Common use of Funding of Loans Clause in Contracts

Funding of Loans. (a) Each Lender shall make each Loan (which shall be funded net of the Up-Front Fees (as defined in the Bookrunners Fee Letter) owed to such Lender under the Bookrunners Fee Letter) to be made by it hereunder on the applicable Drawdown Date thereof by wire transfer of immediately available funds by 11:00 a.m., Tokyo time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders; provided that any Lender that is, immediately preceding a Drawdown Date, also a lender under an applicable JPY Tranche A Facility being repaid with the net proceeds of such drawdown, may in its sole discretion notify the Agent in writing in the form attached as Exhibit F four Business Days before the Drawdown Date that it will net fund its Commitments in respect of such drawdown such that the amount of JPY required to be funded by such Lender in respect of such drawdown shall be reduced by the amount then due under the applicable JPY Tranche A Facility and at the time of funding it shall be deemed repaid such amount under the applicable JPY Tranche A Facility. Furthermore, the Administrative Agent will be entitled to apply amounts funded by any Lender under this Agreement towards the repayment of amounts then due under a JPY Tranche A Facility (and net settle such amounts vis a vis the Borrower) regardless of whether the Lender funding such amounts is also a lender being concurrently repaid under such JPY Tranche A Facility. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, after reducing the amount of the Administration Fee (as defined in the Agency Fee Letter) which the Borrower owes to the Administrative Agent on such Drawdown Date, in like funds, to the account designated in Section 2.03. The Lenders shall make such Loan to an account to be notified by the Administrative Agent to the Lenders prior to the applicable Drawdown Date.

Funding of Loans. (a) Each Lender shall make each Loan (which shall be funded net of the Up-Front Fees (as defined in the Bookrunners Fee Letter) owed available 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 its Pro Rata Share of the principal amount of each Loan under the Credit Facility prior to 11:00 a.m. (Reno, Nevada time) on the date of the extension of credit. The Administrative Agent shall, upon fulfilment by it for 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 purpose by notice funds available to the Lenders; provided Borrower on the date of the extension of credit by crediting the Designated Account (or causing such account to be credited). Unless the Administrative Agent has been notified by a Lender at least one Banking Day prior to the date of the extension of credit that any such Lender that is, immediately preceding a Drawdown Date, also a lender under an applicable JPY Tranche A Facility being repaid with will not make available to the net proceeds Administrative Agent its Pro Rata Share of such drawdown, may in its sole discretion notify the Agent in writing in the form attached as Exhibit F four Business Days before the Drawdown Date that it will net fund its Commitments in respect of such drawdown such that the amount of JPY required to be funded by such Lender in respect of such drawdown shall be reduced by the amount then due under the applicable JPY Tranche A Facility and at the time of funding it shall be deemed repaid such amount under the applicable JPY Tranche A Facility. FurthermoreLoan, the Administrative Agent will be entitled to apply amounts funded by any may assume that such Lender under this Agreement towards the repayment of amounts then due under a JPY Tranche A Facility (and net settle has made such amounts vis a vis the Borrower) regardless of whether the Lender funding such amounts is also a lender being concurrently repaid under such JPY Tranche A Facility. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, after reducing the amount portion of the Administration Fee (as defined in the Agency Fee Letter) which the Borrower owes Loan available to the Administrative Agent on such Drawdown Datethe date of the extension of credit in accordance with the provisions hereof and the Administrative Agent may, in like fundsreliance upon such assumption, make available to the Borrower on such date a corresponding amount. If the Administrative Agent has made such assumption, to the account designated extent such Lender shall not have so made its Pro Rata Share of the Loan available to the Administrative Agent, such Lender agrees to pay to 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 in Section 2.03connection therewith together with interest thereon at the then prevailing interbank rate for each day from the date such amount 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 Lenders amount payable by each Lender to the Administrative Agent pursuant hereto shall make such Loan to an account to be notified set forth in a certificate delivered by the Administrative Agent to such Lender and the Lenders prior 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 applicable Drawdown DateAdministrative 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 Borrower in respect of such Loan.

Funding of Loans. (a) Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender shall will make each Loan (which shall be funded net its pro rata share of the Up-Front Fees (as defined Loans available to the Administrative Agent by 2:00 p.m. on the date specified in the Bookrunners Fee LetterNotice of Borrowing by deposit (in Dollars) 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 at the account offices of the Administrative Agent most recently designated 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 it the Lenders pro rata on the basis of each Lender’s Commitment Percentage. No Lender shall be responsible for such purpose the failure or delay by notice 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 Lenders; provided date of any such Loan that any 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 is, immediately preceding a Drawdown Date, also a lender under an applicable JPY Tranche A Facility being repaid with such Lender has made such amount available to the net proceeds Administrative Agent on the date of such drawdownLoans, and the Administrative Agent in reliance upon such assumption, may (in its sole discretion notify 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 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 shall be able to recover such drawdown corresponding amount from such that the amount of JPY required to be funded by Lender. If such Lender in respect of does not pay such drawdown shall be reduced by corresponding amount forthwith upon 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. FurthermoreAdministrative Agent’s demand therefor, the Administrative Agent will be entitled promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to apply amounts funded by any Lender under this Agreement towards the repayment of amounts then due under a JPY Tranche A Facility (and net settle such amounts vis a vis the Borrower) regardless of whether the Lender funding such amounts is also a lender being concurrently repaid under such JPY Tranche A FacilityAdministrative Agent. The Administrative Agent will make such Loans available shall also be entitled to recover from the Borrower by promptly crediting Lender or the amounts so receivedBorrower, after reducing as the amount of the Administration Fee (as defined in the Agency Fee Letter) which the Borrower owes to the Administrative Agent case may be, interest on such Drawdown Date, corresponding amount in like funds, to respect of each day from the account designated in Section 2.03. The Lenders shall make date such Loan to an account to be notified corresponding amount was made available by the Administrative Agent to the Lenders prior 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 Drawdown Daterate for such Loan pursuant to the Notice of Borrowing and (b) from a Lender at the Federal Funds Rate.

Funding of Loans. (a) Each Lender shall make each Loan (which shall be funded net of the Up-Front Fees (as defined in the Bookrunners Fee Letter) owed available 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 its Pro Rata Share of the principal amount of each Loan prior to 11:00 a.m. (Toronto time) on the date of the extension of credit. The Administrative Agent shall, upon fulfilment by it for 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 purpose by notice funds available to the Lenders; provided Borrower on the date of the extension of credit by crediting the Designated Account (or causing such account to be credited). Unless the Administrative Agent has been notified by a Lender at least one Banking Day prior to the date of the extension of credit that any such Lender that is, immediately preceding a Drawdown Date, also a lender under an applicable JPY Tranche A Facility being repaid with will not make available to the net proceeds Administrative Agent its Pro Rata Share of such drawdown, may in its sole discretion notify the Agent in writing in the form attached as Exhibit F four Business Days before the Drawdown Date that it will net fund its Commitments in respect of such drawdown such that the amount of JPY required to be funded by such Lender in respect of such drawdown shall be reduced by the amount then due under the applicable JPY Tranche A Facility and at the time of funding it shall be deemed repaid such amount under the applicable JPY Tranche A Facility. FurthermoreLoan, the Administrative Agent will be entitled to apply amounts funded by any may assume that such Lender under this Agreement towards the repayment of amounts then due under a JPY Tranche A Facility (and net settle has made such amounts vis a vis the Borrower) regardless of whether the Lender funding such amounts is also a lender being concurrently repaid under such JPY Tranche A Facility. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, after reducing the amount portion of the Administration Fee (as defined in the Agency Fee Letter) which the Borrower owes Loan available to the Administrative Agent on such Drawdown Datethe date of the extension of credit in accordance with the provisions hereof and the Administrative Agent may, in like fundsreliance upon such assumption, make available to the Borrower on such date a corresponding amount. If the Administrative Agent has made such assumption, to the account designated extent such Lender shall not have so made its Pro Rata Share of the Loan available to the Administrative Agent, such Lender agrees to pay to 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 in Section 2.03connection therewith together with interest thereon at the then prevailing interbank rate for each day from the date such amount 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 Lenders amount payable by each Lender to the Administrative Agent pursuant hereto shall make such Loan to an account to be notified set forth in a certificate delivered by the Administrative Agent to such Lender and the Lenders prior 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 applicable Drawdown DateAdministrative 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 Borrower in respect of such Loan.

Funding of Loans. (a) Each Lender shall make available to the Agent its Commitment Share of the principal amount of each Loan under the Credit Facility prior to 11:30 a.m. (which 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 funds available to the Borrower on the date of the Accommodation by crediting the Designated Account unless otherwise irrevocably authorized and directed in the Drawdown Notice. Unless the Agent has been notified by a Lender prior to 11:30 a.m. (Toronto time) on the date of the Accommodation that such Lender will not make available to the Agent its Commitment Share of such Loan, the Agent may assume that such Lender has made such portion of the Loan available to the Agent on the date of the Accommodation in accordance with the provisions hereof and the Agent may, in reliance upon such assumption, 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 made available by the Agent shall not constitute a Loan hereunder, and the Agent shall be funded net entitled to recover from such Lender, by way of reimbursement, such corresponding amount together with all reasonable costs incurred by the Up-Front Fees Agent in connection therewith and interest thereon (as defined calculated at the then prevailing interbank rate for each day from the date such 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 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 Agent. The amount payable by such Lender to the Agent pursuant hereto shall be set forth in a certificate delivered by the Bookrunners Fee Letter) owed Agent to such Lender under and the Bookrunners Fee LetterBorrower (which certificate shall contain reasonable details of how the amount payable is calculated) to be made by it hereunder on and shall constitute prima facie evidence of such amount payable. If such Lender makes the applicable Drawdown Date thereof by wire transfer of immediately available funds by 11:00 a.m., Tokyo time, payment to the account Agent required herein, the amount so paid shall constitute such Lender's Commitment Share of the Administrative Agent most recently designated by it Loan for such purpose by notice purposes of this agreement and shall entitle the Lender to all rights and remedies against the Lenders; provided that any Lender that is, immediately preceding a Drawdown Date, also a lender under an applicable JPY Tranche A Facility being repaid with the net proceeds of such drawdown, may in its sole discretion notify the Agent in writing in the form attached as Exhibit F four Business Days before the Drawdown Date that it will net fund its Commitments Borrower in respect of such drawdown such that the amount Loan. The failure of JPY required to be funded by such Lender in respect of such drawdown shall be reduced by the amount then due under the applicable JPY Tranche A Facility and at the time of funding it shall be deemed repaid such amount under the applicable JPY Tranche A Facility. Furthermore, the Administrative Agent will be entitled to apply amounts funded by any Lender under this Agreement towards the repayment of amounts then due under a JPY Tranche A Facility (and net settle such amounts vis a vis the Borrower) regardless of whether the Lender funding such amounts is also a lender being concurrently repaid under such JPY Tranche A Facility. The Administrative Agent will to make such Loans available to the Borrower by promptly crediting Agent its Commitment Share of a Loan shall not relieve any other Lender of its obligation hereunder to make available to the amounts so received, after reducing the amount Agent its Commitment Share of the Administration Fee (as defined in Loan on the Agency Fee Letter) which date of the Borrower owes to the Administrative Agent on such Drawdown Date, in like funds, to the account designated in Section 2.03. The Lenders shall make such Loan to an account to be notified by the Administrative Agent to the Lenders prior to the applicable Drawdown DateAccommodation.

Funding of Loans. (a) Each Subject to the terms and conditions hereof, each Lender shall make each Loan (which shall be funded net of the Up-Front Fees (as defined in the Bookrunners Fee Letter) owed available 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 its Pro Rata Share of the principal amount of each Loan under the Credit Facility prior to 2:00 p.m. (Toronto time) on the date of the extension of credit. The Administrative Agent shall, upon fulfilment by it for such purpose by notice to the Lenders; provided that any Lender that is, immediately preceding a Drawdown Date, also a lender under an applicable JPY Tranche A Facility being repaid with Borrower of the net proceeds of such drawdown, may terms and conditions set forth in its sole discretion notify the Agent in writing Article 12 and unless otherwise irrevocably authorized and directed in the form attached as Exhibit F four Business Days before the Drawdown Date that it will net fund its Commitments Notice, in respect of the Credit Facility, make such drawdown funds available to the Borrower on the date of the extension of credit by crediting the Designated Account (or causing such that the amount of JPY required account to be funded credited). Unless the Administrative Agent has been notified by a Lender at least one Banking Day prior to the date of the extension of credit that such Lender in respect will not make available to the Administrative Agent its Pro Rata Share 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. FurthermoreLoan, the Administrative Agent will be entitled to apply amounts funded by any may assume that such Lender under this Agreement towards the repayment of amounts then due under a JPY Tranche A Facility (and net settle has made such amounts vis a vis the Borrower) regardless of whether the Lender funding such amounts is also a lender being concurrently repaid under such JPY Tranche A Facility. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, after reducing the amount portion of the Administration Fee (as defined in the Agency Fee Letter) which the Borrower owes Loan available to the Administrative Agent on such Drawdown Datethe date of the extension of credit in accordance with the provisions hereof and the Administrative Agent may, in like fundsreliance upon such assumption, make available to the Borrower on such date a corresponding amount. If the Administrative Agent has made such assumption, to the account designated extent such Lender shall not have so made its Pro Rata Share of the Loan available to the Administrative Agent, such Lender agrees to pay to 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 in Section 2.03connection therewith together with interest thereon at the then prevailing interbank rate for each day from the date such amount 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 Lenders amount payable by each Lender to the Administrative Agent pursuant hereto shall make such Loan to an account to be notified set forth in a certificate delivered by the Administrative Agent to such Lender and the Lenders prior 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 applicable Drawdown DateAdministrative 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 Borrower in respect of such Loan.

Funding of Loans. (a) Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender shall will make each Loan (which shall be funded net its pro rata share of the Up-Front Fees (as defined Loans available to the Administrative Agent by 2:00 p.m. on the date specified in the Bookrunners Fee LetterNotice of Borrowing by deposit (in Dollars) 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 at the account offices of the Administrative Agent most recently designated 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 it the Lenders pro rata on the basis of each Lender's Commitment Percentage. No Lender shall be responsible for such purpose the failure or delay by notice 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 Lenders; provided date of any such Loan that any 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 is, immediately preceding a Drawdown Date, also a lender under an applicable JPY Tranche A Facility being repaid with such Lender has made such amount available to the net proceeds Administrative Agent on the date of such drawdownLoans, and the Administrative Agent in reliance upon such assumption, may (in its sole discretion notify 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 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 shall be able to recover such drawdown corresponding amount from such that the amount of JPY required to be funded by Lender. If such Lender in respect of does not pay such drawdown shall be reduced by corresponding amount forthwith upon 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. FurthermoreAdministrative Agent's demand therefor, the Administrative Agent will be entitled promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to apply amounts funded by any Lender under this Agreement towards the repayment of amounts then due under a JPY Tranche A Facility (and net settle such amounts vis a vis the Borrower) regardless of whether the Lender funding such amounts is also a lender being concurrently repaid under such JPY Tranche A FacilityAdministrative Agent. The Administrative Agent will make such Loans available shall also be entitled to recover from the Borrower by promptly crediting Lender or the amounts so receivedBorrower, after reducing as the amount of the Administration Fee (as defined in the Agency Fee Letter) which the Borrower owes to the Administrative Agent case may be, interest on such Drawdown Date, corresponding amount in like funds, to respect of each day from the account designated in Section 2.03. The Lenders shall make date such Loan to an account to be notified corresponding amount was made available by the Administrative Agent to the Lenders prior 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 Drawdown Daterate for such Loan pursuant to the Notice of Borrowing and (b) from a Lender at the Federal Funds Effective Rate.

Funding of Loans. (a) Each 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 each available the full amount of its Loan (which shall to be funded net of the Up-Front Fees (as defined included 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 Borrowing, in immediately available funds by 11:00 a.m., Tokyo timein Birmingham, to the account of Administrative Agent at its Notice Address. Unless the Administrative Agent most recently designated by it for such purpose by notice to the Lenders; provided determines that any Lender that is, immediately preceding a Drawdown Date, also a lender under an applicable JPY Tranche A Facility being repaid with the net proceeds of such drawdown, may condition specified 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. FurthermoreSection 3 has not been satisfied, the Administrative Agent will be entitled shall make the funds received from the Lenders pursuant to apply amounts funded by any Lender under this Agreement towards the repayment of amounts then due under a JPY Tranche A Facility (and net settle such amounts vis a vis the Borrower) regardless of whether the Lender funding such amounts is also a lender being concurrently repaid under such JPY Tranche A Facility. The Administrative Agent will make such Loans Section 2.2 available to the Borrower Borrowers at the Administrative Agent's Notice Address by promptly crediting 2 p.m. on such day for a Borrowing. 2.3. Lender's failure to fund Unless a Lender notifies the amounts so receivedAdministrative Agent before the date of a Borrowing (whether for a Eurodollar Borrowing, after reducing a draw under a Letter of Credit or any other Borrowing available hereunder) that the Lender will not make available to the Administrative Agent the full amount of the Administration Fee (as defined its Loan to be included in the Agency Fee Letter) which Borrowing, the Borrower owes Administrative Agent may assume that the Lender's Loan will be made available to the Administrative Agent on such Drawdown Datethe day of the Borrowing and may, in like fundsreliance on that assumption, make the full amount of the Loan available to the account designated Borrowers. If the Administrative Agent makes the full amount of a Lender's Loan available to the Borrowers, and the Lender does not make available to the Administrative Agent some or all of the Loan (the "Unfunded Amount") by the date of the Borrowing, then the Lender shall pay the Administrative Agent on demand interest at the Federal Funds Rate on the Unfunded Amount from the date of the Borrowing until the Lender makes the Unfunded Amount available to the Administrative Agent or the Borrowers repay the Loan. If a Lender does not make the full amount of its Loan included in Section 2.03. The Lenders shall make 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 Loan to an account to be notified by the Administrative Agent Agent, together with accrued interest at the interest rate for the Loans comprising the Borrowing. Nothing in this Section 2.3 shall relieve a Lender of the obligation to make the full amount of its Loans available to the Lenders prior to the applicable Drawdown DateAdministrative Agent.

Funding of Loans. (a) Each Lender shall make each Loan (which shall be funded net of the Up-Front Fees (as defined in the Bookrunners Fee Letter) owed available 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 its Pro Rata Share of the principal amount of each Loan under the relevant Credit Facility prior to 2:00 p.m. (Toronto time) on the date of the extension of credit. The Administrative Agent shall, upon fulfilment by it for such purpose by notice to the Lenders; provided that any Lender that is, immediately preceding a Drawdown Date, also a lender under an applicable JPY Tranche A Facility being repaid with relevant Borrower of the net proceeds of such drawdown, may terms and conditions set forth in its sole discretion notify the Agent in writing Article 12 and unless otherwise irrevocably authorized and directed in the form attached as Exhibit F four Business Days before the Drawdown Date that it will net fund its Commitments Notice, in respect of either Credit Facility, make such drawdown funds available to such that Borrower on the amount date of JPY required the extension of credit by crediting the relevant Designated Account (or causing such account to be funded credited). Unless the Administrative Agent has been notified by a Lender at least one Banking Day prior to the date of the extension of credit that such Lender in respect will not make available to the Administrative Agent its Pro Rata Share 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. FurthermoreLoan, the Administrative Agent will be entitled to apply amounts funded by any may assume that such Lender under this Agreement towards the repayment of amounts then due under a JPY Tranche A Facility (and net settle has made such amounts vis a vis the Borrower) regardless of whether the Lender funding such amounts is also a lender being concurrently repaid under such JPY Tranche A Facility. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, after reducing the amount portion of the Administration Fee (as defined in the Agency Fee Letter) which the Borrower owes Loan available to the Administrative Agent on such Drawdown Datethe date of the extension of credit in accordance with the provisions hereof and the Administrative Agent may, in like fundsreliance upon such assumption, make available to the relevant Borrower on such date a corresponding amount. If the Administrative Agent has made such assumption, to the account designated extent such Lender shall not have so made its Pro Rata Share of the Loan available to the Administrative Agent, such Lender agrees to pay to 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 in Section 2.03connection therewith together with interest thereon at the then prevailing interbank rate for each day from the date such amount 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 Lenders amount payable by each Lender to the Administrative Agent pursuant hereto shall make such Loan to an account to be notified set forth in a certificate delivered by the Administrative Agent to such Lender and the Lenders prior 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 applicable Drawdown DateAdministrative 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 relevant Borrower in respect of such Loan.

Funding of Loans. (a) Each Lender shall make each Loan (which shall be funded net of the Up-Front Fees (as defined in the Bookrunners Fee Letter) owed available 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 its Pro Rata Share of the principal amount of each Loan prior to 11:00 a.m. (Toronto time) on the date of the extension of credit. The Administrative Agent shall, upon fulfilment by it for 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 purpose by notice funds available to the Lenders; provided Borrower on the date of the extension of credit by crediting the relevant Designated Account (or causing such account to be credited). Unless the Administrative Agent has been notified by a Lender at least one Banking Day prior to the date of the extension of credit that any such Lender that is, immediately preceding a Drawdown Date, also a lender under an applicable JPY Tranche A Facility being repaid with will not make available to the net proceeds Administrative Agent its Pro Rata Share of such drawdown, may in its sole discretion notify the Agent in writing in the form attached as Exhibit F four Business Days before the Drawdown Date that it will net fund its Commitments in respect of such drawdown such that the amount of JPY required to be funded by such Lender in respect of such drawdown shall be reduced by the amount then due under the applicable JPY Tranche A Facility and at the time of funding it shall be deemed repaid such amount under the applicable JPY Tranche A Facility. FurthermoreLoan, the Administrative Agent will be entitled to apply amounts funded by any Lender under this Agreement towards the repayment of amounts then due under a JPY Tranche A Facility (and net settle may assume that such amounts vis a vis the Borrower) regardless of whether the Lender funding Xxxxxx has made such amounts is also a lender being concurrently repaid under such JPY Tranche A Facility. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, after reducing the amount portion of the Administration Fee (as defined in the Agency Fee Letter) which the Borrower owes Loan available to the Administrative Agent on such Drawdown Datethe date of the extension of credit in accordance with the provisions hereof and the Administrative Agent may, in like fundsreliance upon such assumption, make available to the Borrower on such date a corresponding amount. If the Administrative Agent has made such assumption, to the account designated extent such Lender shall not have so made its Pro Rata Share of the Loan available to the Administrative Agent, such Xxxxxx agrees to pay to the Administrative Agent, forthwith on demand, such Xxxxxx’s Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Administrative Agent in Section 2.03connection therewith together with interest thereon at the then prevailing interbank rate for each day from the date such amount 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 Lenders amount payable by each Lender to the Administrative Agent pursuant hereto shall make such Loan to an account to be notified set forth in a certificate delivered by the Administrative Agent to such Lender and the Lenders prior 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 applicable Drawdown DateAdministrative 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 Borrower in respect of such Loan.

Funding of Loans. (a) Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender shall make its Revolving Loan Commitment Percentage of the requested borrowing of Revolving Loans available to the Administrative Agent in Same Day Funds at the Agency Services Address for the applicable currency not later than 1:00 p.m., New York City Time, in each Loan (which case on the Business Day specified in the Notice of Borrowing. The amount of the requested Revolving Loans will then be made available to the Borrower by the Administrative Agent as directed by the Borrower in writing, to the extent the amount of such Revolving Loans are made available to the Administrative Agent. No Lender shall be funded net responsible for the failure or delay by any other Lender in its obligation to make Revolving Loans hereunder; provided, however, that the failure of any Lender to fulfill its obligations hereunder shall not relieve any other Lender of its obligations hereunder. Unless the Administrative Agent shall have been notified by any Lender prior to the time of any such Revolving Loan that such Lender does not intend to make available to the Administrative Agent its portion of the Up-Front Fees (as defined in the Bookrunners Fee Letter) owed to such Lender under the Bookrunners Fee Letter) Revolving Loans to be made by it hereunder on the applicable Drawdown Date thereof by wire transfer of immediately available funds by 11:00 a.m.such date, Tokyo time, to the account of the Administrative Agent most recently designated by it for may assume that such purpose by notice Xxxxxx has made such amount available to the Lenders; provided that any Lender that is, immediately preceding a Drawdown Date, also a lender under an applicable JPY Tranche A Facility being repaid with Administrative Agent on the net proceeds date of such drawdownRevolving Loans, and the Administrative Agent in reliance upon such assumption may (in its sole discretion notify but without any obligation to do so) make available to the Borrower a corresponding amount. If such Xxxxxx’s portion of the Revolving Loans is not in fact made available to the Administrative Agent, the Administrative 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 shall be able to be funded by recover from such Lender in respect of an amount equal to such drawdown shall be reduced by corresponding amount which the amount then due under Administrative Agent has made available to the applicable JPY Tranche A Facility and at the time of funding it shall be deemed repaid Borrower. If such Lender does not pay such amount under upon the applicable JPY Tranche A Facility. FurthermoreAdministrative Agent’s demand therefor, the Administrative Agent will be entitled to apply amounts funded by any Lender under this Agreement towards the repayment of amounts then due under a JPY Tranche A Facility (and net settle such amounts vis a vis promptly notify the Borrower) regardless of whether , and the Lender funding Borrower shall immediately pay such amounts is also a lender being concurrently repaid under such JPY Tranche A Facilityamount to the Administrative Agent. The Administrative Agent will make shall also be entitled to recover from such Loans available to Lender or the Borrower by promptly crediting Borrower, as the amounts so receivedcase may be, after reducing the amount of the Administration Fee (as defined in the Agency Fee Letter) which the Borrower owes to the Administrative Agent interest on such Drawdown Date, amount in like funds, respect of each day from the date an amount equal to the account designated in Section 2.03. The Lenders shall make such Loan to an account to be notified corresponding amount was made available by the Administrative Agent to the Lenders prior Borrower to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (i) from the Borrower, at the applicable Drawdown Daterate for such Revolving Loan pursuant to the Notice of Borrowing or (ii) from such Lender, at the Overnight Rate plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing.

Funding of Loans. (a) Each Lender shall make each Loan (which shall be funded net of the Up-Front Fees (as defined in the Bookrunners Fee Letter) owed available 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 its Pro Rata Share of the principal amount of each Loan under the Credit Facility prior to 11:00 a.m. (Toronto time) on the date of the extension of credit. The Administrative Agent shall, upon fulfilment by it for 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 purpose by notice funds available to the Lenders; provided Borrower on the date of the extension of credit by crediting the Designated Account (or causing such account to be credited). Unless the Administrative Agent has been notified by a Lender at least one Banking Day prior to the date of the extension of credit that any such Lender that is, immediately preceding a Drawdown Date, also a lender under an applicable JPY Tranche A Facility being repaid with will not make available to the net proceeds Administrative Agent its Pro Rata Share of such drawdown, may in its sole discretion notify the Agent in writing in the form attached as Exhibit F four Business Days before the Drawdown Date that it will net fund its Commitments in respect of such drawdown such that the amount of JPY required to be funded by such Lender in respect of such drawdown shall be reduced by the amount then due under the applicable JPY Tranche A Facility and at the time of funding it shall be deemed repaid such amount under the applicable JPY Tranche A Facility. FurthermoreLoan, the Administrative Agent will be entitled to apply amounts funded by any may assume that such Lender under this Agreement towards the repayment of amounts then due under a JPY Tranche A Facility (and net settle has made such amounts vis a vis the Borrower) regardless of whether the Lender funding such amounts is also a lender being concurrently repaid under such JPY Tranche A Facility. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, after reducing the amount portion of the Administration Fee (as defined in the Agency Fee Letter) which the Borrower owes Loan available to the Administrative Agent on such Drawdown Datethe date of the extension of credit in accordance with the provisions hereof and the Administrative Agent may, in like fundsreliance upon such assumption, make available to the Borrower on such date a corresponding amount. If the Administrative Agent has made such assumption, to the account designated extent such Lender shall not have so made its Pro Rata Share of the Loan available to the Administrative Agent, such Lender agrees to pay to 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 in Section 2.03connection therewith together with interest thereon at the then prevailing interbank rate for each day from the date such amount 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 Lenders amount payable by each Lender to the Administrative Agent pursuant hereto shall make such Loan to an account to be notified set forth in a certificate delivered by the Administrative Agent to such Lender and the Lenders prior 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 applicable Drawdown DateAdministrative 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 Borrower in respect of such Loan.

Funding of Loans. (a) Each Lender which has made an Individual Commitment under a particular Credit Facility shall make available to the Agent its Pro Rata Share of the principal amount of each Loan under such Credit Facility, in the appropriate currency, prior to 11:00 a.m. (which shall be funded net Toronto time) on the date of the Up-Front Fees 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 (as defined or causing such account to be credited) unless otherwise irrevocably authorized and directed in the Bookrunners Fee Letter) owed Drawdown Notice. Unless the Agent has been notified by a Lender at least two Banking Days prior to the date of the extension of credit that such Lender under will not make available to the Bookrunners Fee Letter) Agent its Pro Rata Share of such Loan, the Agent may assume that such Lender has made such portion of the Loan available to be made by it hereunder the Agent on the date of the extension of credit in accordance with the provisions hereof and the Agent may, in reliance upon such assumption, make available to the applicable Drawdown Date thereof by wire transfer of immediately available funds by 11:00 a.m., Tokyo timeBorrower on such date a corresponding amount. If the Agent has made such assumption, to the account extent such Lender shall not have so made its Pro Rata Share of the Administrative Agent most recently designated by it for such purpose by notice Loan available to the Lenders; provided that any Agent, such Lender that isagrees to pay to the Agent, immediately preceding a Drawdown Dateforthwith on demand, also a lender under an applicable JPY Tranche A Facility being repaid with such Lender's Pro Rata Share of the net proceeds of such drawdown, may in its sole discretion notify Loan and all reasonable costs and expenses incurred by the Agent in writing in connection therewith together with interest thereon at the form attached as Exhibit F four Business Days before the Drawdown Date that it will net fund its Commitments rate payable hereunder by such Borrower in respect of such drawdown Loan for each day from the date such amount is made available to such Borrower until the date such amount is 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 Agent. The amount payable to the 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 how the amount payable is calculated) and shall constitute prima facie evidence of JPY required to be funded by 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 drawdown shall be reduced by the amount then due under the applicable JPY Tranche A Facility and at the time Loan. The failure of funding it shall be deemed repaid such amount under the applicable JPY Tranche A Facility. Furthermore, the Administrative Agent will be entitled to apply amounts funded by any Lender under this Agreement towards the repayment of amounts then due under a JPY Tranche A Facility (and net settle such amounts vis a vis the Borrower) regardless of whether the Lender funding such amounts is also a lender being concurrently repaid under such JPY Tranche A Facility. The Administrative Agent will to make such Loans available to the Borrower by promptly crediting Agent its Pro Rata Share of a Loan shall not relieve any other Lender of its obligation hereunder to make available to the amounts so received, after reducing the amount Agent its Pro Rata Share of the Administration Fee (as defined in Loan on the Agency Fee Letter) which date of the Borrower owes to the Administrative Agent on such Drawdown Date, in like funds, to the account designated in Section 2.03. The Lenders shall make such Loan to an account to be notified by the Administrative Agent to the Lenders prior to the applicable Drawdown Datecredit.

Funding of Loans. (a) Each Lender shall make each Loan (which shall be funded net of the Up-Front Fees (as defined in the Bookrunners Fee Letter) owed available 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 its Pro Rata Share of the principal amount of each Loan under the Credit Facility prior to 11:00 a.m. (Toronto time) on the date of the extension of credit. The Administrative Agent shall, upon fulfilment by it for 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 purpose by notice funds available to the Lenders; provided Borrower on the date of the extension of credit by crediting the Designated Account (or causing such account to be credited). Unless the Administrative Agent has been notified by a Lender at least one Banking Day prior to the date of the extension of credit that any such Lender that is, immediately preceding a Drawdown Date, also a lender under an applicable JPY Tranche A Facility being repaid with will not make available to the net proceeds Administrative Agent its Pro Rata Share of such drawdown, may in its sole discretion notify the Agent in writing in the form attached as Exhibit F four Business Days before the Drawdown Date that it will net fund its Commitments in respect of such drawdown such that the amount of JPY required to be funded by such Lender in respect of such drawdown shall be reduced by the amount then due under the applicable JPY Tranche A Facility and at the time of funding it shall be deemed repaid such amount under the applicable JPY Tranche A Facility. FurthermoreLoan, the Administrative Agent will be entitled to apply amounts funded by any may assume that such Lender under this Agreement towards the repayment of amounts then due under a JPY Tranche A Facility (and net settle has made such amounts vis a vis the Borrower) regardless of whether the Lender funding such amounts is also a lender being concurrently repaid under such JPY Tranche A Facility. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, after reducing the amount portion of the Administration Fee (as defined in the Agency Fee Letter) which the Borrower owes Loan available to the Administrative Agent on such Drawdown Datethe date of the extension of credit in accordance with the provisions hereof and the Administrative Agent may, in like fundsreliance upon such assumption, make available to the Borrower on such date a corresponding amount. If the Administrative Agent has made such assumption, to the account designated extent such Lender shall not have so made its Pro Rata Share of the Loan available to the Administrative Agent, such Lender agrees to pay to 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 in Section 2.03connection therewith together with interest thereon at the then prevailing interbank rate for each day from the date such amount 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 Lenders amount payable by each Lender to the Administrative Agent pursuant hereto shall make such Loan to an account to be notified set forth in a certificate delivered by the Administrative Agent to such Lender and the Lenders prior 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 applicable Drawdown DateAdministrative 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 Borrower in respect of such Loan.

Funding of Loans. (a) Each Lender shall make each Loan (which shall be funded net of the Up-Front Fees (as defined in the Bookrunners Fee Letter) owed available 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 its Pro Rata Share of the principal amount of each Loan under the Credit Facility prior to 11:00 a.m. (Toronto time) on the date of the extension of credit. The Administrative Agent shall, upon fulfilment by it for 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 purpose funds available to such Borrower on the date of the extension of credit by notice crediting the Designated Account (or causing such account to be credited). Unless the Administrative Agent has been notified by a Lender at least one Banking Day prior to the Lenders; provided date of the extension of credit that any such Lender that is, immediately preceding a Drawdown Date, also a lender under an applicable JPY Tranche A Facility being repaid with will not make available to the net proceeds Administrative Agent its Pro Rata Share of such drawdown, may in its sole discretion notify the Agent in writing in the form attached as Exhibit F four Business Days before the Drawdown Date that it will net fund its Commitments in respect of such drawdown such that the amount of JPY required to be funded by such Lender in respect of such drawdown shall be reduced by the amount then due under the applicable JPY Tranche A Facility and at the time of funding it shall be deemed repaid such amount under the applicable JPY Tranche A Facility. FurthermoreLoan, the Administrative Agent will be entitled to apply amounts funded by any may assume that such Lender under this Agreement towards the repayment of amounts then due under a JPY Tranche A Facility (and net settle has made such amounts vis a vis the Borrower) regardless of whether the Lender funding such amounts is also a lender being concurrently repaid under such JPY Tranche A Facility. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, after reducing the amount portion of the Administration Fee (as defined in the Agency Fee Letter) which the Borrower owes Loan available to the Administrative Agent on such Drawdown Datethe date of the extension of credit in accordance with the provisions hereof and the Administrative Agent may, in like fundsreliance upon such assumption, make available to the requesting Borrower on such date a corresponding amount. If the Administrative Agent has made such assumption, to the account designated extent such Lender shall not have so made its Pro Rata Share of the Loan available to the Administrative Agent, such Lender agrees to pay to 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 in Section 2.03connection therewith together with interest thereon at the then prevailing interbank rate for each day from the date such amount 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 Lenders amount payable by each Lender to the Administrative Agent pursuant hereto shall make such Loan to an account to be notified set forth in a certificate delivered by the Administrative Agent to such Lender and the Lenders prior 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 applicable Drawdown DateAdministrative 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 relevant Borrower in respect of such Loan.

Funding of Loans. (a) Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender shall make its Revolving Loan Commitment Percentage of the requested borrowing of Revolving Loans available to the Administrative Agent in Same Day Funds at the Agency Services Address for the applicable currency not later than 1:00 p.m., Local Time, in each Loan (which case on the Business Day specified in the Notice of Borrowing. The amount of the requested Revolving Loans will then be made available to the Borrower by the Administrative Agent as directed by the Borrower in writing, to the extent the amount of such Revolving Loans are made available to the Administrative Agent. No Lender shall be funded net responsible for the failure or delay by any other Lender in its obligation to make Revolving Loans hereunder; provided, however, that the failure of any Lender to fulfill its obligations hereunder shall not relieve any other Lender of its obligations hereunder. Unless the Administrative Agent shall have been notified by any Lender prior to the time of any such Revolving Loan that such Lender does not intend to make available to the Administrative Agent its portion of the Up-Front Fees (as defined in the Bookrunners Fee Letter) owed to such Lender under the Bookrunners Fee Letter) Revolving Loans to be made by it hereunder on the applicable Drawdown Date thereof by wire transfer of immediately available funds by 11:00 a.m.such date, Tokyo time, to the account of the Administrative Agent most recently designated by it for may assume that such purpose by notice Lender has made such amount available to the Lenders; provided that any Lender that is, immediately preceding a Drawdown Date, also a lender under an applicable JPY Tranche A Facility being repaid with Administrative Agent on the net proceeds date of such drawdownRevolving Loans, and the Administrative Agent in reliance upon such assumption may (in its sole discretion notify but without any obligation to do so) make available to the Borrower a corresponding amount. If such Lender’s portion of the Revolving Loans is not in fact made available to the Administrative Agent, the Administrative 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 shall be able to be funded by recover from such Lender in respect of an amount equal to such drawdown shall be reduced by corresponding amount which the amount then due under Administrative Agent has made available to the applicable JPY Tranche A Facility and at the time of funding it shall be deemed repaid Borrower. If such Lender does not pay such amount under upon the applicable JPY Tranche A Facility. FurthermoreAdministrative Agent’s demand therefor, the Administrative Agent will be entitled to apply amounts funded by any Lender under this Agreement towards the repayment of amounts then due under a JPY Tranche A Facility (and net settle such amounts vis a vis promptly notify the Borrower) regardless of whether , and the Lender funding Borrower shall immediately pay such amounts is also a lender being concurrently repaid under such JPY Tranche A Facilityamount to the Administrative Agent. The Administrative Agent will make shall also be entitled to recover from such Loans available to Lender or the Borrower by promptly crediting Borrower, as the amounts so receivedcase may be, after reducing the amount of the Administration Fee (as defined in the Agency Fee Letter) which the Borrower owes to the Administrative Agent interest on such Drawdown Date, amount in like funds, respect of each day from the date an amount equal to the account designated in Section 2.03. The Lenders shall make such Loan to an account to be notified corresponding amount was made available by the Administrative Agent to the Lenders prior Borrower to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (i) from the Borrower, at the applicable Drawdown Daterate for such Revolving Loan pursuant to the Notice of Borrowing or (ii) from such Lender, at the Overnight Rate plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing.

Funding of Loans. (a) Each Lender shall make each Loan (which shall be funded net of the Up-Front Fees (as defined in the Bookrunners Fee Letter) owed available 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 its Pro Rata Share of the principal amount of each Loan prior to 11:00 a.m. (Toronto time) on the date of the extension of credit. The Administrative Agent shall, upon fulfilment by it for 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 purpose by notice funds available to the Lenders; provided Borrowers on the date of the extension of credit by crediting the relevant Designated Account (or causing such account to be credited). Unless the Administrative Agent has been notified by a Lender at least one Banking Day prior to the date of the extension of credit that any such Lender that is, immediately preceding a Drawdown Date, also a lender under an applicable JPY Tranche A Facility being repaid with will not make available to the net proceeds Administrative Agent its Pro Rata Share of such drawdown, may in its sole discretion notify the Agent in writing in the form attached as Exhibit F four Business Days before the Drawdown Date that it will net fund its Commitments in respect of such drawdown such that the amount of JPY required to be funded by such Lender in respect of such drawdown shall be reduced by the amount then due under the applicable JPY Tranche A Facility and at the time of funding it shall be deemed repaid such amount under the applicable JPY Tranche A Facility. FurthermoreLoan, the Administrative Agent will be entitled to apply amounts funded by any Lender under this Agreement towards the repayment of amounts then due under a JPY Tranche A Facility (and net settle may assume that such amounts vis a vis the Borrower) regardless of whether the Lender funding Xxxxxx has made such amounts is also a lender being concurrently repaid under such JPY Tranche A Facility. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, after reducing the amount portion of the Administration Fee (as defined in the Agency Fee Letter) which the Borrower owes Loan available to the Administrative Agent on such Drawdown Datethe date of the extension of credit in accordance with the provisions hereof and the Administrative Agent may, in like fundsreliance upon such assumption, make available to the Borrowers on such date a corresponding amount. If the Administrative Agent has made such assumption, to the account designated extent such Lender shall not have so made its Pro Rata Share of the Loan available to the Administrative Agent, such Xxxxxx agrees to pay to the Administrative Agent, forthwith on demand, such Xxxxxx’s Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Administrative Agent in Section 2.03connection therewith together with interest thereon at the then prevailing interbank rate for each day from the date such amount 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 Lenders amount payable by each Lender to the Administrative Agent pursuant hereto shall make such Loan to an account to be notified set forth in a certificate delivered by the Administrative Agent to such Lender and the Lenders prior 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 applicable Drawdown DateAdministrative 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.

Funding of Loans. (a) Each Lender shall make each Loan (which shall be funded net of the Up-Front Fees (as defined in the Bookrunners Fee Letter) owed available 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 its Pro Rata Share of the principal amount of each Loan prior to 11:00 a.m. (Toronto time) on the date of the extension of credit. The Administrative Agent shall, upon fulfilment by it for 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 purpose funds available to such Borrower on the date of the extension of credit by notice crediting the Designated Account (or causing such account to be credited). Unless the Administrative Agent has been notified by a Lender at least one Banking Day prior to the Lenders; provided date of the extension of credit that any such Lender that is, immediately preceding a Drawdown Date, also a lender under an applicable JPY Tranche A Facility being repaid with will not make available to the net proceeds Administrative Agent its Pro Rata Share of such drawdown, may in its sole discretion notify the Agent in writing in the form attached as Exhibit F four Business Days before the Drawdown Date that it will net fund its Commitments in respect of such drawdown such that the amount of JPY required to be funded by such Lender in respect of such drawdown shall be reduced by the amount then due under the applicable JPY Tranche A Facility and at the time of funding it shall be deemed repaid such amount under the applicable JPY Tranche A Facility. FurthermoreLoan, the Administrative Agent will be entitled to apply amounts funded by any may assume that such Lender under this Agreement towards the repayment of amounts then due under a JPY Tranche A Facility (and net settle has made such amounts vis a vis the Borrower) regardless of whether the Lender funding such amounts is also a lender being concurrently repaid under such JPY Tranche A Facility. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, after reducing the amount portion of the Administration Fee (as defined in the Agency Fee Letter) which the Borrower owes Loan available to the Administrative Agent on such Drawdown Datethe date of the extension of credit in accordance with the provisions hereof and the Administrative Agent may, in like fundsreliance upon such assumption, make available to the requesting Borrower on such date a corresponding amount. If the Administrative Agent has made such assumption, to the account designated extent such Lender shall not have so made its Pro Rata Share of the Loan available to the Administrative Agent, such Lender agrees to pay to 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 in Section 2.03connection therewith together with interest thereon at the then prevailing interbank rate for each day from the date such amount 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 Lenders amount payable by each Lender to the Administrative Agent pursuant hereto shall make such Loan to an account to be notified set forth in a certificate delivered by the Administrative Agent to such Lender and the Lenders prior 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 applicable Drawdown Date.Administrative 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 relevant Borrower in respect of such Loan. 286051.00085/102910339.15

Funding of Loans. (a) Each Lender shall make available to the Agent its Pro Rata Share of the principal amount of each Loan (which other than a BA Rate Loan) under the Credit Facility prior to 10:00 a.m. (Toronto time) on the date of the extension of credit. The Agent shall, upon fulfilment by the Borrower of the terms and conditions set forth in Article 12, make such funds available to the Borrower on the date of the extension of credit by crediting the appropriate Designated Account in immediately available funds unless otherwise irrevocably authorized and directed in the Drawdown Notice. Unless the Agent has been notified by a Lender prior to 10:00 a.m. (Toronto time) on the date of the extension of credit that such Lender will not make available to the Agent its Pro Rata Share of such Loan, the Agent may assume that such Lender has made such portion of the Loan available to the Agent on the date of the extension of credit in accordance with the provisions hereof and the Agent may, in reliance upon such assumption, 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 Pro Rata Share of the Loan available to the Agent, such Lxxxxx agrees to pay to the Agent, forthwith on demand, such Lxxxxx’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 then prevailing interbank rate for each day from the date such amount is made available to the Borrower until the date such amount is 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 Agent. The amount payable by such Lender to the Agent pursuant hereto shall be funded net of set forth in a certificate delivered by the Up-Front Fees (as defined in the Bookrunners Fee Letter) owed Agent to such Lender under and the Bookrunners Fee LetterBorrower (which certificate shall contain reasonable details of how the amount payable is calculated) to be made by it hereunder on and shall constitute prima facie evidence of such amount payable. If such Lender makes the applicable Drawdown Date thereof by wire transfer of immediately available funds by 11:00 a.m., Tokyo time, payment to the account Agent required herein, the amount so paid shall constitute such Lender’s Pro Rata Share of the Administrative Agent most recently designated by it Loan for purposes of this Agreement and shall entitle such purpose by notice Lender to all rights and remedies against the Lenders; provided that any Lender that is, immediately preceding a Drawdown Date, also a lender under an applicable JPY Tranche A Facility being repaid with the net proceeds of such drawdown, may in its sole discretion notify the Agent in writing in the form attached as Exhibit F four Business Days before the Drawdown Date that it will net fund its Commitments Borrower in respect of such drawdown such that the amount of JPY required to be funded by such Lender in respect of such drawdown shall be reduced by the amount then due under the applicable JPY Tranche A Facility and at the time of funding it shall be deemed repaid such amount under the applicable JPY Tranche A Facility. Furthermore, the Administrative Agent will be entitled to apply amounts funded by any Lender under this Agreement towards the repayment of amounts then due under a JPY Tranche A Facility (and net settle such amounts vis a vis the Borrower) regardless of whether the Lender funding such amounts is also a lender being concurrently repaid under such JPY Tranche A Facility. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, after reducing the amount of the Administration Fee (as defined in the Agency Fee Letter) which the Borrower owes to the Administrative Agent on such Drawdown Date, in like funds, to the account designated in Section 2.03. The Lenders shall make such Loan to an account to be notified by the Administrative Agent to the Lenders prior to the applicable Drawdown DateLoan.

Funding of Loans. (a) Each Lender shall make each Loan (which shall be funded net of the Up-Front Fees (as defined in the Bookrunners Fee Letter) owed available 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 its Pro Rata Share of the principal amount of each Loan prior to 11:00 a.m. (Toronto time) on the date of the extension of credit. The Administrative Agent shall, upon fulfilment by it for 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 purpose by notice funds available to the Lenders; provided Borrower on the date of the extension of credit by crediting the relevant Designated Account (or causing such account to be credited). Unless the Administrative Agent has been notified by a Lender at least one Banking Day prior to the date of the extension of credit that any such Lender that is, immediately preceding a Drawdown Date, also a lender under an applicable JPY Tranche A Facility being repaid with will not make available to the net proceeds Administrative Agent its Pro Rata Share of such drawdown, may in its sole discretion notify the Agent in writing in the form attached as Exhibit F four Business Days before the Drawdown Date that it will net fund its Commitments in respect of such drawdown such that the amount of JPY required to be funded by such Lender in respect of such drawdown shall be reduced by the amount then due under the applicable JPY Tranche A Facility and at the time of funding it shall be deemed repaid such amount under the applicable JPY Tranche A Facility. FurthermoreLoan, the Administrative Agent will be entitled to apply amounts funded by any Lender under this Agreement towards the repayment of amounts then due under a JPY Tranche A Facility (and net settle may assume that such amounts vis a vis the Borrower) regardless of whether the Lender funding Lxxxxx has made such amounts is also a lender being concurrently repaid under such JPY Tranche A Facility. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, after reducing the amount portion of the Administration Fee (as defined in the Agency Fee Letter) which the Borrower owes Loan available to the Administrative Agent on such Drawdown Datethe date of the extension of credit in accordance with the provisions hereof and the Administrative Agent may, in like fundsreliance upon such assumption, make available to the Borrower on such date a corresponding amount. If the Administrative Agent has made such assumption, to the account designated extent such Lender shall not have so made its Pro Rata Share of the Loan available to the Administrative Agent, such Lxxxxx agrees to pay to the Administrative Agent, forthwith on demand, such Lxxxxx’s Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Administrative Agent in Section 2.03connection therewith together with interest thereon at the then prevailing interbank rate for each day from the date such amount 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 Lenders amount payable by each Lender to the Administrative Agent pursuant hereto shall make such Loan to an account to be notified set forth in a certificate delivered by the Administrative Agent to such Lender and the Lenders prior 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 applicable Drawdown DateAdministrative 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 Borrower in respect of such Loan.

Funding of Loans. (a) Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender shall will make each Loan (which shall be funded net its pro rata share of the Up-Front Fees (as defined Loans available to the Administrative Agent by 1:00 p.m. on the date specified in the Bookrunners Fee LetterNotice of Borrowing by deposit (in Dollars) 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 at the account offices of the Administrative Agent most recently designated by it for at its principal office in New York, New York, or at such purpose by notice to the Lenders; provided that any Lender that is, immediately preceding a Drawdown Date, also a lender under an applicable JPY Tranche A Facility being repaid with the net proceeds of such drawdown, may in its sole discretion notify the Agent in writing in the form attached other address as Exhibit F four Business Days before the Drawdown Date that it will net fund its Commitments in respect of such drawdown such that the amount of JPY required to be funded by such Lender in respect of such drawdown shall be reduced by the amount then due under the applicable JPY Tranche A Facility and at the time of funding it shall be deemed repaid such amount under the applicable JPY Tranche A Facility. Furthermore, the Administrative Agent will may designate in writing. All Loans shall be entitled to apply amounts funded made by the Lenders pro rata on the basis of each Lender’s Commitment. No Lender shall be responsible for the failure or delay by any other Lender under this Agreement towards in its obligation to make Loans hereunder; provided, however, that the repayment failure of amounts then due under a JPY Tranche A Facility (and net settle such amounts vis a vis the Borrower) regardless any Lender to fulfill its obligations hereunder shall not relieve any other Lender of whether the Lender funding such amounts is also a lender being concurrently repaid under such JPY Tranche A Facilityits 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 promptly crediting any Lender prior to the amounts so received, after reducing time of any such Loan that such Lender does not intend to make available to the amount Administrative Agent its portion of the Administration Fee (as defined in Loans to be made on such date, the Agency Fee Letter) which the Borrower owes Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on the date of such Drawdown DateLoans, and the Administrative Agent in like fundsreliance upon such assumption, may (in its sole discretion without any obligation to do so) make available to the account designated Borrower a corresponding amount. If such corresponding amount is not in Section 2.03fact 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 Lenders Administrative Agent shall make also be entitled to recover from the Lender or the Borrower, as the case may be, interest on such Loan to an account to be notified corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Lenders prior Borrower to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (a) the applicable Drawdown Daterate for such Loan pursuant to the Notice of Borrowing, if recovered from the Borrower, and (b) the Federal Funds Rate, if recovered from a Lender.

Funding of Loans. (a) Each Lender which has made an Individual Commitment under a particular Credit Facility shall make available to the Agent its Pro Rata Share of the principal amount of each Loan under such Credit Facility, in the appropriate currency, prior to 11:00 a.m. (which shall be funded net Toronto time) on the date of the Up-Front Fees 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 (as defined or causing such account to be credited) unless otherwise irrevocably authorized and directed in the Bookrunners Fee Letter) owed Drawdown Notice. Unless the Agent has been notified by a Lender at least two Banking Days prior to the date of the extension of credit that such Lender under will not make available to the Bookrunners Fee Letter) Agent its Pro Rata Share of such Loan, the Agent may assume that such Lender has made such portion of the Loan available to be made by it hereunder the Agent on the date of the extension of credit in accordance with the provisions hereof and the Agent may, in reliance upon such assumption, make available to the applicable Drawdown Date thereof by wire transfer of immediately available funds by 11:00 a.m., Tokyo timeBorrower on such date a corresponding amount. If the Agent has made such assumption, to the account extent such Lender shall not have so made its Pro Rata Share of the Administrative Agent most recently designated by it for such purpose by notice Loan available to the Lenders; provided that any Agent, such Lender that isagrees to pay to the Agent, immediately preceding a Drawdown Dateforthwith on demand, also a lender under an applicable JPY Tranche A Facility being repaid with such Lender’s Pro Rata Share of the net proceeds of such drawdown, may in its sole discretion notify Loan and all reasonable costs and expenses incurred by the Agent in writing in connection therewith together with interest thereon at the form attached as Exhibit F four Business Days before the Drawdown Date that it will net fund its Commitments rate payable hereunder by such Borrower in respect of such drawdown Loan for each day from the date such amount is made available to such Borrower until the date such amount is 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 Agent. The amount payable to the 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 how the amount payable is calculated) and shall constitute prima facie evidence of JPY required to be funded by 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 drawdown shall be reduced by the amount then due under the applicable JPY Tranche A Facility and at the time Loan. The failure of funding it shall be deemed repaid such amount under the applicable JPY Tranche A Facility. Furthermore, the Administrative Agent will be entitled to apply amounts funded by any Lender under this Agreement towards the repayment of amounts then due under a JPY Tranche A Facility (and net settle such amounts vis a vis the Borrower) regardless of whether the Lender funding such amounts is also a lender being concurrently repaid under such JPY Tranche A Facility. The Administrative Agent will to make such Loans available to the Borrower by promptly crediting Agent its Pro Rata Share of a Loan shall not relieve any other Lender of its obligation hereunder to make available to the amounts so received, after reducing the amount Agent its Pro Rata Share of the Administration Fee (as defined in Loan on the Agency Fee Letter) which date of the Borrower owes to the Administrative Agent on such Drawdown Date, in like funds, to the account designated in Section 2.03. The Lenders shall make such Loan to an account to be notified by the Administrative Agent to the Lenders prior to the applicable Drawdown Datecredit.

Funding of Loans. (a) Each Lender shall make each its Interim Loan (which shall be funded net Commitment Percentage of the Up-Front Fees (as defined in Interim Loan Committed Amount available to the Bookrunners Fee Letter) owed to such Lender under the Bookrunners Fee Letter) to be made Administrative Agent by it hereunder 1:00 p.m. on the applicable Drawdown Closing Date thereof by wire transfer deposit, in Dollars, of immediately available funds at the Agency Services Address. The amount of the Interim Loans will then be made available to the Borrower by 11:00 a.m., Tokyo timethe Administrative Agent as directed by the Borrower, to the account 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 most recently designated by it for such purpose by notice at least three (3) Business Days prior to the LendersClosing Date. Thereafter, all or any portion of the Interim Loans may be converted into Eurodollar Loans in accordance with the terms of Section 2.2. The obligations of the Lenders hereunder to make Interim Loans and to make payments pursuant to Section 10.7 are several and not joint. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make Interim Loans hereunder; provided 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 issuch Lender does not intend to make available to the Administrative Agent its portion of the Interim Loans to be made on such date, immediately preceding a Drawdown Date, also a lender under an applicable JPY Tranche A Facility being repaid with the net proceeds Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on the date of such drawdownInterim Loans, and the Administrative Agent in reliance upon such assumption, may (in its sole discretion notify 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 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 shall be able to recover such drawdown corresponding amount from such that the amount of JPY required to be funded by Lender. If such Lender in respect of does not pay such drawdown shall be reduced by corresponding amount upon 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. FurthermoreAdministrative Agent’s demand therefor, the Administrative Agent will be entitled to apply amounts funded by any Lender under this Agreement towards the repayment of amounts then due under a JPY Tranche A Facility (and net settle such amounts vis a vis promptly notify the Borrower) regardless of whether , and the Lender funding Borrower shall immediately pay such amounts is also a lender being concurrently repaid under such JPY Tranche A Facilitycorresponding amount to the Administrative Agent. The Administrative Agent will make shall also be entitled to recover from such Loans available to Lender or the Borrower by promptly crediting Borrower, as the amounts so receivedcase may be, after reducing the amount of the Administration Fee (as defined in the Agency Fee Letter) which the Borrower owes to the Administrative Agent interest on such Drawdown Date, corresponding amount in like funds, to respect of each day from the account designated in Section 2.03. The Lenders shall make date such Loan to an account to be notified corresponding amount was made available by the Administrative Agent to the Lenders prior Borrower to the applicable Drawdown Datedate such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (i) from the Borrower at the Base Rate or (ii) from such Lender, at a rate per annum equal to, during the period to but excluding the date two Business Days after demand therefor, the Federal Funds Rate, and, thereafter, the Base Rate plus two percent (2%) per annum.

Funding of Loans. (a) Each relevant Lender shall make each Loan (which shall be funded net of the Up-Front Fees (as defined in the Bookrunners Fee Letter) owed available 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 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 of the extension of credit. The Administrative Agent shall, upon fulfilment by it for the relevant Borrower of the terms and conditions set forth in Article 12, make such purpose by notice funds available to the Lenders; provided applicable Borrower by 3:00 p.m. (Toronto time) on the date of the extension of credit by crediting the relevant Designated Account. 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 any such Lender that is, immediately preceding a Drawdown Date, also a lender under an applicable JPY Tranche A Facility being repaid with will not make available to the net proceeds Administrative Agent its Pro Rata Share of such drawdown, may in its sole discretion notify the Agent in writing in the form attached as Exhibit F four Business Days before the Drawdown Date that it will net fund its Commitments in respect of such drawdown such that the amount of JPY required to be funded by such Lender in respect of such drawdown shall be reduced by the amount then due under the applicable JPY Tranche A Facility and at the time of funding it shall be deemed repaid such amount under the applicable JPY Tranche A Facility. FurthermoreLoan, the Administrative Agent will be entitled to apply amounts funded by any may assume that such Lender under this Agreement towards the repayment of amounts then due under a JPY Tranche A Facility (and net settle has made such amounts vis a vis the Borrower) regardless of whether the Lender funding such amounts is also a lender being concurrently repaid under such JPY Tranche A Facility. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, after reducing the amount portion of the Administration Fee (as defined in the Agency Fee Letter) which the Borrower owes Loan available to the Administrative Agent on such Drawdown Datethe date of the extension of credit in accordance with the provisions hereof and the Administrative Agent may, in like fundsreliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent has made such assumption, to the account designated extent such Lender shall not have so made its Pro Rata Share of the Loan available to the Administrative Agent, such Lender agrees to pay to 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 in Section 2.03connection therewith together with interest thereon at the then prevailing interbank rate for each day from the date such amount 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 Lenders amount payable by each Lender to the Administrative Agent pursuant hereto shall make such Loan to an account to be notified set forth in a certificate delivered by the Administrative Agent to such Lender and the Lenders prior 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 Administrative 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 relevant Lender to all rights and remedies against the applicable Drawdown DateBorrower in respect of such Loan.

Funding of Loans. (a) Each Lender shall make each Loan (which shall be funded net of the Up-Front Fees (as defined in the Bookrunners Fee Letter) owed available 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 its Pro Rata Share of the principal amount of each Loan under the Credit Facility prior to 11:00 a.m. (Toronto time) on the date of the extension of credit. The Administrative Agent shall, upon fulfilment by it for the relevant Borrower of the terms and conditions set forth in Article 12, make such purpose funds available to such Borrower on the date of the extension of credit by notice crediting the relevant Designated Account (or causing such account to be 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 Lenders; provided date of the extension of credit that any such Lender that is, immediately preceding a Drawdown Date, also a lender under an applicable JPY Tranche A Facility being repaid with will not make available to the net proceeds Administrative Agent its Pro Rata Share of such drawdown, may in its sole discretion notify the Agent in writing in the form attached as Exhibit F four Business Days before the Drawdown Date that it will net fund its Commitments in respect of such drawdown such that the amount of JPY required to be funded by such Lender in respect of such drawdown shall be reduced by the amount then due under the applicable JPY Tranche A Facility and at the time of funding it shall be deemed repaid such amount under the applicable JPY Tranche A Facility. FurthermoreLoan, the Administrative Agent will be entitled to apply amounts funded by any may assume that such Lender under this Agreement towards the repayment of amounts then due under a JPY Tranche A Facility (and net settle has made such amounts vis a vis the Borrower) regardless of whether the Lender funding such amounts is also a lender being concurrently repaid under such JPY Tranche A Facility. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, after reducing the amount portion of the Administration Fee (as defined in the Agency Fee Letter) which the Borrower owes Loan available to the Administrative Agent on such Drawdown Datethe date of the extension of credit in accordance with the provisions hereof and the Administrative Agent may, in like fundsreliance upon such assumption, make available to the relevant Borrower on such date a corresponding amount. If the Administrative Agent has made such assumption, to the account designated extent such Lender shall not have so made its Pro Rata Share of the Loan available to the Administrative Agent, such Lender agrees to pay to 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 in Section 2.03connection therewith together with interest thereon at the then prevailing interbank rate for each day from the date such amount 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 Lenders amount payable by each Lender to the Administrative Agent pursuant hereto shall make such Loan to an account to be notified set forth in a certificate delivered by the Administrative Agent to such Lender and the Lenders prior 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 applicable Drawdown DateAdministrative 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 relevant Borrower in respect of such Loan.

Funding of Loans. (a) Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender shall will make each Loan (which shall be funded net its pro rata share of the Up-Front Fees (as defined Loans available to the Administrative Agent by 1:00 p.m. on the date specified in the Bookrunners Fee LetterNotice of Borrowing by deposit (in Dollars) 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 at the account offices of the Administrative Agent most recently designated by it for at its principal office in New York, New York, or at such purpose by notice to the Lenders; provided that any Lender that is, immediately preceding a Drawdown Date, also a lender under an applicable JPY Tranche A Facility being repaid with the net proceeds of such drawdown, may in its sole discretion notify the Agent in writing in the form attached other address as Exhibit F four Business Days before the Drawdown Date that it will net fund its Commitments in respect of such drawdown such that the amount of JPY required to be funded by such Lender in respect of such drawdown shall be reduced by the amount then due under the applicable JPY Tranche A Facility and at the time of funding it shall be deemed repaid such amount under the applicable JPY Tranche A Facility. Furthermore, the Administrative Agent will may designate in writing. All Loans shall be entitled to apply amounts funded made by the Lenders pro rata on the basis of each Lender’s Commitment. No Lender shall be responsible for the failure or delay by any other Lender under this Agreement towards in its obligation to make Loans hereunder; provided, however, that the repayment failure of amounts then due under a JPY Tranche A Facility (and net settle such amounts vis a vis the Borrower) regardless any Lender to fulfill its obligations hereunder shall not relieve any other Lender of whether the Lender funding such amounts is also a lender being concurrently repaid under such JPY Tranche A Facilityits 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 promptly crediting any Lender prior to the amounts so received, after reducing time of any such Loan that such Lender does not intend to make available to the amount Administrative Agent its portion of the Administration Fee (as defined in Loans to be made on such date, the Agency Fee Letter) which the Borrower owes Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on the date of such Drawdown DateLoans, and the Administrative Agent in like fundsreliance upon such assumption, may (in its sole discretion without any obligation to do so) make available to the account designated Borrower a corresponding amount. If such corresponding amount is not in Section 2.03fact 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 Lenders Administrative Agent shall make also be entitled to recover from the Lender or the Borrower, as the case may be, interest on such Loan to an account to be notified corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Lenders prior Borrower to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (a) the applicable Drawdown Daterate for such Loan pursuant to the Notice of Borrowing, if recovered from the Borrower, and (b) the Federal Funds Rate, if recovered from a Lender.

Funding of Loans. (a) Each Lender shall make each Loan (which shall be funded net of the Up-Front Fees (as defined in the Bookrunners Fee Letter) owed available 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 its Pro Rata Share of the principal amount of each Loan under the Credit Facility prior to 11:00 a.m. (Toronto time) on the date of the extension of credit. The Administrative Agent shall, upon fulfilment by it for 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 purpose by notice funds available to the Lenders; provided Borrower on the date of the extension of credit by crediting the Designated Account (or causing such account to be credited). Unless the Administrative Agent has been notified by a Lender at least one Banking Day prior to the date of the extension of credit that any such Lender that is, immediately preceding a Drawdown Date, also a lender under an applicable JPY Tranche A Facility being repaid with will not make available to the net proceeds Administrative Agent its Pro Rata Share of such drawdown, may in its sole discretion notify the Agent in writing in the form attached as Exhibit F four Business Days before the Drawdown Date that it will net fund its Commitments in respect of such drawdown such that the amount of JPY required to be funded by such Lender in respect of such drawdown shall be reduced by the amount then due under the applicable JPY Tranche A Facility and at the time of funding it shall be deemed repaid such amount under the applicable JPY Tranche A Facility. FurthermoreLoan, the Administrative Agent will be entitled to apply amounts funded by any may assume that such Lender under this Agreement towards the repayment of amounts then due under a JPY Tranche A Facility (and net settle has made such amounts vis a vis the Borrower) regardless of whether the Lender funding such amounts is also a lender being concurrently repaid under such JPY Tranche A Facility. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, after reducing the amount portion of the Administration Fee (as defined in the Agency Fee Letter) which the Borrower owes Loan available to the Administrative Agent on such Drawdown Datethe date of the extension of credit in accordance with the provisions hereof and the Administrative Agent may, in like fundsreliance upon such assumption, make available to the Borrower on such date a corresponding amount. If the Administrative Agent has made such assumption, to the account designated extent such Lender shall not have so made its Pro Rata Share of the Loan available to the Administrative Agent, such Lender agrees to pay to 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 in Section 2.03connection therewith together with interest thereon at the then prevailing interbank rate for each day from the date such amount 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 Lenders amount payable by each Lender to the Administrative Agent pursuant hereto shall make such Loan to an account to be notified set forth in a certificate delivered by the Administrative Agent to such Lender and the Lenders prior 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 applicable Drawdown DateAdministrative 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 Borrower in respect of such Loan.

Funding of Loans. (a) Each Lender shall make each Loan (which shall be funded net of the Up-Front Fees (as defined in the Bookrunners Fee Letter) owed available 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 its Pro Rata Share of the principal amount of each Loan under the Credit Facility prior to 11:00 a.m. (Toronto time) on the date of the extension of credit. The Administrative Agent shall, upon fulfilment by it for 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 purpose by notice funds available to the Lenders; provided applicable Borrower as designated in such Drawdown Notice on the date of the extension of credit by crediting the applicable Designated Account (or causing such account to be credited). Unless the Administrative Agent has been notified by a Lender at least one Banking Day prior to the date of the extension of credit that any such Lender that is, immediately preceding a Drawdown Date, also a lender under an applicable JPY Tranche A Facility being repaid with will not make available to the net proceeds Administrative Agent its Pro Rata Share of such drawdown, may in its sole discretion notify the Agent in writing in the form attached as Exhibit F four Business Days before the Drawdown Date that it will net fund its Commitments in respect of such drawdown such that the amount of JPY required to be funded by such Lender in respect of such drawdown shall be reduced by the amount then due under the applicable JPY Tranche A Facility and at the time of funding it shall be deemed repaid such amount under the applicable JPY Tranche A Facility. FurthermoreLoan, the Administrative Agent will be entitled to apply amounts funded by any may assume that such Lender under this Agreement towards the repayment of amounts then due under a JPY Tranche A Facility (and net settle has made such amounts vis a vis the Borrower) regardless of whether the Lender funding such amounts is also a lender being concurrently repaid under such JPY Tranche A Facility. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, after reducing the amount portion of the Administration Fee (as defined in the Agency Fee Letter) which the Borrower owes Loan available to the Administrative Agent on such Drawdown Datethe date of the extension of credit in accordance with the provisions hereof and the Administrative Agent may, in like fundsreliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent has made such assumption, to the account designated extent such Lender shall not have so made its Pro Rata Share of the Loan available to the Administrative Agent, such Lender agrees to pay to 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 in Section 2.03connection therewith together with interest thereon at the then prevailing interbank rate for each day from the date such amount 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 Lenders amount payable by each Lender to the Administrative Agent pursuant hereto shall make such Loan to an account to be notified set forth in a certificate delivered by the Administrative Agent to such Lender and the Lenders prior 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 applicable Drawdown DateAdministrative 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 BorrowerBorrowers in respect of such Loan.

Funding of Loans. (a) Each Lender shall make each Loan (which shall be funded net of the Up-Front Fees (as defined in the Bookrunners Fee Letter) owed available 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 its Pro Rata Share of the principal amount of each Loan prior to 11:00 a.m. (Toronto time) on the date of the extension of credit. The Administrative Agent shall, upon fulfilment by it for 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 purpose by notice funds available to the Lenders; provided Borrower on the date of the extension of credit by crediting the Designated Account (or causing such account to be credited). Unless the Administrative Agent has been notified by a Lender at least one Banking Day prior to the date of the extension of credit that any such Lender that is, immediately preceding a Drawdown Date, also a lender under an applicable JPY Tranche A Facility being repaid with will not make available to the net proceeds Administrative Agent its Pro Rata Share of such drawdown, may in its sole discretion notify the Agent in writing in the form attached as Exhibit F four Business Days before the Drawdown Date that it will net fund its Commitments in respect of such drawdown such that the amount of JPY required to be funded by such Lender in respect of such drawdown shall be reduced by the amount then due under the applicable JPY Tranche A Facility and at the time of funding it shall be deemed repaid such amount under the applicable JPY Tranche A Facility. FurthermoreLoan, the Administrative Agent will be entitled to apply amounts funded by any Lender under this Agreement towards the repayment of amounts then due under a JPY Tranche A Facility (and net settle may assume that such amounts vis a vis the Borrower) regardless of whether the Lender funding Lxxxxx has made such amounts is also a lender being concurrently repaid under such JPY Tranche A Facility. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, after reducing the amount portion of the Administration Fee (as defined in the Agency Fee Letter) which the Borrower owes Loan available to the Administrative Agent on such Drawdown Datethe date of the extension of credit in accordance with the provisions hereof and the Administrative Agent may, in like fundsreliance upon such assumption, make available to the Borrower on such date a corresponding amount. If the Administrative Agent has made such assumption, to the account designated extent such Lender shall not have so made its Pro Rata Share of the Loan available to the Administrative Agent, such Lxxxxx agrees to pay to the Administrative Agent, forthwith on demand, such Lxxxxx’s Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Administrative Agent in Section 2.03connection therewith together with interest thereon at the then prevailing interbank rate for each day from the date such amount 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 Lenders amount payable by each Lender to the Administrative Agent pursuant hereto shall make such Loan to an account to be notified set forth in a certificate delivered by the Administrative Agent to such Lender and the Lenders prior 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 applicable Drawdown DateAdministrative 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 Borrower in respect of such Loan.

Funding of Loans. (a) Each Lender shall make each Loan (which shall be funded net of the Up-Front Fees (as defined in the Bookrunners Fee Letter) owed available 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 its Pro Rata Share of the principal amount of each Loan under the Credit Facility prior to 11:00 a.m. (Toronto time) on the date of the extension of credit. The Administrative Agent shall, upon fulfilment by it for 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 purpose by notice funds available to the Lenders; provided Borrower on the date of the extension of credit by crediting the Designated Account (or causing such account to be credited). Unless the Administrative Agent has been notified by a Lender at least one Banking Day prior to the date of the extension of credit that any such Lender that is, immediately preceding a Drawdown Date, also a lender under an applicable JPY Tranche A Facility being repaid with will not make available to the net proceeds Administrative Agent its Pro Rata Share of such drawdown, may in its sole discretion notify the Agent in writing in the form attached as Exhibit F four Business Days before the Drawdown Date that it will net fund its Commitments in respect of such drawdown such that the amount of JPY required to be funded by such Lender in respect of such drawdown shall be reduced by the amount then due under the applicable JPY Tranche A Facility and at the time of funding it shall be deemed repaid such amount under the applicable JPY Tranche A Facility. FurthermoreLoan, the Administrative Agent will be entitled to apply amounts funded by any may assume that such Lender under this Agreement towards the repayment of amounts then due under a JPY Tranche A Facility (and net settle has made such amounts vis a vis the Borrower) regardless of whether the Lender funding such amounts is also a lender being concurrently repaid under such JPY Tranche A Facility. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, after reducing the amount portion of the Administration Fee (as defined in the Agency Fee Letter) which the Borrower owes Loan available to the Administrative Agent on such Drawdown Datethe date of the extension of credit in accordance with the provisions hereof and the Administrative Agent may, in like fundsreliance upon such assumption, make available to the Borrower on such date a corresponding amount. If the Administrative Agent has made such assumption, to the account designated extent such Lender shall not have so made its Pro Rata Share of the Loan available to the Administrative Agent, such Lender agrees to pay to 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 in Section 2.03connection therewith together with interest thereon at the then prevailing interbank rate for each day from the date such amount 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 Lenders amount payable by each Lender to the Administrative Agent pursuant hereto shall make such Loan to an account to be notified set forth in a certificate delivered by the Administrative Agent to such Lender and the Lenders prior 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 applicable Drawdown DateAdministrative 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 Borrower in respect of such Loan.

Funding of Loans. (a) Each Lender shall make each Loan (which shall be funded net of the Up-Front Fees (as defined in the Bookrunners Fee Letter) owed available 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 its Pro Rata Share of the principal amount of each Loan under the Credit Facility prior to 11:00 a.m. (Toronto time) on the date of the extension of credit. The Administrative Agent shall, upon fulfilment by it for the relevant Borrower of the terms and conditions set forth in Article 12, make such purpose funds available to such Borrower on the date of the extension of credit by notice crediting the relevant Designated Account (or causing such account to be 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 Lenders; provided date of the extension of credit that any such Lender that is, immediately preceding a Drawdown Date, also a lender under an applicable JPY Tranche A Facility being repaid with will not make available to the net proceeds Administrative Agent its Pro Rata Share of such drawdown, may in its sole discretion notify the Agent in writing in the form attached as Exhibit F four Business Days before the Drawdown Date that it will net fund its Commitments in respect of such drawdown such that the amount of JPY required to be funded by such Lender in respect of such drawdown shall be reduced by the amount then due under the applicable JPY Tranche A Facility and at the time of funding it shall be deemed repaid such amount under the applicable JPY Tranche A Facility. FurthermoreLoan, the Administrative Agent will be entitled to apply amounts funded by any may assume that such Lender under this Agreement towards the repayment of amounts then due under a JPY Tranche A Facility (and net settle has made such amounts vis a vis the Borrower) regardless of whether the Lender funding such amounts is also a lender being concurrently repaid under such JPY Tranche A Facility. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, after reducing the amount portion of the Administration Fee (as defined in the Agency Fee Letter) which the Borrower owes Loan available to the Administrative Agent on such Drawdown Datethe date of the extension of credit in accordance with the provisions hereof and the Administrative Agent may, in like fundsreliance upon such assumption, make available to the relevant Borrower on such date a corresponding amount. If the Administrative Agent has made such assumption, to the account designated extent such Lender shall not have so made its Pro Rata Share of the Loan available to the Administrative Agent, such Lender agrees to pay to 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 in Section 2.03connection therewith together with interest thereon at the then prevailing interbank rate for each day from the date such amount 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 Lenders amount payable by each Lender to the Administrative Agent pursuant hereto shall make such Loan to an account to be notified set forth in a certificate delivered by the Administrative Agent to such Lender and the Lenders prior 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 applicable Drawdown DateAdministrative 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 relevant Borrower in respect of such Loan.

Funding of Loans. (a) Each Lender shall make available to the Administrative Agent its Pro Rata Share of the principal amount of each Loan (which shall be funded net other than a Gold Loan) under the Credit Facility prior to 11:00 a.m. (Toronto time) on the date of the Up-Front Fees extension of credit. Prior to 3:00 p.m. (as defined in the Bookrunners Fee LetterLondon time) owed to such Lender under the Bookrunners Fee Letter) to be made by it hereunder on the applicable Drawdown Date thereof date of any extension of credit by wire transfer way of immediately available funds by 11:00 a.m.a Gold Loan, Tokyo time, the Bullion Lenders (the Bullion Fronting Lender as to the account 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 most recently designated the number of xxxx ounces of such Gold Loan on such date by it for such purpose by notice crediting to the Lenders; provided 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 credited) or (y) such Gold available to such Borrower on the date of the extension of credit by crediting to such Borrower 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 any such Lender that is, immediately preceding a Drawdown Date, also a lender under an applicable JPY Tranche A Facility being repaid with will not make available to the net proceeds Administrative Agent its Pro Rata Share of such drawdown, may in its sole discretion notify the Agent in writing in the form attached as Exhibit F four Business Days before the Drawdown Date that it will net fund its Commitments in respect of such drawdown such that the amount of JPY required to be funded by such Lender in respect of such drawdown shall be reduced by the amount then due under the applicable JPY Tranche A Facility and at the time of funding it shall be deemed repaid such amount under the applicable JPY Tranche A Facility. FurthermoreLoan, the Administrative Agent will be entitled to apply amounts funded by any may assume that such Lender under this Agreement towards the repayment of amounts then due under a JPY Tranche A Facility (and net settle has made such amounts vis a vis the Borrower) regardless of whether the Lender funding such amounts is also a lender being concurrently repaid under such JPY Tranche A Facility. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, after reducing the amount portion of the Administration Fee (as defined in the Agency Fee Letter) which the Borrower owes Loan available to the Administrative Agent on such Drawdown Datethe date of the extension of credit in accordance with the provisions hereof and the Administrative Agent may, in like fundsreliance upon such assumption, make available to the relevant Borrower on such date a corresponding amount. If the Administrative Agent has made such assumption, to the account designated extent such Lender shall not have so made its Pro Rata Share of the Loan available to the Administrative Agent, such Lender agrees to pay to 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 in Section 2.03connection therewith together with interest or Gold Funding Fees, as applicable, thereon at the then prevailing interbank rate for each day from the date such amount 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 Lenders amount payable by each Lender to the Administrative Agent pursuant hereto shall make such Loan to an account to be notified set forth in a certificate delivered by the Administrative Agent to such Lender and the Lenders prior 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 applicable Drawdown DateAdministrative 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 relevant Borrower in respect of such Loan.

Funding of Loans. (a) Each Lender shall make each Loan (which shall be funded net of the Up-Front Fees (as defined in the Bookrunners Fee Letter) owed available 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 its Pro Rata Share of the 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 it for 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 purpose by notice funds available to the Lenders; provided Borrower on the date of the extension of credit by crediting the Designated Account (or causing such account to be credited). Unless the Administrative Agent has been notified by a Lender at least one Banking Day prior to the date of the extension of credit that any such Lender that is, immediately preceding a Drawdown Date, also a lender under an applicable JPY Tranche A Facility being repaid with will not make available to the net proceeds Administrative Agent its Pro Rata Share of such drawdown, may in its sole discretion notify the Agent in writing in the form attached as Exhibit F four Business Days before the Drawdown Date that it will net fund its Commitments in respect of such drawdown such that the amount of JPY required to be funded by such Lender in respect of such drawdown shall be reduced by the amount then due under the applicable JPY Tranche A Facility and at the time of funding it shall be deemed repaid such amount under the applicable JPY Tranche A Facility. FurthermoreLoan, the Administrative Agent will be entitled to apply amounts funded by any may assume that such Lender under this Agreement towards the repayment of amounts then due under a JPY Tranche A Facility (and net settle has made such amounts vis a vis the Borrower) regardless of whether the Lender funding such amounts is also a lender being concurrently repaid under such JPY Tranche A Facility. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, after reducing the amount portion of the Administration Fee (as defined in the Agency Fee Letter) which the Borrower owes Loan available to the Administrative Agent on such Drawdown Datethe date of the extension of credit in accordance with the provisions hereof and the Administrative Agent may, in like fundsreliance upon such assumption, make available to the Borrower on such date a corresponding amount. If the Administrative Agent has made such assumption, to the account designated extent such Lender shall not have so made its Pro Rata Share of the Loan available to the Administrative Agent, such Lender agrees to pay to 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 in Section 2.03connection therewith together with interest thereon at the then prevailing interbank rate for each day from the date such amount 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 Lenders amount payable by each Lender to the Administrative Agent pursuant hereto shall make such Loan to an account to be notified set forth in a certificate delivered by the Administrative Agent to such Lender and the Lenders prior 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 applicable Drawdown Date.Administrative 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 Borrower in respect of such Loan. DM_TOR/208573-00204/2193933.9

Funding of Loans. (a) Each Lender shall make each Loan (which shall be funded net of the Up-Front Fees (as defined in the Bookrunners Fee Letter) owed available 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 its Pro Rata Share of the principal amount of each Loan prior to 11:00 a.m. (Toronto time) on the date of the extension of credit. The Administrative Agent shall, upon fulfilment by it for 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 purpose by notice funds available to the Lenders; provided Borrower on the date of the extension of credit by crediting the Designated Account (or causing such account to be credited). Unless the Administrative Agent has been notified by a Lender at least one Banking Day prior to the date of the extension of credit that any such Lender that is, immediately preceding a Drawdown Date, also a lender under an applicable JPY Tranche A Facility being repaid with will not make available to the net proceeds Administrative Agent its Pro Rata Share of such drawdown, may in its sole discretion notify the Agent in writing in the form attached as Exhibit F four Business Days before the Drawdown Date that it will net fund its Commitments in respect of such drawdown such that the amount of JPY required to be funded by such Lender in respect of such drawdown shall be reduced by the amount then due under the applicable JPY Tranche A Facility and at the time of funding it shall be deemed repaid such amount under the applicable JPY Tranche A Facility. FurthermoreLoan, the Administrative Agent will be entitled to apply amounts funded by any Lender under this Agreement towards the repayment of amounts then due under a JPY Tranche A Facility (and net settle may assume that such amounts vis a vis the Borrower) regardless of whether the Lender funding Xxxxxx has made such amounts is also a lender being concurrently repaid under such JPY Tranche A Facility. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, after reducing the amount portion of the Administration Fee (as defined in the Agency Fee Letter) which the Borrower owes Loan available to the Administrative Agent on such Drawdown Datethe date of the extension of credit in accordance with the provisions hereof and the Administrative Agent may, in like fundsreliance upon such assumption, make available to the Borrower on such date a corresponding amount. If the Administrative Agent has made such assumption, to the account designated extent such Lender shall not have so made its Pro Rata Share of the Loan available to the Administrative Agent, such Xxxxxx agrees to pay to the Administrative Agent, forthwith on demand, such Xxxxxx’s Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Administrative Agent in Section 2.03connection therewith together with interest thereon at the then prevailing interbank rate for each day from the date such amount 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 Lenders amount payable by each Lender to the Administrative Agent pursuant hereto shall make such Loan to an account to be notified set forth in a certificate delivered by the Administrative Agent to such Lender and the Lenders prior 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 applicable Drawdown Date.Administrative 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 Borrower in respect of such Loan. Second Amended and Restated Credit Agreement

Funding of Loans. (a) Each Lender shall make each Loan (which shall be funded net of the Up-Front Fees (as defined in the Bookrunners Fee Letter) owed available 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 its Pro Rata Share of the principal amount of each Loan prior to 11:00 a.m. (Toronto time) on the date of the extension of credit. The Administrative Agent shall, upon fulfilment by it for 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 purpose by notice funds available to the Lenders; provided Borrower on the date of the extension of credit by crediting the relevant Designated Account (or causing such account to be credited). Unless the Administrative Agent has been notified by a Lender at least one Banking Day prior to the date of the extension of credit that any such Lender that is, immediately preceding a Drawdown Date, also a lender under an applicable JPY Tranche A Facility being repaid with will not make available to the net proceeds Administrative Agent its Pro Rata Share of such drawdown, may in its sole discretion notify the Agent in writing in the form attached as Exhibit F four Business Days before the Drawdown Date that it will net fund its Commitments in respect of such drawdown such that the amount of JPY required to be funded by such Lender in respect of such drawdown shall be reduced by the amount then due under the applicable JPY Tranche A Facility and at the time of funding it shall be deemed repaid such amount under the applicable JPY Tranche A Facility. FurthermoreLoan, the Administrative Agent will be entitled to apply amounts funded by any may assume that such Lender under this Agreement towards the repayment of amounts then due under a JPY Tranche A Facility (and net settle has made such amounts vis a vis the Borrower) regardless of whether the Lender funding such amounts is also a lender being concurrently repaid under such JPY Tranche A Facility. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, after reducing the amount portion of the Administration Fee (as defined in the Agency Fee Letter) which the Borrower owes Loan available to the Administrative Agent on such Drawdown Datethe date of the extension of credit in accordance with the provisions hereof and the Administrative Agent may, in like fundsreliance upon such assumption, make available to the Borrower on such date a corresponding amount. If the Administrative Agent has made such assumption, to the account designated extent such Lender shall not have so made its Pro Rata Share of the Loan available to the Administrative Agent, such Lender agrees to pay to 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 in Section 2.03connection therewith together with interest thereon at the then prevailing interbank rate for each day from the date such amount 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 Lenders amount payable by each Lender to the Administrative Agent pursuant hereto shall make such Loan to an account to be notified set forth in a certificate delivered by the Administrative Agent to such Lender and the Lenders prior 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 applicable Drawdown Date.Administrative 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 Borrower in respect of such Loan. Credit Agreement - Primero Mining

Funding of Loans. (a) Each Subject to the terms and conditions hereof, each Lender shall make each Loan (which shall be funded net of the Up-Front Fees (as defined in the Bookrunners Fee Letter) owed available 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 its Pro Rata Share of the principal amount of each Loan under the Credit Facility prior to 12:00 p.m. (Toronto time) on the date of the extension of credit. The Administrative Agent shall, upon fulfilment by it for 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 purpose by notice funds available to the Lenders; provided Borrower on the date of the extension of credit by crediting the Designated Account (or causing such account to be credited). Unless the Administrative Agent has been notified by a Lender at least one Banking Day prior to the date of the extension of credit that any such Lender that is, immediately preceding a Drawdown Date, also a lender under an applicable JPY Tranche A Facility being repaid with will not make available to the net proceeds Administrative Agent its Pro Rata Share of such drawdown, may in its sole discretion notify the Agent in writing in the form attached as Exhibit F four Business Days before the Drawdown Date that it will net fund its Commitments in respect of such drawdown such that the amount of JPY required to be funded by such Lender in respect of such drawdown shall be reduced by the amount then due under the applicable JPY Tranche A Facility and at the time of funding it shall be deemed repaid such amount under the applicable JPY Tranche A Facility. FurthermoreLoan, the Administrative Agent will be entitled to apply amounts funded by any may assume that such Lender under this Agreement towards the repayment of amounts then due under a JPY Tranche A Facility (and net settle has made such amounts vis a vis the Borrower) regardless of whether the Lender funding such amounts is also a lender being concurrently repaid under such JPY Tranche A Facility. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, after reducing the amount portion of the Administration Fee (as defined in the Agency Fee Letter) which the Borrower owes Loan available to the Administrative Agent on such Drawdown Datethe date of the extension of credit in accordance with the provisions hereof and the Administrative Agent may, in like fundsreliance upon such assumption, make available to the Borrower on such date a corresponding amount. If the Administrative Agent has made such assumption, to the account designated extent such Lender shall not 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 in Section 2.03connection therewith together with interest thereon at the then prevailing interbank rate for each day from the date such amount 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 Lenders amount payable by each Lender to the Administrative Agent pursuant hereto shall make such Loan to an account to be notified set forth in a certificate delivered by the Administrative Agent to such Lender and the Lenders prior 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 applicable Drawdown DateAdministrative 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 Borrower in respect of such Loan.

Funding of Loans. (a) Each Lender shall make each Loan (which shall be funded net of the Up-Front Fees (as defined in the Bookrunners Fee Letter) owed available 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 its Pro Rata Share of the principal amount of each Loan under a particular Credit Facility prior to 11:00 a.m. (Toronto time) on the date of the extension of credit. The Administrative Agent shall, upon fulfilment by it for 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 purpose by notice funds available to the Lenders; provided Borrower on the date of the extension of credit by crediting the Designated Account (or causing such account to be credited). Unless the Administrative Agent has been notified by a Lender at least one Banking Day prior to the date of the extension of credit that any such Lender that is, immediately preceding a Drawdown Date, also a lender under an applicable JPY Tranche A Facility being repaid with will not make available to the net proceeds Administrative Agent its Pro Rata Share of such drawdown, may in its sole discretion notify the Agent in writing in the form attached as Exhibit F four Business Days before the Drawdown Date that it will net fund its Commitments in respect of such drawdown such that the amount of JPY required to be funded by such Lender in respect of such drawdown shall be reduced by the amount then due under the applicable JPY Tranche A Facility and at the time of funding it shall be deemed repaid such amount under the applicable JPY Tranche A Facility. FurthermoreLoan, the Administrative Agent will be entitled to apply amounts funded by any may assume that such Lender under this Agreement towards the repayment of amounts then due under a JPY Tranche A Facility (and net settle has made such amounts vis a vis the Borrower) regardless of whether the Lender funding such amounts is also a lender being concurrently repaid under such JPY Tranche A Facility. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, after reducing the amount portion of the Administration Fee (as defined in the Agency Fee Letter) which the Borrower owes Loan available to the Administrative Agent on such Drawdown Datethe date of the extension of credit in accordance with the provisions hereof and the Administrative Agent may, in like fundsreliance upon such assumption, make available to the Borrower on such date a corresponding amount. If the Administrative Agent has made such assumption, to the account designated extent such Lender shall not have so made its Pro Rata Share of the Loan available to the Administrative Agent, such Lender agrees to pay to 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 in Section 2.03connection therewith together with interest thereon at the then prevailing interbank rate for each day from the date such amount 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 Lenders amount payable by each Lender to the Administrative Agent pursuant hereto shall make such Loan to an account to be notified set forth in a certificate delivered by the Administrative Agent to such Lender and the Lenders prior 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 applicable Drawdown Date.Administrative 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 Borrower in respect of such Loan. Credit Agreement - Orla

Funding of Loans. (a) Each Lender shall make each Loan (which shall be funded net of the Up-Front Fees (as defined in the Bookrunners Fee Letter) owed available 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 its Pro Rata Share of the principal amount of each Loan under a particular Credit Facility prior to 11:00 a.m. (Toronto time) on the date of the extension of credit. The Administrative Agent shall, upon fulfilment by it for 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 purpose funds available to such Borrower on the date of the extension of credit by notice crediting the Designated Account (or causing such account to be credited). Unless the Administrative Agent has been notified by a Lender at least one Banking Day prior to the Lenders; provided date of the extension of credit that any such Lender that is, immediately preceding a Drawdown Date, also a lender under an applicable JPY Tranche A Facility being repaid with will not make available to the net proceeds Administrative Agent its Pro Rata Share of such drawdown, may in its sole discretion notify the Agent in writing in the form attached as Exhibit F four Business Days before the Drawdown Date that it will net fund its Commitments in respect of such drawdown such that the amount of JPY required to be funded by such Lender in respect of such drawdown shall be reduced by the amount then due under the applicable JPY Tranche A Facility and at the time of funding it shall be deemed repaid such amount under the applicable JPY Tranche A Facility. FurthermoreLoan, the Administrative Agent will be entitled to apply amounts funded by any may assume that such Lender under this Agreement towards the repayment of amounts then due under a JPY Tranche A Facility (and net settle has made such amounts vis a vis the Borrower) regardless of whether the Lender funding such amounts is also a lender being concurrently repaid under such JPY Tranche A Facility. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, after reducing the amount portion of the Administration Fee (as defined in the Agency Fee Letter) which the Borrower owes Loan available to the Administrative Agent on such Drawdown Datethe date of the extension of credit in accordance with the provisions hereof and the Administrative Agent may, in like fundsreliance upon such assumption, make available to the requesting Borrower on such date a corresponding amount. If the Administrative Agent has made such assumption, to the account designated extent such Lender shall not have so made its Pro Rata Share of the Loan available to the Administrative Agent, such Lender agrees to pay to 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 in Section 2.03connection therewith together with interest thereon at the then prevailing interbank rate for each day from the date such amount 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 Lenders amount payable by each Lender to the Administrative Agent pursuant hereto shall make such Loan to an account to be notified set forth in a certificate delivered by the Administrative Agent to such Lender and the Lenders prior 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 applicable Drawdown Date.Administrative 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 relevant Borrower in respect of such Loan. 286042.00064/106711224.9 Credit Agreement - Equinox

Funding of Loans. (a) Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender shall will make each Loan (which shall be funded net its pro rata share of the Up-Front Fees (as defined in Loans available to the Bookrunners Fee Letter) owed to such Lender under the Bookrunners Fee Letter) to be made Administrative Agent by it hereunder 1:00 p.m. on the applicable Drawdown Closing Date thereof by wire transfer deposit (in Dollars) of immediately available funds by 11:00 a.m., Tokyo time, to at the account offices of the Administrative Agent most recently designated by it for at its principal office in New York, New York, or at such purpose by notice to the Lenders; provided that any Lender that is, immediately preceding a Drawdown Date, also a lender under an applicable JPY Tranche A Facility being repaid with the net proceeds of such drawdown, may in its sole discretion notify the Agent in writing in the form attached other address as Exhibit F four Business Days before the Drawdown Date that it will net fund its Commitments in respect of such drawdown such that the amount of JPY required to be funded by such Lender in respect of such drawdown shall be reduced by the amount then due under the applicable JPY Tranche A Facility and at the time of funding it shall be deemed repaid such amount under the applicable JPY Tranche A Facility. Furthermore, the Administrative Agent will may designate in writing. All Loans shall be entitled to apply amounts funded made by the Lenders pro rata on the basis of each Lender’s Term Loan Percentage. No Lender shall be responsible for the failure or delay by any other Lender under this Agreement towards in its obligation to make Loans hereunder; provided, however, that the repayment failure of amounts then due under a JPY Tranche A Facility (and net settle such amounts vis a vis the Borrower) regardless any Lender to fulfill its obligations hereunder shall not relieve any other Lender of whether the Lender funding such amounts is also a lender being concurrently repaid under such JPY Tranche A Facilityits 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 promptly crediting any Lender prior to the amounts so received, after reducing time of any such Loan that such Lender does not intend to make available to the amount Administrative Agent its portion of the Administration Fee (as defined in Loans to be made on such date, the Agency Fee Letter) which the Borrower owes Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on the date of such Drawdown DateLoans, and the Administrative Agent in like fundsreliance upon such assumption, may (in its sole discretion without any obligation to do so) make available to the account designated Borrower a corresponding amount. If such corresponding amount is not in Section 2.03fact 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 Lenders Administrative Agent shall make also be entitled to recover from the Lender or the Borrower, as the case may be, interest on such Loan to an account to be notified corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Lenders prior Borrower to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (a) the applicable Drawdown Daterate for such Loan pursuant to the Notice of Borrowing, if recovered from the Borrower, and (b) the Federal Funds Rate, if recovered from a Lender.

Funding of Loans. (a) Each Lender shall make each Loan (which shall be funded net of the Up-Front Fees (as defined in the Bookrunners Fee Letter) owed available 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 its Pro Rata Share of the principal amount of each Loan under the relevant Credit Facility prior to 2:00 p.m. (Toronto time) on the date of the extension of credit. The Administrative Agent shall, upon fulfilment by it for such purpose by notice to the Lenders; provided that any Lender that is, immediately preceding a Drawdown Date, also a lender under an applicable JPY Tranche A Facility being repaid with relevant Borrower of the net proceeds of such drawdown, may terms and conditions set forth in its sole discretion notify the Agent in writing Article 12 and unless otherwise irrevocably authorized and directed in the form attached as Exhibit F four Business Days before the Drawdown Date that it will net fund its Commitments Notice, in respect of either Credit Facility, make such drawdown funds available to such that Borrower on the amount date of JPY required the extension of credit by crediting the relevant Designated Account (or causing such account to be funded credited). Unless the Administrative Agent has been notified by a Lender at least one Banking Day prior to the date of the extension of credit that such Lender in respect will not make available to the Administrative Agent its Pro Rata Share 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. FurthermoreLoan, the Administrative Agent will be entitled to apply amounts funded by any may assume that such Lender under this Agreement towards the repayment of amounts then due under a JPY Tranche A Facility (and net settle has made such amounts vis a vis the Borrower) regardless of whether the Lender funding such amounts is also a lender being concurrently repaid under such JPY Tranche A Facility. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, after reducing the amount portion of the Administration Fee (as defined in the Agency Fee Letter) which the Borrower owes Loan available to the Administrative Agent on such Drawdown Datethe date of the extension of credit in accordance with the provisions hereof and the Administrative Agent may, in like fundsreliance upon such assumption, make available to the relevant Borrower on such date a corresponding amount. If the Administrative Agent has made such assumption, to the account designated extent such Lender shall not have so made its Pro Rata Share of the Loan available to the Administrative Agent, such Lender agrees to pay to 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 in Section 2.03connection therewith together with interest thereon at the then prevailing interbank rate for each day from the date such amount 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 Lenders amount payable by each Lender to the Administrative Agent pursuant hereto shall make such Loan to an account to be notified set forth in a certificate delivered by the Administrative Agent to such Lender and the Lenders prior 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 applicable Drawdown DateAdministrative 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 relevant Borrower in respect of such Loan.