 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 Interim 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 Borrowers Borrower at the Base Rate 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. (a) Each Lender shall make available to the Administrative Agent its Pro Rata Share of the principal amount of each Loan under the Facility prior to 11:00 a.m. (New York time) on the date of the extension of credit. (b) 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). (c) 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 . (d) 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. (e) The amount payable by each Lender to the Administrative Agent pursuant to this Agreement 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. (f) 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. The Lenders agree (a) Each Revolving Lender shall make each Revolving Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 3:00 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. 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; provided that ABR Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.02(e) shall be remitted by the Administrative Agent to the Issuing Lender. (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) of this Agreement Section 2.04 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 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 periodLoan. If such Lender pays its share of the applicable borrowing such amount to the Administrative Agent, then the such amount so paid shall constitute such share Lender’s Loan included in such Loan and the subject borrowing. Any payment by the Borrowers Borrower shall not be without prejudice obligated to any claim the Borrowers may have against a Lender that shall have failed to make repay such payment amount pursuant to the Administrative Agentpreceding sentence if not previously repaid.

Funding of Loans. (a) The Lenders agree Borrower may obtain credit hereunder by way of an extension of credit by delivering an irrevocable written notice to the Agent. (b) 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 Xxxxxxxx delivered to the Administrative Agent, subject to the notice requirements contained hereunder (the “Advance Date”). The 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 Lender will fund timely its pro rata such Xxxxxx 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 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 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 Canadian Prime 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 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. 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 1:00 p.m., New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. Subject to Section 5.02, the Administrative Agent will make such Loans available to the Borrower by promptly crediting or otherwise transferring the amounts so received, in like funds, to an account of the Borrower maintained with the Administrative Agent and designated by the Borrower in the applicable Borrowing Request. (b) Unless the Administrative Agent shall have received notice from a Term Lender prior to the Initial Funding Date that such Lender will not make available to the Administrative Agent such Lender's share of the Term Loans, the Administrative Agent may assume that each such Lender will fund timely its pro rata portion of each borrowing requested by has made such share available on the Borrowers Initial Funding Date in accordance with the terms paragraph (a) of this Agreement Section 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 Term Lender has not in fact made its share of the applicable borrowing Term Loans 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 (ai) in the case of a payment to be made by such Term 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 that would be otherwise applicable to Adjusted Base Rate Borrowingssuch Borrowing. 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 a Term Lender pays its share of the applicable borrowing required amount to the Administrative Agent, then the such 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's Term Loan.

Funding of Loans. (a) Each Lender shall make each Loan to be made by it hereunder on the Closing Date by wire transfer of immediately available funds by 12:00 noon, New York City time, to the account of the Agent most recently designated by it for such purpose by notice to the Lenders. The Lenders agree Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to the Funding Account. (b) Unless the Agent shall have received notice from a Lender prior to the Closing Date that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the 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) of this Agreement Section 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 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 (ai) 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 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 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 periodABR Loans. If such Lender pays its share of the applicable borrowing such amount to the Administrative Agent, then the such amount so paid 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.

Funding of Loans. The (a) Each Lender shall make each Loan required to be made by it hereunder on the Closing Date by wire transfer of immediately available funds by 12:00 p.m., New York City time, or such other 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; provided that Revolving Loans may be made by the Revolving Lenders agree directly to the Borrower to the extent feasible and approved by the Revolving Lenders. Upon satisfaction or waiver of the applicable conditions precedent specified herein, the Administrative Agent will make the Loans available to the Borrower by promptly crediting the proceeds so received, in like funds, to an account designated by the Borrower in the applicable borrowing notice. (b) Unless the Administrative Agent shall have received written 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 of this Agreement Section 2.04(a) 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 NYFRB 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 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 AgentBorrower.

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. (a) Each Lender shall make each Loan to be made by it hereunder on the proposed date of the applicable Borrowing by wire transfer of immediately available funds by 12:00 noon, New York City time, to the account designated by the Administrative Agent for such purpose by notice to the applicable Lenders. The Lenders agree Administrative Agent made the Tranche A Term Loans available to the Borrower (i) by applying the amounts so received to the payment of the Existing Term Loans and all interest, fees and other amounts accrued or owing and not yet paid under the Existing Amended and Restated Credit Agreement and (ii) after such application, by crediting the remainder of the amounts so received, in immediately available funds, to the account of the Borrower designated by it for such purpose and previously communicated to the Administrative Agent. The Administrative Agent made the Tranche B Term Loans, the Tranche B II Term Loans, the Tranche B III Term Loans and will make the Tranche B 2019 Term Loans and the Tranche B 2016 Term Loans and any Loans of any Additional Tranche, available to the Borrower by crediting the amounts so received, in immediately available funds, to the account of the Borrower designated by it for such purpose and previously communicated to the Administrative Agent. (b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of the applicable Borrowing that such Lender will not make the Loan to be made by it, 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 Loan on such date in accordance with the terms paragraph (a) of this Agreement Section 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 the amount of 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 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 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 applicable Class of such interest paid by the Borrowers for such periodLoans. If such Lender pays its share of the applicable borrowing such amount to the Administrative Agent, then the such amount so paid shall constitute such share included in Lender’s Loan. (c) The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the subject borrowing. Any payment by Commitments of the Borrowers Lenders are several and no Lender shall be without prejudice to responsible for any claim the Borrowers may have against a Lender that shall have failed other Lender’s failure to make such payment to the Administrative Agenta Loan as required.

Funding of Loans. (a) 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 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 respect of such Loan. (b) If, in the subject borrowingsole judgement of a Lender (each such Lender, a “Fronted Lender”), such Fronted Lender is unable to extend credit by way of Prime Rate Loans or Base Rate Canada Loans (each such Loan, a “Fronted Loan”) in accordance with this agreement, such Lender shall give an irrevocable notice to such effect to the Administrative Agent, the Fronting Lender and the relevant Borrower prior to 10:00 a.m. (Toronto time) on the date of the requested credit extension. Any payment Upon receipt of any such irrevocable notice, the Fronting Lender shall advance, in the place and stead of the relevant Fronted Lender, such Fronted Lender's Pro Rata Share of such Fronted Loan. All interest payments and principal repayments of or in respect of Fronted Loans, to the extent advanced by the Fronting Lender, shall be solely for the account of the Fronted Lenders in their respective pro rata shares. Notwithstanding anything to the contrary herein contained or contrary to the provisions of applicable law, (I) if a Default occurs and is continuing or (II) if the Fronting Lender so requires, and there are then outstanding any Fronted Loans, then, effective on the day of notice to that effect to the Fronted Lenders from the Fronting Lender, the Borrowers shall be without prejudice deemed to any claim have requested, and hereby request, an extension of credit by way of drawdown of an amount of Prime Rate Loans and/or Base Rate Canada Loans sufficient to repay the Borrowers may have against a Lender that Fronted Lenders' Pro Rata Share of the Fronted Loans and accrued and unpaid interest in respect thereof, and on the day of receipt of such notice, each of the other Fronted Lenders shall have failed to make such payment disburse to the Administrative AgentFronting Lender its respective Pro Rata Share of such amounts and such amounts shall thereupon be deemed to have been advanced by the Fronted Lenders to the relevant Borrower. If a Fronted Lender does not disburse to the Fronting Lender its respective Pro Rata Share of any amount under this Section then, for the purpose only of any distributions or payments to such Fronted Lenders (and not, for greater certainty, for purposes of any obligations of such Fronted Lenders, including those under Section 14.10), including any distribution or payment with respect to the relevant Borrower in the event of any enforcement or realization proceedings or any bankruptcy, winding-up, liquidation, arrangement, compromise or composition, the Individual Commitments of such Lender shall be deemed to be nil and the Individual Commitments of the Fronting Lender shall be increased by the Individual Commitment of such Fronted Lender until the amounts owed by the relevant Borrower are outstanding to each Fronted Lender in accordance with its Pro Rata Share determined without regard to this sentence. If any amount disbursed by a Fronted Lender to the Fronting Lender under this Section and deemed to have been advanced to the relevant Borrower must be repaid by the Fronting Lender or by such Fronted Lender to the relevant Borrower then no reduction of the Fronted Loans as contemplated above shall be deemed to have occurred, but the relevant Fronted Lenders shall purchase participations in the Fronted Loans (without recourse to the Fronting Lender) for an amount or otherwise effect transactions to achieve the financial results contemplated by this Section. For certainty, it is hereby acknowledged and agreed that the Fronted Lenders shall be obligated to advance their Pro Rata Share of an extension of credit by way of drawdown contemplated by the Section 3.2(b) and to disburse to the Fronted Lender their Pro Rata Shares of the Fronted Loan referenced therein irrespective of: (i) whether a Default or Event of Default is then continuing or whether any other condition in Article 12 is met; and (ii) whether the relevant Borrower has in fact actually requested such extension of credit by way of drawdown (by delivery of a Drawdown Notice or otherwise).

Funding of Loans. (a) Loans shall be made by the Lenders pro rata in accordance with their respective Applicable Percentages for such Loans, provided, however that the failure of any Lender to make any Loan required to be made by it hereunder shall not relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). (b) The Administrative Agent shall notify the Term Lenders agree or Revolving Credit Lenders, as the case may be, of each requested Loan and of the Drawdown Date thereof and the amount of each Term Lender’s or Revolving Credit Lender’s pro rata share of such Loan. If such notice is given by the close of the Administrative Agent’s business on the Business Day on which the Administrative Agent receives an effective Notice of Borrowing or Conversion as provided in Section 2.3, each Lender will, not later than 1:00 p.m. Pacific time on the proposed Drawdown Date of such Loan, make available to the Administrative Agent, at its head office, in immediately available funds, the amount of such Lender’s pro rata share of the amount of such requested Loan. Upon receipt by the Administrative Agent of such amount, and upon the satisfaction of the conditions set forth in Section 4.1 or 4.2 (to the extent applicable), the Administrative Agent will make available to the Borrowers the aggregate amount of such Loan. (c) The Administrative Agent may, unless notified to the contrary by any Term Lender or Revolving Credit Lender, as the case may be, prior to a Drawdown Date, assume that each Term Lender or Revolving Credit Lender, as the case may be, has made available to the Administrative Agent on such Drawdown Date the amount of such Lender’s Applicable Percentage of the Loans to be made on such Drawdown Date, and 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(but it shall not be required to), in reliance upon such assumption, make available to the Borrowers a corresponding amount. In If any such eventLender makes available to the Administrative Agent such amount on a date after such Drawdown Date, if a such Lender has not shall pay to the Administrative Agent on demand an amount equal to the product of (i) the average, computed for the period referred to in fact made its share clause (iii) below, of the applicable borrowing weighted average interest rate paid by the Administrative Agent for federal funds acquired by the Administrative Agent during each day included in such period, times (ii) the amount of such Lender’s Applicable Percentage of any such Loans times (iii) a fraction, the numerator of which is the number of days that elapse from and including such Drawdown Date to the date on which the amount of such Lender’s Applicable Percentage of such Revolving Credit Loans shall become immediately available to the Administrative Agent, then the applicable Lender and the Borrowers severally agree denominator of which is 365. A statement of the Administrative Agent submitted to pay such Lender with respect to any amounts owing under this paragraph shall be prima facie evidence of the amount due and owing to the Administrative Agent forthwith on demand by such corresponding Lender absent manifest error. If the amount in immediately available funds with interest thereon, for each day from and including the date of such amount Lender’s Applicable Percentage of such Loans is not 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 Agent 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 Lender within three (b3) 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 Business Days following such Lender shall pay such interest to the Administrative Agent for the same or an overlapping periodDrawdown Date, the Administrative Agent shall promptly remit be entitled to recover such amount from the Borrowers on demand, with interest thereon at the rate per annum applicable to the Borrowers the amount of Loans made on 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 AgentDrawdown Date.

Funding of Loans. (a) Each Lender shall make each Loan to be made by it hereunder on the proposed date of the applicable Borrowing by wire transfer of immediately available funds by 12:00 noon, New York City time, to the account designated by the Administrative Agent for such purpose by notice to the applicable Lenders. The Lenders agree Administrative Agent made the Tranche A Term Loans available to the Borrower (i) by applying the amounts so received to the payment of the Existing Term Loans and all interest, fees and other amounts accrued or owing and not yet paid under the Existing Amended and Restated Credit Agreement and (ii) after such application, by crediting the remainder of the amounts so received, in immediately available funds, to the account of the Borrower designated by it for such purpose and previously communicated to the Administrative Agent. The Administrative Agent made the Tranche B Term Loans, the Tranche B II Term Loans, the Tranche B III Term Loans, the Tranche B 2019 Term Loans, the Tranche B 2016 Term Loans and the Tranche B-II 2019 Term Loans, and will make the Tranche B-III 2019 Term Loans and any Loans of any Additional Tranche, available to the Borrower by crediting the amounts so received, in immediately available funds, to the account of the Borrower designated by it for such purpose and previously communicated to the Administrative Agent. (b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of the applicable Borrowing that such Lender will not make the Loan to be made by it, 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 Loan on such date in accordance with the terms paragraph (a) of this Agreement Section 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 the amount of 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 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 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 applicable Class of such interest paid by the Borrowers for such periodLoans. If such Lender pays its share of the applicable borrowing such amount to the Administrative Agent, then the such amount so paid shall constitute such share included in Lender’s Loan. (c) The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the subject borrowing. Any payment by Commitments of the Borrowers Lenders are several and no Lender shall be without prejudice to responsible for any claim the Borrowers may have against a Lender that shall have failed other Lender’s failure to make such payment to the Administrative Agenta Loan as required.

Funding of Loans. (a) Each Lender shall make the Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 1:00 p.m., New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Lenders agree Administrative Agent will make such Loans available to Borrower by promptly crediting or otherwise transferring the amounts so received, in like funds, to an account of Borrower maintained with the Administrative Agent and designated by 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 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 of this Agreement Section 2.04(a) 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 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 that would be otherwise 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 periodLoan. If such Lender pays its share of the applicable borrowing such amount to the Administrative Agent, then the such 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’s Loan.

Funding of Loans. (a) Upon receipt of a Notice of Borrowing, the Agent shall promptly inform the Lenders as to the terms thereof. Each Lender shall make its Commitment Percentage of the requested Loan 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 principal offices of the Agent in New York, New York or at such other address as the Agent may designate in writing. The Lenders agree amount of the requested Loan 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 Loan is made available to the Agent. (b) 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 (in the case of Eurodollar Loans) or the time of any such Loan (in the case of Base Rate Loans) 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 by any Lender, the 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, then the applicable Lender 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) if from the Borrower, the applicable rate for such Loan pursuant to the Borrowers to but excluding the date Notice of payment to the Administrative Agent, at Borrowing and (aii) in the case of if from 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. (a) Each Lender having a Commitment shall make each Loan to be made by it hereunder on the Restatement Date by wire transfer of immediately available funds by 12:30 p.m., New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Lenders agree Administrative Agent will apply such amounts to pay lenders under the Existing Credit Agreement the aggregate outstanding principal amount of the loans under the Existing Credit Agreement of such lenders that will not be continued hereunder and held by the Continuing Lenders. (b) Unless the Administrative Agent shall have received notice from a Lender prior to the Restatement Date that such Lender will not make available to the Administrative Agent the funds required to be made available by such Lender under Section 2.01, 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 funds available on such date in accordance with the terms paragraph (a) of this Agreement Section and that the Administrative Agent may, in reliance upon such assumption, make available to repay Loans from Lenders under the Borrowers Existing Credit Agreement in a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable borrowing funds 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 (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 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 periodABR Loans. If such Lender pays its share of the applicable borrowing such amount to the Administrative Agent, then the such amount so paid shall constitute such share Lender’s Loan included in the subject borrowingsuch Borrowing. Any It is agreed that no payment by the Borrowers shall Borrower under this paragraph will be without prejudice subject to any claim the Borrowers may have against a Lender that shall have failed to make such break-funding payment to the Administrative Agentunder Section 2.12.

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. (a) Each Lender shall make the Loan to be made by it hereunder on the Effective Date by wire transfer of immediately available funds by 12:00 noon, New York City time, to the account designated by the Administrative Agent for such purpose by notice to the Lenders. The Lenders agree Administrative Agent will make the Loans available to the Borrower (i) by applying the amounts so received to the payment of the Existing Term Loans and all interest, fees and other amounts accrued or owing and not yet paid under the Existing Amended and Restated Credit Agreement and (ii) after such application, by crediting the remainder of the amounts so received, in immediately available funds, to the account of the Borrower designated by it for such purpose and previously communicated to the Administrative Agent. (b) Unless the Administrative Agent shall have received notice from a Lender prior to the Effective Date that such Lender will not make the Loan to be made by it, 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 Loan on such date in accordance with the terms paragraph (a) of this Agreement Section 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 the amount of 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 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 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 periodLoans. If such Lender pays its share of the applicable borrowing such amount to the Administrative Agent, then the such amount so paid shall constitute such share included in Lender’s Loan. (c) The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the subject borrowing. Any payment by Commitments of the Borrowers Lenders are several and no Lender shall be without prejudice to responsible for any claim the Borrowers may have against a Lender that shall have failed other Lender’s failure to make such payment to the Administrative Agenta Loan as required.

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].

Funding of Loans. The (a) Revolving Credit Loans shall be made by the Lenders agree PRO RATA in accordance with their respective Revolving Credit Commitments, PROVIDED, HOWEVER, that the Administrative failure of any Lender to make any Loan shall not relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). (b) The Agent may shall promptly notify the Lenders of each Notice of Borrowing or Conversion received pursuant to Section 2.4 and of each Lender's portion of the requested Loan. Not later than 1:00 p.m. (Boston time) on the proposed Drawdown Date of such Loan, each Lender will make available to the Agent, at its head office, in immediately available funds, the amount of such Lender's PRO RATA share of the amount of such requested Loan. Upon receipt by the Agent of such amount, and upon receipt of the documents required by Section 3 and the satisfaction of the other conditions set forth therein (to the extent applicable) the Agent will make available to the Borrower the aggregate amount of such Loan. The failure or refusal of any Lender to make available to the Agent at the aforesaid time and place on any Drawdown. Date the amount of its PRO RATA share of any. requested Loans shall not relieve any other Lender from its several obligation hereunder to make available to the Agent the amount of such other Lender's PRO RATA share of any requested Loans. (c) The Agent may, unless notified to the contrary by any Lender prior to a Drawdown Date, assume that each Lender will fund timely its pro rata portion has made available to the Agent on such Drawdown Date the amount of each borrowing requested by such Lender's PRO RATA share of the Borrowers in accordance with Loans to be made on such Drawdown Date, and the terms of this Agreement and that the Administrative Agent maymay (but it shall not be required to), in reliance upon such assumption, make available to the Borrowers Borrower a corresponding amount. In such event, if a If any Lender has not in fact made its share of the applicable borrowing makes available to the Administrative AgentAgent such amount on a date after such Drawdown Date, then the applicable such Lender and the Borrowers severally agree to shall pay to the Administrative Agent forthwith on demand such corresponding an amount equal to the product of (i) the average, computed for the period referred to in immediately available clause (iii) below, of the weighted average interest rate paid by the Agent for federal funds with interest thereon, for acquired by the Agent during each day included in such period, TIMES (ii) the amount of such Lender's PRO RATA share of any such Loans TIMES (iii) a fraction, the numerator of which is the number of days that elapse from and including such Drawdown Date to the date on which the amount of such Lender's PRO RATA share of such Loans shall become immediately available to the Agent, and the denominator of which is 365. A statement of the Agent submitted to such Lender with respect to any amounts owing under this paragraph shall be PRIMA FACIE evidence of the amount due and owing to the Agent by such Lender. If the amount of such Lender's PRO RATA share of such Loans is not made available to the Borrowers Agent by such Lender within three (3) Business Days following such Drawdown Date, the Agent shall be entitled to but excluding recover such amount from the date of payment Borrower on demand, with interest thereon at the rate per annum applicable to the Administrative Agent, at (a) in the case of a payment to be Revolving Credit Loans made by on 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 AgentDrawdown Date.

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. (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 1:00 p.m., New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Lenders agree Administrative Agent will make such Loans available to the applicable Borrower by promptly crediting the amounts so received, in like funds, to an account designated by the applicable Borrower in the applicable Borrowing Request. (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 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 of this Agreement Section 2.04 and that the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers applicable 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 applicable 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 applicable 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 or similar fees customarily charged by the Administrative Agent in connection with the foregoing, compensation and (bii) in the case of a payment to be made by the Borrowersapplicable Borrower, the interest rate applicable to Adjusted Base Rate BorrowingsABR Loans. If the Borrowers applicable 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 such Borrower the amount of such interest paid by the Borrowers such Borrower for such period. If such Lender pays its share of the applicable borrowing Loan to the Administrative Agent, then the amount so paid shall constitute such share Lender’s Loan included in the subject borrowingsuch Loan. Any payment by the Borrowers such Borrower shall be without prejudice to any claim the Borrowers such Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

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. (a) Each Lender shall make its Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 1:00 p.m., New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Lenders agree 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 Borrowing Request. (b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of the Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of the Loans, 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) of this Agreement Section 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 Loans 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 (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 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 periodLoans. If such Lender pays its share of the applicable borrowing such amount to the Administrative Agent, then the such amount so paid 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 AgentLoans.

Funding of Loans. (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, if later in the case of a Federal Funds Rate Borrowing, 60 minutes after the Administrative Agent advises such Lender pursuant to the last sentence of Section 2.03, of the details of a Borrowing Request made by the Borrower to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders; provided that Swingline Loans and Uncommitted Swingline Loans shall be made as provided in Sections 2.05 and 2.06, respectively. The Lenders agree Administrative Agent will, subject to the proviso set forth in Section 2.10(a), make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to an account of the Borrower maintained with the Administrative Agent in New York City or such other account of the Borrower designated by the Borrower in the applicable Borrowing Request. (b) Unless the Administrative Agent shall have received notice from a Lender not later than one (1) Business Day prior to the proposed date of any 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 of each borrowing requested by the Borrowers has made such share available on such date in accordance with the terms paragraph (a) of this Agreement Section 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 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 (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 applicable to Adjusted Base Federal Funds 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 periodLoans. If such Lender pays its share of the applicable borrowing such amount to the Administrative Agent, then the (x) such amount so paid shall constitute such share Lender’s Loan included in such Borrowing, and (y) if the subject borrowing. Any payment by Borrower has also paid such amount, such amount (excluding, for the Borrowers avoidance of doubt, any interest paid pursuant to clause (ii) above) shall be without prejudice to any claim the Borrowers may have against a Lender that shall have failed to make such payment promptly refunded to the Administrative AgentBorrower.