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 ​/​ Research Canada, Inc.