Common use of Funding of Loans Clause in Contracts

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 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 such Lender has made such amount available to the Administrative Agent on 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 Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent, the 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 Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from the Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (a) from the Borrower at the applicable rate for such Loan pursuant to the Notice of Borrowing and (b) from a Lender at the Federal Funds Rate.

Funding of Loans. Upon receipt (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 Notice Drawdown Date, also a lender under an applicable JPY Tranche A Facility being repaid with the net proceeds of Borrowingsuch 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 shall promptly inform will be entitled to apply amounts funded by any Lender under this Agreement towards the Lenders as to repayment of amounts then due under a JPY Tranche A Facility (and net settle such amounts vis a vis the terms thereofBorrower) regardless of whether the Lender funding such amounts is also a lender being concurrently repaid under such JPY Tranche A Facility. Each Lender The Administrative Agent will make its pro rata share of the such Loans available to the Administrative Agent Borrower by 2:00 p.m. on promptly crediting the date specified amounts so received, after reducing the amount of the Administration Fee (as defined in the Notice of Borrowing by deposit (in DollarsAgency Fee Letter) of immediately available funds at which 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 such Lender has made such amount available Borrower owes to the Administrative Agent on the date of such LoansDrawdown Date, and the Administrative Agent in reliance upon such assumptionlike funds, may (in its sole discretion without any obligation to do so) make available to the Borrower a corresponding amount. If such corresponding amount is not account designated in fact made available to the Administrative Agent, the 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 Borrower shall immediately pay such corresponding amount to the Administrative AgentSection 2.03. The Administrative Agent Lenders shall also make such Loan to an account to be entitled to recover from the Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available notified by the Administrative Agent to the Borrower Lenders prior to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (a) from the Borrower at the applicable rate for such Loan pursuant to the Notice of Borrowing and (b) from a Lender at the Federal Funds RateDrawdown Date.

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 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 '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 such Lender has made such amount available to the Administrative Agent on 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 Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent, the 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 's demand therefor, the Administrative Agent will promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from the Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (a) from the Borrower at the applicable rate for such Loan pursuant to the Notice of Borrowing and (b) from a Lender at the Federal Funds Effective Rate.

Funding of Loans. Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender 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 Pro Rata Share of the Loans principal amount of each Loan prior to 11:00 a.m. (Toronto time) on the date of the extension of credit. The 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 made on 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 dateLender will not make available to the Administrative Agent its Pro Rata Share of such Loan, the Administrative Agent may assume that such Lender has made such amount portion of the Loan available to the Administrative Agent on the date of such Loans, the extension of credit in accordance with the provisions hereof and the Administrative Agent may, in reliance upon such assumption, may (in its sole discretion without any obligation to do so) make available to the Borrower on such date a corresponding amount. If the Administrative Agent has made such corresponding amount is assumption, to the extent such Lender shall not in fact have so made its Pro Rata Share of the Loan available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not agrees to pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent will promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The , forthwith on demand, such Lender’s Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Administrative Agent shall also be entitled to recover from in connection therewith together with interest thereon at the Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of then prevailing interbank rate for each day from the date such corresponding amount was is made available to the 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 date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal required herein, the amount so paid shall constitute such Lender’s Pro Rata Share of the Loan for purposes of this agreement and shall entitle the Lender to (a) from all rights and remedies against the Borrower at the applicable rate for in respect of such Loan pursuant to the Notice of Borrowing and (b) from a Lender at the Federal Funds RateLoan.

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 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 Commitment Share of the Loans principal amount of each Loan under the Credit Facility prior to be made 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 of the terms and conditions set forth in Article 12, make such datefunds 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 Agent its Commitment Share of such Loan, the Administrative Agent may assume that such Lender has made such amount portion of the Loan available to the Administrative Agent on the date of such Loans, the Accommodation in accordance with the provisions hereof and the Administrative Agent may, in reliance upon such assumption, may (in its sole discretion without any obligation to do so) make available to the Borrower on such date a corresponding amount. If the Agent has made such assumption, to the extent such Lender shall not have so made its Commitment Share of the Loan available to the Agent, such corresponding amount is not in fact made available to by the Administrative Agent, the 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 thereforconstitute a Loan hereunder, the Administrative Agent will promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from the Lender or the Borrowersuch Lender, as the case may beby way of reimbursement, interest on such corresponding amount together with all reasonable costs incurred by the Agent in respect of connection therewith and interest thereon (calculated at the then prevailing interbank rate for each day from the date such corresponding amount is made available to the Borrower until such amount is reimbursed to the Agent), for each day from the date such amount was made available by the Administrative Agent to the Borrower until such amounts are reimbursed; provided that if the Lender fails to pay then the Borrower shall reimburse such amounts to the date Agent. The amount payable by such corresponding amount is recovered Lender to the Agent pursuant hereto shall be set forth in a certificate delivered by the Administrative Agent at a per annum rate equal to (a) from such Lender and the Borrower at (which certificate shall contain reasonable details of how the applicable rate for amount payable is calculated) and shall constitute prima facie evidence of such Loan pursuant amount payable. If such Lender makes the payment to the Notice Agent required herein, the amount so paid shall constitute such Lender's Commitment Share of Borrowing the Loan for purposes of this agreement and (b) from shall entitle the Lender to all rights and remedies against the Borrower in respect of such Loan. The failure of any Lender to make available to the Agent its Commitment Share of a Loan shall not relieve any other Lender at of its obligation hereunder to make available to the Federal Funds RateAgent 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 Subject 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 Yorkand conditions hereof, 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 Pro Rata Share of the Loans 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 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 made on 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 dateLender will not make available to the Administrative Agent its Pro Rata Share of such Loan, the Administrative Agent may assume that such Lender has made such amount portion of the Loan available to the Administrative Agent on the date of such Loans, the extension of credit in accordance with the provisions hereof and the Administrative Agent may, in reliance upon such assumption, may (in its sole discretion without any obligation to do so) make available to the Borrower on such date a corresponding amount. If the Administrative Agent has made such corresponding amount is assumption, to the extent such Lender shall not in fact have so made its Pro Rata Share of the Loan available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not agrees to pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent will promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The , forthwith on demand, such Lender’s Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Administrative Agent shall also be entitled to recover from in connection therewith together with interest thereon at the Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of then prevailing interbank rate for each day from the date such corresponding amount was is made available to the 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 date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal required herein, the amount so paid shall constitute such Lender’s Pro Rata Share of the Loan for purposes of this agreement and shall entitle the Lender to (a) from all rights and remedies against the Borrower at the applicable rate for in respect of such Loan pursuant to the Notice of Borrowing and (b) from a Lender at the Federal Funds RateLoan.

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 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 Pro Rata Share of the Loans 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 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 made on 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 dateLender will not make available to the Administrative Agent its Pro Rata Share of such Loan, the Administrative Agent may assume that such Lender has made such amount portion of the Loan available to the Administrative Agent on the date of such Loans, the extension of credit in accordance with the provisions hereof and the Administrative Agent may, in reliance upon such assumption, may (in its sole discretion without any obligation to do so) make available to the Borrower on such date a corresponding amount. If the Administrative Agent has made such corresponding amount is assumption, to the extent such Lender shall not in fact have so made its Pro Rata Share of the Loan available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not agrees to pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent will promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The , forthwith on demand, such Lender’s Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Administrative Agent shall also be entitled to recover from in connection therewith together with interest thereon at the Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of then prevailing interbank rate for each day from the date such corresponding amount was is made available to the 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 Credit Agreement shall constitute prima facie evidence of such amount payable. If such Lender makes the payment to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal required herein, the amount so paid shall constitute such Lender’s Pro Rata Share of the Loan for purposes of this agreement and shall entitle the Lender to (a) from all rights and remedies against the Borrower at the applicable rate for in respect of such Loan pursuant to the Notice of Borrowing and (b) from a Lender at the Federal Funds RateLoan.

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 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 Pro Rata Share of the Loans principal amount of each Loan under either Credit Facility prior to 11:00 a.m. (Vancouver time) on the date of the extension of credit. The 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 made on 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 dateLender will not make available to the Administrative Agent its Pro Rata Share of such Loan, the Administrative Agent may assume that such Lender has made such amount portion of the Loan available to the Administrative Agent on the date of such Loans, the extension of credit in accordance with the provisions hereof and the Administrative Agent may, in reliance upon such assumption, may (in its sole discretion without any obligation to do so) make available to the Borrower on such date a corresponding amount. If the Administrative Agent has made such corresponding amount is assumption, to the extent such Lender shall not in fact have so made its Pro Rata Share of the Loan available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not agrees to pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent will promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The , forthwith on demand, such Lender’s Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Administrative Agent shall also be entitled to recover from in connection therewith together with interest thereon at the Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of then prevailing interbank rate for each day from the date such corresponding amount was is made available to the 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 date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal required herein, the amount so paid shall constitute such Lender’s Pro Rata Share of the Loan for purposes of this agreement and shall entitle the Lender to (a) from all rights and remedies against the Borrower at the applicable rate for in respect of such Loan pursuant to the Notice of Borrowing and (b) from a Lender at the Federal Funds Rate.Loan. DM_TOR/208573-00204/2193933.9

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 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 Pro Rata Share of the Loans 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 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 made on 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 dateLender will not make available to the Administrative Agent its Pro Rata Share of such Loan, the Administrative Agent may assume that such Lender has made such amount portion of the Loan available to the Administrative Agent on the date of such Loans, the extension of credit in accordance with the provisions hereof and the Administrative Agent may, in reliance upon such assumption, may (in its sole discretion without any obligation to do so) make available to the Borrower on such date a corresponding amount. If the Administrative Agent has made such corresponding amount is assumption, to the extent such Lender shall not in fact have so made its Pro Rata Share of the Loan available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not agrees to pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent will promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The , forthwith on demand, such Lender’s Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Administrative Agent shall also be entitled to recover from in connection therewith together with interest thereon at the Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of then prevailing interbank rate for each day from the date such corresponding amount was is made available to the 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 promptly after demand therefor by the Administrative Agent. The amount payable by each Lender to the Administrative Agent pursuant hereto shall be set forth in a certificate delivered by the Administrative Agent to such Lender and the Borrower (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 date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal required herein, the amount so paid shall constitute such Lender’s Pro Rata Share of the Loan for purposes of this Agreement and shall entitle the Lender to (a) from all rights and remedies against the Borrower at the applicable rate for in respect of such Loan pursuant to the Notice of Borrowing and (b) from a Lender at the Federal Funds RateLoan.

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 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 Pro Rata Share of the Loans principal amount of each Loan prior to 11:00 a.m. (Toronto time) on the date of the extension of credit. The 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 relevant Designated Account (or causing such account to be made on 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 dateLender will not make available to the Administrative Agent its Pro Rata Share of such Loan, the Administrative Agent may assume that such Lender has made such amount portion of the Loan available to the Administrative Agent on the date of such Loans, the extension of credit in accordance with the provisions hereof and the Administrative Agent may, in reliance upon such assumption, may (in its sole discretion without any obligation to do so) make available to the Borrower on such date a corresponding amount. If the Administrative Agent has made such corresponding amount is assumption, to the extent such Lender shall not in fact have so made its Pro Rata Share of the Loan available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not agrees to pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent will promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The , forthwith on demand, such Lender’s Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Administrative Agent shall also be entitled to recover from in connection therewith together with interest thereon at the Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of then prevailing interbank rate for each day from the date such corresponding amount was is made available to the 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 date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal required herein, the amount so paid shall constitute such Lender’s Pro Rata Share of the Loan for purposes of this agreement and shall entitle the Lender to (a) from all rights and remedies against the Borrower at the applicable rate for in respect of such Loan pursuant to the Notice of Borrowing and (b) from a Lender at the Federal Funds Rate.Loan. Credit Agreement - Primero Mining

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 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 Pro Rata Share of the Loans 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 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 made on 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 dateLender will not make available to the Administrative Agent its Pro Rata Share of such Loan, the Administrative Agent may assume that such Lender has made such amount portion of the Loan available to the Administrative Agent on the date of such Loans, the extension of credit in accordance with the provisions hereof and the Administrative Agent may, in reliance upon such assumption, may (in its sole discretion without any obligation to do so) make available to the Borrower on such date a corresponding amount. If the Administrative Agent has made such corresponding amount is assumption, to the extent such Lender shall not in fact have so made its Pro Rata Share of the Loan available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not agrees to pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent will promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The , forthwith on demand, such Lender's Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Administrative Agent shall also be entitled to recover from in connection therewith together with interest thereon at the Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of then prevailing interbank rate for each day from the date such corresponding amount was is made available to the 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 date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal required herein, the amount so paid shall constitute such Lender's Pro Rata Share of the Loan for purposes of this agreement and shall entitle the Lender to (a) from all rights and remedies against the Borrower at the applicable rate for in respect of such Loan pursuant to the Notice of Borrowing and (b) from a Lender at the Federal Funds RateLoan.

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 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 Pro Rata Share of the Loans 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 Administrative Agent shall, upon fulfilment by the BorrowerBorrowers of the terms and conditions set forth in Article 12 and unless otherwise irrevocably authorized and directed in the Drawdown Notice, make such funds available to the applicable Borrower as designated in such Drawdown Notice on the date of the extension of credit by crediting the applicable Designated Account (or causing such account to be made on 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 dateLender will not make available to the Administrative Agent its Pro Rata Share of such Loan, the Administrative Agent may assume that such Lender has made such amount portion of the Loan available to the Administrative Agent on the date of such Loans, the extension of credit in accordance with the provisions hereof and the Administrative Agent may, in reliance upon such assumption, may (in its sole discretion without any obligation to do so) make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent has made such corresponding amount is assumption, to the extent such Lender shall not in fact have so made its Pro Rata Share of the Loan available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not agrees to pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent will promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The , forthwith on demand, such Lender’s Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Administrative Agent shall also be entitled to recover from in connection therewith together with interest thereon at the Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of then prevailing interbank rate for each day from the date such corresponding amount was is made available to the applicable Borrower until the date such amount is paid or repaid to the Administrative Agent; provided, however, that notwithstanding such obligation, if such Lender fails so to pay, the BorrowerBorrowers shall, without prejudice to any rights that the BorrowerBorrowers might have against such Lender, repay such amount to the Administrative Agent forthwith promptly after demand therefor by the Administrative Agent. The amount payable by each Lender to the Administrative Agent pursuant hereto shall be set forth in a certificate delivered by the Administrative Agent to such Lender and the Borrower Representative (which certificate shall contain reasonable details of how the amount payable is calculated) and shall constitute prima facie evidence of such amount payable. If such Lender makes the payment to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal required herein, the amount so paid shall constitute such Lender’s Pro Rata Share of the Loan for purposes of this Agreement and shall entitle the Lender to (a) from all rights and remedies against the Borrower at the applicable rate for BorrowerBorrowers in respect of such Loan pursuant to the Notice of Borrowing and (b) from a Lender at the Federal Funds RateLoan.

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 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 Pro Rata Share of the Loans 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 Administrative Agent shall, upon fulfilment by the relevant Borrower of the terms and conditions set forth in Article 12, 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 made on credited) unless otherwise irrevocably authorized and directed in the Drawdown Notice. 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 dateLender will not make available to the Administrative Agent its Pro Rata Share of such Loan, the Administrative Agent may assume that such Lender has made such amount portion of the Loan available to the Administrative Agent on the date of such Loans, the extension of credit in accordance with the provisions hereof and the Administrative Agent may, in reliance upon such assumption, may (in its sole discretion without any obligation to do so) make available to the relevant Borrower on such date a corresponding amount. If the Administrative Agent has made such corresponding amount is assumption, to the extent such Lender shall not in fact have so made its Pro Rata Share of the Loan available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not agrees to pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent will promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The , forthwith on demand, such Lender's Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Administrative Agent shall also be entitled to recover from in connection therewith together with interest thereon at the Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of then prevailing interbank rate for each day from the date such corresponding amount was is made available to the 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 date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal required herein, the amount so paid shall constitute such Lender's Pro Rata Share of the Loan for purposes of this agreement and shall entitle the Lender to (a) from all rights and remedies against the relevant Borrower at the applicable rate for in respect of such Loan pursuant to the Notice of Borrowing and (b) from a Lender at the Federal Funds RateLoan.

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 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 Pro Rata Share of the Loans principal amount of each Loan prior to 11:00 a.m. (Toronto time) on the date of the extension of credit. The Administrative Agent shall, upon fulfilment by the Borrowers of the terms and conditions set forth in Article 12 and unless otherwise irrevocably authorized and directed in the Drawdown Notice, make such funds available to the Borrowers on the date of the extension of credit by crediting the relevant Designated Account (or causing such account to be made on 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 dateLender will not make available to the Administrative Agent its Pro Rata Share of such Loan, the Administrative Agent may assume that such Lender Xxxxxx has made such amount portion of the Loan available to the Administrative Agent on the date of such Loans, the extension of credit in accordance with the provisions hereof and the Administrative Agent may, in reliance upon such assumption, may (in its sole discretion without any obligation to do so) make available to the Borrower Borrowers on such date a corresponding amount. If the Administrative Agent has made such corresponding amount is assumption, to the extent such Lender shall not in fact have so made its Pro Rata Share of the Loan available to the Administrative Agent, the Administrative Agent shall be able such Xxxxxx agrees 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 Borrower shall immediately pay such corresponding amount to the Administrative Agent. The , forthwith on demand, such Xxxxxx’s Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Administrative Agent shall also be entitled to recover from in connection therewith together with interest thereon at the Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of then prevailing interbank rate for each day from the date such corresponding amount was is made available to the Borrowers 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 Borrowers shall, without prejudice to any rights that the Borrowers 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 Borrowers (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 date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal required herein, the amount so paid shall constitute such Lender’s Pro Rata Share of the Loan for purposes of this agreement and shall entitle the Lender to (a) from all rights and remedies against the Borrower at the applicable rate for Borrowers in respect of such Loan pursuant to the Notice of Borrowing and (b) from a Lender at the Federal Funds RateLoan.

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 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 Pro Rata Share of the Loans 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 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 made on 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 dateLender will not make available to the Administrative Agent its Pro Rata Share of such Loan, the Administrative Agent may assume that such Lender has made such amount portion of the Loan available to the Administrative Agent on the date of such Loans, the extension of credit in accordance with the provisions hereof and the Administrative Agent may, in reliance upon such assumption, may (in its sole discretion without any obligation to do so) make available to the Borrower on such date a corresponding amount. If the Administrative Agent has made such corresponding amount is assumption, to the extent such Lender shall not in fact have so made its Pro Rata Share of the Loan available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not agrees to pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent will promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The , forthwith on demand, such Lender’s Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Administrative Agent shall also be entitled to recover from in connection therewith together with interest thereon at the Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of then prevailing interbank rate for each day from the date such corresponding amount was is made available to the 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, Amended and Restated Credit Agreement 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 date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal required herein, the amount so paid shall constitute such Lender’s Pro Rata Share of the Loan for purposes of this agreement and shall entitle the Lender to (a) from all rights and remedies against the Borrower at the applicable rate for in respect of such Loan pursuant to the Notice of Borrowing and (b) from a Lender at the Federal Funds RateLoan.

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 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 Pro Rata Share of the Loans principal amount of each Loan prior to 11:00 a.m. (Toronto time) on the date of the extension of credit. The 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 relevant Designated Account (or causing such account to be made on 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 dateLender will not make available to the Administrative Agent its Pro Rata Share of such Loan, the Administrative Agent may assume that such Lender Lxxxxx has made such amount portion of the Loan available to the Administrative Agent on the date of such Loans, the extension of credit in accordance with the provisions hereof and the Administrative Agent may, in reliance upon such assumption, may (in its sole discretion without any obligation to do so) make available to the Borrower on such date a corresponding amount. If the Administrative Agent has made such corresponding amount is assumption, to the extent such Lender shall not in fact have so made its Pro Rata Share of the Loan available to the Administrative Agent, the Administrative Agent shall be able such Lxxxxx agrees 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 Borrower shall immediately pay such corresponding amount to the Administrative Agent. The , forthwith on demand, such Lxxxxx’s Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Administrative Agent shall also be entitled to recover from in connection therewith together with interest thereon at the Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of then prevailing interbank rate for each day from the date such corresponding amount was is made available to the 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. 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 date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal required herein, the amount so paid shall constitute such Lender’s Pro Rata Share of the Loan for purposes of this agreement and shall entitle the Lender to (a) from all rights and remedies against the Borrower at the applicable rate for in respect of such Loan pursuant to the Notice of Borrowing and (b) from a Lender at the Federal Funds RateLoan.

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 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 Pro Rata Share of the Loans 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 Administrative Agent shall, upon fulfilment by the relevant Borrower of the terms and conditions set forth in Article 12, 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 made on credited) unless otherwise irrevocably authorized and directed in the Drawdown Notice. 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 dateLender will not make available to the Administrative Agent its Pro Rata Share of such Loan, the Administrative Agent may assume that such Lender has made such amount portion of the Loan available to the Administrative Agent on the date of such Loans, the extension of credit in accordance with the provisions hereof and the Administrative Agent may, in reliance upon such assumption, may (in its sole discretion without any obligation to do so) make available to the relevant Borrower on such date a corresponding amount. If the Administrative Agent has made such corresponding amount is assumption, to the extent such Lender shall not in fact have so made its Pro Rata Share of the Loan available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not agrees to pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent will promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The , forthwith on demand, such Lender's Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Administrative Agent shall also be entitled to recover from in connection therewith together with interest thereon at the Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of then prevailing interbank rate for each day from the date such corresponding amount was is made available to the 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 date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal required herein, the amount so paid shall constitute such Lender's Pro Rata Share of the Loan for purposes of this agreement and shall entitle the Lender to (a) from all rights and remedies against the relevant Borrower at the applicable rate for in respect of such Loan pursuant to the Notice of Borrowing and (b) from a Lender at the Federal Funds RateLoan.

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 2:00 1:00 p.m. on the date specified in the Notice of Borrowing 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 Commitment 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 as described in the preceding paragraph. Unless the Administrative Agent shall have been notified by any Lender prior to the date 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 such Lender has made such amount available to the Administrative Agent on 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 Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent, the 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 Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from the Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (a) from the Borrower at the applicable rate for such Loan pursuant to the Notice of Borrowing Borrowing, if recovered from the Borrower, and (b) from a Lender at the Federal Funds Rate, if recovered from a Lender.

Funding of Loans. Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender will shall make its pro rata share Interim Loan Commitment Percentage of the Loans Interim Loan Committed Amount available to the Administrative Agent by 2:00 1:00 p.m. on the date specified in the Notice of Borrowing Closing Date by deposit (deposit, in Dollars) , of immediately available funds at the offices 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 its principal office 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 New York, New York, or at such other address as accordance with the Administrative Agent may designate in writingterms of Section 2.2. All Loans shall be made by The obligations of the Lenders pro rata on the basis of each Lender’s Commitment Percentagehereunder 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 such Lender has made such amount available to the Administrative Agent on 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 Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent, the 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 Borrower, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from the such Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (ai) from the Borrower at the applicable rate for such Loan pursuant to the Notice of Borrowing and Base Rate or (bii) from such Lender, at a Lender at rate per annum equal to, during the period to but excluding the date two Business Days after demand therefor, the Federal Funds Rate, and, thereafter, the Base Rate plus 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 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 Pro Rata Share of the Loans principal amount of each Loan prior to 11:00 a.m. (Toronto time) on the date of the extension of credit. The 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 made on 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 dateLender will not make available to the Administrative Agent its Pro Rata Share of such Loan, the Administrative Agent may assume that such Lender Xxxxxx has made such amount portion of the Loan available to the Administrative Agent on the date of such Loans, the extension of credit in accordance with the provisions hereof and the Administrative Agent may, in reliance upon such assumption, may (in its sole discretion without any obligation to do so) make available to the Borrower on such date a corresponding amount. If the Administrative Agent has made such corresponding amount is assumption, to the extent such Lender shall not in fact have so made its Pro Rata Share of the Loan available to the Administrative Agent, the Administrative Agent shall be able such Xxxxxx agrees 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 Borrower shall immediately pay such corresponding amount to the Administrative Agent. The , forthwith on demand, such Xxxxxx’s Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Administrative Agent shall also be entitled to recover from in connection therewith together with interest thereon at the Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of then prevailing interbank rate for each day from the date such corresponding amount was is made available to the 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 date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal required herein, the amount so paid shall constitute such Lender’s Pro Rata Share of the Loan for purposes of this agreement and shall entitle the Lender to (a) from all rights and remedies against the Borrower at the applicable rate for in respect of such Loan pursuant to the Notice of Borrowing Loan. Second Amended and (b) from a Lender at the Federal Funds Rate.Restated Credit Agreement

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 2:00 1:00 p.m. on the date specified in the Notice of Borrowing by deposit (in Dollars) of immediately available funds at the offices of the Administrative Agent at its principal office in 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 PercentageCommitment. 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 as described in the preceding paragraph. Unless the Administrative Agent shall have been notified by any Lender prior to the date 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 such Lender has made such amount available to the Administrative Agent on 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 Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent, the 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 Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from the Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (a) from the Borrower at the applicable rate for such Loan pursuant to the Notice of Borrowing Borrowing, if recovered from the Borrower, and (b) from a Lender at the Federal Funds Rate, if recovered from a Lender.

Funding of Loans. Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender will make its pro rata share of the Loans available to the Administrative Agent by 2:00 1:00 p.m. on the date specified in the Notice of Borrowing by deposit (in Dollars) of immediately available funds at the offices of the Administrative Agent at its principal office in 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 PercentageCommitment. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make Loans hereunder; 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 as described in the preceding paragraph. Unless the Administrative Agent shall have been notified by any Lender prior to the date 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 such Lender has made such amount available to the Administrative Agent on 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 Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent, the 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 Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from the Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (a) from the Borrower at the applicable rate for such Loan pursuant to the Notice of Borrowing Borrowing, if recovered from the Borrower, and (b) from a Lender at the Federal Funds Rate, if recovered from a Lender.

Funding of Loans. Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. (a) 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 Pro Rata Share of the Loans 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 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 made on 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 dateLender will not make available to the Administrative Agent its Pro Rata Share of such Loan, the Administrative Agent may assume that such Lender has made such amount portion of the Loan available to the Administrative Agent on the date of such Loans, the extension of credit in accordance with the provisions hereof and the Administrative Agent may, in reliance upon such assumption, may (in its sole discretion without any obligation to do so) make available to the relevant Borrower on such date a corresponding amount. If the Administrative Agent has made such corresponding amount is assumption, to the extent such Lender shall not in fact have so made its Pro Rata Share of the Loan available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not agrees to pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent will promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The , forthwith on demand, such Lender's Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Administrative Agent shall also be entitled to recover from in connection therewith together with interest thereon at the Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of then prevailing interbank rate for each day from the date such corresponding amount was is made available to the 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 date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal required herein, the amount so paid shall constitute such Lender's Pro Rata Share of the Loan for purposes of this agreement and shall entitle the Lender to (a) from all rights and remedies against the relevant Borrower at the applicable rate for in respect of such Loan pursuant to the Notice of Borrowing and (b) from a Lender at the Federal Funds RateLoan.

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 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 Pro Rata Share of the Loans principal amount of each Loan (other than a BA Rate Loan) under the Credit Facility prior to be made 10:00 a.m. (Toronto time) on the date of the extension of credit. The Agent shall, upon fulfilment by the Borrower of the terms and conditions set forth in Article 12, make such datefunds 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 Agent its Pro Rata Share of such Loan, the Administrative Agent may assume that such Lender has made such amount portion of the Loan available to the Administrative Agent on the date of such Loans, the extension of credit in accordance with the provisions hereof and the Administrative Agent may, in reliance upon such assumption, may (in its sole discretion without any obligation to do so) make available to the Borrower on such date a corresponding amount. If the Agent has made such corresponding amount is assumption, to the extent such Lender shall not in fact have so made its Pro Rata Share of the Loan available to the Administrative Agent, the Administrative Agent shall be able such Lxxxxx agrees 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 Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative , forthwith on demand, such Lxxxxx’s Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Agent shall also be entitled to recover from in connection therewith together with interest thereon at the Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of then prevailing interbank rate for each day from the date such corresponding amount was is made available by the Administrative Agent to the Borrower to until the date such corresponding amount is recovered paid or repaid to the 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 Agent forthwith after demand therefor by the Administrative Agent. The amount payable by such Lender to the Agent at pursuant hereto shall be set forth in a per annum rate equal certificate delivered by the Agent to (a) from such Lender and the Borrower at (which certificate shall contain reasonable details of how the applicable rate for amount payable is calculated) and shall constitute prima facie evidence of such Loan pursuant amount payable. If such Lender makes the payment to the Notice Agent required herein, the amount so paid shall constitute such Lender’s Pro Rata Share of Borrowing the Loan for purposes of this Agreement and (b) from a shall entitle such Lender at to all rights and remedies against the Federal Funds RateBorrower 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 will which has made an Individual Commitment under a particular Credit Facility shall make its pro rata share of the Loans available to the Administrative Agent by 2:00 p.m. its Pro Rata Share of the principal amount of each Loan under such Credit Facility, in the appropriate currency, prior to 11:00 a.m. (Toronto time) on the date specified of the extension of credit. The Agent shall, upon fulfilment by the Borrowers of the terms and conditions set forth in Article 12, make such funds available to the applicable Borrower on the date of the extension of credit by crediting the Designated Account (or causing such account to be credited) unless otherwise irrevocably authorized and directed 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 hereunderDrawdown Notice. Unless the Administrative Agent shall have has been notified by any a Lender at least two Banking Days prior to the date of any such Loan the extension of credit that such Lender does will not intend to make available to the Administrative Agent its portion Pro Rata Share of the Loans to be made on such dateLoan, the Administrative Agent may assume that such Lender has made such amount portion of the Loan available to the Administrative Agent on the date of such Loans, the extension of credit in accordance with the provisions hereof and the Administrative Agent may, in reliance upon such assumption, may (in its sole discretion without any obligation to do so) make available to the applicable Borrower on such date a corresponding amount. If the Agent has made such corresponding amount is assumption, to the extent such Lender shall not in fact have so made its Pro Rata Share of the Loan available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent shall be able to recover such corresponding amount from Agent, forthwith on demand, such Lender. If 's Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Agent in connection therewith together with interest thereon at the rate payable hereunder by 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 Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from the Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of such Loan for each day from the date such corresponding amount was is made available by the Administrative Agent to the such Borrower to until the date such corresponding amount is recovered paid or repaid to the 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 Agent forthwith after demand therefor by the Administrative Agent at a per annum rate equal to (a) from the Borrower at the applicable rate for such Loan pursuant Agent. The amount payable to the Notice Agent pursuant hereto shall be set forth in a certificate delivered by the Agent to such Lender and the Borrowers (which certificate shall contain reasonable details of Borrowing how the amount payable is calculated) and (b) from shall constitute prima facie evidence of such amount payable. If such Lender makes the payment to the Agent required herein, the amount so paid shall constitute such 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 Borrowers in respect of such Loan. The failure of any Lender to make available to the Agent its Pro Rata Share of a Loan shall not relieve any other Lender at of its obligation hereunder to make available to the Federal Funds RateAgent its Pro Rata Share of the Loan on the date of the credit.

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 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 Pro Rata Share of the Loans principal amount of each Loan under a particular Credit Facility prior to 11:00 a.m. (Toronto time) on the date of the extension of credit. The Administrative Agent shall, upon fulfilment by relevant Borrowers of the terms and conditions set forth in Article 12 and unless otherwise irrevocably authorized and directed in the Drawdown Notice, make such funds available to such Borrower on the date of the extension of credit by crediting the Designated Account (or causing such account to be made on 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 dateLender will not make available to the Administrative Agent its Pro Rata Share of such Loan, the Administrative Agent may assume that such Lender has made such amount portion of the Loan available to the Administrative Agent on the date of such Loans, the extension of credit in accordance with the provisions hereof and the Administrative Agent may, in reliance upon such assumption, may (in its sole discretion without any obligation to do so) make available to the requesting Borrower on such date a corresponding amount. If the Administrative Agent has made such corresponding amount is assumption, to the extent such Lender shall not in fact have so made its Pro Rata Share of the Loan available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not agrees to pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent will promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The , forthwith on demand, such Lender’s Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Administrative Agent shall also be entitled to recover from in connection therewith together with interest thereon at the Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of then prevailing interbank rate for each day from the date such corresponding amount was is made available to the 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 date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal required herein, the amount so paid shall constitute such Lender’s Pro Rata Share of the Loan for purposes of this agreement and shall entitle the Lender to (a) from all rights and remedies against the relevant Borrower at the applicable rate for in respect of such Loan pursuant to the Notice of Borrowing and (b) from a Lender at the Federal Funds Rate.Loan. 286042.00064/106711224.9 Credit Agreement - Equinox

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 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 Pro Rata Share of the Loans principal amount of each Loan prior to 11:00 a.m. (Toronto time) on the date of the extension of credit. The 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 relevant Designated Account (or causing such account to be made on 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 dateLender will not make available to the Administrative Agent its Pro Rata Share of such Loan, the Administrative Agent may assume that such Lender Xxxxxx has made such amount portion of the Loan available to the Administrative Agent on the date of such Loans, the extension of credit in accordance with the provisions hereof and the Administrative Agent may, in reliance upon such assumption, may (in its sole discretion without any obligation to do so) make available to the Borrower on such date a corresponding amount. If the Administrative Agent has made such corresponding amount is assumption, to the extent such Lender shall not in fact have so made its Pro Rata Share of the Loan available to the Administrative Agent, the Administrative Agent shall be able such Xxxxxx agrees 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 Borrower shall immediately pay such corresponding amount to the Administrative Agent. The , forthwith on demand, such Xxxxxx’s Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Administrative Agent shall also be entitled to recover from in connection therewith together with interest thereon at the Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of then prevailing interbank rate for each day from the date such corresponding amount was is made available to the 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 date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal required herein, the amount so paid shall constitute such Lender’s Pro Rata Share of the Loan for purposes of this agreement and shall entitle the Lender to (a) from all rights and remedies against the Borrower at the applicable rate for in respect of such Loan pursuant to the Notice of Borrowing and (b) from a Lender at the Federal Funds RateLoan.

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 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 Pro Rata Share of the Loans 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 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 made on 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 dateLender will not make available to the Administrative Agent its Pro Rata Share of such Loan, the Administrative Agent may assume that such Lender has made such amount portion of the Loan available to the Administrative Agent on the date of such Loans, the extension of credit in accordance with the provisions hereof and the Administrative Agent may, in reliance upon such assumption, may (in its sole discretion without any obligation to do so) make available to the Borrower on such date a corresponding amount. If the Administrative Agent has made such corresponding amount is assumption, to the extent such Lender shall not in fact have so made its Pro Rata Share of the Loan available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not agrees to pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent will promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The , forthwith on demand, such Lender’s Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Administrative Agent shall also be entitled to recover from in connection therewith together with interest thereon at the Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of then prevailing interbank rate for each day from the date such corresponding amount was is made available to the 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 date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal required herein, the amount so paid shall constitute such Lender’s Pro Rata Share of the Loan for purposes of this agreement and shall entitle the Lender to (a) from all rights and remedies against the Borrower at the applicable rate for in respect of such Loan pursuant to the Notice of Borrowing and (b) from a Lender at the Federal Funds RateLoan.

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 shall make its pro rata share Revolving Loan Commitment Percentage of the requested borrowing of Revolving Loans available to the Administrative Agent by 2:00 p.m. 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 date Business Day specified in the Notice of Borrowing Borrowing. The amount of the requested Revolving Loans will then be made available to the Borrower by deposit (in Dollars) of immediately available funds at the offices of the Administrative Agent at its principal office as directed by the Borrower in New Yorkwriting, New York, or at to the extent the amount of such other address as Revolving Loans are made available to 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 PercentageAgent. 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 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 such Lender has made such amount available to the Administrative Agent on 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 Borrower a corresponding amount. If such corresponding amount Lender’s portion of the Revolving Loans is not in fact made available to the Administrative Agent, the Administrative Agent shall be able to recover from such Lender an amount equal to such corresponding amount from such Lenderwhich the Administrative Agent has made available to the Borrower. 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 Borrower, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from the such Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date an amount equal to such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (ai) from the Borrower Borrower, at the applicable rate for such Revolving Loan pursuant to the Notice of Borrowing and or (bii) from a Lender such Lender, at the Federal Funds RateOvernight Rate plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing.

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 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 Pro Rata Share of the Loans principal amount of each Loan under a particular Credit Facility prior to 11:00 a.m. (Toronto time) on the date of the extension of credit. The 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 made on 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 dateLender will not make available to the Administrative Agent its Pro Rata Share of such Loan, the Administrative Agent may assume that such Lender has made such amount portion of the Loan available to the Administrative Agent on the date of such Loans, the extension of credit in accordance with the provisions hereof and the Administrative Agent may, in reliance upon such assumption, may (in its sole discretion without any obligation to do so) make available to the Borrower on such date a corresponding amount. If the Administrative Agent has made such corresponding amount is assumption, to the extent such Lender shall not in fact have so made its Pro Rata Share of the Loan available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not agrees to pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent will promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The , forthwith on demand, such Lender’s Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Administrative Agent shall also be entitled to recover from in connection therewith together with interest thereon at the Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of then prevailing interbank rate for each day from the date such corresponding amount was is made available to the 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 date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal required herein, the amount so paid shall constitute such Lender’s Pro Rata Share of the Loan for purposes of this agreement and shall entitle the Lender to (a) from all rights and remedies against the Borrower at the applicable rate for in respect of such Loan pursuant to the Notice of Borrowing and (b) from a Lender at the Federal Funds Rate.Loan. Credit Agreement - Orla

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 shall make its pro rata share Revolving Loan Commitment Percentage of the requested borrowing of Revolving Loans available to the Administrative Agent by 2:00 p.m. in Same Day Funds at the Agency Services Address for the applicable currency not later than 1:00 p.m., New York City Time, in each case on the date Business Day specified in the Notice of Borrowing Borrowing. The amount of the requested Revolving Loans will then be made available to the Borrower by deposit (in Dollars) of immediately available funds at the offices of the Administrative Agent at its principal office as directed by the Borrower in New Yorkwriting, New York, or at to the extent the amount of such other address as Revolving Loans are made available to 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 PercentageAgent. 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 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 such Lender Xxxxxx has made such amount available to the Administrative Agent on 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 Borrower a corresponding amount. If such corresponding amount Xxxxxx’s portion of the Revolving Loans is not in fact made available to the Administrative Agent, the Administrative Agent shall be able to recover from such Lender an amount equal to such corresponding amount from such Lenderwhich the Administrative Agent has made available to the Borrower. 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 Borrower, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from the such Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date an amount equal to such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (ai) from the Borrower Borrower, at the applicable rate for such Revolving Loan pursuant to the Notice of Borrowing and or (bii) from a Lender such Lender, at the Federal Funds RateOvernight Rate plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing.

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 which has made an Individual Commitment under a particular Credit Facility shall make its pro rata share of the Loans available to the Administrative Agent by 2:00 p.m. its Pro Rata Share of the principal amount of each Loan under such Credit Facility, in the appropriate currency, prior to 11:00 a.m. (Toronto time) on the date specified of the extension of credit. The Agent shall, upon fulfilment by the Borrowers of the terms and conditions set forth in Article 12, make such funds available to the applicable Borrower on the date of the extension of credit by crediting the Designated Account (or causing such account to be credited) unless otherwise irrevocably authorized and directed 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 hereunderDrawdown Notice. Unless the Administrative Agent shall have has been notified by any a Lender at least two Banking Days prior to the date of any such Loan the extension of credit that such Lender does will not intend to make available to the Administrative Agent its portion Pro Rata Share of the Loans to be made on such dateLoan, the Administrative Agent may assume that such Lender has made such amount portion of the Loan available to the Administrative Agent on the date of such Loans, the extension of credit in accordance with the provisions hereof and the Administrative Agent may, in reliance upon such assumption, may (in its sole discretion without any obligation to do so) make available to the applicable Borrower on such date a corresponding amount. If the Agent has made such corresponding amount is assumption, to the extent such Lender shall not in fact have so made its Pro Rata Share of the Loan available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent shall be able to recover such corresponding amount from Agent, forthwith on demand, such Lender. If ’s Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Agent in connection therewith together with interest thereon at the rate payable hereunder by 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 Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from the Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of such Loan for each day from the date such corresponding amount was is made available by the Administrative Agent to the such Borrower to until the date such corresponding amount is recovered paid or repaid to the 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 Agent forthwith after demand therefor by the Administrative Agent at a per annum rate equal to (a) from the Borrower at the applicable rate for such Loan pursuant Agent. The amount payable to the Notice Agent pursuant hereto shall be set forth in a certificate delivered by the Agent to such Lender and the Borrowers (which certificate shall contain reasonable details of Borrowing how the amount payable is calculated) and (b) from shall constitute prima facie evidence of such amount payable. If such Lender makes the payment to the Agent required herein, the amount so paid shall constitute such 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 Borrowers in respect of such Loan. The failure of any Lender to make available to the Agent its Pro Rata Share of a Loan shall not relieve any other Lender at of its obligation hereunder to make available to the Federal Funds RateAgent its Pro Rata Share of the Loan on the date of the credit.

Funding of Loans. Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as Subject 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 Yorkand conditions hereof, 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 Pro Rata Share of the Loans 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 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 made on 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 dateLender will not make available to the Administrative Agent its Pro Rata Share of such Loan, the Administrative Agent may assume that such Lender has made such amount portion of the Loan available to the Administrative Agent on the date of such Loans, the extension of credit in accordance with the provisions hereof and the Administrative Agent may, in reliance upon such assumption, may (in its sole discretion without any obligation to do so) make available to the Borrower on such date a corresponding amount. If the Administrative Agent has made such corresponding amount is assumption, to the extent such Lender shall not in fact have so made its Pro Rata Share of the Loan available to the Administrative Agent, such Lender agrees to pay to Credit Agreement - New Gold Inc. the Administrative Agent, forthwith on demand, such Lender’s Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon in connection therewith together with interest thereon at the Administrative Agent’s demand therefor, the Administrative Agent will promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from the Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of then prevailing interbank rate for each day from the date such corresponding amount was is made available to the 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 date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal required herein, the amount so paid shall constitute such Lender’s Pro Rata Share of the Loan for purposes of this agreement and shall entitle the Lender to (a) from all rights and remedies against the Borrower at the applicable rate for in respect of such Loan pursuant to the Notice of Borrowing and (b) from a Lender at the Federal Funds RateLoan.

Funding of Loans. Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. (a) 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 Pro Rata Share of the Loans 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 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 made on 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 dateLender will not make available to the Administrative Agent its Pro Rata Share of such Loan, the Administrative Agent may assume that such Lender has made such amount portion of the Loan available to the Administrative Agent on the date of such Loans, the extension of credit in accordance with the provisions hereof and the Administrative Agent may, in reliance upon such assumption, may (in its sole discretion without any obligation to do so) make available to the relevant Borrower on such date a corresponding amount. If the Administrative Agent has made such corresponding amount is assumption, to the extent such Lender shall not in fact have so made its Pro Rata Share of the Loan available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not agrees to pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent will promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The , forthwith on demand, such Lender’s Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Administrative Agent shall also be entitled to recover from in connection therewith together with interest thereon at the Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of then prevailing interbank rate for each day from the date such corresponding amount was is made available to the 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 date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal required herein, the amount so paid shall constitute such Lender’s Pro Rata Share of the Loan for purposes of this agreement and shall entitle the Lender to (a) from all rights and remedies against the relevant Borrower at the applicable rate for in respect of such Loan pursuant to the Notice of Borrowing and (b) from a Lender at the Federal Funds RateLoan.

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 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 Pro Rata Share of the Loans principal amount of each Loan (other than a Gold Loan) under the Credit Facility prior to 11:00 a.m. (Toronto time) on the date of the extension of credit. Prior to 3:00 p.m. (London time) on the date of any extension of credit by way of a Gold Loan, the Bullion Lenders (the Bullion Fronting Lender as to the aggregate of the Pro Rata Shares of the relevant Non-Bullion Lenders of the number of xxxx ounces of such Gold Loan and each other Bullion Lender as to its Pro Rata Share of the number of xxxx ounces of such Gold Loan) shall make available to the Administrative Agent the number of xxxx ounces of such Gold Loan on such date by crediting to the Administrative Agent unallocated Gold in a pool account located at The Bank of Nova Scotia, London, for credit to the unallocated gold account of Scotia Mocatta, Toronto or New York, as the case may be, or at such other account or location as may be agreed from time to time between the Lenders and the Administrative Agent, in a quantity of xxxx ounces equal to such payment. The 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, (x) 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 made credited) or (y) such Gold available to such Borrower on the date of the extension of credit by crediting to such dateBorrower unallocated Gold with a depository in a pool account specified by such Borrower, which account shall be located in London, England or at another location agreed to between the Administrative Agent and such Borrower. 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 such Lender has made such amount portion of the Loan available to the Administrative Agent on the date of such Loans, the extension of credit in accordance with the provisions hereof and the Administrative Agent may, in reliance upon such assumption, may (in its sole discretion without any obligation to do so) make available to the relevant Borrower on such date a corresponding amount. If the Administrative Agent has made such corresponding amount is assumption, to the extent such Lender shall not in fact have so made its Pro Rata Share of the Loan available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not agrees to pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent will promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The , forthwith on demand, such Lender's Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Administrative Agent shall also be entitled to recover from the Lender in connection therewith together with interest or the BorrowerGold Funding Fees, as applicable, thereon at the case may be, interest on such corresponding amount in respect of then prevailing interbank rate for each day from the date such corresponding amount was is made available to the 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 date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal required herein, the amount so paid shall constitute such Lender's Pro Rata Share of the Loan for purposes of this agreement and shall entitle the Lender to (a) from all rights and remedies against the relevant Borrower at the applicable rate for in respect of such Loan pursuant to the Notice of Borrowing and (b) from a Lender at the Federal Funds RateLoan.

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 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 Pro Rata Share of the Loans 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 Administrative Agent shall, upon fulfilment by relevant Borrowers of the terms and conditions set forth in Article 12 and unless otherwise irrevocably authorized and directed in the Drawdown Notice, make such funds available to such Borrower on the date of the extension of credit by crediting the Designated Account (or causing such account to be made on 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 dateLender will not make available to the Administrative Agent its Pro Rata Share of such Loan, the Administrative Agent may assume that such Lender has made such amount portion of the Loan available to the Administrative Agent on the date of such Loans, the extension of credit in accordance with the provisions hereof and the Administrative Agent may, in reliance upon such assumption, may (in its sole discretion without any obligation to do so) make available to the requesting Borrower on such date a corresponding amount. If the Administrative Agent has made such corresponding amount is assumption, to the extent such Lender shall not in fact have so made its Pro Rata Share of the Loan available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not agrees to pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent will promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The , forthwith on demand, such Lender’s Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Administrative Agent shall also be entitled to recover from in connection therewith together with interest thereon at the Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of then prevailing interbank rate for each day from the date such corresponding amount was is made available to the 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 date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal required herein, the amount so paid shall constitute such Lender’s Pro Rata Share of the Loan for purposes of this agreement and shall entitle the Lender to (a) from all rights and remedies against the relevant Borrower at the applicable rate for in respect of such Loan pursuant to the Notice of Borrowing and (b) from a Lender at the Federal Funds RateLoan.

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 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 Pro Rata Share of the Loans principal amount of each Loan prior to 11:00 a.m. (Toronto time) on the date of the extension of credit. The Administrative Agent shall, upon fulfilment by relevant Borrowers of the terms and conditions set forth in Article 12 and unless otherwise irrevocably authorized and directed in the Drawdown Notice, make such funds available to such Borrower on the date of the extension of credit by crediting the Designated Account (or causing such account to be made on 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 dateLender will not make available to the Administrative Agent its Pro Rata Share of such Loan, the Administrative Agent may assume that such Lender has made such amount portion of the Loan available to the Administrative Agent on the date of such Loans, the extension of credit in accordance with the provisions hereof and the Administrative Agent may, in reliance upon such assumption, may (in its sole discretion without any obligation to do so) make available to the requesting Borrower on such date a corresponding amount. If the Administrative Agent has made such corresponding amount is assumption, to the extent such Lender shall not in fact have so made its Pro Rata Share of the Loan available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not agrees to pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent will promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The , forthwith on demand, such Lender’s Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Administrative Agent shall also be entitled to recover from in connection therewith together with interest thereon at the Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of then prevailing interbank rate for each day from the date such corresponding amount was is made available to the 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 date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal required herein, the amount so paid shall constitute such Lender’s Pro Rata Share of the Loan for purposes of this agreement and shall entitle the Lender to (a) from all rights and remedies against the relevant Borrower at the applicable rate for in respect of such Loan pursuant to the Notice of Borrowing and (b) from a Lender at the Federal Funds Rate.Loan. 286051.00085/102910339.15

Funding of Loans. Upon receipt The Administrative Agent shall promptly notify each Lender of the contents of each Borrowing Notice and of the principal amount of the Lender's Loan to be included in the Borrowing. Not later than 12 p.m. on the day of a Borrowing, each Lender shall make available the full amount of its Loan to be included in the Borrowing, in immediately available funds in Birmingham, to the Administrative Agent at its Notice of BorrowingAddress. Unless the Administrative Agent determines that an applicable condition specified in Section 3 has not been satisfied, the Administrative Agent shall promptly inform make the funds received from the Lenders as pursuant to the terms thereof. Each Lender will make its pro rata share of the Loans this Section 2.2 available to the Borrowers at the Administrative Agent Agent's Notice Address by 2:00 2 p.m. on the date specified in the Notice of Borrowing by deposit (in Dollars) of immediately available funds at the offices of such day for a Borrowing. 2.3. Lender's failure to fund Unless a Lender notifies 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 before the date of a Borrowing (whether for a Eurodollar Borrowing, a draw under a Letter of Credit or any such Loan other Borrowing available hereunder) that such the Lender does will not intend to make available to the Administrative Agent the full amount of its portion of the Loans Loan to be made on such dateincluded in the Borrowing, the Administrative Agent may assume that such Lender has the Lender's Loan will be made such amount available to the Administrative Agent on the date day of such Loansthe Borrowing and may, in reliance on that assumption, make the full amount of the Loan available to the Borrowers. If the Administrative Agent makes the full amount of a Lender's Loan available to the Borrowers, and the Administrative Agent in reliance upon such assumption, may (in its sole discretion without any obligation to do so) Lender does not make available to the Borrower a corresponding amountAdministrative Agent some or all of the Loan (the "Unfunded Amount") by the date of the Borrowing, then the Lender shall pay the Administrative Agent on demand interest at the Federal Funds Rate on the Unfunded Amount from the date of the Borrowing until the Lender makes the Unfunded Amount available to the Administrative Agent or the Borrowers repay the Loan. If a Lender does not make the full amount of its Loan included in a Borrowing available to the Administrative Agent by the third Business Day after the date of the Borrowing, the Borrowers shall, promptly on the Administrative Agent's demand, repay the full amount of such corresponding Loan to the Administrative Agent, together with accrued interest at the interest rate for the Loans comprising the Borrowing. Nothing in this Section 2.3 shall relieve a Lender of the obligation to make the full amount is not in fact made of its Loans available to the Administrative Agent, the 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 Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from the Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (a) from the Borrower at the applicable rate for such Loan pursuant to the Notice of Borrowing and (b) from a Lender at the Federal Funds Rate.

Funding of Loans. Upon receipt of a Notice of Borrowing, the Administrative Agent Each relevant Lender 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 2:00 at the Branch of Account its Pro Rata Share of the principal amount of each Loan under the relevant Credit Facility to a relevant Borrower prior to 1:00 p.m. (Toronto time) on the date specified in the Notice of Borrowing by deposit (in Dollars) of immediately available funds at the offices of the extension of credit. The Administrative Agent at its principal office in New Yorkshall, New York, or at such other address as the Administrative Agent may designate in writing. All Loans shall be made upon fulfilment by the Lenders pro rata relevant Borrower of the terms and conditions set forth in Article 12, make such funds available to the applicable Borrower by 3:00 p.m. (Toronto time) on the basis date of each Lender’s Commitment Percentage. No Lender shall be responsible for the failure or delay extension of credit by any other Lender in its obligation to make Loans hereunder; provided, however, that crediting the failure of any Lender to fulfill its obligations hereunder shall not relieve any other Lender of its obligations hereunderrelevant Designated Account. Unless the Administrative Agent shall have has been notified by any a Lender at least one Banking Day prior to the date of any such Loan the extension of credit that such Lender does will not intend to make available to the Administrative Agent its portion Pro Rata Share of the Loans to be made on such dateLoan, the Administrative Agent may assume that such Lender has made such amount portion of the Loan available to the Administrative Agent on the date of such Loans, the extension of credit in accordance with the provisions hereof and the Administrative Agent may, in reliance upon such assumption, may (in its sole discretion without any obligation to do so) make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent has made such corresponding amount is assumption, to the extent such Lender shall not in fact have so made its Pro Rata Share of the Loan available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not agrees to pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent will promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The , forthwith on demand, such Lender’s Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Administrative Agent shall also be entitled to recover from in connection therewith together with interest thereon at the Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of then prevailing interbank rate for each day from the date such corresponding amount was is made available to the applicable Borrower until the date such amount is paid or repaid to the Administrative Agent; provided, however, that notwithstanding such obligation, if such Lender fails so to pay, the applicable 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 applicable 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 date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal required herein, the amount so paid shall constitute such Lender’s Pro Rata Share of the Loan for purposes of this agreement and shall entitle the relevant Lender to (a) from the Borrower at all rights and remedies against the applicable rate for Borrower in respect of such Loan pursuant to the Notice of Borrowing and (b) from a Lender at the Federal Funds RateLoan.

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 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 Pro Rata Share of the Loans principal amount of each Loan prior to 11:00 a.m. (Toronto time) on the date of the extension of credit. The 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 made on 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 dateLender will not make available to the Administrative Agent its Pro Rata Share of such Loan, the Administrative Agent may assume that such Lender Lxxxxx has made such amount portion of the Loan available to the Administrative Agent on the date of such Loans, the extension of credit in accordance with the provisions hereof and the Administrative Agent may, in reliance upon such assumption, may (in its sole discretion without any obligation to do so) make available to the Borrower on such date a corresponding amount. If the Administrative Agent has made such corresponding amount is assumption, to the extent such Lender shall not in fact have so made its Pro Rata Share of the Loan available to the Administrative Agent, the Administrative Agent shall be able such Lxxxxx agrees 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 Borrower shall immediately pay such corresponding amount to the Administrative Agent. The , forthwith on demand, such Lxxxxx’s Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Administrative Agent shall also be entitled to recover from in connection therewith together with interest thereon at the Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of then prevailing interbank rate for each day from the date such corresponding amount was is made available to the Borrower until the date such amount is paid or repaid to the Administrative Agent; provided, however, that notwithstanding such Credit Agreement 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 date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal required herein, the amount so paid shall constitute such Lender’s Pro Rata Share of the Loan for purposes of this agreement and shall entitle the Lender to (a) from all rights and remedies against the Borrower at the applicable rate for in respect of such Loan pursuant to the Notice of Borrowing and (b) from a Lender at the Federal Funds RateLoan.