Common use of Procedure for Borrowings Clause in Contracts

Procedure for Borrowings. (a) Each Borrowing shall be made upon the irrevocable notice of the Borrower, received by the Administrative Agent (i) not later than 12:00 noon (Toronto time) three Business Days prior to the date of the proposed Borrowing, in the case of Eurodollar Loans and (ii) not later than 11:00 a.m. (Toronto time) on the date of the proposed Borrowing, in the case of Reference Rate Loans or Canadian Prime Rate Loans. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be in writing (including by facsimile confirmed immediately by telephone), in substantially the form of Exhibit 2.02 specifying: (i) the requested borrowing date, which shall be a Business Day; (ii) the currency and aggregate principal amount of the Borrowing, which shall be a minimum amount of US$5,000,000 or Cdn$5,000,000, as applicable, or an integral multiple of US$1,000,000 or Cdn$1,000,000, as applicable, in excess thereof. If the Notice of Borrowing shall fail to specify the currency with respect to the Borrowing, the Borrower shall be deemed to have selected US Dollars; (iii) whether the Borrowing is to be comprised of Eurodollar Loans, Reference Rate Loans or Canadian Prime Rate Loans. If the Notice of Borrowing shall fail to specify the Type of Borrowing, then the requested Borrowing shall be (i) in the case of a Borrowing denominated in US Dollars, a Reference Rate Borrowing and (ii) in the case of a Borrowing denominated in Canadian Dollars, a Canadian Prime Rate Borrowing; and (iv) if the Borrowing is to be comprised of Eurodollar Loans, the duration of the initial Interest Period applicable to such Borrowing. If the Notice of Borrowing shall fail to specify the duration of the initial Interest Period for any Borrowing comprised of Eurodollar Loans, such Interest Period shall be one month. (b) Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly notify each Lender thereof and of the amount of such Lender’s Percentage Share of such Borrowing. (c) Each Lender shall make the amount of its Percentage Share of the Borrowings available to the Administrative Agent for the account of the Borrower at the Administrative Agent’s Payment Office on the Effective Date in funds immediately available in US Dollars, in the case of Eurodollar Loans and Reference Rate Loans, and in Canadian Dollars, in the case of Canadian Prime Rate Loans, by 12:00 noon (Toronto time). Unless any applicable condition specified in Article V has not been satisfied, the Administrative Agent will make the funds so received from the Lenders promptly available to the Borrower by crediting the account of the Borrower on the books of the Administrative Agent (or such other account as shall have been specified by the Borrower) with the aggregate amount made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent. (d) After giving effect to the Borrowings, there shall not be more than an aggregate amount of fifteen (i) Interest Periods in effect in respect of all Loans outstanding at such time and (ii) Contract Periods in effect in respect of all B/As outstanding at such time.

Procedure for Borrowings. Whenever the Borrowers borrow Loans under this Agreement (other than pursuant to subsections 2.4(c) or 2.4(d)), the applicable Borrower shall give the U.S. Administrative Agent or the Canadian Administrative Agent, as applicable, irrevocable notice (which notice must be received by the U.S. Administrative Agent prior to (a) Each Borrowing shall be made upon the irrevocable notice of the Borrower12:30 P.M., received by the Administrative Agent New York City time, at least three (i3) not later than 12:00 noon (Toronto time) three Business Days prior to the date requested Borrowing Date, if all or any part of the proposed Borrowingrequested Loans are to be initially Eurocurrency Loans or Bankers’ Acceptance Loans or (b) 11:00 a.m., New York City time on the requested Borrowing Date, if the requested loans are to be ABR Loans) specifying (i) the identity of the Borrower or Borrowers, (ii) the amount to be borrowed, (iii) the requested Borrowing Date, (iv) whether the borrowing is to be of Eurocurrency Loans or Bankers’ Acceptance Loans, ABR Loans or a combination thereof, (v) if the borrowing is to be entirely or partly of Eurocurrency Loans or Bankers’ Acceptance Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Periods therefor, (vi) if the borrowing is to be entirely or partly Bankers’ Acceptance Loans, the length of the term thereof in accordance with subsection 4.6(c) and (vii) whether the Borrowing is to be of Extending U.S. RCF Loans, Non-Extending U.S. RCF Loans, Extending Canadian RCF Loans or Non-Extending Canadian RCF Loans. Each borrowing shall be in an amount equal to (x) in the case of ABR Loans, except any ABR Loan to be used solely to pay a like amount of outstanding Reimbursement Obligations or Swing Line Loans, an integral multiple of $1,000,000 (or, if the Commitments then available (as calculated in accordance with subsections 2.1(a) and (b)) are less than $1,000,000, such lesser amount) and (y) in the case of Eurocurrency Loans, the principal amount thereof (or in the case of Bankers’ Acceptance Loans, the Dollar Equivalent of the principal amount thereof) equal to $5,000,000 (or, in the case of Eurodollar Loans and made to the Canadian Borrowers, Cdn$5,000,000) or a whole multiple of $1,000,000 (ii) not later than 11:00 a.m. (Toronto time) on the date of the proposed Borrowingor, in the case of Reference Rate Loans or made to the Canadian Prime Rate Loans. Each such notice of a Borrowing Borrowers, Cdn$1,000,000) in excess thereof (a “Notice of Borrowing”or, if the Commitments then available (as calculated in accordance with subsections 2.1(a) shall be in writing and (including by facsimile confirmed immediately by telephoneb), in substantially the form of Exhibit 2.02 specifying: (i) the requested borrowing date, which shall be a Business Day; (ii) the currency and aggregate principal amount of the Borrowing, which shall be a minimum amount of US$are less than $5,000,000 or Cdn$5,000,000, as applicable, such lesser amount). Upon receipt of any such notice from a Borrower, the U.S. Administrative Agent or an integral multiple of US$1,000,000 or Cdn$1,000,000the Canadian Administrative Agent, as applicable, in excess shall promptly notify each applicable Lender thereof. If the Notice of Borrowing shall fail to specify the currency with respect Subject to the Borrowing, satisfaction of the Borrower shall be deemed applicable conditions precedent specified in Section 6 (and subject to have selected US Dollars; (iii) whether the Borrowing is to be comprised of Eurodollar Loans, Reference Rate Loans or Canadian Prime Rate Loans. If the Notice of Borrowing shall fail to specify the Type of Borrowing, then the requested Borrowing shall be (icompliance with subsection 4.6(c) in the case of a Borrowing denominated in US DollarsBankers’ Acceptance Loans), a Reference Rate Borrowing and (ii) in the case of a Borrowing denominated in Canadian Dollars, a Canadian Prime Rate Borrowing; and (iv) if the Borrowing is to be comprised of Eurodollar Loans, the duration of the initial Interest Period each applicable to such Borrowing. If the Notice of Borrowing shall fail to specify the duration of the initial Interest Period for any Borrowing comprised of Eurodollar Loans, such Interest Period shall be one month. (b) Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly notify each Lender thereof and of the amount of such Lender’s Percentage Share of such Borrowing. (c) Each Lender shall will make the amount of its Percentage Share pro rata share of the Borrowings each such borrowing of Loans available to the U.S. Administrative Agent or the Canadian Administrative Agent, as applicable, for the account of the Borrower or Borrowers identified in such notice at the office of the U.S. Administrative Agent or the Canadian Administrative Agent’s Payment Office on the Effective Date , as applicable, specified in funds immediately available in US Dollarssubsection 11.2 prior to 12:30 P.M. (or 11:00 A.M., in the case of Eurodollar Loans the initial borrowing hereunder), New York City time, or at such other office of the U.S. Administrative Agent or the Canadian Administrative Agent, as applicable, or at such other time as to which the U.S. Administrative Agent or the Canadian Administrative Agent, as applicable, shall notify such Borrower or Borrowers reasonably in advance of the Borrowing Date with respect thereto, on the Borrowing Date requested by such Borrower or Borrowers in Dollars or Canadian Dollars and Reference Rate in funds immediately available to the U.S. Administrative Agent or the Canadian Administrative Agent, as applicable. In relation to Banker’s Acceptance Loans, and in the Canadian Dollars, in the case of Canadian Prime Rate Loans, by 12:00 noon (Toronto time). Unless any applicable condition specified in Article V has not been satisfied, the Administrative Agent shall credit to the applicable Canadian Borrower’s account on the applicable Borrowing Date the BA Proceeds less the applicable BA Fee with respect to each B/A Instrument purchased by a Lender on that Borrowing Date. Such borrowing will make the funds so received from the Lenders promptly then be made available to the Borrower or Borrowers identified in such notice by the U.S. Administrative Agent or the Canadian Administrative Agent, as applicable, crediting the account of the such Borrower or Borrowers on the books of the Administrative Agent (or such other account as shall have been specified by the Borrower) office with the aggregate amount of the amounts made available to the U.S. Administrative Agent or the Canadian Administrative Agent, as applicable, by the applicable Lenders and in like funds as received by the U.S. Administrative Agent or the Canadian Administrative Agent, as applicable. (d) After giving effect to the Borrowings, there shall not be more than an aggregate amount of fifteen (i) Interest Periods in effect in respect of all Loans outstanding at such time and (ii) Contract Periods in effect in respect of all B/As outstanding at such time.

Procedure for Borrowings. (a) Each Borrowing (other than of a Swing Line Loan) shall be made upon the Applicable Borrower's irrevocable written notice (or telephonic notice promptly confirmed in writing) delivered to the Paying Agent in the form of the Borrower, a Notice of Borrowing (which notice must be received by the Administrative Paying Agent prior to (i) not later than 12:00 noon 10:00 a.m. (Toronto London, England time) ), three Business Days prior to the date of the proposed Borrowingre- quested Borrowing Date, in the case of Eurodollar Loans and Offshore Currency Loans; (ii) not later than 11:00 10:00 a.m. (Toronto New York City time) on ), three Business Days prior to the date of the proposed Borrowingrequested Borrowing Date, in the case of Reference Rate Loans or Canadian Prime Rate Offshore U.S. Dollar Loans. Each such notice of a Borrowing ; and (a “Notice of Borrowing”iii) shall be in writing 10:00 a.m. (including by facsimile confirmed immediately by telephoneNew York City time), one Business Day prior to the requested Borrowing Date, in substantially the form case of Exhibit 2.02 ABR Loans, and in each case not more than five Business Days prior to the requested Borrowing Date) specifying: (iA) the amount of the Borrowing, which shall be in an aggregate amount not less than the Minimum Loan; (B) the requested borrowing dateBorrowing Date, which shall be a Business Day; (iiC) the currency and aggregate principal amount Type of Loans comprising the Borrowing, which shall be a minimum amount of US$5,000,000 or Cdn$5,000,000, as applicable, or an integral multiple of US$1,000,000 or Cdn$1,000,000, as applicable, in excess thereof. If the Notice of Borrowing shall fail to specify the currency with respect to the Borrowing, the Borrower shall be deemed to have selected US Dollars; (iii) whether the Borrowing is to be comprised of Eurodollar Loans, Reference Rate Loans or Canadian Prime Rate Loans. If the Notice of Borrowing shall fail to specify the Type of Borrowing, then the requested Borrowing shall be (iD) in the case of a Borrowing denominated in US Dollarsof LIBOR Loans, a Reference Rate Borrowing and the duration of the Interest Period therefor; and (iiE) in the case of a Borrowing denominated in Canadian Dollars, a Canadian Prime Rate Borrowing; and (iv) if the Borrowing is to be comprised of Eurodollar Offshore Currency Loans, the duration of the initial Interest Period applicable to such Borrowing. If the Notice of Borrowing shall fail to specify the duration of the initial Interest Period for any Borrowing comprised of Eurodollar Loans, such Interest Period shall be one monthApplicable Currency. (b) The Dollar Equivalent amount of any Borrowing of Offshore Currency Revolving Loans will be determined by the Paying Agent for such Borrowing on the Computation Date therefor in accordance with subsection 2.5(a). Upon receipt of a Notice of Borrowing, the Administrative Paying Agent shall will promptly notify each Lender thereof and of the amount of such Lender’s Percentage 's Pro Rata Share of the Borrowing. In the case of a Borrowing of Offshore Currency Revolving Loans, such notice will provide the approximate amount of each Lender's Pro Rata Share of the Borrowing, and the Paying Agent will, upon the determination of the Dollar Equivalent amount of the Borrowing as specified in the Notice of Borrowing, promptly notify each Lender of the exact amount of such Lender's Pro Rata Share of the Borrowing. (c) Each Lender shall will make the amount of its Percentage Pro Rata Share of the Borrowings each Borrowing available to the Administrative Paying Agent for the account of the Applicable Borrower at the Administrative Agent’s 's Payment Office on the Effective Borrowing Date requested by such Applicable Borrower in funds immediately available Same Day Funds and in US Dollars, the requested currency (i) in the case of Eurodollar a Borrowing comprised of Loans and Reference Rate Loansin U.S. Dollars, by 11:00 a.m. (New York City time), and in Canadian Dollars, (ii) in the case of Canadian Prime Rate a Borrowing comprised of Offshore Currency Loans, by 12:00 noon such time (Toronto London, England time)) as the Paying Agent may specify. Unless any applicable condition specified in Article V has not been satisfied, the Administrative Agent The proceeds of all such Loans will make the funds so received from the Lenders promptly be made available to the Applicable Borrower by the Paying Agent at the Agent's Payment Office by crediting the account of the Applicable Borrower on the books of the Administrative Agent (or such other account as shall have been specified where requested by the Borrower) Applicable Borrower with the aggregate amount of the amounts made available to the Administrative Paying Agent by the Lenders and in like funds as received by the Administrative Paying Agent. (d) After giving effect to the Borrowingsany Borrowing, there shall may not be more than an aggregate amount of fifteen (i) six different Interest Periods in effect in respect of for all Loans outstanding at such time and (ii) Contract Dollar Term A Loans, six different Interest Periods in effect for all Euro Term A Loans, six different Interest Periods in respect of effect for all B/As outstanding at such timeTerm B Loans and eight different Interest Periods in effect for all Revolving Loans. (e) ABR Loans shall only be made in U.S. Dollars.

Procedure for Borrowings. Whenever the Borrowers borrow Loans under this Agreement, the applicable Borrower shall give the U.S. Administrative Agent or the Canadian Administrative Agent, as applicable, irrevocable notice (which notice must be received by the U.S. Administrative Agent prior to (a) Each Borrowing shall be made upon the irrevocable notice of the Borrower12:30 P.M., received by the Administrative Agent (i) not later than 12:00 noon (Toronto New York City time) , at least three Business Days prior to the date requested Borrowing Date, if all or any part of the proposed Borrowingrequested Loans are to be initially Eurocurrency Loans or Bankers’ Acceptance Loans or (b) 11:00 a.m., New York City time (1) at least one Business Day prior to the requested Borrowing Date for Term Loans maintained as ABR Loans and (2) on the requested Borrowing Date, for any other ABR Loans) specifying (i) the identity of the Borrower or Borrowers, (ii) the amount to be borrowed, (iii) the requested Borrowing Date, (iv) whether the borrowing is to be of Eurocurrency Loans or Bankers’ Acceptance Loans, ABR Loans or a combination thereof, (v) if the borrowing is to be entirely or partly of Eurocurrency Loans or Bankers’ Acceptance Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Periods therefor and (vi) if the borrowing is to be entirely or partly Bankers’ Acceptance Loans, the length of the term thereof in accordance with subsection 4.6(c). Each borrowing shall be in an amount equal to (x) in the case of ABR Loans, except any ABR Loan to be used solely to pay a like amount of outstanding Reimbursement Obligations or Swing Line Loans, an integral multiple of $1,000,000 (or, if the Commitments then available (as calculated in accordance with subsections 2.1(a) and (b)) are less than $1,000,000, such lesser amount) and (y) in the case of Eurocurrency Loans, the principal amount thereof (or in the case of Bankers’ Acceptance Loans, the Dollar Equivalent of the principal amount thereof) equal to $5,000,000 (or, in the case of Eurodollar Loans and made to the Canadian Borrowers, Cdn$5,000,000) or a whole multiple of $1,000,000 (ii) not later than 11:00 a.m. (Toronto time) on the date of the proposed Borrowingor, in the case of Reference Rate Loans or made to the Canadian Prime Rate LoansBorrowers, Cdn$ 1,000,000) in excess thereof. Each Upon receipt of any such notice of from a Borrowing (a “Notice of Borrowing”) shall be in writing (including by facsimile confirmed immediately by telephone)Borrower, in substantially the form of Exhibit 2.02 specifying: (i) U.S. Administrative Agent or the requested borrowing date, which shall be a Business Day; (ii) the currency and aggregate principal amount of the Borrowing, which shall be a minimum amount of US$5,000,000 or Cdn$5,000,000Canadian Administrative Agent, as applicable, or an integral multiple of US$1,000,000 or Cdn$1,000,000, as applicable, in excess shall promptly notify each applicable Lender thereof. If the Notice of Borrowing shall fail to specify the currency with respect Subject to the Borrowing, satisfaction of the Borrower shall be deemed applicable conditions precedent specified in Section 6 (and subject to have selected US Dollars; (iii) whether the Borrowing is to be comprised of Eurodollar Loans, Reference Rate Loans or Canadian Prime Rate Loans. If the Notice of Borrowing shall fail to specify the Type of Borrowing, then the requested Borrowing shall be (icompliance with Section 4.6(c) in the case of a Borrowing denominated in US DollarsBankers’ Acceptance Loans), a Reference Rate Borrowing and (ii) in the case of a Borrowing denominated in Canadian Dollars, a Canadian Prime Rate Borrowing; and (iv) if the Borrowing is to be comprised of Eurodollar Loans, the duration of the initial Interest Period each applicable to such Borrowing. If the Notice of Borrowing shall fail to specify the duration of the initial Interest Period for any Borrowing comprised of Eurodollar Loans, such Interest Period shall be one month. (b) Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly notify each Lender thereof and of the amount of such Lender’s Percentage Share of such Borrowing. (c) Each Lender shall will make the amount of its Percentage Share pro rata share of the Borrowings each borrowing of Loans available to the U.S. Administrative Agent or the Canadian Administrative Agent, as applicable, for the account of the Borrower or Borrowers identified in such notice at the office of the U.S. Administrative Agent or the Canadian Administrative Agent’s Payment Office on the Effective Date , as applicable, specified in funds immediately available in US Dollarssubsection 11.2 prior to 12:30 P.M. (or 11:00 A.M., in the case of Eurodollar Loans the initial borrowing hereunder), New York City time, or at such other office of the U.S. Administrative Agent or the Canadian Administrative Agent, as applicable, or at such other time as to which the U.S. Administrative Agent or the Canadian Administrative Agent, as applicable, shall notify such Borrower or Borrowers reasonably in advance of the Borrowing Date with respect thereto, on the Borrowing Date requested by such Borrower or Borrowers in Dollars or Canadian Dollars and Reference Rate in funds immediately available to the U.S. Administrative Agent or the Canadian Administrative Agent, as applicable. In relation to Banker’s Acceptance Loans, and in the Canadian Dollars, in the case of Canadian Prime Rate Loans, by 12:00 noon (Toronto time). Unless any applicable condition specified in Article V has not been satisfied, the Administrative Agent shall credit to the applicable Canadian Borrower’s account on the applicable Borrowing Date the BA Proceeds less the applicable BA Fee with respect to each B/A Instrument purchased by a Lender on that Borrowing Date. Such borrowing will make the funds so received from the Lenders promptly then be made available to the Borrower or Borrowers identified in such notice by the U.S. Administrative Agent or the Canadian Administrative Agent, as applicable, crediting the account of the such Borrower or Borrowers on the books of the Administrative Agent (or such other account as shall have been specified by the Borrower) office with the aggregate amount of the amounts made available to the U.S. Administrative Agent or the Canadian Administrative Agent, as applicable, by the applicable Lenders and in like funds as received by the U.S. Administrative Agent or the Canadian Administrative Agent, as applicable. (d) After giving effect to the Borrowings, there shall not be more than an aggregate amount of fifteen (i) Interest Periods in effect in respect of all Loans outstanding at such time and (ii) Contract Periods in effect in respect of all B/As outstanding at such time.