Common use of Payments - General Clause in Contracts

Payments - General. (a) All payments of principal, interest, fees and other amounts to be made by the Borrower pursuant to this Agreement shall be made unconditionally and without set-off, defence, counterclaim or other reduction of any type, in the currency in which the Loan is outstanding for value on the day such amount is due, by deposit or transfer thereof to the Agent’s Accounts (in the case of payments under the Revolving Facility or the Term Loan Facility) or the account designated by the Operating Lender (in the case of payments under the Operating Facility). Notwithstanding anything to the contrary expressed or implied in this Agreement, the receipt by the Agent in accordance with this Agreement of any payment made by the Borrower for the account of any of the Lenders shall, insofar as the Borrower’s obligations to the relevant Lenders are concerned, be deemed also to be receipt by such Lenders and the Borrower shall have no liability in respect of any failure or delay on the part of the Agent in disbursing and/or accounting to the relevant Lenders in regard thereto. (b) All payments of principal, interest, fees or other amounts to be made by the Agent to the Lenders pursuant to this Agreement shall be made for value on the day required hereunder, provided that the Agent receives funds from the Borrower for value on such day, by deposit or transfer thereof at the time specified herein to the account of each Lender designated by such Lender to the Agent for such purpose or to such other place or account as the Lenders may from time to time notify the Agent. (c) The Borrower authorizes and directs the Agent to automatically debit the Borrower’s Accounts for all amounts payable by the Borrower under this Agreement, including the repayment of principal and the payment of interest and fees and all charges agreed to by the Borrower for the maintaining of the Borrower’s Accounts. The Agent shall, as soon as is practical after making any such debit, inform the Borrower of the amount thereof and provide reasonable details of the calculation thereof. (d) Unless otherwise specifically provided for herein, if any payment required hereunder shall become due and payable on a day which is not a Banking Day, such payment shall be made on the next following Banking Day and any extension of time shall in such case be included in computing interest payable hereunder relating to such payment.

Payments - General. (a) All Unless expressly provided otherwise under this Agreement, all payments of principal, interest, fees and other amounts Obligations owing from time to be made time by the Borrower pursuant to the Agent and the Lenders under this Agreement shall be made unconditionally and without set-offin immediately available, defence, counterclaim or other reduction of any type, freely transferable same day funds in the currency in which the Loan related Advance is outstanding for value on the day (or in Canadian Dollars if such amount is due, payment does not relate to any Advance) by deposit or transfer thereof to the Agent’s Accounts (appropriate Designated Account in the case of payments under the Revolving Facility or the Term Loan Facilityappropriate currency by no later than noon (Calgary time) or the account designated by the Operating Lender (in the case of payments under the Operating Facility). Notwithstanding anything to the contrary expressed or implied in this Agreement, the receipt by the Agent in accordance with this Agreement of any payment made by the Borrower for the account of any of the Lenders shall, insofar as the Borrower’s obligations to on the relevant Lenders are concerned, date for payment. All payments received after noon (Calgary time) shall be deemed also to be receipt by such Lenders and the Borrower shall have no liability in respect of any failure or delay received on the part of the Agent in disbursing and/or accounting to the relevant Lenders in regard theretonext following Business Day. (b) All Except as otherwise provided herein, all payments of made by the Borrower under this Agreement, whether principal, interest, fees or other amounts to Obligations, shall be made by to the Agent, and the Agent shall receive those payments for and on behalf of the Lenders for distribution to the Lenders pursuant to in accordance with the terms of this Agreement shall be made for value on the day required hereunder, provided that the Agent receives funds from the Borrower for value on such day, by deposit or transfer thereof at the time specified herein to the account of each Lender designated by such Lender to the Agent for such purpose or to such other place or account as the Lenders may from time to time notify the AgentAgreement. (c) The Borrower authorizes and directs the Agent (for so long as BNS is the Agent), in its discretion, to automatically debit debit, by mechanical, electronic or manual means, the appropriate Designated Account or any other of the Borrower’s Accounts for all amounts payable by the Borrower under this Agreementpayments of principal, including the repayment of principal and the payment of interest and interest, fees and other Obligations owing from time to time hereunder (including, for greater certainty, all charges agreed to by the Borrower for the maintaining keeping of the Designated Account or any other of the Borrower’s Accounts. The Agent shall, as soon as is practical after making any such debit, inform the Borrower of the amount thereof and provide reasonable details of the calculation thereof). (d) The Borrower shall make all payments required hereunder, whether by way of principal, interest, fees, expenses or otherwise, without regard to any defence, counterclaim or right of set off available to the Borrower. (e) Unless otherwise specifically provided for herein, if any payment required hereunder shall become due and payable on a day which is not a Banking Business Day, such payment shall be made on the next following Banking Business Day and any extension of time shall in such case be included in computing interest payable hereunder relating to such payment. (f) A repayment or prepayment of a LIBOR Loan may occur only on the last day of the relevant LIBOR Period for such LIBOR Loan (unless the Borrower pays LIBOR breakage costs to the Lenders in accordance with Section 6.5). (g) A repayment or prepayment of a Bankers’ Acceptance may occur only on the maturity date for such Bankers’ Acceptance.

Payments - General. (a) All payments of principal, interest, fees and other amounts owing from time to be made time by the Borrower pursuant to this Agreement shall be made unconditionally and without set-off, defence, counterclaim or other reduction of any type, in the currency in which the Loan is outstanding for value on the day such amount is due, by deposit or transfer thereof to the Agent’s Accounts (in the case of payments under the Revolving Facility or the Term Loan Facility) or the account designated by the Operating Lender (in the case of payments under the Operating Facility). Notwithstanding anything to the contrary expressed or implied in this Agreement, the receipt by the Agent in accordance with this Agreement of any payment made by the Borrower for the account of any of the Lenders shall, insofar as the Borrower’s obligations to the relevant Lenders are concerned, be deemed also to be receipt by such Lenders and the Borrower shall have no liability in respect of any failure or delay on the part of the Agent in disbursing and/or accounting to the relevant Lenders in regard thereto. (b) All payments of principal, interest, fees or other amounts to be made by the Agent to the Lenders pursuant to this Agreement shall be made for value on in the day required hereunder, provided that currency in which the Agent receives funds from the Borrower for value on related Advance is outstanding (or in Cdn. Dollars if such day, by deposit or transfer thereof at the time specified herein payment does not relate to the account of each Lender designated by such Lender to the Agent for such purpose or to such other place or account as the Lenders may from time to time notify the Agentany Advance). (cb) The Borrower authorizes and directs the Agent to automatically debit the Borrower’s Accounts for all amounts payable by the Borrower under this Agreement, including the repayment of principal and the payment of interest and fees and all charges agreed to by the Borrower for the maintaining of the Borrower’s Accounts. The ; provided that the Agent shall, as soon as is practical after at least one Banking Day prior to making any such debit, inform the Borrower of the amount thereof and provide reasonable details of the calculation thereof. (c) All payments by the Borrower hereunder shall be made in same day funds. (d) The Borrower shall make all payments required hereunder, whether by way of principal, interest or otherwise, without regard to any defence, counterclaim or right of set-off available to the Borrower. (e) Unless otherwise specifically provided for herein, if any payment required hereunder shall become due and payable on a day which is not a Banking Day, such payment shall be made on the next following Banking Day and any extension of time shall in such case be included in computing interest payable hereunder relating to such payment. (f) A repayment or prepayment of a LIBOR Loan may occur only on the last day of the relevant LIBOR Period for such LIBOR Loan (unless early termination of such LIBOR Loan can be effected by the Lenders and the Borrower pays LIBOR breakage costs to the Lenders in accordance with Section 13.2). (g) A repayment or prepayment of a BA Issue may occur only on the maturity date for such BA Issue. (h) A repayment or prepayment of an LC Issue may occur only on the expiration date of the relevant Letters of Credit or if the relevant Letters of Credit are returned for cancellation.

Payments - General. (a) All Unless expressly provided otherwise under this Agreement, all payments of principal, interest, fees and other amounts Obligations owing from time to be made time by the Borrower pursuant to the Agent and the Lenders under this Agreement shall be made unconditionally and without set-offin immediately available, defence, counterclaim or other reduction of any type, freely transferable same day funds in the currency in which the Loan related Advance is outstanding for value on the day (or in Canadian Dollars if such amount is due, payment does not relate to any Advance) by deposit or transfer thereof to the Agent’s Accounts (appropriate Designated Account in the case of payments under the Revolving Facility or the Term Loan Facilityappropriate currency by no later than noon (Calgary time) or the account designated by the Operating Lender (in the case of payments under the Operating Facility). Notwithstanding anything to the contrary expressed or implied in this Agreement, the receipt by the Agent in accordance with this Agreement of any payment made by the Borrower for the account of any of the Lenders shall, insofar as the Borrower’s obligations to on the relevant Lenders are concerned, date for payment. All payments received after noon (Calgary time) shall be deemed also to be receipt by such Lenders and the Borrower shall have no liability in respect of any failure or delay received on the part of the Agent in disbursing and/or accounting to the relevant Lenders in regard theretonext following Business Day. (b) All Except as otherwise provided herein, all payments of made by the Borrower under this Agreement, whether principal, interest, fees or other amounts to Obligations, shall be made by to the Agent, and the Agent shall receive those payments for and on behalf of the Lenders for distribution to the Lenders pursuant to in accordance with the terms of this Agreement shall be made for value on the day required hereunder, provided that the Agent receives funds from the Borrower for value on such day, by deposit or transfer thereof at the time specified herein to the account of each Lender designated by such Lender to the Agent for such purpose or to such other place or account as the Lenders may from time to time notify the AgentAgreement. (c) The Borrower authorizes and directs the Agent (for so long as BNS is the Agent), in its discretion, to automatically debit debit, by mechanical, electronic or manual means, the appropriate Designated Account or any other of the Borrower’s Accounts for all amounts payable by the Borrower under this Agreementpayments of principal, including the repayment of principal and the payment of interest and interest, fees and other Obligations owing from time to time hereunder (including, for greater certainty, all charges agreed to by the Borrower for the maintaining keeping of the Designated Account or any other of the Borrower’s Accounts. The Agent shall, as soon as is practical after making any such debit, inform the Borrower of the amount thereof and provide reasonable details of the calculation thereof). (d) The Borrower shall make all payments required hereunder, whether by way of principal, interest, fees, expenses or otherwise, without regard to any defence, counterclaim or right of set off available to the Borrower. (e) Unless otherwise specifically provided for herein, if any payment required hereunder shall become due and payable on a day which is not a Banking Business Day, such payment shall be made on the next following Banking Business Day and any extension of time shall in such case be included in computing interest payable hereunder relating to such payment. (f) A repayment or prepayment of a LIBOR Loan may occur only on the last day of the relevant LIBOR Period for such LIBOR Loan (unless the Borrower pays LIBOR breakage costs to the Lenders in accordance with Section 7.5). (g) A repayment or prepayment of a Bankers’ Acceptance may occur only on the maturity date for such Bankers’ Acceptance. (h) A repayment or prepayment of Letter of Credit may only occur if such Letter of Credit is returned to the Operating Lender for cancellation or if it is cash collateralized in accordance with Section 5.7.

Payments - General. (a) All payments of principal, interest, fees and other amounts to be made by the Borrower pursuant to this Agreement shall be made unconditionally and without set-off, defence, counterclaim or other reduction In anticipation of any type, in the currency in which the Loan is outstanding for value on the day such amount is due, by deposit repayment or transfer thereof to the Agent’s Accounts (in the case of payments under the Revolving Facility or the Term Loan Facility) or the account designated by the Operating Lender (in the case of payments under the Operating Facility). Notwithstanding anything to the contrary expressed or implied in this Agreement, the receipt by the Agent in accordance with this Agreement prepayment of any payment made by the Borrower for the account of any of the Lenders shallLoan under a Credit Facility, insofar as the Borrower’s obligations to the relevant Lenders are concerned, be deemed also to be receipt by such Lenders and the Borrower shall have no liability in respect of any failure or delay on the part of deliver to the Agent in disbursing and/or accounting to or the relevant Lenders in regard theretoOperating Facility Lender, as applicable, a Notice of Rollover/Conversion/Repayment with the same prior notice that would apply if the Borrower was obtaining a Drawdown of such Loan. (b) All payments of principal, interest, fees or and other amounts owing from time to be made time by the Agent Borrower to the Lenders pursuant to this Agreement shall be made for value on in the day required hereunder, provided that currency in which the Agent receives funds from the Borrower for value on related Loan is outstanding (or in Cdn. Dollars if such day, payment does not relate to any Loan) by deposit or transfer thereof at from the time specified herein Borrower’s Accounts no later than noon (Calgary time) on the relevant date for payment. Any payment received after noon (Calgary time) shall be deemed to be received on the account of each Lender designated by such Lender to the Agent for such purpose or to such other place or account as the Lenders may from time to time notify the Agentnext following Banking Day. (c) The Borrower authorizes and directs the Agent and the Operating Facility Lender (as applicable) to automatically debit the Borrower’s Accounts for all amounts payable by the Borrower under this Agreement, including the repayment of principal and the payment of interest and fees and all charges agreed to by the Borrower for the maintaining of the Borrower’s Accounts, and to credit the Borrower’s Accounts for amounts, if any, to be repaid to the Borrower by the Lenders under this Agreement. The Agent shall, as soon as is practical after making any such debitdebit or credit, inform the Borrower of the amount thereof and provide reasonable details of the calculation thereof. (d) All payments by the Borrower hereunder shall be made in immediately available freely transferable funds. (e) The Borrower shall make all payments required hereunder, whether by way of principal, interest or otherwise, without regard to any defence, counterclaim or right of set off available to the Borrower and without withholding any Taxes. If the Borrower is required by Law to deduct any withholding Taxes from or in respect of any amounts payable under this Agreement (i) the amounts payable by the Borrower hereunder will be increased by the amount necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 6.2(e)) the Agent and the Lenders will receive an amount equal to the sum they would have received had no such deductions been made, (ii) the Borrower will make such deductions and (iii) the Borrower will pay the full amount deducted to the relevant taxing authority or other Governmental Authority in accordance with applicable Law. Notwithstanding the foregoing, unless a Lender is an assignee in the circumstances contemplated in Section 15.2, the Borrower shall have no obligation to gross up for Taxes withheld wholly because a Lender is a non resident of Canada within the meaning of the Income Tax Act (Canada). (f) Unless otherwise specifically provided for herein, if any payment required hereunder shall become due and payable on a day which is not a Banking Day, such payment shall be made on the next following Banking Day and any extension of time shall in such case be included in computing interest payable hereunder relating to such payment. (g) A repayment or prepayment of a LIBOR Loan may occur only on the last day of the relevant LIBOR Period for such LIBOR Loan (unless the Borrower pays LIBOR breakage costs to the Lenders in accordance with Section 13.2). (h) A repayment or prepayment of a BA Issue may occur only on the maturity date for such BA Issue.

Payments - General. (a) All Unless expressly provided otherwise under this Agreement, all payments of principal, interest, fees and other amounts Obligations owing from time to be made time by the Borrower pursuant to the Agent and the Lenders under this Agreement shall be made unconditionally and without set-offin immediately available, defence, counterclaim or other reduction of any type, freely transferable same day funds in the currency in which the Loan related Advance is outstanding for value on the day (or in Canadian Dollars if such amount is due, payment does not relate to any Advance) by deposit or transfer thereof to the Agent’s Accounts (appropriate Designated Account in the case of payments under the Revolving Facility or the Term Loan Facilityappropriate currency by no later than noon (Calgary time) or the account designated by the Operating Lender (in the case of payments under the Operating Facility). Notwithstanding anything to the contrary expressed or implied in this Agreement, the receipt by the Agent in accordance with this Agreement of any payment made by the Borrower for the account of any of the Lenders shall, insofar as the Borrower’s obligations to on the relevant Lenders are concerned, date for payment. All payments received after noon (Calgary time) shall be deemed also to be receipt by such Lenders and the Borrower shall have no liability in respect of any failure or delay received on the part of the Agent in disbursing and/or accounting to the relevant Lenders in regard theretonext following Business Day. (b) All Except as otherwise provided herein, all payments of made by the Borrower under this Agreement, whether principal, interest, fees or other amounts to Obligations, shall be made by to the Agent, and the Agent shall receive those payments for and on behalf of the Lenders for distribution to the Lenders pursuant to in accordance with the terms of this Agreement shall be made for value on the day required hereunder, provided that the Agent receives funds from the Borrower for value on such day, by deposit or transfer thereof at the time specified herein to the account of each Lender designated by such Lender to the Agent for such purpose or to such other place or account as the Lenders may from time to time notify the AgentAgreement. (c) The Borrower authorizes and directs the Agent (for so long as BNS is the Agent), in its discretion, to automatically debit debit, by mechanical, electronic or manual means, the appropriate Designated Account or any other of the Borrower’s 's Accounts for all amounts payable by the Borrower under this Agreementpayments of principal, including the repayment of principal and the payment of interest and interest, fees and other Obligations owing from time to time hereunder (including, for greater certainty, all charges agreed to by the Borrower for the maintaining keeping of the Designated Account or any other of the Borrower’s 's Accounts. The Agent shall, as soon as is practical after making any such debit, inform the Borrower of the amount thereof and provide reasonable details of the calculation thereof). (d) The Borrower shall make all payments required hereunder, whether by way of principal, interest, fees, expenses or otherwise, without regard to any defence, counterclaim or right of set off available to the Borrower. (e) Unless otherwise specifically provided for herein, if any payment required hereunder shall become due and payable on a day which is not a Banking Business Day, such payment shall be made on the next following Banking Business Day and any extension of time shall in such case be included in computing interest payable hereunder relating to such payment. (f) A repayment or prepayment of a LIBOR Loan may occur only on the last day of the relevant LIBOR Period for such LIBOR Loan (unless the Borrower pays LIBOR breakage costs to the Lenders in accordance with Section 6.5). (g) A repayment or prepayment of a Bankers' Acceptance may occur only on the maturity date for such Bankers' Acceptance.

Payments - General. (a) All payments of principal, interest, fees and other amounts to be made by the Borrower pursuant to this Agreement shall be made unconditionally and without set-off, defence, counterclaim or other reduction In anticipation of any type, in the currency in which the Loan is outstanding for value on the day such amount is due, by deposit repayment or transfer thereof to the Agent’s Accounts (in the case of payments under the Revolving Facility or the Term Loan Facility) or the account designated by the Operating Lender (in the case of payments under the Operating Facility). Notwithstanding anything to the contrary expressed or implied in this Agreement, the receipt by the Agent in accordance with this Agreement prepayment of any payment made by the Borrower for the account of any of the Lenders shallLoan under a Credit Facility, insofar as the Borrower’s obligations to the relevant Lenders are concerned, be deemed also to be receipt by such Lenders and the Borrower shall have no liability in respect of any failure or delay on the part of deliver to the Agent in disbursing and/or accounting to or the relevant Lenders in regard theretoOperating Facility Lender, as applicable, a Notice of Rollover/Conversion/Repayment with the same prior notice that would apply if the Borrower was obtaining a Drawdown of such Loan. (b) All payments of principal, interest, fees or and other amounts owing from time to be made time by the Agent Borrower to the Lenders pursuant to this Agreement shall be made for value on in the day required hereunder, provided that currency in which the Agent receives funds from the Borrower for value on related Loan is outstanding (or in Cdn. Dollars if such day, payment does not relate to any Loan) by deposit or transfer thereof at from the time specified herein Borrower's Accounts no later than noon (Calgary time) on the relevant date for payment. Any payment received after noon (Calgary time) shall be deemed to be received on the account of each Lender designated by such Lender to the Agent for such purpose or to such other place or account as the Lenders may from time to time notify the Agentnext following Banking Day. (c) The Borrower authorizes and directs the Agent and the Operating Facility Lender (as applicable) to automatically debit the Borrower’s 's Accounts for all amounts payable by the Borrower under this Agreement, including the repayment of principal and the payment of interest and fees and all charges agreed to by the Borrower for the maintaining of the Borrower’s 's Accounts, and to credit the Borrower's Accounts for amounts, if any, to be repaid to the Borrower by the Lenders under this Agreement. The Agent shall, as soon as is practical after making any such debitdebit or credit, inform the Borrower of the amount thereof and provide reasonable details of the calculation thereof. (d) All payments by the Borrower hereunder shall be made in immediately available freely transferable funds. (e) The Borrower shall make all payments required hereunder, whether by way of principal, interest or otherwise, without regard to any defence, counterclaim or right of set off available to the Borrower and without withholding any Taxes. If the Borrower is required by Law to deduct any withholding Taxes from or in respect of any amounts payable under this Agreement (i) the amounts payable by the Borrower hereunder will be increased by the amount necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 6.2(e)) the Agent and the Lenders will receive an amount equal to the sum they would have received had no such deductions been made, (ii) the Borrower will make such deductions and (iii) the Borrower will pay the full amount deducted to the relevant taxing authority or other Governmental Authority in accordance with applicable Law. Notwithstanding the foregoing, unless a Lender is an assignee in the circumstances contemplated in Section 15.2, the Borrower shall have no obligation to gross up for Taxes withheld wholly because a Lender is a non resident of Canada within the meaning of the Income Tax Act (Canada). (f) Unless otherwise specifically provided for herein, if any payment required hereunder shall become due and payable on a day which is not a Banking Day, such payment shall be made on the next following Banking Day and any extension of time shall in such case be included in computing interest payable hereunder relating to such payment. (g) A repayment or prepayment of a LIBOR Loan may occur only on the last day of the relevant LIBOR Period for such LIBOR Loan (unless the Borrower pays LIBOR breakage costs to the Lenders in accordance with Section 13.2). (h) A repayment or prepayment of a BA Issue may occur only on the maturity date for such BA Issue.

Payments - General. (a) All Except for fees and interest pursuant to Section 4.5(b) (which are payable to the Fronting Lender for its own account) and principal and interest for Swing Line Advances (which are payable to the Swing Line Lender for its own account), all payments of principal, interest, fees and other amounts to be made by the Borrower to the Agent and the Lenders pursuant to this Agreement shall be made unconditionally and without set-offto the Agent (for, defenceas applicable, counterclaim the account of the Lenders or other reduction of any type, its own account) in the currency in which the Loan is outstanding for value on the day such amount is due, and if such day is not a Banking Day on the Banking Day next following, by deposit or transfer thereof to the accounts of the Agent maintained at the Agent’s Accounts (in the case of payments under the Revolving Facility or the Term Loan Facility) or the account Branch and designated by the Operating Lender (in Agent for such purpose or at such other place as the case of payments under Borrower and the Operating Facility)Agent may from time to time agree. Notwithstanding anything to the contrary expressed or implied in this Agreement, the receipt by the Agent in accordance with this Agreement of any payment made by the Borrower for the account of any of the Lenders shall, insofar as the Borrower’s obligations to the relevant Lenders are concerned, be deemed also to be receipt by such Lenders and the Borrower shall have no liability in respect of any failure or delay on the part of the Agent in disbursing and/or accounting to the relevant Lenders in regard thereto. (b) All payments of principal, interest, fees or other amounts to be made by the Agent to the Lenders pursuant to this Agreement shall be made for value on the day required hereunder, provided that the Agent receives funds from the Borrower for value on such day, and if such funds are not so received from the Borrower or if such day is not a Banking Day, on the Banking Day next following, by deposit or transfer thereof at the time specified herein to the account of each Lender designated by such Lender to the Agent for such purpose or to such other place or account as the Lenders may from time to time notify the Agent. (c) The Borrower authorizes and directs the Agent to automatically debit the Borrower’s Accounts for all amounts payable by the Borrower under this Agreement, including the repayment of principal and the payment of interest and fees and all charges agreed to by the Borrower for the maintaining of the Borrower’s Accounts. The Agent shall, as soon as is practical after making any such debit, inform the Borrower of the amount thereof and provide reasonable details of the calculation thereof. (d) The Borrower shall make all payments required hereunder, whether by way of principal, interest or otherwise, without regard to any defence, counterclaim or right of set-off available to the Borrower and without withholding any Taxes (excluding Taxes imposed on the income or capital of the Agent or any Lender). If the Borrower is required by Applicable Law to deduct any withholding Taxes (excluding Taxes imposed on the income or capital of the Agent or any Lender) from or in respect of any amounts payable under this Agreement (i) the amounts payable by the Borrower hereunder will be increased by the amount necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 7.5(d)) the Agent and the Lenders will receive an amount equal to the sum they would have received had no such deductions been made, (ii) the Borrower will make such deductions and (iii) the Borrower will pay the full amount deducted to the relevant taxing authority or other Governmental Authority in accordance with Applicable Law. Notwithstanding the foregoing, unless a Lender is an assignee in circumstances where an Event of Default has occurred and is continuing, the Borrower shall have no obligation to gross-up or indemnify for Taxes withheld or deducted solely because a Lender is a non-resident of Canada within the meaning of the Income Tax Act (Canada). (e) Unless otherwise specifically provided for herein, if any payment required hereunder shall become due and payable on a day which is not a Banking Day, such payment shall be made on the next following Banking Day and any extension of time shall in such case be included in computing interest payable hereunder relating to such payment.

Payments - General. (a) All payments of principal, interest, fees and other amounts to be made by the Borrower pursuant to this Agreement shall be made unconditionally and without set-off, defence, counterclaim or other reduction In anticipation of any type, in the currency in which the repayment or prepayment of any Loan is outstanding for value on the day such amount is due, by deposit or transfer thereof to the Agent’s Accounts (in the case of payments under the Revolving Facility or the Term Loan Facility) or the account designated by the Operating Lender (in the case of payments under the Operating Facility). Notwithstanding anything to the contrary expressed or implied in this Agreement, the receipt by the Agent in accordance with this Agreement of any payment made by the Borrower for the account of any of the Lenders shall, insofar as the Borrower’s obligations to the relevant Lenders are concerned, be deemed also to be receipt by such Lenders and the Borrower shall have no liability in respect of any failure or delay on the part of deliver to the Agent in disbursing and/or accounting to a Notice of Rollover/Conversion/Repayment with the relevant Lenders in regard theretosame prior notice that would apply if the Borrower was making a Rollover or Conversion of such Loan. (b) All payments of principal, interest, fees or other amounts to be made by the Agent to the Lenders pursuant to this Agreement shall be made for value on the day required hereunder, provided that the Agent receives funds from the Borrower for value on such day, by deposit or transfer thereof at the time specified herein to the account of each Lender designated by such Lender to the Agent for such purpose or to such other place or account as the Lenders may from time to time notify the Agent. (c) The Borrower authorizes and directs the Agent to automatically debit the applicable Borrower’s 's Accounts for all amounts payable by the Borrower under this AgreementAgreement when due, including the repayment of principal and the payment of interest and fees and all charges agreed to by the Borrower for the maintaining of the Borrower’s 's Accounts, and to credit the Borrower's Accounts for amounts, if any, to be repaid to the Borrower by the Lenders under this Agreement. The Agent shall, as soon as is practical after making any such debitdebit or credit, inform the Borrower of the amount thereof and provide reasonable details of the calculation thereof. (c) All payments by the Borrower hereunder shall be made in immediately available freely transferable funds. (d) The Borrower shall make all payments required hereunder, whether by way of principal, interest or otherwise, without regard to any defence, counterclaim or right of set-off available to the Borrower and without withholding any Taxes. If the Borrower is required by Law to deduct any withholding Taxes from or in respect of any amounts payable under this Agreement (i) the amounts payable by the Borrower hereunder will be increased by the amount necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 6.2(d)) the Agent and the Lenders will receive an amount equal to the sum they would have received had no such deductions been made, (ii) the Borrower will make such deductions and (iii) the Borrower will pay the full amount deducted to the relevant taxing authority or other Governmental Authority in accordance with applicable Law. Notwithstanding the foregoing, unless a Lender is an assignee in the circumstances contemplated in Section 15.2, the Borrower shall have no obligation to gross-up for Taxes withheld wholly because a Lender is a non-resident of Canada within the meaning of the Income Tax Act (Canada). (e) The obligation of the Borrower to make all payments required hereunder shall be absolute and unconditional and shall not be limited or affected by any circumstance, including, without limitation, any insolvency, bankruptcy, reorganization or similar proceedings by or against the Borrower. (f) Unless otherwise specifically provided for herein, if any payment required hereunder shall become due and payable on a day which is not a Banking Day, such payment shall be made on the next following Banking Day and any extension of time shall in such case be included in computing interest payable hereunder relating to such payment. (g) A repayment or prepayment of a BA Issue may occur only on the maturity date for such BA Issue.

Payments - General. (a) All payments of principal, interest, fees and other amounts to be made by the Borrower pursuant to this Agreement shall be made unconditionally and without set-off, defence, counterclaim or other reduction In anticipation of any type, in the currency in which the Loan is outstanding for value on the day such amount is due, by deposit repayment or transfer thereof to the Agent’s Accounts (in the case of payments under the Revolving Facility or the Term Loan Facility) or the account designated by the Operating Lender (in the case of payments under the Operating Facility). Notwithstanding anything to the contrary expressed or implied in this Agreement, the receipt by the Agent in accordance with this Agreement prepayment of any payment made by the Borrower for the account of any of the Lenders shallLoan under a Credit Facility, insofar as the Borrower’s obligations to the relevant Lenders are concerned, be deemed also to be receipt by such Lenders and the Borrower shall have no liability in respect of any failure or delay on the part of deliver to the Agent in disbursing and/or accounting to or the relevant Lenders in regard theretoOperating Facility Lender, as applicable, a Notice of Rollover/Conversion/Repayment with the same prior notice that would apply if the Borrower was obtaining a Drawdown of such Loan. (b) All payments of principal, interest, fees or and other amounts owing from time to be made time by the Agent Borrower to the Lenders pursuant to this Agreement shall be made for value on in the day required hereunder, provided that currency in which the Agent receives funds from the Borrower for value on related Loan is outstanding (or in Cdn. Dollars if such day, payment does not relate to any Loan) by deposit or transfer thereof at from the time specified herein Borrower’s Accounts no later than noon (Calgary time) on the relevant date for payment. Any payment received after noon (Calgary time) shall be deemed to be received on the account of each Lender designated by such Lender to the Agent for such purpose or to such other place or account as the Lenders may from time to time notify the Agentnext following Banking Day. (c) The Borrower authorizes and directs the Agent and the Operating Facility Lender (as applicable) to automatically debit the Borrower’s Accounts for all amounts payable by the Borrower under this Agreement, including the repayment of principal and the payment of interest and fees and all charges agreed to by the Borrower for the maintaining of the Borrower’s Accounts, and to credit the Borrower’s Accounts for amounts, if any, to be repaid to the Borrower by the Lenders under this Agreement. The Agent shall, as soon as is practical after making any such debitdebit or credit, inform the Borrower of the amount thereof and provide reasonable details of the calculation thereof. (d) All payments by the Borrower hereunder shall be made in immediately available freely transferable funds. (e) The Borrower shall make all payments required hereunder, whether by way of principal, interest or otherwise, without regard to any defence, counterclaim or right of set off available to the Borrower and without withholding any Taxes. If the Borrower is required by Law to deduct any withholding Taxes from or in respect of any amounts payable under this Agreement (i) the amounts payable by the Borrower hereunder will be increased by the amount necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 6.2(e)) the Agent and the Lenders will receive an amount equal to the sum they would have received had no such deductions been made, (ii) the Borrower will make such deductions and (iii) the Borrower will pay the full amount deducted to the relevant taxing authority or other Governmental Authority in accordance with applicable Law. Notwithstanding the foregoing, unless a Lender is an assignee in the circumstances contemplated in Section 15.2, the Borrower shall have no obligation to gross up for Taxes withheld wholly because a Lender is a non resident of Canada within the meaning of the Income Tax Act (Canada). (f) Unless otherwise specifically provided for herein, if any payment required hereunder shall become due and payable on a day which is not a Banking Day, such payment shall be made on the next following Banking Day and any extension of time shall in such case be included in computing interest payable hereunder relating to such payment. (g) A repayment or prepayment of a LIBOR Loan may occur only on the last day of the relevant LIBOR Period for such LIBOR Loan (unless the Borrower pays LIBOR breakage costs to the Lenders in accordance with Section 13.2).