Common use of Standby Fees Clause in Contracts

Standby Fees. (a) SNC must pay to the Agent, for distribution to the Lenders pro rata to their Commitments under the Revolving Facility, a standby fee on the unused portion (expressed in Dollars) of the Revolving Facility. For purposes of the calculation of such unused portion, any Swingline Availability (other than with the Swingline Lender who is the Agent) will be deemed to be fully used; (b) SNC must pay directly to any Swingline Lender (other than with the Swingline Lender who is the Agent), for its sole account, a standby fee on the unused portion of its Swingline Availability (expressed in Dollars); (c) The standby fee under the Revolving Facility will be calculated daily at an annual rate equal to the Applicable Rate and any such fee accrued in any quarter will be payable in arrears no later than the 30th day of the following quarter. For greater certainty, the Commitment of any Lender who is a Swingline Lender (other than the Swingline Lender who is the Agent) will be calculated as provided in Section 2.10 for purposes of the pro rata referred to in Section 7.5(a); (d) SNC must pay to the Agent for distribution to the Lenders pro rata to their Commitments under the Term Facility a standby fee on the amount of the Term Facility for the period commencing on June 19, 2017 and ending on the earlier of the date of the first Borrowing under the Term Facility and the date the Term Facility has terminated. Such fee will be calculated daily at an annual rate equal to 20 bps and will be payable on the last day of such period. However, no such fee will be payable if the Term Facility has terminated prior to June 19, 2017 or if the first Borrowing under the Term Facility has occurred prior to such date.

Standby Fees. WFT shall pay: (a) SNC must pay to the Agent, for distribution to the Lenders pro rata to their Commitments account of each Canadian Lender under the Revolving Revolver Facility, a standby fee Standby Fee from and after the date of this Agreement payable in US Dollars quarterly in arrears on the unused portion (expressed in Dollars) fifth Business Day of the Revolving Facility. For purposes first month following the end of each fiscal quarter of WFT, and on the Revolver Maturity Date, calculated on a daily basis on the difference between the Canadian Lender Revolver Commitment of such Lender (excluding the Swingline Commitments in the case of the calculation Swingline Lenders) and the aggregate Principal Outstanding under the Revolver Facility owed to such Lender from the Borrowers (excluding, in the case of such unused portionthe Swingline Lenders, any outstanding Swingline Availability (other than with Advances), at the Swingline Lender who is applicable rate per annum set forth under the Agent) will be deemed to be fully used;heading “Standby Fees” in the definition of Applicable Margin; and (b) SNC must pay directly to any Swingline Lender (other than with the Swingline Lender who is the US Agent), for its sole accountthe account of each US Lender under the Revolver Facility, a standby fee Standby Fee from and after the date of this Agreement payable in US Dollars quarterly in arrears on the unused fifth Business Day of the first month following the end of each fiscal quarter of WFT, and on the Revolver Maturity Date, calculated on a daily basis on the difference between the US Lender Revolver Commitment of such Lender and the aggregate Principal Outstanding under the Revolver Facility owed to such Lender from the Borrowers, at the applicable rate per annum set forth under the heading “Standby Fees” in the definition of Applicable Margin, and, for the purposes of the foregoing calculations, Principal Outstanding in Canadian Dollars on each day during the fiscal quarter shall be converted into the Equivalent Amount in US Dollars by applying the monthly average Bank of Canada rate posted on the last Business Day of the applicable month during such fiscal quarter. Payment of a Standby Fee on the unutilized portion of its Swingline Availability (expressed in Dollars);the: (c) The standby fee under the Revolving Facility WFT Swingline Commitment will be calculated daily at an annual the applicable rate equal described above and be paid by WFT to the Applicable Rate and any such fee accrued in any quarter will be payable WFT Swingline Lender quarterly in arrears no later than on the 30th day fifth Business Day of the first month following quarter. For greater certainty, the Commitment end of any Lender who is a Swingline Lender (other than the Swingline Lender who is the Agent) will be calculated as provided in Section 2.10 for purposes each fiscal quarter of the pro rata referred to in Section 7.5(a);WFT; and (d) SNC must pay Norbord Swingline Commitment will be calculated at the applicable rate described above and be paid by Norbord to the Agent for distribution to the Lenders pro rata to their Commitments under the Term Facility a standby fee Norbord Swingline Lender quarterly in arrears on the amount of the Term Facility for the period commencing on June 19, 2017 and ending on the earlier of the date fifth Business Day of the first Borrowing under month following the Term Facility and the date the Term Facility has terminated. Such fee will be calculated daily at an annual rate equal to 20 bps and will be payable on the last day end of such period. However, no such fee will be payable if the Term Facility has terminated prior to June 19, 2017 or if the first Borrowing under the Term Facility has occurred prior to such dateeach fiscal quarter of WFT.

Standby Fees. WFT shall pay: (a) SNC must pay to the Agent, for distribution to the Lenders pro rata to their Commitments account of each Canadian Lender under the Revolving Revolver Facility, a standby fee Standby Fee from and after the date of this Agreement payable in US Dollars quarterly in arrears on the unused portion (expressed in Dollars) fifth Business Day of the Revolving Facility. For purposes first month following the end of each fiscal quarter of WFT, and on the Revolver Maturity Date, calculated on a daily basis on the difference between the Canadian Lender Revolver Commitment of such Lender (excluding the Swingline Commitments in the case of the calculation Swingline Lenders) and the aggregate Principal Outstanding under the Revolver Facility owed to such Lender from the Borrowers (excluding, in the case of such unused portionthe Swingline Lenders, any outstanding Swingline Availability (other than with Advances), at the Swingline Lender who is applicable rate per annum set forth under the Agent) will be deemed to be fully used;heading “Standby Fees” in the definition of Applicable Margin; and (b) SNC must pay directly to any Swingline Lender (other than with the Swingline Lender who is the US Agent), for its sole accountthe account of each US Lender under the Revolver Facility, a standby fee Standby Fee from and after the date of this Agreement payable in US Dollars quarterly in arrears on the unused fifth Business Day of the first month following the end of each fiscal quarter of WFT, and on the Revolver Maturity Date, calculated on a daily basis on the difference between the US Lender Revolver Commitment of such Lender and the aggregate Principal Outstanding under the Revolver Facility owed to such Lender from the Borrowers, at the applicable rate per annum set forth under the heading “Standby Fees” in the definition of Applicable Margin, and, for the purposes of the foregoing calculations, Principal Outstanding in Canadian Dollars on each day during the fiscal quarter shall be converted into the Equivalent Amount in US Dollars by applying the monthly average Bank of Canada rate posted on the last Business Day of the applicable month during such fiscal quarter. Payment of a Standby Fee on the unutilized portion of its Swingline Availability (expressed in Dollars);the: (c) The standby fee under the Revolving Facility WFT Swingline Commitment will be calculated daily at an annual the applicable rate equal described above and be paid by WFT to the Applicable Rate and any such fee accrued in any quarter will be payable WFT Swingline Lender quarterly in arrears no later than on the 30th day fifth Business Day of the first month following quarter. For greater certainty, the Commitment end of any Lender who is a Swingline Lender (other than the Swingline Lender who is the Agent) will be calculated as provided in Section 2.10 for purposes each fiscal quarter of the pro rata referred to in Section 7.5(a);WFT; and (d) SNC must pay WFUS Swingline Commitment will be calculated at the applicable rate described above and be paid by WFUS to the Agent for distribution to the Lenders pro rata to their Commitments under the Term Facility a standby fee WFUS Swingline Lender quarterly in arrears on the amount of the Term Facility for the period commencing on June 19, 2017 and ending on the earlier of the date fifth Business Day of the first Borrowing under month following the Term Facility and the date the Term Facility has terminated. Such fee will be calculated daily at an annual rate equal to 20 bps and will be payable on the last day end of such period. However, no such fee will be payable if the Term Facility has terminated prior to June 19, 2017 or if the first Borrowing under the Term Facility has occurred prior to such dateeach fiscal quarter of WFT.

Standby Fees. (a) SNC must The Borrower shall pay a Standby Fee in Canadian Dollars to the Administration Agent, for distribution to the Lenders pro rata account of the Lenders, in relation to their Commitments under the Revolving Facilityrespective Operating Facility Commitments, a standby fee based on the unused portion (expressed in Dollars) of the Revolving Facility. For purposes of the calculation of such unused portion, any Swingline Availability (other than with the Swingline Lender who is the Agent) will be deemed to be fully used; (b) SNC must pay directly to any Swingline Lender (other than with the Swingline Lender who is the Agent), for its sole account, a standby fee on the unused portion of its Swingline Availability (expressed in Dollars); (c) The standby fee under the Revolving Facility will be calculated daily at an annual rate equal to the Applicable Rate and any such fee accrued in any quarter will be payable in arrears no later than the 30th day of the following quarter. For greater certainty, the Commitment of any Lender who is a Swingline Lender (other than the Swingline Lender who is the Agent) will be calculated as provided in Section 2.10 for purposes of the pro rata referred to in Section 7.5(a); (d) SNC must pay to the Agent for distribution to the Lenders pro rata to their Commitments under the Term Facility a standby fee on the undrawn amount of the Term Operating Facility for during the period commencing on June 19, 2017 and ending on the earlier of the date of the first Borrowing under the Term Facility and the date the Term Facility has terminatedAvailability Period. Such fee will be calculated daily at an annual rate equal to 20 bps and the sum of the products for each day during the Availability Period of (a) the amount by which the Total Operating Commitment exceeds the daily aggregate Outstanding Amount of all Advances under the Operating Facility at the end of the day multiplied by (b) the Applicable Margin shown under the heading “Standby Fees” in respect of the Operating Facility in Schedule A, divided by 365. The Borrower shall pay the foregoing Standby Fees quarterly in arrears on the third Business Day following notification by the Administration Agent to the Borrower of the amount of the Standby Fees payable for the preceding calendar quarter (or portion thereof following the date as of which this Agreement is made). The final payment of each of the foregoing Standby Fees will be payable made on the last day third Business Day following notification by the Administration Agent to the Borrower of such periodthe amount of the Standby Fees payable for the calendar quarter (or portion thereof) preceding the Maturity Date or any earlier date of termination of the Total Operating Commitment. (b) The Borrower shall pay a Standby Fee in Canadian Dollars to the Swing Line Lender for its own account based on the undrawn amount of the Swing Line Facility during the Availability Period. However, no such Such fee will be payable if equal to the Term Facility has terminated prior to June 19, 2017 or if sum of the first Borrowing products for each day during the Availability Period of (a) the amount by which the Swing Line Commitment exceeds the daily aggregate Outstanding Amount of all Advances under the Term Swing Line Facility has occurred prior at the end of the day multiplied by (b) the Applicable Margin shown under the heading “Standby Fees” in respect of the Swing Line Facility in Schedule A, divided by 365. The Borrower shall pay the foregoing Standby Fees quarterly in arrears on the third Business Day following notification by the Swing Line Lender to such datethe Borrower of the amount of the Standby Fees payable for the preceding calendar quarter (or portion thereof following the date as of which this Agreement is made). The final payment of each of the foregoing Standby Fees will be made on the third Business Day following notification by the Swing Line Lender to the Borrower of the amount of the Standby Fees payable for the calendar quarter (or portion thereof) preceding the Maturity Date or any earlier date of termination of the Swing Line Commitment.