If the Committee determines that a Participant or Beneficiary entitled to receive a payment under this Plan is (at the time such payment is to be made) a minor or physically, mentally or legally incompetent to receive such payment and that another person or an institution has legal custody of such minor or incompetent individual, the Committee may cause payment to be made to such person or institution having custody of such Participant or Beneficiary. Such payment, to the extent made, shall operate as a complete discharge of obligation by the Committee, the Company, the Trustee and the Trust.

Facility of Payment. If the Company judges any recipient of benefits, in its sole discretion, to be legally incapable of personally receiving and giving a valid receipt for any

Facility of Payment. If a distribution is to be made to a minor, or to a person who is otherwise incompetent, then the Administrator may make such distribution: # to the legal guardian, or if none, to a parent of a minor payee with whom the payee maintains his or her residence; or # to the conservator or administrator or, if none, to the person having custody of an incompetent payee. Any such distribution shall fully discharge the Employer and the Administrator from further liability on account thereof.

Facility of Payment. In the case of the legal disability, including minority, of an individual entitled to receive a Payment under the Plan, the Payment shall be made, if the Administrator is advised of the existence of such condition:

Whenever, in the Company’s opinion, a person entitled to receive any distribution of a Benefit or installment thereof is under a legal disability or is physically or mentally incapacitated in any way so as to be unable to manage his financial affairs, the Company may direct the Trustee to make distribution to such person or to his legal representative or to a relative or friend of such person for his benefit; or the Company may direct the Trustee to apply the payment for the benefit of such person in such manner as the Company considers advisable.

Facility. ​ is willing to consider, in its sole discretion and within limits which may be authorized for purchase by ​ Parties from time to time, the purchase of Shelf [[holders of the Notes:Organization]] pursuant to this Agreement. The willingness of ​ to consider such purchase of Shelf [[holders of the Notes:Organization]] is herein called the “Facility.” At any time, subject to the additional limitations in Section 2(b), the aggregate principal amount of Shelf [[holders of the Notes:Organization]] stated in Section 1, minus the aggregate principal amount of Shelf [[holders of the Notes:Organization]] purchased and sold pursuant to this Agreement prior to such time, minus the aggregate principal amount of Accepted [[holders of the Notes:Organization]] (as hereinafter defined) which have not yet been purchased and sold hereunder prior to such time, is herein called the “Available Facility Amount” at such time. NOTWITHSTANDING THE WILLINGNESS OF ​ TO CONSIDER PURCHASES OF SHELF [[holders of the Notes:Organization]] BY ​ PARTIES, THIS AGREEMENT IS ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT NEITHER ​ NOR ANY ​ PARTY SHALL BE OBLIGATED TO MAKE OR ACCEPT OFFERS TO PURCHASE SHELF [[holders of the Notes:Organization]], OR TO QUOTE RATES, SPREADS OR OTHER TERMS WITH RESPECT TO SPECIFIC PURCHASES OF SHELF [[holders of the Notes:Organization]], AND THE FACILITY SHALL IN NO WAY BE CONSTRUED AS A COMMITMENT BY ​ OR ANY ​ PARTY.

Facility of Distribution and Payment. Whenever, in the Committee’s opinion, a person entitled to receive any distribution or payment under the Plan is under a legal disability or is so incapacitated as to be unable to manage financial affairs, the Committee may make a distribution or payment to such person or the person’s legal representative or to a relative of such person in such manner as the Committee considers appropriate. Any distribution or payment of a benefit in accordance with the provisions of this Section 6.5 shall be a complete discharge of any liability for the making of such distribution or payment under the provisions of the Plan.

Total Facility. Subject to all of the terms and conditions of this Agreement, Lenders severally agree to make available a total credit facility of up to the Total Credit Facility for Borrowers’ use from time to time during the term of this Agreement. The Total Credit Facility shall be composed of a revolving line of credit consisting of Revolving Loans and Letters of Credit up to the Availability, as described in Section 2.2.

Facility Fees. The Company shall pay to the Administrative Agent for the account of each Bank a facility fee in Dollars on such Bank’s Credit Exposure, computed on a quarterly basis in arrears on the last Business Day of each calendar quarter, at a rate per annum equal to the applicable Facility Fee Rate set forth in the Pricing Schedule. Such facility fee shall accrue from the Closing Date to the Revolving Termination Date and shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter commencing on June 30, 2021 through the Revolving Termination Date, with the final payment to be made on the Revolving Termination Date; provided that, in connection with any reduction or termination of the Credit Exposures pursuant to Section ‎2.05 or ‎2.06, the accrued facility fee calculated for the period ending on such date shall also be paid on the date of such reduction or termination, with the next succeeding quarterly payment, if any, being calculated on the basis of the period from the reduction date to such quarterly payment date. The facility fees provided in this subsection shall accrue at all times after the above-mentioned commencement date, including at any time during which one or more conditions in ‎[Article 4] are not met.

Facility Fee. A one-time, non-refundable fee of 4.5% shall be earned when this Agreement has been executed and the funds have been wired to the account of ​/[Companies:Organization] Research Canada, Inc.

Facility Fee. [Section 9.1] is amended to read in its entirety as follows:

Facility Fee. The Seller agrees to pay to the Agent (for Pro Rata distribution to the Buyers) monthly, in arrears, a facility fee (the “Facility Fee”) in an amount equal to the sum of one quarter of one percent (0.25%) per annum of the Maximum Aggregate Commitment, as in effect from time to time, for the period from the date of the First Amendment hereto to the Termination Date, computed for each calendar month or portion thereof from the date of the First Amendment hereto to the Termination Date. The Facility Fee shall be payable monthly in arrears and shall be due and payable no later than the ninth (9th) day of each month (or if such day is not a Business Day, on the first Business Day thereafter). The Facility Fee is compensation to the Buyers for committing to make funds available for revolving purchases of Eligible Loans on the terms and subject to the conditions of this Agreement, and are not compensation for the use or forbearance or detention of money. Each calculation by the Agent of the amount of the Facility Fee shall be conclusive and binding absent manifest error.

Unused Facility Fee. The Borrowers, jointly and severally, agree to pay to the Administrative Agent, for the ratable account of each Lender, an unused facility fee (the "Unused Facility Fee"), which shall accrue at a rate per annum equal to # the Applicable Margin, multiplied by # the average daily unused portion of the Revolving Commitments (calculated by subtracting the sum of the average daily outstanding balance of all Loans and L/C Obligations from ​). The Unused Facility Fee shall be computed and be payable in arrears on the first day of each April, July, October and January of each year, each date on which the Revolving Commitments are permanently reduced and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the Agreement Date, provided that all unpaid Unused Facility Fees shall be payable on the date on which the Revolving Commitments terminate and provided further that Unused Facility Fees which accrue after the Revolving Commitments terminate shall be payable on demand. All Unused Facility Fees shall be computed on the basis of a year of a year of 365 days (or 366 days in a leap year) and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Incremental Facility Request. The Borrowers may, by written notice to the Administrative Agent on up to four occasions on or after the Effective Date (but not at any time after an election to extend the Scheduled Revolving Loan Maturity Date pursuant to [Section 3.5(b)]), elect to request # an increase to the existing Revolving Loan Commitments (any such increase, the “New Revolving Loan Commitments”) and/or # the establishment of one or more new term loan commitments (the “New Term Loan Commitments”, and together with the New Revolving Loan Commitments, the “Incremental Commitments”), by an aggregate amount of $400,000,000 that would result in the sum of all Revolving Loan Commitments (both existing Revolving Loan Commitments and New Revolving Loan Commitments) plus all New Term Loan Commitments, if any, not exceeding $1,000,000,000 in the aggregate (each such amount in addition to the Revolving Loan Commitments as of the Effective Date, a “Facility Increase” and the maximum aggregate increase, the “Maximum Increase Amount”) and not less than $25,000,000 per request (or such lesser amount which shall be approved by Administrative Agent or such lesser amount that shall constitute the difference between the Maximum Increase Amount and the sum of all such New Revolving Loan Commitments plus New Term Loan Commitments obtained prior to such date), and integral multiples of $1,000,000 in excess of that amount. Each such notice shall specify # the date (each, an “Increased Amount Date”) on which the Borrowers propose that the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Business Days, nor more than 30 Business Days after the date on which such notice is delivered to the Administrative Agent and # the identity of each [[Organization A:Organization]] or other Person that is an Eligible Assignee (each [[Organization A:Organization]] or other Eligible Assignee who agrees to provide all or a portion of the New Revolving Loan Commitments being referred to herein as a “New Revolving Loan [[Organization A:Organization]]” and each [[Organization A:Organization]] or other Eligible Assignee who agrees to provide all or portion of the New Term Loan Commitments being referred to herein as a “New Term Loan [[Organization A:Organization]]”, as applicable) to whom the Borrowers propose any portion of such New Revolving Loan Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations; provided that any [[Organization A:Organization]] or other Eligible Assignee approached to provide all or a portion of the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, may elect or decline, in its sole discretion, to provide a New Revolving Loan

Existing Credit Facility. Prior to, or substantially concurrently with the making of the Original Tranche B Loans, all amounts outstanding under the Existing Credit Facility shall have been repaid in full and the commitments thereunder shall have been terminated and all Liens securing such Debt shall have been terminated, on terms and conditions reasonably satisfactory to the Administrative Agent and the Arranger.

Existing Credit Facility. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, for purposes of this Agreement and the other Loan Documents (other than Section 3.01(i) hereof), the Existing Credit Facility (and all Liens and Guarantees relating thereto) shall be deemed to have been discharged and terminated on the Closing Date, and no Default or Event of Default shall occur on account of the Existing Credit Facility, it being understood that nothing in this Section 10.21 shall affect the condition precedent set forth in Section 3.01(i).

Facility of Payments. If the Committee determines that any person entitled to payment under the Plan is physically or mentally incompetent to receive such payment, the Committee shall direct the payment to the legal guardian or other personal representative of such person for the use and benefit of such person. If the Committee for any reason is unable to determine with reasonable certainty the proper person to pay pursuant to the immediately preceding sentence, the Committee may direct that any amounts due hereunder be paid into a court of competent jurisdiction in an interpleader proceeding for purposes of being directed by such court as to the proper disposition of such amounts. Any such payment shall be a full and complete discharge of any liability or obligation under the Plan.

Domestic Facility Fee. [[Organization A:Organization]] shall pay the Domestic Facility Fee to [[Organization B:Organization]] on the date of this Agreement and each anniversary thereof.

EXIM Facility Fee. [[Organization A:Organization]] shall pay the EXIM Facility Fee to [[Organization B:Organization]] on the date of this Agreement and each anniversary thereof.