Common use of Manner of Borrowing and Payment Clause in Contracts

Manner of Borrowing and Payment. (a) Each borrowing of U.S. Revolving Advances (other than U.S. Swing Loans) shall be advanced according to the applicable U.S. Commitment Percentages of the U.S. Lenders. Each borrowing of Canadian Revolving Advances (other than Canadian Swing Loans) shall be advanced according to the applicable Canadian Commitment Percentages of the Canadian Lenders. The Term Loan shall be advanced according to the U.S. Commitment Percentages of U.S. Lenders. (b) Each payment (including each prepayment) by any U.S. Borrower or Canadian Borrower on account of the principal of and interest on the U.S. Revolving Advances (other than U.S. Swing Loans) or Canadian Revolving Advances (other than Canadian Swing Loans), respectively, shall be applied to such U.S. Revolving Advances or such Canadian Revolving Advances pro rata according to the applicable Commitment Percentages of U.S. Lenders and Canadian Lenders, respectively. Each payment (including each prepayment) by U.S. Borrowers on account of the principal and interest on the U.S. Swing Loans shall be applied to the U.S. Swing Loans held by PNC. Each payment (including each prepayment) by Canadian Borrowers on account of the principal and interest on the Canadian Swing Loans shall be applied to the Canadian Swing Loans held by PNC Canada. Each payment (including each prepayment) by any Borrower on account of the principal of and interest on the Term Note, shall be made from or to, or applied to that portion of the Term Loan evidenced by the Term Note pro rata according to the U.S. Commitment Percentages of U.S. Lenders. Except as expressly provided herein, all payments (including prepayments) to be made by any Borrower on account of principal, interest and fees shall be made without set off or counterclaim and shall be made to the Agent on behalf of the Lenders with respect to Revolving Advances, to PNC with respect to U.S. Swing Loans and to PNC Canada with respect to Canadian Swing Loans, in each case to the Payment Office on or prior to 1:00 p.m., in Dollars with respect to payments by U.S. Borrowers with respect to the U.S. Obligations and in Canadian Dollars with respect to payments by Canadian Borrowers with respect to the Canadian Obligations, and in each case in immediately available funds. (i) Notwithstanding anything to the contrary contained in Sections 2.20(a) and (b) hereof, commencing with the first Business Day following the Closing Date, each borrowing of (A) U.S. Revolving Advances shall be advanced by Agent and each payment by U.S. Borrowers on account of U.S. Revolving Advances shall be applied first to the U.S. Swing Loans and then to the remaining U.S. Revolving Advances and (B) Canadian Revolving Advances shall be advanced by Agent and each payment by Canadian Borrowers on account of Canadian Revolving Advances shall be applied first to the Canadian Swing Loans and then to the remaining Canadian Revolving Advances advanced by Agent. On or before 1:00 p.m. on each Settlement Date commencing with the first Settlement Date following the Closing Date, Agent and Lenders shall make certain payments as follows: (X) if the aggregate amount of (1) new U.S. Revolving Advances made by Agent during the preceding Week (if any) exceeds the aggregate amount of repayments applied to outstanding U.S. Revolving Advances during such preceding Week, then each U.S. Lender shall provide Agent with funds in an amount equal to its U.S. Commitment Percentage of the difference between (I) such U.S. Revolving Advances and (II) such repayments or (2) new Canadian Revolving Advances made by Agent during the preceding Week (if any) exceeds the aggregate amount of repayments applied to outstanding Canadian Revolving Advances during such preceding Week, then each Canadian Lender shall provide Agent with funds in an amount equal to its Canadian Commitment Percentage of the difference between (I) such Canadian Revolving Advances and (II) such repayments; and (Y) if the aggregate amount of (1) repayments applied to outstanding U.S. Revolving Advances during such Week exceeds the aggregate amount of new U.S. Revolving Advances made during such Week, then Agent shall provide each U.S. Lender with funds in an amount equal to its U.S. Commitment Percentage of the difference between (I) such repayments and (II) such U.S. Revolving Advances or (2) repayments applied to outstanding Canadian Revolving Advances during such Week exceeds the aggregate amount of new Canadian Revolving Advances made during such Week, then Agent shall provide each Canadian Lender with funds in an amount equal to its Canadian Commitment Percentage of the difference between (I) such repayments and (II) such Canadian Revolving Advances. (ii) Each Lender shall be entitled to earn interest at the applicable Revolving Interest Rate on outstanding Advances (other than Swing Loans) which it has funded. PNC shall be entitled to earn interest at the Revolving Interest Rate with respect to Domestic Rate Loans on outstanding U.S. Swing Loans. PNC Canada shall be entitled to earn interest at the Revolving Interest Rate with respect to Canadian Prime Rate Loans on outstanding Canadian Swing Loans. (iii) Promptly following each Settlement Date, Agent shall submit to each Lender a certificate with respect to payments received and Advances (other than U.S. Swing Loans and Canadian Swing Loans) made during the Week immediately preceding such Settlement Date. Such certificate of Agent shall be conclusive in the absence of manifest error. (i) If any U.S. Lender or Participant of a U.S. Lender (a “benefited U.S. Lender”) shall at any time receive any payment of all or part of its U.S. Advances (other than U.S. Swing Loans), or interest thereon, or receive any Collateral in respect thereof (whether voluntarily or involuntarily or by set-off) in a greater proportion than any such payment to and Collateral received by any other U.S. Lender, if any, in respect of such other U.S. Lender’s U.S. Advances (other than U.S. Swing Loans), or interest thereon, and such greater proportionate payment or receipt of Collateral is not expressly permitted hereunder, such benefited U.S. Lender shall purchase for cash from the other U.S. Lenders a participation in such portion of each such other U.S. Lender’s U.S. Advances (other than U.S. Swing Loans), or shall provide such other U.S. Lender with the benefits of any such Collateral, or the proceeds thereof, as shall be necessary to cause such benefited U.S. Lender to share the excess payment or benefits of such Collateral or proceeds ratably with each of the other U.S. Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited U.S. Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Each U.S. Lender so purchasing a portion of another U.S. Lender’s Advances (other than U.S. Swing Loans) may exercise all rights of payment (including rights of set-off) with respect to such portion as fully as if such U.S. Lender were the direct holder of such portion. (ii) If any Canadian Lender or Participant of a Canadian Lender (a “benefited Canadian Lender”) shall at any time receive any payment of all or part of its Canadian Advances (other than Canadian Swing Loans), or interest thereon, or receive any Collateral in respect thereof (whether voluntarily or involuntarily or by set-off) in a greater proportion than any such payment to and Collateral received by any other Canadian Lender, if any, in respect of such other Canadian Lender’s Canadian Advances (other than Canadian Swing Loans), or interest thereon, and such greater proportionate payment or receipt of Collateral is not expressly permitted hereunder, such benefited Canadian Lender shall purchase for cash from the other Canadian Lenders a participation in such portion of each such other Canadian Lender’s Canadian Advances (other than Canadian Swing Loans), or shall provide such other Canadian Lender with the benefits of any such Collateral, or the proceeds thereof, as shall be necessary to cause such benefited Canadian Lender to share the excess payment or benefits of such Collateral or proceeds ratably with each of the other Canadian Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Canadian Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Each Canadian Lender so purchasing a portion of another Canadian Lender’s Advances (other than Canadian Swing Loans) may exercise all rights of payment (including rights of set-off) with respect to such portion as fully as if such Canadian Lender were the direct holder of such portion. (d) Unless Agent shall have been notified by telephone, confirmed in writing, by any Lender that such Lender will not make the amount which would constitute its applicable Commitment Percentage of any applicable Advances (other than U.S. Swing Loans and Canadian Swing Loans) available to Agent, Agent may (but shall not be obligated to) assume that such Lender shall make such amount available to Agent on the next Settlement Date and, in reliance upon such assumption, make available to the applicable Borrowers a corresponding amount. Agent will promptly notify the applicable Borrowing Agent of its receipt of any such notice from a Lender. If such amount is made available to Agent on a date after such next Settlement Date, such Lender shall pay to Agent on demand an amount equal to the product of (i) the daily average Federal Funds Effective Rate (computed on the basis of a year of 360 days) during such period as quoted by Agent, times (ii) such amount, times (iii) the number of days from and including such Settlement Date to the date on which such amount becomes immediately available to Agent. A certificate of Agent submitted to any Lender with respect to any amounts owing under this paragraph (d) shall be conclusive, in the absence of manifest error. If such amount is not in fact made available to Agent by such Lender within three (3) Business Days after such Settlement Date, Agent shall be entitled to recover such an amount, with interest thereon at the rate per annum then applicable to such Revolving Advances hereunder, on demand from U.S. Borrowers with respect to U.S. Revolving Advances or Canadian Borrowers with respect to Canadian Revolving Advances; provided, however, that Agent’s right to such recovery shall not prejudice or otherwise adversely affect any Borrower’s rights (if any) against such Lender.

Manner of Borrowing and Payment. (a) Each borrowing of U.S. Revolving Advances (other than U.S. Swing Loans) shall be advanced according to the applicable U.S. Commitment Percentages of the U.S. Lenders. Each borrowing of Canadian Revolving Advances (other than Canadian Swing Loans) shall be advanced according to the applicable Canadian Commitment Percentages of the Canadian Lenders. The Term Loan shall be advanced according to the U.S. Commitment Percentages of U.S. Lenders. (b) Each payment (including each prepayment) by any U.S. Borrower or Canadian Borrower on account of the principal of and interest on the U.S. Revolving Advances (other than U.S. Swing Loans) or Canadian Revolving Advances (other than Canadian Swing Loans), respectively, shall be applied to such U.S. Revolving Advances or such Canadian Revolving Advances pro rata according to the applicable Commitment Percentages of U.S. Lenders and Canadian Lenders, respectively. Each payment (including each prepayment) by U.S. Borrowers on account of the principal and interest on the U.S. Swing Loans shall be applied to the U.S. Swing Loans held by PNC. Each payment (including each prepayment) by Canadian Borrowers on account of the principal and interest on the Canadian Swing Loans shall be applied to the Canadian Swing Loans held by PNC Canada. Each payment (including each prepayment) by any Borrower on account of the principal of and interest on the Term Note, Revolving Advances made to such Borrower shall be made from or toapplied to such Revolving Advances pro rata according to the applicable Commitment Percentages of Lenders and for greater certainty, or Canadian Lender’s funded portion of the Canadian Advances is intended by the Lenders to equal, at all times, such Canadian Lender’s pro rata share of the outstanding Revolving Advances. Each payment (including each prepayment) by Continental on account of the principal of and interest on the applicable Term Note shall be applied to that portion of the applicable Term Loan evidenced by the such Term Note pro rata according to the U.S. Commitment Percentages of U.S. Lenders. Except as expressly provided herein, all payments (including prepayments) to be made by any Borrower on account of principal, interest and fees shall be made without set off or counterclaim and shall be made to the Agent on behalf of the Lenders with respect to Revolving Advancesthe Payment Office, or to PNC with respect the Canadian Lender to U.S. Swing Loans and to PNC Canada with respect to the Canadian Swing LoansPayment Office, in each case to the Payment Office on or prior to 1:00 p.m.P.M., New York time, in Dollars with respect the same currency as advanced to payments by U.S. Borrowers with respect to the U.S. Obligations such Borrower and in Canadian Dollars with respect to payments by Canadian Borrowers with respect to the Canadian Obligations, and in each case in immediately available funds. (i) Notwithstanding anything to the contrary contained in Sections 2.20(a) and (b) hereof, commencing with the first Business Day following the Closing Date, each borrowing of (A) U.S. Revolving Advances made to such Borrower shall be advanced by Agent and each payment by U.S. Borrowers any Borrower on account of U.S. Revolving Advances shall be applied first to the U.S. Swing Loans and then to the remaining U.S. Revolving Advances and (B) Canadian Revolving Advances shall be advanced by Agent and each payment by Canadian Borrowers on account of Canadian Revolving Advances shall be applied first to the Canadian Swing Loans and then to the remaining Canadian those Revolving Advances advanced by Agent. On or before 1:00 p.m. P.M., New York time, on each Settlement Date commencing with the first Settlement Date following the Closing Date, Agent and Lenders shall make certain payments as follows: (XI) if the aggregate amount of (1) new U.S. Revolving Advances made by Agent during the preceding Week (if any) exceeds the aggregate amount of repayments applied to outstanding U.S. Revolving Advances during such preceding Week, then each U.S. Lender shall provide Agent with funds in an amount equal to its U.S. applicable Commitment Percentage of the difference between (Iw) such U.S. Revolving Advances and (IIx) such repayments or and (2II) new Canadian Revolving Advances made by Agent during the preceding Week (if any) exceeds the aggregate amount of repayments applied to outstanding Canadian Revolving Advances during such preceding Week, then each Canadian Lender shall provide Agent with funds in an amount equal to its Canadian Commitment Percentage of the difference between (I) such Canadian Revolving Advances and (II) such repayments; and (Y) if the aggregate amount of (1) repayments applied to outstanding U.S. Revolving Advances during such Week exceeds the aggregate amount of new U.S. Revolving Advances made during such Week, then Agent shall provide each U.S. Lender with funds in an amount equal to its U.S. applicable Commitment Percentage of the difference between (Iy) such repayments and (IIz) such U.S. Revolving Advances or (2) repayments applied to outstanding Canadian Revolving Advances during such Week exceeds the aggregate amount of new Canadian Revolving Advances made during such Week, then Agent shall provide each Canadian Lender with funds in an amount equal to its Canadian Commitment Percentage of the difference between (I) such repayments and (II) such Canadian Revolving Advances. (ii) Each Lender shall be entitled to earn interest at the applicable Revolving Interest Contract Rate on outstanding Advances (other than Swing Loans) which it has funded. PNC shall be entitled to earn interest at the Revolving Interest Rate with respect to Domestic Rate Loans on outstanding U.S. Swing Loans. PNC Canada shall be entitled to earn interest at the Revolving Interest Rate with respect to Canadian Prime Rate Loans on outstanding Canadian Swing Loans. (iii) Promptly following each Settlement Date, Agent shall submit to each Lender a certificate with respect to payments received and Advances (other than U.S. Swing Loans and Canadian Swing Loans) made during the Week immediately preceding such Settlement Date. Such certificate of Agent shall be conclusive in the absence of manifest error. (id) If any U.S. Lender or Participant of a U.S. Lender (a “benefited U.S. Benefited Lender”) shall at any time receive any payment of all or part of its U.S. Advances (other than U.S. Swing Loans)Advances, or interest thereon, or receive any Collateral in respect thereof (whether voluntarily or involuntarily or by set-off) in a greater proportion than any such payment to and Collateral received by any other U.S. Lender, if any, in respect of such other U.S. Lender’s U.S. Advances (other than U.S. Swing Loans)Advances, or interest thereon, and such greater proportionate payment or receipt of Collateral is not expressly permitted hereunder, such benefited U.S. Benefited Lender shall purchase for cash from the other U.S. Lenders a participation in such portion of each such other U.S. Lender’s U.S. Advances (other than U.S. Swing Loans)Advances, or shall provide such other U.S. Lender with the benefits of any such Collateral, or the proceeds thereof, as shall be necessary to cause such benefited U.S. Benefited Lender to share the excess payment or benefits of such Collateral or proceeds ratably with each of the other U.S. Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited U.S. Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Each U.S. Lender so purchasing a participation in such portion of another U.S. Lender’s Advances (other than U.S. Swing Loans) may exercise all rights of payment (including rights of set-off) with respect to such portion as fully as if such U.S. Lender were the direct holder of such portion. (ii) If any Canadian Lender or Participant of a Canadian Lender (a “benefited Canadian Lender”) shall at any time receive any payment of all or part of its Canadian Advances (other than Canadian Swing Loans), or interest thereon, or receive any Collateral in respect thereof (whether voluntarily or involuntarily or by set-off) in a greater proportion than any such payment to and Collateral received by any other Canadian Lender, if any, in respect of such other Canadian Lender’s Canadian Advances (other than Canadian Swing Loans), or interest thereon, and such greater proportionate payment or receipt of Collateral is not expressly permitted hereunder, such benefited Canadian Lender shall purchase for cash from the other Canadian Lenders a participation in such portion of each such other Canadian Lender’s Canadian Advances (other than Canadian Swing Loans), or shall provide such other Canadian Lender with the benefits of any such Collateral, or the proceeds thereof, as shall be necessary to cause such benefited Canadian Lender to share the excess payment or benefits of such Collateral or proceeds ratably with each of the other Canadian Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Canadian Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Each Canadian Lender so purchasing a portion of another Canadian Lender’s Advances (other than Canadian Swing Loans) may exercise all rights of payment (including rights of set-off) with respect to such portion as fully as if such Canadian Lender were the direct holder of such portion. (de) Unless Agent shall have been notified by telephone, confirmed in writing, by any Lender that such Lender will not make the amount which would constitute its applicable Commitment Percentage of any applicable the Advances (other than U.S. Swing Loans and Canadian Swing Loans) available to Agent, Agent may (but shall not be obligated to) assume that such Lender shall make such amount available to Agent on the next Settlement Date and, in reliance upon such assumption, make available to the applicable Borrowers a corresponding amount. Agent will promptly notify the applicable Borrowing Agent of its receipt of any such notice from a Lender. If such amount is made available to Agent on a date after such next Settlement Date, such Lender shall pay to Agent on demand an amount equal to the product of (i) the one month CDOR Rate for Advances in Canadian Dollars or the daily average Federal Funds Effective Rate (computed on the basis of a year of 360 days) for Advances in Dollars during such period as quoted by Agent, times (ii) such amount, times (iii) the number of days from and including such Settlement Date to the date on which such amount becomes immediately available to Agent. A certificate of Agent submitted to any Lender with respect to any amounts owing under this paragraph (de) shall be conclusive, in the absence of manifest error. If such amount is not in fact made available to Agent by such Lender within three (3) Business Days after such Settlement Date, Agent shall be entitled to recover such an amount, with interest thereon at the rate per annum then applicable to such Revolving Advances hereunder, on demand from U.S. Borrowers with respect to U.S. Revolving Advances or Canadian Borrowers with respect to Canadian Revolving AdvancesBorrowers; provided, however, that Agent’s right to such recovery shall not prejudice or otherwise adversely affect any Borrower’s Borrowers’ rights (if any) against such Lender.

Manner of Borrowing and Payment. Sections 2.20(a) and 2.20(b) of the Loan Agreement shall be amended and restated in their entirety as follows: (a) Each borrowing of U.S. Revolving Advances (other than U.S. Swing Loans) shall be advanced according to the applicable U.S. Commitment Percentages of the U.S. Lenders. Each borrowing of Canadian Revolving Advances (other than Canadian Swing Loans) shall be advanced according to the applicable Canadian Commitment Percentages of the Canadian Lenders. The Term Loan shall be advanced according to the U.S. applicable Commitment Percentages of U.S. Lenders. Each borrowing of Equipment Loans shall be advanced according to the applicable Equipment Loan Commitment Percentages of Lenders. (b) Each payment (including each prepayment) by any U.S. Borrower or Canadian Borrower on account of the principal of and interest on the U.S. Revolving Advances (other than U.S. Swing Loans) or Canadian Revolving Advances (other than Canadian Swing Loans), respectivelyAdvances, shall be applied to such U.S. the Revolving Advances or such Canadian Revolving Advances of the relevant Borrowing Group pro rata according to the applicable Commitment Percentages of U.S. Lenders and Canadian Lenders, respectively. Each payment (including each prepayment) by U.S. Borrowers on account of the principal and interest on the U.S. Swing Loans shall be applied to the U.S. Swing Loans held by PNC. Each payment (including each prepayment) by Canadian Borrowers on account of the principal and interest on the Canadian Swing Loans shall be applied to the Canadian Swing Loans held by PNC Canada. Each payment (including each prepayment) by any Borrower on account of the principal of and interest on the Term Note, Loan shall be made from or to, or applied to that portion of the Term Loan evidenced by the Term Note pro rata according to the U.S. applicable Commitment Percentages of U.S. LendersLenders in the inverse order of maturities thereof. Each payment (including each prepayment) by any Borrower on account of the principal of and interest on the Equipment Loans shall be applied to the applicable Equipment Loan pro rata according to the applicable Commitment Percentages of Lenders in the inverse order of maturities thereof. Except as expressly provided herein, all payments (including prepayments) to be made by any Borrower on account of principal, interest and fees shall be made without set off or counterclaim and shall be made to Agent on behalf of the Lenders to the Payment Office, in each case on or prior to 12:00 p.m. in Dollars and in immediately available funds; except that all payments (including prepayments) to be made by the Canadian Borrower on account of principal, interest and fees shall be made to the Agent on behalf of the Lenders with respect to Revolving Advances, to PNC with respect to U.S. Swing Loans and to PNC Canada with respect to the Canadian Swing LoansPayment Office, in each case to the Payment Office on or prior to 1:00 p.m.12:00 p.m. in Dollars (or, in Dollars with the case of a payment on account of principal and interest in respect to payments by U.S. Borrowers with respect to of Canadian Advances, in the U.S. Obligations and currency in Canadian Dollars with respect to payments by Canadian Borrowers with respect to which the Canadian Obligations, Advance is denominated) and in each case in immediately available funds. (i) Notwithstanding anything to the contrary contained in Sections 2.20(a) and (b) hereof, commencing with the first Business Day following the Closing Date, each borrowing of (A) U.S. Revolving Advances shall be advanced by Agent and each payment by U.S. Borrowers on account of U.S. Revolving Advances shall be applied first to the U.S. Swing Loans and then to the remaining U.S. Revolving Advances and (B) Canadian Revolving Advances shall be advanced by Agent and each payment by Canadian Borrowers on account of Canadian Revolving Advances shall be applied first to the Canadian Swing Loans and then to the remaining Canadian Revolving Advances advanced by Agent. On or before 1:00 p.m. on each Settlement Date commencing with the first Settlement Date following the Closing Date, Agent and Lenders shall make certain payments as follows: (X) if the aggregate amount of (1) new U.S. Revolving Advances made by Agent during the preceding Week (if any) exceeds the aggregate amount of repayments applied to outstanding U.S. Revolving Advances during such preceding Week, then each U.S. Lender shall provide Agent with funds in an amount equal to its U.S. Commitment Percentage of the difference between (I) such U.S. Revolving Advances and (II) such repayments or (2) new Canadian Revolving Advances made by Agent during the preceding Week (if any) exceeds the aggregate amount of repayments applied to outstanding Canadian Revolving Advances during such preceding Week, then each Canadian Lender shall provide Agent with funds in an amount equal to its Canadian Commitment Percentage of the difference between (I) such Canadian Revolving Advances and (II) such repayments; and (Y) if the aggregate amount of (1) repayments applied to outstanding U.S. Revolving Advances during such Week exceeds the aggregate amount of new U.S. Revolving Advances made during such Week, then Agent shall provide each U.S. Lender with funds in an amount equal to its U.S. Commitment Percentage of the difference between (I) such repayments and (II) such U.S. Revolving Advances or (2) repayments applied to outstanding Canadian Revolving Advances during such Week exceeds the aggregate amount of new Canadian Revolving Advances made during such Week, then Agent shall provide each Canadian Lender with funds in an amount equal to its Canadian Commitment Percentage of the difference between (I) such repayments and (II) such Canadian Revolving Advances. (ii) Each Lender shall be entitled to earn interest at the applicable Revolving Interest Rate on outstanding Advances (other than Swing Loans) which it has funded. PNC shall be entitled to earn interest at the Revolving Interest Rate with respect to Domestic Rate Loans on outstanding U.S. Swing Loans. PNC Canada shall be entitled to earn interest at the Revolving Interest Rate with respect to Canadian Prime Rate Loans on outstanding Canadian Swing Loans. (iii) Promptly following each Settlement Date, Agent shall submit to each Lender a certificate with respect to payments received and Advances (other than U.S. Swing Loans and Canadian Swing Loans) made during the Week immediately preceding such Settlement Date. Such certificate of Agent shall be conclusive in the absence of manifest error. (i) If any U.S. Lender or Participant of a U.S. Lender (a “benefited U.S. Lender”) shall at any time receive any payment of all or part of its U.S. Advances (other than U.S. Swing Loans), or interest thereon, or receive any Collateral in respect thereof (whether voluntarily or involuntarily or by set-off) in a greater proportion than any such payment to and Collateral received by any other U.S. Lender, if any, in respect of such other U.S. Lender’s U.S. Advances (other than U.S. Swing Loans), or interest thereon, and such greater proportionate payment or receipt of Collateral is not expressly permitted hereunder, such benefited U.S. Lender shall purchase for cash from the other U.S. Lenders a participation in such portion of each such other U.S. Lender’s U.S. Advances (other than U.S. Swing Loans), or shall provide such other U.S. Lender with the benefits of any such Collateral, or the proceeds thereof, as shall be necessary to cause such benefited U.S. Lender to share the excess payment or benefits of such Collateral or proceeds ratably with each of the other U.S. Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited U.S. Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Each U.S. Lender so purchasing a portion of another U.S. Lender’s Advances (other than U.S. Swing Loans) may exercise all rights of payment (including rights of set-off) with respect to such portion as fully as if such U.S. Lender were the direct holder of such portion. (ii) If any Canadian Lender or Participant of a Canadian Lender (a “benefited Canadian Lender”) shall at any time receive any payment of all or part of its Canadian Advances (other than Canadian Swing Loans), or interest thereon, or receive any Collateral in respect thereof (whether voluntarily or involuntarily or by set-off) in a greater proportion than any such payment to and Collateral received by any other Canadian Lender, if any, in respect of such other Canadian Lender’s Canadian Advances (other than Canadian Swing Loans), or interest thereon, and such greater proportionate payment or receipt of Collateral is not expressly permitted hereunder, such benefited Canadian Lender shall purchase for cash from the other Canadian Lenders a participation in such portion of each such other Canadian Lender’s Canadian Advances (other than Canadian Swing Loans), or shall provide such other Canadian Lender with the benefits of any such Collateral, or the proceeds thereof, as shall be necessary to cause such benefited Canadian Lender to share the excess payment or benefits of such Collateral or proceeds ratably with each of the other Canadian Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Canadian Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Each Canadian Lender so purchasing a portion of another Canadian Lender’s Advances (other than Canadian Swing Loans) may exercise all rights of payment (including rights of set-off) with respect to such portion as fully as if such Canadian Lender were the direct holder of such portion. (d) Unless Agent shall have been notified by telephone, confirmed in writing, by any Lender that such Lender will not make the amount which would constitute its applicable Commitment Percentage of any applicable Advances (other than U.S. Swing Loans and Canadian Swing Loans) available to Agent, Agent may (but shall not be obligated to) assume that such Lender shall make such amount available to Agent on the next Settlement Date and, in reliance upon such assumption, make available to the applicable Borrowers a corresponding amount. Agent will promptly notify the applicable Borrowing Agent of its receipt of any such notice from a Lender. If such amount is made available to Agent on a date after such next Settlement Date, such Lender shall pay to Agent on demand an amount equal to the product of (i) the daily average Federal Funds Effective Rate (computed on the basis of a year of 360 days) during such period as quoted by Agent, times (ii) such amount, times (iii) the number of days from and including such Settlement Date to the date on which such amount becomes immediately available to Agent. A certificate of Agent submitted to any Lender with respect to any amounts owing under this paragraph (d) shall be conclusive, in the absence of manifest error. If such amount is not in fact made available to Agent by such Lender within three (3) Business Days after such Settlement Date, Agent shall be entitled to recover such an amount, with interest thereon at the rate per annum then applicable to such Revolving Advances hereunder, on demand from U.S. Borrowers with respect to U.S. Revolving Advances or Canadian Borrowers with respect to Canadian Revolving Advances; provided, however, that Agent’s right to such recovery shall not prejudice or otherwise adversely affect any Borrower’s rights (if any) against such Lender.

Manner of Borrowing and Payment. (a) Each borrowing of U.S. Revolving Advances (other than U.S. Swing Loans) shall be advanced according to the applicable U.S. Commitment Percentages of the U.S. Lenders. Each borrowing of Canadian Revolving Advances (other than Canadian Swing Loans) shall be advanced according to the applicable Canadian Commitment Percentages of the Canadian Lenders. The Term Loan shall be advanced according to the U.S. Commitment Percentages of U.S. Lenders. (b) Each All proceeds of Collateral, together with each payment (including each prepayment) by any U.S. Borrower or Canadian Borrower the Borrowers on account of the principal of and interest on the U.S. Revolving Advances (other than U.S. Swing Loans) or Canadian Revolving Advances (other than Canadian Swing Loans), respectivelyAdvances, shall be applied to such U.S. Revolving Advances or such Canadian Revolving the Advances pro rata according to the applicable Commitment Percentages of U.S. Lenders and Canadian Lenders, respectively. Each payment (including each prepayment) by U.S. Borrowers on account of the principal and interest on the U.S. Swing Loans shall be applied to the U.S. Swing Loans held by PNC. Each payment (including each prepayment) by Canadian Borrowers on account of the principal and interest on the Canadian Swing Loans shall be applied to the Canadian Swing Loans held by PNC Canada. Each payment (including each prepayment) by any Borrower on account of the principal of and interest on the Term Note, shall be made from or to, or applied to that portion of the Term Loan evidenced by the Term Note pro rata according to the U.S. Commitment Percentages of U.S. Lenders. Except as expressly provided herein, all payments (including prepayments) to be made by any Borrower the Borrowers on account of principal, interest and fees shall be made in the Dollars without set off setoff or counterclaim and shall be made to the Agent on behalf of the Agent and the Lenders with respect to Revolving Advances, to PNC with respect to U.S. Swing Loans and to PNC Canada with respect to Canadian Swing Loansthe applicable Payment Account, in each case to the Payment Office on or prior to 1:00 p.m., the time specified in Dollars with respect to payments by U.S. Borrowers with respect to the U.S. Obligations and in Canadian Dollars with respect to payments by Canadian Borrowers with respect to the Canadian Obligations, and in each case Section 2.17(c) in immediately available funds. (ic) Notwithstanding anything to the contrary contained in Sections 2.20(a2.13(a) and (b2.13(b) hereofor any other provision of this Agreement, commencing with the first (1st) Business Day following the Closing Date, each or any borrowing of Advances may, at Agent’s election, be converted to a request for and funded as a Swingline Advance in accordance with, and subject to the provisions of, Section 2.1(d) (Aon behalf of the US Lenders or Canadian Lenders, as applicable) U.S. Revolving Advances shall be advanced by Agent and each payment by U.S. US Borrowers on account of U.S. Revolving Swingline Advances constituting US Advances shall be applied first to the U.S. Swing Loans and then to the remaining U.S. Revolving those US Advances and (B) Canadian Revolving Advances shall be advanced by Agent Swingline Lender, and each payment by Canadian Borrowers on account of Swingline Advances constituting Canadian Revolving Advances shall be applied first to the those Canadian Swing Loans and then to the remaining Canadian Revolving Advances advanced by AgentSwingline Lender. On Alternatively, Agent may request that each US Lender and each Canadian Lender (and each such Lender shall) on or before 1:00 p.m. (Chicago time) on the requested borrowing date, transfer in immediately available funds to Agent such US Lender’s or Canadian Lender’s (as applicable) Commitment Percentage of such requested borrowing. On each Settlement Date commencing with the first (1st) Settlement Date following the Closing Date, Agent and Lenders shall make certain payments as follows: (XA) if a US Lender’s or Canadian Lender’s balance of the aggregate amount of US Advances or Canadian Advances (1) new U.S. Revolving in each case, including Protective Advances made by Agent during the preceding Week (if anyand Swingline Advances) exceeds the aggregate amount of repayments applied to outstanding U.S. Revolving Advances during such preceding Week, then each U.S. Lender shall provide Agent with funds in an amount equal to its U.S. Lender’s Commitment Percentage of the difference between US Advances or Canadian Advances (I) such U.S. Revolving in each case, including Protective Advances and (IISwingline Advances) such repayments or (2) new Canadian Revolving Advances made by Agent during the preceding Week (if any) exceeds the aggregate amount as of repayments applied to outstanding Canadian Revolving Advances during such preceding Weeka Settlement Date, then each Canadian Agent shall transfer in immediately available funds to a deposit account of such Lender shall provide Agent with funds (as such Lender may designate in writing to Agent) an amount equal to such that each such Lender shall, upon receipt of such amount, have as of the Settlement Date, its Canadian Commitment Percentage of the difference between Advances (I) such Canadian Revolving including Protective Advances and (IISwingline Advances) such repayments; and (YB) if a US Lender’s or Canadian Lender’s balance of the aggregate amount of US Advances or Canadian Advances (1in each case, including Protective Advances and Swingline Advances) repayments applied to outstanding U.S. Revolving Advances during is less than such Week exceeds the aggregate amount of new U.S. Revolving Advances made during such Week, then Agent shall provide each U.S. Lender with funds in an amount equal to its U.S. Lender’s Commitment Percentage of the difference between (I) such repayments and (II) such U.S. Revolving US Advances or Canadian Advances (2in each case, including Protective Advances and Swingline Advances) repayments applied as of a Settlement Date, such Lender shall transfer in immediately available funds to outstanding Canadian Revolving Advances during such Week exceeds the aggregate amount of new Canadian Revolving Advances made during such WeekAgent, then Agent shall provide each Canadian Lender with funds in not later than 2:00 p.m. (Chicago time), an amount equal to such that each such Lender shall, upon transfer of such amount, have as of the Settlement Date, its Canadian Commitment Percentage of the difference between US Advances or Canadian Advances (I) such repayments in each case, including Protective Advances and (II) such Canadian Revolving Swingline Advances). (iid) Each A Lender shall be entitled to earn interest at the applicable Revolving Interest Rate on outstanding Advances (other than Swing Loans) which it such Lender has fundedfunded for the periods in which such Advance was so funded by such Lender. PNC Agent shall be entitled to earn interest at the Revolving applicable Interest Rate with respect to Domestic Rate Loans on outstanding U.S. Swing LoansAdvances (including Protective Advances) which Agent has funded for the periods in which such Advance (including Protective Advances) was so funded by Agent. PNC Canada Swingline Lender shall be entitled to earn interest at the Revolving applicable Interest Rate with respect to Canadian Prime Rate Loans on outstanding Canadian Swing LoansSwingline Advances which Swingline Lender has funded for the periods in which such Swingline Advances was so funded by Swingline Lender. (iiie) Promptly following each Settlement Date, Agent shall submit to each Lender a certificate with respect to payments received and US Advances (other than U.S. Swing Loans and Canadian Swing Loans) Advances made during the Week immediately preceding such Settlement Date. Such certificate of Agent shall be conclusive in the absence of manifest error. (if) If any U.S. US Lender, any Canadian Lender or any Participant of a U.S. Lender (a “benefited U.S. Benefited Lender”) shall at any time receive any payment of all or part of its U.S. Advances (other than U.S. Swing Loans)Advances, or interest thereon, or receive any Collateral in respect thereof thereof, in the case of any US Lender or any Canadian Lender, or receive any Canadian Collateral, in the case of any Canadian Lender (in each case, whether voluntarily or involuntarily or by set-off) in a greater proportion than any such payment to and US Collateral or Canadian Collateral (as applicable) received by any other U.S. Lender, if any, in respect of such other U.S. Lender’s U.S. Advances (other than U.S. Swing Loans)Advances, or interest thereon, and such greater proportionate payment or receipt of Collateral is not expressly permitted hereunder, such benefited U.S. Benefited Lender shall purchase for cash from the other U.S. US Lenders or Canadian Lenders (as applicable) a participation in such portion of each such other U.S. Lender’s U.S. Advances US Lenders’ or Canadian Lenders’ (other than U.S. Swing Loans)as applicable) Advances, or shall provide such other U.S. Lender US Lenders or Canadian Lenders (as applicable) with the benefits of any such CollateralUS Collateral or Canadian Collateral (as applicable), or the proceeds thereof, as shall be necessary to cause such benefited U.S. Benefited Lender to share the excess payment or benefits of such US Collateral or Canadian Collateral (as applicable) or proceeds ratably with each of the other U.S. LendersUS Lenders or Canadian Lenders (as applicable) according to their Commitment Percentages thereof; provided, however, that that, if all or any portion of such excess payment or benefits is thereafter recovered from such benefited U.S. Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Each U.S. Lender so purchasing a portion of another U.S. Lender’s Advances (other than U.S. Swing Loans) may exercise all rights of payment (including including, without limitation, rights of set-off) with respect to such portion as fully as if such U.S. Lender were the direct holder of such portion. (ii) If any Canadian Lender or Participant of a Canadian Lender (a “benefited Canadian Lender”) shall at any time receive any payment of all or part of its Canadian Advances (other than Canadian Swing Loans), or interest thereon, or receive any Collateral in respect thereof (whether voluntarily or involuntarily or by set-off) in a greater proportion than any such payment to and Collateral received by any other Canadian Lender, if any, in respect of such other Canadian Lender’s Canadian Advances (other than Canadian Swing Loans), or interest thereon, and such greater proportionate payment or receipt of Collateral is not expressly permitted hereunder, such benefited Canadian Lender shall purchase for cash from the other Canadian Lenders a participation in such portion of each such other Canadian Lender’s Canadian Advances (other than Canadian Swing Loans), or shall provide such other Canadian Lender with the benefits of any such Collateral, or the proceeds thereof, as shall be necessary to cause such benefited Canadian Lender to share the excess payment or benefits of such Collateral or proceeds ratably with each of the other Canadian Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Canadian Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Each Canadian Lender so purchasing a portion of another Canadian Lender’s Advances (other than Canadian Swing Loans) may exercise all rights of payment (including rights of set-off) with respect to such portion as fully as if such Canadian Lender were the direct holder of such portion. (dg) Unless Agent shall have been notified by telephone, confirmed in writing, prior to the making of any Advance, by any Lender that such Lender will not make available to Agent the amount which would constitute its applicable Commitment Percentage of any applicable Advances (other than U.S. Swing Loans and the US Advances, in the case of US Lenders, or Canadian Swing Loans) available to AgentAdvances, in the case of Canadian Lenders, Agent may (but shall not be obligated to) assume that such Lender shall make (and such Lender unconditionally shall be obligated to make) such amount available to Agent on or prior to the next Settlement Date and, in reliance upon such assumption, make available to Administrative Borrower (on behalf of the applicable Borrowers US Borrower or Canadian Borrower) a corresponding amount. Agent will promptly notify the applicable Borrowing Agent Administrative Borrower of its receipt of any such notice from a Lender. If such amount is made available to Agent on a date after such next Settlement Date, such Lender shall pay to Agent on demand an amount equal to the product of (i) the daily average Federal Funds Effective Rate (computed on the basis of a year of 360 three hundred sixty (360) days) for amounts in US Dollars and the daily average Bank of Canada rate for overnight deposits (computed on the basis of a year of three hundred sixty five (365) days) for amounts due in Canadian Dollars during such period as quoted by Agent, times (ii) such amount, times (iii) the number of days from and including such Settlement Date to the date on which such amount becomes immediately available to Agent. A certificate of Agent submitted to any Lender with respect to any amounts owing under this paragraph (dg) shall be conclusive, in the absence of manifest error. If such amount is not in fact made available to Agent by such Lender within three (3) Business Days after such Settlement Date, Agent shall be entitled to recover such an amount, with interest thereon at the rate per annum then applicable to such Revolving Advances Advance hereunder, on demand from U.S. Borrowers with respect to U.S. Revolving Advances the Borrowers, in the case of a Canadian Advance, or Canadian Borrowers with respect to Canadian Revolving Advancesfrom the US Borrowers, in the case of a US Advance; provided, however, that that, Agent’s right to such recovery shall not prejudice or otherwise adversely affect any Borrower’s the Borrowers’ rights (if any) against such Lender.