Common use of Overdraft Loans Clause in Contracts

Overdraft Loans. (a) Subject to the following provisions of this Section, overdrafts arising from clearance of cheques or drafts drawn on the accounts of the Borrower maintained with the Overdraft Lender, and designated by the Overdraft Lender for such purpose, shall be deemed to be outstanding as an extension of credit to the Borrower from the Overdraft Lender under the RT Facility (each, an “Overdraft Loan”) as Prime Rate Loans or Base Rate Canada Loans, as the case may be. For certainty, notwithstanding Section 4.1, no Drawdown Notice need be delivered by the Borrower in respect of Overdraft Loans. (b) Except as otherwise specifically provided herein, all references to Prime Rate Loans shall include Overdraft Loans made in Canadian dollars and all references to Base Rate Canada Loans shall include Overdraft Loans made in United States dollars. (c) Overdraft Loans shall be made by the Overdraft Lender alone, without assignment to, or participation by, the other Lenders. (d) The aggregate principal amount of the Overdraft Loans shall not exceed U.S.$25,000,000. (e) If the Borrower shall request a drawdown under the RT Facility other than under this Section (a “Syndicated Drawdown”) and the Overdraft Lender’s Pro Rata Share of such Syndicated Drawdown would cause the Overdraft Lender’s Pro Rata Share of all Syndicated Loans together with the Overdraft Loans then outstanding to exceed the Overdraft Lender’s Individual Commitment with respect to the NRT Facility, then the Borrower shall be deemed to have given a repayment notice notifying the Administrative Agent of a repayment of the Overdraft Loans to the extent of such excess (without any bonus or penalty being

Overdraft Loans. (a) Subject to the following provisions of this Section, overdrafts arising from clearance of cheques or drafts drawn on the accounts of the Borrower maintained with the Overdraft Lender, and designated by the Overdraft Lender for such purpose, shall be deemed to be outstanding as an extension of credit to the Borrower from the Overdraft Lender under the RT Facility 1 (each, an “Overdraft Loan”) as Prime Rate Loans or Base Rate Canada Loans, as the case may be. For certainty, notwithstanding Section 4.1, no Drawdown Notice need be delivered by the Borrower in respect of Overdraft Loans. (b) Except as otherwise specifically provided herein, all references to Prime Rate Loans shall include Overdraft Loans made in Canadian dollars and all references to Base Rate Canada Loans shall include Overdraft Loans made in United States dollars. (c) Overdraft Loans shall be made by the Overdraft Lender alone, without assignment to, or participation by, the other Lenders. (d) The aggregate principal amount of the Overdraft Loans shall not exceed U.S.$25,000,000. (e) If the Borrower shall request a drawdown under the RT Facility 1 other than under this Section (a “Syndicated Drawdown”) and the Overdraft Lender’s Pro Rata Share of such Syndicated Drawdown would cause the Overdraft Lender’s Pro Rata Share of all Syndicated Loans together with the Overdraft Loans then outstanding to exceed the Overdraft Lender’s Individual Commitment with respect to the NRT FacilityRT Facility 1, then the Borrower shall be deemed to have given a repayment notice notifying the Administrative Agent of a repayment of the Overdraft Loans to the extent of such excess (without any bonus or penalty beingbeing payable in respect thereof) and the Borrower shall make such repayment on the requested date of such Syndicated Drawdown. For the purposes hereof “Syndicated Loans” means all credit outstanding under the RT Facility 1 other than Overdraft Loans.

Overdraft Loans. (a) Subject to the following provisions of this Section, overdrafts arising from clearance of cheques or drafts drawn on the accounts of the Borrower Borrowers maintained with the Overdraft Lender, and designated by the Overdraft Lender for such purpose, shall be deemed to be outstanding as an extension extensions of credit to the Borrower respective Borrowers from the Overdraft Lender under the RT Credit Facility 2 (each, an “Overdraft Loan”) as follows: (i) in the case of overdrafts in Canadian dollars, as Prime Rate Loans or Loans; and (ii) in the case of overdrafts in United States dollars, as Base Rate Canada Loans, as the case may be. For certainty, notwithstanding Section 4.1, no Drawdown Notice need be delivered by the Borrower Borrowers in respect of Overdraft Loans. (b) Except as otherwise specifically provided herein, all references to Prime Rate Loans shall include Overdraft Loans made in Canadian dollars and all references to Base Rate Canada Loans shall include Overdraft Loans made in Canadian and United States dollars, respectively. (c) Overdraft Loans shall be made by the Overdraft Lender alone, without assignment to, to or participation by, by the other Lenders. (d) The aggregate principal amount of the outstanding Overdraft Loans shall not exceed U.S.$25,000,000the lesser of: (i) US$7,500,000 or the Canadian Dollar Equivalent thereof; and (ii) the amount, if any, by which the amount of Credit Facility 2 exceeds the aggregate amount of credit outstanding under Credit Facility 2 other than by way of Overdraft Loans. (e) If The Borrowers may make repayments of Overdraft Loans (together with accrued interest thereon) from time to time without penalty. (f) All interest payments and principal repayments of or in respect of Overdraft Loans shall be solely for the Borrower account of the Overdraft Lender. Subject to Section 3.12(g), all costs and expenses relating to the Overdraft Loans shall request a drawdown under be solely for the RT Facility other than under this Section account of the Overdraft Lender. (a “Syndicated Drawdown”g) Notwithstanding anything to the contrary herein contained, or the contrary provisions of Applicable Law, (i) if an Event of Default occurs or (ii) if the Overdraft Lender so requires (and the Overdraft Lender’s Lender agrees to so require if there have been outstanding Overdraft Loans for seven consecutive days), and there are then outstanding any Overdraft Loans, then, effective on the day of notice to that effect from the Overdraft Lender to the Lenders who have made Individual Commitments under Credit Facility 2, the Borrowers shall be deemed to have requested, and hereby request, extensions of credit by way of drawdown of an amount of Loans under Credit Facility 2, in the currency or currencies of the Overdraft Loans, sufficient to repay the Overdraft Loans and accrued and unpaid interest in respect thereof, and on the day of receipt of such notice, each of such Lenders shall disburse to the Overdraft Lender its respective Pro Rata Share of such Syndicated Drawdown would cause amounts and such amounts shall thereupon be deemed to have been advanced by such Lenders to the Borrowers and to constitute Loans under Credit Facility 2 (by way of Base Rate Canada Loans if the Overdraft Lender’s Loans were so denominated or Prime Rate Loans if the Overdraft Loans were so denominated, or both). Such Loans under Credit Facility 2 shall be deemed to be comprised of principal and accrued and unpaid interest in the same proportions as the corresponding Overdraft Loans. (h) For certainty, it is hereby acknowledged and agreed that the Lenders who made Individual Commitments under Credit Facility 2 shall be obligated to advance their Pro Rata Share of all Syndicated Loans together with an extension of credit by way of drawdown contemplated by Section 3.12(g) and to disburse to the Overdraft Loans Lender their Pro Rata Shares of the Loan referenced therein irrespective of: (i) whether a Default or Event of Default is then outstanding to exceed continuing or whether any other condition in Article 12 is met; and (ii) whether or not the Overdraft Lender’s Individual Commitment with respect to the NRT Facility, then the Borrower shall be deemed to Borrowers have given a repayment notice notifying the Administrative Agent in fact actually requested such extension of credit by way of drawdown (by delivery of a repayment of the Overdraft Loans to the extent of such excess (without any bonus Drawdown Notice or penalty beingotherwise).

Overdraft Loans. (a) Subject to the following provisions of this Section, overdrafts arising from clearance of cheques or drafts drawn on the U.S. dollar or Canadian dollar accounts of the Borrower maintained with the Overdraft Lender, and designated by the Overdraft Lender for such purpose, shall be deemed to be outstanding as an extension of credit to the Borrower from the Overdraft Lender under the RT Credit Facility (each, an “Overdraft Loan”) as Prime Rate Loans or Base Rate Canada Loans, Loans (any overdraft in Canadian dollar accounts shall be deemed to be outstanding as a Base Rate Canada Loan in an amount equal to the case may beU.S. Dollar Equivalent of the amount of such Canadian dollar amount). For certainty, notwithstanding Section 4.1, no Drawdown Notice need be delivered by the Borrower in respect of Overdraft Loans. (b) Except as otherwise specifically provided herein, all references to Prime Rate Loans shall include Overdraft Loans made in Canadian dollars and all references to Base Rate Canada Loans shall include Overdraft Loans made in United States dollarsLoans. (c) Overdraft Loans shall be made by the Overdraft Lender alone, without assignment to, or participation by, the other Lenders. (d) The aggregate principal amount of the Overdraft Loans shall not at any time exceed U.S.$25,000,000U.S.$10,000,000. (e) If the Borrower shall request a drawdown under the RT Facility other than under this Section (a “Syndicated Drawdown”) and the Overdraft Lender’s Pro Rata Share of such Syndicated Drawdown would cause the Overdraft Lender’s Pro Rata Share of all Syndicated Loans (as hereinafter defined) together with the Overdraft Loans then outstanding to exceed the Overdraft Lender’s Individual Commitment with respect to the NRT FacilityCommitment, then the Borrower shall be deemed to have given a repayment notice notifying the Administrative Agent of a repayment of the Overdraft Loans to the extent of such excess (without any bonus or penalty beingbeing payable in respect thereof) and the Borrower shall make such repayment on the requested date of such Syndicated Drawdown. For the purposes hereof “

Overdraft Loans. (a) Subject to the following provisions of this Section, overdrafts arising from clearance of cheques or drafts drawn on the accounts of the Borrower Borrowers maintained with the Overdraft Lender, and designated by the Overdraft Lender for such purpose, shall be deemed to be outstanding as an extension extensions of credit to the Borrower respective Borrowers from the Overdraft Lender under the RT Credit Facility 2 (each, an “Overdraft Loan”"OVERDRAFT LOAN") as follows: (i) in the case of overdrafts in Canadian dollars, as Prime Rate Loans or Loans; and (ii) in the case of overdrafts in United States dollars, as Base Rate Canada New York Loans, as the case may be. For certainty, notwithstanding Section 4.1, no Drawdown Notice need be delivered by the Borrower Borrowers in respect of Overdraft Loans. (b) Except as otherwise specifically provided herein, all references to Prime Rate Loans and Base Rate New York Loans shall include Overdraft Loans made in Canadian dollars and all references to Base Rate Canada Loans shall include Overdraft Loans made in United States dollars, respectively. (c) Overdraft Loans shall be made by the Overdraft Lender alone, without assignment to, to or participation by, by the other LendersLenders other than pursuant to Section 3.13(h). (d) The aggregate principal amount of the outstanding Overdraft Loans shall not exceed U.S.$25,000,000the lesser of: (i) US$7,500,000 or the Canadian Dollar Equivalent thereof; and (ii) the amount, if any, by which the amount of Credit Facility 2 exceeds the aggregate amount of credit outstanding under Credit Facility 2 other than by way of Overdraft Loans. (e) If The Borrowers may make repayments of Overdraft Loans (together with accrued interest thereon) from time to time without penalty. (f) All interest payments and principal repayments of or in respect of Overdraft Loans shall be solely for the Borrower account of the Overdraft Lender. Subject to Section 3.13(g), all costs and expenses relating to the Overdraft Loans shall request a drawdown under be solely for the RT Facility other than under this Section account of the Overdraft Lender. (a “Syndicated Drawdown”g) Notwithstanding anything to the contrary herein contained, or the contrary provisions of Applicable Law, (i) if an Event of Default occurs or (ii) if the Overdraft Lender so requires (and the Overdraft Lender’s Lender agrees to so require if there have been outstanding Overdraft Loans for seven consecutive days), and there are then outstanding any Overdraft Loans, then, effective on the day of notice to that effect from the Overdraft Lender to the Lenders who have made Individual Commitments under Credit Facility 2, the Borrowers shall be deemed to have requested, and hereby request, extensions of credit by way of drawdown of an amount of Loans under Credit Facility 2, in the currency or currencies of the Overdraft Loans, sufficient to repay the Overdraft Loans and accrued and unpaid interest in respect thereof, and on the day of receipt of such notice, each of such Lenders shall disburse to the Overdraft Lender its respective Pro Rata Share of such Syndicated Drawdown would cause amounts and such amounts shall thereupon be deemed to have been advanced by such Lenders to the Borrowers and to constitute Loans under Credit Facility 2 (by way of Base Rate New York Loans if the Overdraft Loans were so denominated or Prime Rate Loans if the Overdraft Loans were so denominated, or both). Such Loans under Credit Facility 2 shall be deemed to be comprised of principal and accrued and unpaid interest in the same proportions as the corresponding Overdraft Loans. (h) If for any reason Base Rate New York Loans or Prime Rate Loans are not made pursuant to Section 3.13(g) in an amount sufficient to repay any amounts owed to the Overdraft Lender in respect of any outstanding Overdraft Loans on or before the third Banking Day after demand for payment thereof by the Overdraft Lender’s Pro Rata Share of all Syndicated Loans together with the Overdraft Loans then outstanding to exceed the Overdraft Lender’s , each Lender having an Individual Commitment with respect to the NRT Facility, then the Borrower Credit Facility 2 shall be deemed to, and hereby agrees to, have purchased a participation in such outstanding Overdraft Loans in an amount equal to have given a repayment notice notifying the Administrative Agent of a repayment its Pro Rata Share of the applicable unpaid amount together with accrued interest thereon. Upon one Banking Day's notice from the Overdraft Loans Lender, each Lender holding an Individual Commitment with respect to Credit Facility 2 shall deliver to the extent Overdraft Lender an amount equal to its respective participation in the applicable unpaid amount in same day funds in the relevant currency as directed by the Overdraft Lender. In the event that any Lender holding an Individual Commitment with respect to Credit Facility 2 fails to make available to the Overdraft Lender the amount of such excess (without any bonus or penalty beingLender's participation as provided in this

Overdraft Loans. (a) Subject to the following provisions of this Section, overdrafts arising from clearance of cheques or drafts drawn on the accounts of the Borrower Borrowers maintained with the Overdraft Lender, and designated by the Overdraft Lender for such purpose, shall be deemed to be outstanding as an extension of credit to the Borrower Borrowers from the Overdraft Lender under the RT Revolving Facility (each, an “"Overdraft Loan”") as follows: (i) in the case of overdrafts in Canadian dollars, as Prime Rate Loans or Base Rate Canada Loans; and (ii) in the case of overdrafts in United States dollars, as the case may beABRCAN Loans. For certainty, notwithstanding Section 4.14.01, no Drawdown Notice need be delivered by the Borrower Borrowers in respect of Overdraft Loans. (b) Except as otherwise specifically provided herein, all references to Prime Rate Loans and ABRCAN Loans shall include Overdraft Loans made in Canadian dollars and all references to Base Rate Canada Loans shall include Overdraft Loans made in United States dollars, respectively. (c) For certainty and without restricting the generality of paragraph (b) above, it is agreed and understood that the aggregate of all Overdraft Loans and credit otherwise outstanding under the Revolving Facility shall at no time exceed the lesser of (i) the Revolving Credit Reference Amount from time to time and (ii) the Borrowing Base from time to time; no Overdraft Loan may be made if so doing would result in a Credit Excess; and any Credit Excess arising from an Overdraft Loan shall be repaid in accordance with Section 9.07. (d) Overdraft Loans shall be made by the Overdraft Lender alone, without assignment to, to or participation by, by the other Lenders. (de) The aggregate principal amount of the Overdraft Loans shall (i) not exceed U.S.$25,000,000$2,000,000 or the Canadian Dollar Equivalent thereof, and (ii) be reduced to a balance of less than $100,000 at the time of each extension of credit under the Revolving Facility from proceeds of LIBOR Loans extended by the Lenders to the Borrowers under the Revolving Facility at such time. (ef) If The Borrowers may make repayments of Overdraft Loans (together with accrued interest thereon) from time to time without penalty. (g) All interest payments and principal repayments of or in respect of Overdraft Loans shall be solely for the Borrower shall request a drawdown under the RT Facility other than under this Section (a “Syndicated Drawdown”) and account of the Overdraft Lender’s . Subject to Section 3.12(h), all costs and expenses relating to the Overdraft Loans shall be solely for the account of the Overdraft Lender, without prejudice to the right of the Overdraft Lender to recover such costs and expenses from the Borrowers pursuant to Section 11.02(h). (h) Notwithstanding anything to the contrary herein contained, or the contrary provisions of Applicable Law, (i) if an Event of Default occurs or (ii) if the Overdraft Lender so requires, and there are then outstanding any Overdraft Loans, then, effective on the day of notice to that effect to the other Lenders from the Overdraft Lender, the Borrowers shall be deemed to have requested, and hereby request, an extension of credit by way of drawdown of an amount under the Revolving Facility, in the currency or currencies of the Overdraft Loans, sufficient to repay the Overdraft Loans and accrued and unpaid interest in respect thereof, and on the day of receipt of such notice, each of the other Lenders shall disburse to the Overdraft Lender its respective Pro Rata Share of such Syndicated Drawdown would cause amounts and such amounts shall thereupon be deemed to have been advanced by the Lenders to the Borrowers and to constitute Loans under the Revolving Facility (by way of ABRCAN Loans if the Overdraft Lender’s Loans were so denominated or Prime Rate Loans if the Overdraft Loans were so denominated, or both). Such Loans shall be deemed to be comprised of principal and accrued and unpaid interest in the same proportions as the corresponding Overdraft Loans. If a Lender does not disburse to the Overdraft Lender its respective Pro Rata Share of all Syndicated Loans together with any amount under this Section then, for the Overdraft Loans then outstanding purpose only of any distributions or payments to exceed the Overdraft Lender’s Individual Commitment Lenders (and not, for greater certainty, for purposes of any obligations of the Lenders, including those under Section 14.10), including any distribution or payment with respect to the NRT FacilityBorrowers in the event of any enforcement or realization proceedings or any bankruptcy, winding-up, liquidation, arrangement, compromise or composition, the Individual Commitment of such Lender with respect to the Revolving Facility shall be deemed to be nil and the Individual Commitment of the Overdraft Lender with respect to the Revolving Facility shall be increased by the Individual Commitment of such Lender with respect to the Revolving Facility until the amounts owed by the Borrowers are outstanding to each Lender in accordance with its Pro Rata Share determined without regard to this sentence. If any amount disbursed by a Lender to the Overdraft Lender under this Section and deemed to have been advanced to the Borrowers must be repaid by the Overdraft Lender or by the relevant Lender to the Borrowers then no reduction of the Borrower Overdraft Loans as contemplated above shall be deemed to have given a repayment notice notifying occurred, but the Administrative Agent of a repayment of Lenders shall purchase participations in the Overdraft Loans (without recourse to the extent Overdraft Lender) for an amount or otherwise effect transactions to achieve the financial results contemplated by this Section. (i) For certainty, it is hereby acknowledged and agreed that the Lenders shall be obligated to advance their Pro Rata Share of an extension of credit by way of drawdown contemplated by section 3.12(h) and to disburse to the Overdraft Lender their Pro Rata Shares of the Loan referenced therein irrespective of: (i) whether a Default or Event of Default is then continuing or whether any other condition in Article 12 is met; and (ii) whether or not the Borrowers have in fact actually requested such excess extension of credit by way of drawdown (without any bonus by delivery of a Drawdown Notice or penalty beingotherwise).

Overdraft Loans. (a) Subject to the following provisions of this Section, overdrafts arising from clearance of cheques or drafts drawn on the accounts of the Borrower maintained with the Overdraft Lender, and designated by the Overdraft Lender for such purpose, shall be deemed to be outstanding as an extension of credit to the Borrower from the Overdraft Lender under the RT Credit Facility (each, an “Overdraft Loan”) as Prime Rate Loans or Base Rate Canada Loans, as the case may be. For certainty, notwithstanding Section 4.1, no Drawdown Notice need be delivered by the Borrower in respect of Overdraft Loans. (b) Except as otherwise specifically provided herein, all references to Prime Rate Loans shall include Overdraft Loans made in Canadian dollars and all references to Base Rate Canada Loans shall include Overdraft Loans made in United States dollars. (c) Overdraft Loans shall be made by the Overdraft Lender alone, without assignment to, or participation by, the other Lenders. (d) The aggregate principal amount of the Overdraft Loans shall not exceed U.S.$25,000,000. (e) If the Borrower shall request a drawdown under the RT Credit Facility other than under this Section (a “Syndicated Drawdown”) and the Overdraft Lender’s Pro Rata Share of such Syndicated Drawdown would cause the Overdraft Lender’s Pro Rata Share of all Syndicated Loans together with the Overdraft Loans then outstanding to exceed the Overdraft Lender’s Individual Commitment with respect to the NRT Credit Facility, then the Borrower shall be deemed to have given a repayment notice notifying the Administrative Agent of a repayment of the Overdraft Loans to the extent of such excess (without any bonus or penalty beingbeing payable in respect thereof) and the Borrower shall make such repayment on the requested date of such Syndicated Drawdown. For the purposes hereof “Syndicated Loans” means all credit outstanding under the Credit Facility other than Overdraft Loans.

Overdraft Loans. (a) Subject to the following provisions of this Section, overdrafts arising from clearance of cheques or drafts drawn on the accounts of the Borrower Borrowers maintained with the Overdraft Lender, and designated by the Overdraft Lender for such purpose, shall be deemed to be outstanding as an extension extensions of credit to the Borrower respective Borrowers from the Overdraft Lender under the RT Credit Facility 2 (each, an “Overdraft Loan”) as follows: (i) in the case of overdrafts in Canadian dollars, as Prime Rate Loans or Loans; and (ii) in the case of overdrafts in United States dollars, as Base Rate Canada Loans, as the case may be. For certainty, notwithstanding Section 4.14.01, no Drawdown Notice need be delivered by the Borrower Borrowers in respect of Overdraft Loans. (b) Except as otherwise specifically provided herein, all references to Prime Rate Loans shall include Overdraft Loans made in Canadian dollars and all references to Base Rate Canada Loans shall include Overdraft Loans made in Canadian and United States dollars, respectively. (c) Overdraft Loans shall be made by the Overdraft Lender alone, without assignment to, to or participation by, by the other Lenders. (d) The aggregate principal amount of the outstanding Overdraft Loans shall not exceed U.S.$25,000,000the lesser of: (i) Cdn. $5,000,000 or the U.S. Dollar Equivalent thereof; and (ii) the amount, if any, by which the amount of Credit Facility 2 exceeds the aggregate amount of credit outstanding under Credit Facility 2 other than by way of Overdraft Loans. (e) If The Borrowers may make repayments of Overdraft Loans (together with accrued interest thereon) from time to time without penalty. (f) All interest payments and principal repayments of or in respect of Overdraft Loans shall be solely for the Borrower account of the Overdraft Lender. Subject to Section 3.12(g), all costs and expenses relating to the Overdraft Loans shall request a drawdown under be solely for the RT Facility other than under this Section account of the Overdraft Lender. (a “Syndicated Drawdown”g) Notwithstanding anything to the contrary herein contained, or the contrary provisions of Applicable Law, (i) if an Event of Default occurs or (ii) if the Overdraft Lender so requires (and the Overdraft Lender’s Lender agrees to so require if there have been outstanding Overdraft Loans for seven consecutive days), and there are then outstanding any Overdraft Loans, then, effective on the day of notice to that effect from the Overdraft Lender to the Lenders who have made Individual Commitments under Credit Facility 2, the Borrowers shall be deemed to have requested, and hereby request, extensions of credit by way of drawdown of an amount of Loans under Credit Facility 2, in the currency or currencies of the Overdraft Loans, sufficient to repay the Overdraft Loans and accrued and unpaid interest in respect thereof, and on the day of receipt of such notice, each of such Lenders shall disburse to the Overdraft Lender its respective Pro Rata Share of such Syndicated Drawdown would cause amounts and such amounts shall thereupon be deemed to have been advanced by such Lenders to the Borrowers and to constitute Loans under Credit Facility 2 (by way of Base Rate Canada Loans if the Overdraft Lender’s Loans were so denominated or Prime Rate Loans if the Overdraft Loans were so denominated, or both). Such Loans under Credit Facility 2 shall be deemed to be comprised of principal and accrued and unpaid interest in the same proportions as the corresponding Overdraft Loans. (h) For certainty, it is hereby acknowledged and agreed that the Lenders who made Individual Commitments under Credit Facility 2 shall be obligated to advance their Pro Rata Share of all Syndicated Loans together with an extension of credit by way of drawdown contemplated by section 3.12(g) and to disburse to the Overdraft Loans Lender their Pro Rata Shares of the Loan referenced therein irrespective of: (i) whether a Default or Event of Default is then outstanding to exceed continuing or whether any other condition in Article 12 is met; and (ii) whether or not the Overdraft Lender’s Individual Commitment with respect to the NRT Facility, then the Borrower shall be deemed to Borrowers have given a repayment notice notifying the Administrative Agent in fact actually requested such extension of credit by way of drawdown (by delivery of a repayment of the Overdraft Loans to the extent of such excess (without any bonus Drawdown Notice or penalty beingotherwise).

Overdraft Loans. (a1) Subject to the following provisions of this Section, overdrafts arising from clearance of cheques or drafts drawn on the accounts of the Borrower maintained with the Overdraft Lender, and designated by the Overdraft Lender for such purpose, shall be deemed to be outstanding as an extension of credit Advances to the Borrower from the Overdraft Lender under the RT Credit Facility (each, an “Overdraft Loan”) as follows: (a) in the case of Canadian Dollar overdrafts, as Canadian Prime Rate Loans or Loans; and (b) in the case of United States Dollar overdrafts, as U.S. Base Rate Canada Loans, as the case may be. For certainty, notwithstanding Section 4.12.7 or Section 2.15, no Drawdown Notice or Repayment Notice need be delivered by the Borrower in respect of Overdraft Loans. (b2) Except as otherwise specifically provided herein, all references to Canadian Prime Rate Loans and U.S. Base Rate Loans shall include Overdraft Loans made in Canadian dollars Dollars and all references to Base Rate Canada Loans shall include Overdraft Loans made in United States dollarsDollars, respectively. (c3) Overdraft Loans shall be made by the Overdraft Lender alone, without assignment to, to or participation by, by the other LendersLenders (except as provided in this Section). (d4) The maximum aggregate principal amount of the Overdraft Loans shall not exceed U.S.$25,000,000be the lesser of: (a) Cdn.$20,000,000 or the Equivalent Amount thereof in United States Dollars; and (b) the Overdraft Lender’s Commitment less the Overdraft Lender’s Rateable Portion of all outstanding Syndicated Loans and less the aggregate amount of all Short Notice Loans outstanding to the Overdraft Lender. (e5) If the Borrower shall request a drawdown under the RT Facility other than under this Section (a “Syndicated Drawdown”) Drawdown and the Overdraft Lender’s Pro Rata Share Rateable Portion of such Syndicated Drawdown would cause the Overdraft Lender’s Pro Rata Share Rateable Portion of all Syndicated Loans together with the Short Notice Loans and Overdraft Loans then outstanding to it to exceed the Overdraft Lender’s Individual Commitment with respect to the NRT FacilityCommitment, then the Borrower shall be deemed to have given a repayment notice Repayment Notice notifying the Administrative Agent of a repayment of first, such Overdraft Loans and second (to the extent such excess is not eliminated by the repayment of the Overdraft Loans), such Short Notice Loans to the extent of such excess and the Borrower shall make such repayment to the Overdraft Lender on the requested date of such Syndicated Drawdown. (6) The Borrower may make repayments of Overdraft Loans (together with accrued interest thereon which, if such repayment is not made on an Interest Payment Date, shall be repaid on the next Interest Payment Date applicable to the Loan being repaid hereunder) from time to time without penalty. (7) All interest payments and principal repayments of or in respect of Overdraft Loans shall be solely for the account of the Overdraft Lender. Subject to Section 2.20(8) and to Article 11 and Section 12.1, all costs and expenses relating to the Overdraft Loans shall be solely for the account of the Overdraft Lender. (8) Notwithstanding anything to the contrary herein contained, or the contrary provisions of applicable law, rules or regulations, (a) if an Event of Default occurs or (b) if the Overdraft Lender so requires, and there are then outstanding any Overdraft Loans, then, effective on the day of notice to that effect to the other Lenders from the Overdraft Lender, the Borrower shall be deemed to have requested, and hereby requests, a Drawdown of an amount of Syndicated Loans, in the currency or currencies of the Overdraft Loans, sufficient to repay the Overdraft Loans and accrued and unpaid interest in respect thereof, and on the day of receipt of such notice, the other Lenders shall disburse to the Overdraft Lender their Rateable Portions of such amounts and such amounts shall thereupon be deemed to have been advanced by the Lenders to the Borrower and to constitute Syndicated Loans (by way of U.S. Base Rate Loans if the Overdraft Loans were so denominated or Canadian Prime Rate Loans if the Overdraft Loans were so denominated). Such Syndicated Loans shall be deemed to be comprised of principal and accrued and unpaid interest in the same proportions as the corresponding Overdraft Loans. If a Lender does not disburse to the Overdraft Lender its Rateable Portion of any amount under this Section then: (i) such Lender shall purchase participations from the Overdraft Lender in such Syndicated Loans (without recourse to the Overdraft Lender) for an amount or otherwise effect transactions to achieve the financial results contemplated by this Section, and (ii) for the purpose only of any bonus distributions or penalty beingpayments to the Lenders (and not, for greater certainty, for purposes of any obligations of the Lenders, including those under Section 13.9), including any distribution or payment with respect to the Borrower in the event of any enforcement or realization proceedings or any bankruptcy, winding-up, liquidation, arrangement, compromise or composition, the Commitment of such Lender shall be deemed to be nil and the Commitment of the Overdraft Lender shall be increased by the Commitment of such Lender until the amounts owed by the Borrower are outstanding to each Lender in accordance with its Rateable Portion determined without regard to this sentence. If any amount disbursed by a Lender to the Overdraft Lender under this Section and deemed to have been advanced to the Borrower must be repaid by the Overdraft Lender or by the relevant Lender to the Borrower then no reduction of the Overdraft Loans as contemplated above shall be deemed to have occurred, but the Lenders shall purchase participations in the Overdraft Loans (without recourse to the Overdraft Lender) for an amount or otherwise effect transactions to achieve the financial results contemplated by this Section. (9) For certainty, it is hereby acknowledged and agreed that the Lenders shall be obligated to advance their Rateable Portion of the Drawdown contemplated by Section 2.20(8) and to disburse to the Overdraft Lender their Rateable Portions of the Syndicated Loan referenced therein irrespective of: (a) whether a Default or Event of Default is then continuing or whether any other condition in Article 3 is met; and (b) whether or not the Borrower has, in fact, actually requested such Drawdown (by delivery of a Drawdown Notice or otherwise).

Overdraft Loans. (a) Subject to the following provisions of this Section, overdrafts arising from clearance of cheques or drafts drawn on the U.S. dollar or Canadian dollar accounts of the Borrower maintained with the Overdraft Lender, and designated by the Overdraft Lender for such purpose, shall be deemed to be outstanding as an extension of credit to the Borrower from the Overdraft Lender under the RT Credit Facility (each, an “Overdraft Loan”) as Prime Rate Loans or Base Rate Canada Loans, Loans (any overdraft in Canadian dollar accounts shall be deemed to be outstanding as a Base Rate Canada Loan in an amount equal to the case may beU.S. Dollar Equivalent of the amount of such Canadian dollar amount). For certainty, notwithstanding Section 4.1, no Drawdown Notice need be delivered by the Borrower in respect of Overdraft Loans. (b) Except as otherwise specifically provided herein, all references to Prime Rate Loans shall include Overdraft Loans made in Canadian dollars and all references to Base Rate Canada Loans shall include Overdraft Loans made in United States dollarsLoans. (c) Overdraft Loans shall be made by the Overdraft Lender alone, without assignment to, or participation by, the other relevant Lenders. (d) The aggregate principal amount of the Overdraft Loans shall not at any time exceed U.S.$25,000,000$25,000,000. (e) If the Borrower shall request a drawdown under the RT Credit Facility other than under this Section (a “Syndicated Drawdown”) and the Overdraft Lender’s Pro Rata Share of such Syndicated Drawdown would cause the Overdraft Lender’s Pro Rata Share of all Syndicated Loans (as hereinafter defined) together with the Overdraft Loans then outstanding to exceed the Overdraft Lender’s Individual Commitment with respect to the NRT FacilityCommitment, then the Borrower shall be deemed to have given a repayment notice notifying the Administrative Agent of a repayment of the Overdraft Loans to the extent of such excess (without any bonus or penalty beingbeing payable in respect thereof) and the Borrower shall make such repayment on the requested date of such Syndicated Drawdown. For the purposes hereof “Syndicated Loans” means all credit outstanding under the Credit Facility other than Overdraft Loans.

Overdraft Loans. (a) Subject to the following provisions of this Section, overdrafts arising from clearance of cheques or drafts drawn on the accounts of the Borrower maintained with the Overdraft Lender, and designated by the Overdraft Lender for such purpose, shall be deemed to be outstanding as an extension of credit to the Borrower from the Overdraft Lender under the RT Credit Facility (each, an “Overdraft Loan”) as Prime Rate Loans or Base Rate Canada Loans, as the case may be. For certainty, notwithstanding Section 4.1, no Drawdown Notice need be delivered by the Borrower in respect of Overdraft Loans. (b) Except as otherwise specifically provided herein, all references to Prime Rate Loans shall include Overdraft Loans made in Canadian dollars and all references to Base Rate Canada Loans shall include Overdraft Loans made in United States dollars. (c) Overdraft Loans shall be made by the Overdraft Lender alone, without assignment to, or participation by, the other Lenders. (d) The aggregate principal amount of the Overdraft Loans shall not exceed U.S.$25,000,000. (e) If the Borrower shall request a drawdown under the RT Credit Facility other than under this Section (a “Syndicated Drawdown”) and the Overdraft Lender’s Pro Rata Share of such Syndicated Drawdown would cause the Overdraft Lender’s Pro Rata Share of all Syndicated Loans together with the Overdraft Loans then outstanding to exceed the Overdraft Lender’s Individual Commitment with respect to the NRT Credit Facility, then the Borrower shall be deemed to have given a repayment notice notifying the Administrative Agent of a repayment of the Overdraft Loans to the extent of such excess (without any bonus or penalty beinga

Overdraft Loans. (a) Subject to the following provisions of this Section, overdrafts arising from clearance of cheques or drafts drawn on the U.S. dollar or Canadian dollar accounts of the Borrower Borrowers maintained with the Overdraft Lender, and designated by the Overdraft Lender for such purpose, shall be deemed to be outstanding as an extension of credit to the relevant Borrower from the Overdraft Lender under the RT Credit Facility (each, an “"Overdraft Loan”") as Prime Rate Loans or Base Rate Canada Loans, Loans (any overdraft in Canadian dollar accounts shall be deemed to be outstanding as a Base Rate Canada Loan in an amount equal to the case may beU.S. Dollar Equivalent of the amount of such Canadian dollar amount). For certainty, notwithstanding Section 4.1, no Drawdown Notice need be delivered by the Borrower Borrowers in respect of Overdraft Loans. (b) Except as otherwise specifically provided herein, all references to Prime Rate Loans shall include Overdraft Loans made in Canadian dollars and all references to Base Rate Canada Loans shall include Overdraft Loans made in United States dollarsLoans. (c) Overdraft Loans shall be made by the Overdraft Lender alone, without assignment to, or participation by, the other relevant Lenders. (d) The aggregate principal amount of the Overdraft Loans shall not at any time exceed U.S.$25,000,000$25,000,000. (e) If the a Borrower shall request a drawdown under the RT Credit Facility other than under this Section (a “"Syndicated Drawdown”") and the Overdraft Lender’s 's Pro Rata Share of such Syndicated Drawdown would cause the Overdraft Lender’s Xxxxxx's Pro Rata Share of all Syndicated Loans (as hereinafter defined) together with the Overdraft Loans then outstanding to exceed the Overdraft Lender’s Individual Commitment with respect to the NRT Facility, then the Borrower shall be deemed to have given a repayment notice notifying the Administrative Agent of a repayment of the Overdraft Loans to the extent of such excess (without any bonus or penalty being's Individual