Common use of Manner of Borrowing and Payment Clause in Contracts

Manner of Borrowing and Payment. (a) Each borrowing of Revolving Advances shall be advanced according to the applicable Commitment Percentages of Lenders. The Term Loans shall be advanced according to the Commitment Percentage of Lenders. (b) Each payment (including each prepayment) by Borrowers on account of the principal of and interest on the Revolving Advances, shall be applied to the Revolving Advances pro rata according to the applicable Commitment Percentages of Lenders. Each payment (including any prepayment) by Borrowers on account of the principal of and interest on the Term Note, shall be made from or to, or applied to that portion of the Term Loan evidenced by the Term Note pro rata according to the Commitment Percentages of Lenders. Except as expressly provided herein, all payments (including prepayments) to be made by Borrowers on account of principal, interest and fees shall be made without set off or counterclaim and shall be made to Agent on behalf of the Lenders to the Payment Office, in each case on or prior to 1:00 P.M., New York time, in Dollars and in immediately available funds.” (h) Section 2.22 is amended by deleting the word “and” in front of clause (H) and by adding the following phrase before the period at the end of clause (H): “and (I) the Borrowers shall be liable to such replaced Lender under Section 2.2 and 2.23(b) if any Eurodollar Rate Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto.” (i) A new Section 2.23 is added to read as follows:

Manner of Borrowing and Payment. (a) Each borrowing of Revolving Advances shall be advanced according to the applicable Commitment Percentages of Lenders. The Term Loans shall be advanced according to the Commitment Percentage of Lenders. (b) Each payment (including each prepayment) by Borrowers the Borrower on account of the principal of and interest on the Revolving Advances, shall be applied to the Revolving Advances pro rata according to the applicable Commitment Percentages of Facility Lenders. Each payment (including any each prepayment) by Borrowers the Borrower on account of the principal of and interest on the Term Equipment Note, shall be made from or to, or applied to that portion of the Term Equipment Loan evidenced by the Term Equipment Note pro rata according to the applicable Commitment Percentages of Facility Lenders. Except as expressly provided herein, all Each payment (including each prepayment) by the Borrower on account of the principal of and interest on Term Note A shall be applied to that portion of Term Loan A evidenced by Term Note A pro rata according to the applicable Commitment Percentages of Facility Lenders. Each payment (including each prepayment) by the Borrower on account of principal of and interest on Term Note B shall be applied to that portion of Term Loan B evidenced by Term Note B pro rata according to the applicable Commitment Percentages of Term Loan B Lenders. All payments (including prepayments) to be made by Borrowers the Borrower on account of principal, interest and fees shall be made without set off or counterclaim and except as provided herein. All such payments shall be made to the Administrative Agent on behalf of the Lenders to at the Payment Office, in each case on or prior to 1:00 P.M., New York time, in Dollars and in immediately available funds.” (h) Section 2.22 is amended by deleting the word “and” in front of clause (H) and by adding the following phrase before the period at the end of clause (H): “and (I) the Borrowers shall be liable to such replaced Lender under Section 2.2 and 2.23(b) if any Eurodollar Rate Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto.” (i) A new Section 2.23 is added to read as follows:

Manner of Borrowing and Payment. (a) Each borrowing of Revolving Advances shall be advanced according to the applicable Commitment Percentages of Lenders. The Term Loans shall be advanced according to the Commitment Percentage of Lenders. (b) Each payment (including each prepayment) by Borrowers any Borrower on account of the principal of and interest on the Revolving Advances, shall be applied to the Revolving Advances of the relevant Borrowing Group pro rata according to the applicable Commitment Percentages of Lenders. Each payment (including any prepayment) by Borrowers on account of the principal of and interest on the Term Note, shall be made from or to, or applied to that portion of the Term Loan evidenced by the Term Note pro rata according to the Commitment Percentages of Lenders. Except as expressly provided herein, all payments (including prepayments) to be made by Borrowers any Borrower on account of principal, interest and fees shall be made without set off or counterclaim and shall be made to Agent on behalf of the Lenders to the Payment Office, in each case on or prior to 1:00 P.M., New York time, 12:00 p.m. in Dollars and in immediately available funds.” ; except that all payments (hincluding prepayments) Section 2.22 to be made by the Canadian Borrower on account of principal, interest and fees shall be made to the Agent on behalf of the Lenders to the Canadian Payment Office, in each case on or prior to 12:00 p.m. in Dollars (or, in the case of a payment on account of principal and interest in respect of Canadian Advances, in the currency in which the Canadian Advance is amended by deleting the word “and” in front of clause (Hdenominated) and by adding the following phrase before the period at the end of clause (H): “and (I) the Borrowers shall be liable to such replaced Lender under Section 2.2 and 2.23(b) if any Eurodollar Rate Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating theretoin immediately available funds.” (i) A new Section 2.23 is added Notwithstanding anything to read the contrary contained in Sections 2.20(a) and (b) hereof, commencing with the first Business Day following the Closing Date, each borrowing of Revolving Advances shall be advanced by Agent and each payment by any Borrower on account of Revolving Advances shall be applied first to those Revolving Advances advanced by Agent. On or before 12:00 p.m. on each Settlement Date commencing with the first Settlement Date following the Closing Date, Agent and Lenders shall make certain payments as follows:: (I) if the aggregate amount of new Revolving Advances made by Agent during the preceding Week (if any) exceeds the aggregate amount of repayments applied to outstanding Revolving Advances during such preceding Week, then each Lender shall provide Agent with funds in an amount equal to its applicable Commitment Percentage of the difference between (w) such Revolving Advances and (x) such repayments and (II) if the aggregate amount of repayments applied to outstanding Revolving Advances during such Week exceeds the aggregate amount of new Revolving Advances made during such Week, then Agent shall provide each Lender with funds in an amount equal to its applicable Commitment Percentage of the difference between (y) such repayments and (z) such Revolving Advances. (ii) Each Lender shall be entitled to earn interest at the applicable Revolving Interest Rate on outstanding Advances which it has funded. (iii) Promptly following each Settlement Date, Agent shall submit to each Lender a certificate with respect to payments received and Advances made during the Week immediately preceding such Settlement Date. Such certificate of Agent shall be conclusive in the absence of manifest error. (d) If any Lender or Participant (a “benefited Lender”) shall at any time receive any payment of all or part of its Advances, or interest thereon, or receive any Collateral in respect thereof (whether voluntarily or involuntarily or by set-off) in a greater proportion than any such payment to and Collateral received by any other Lender, if any, in respect of such other Lender’s Advances, or interest thereon, and such greater proportionate payment or receipt of Collateral is not expressly permitted hereunder, such benefited Lender shall purchase for cash from the other Lenders a participation in such portion of each such other Lender’s Advances, or shall provide such other Lender with the benefits of any such Collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such Collateral or proceeds ratably with each of the other Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Each Lender so purchasing a portion of another Lender’s Advances may exercise all rights of payment (including rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion. (e) Unless Agent shall have been notified by telephone, confirmed in writing, by any Lender that such Lender will not make the amount which would constitute its applicable Commitment Percentage of the Advances available to Agent, Agent may (but shall not be obligated to) assume that such Lender shall make such amount available to Agent on the next Settlement Date and, in reliance upon such assumption, make available to Borrowers a corresponding amount. Agent will promptly notify Borrowing Agent of its receipt of any such notice from a Lender. If such amount is made available to Agent on a date after such next Settlement Date, such Lender shall pay to Agent on demand an amount equal to the product of (i) the one month CDOR Rate for Advances in Canadian Dollars (computed on the basis of a year of 365 days (or 366 days, as applicable) or the daily average Federal Funds Effective Rate (computed on the basis of a year of 360 days) for Advances in Dollars during such period as quoted by Agent, times (ii) such amount, times (iii) the number of days from and including such Settlement Date to the date on which such amount becomes immediately available to Agent. A certificate of Agent submitted to any Lender with respect to any amounts owing under this paragraph (e) shall be conclusive, in the absence of manifest error. If such amount is not in fact made available to Agent by such Lender within three (3) Business Days after such Settlement Date, Agent shall be entitled to recover such an amount, with interest thereon at the rate per annum then applicable to such Revolving Advances hereunder, on demand from Borrowers; provided, however, that Agent’s right to such recovery shall not prejudice or otherwise adversely affect Borrowers’ rights (if any) against such Lender.

Manner of Borrowing and Payment. (a) Each borrowing of Revolving Advances shall be advanced according to the applicable Commitment Percentages of Lenders. The Term Loans shall be advanced according to the Commitment Percentage Percentages of Lenders. (b) Each payment (including each prepayment) by Borrowers on account of the principal of and interest on the Revolving Advances, shall be applied to the Revolving Advances pro rata according to the applicable Commitment Percentages of Lenders. Each payment (including any each prepayment) by Borrowers on account of the principal of and interest on the Term NoteNotes, shall be made from or to, or applied applied, ratably, to that portion of the each Term Loan evidenced by the applicable Term Note pro rata according to the Commitment Percentages of Lenders. Except as expressly provided herein, all payments (including prepayments) to be made by Borrowers on account of principal, interest and fees shall be made without set off or counterclaim and shall be made to Funding Agent on behalf of the Lenders to the Payment Office, in each case on or prior to 1:00 P.M., New York P.M. (eastern time, ) in Dollars and in immediately available funds.” (h) Section 2.22 is amended by deleting the word “and” in front of clause (H) and by adding the following phrase before the period at the end of clause (H): “and (I) the Borrowers shall be liable to such replaced Lender under Section 2.2 and 2.23(b) if any Eurodollar Rate Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto.” (i) A new Section 2.23 is added Notwithstanding anything to read as follows:the contrary contained in Sections 2.10(a) and (b) hereof, commencing with the first Business Day following the Closing Date, each borrowing of Revolving Advances shall be advanced by Funding Agent and each payment by Borrowers on account of Revolving Advances shall be applied first to those Revolving Advances

Manner of Borrowing and Payment. (a) Each borrowing of Revolving Advances shall be advanced according to the applicable Commitment Percentages Ratable Shares of Revolving Credit Lenders. The Term Loans Loan shall be advanced on the Closing Date according to the respective Term Loan Commitment Percentage Percentages of LendersTerm Loan Lenders on the Closing Date. (b) Each payment (including each prepayment) by Borrowers Borrower on account of the principal of and interest on the Revolving Advances, Advances shall be applied to the Revolving Advances pro rata according to the applicable Commitment Percentages respective Ratable Shares of the Revolving Credit Lenders. Each payment (including any each prepayment) by Borrowers Borrower on account of the principal of and interest on the Term Note, Loan shall be made from or to, or applied to that portion of the Term Loan evidenced by the Term Note pro rata according to the respective Term Loan Commitment Percentages of the Term Loan Lenders. Except as expressly provided herein, all payments (including prepayments) to be made by Borrowers Borrower on account of principal, interest and fees shall be made without set off or counterclaim and shall be made to Agent on behalf of the Lenders to the Payment Office, in each case on or prior to 1:00 P.M.p.m., New York time, in Dollars and in immediately available funds.” (h) Section 2.22 is amended by deleting the word “and” in front of clause (H) and by adding the following phrase before the period at the end of clause (H): “and (I) the Borrowers shall be liable to such replaced Lender under Section 2.2 and 2.23(b) if any Eurodollar Rate Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto.” (i) A new Section 2.23 is added to read as follows: