CANADIAN COMMITMENTS; AND PROVIDED, FURTHER, THAT THE TOTAL
OUTSTANDINGS SHALL NOT AT ANY TIME EXCEED THE TOTAL COMMITMENTS.
SUCH BORROWING
WILL THEN BE MADE AVAILABLE TO THE CANADIAN BORROWER BY THE CANADIAN AGENT
TRANSFERRING TO THE ACCOUNT OF THE CANADIAN BORROWER SPECIFIED BY THE CANADIAN
BORROWER THE AGGREGATE OF THE AMOUNTS MADE AVAILABLE TO THE CANADIAN AGENT BY
THE CANADIAN LENDERS AND IN LIKE FUNDS AS RECEIVED BY THE CANADIAN AGENT.
(C)
THE CANADIAN AGENT SHALL OPEN AND MAINTAIN
ON ITS BOOKS AT ITS TORONTO MAIN BRANCH, ACCOUNTS AND RECORDS EVIDENCING THE
CANADIAN LOANS MADE AVAILABLE TO THE CANADIAN BORROWER BY THE CANADIAN LENDERS
UNDER THIS AGREEMENT.
THE CANADIAN AGENT SHALL RECORD THEREIN THE AMOUNT OF
SUCH CANADIAN LOANS, EACH PAYMENT OF PRINCIPAL AND INTEREST MADE THEREON, THE
BANKERS' ACCEPTANCES AND B/A EQUIVALENT LOANS ACCEPTED, PAID AND CANCELLED BY
THE CANADIAN BORROWER HEREUNDER, THE CANADIAN LETTERS OF CREDIT OUTSTANDING,
PAID OR EXPIRED AND ALL OTHER AMOUNTS BECOMING DUE TO THE CANADIAN LENDERS UNDER
THIS AGREEMENT, INCLUDING ACCEPTANCE FEES, COMMITMENT FEES, ADMINISTRATION FEES
AND LETTERS OF CREDIT FEES, AND ALL PAYMENTS ON ACCOUNT THEREOF.
SUCH ACCOUNTS
AND RECORDS MAINTAINED BY THE CANADIAN LENDERS WILL CONSTITUTE, IN THE ABSENCE
OF MANIFEST ERROR, PRIMA FACIE EVIDENCE OF THE INDEBTEDNESS OF THE CANADIAN
BORROWER TO THE CANADIAN LENDERS PURSUANT TO THIS AGREEMENT, THE DATE THE
CANADIAN LENDERS MADE EACH CANADIAN EXTENSION OF CREDIT AVAILABLE TO THE
CANADIAN BORROWER AND THE AMOUNTS THE CANADIAN BORROWER HAS PAID FROM TIME TO
TIME ON ACCOUNT THEREOF.
2.5
U.S. SWINGLINE COMMITMENT; PROCEDURE FOR
U.S. SWINGLINE BORROWING; REFUNDING OF U.S. SWINGLINE LOANS.
(A)
SUBJECT TO THE TERMS AND CONDITIONS HEREOF,
THE U.S. SWINGLINE LENDER AGREES TO MAKE A PORTION OF THE CREDIT OTHERWISE
AVAILABLE TO THE PARENT BORROWER UNDER THE U.S. REVOLVING COMMITMENTS FROM TIME
TO TIME DURING THE U.S. REVOLVING COMMITMENT PERIOD BY MAKING SWING LINE LOANS
("U.S. SWINGLINE LOANS") TO THE PARENT BORROWER; PROVIDED THAT (I) THE AGGREGATE
PRINCIPAL AMOUNT OF U.S. SWINGLINE LOANS OUTSTANDING AT ANY TIME SHALL NOT
EXCEED THE U.S. SWINGLINE COMMITMENT THEN IN EFFECT (NOTWITHSTANDING THAT THE
U.S. SWINGLINE LOANS OUTSTANDING AT ANY TIME, WHEN AGGREGATED WITH THE U.S.
SWINGLINE LENDER'S OUTSTANDING U.S. REVOLVING LOANS, MAY EXCEED THE U.S.
SWINGLINE COMMITMENT THEN IN EFFECT) AND (II) THE PARENT BORROWER SHALL NOT
REQUEST, AND THE U.S. SWINGLINE LENDER SHALL NOT MAKE, ANY U.S. SWINGLINE LOAN
IF, AFTER GIVING EFFECT TO THE MAKING OF SUCH U.S. SWINGLINE LOAN, THE AGGREGATE
AMOUNT OF THE AVAILABLE U.S. REVOLVING COMMITMENTS WOULD BE LESS THAN ZERO.
DURING THE U.S. REVOLVING COMMITMENT PERIOD, THE PARENT BORROWER MAY USE THE
U.S. SWINGLINE COMMITMENT BY BORROWING, REPAYING AND REBORROWING, ALL IN
ACCORDANCE WITH THE TERMS AND CONDITIONS HEREOF.
U.S. SWINGLINE LOANS SHALL BE
ABR LOANS ONLY.
(B)
THE PARENT BORROWER SHALL REPAY TO THE U.S.
SWINGLINE LENDER THE THEN UNPAID PRINCIPAL AMOUNT OF EACH U.S. SWINGLINE LOAN ON
THE REVOLVING CREDIT TERMINATION DATE.
(C)
WHENEVER THE PARENT BORROWER DESIRES THAT
THE U.S. SWINGLINE LENDER MAKE A U.S. SWINGLINE LOAN IT SHALL GIVE