Agents in and to
the Collateral and shall constitute Obligations hereunder. All US Protective
Advances shall be ABR Borrowings. The US Administrative Agent's authorization to
make US Protective Advances may be revoked at any time by the Required US
Lenders. Any such revocation must be in writing and shall become effective
prospectively upon the US Administrative Agent's receipt thereof. At any time
that there is sufficient Availability and the conditions precedent set forth in
Section 4.02 have been satisfied, the US Administrative Agent may request the US
Lenders to make a US Revolving Loan to repay a US Protective Advance. At any
other time the US Administrative Agent may require the US Lenders to fund their
risk participations described in Section 2.05(e).
(B)
SUBJECT TO THE LIMITATIONS SET FORTH BELOW, THE CANADIAN
ADMINISTRATIVE AGENT IS AUTHORIZED BY THE CANADIAN BORROWER AND THE CANADIAN
LENDERS, FROM TIME TO TIME IN THE CANADIAN ADMINISTRATIVE AGENT'S SOLE
DISCRETION (BUT SHALL HAVE ABSOLUTELY NO OBLIGATION TO), TO MAKE CANADIAN
REVOLVING LOANS DENOMINATED IN CANADIAN DOLLARS TO THE CANADIAN BORROWER, ON
BEHALF OF ALL CANADIAN LENDERS, WHICH THE CANADIAN ADMINISTRATIVE AGENT, IN ITS
PERMITTED DISCRETION, DEEMS NECESSARY OR DESIRABLE (I) TO PRESERVE OR PROTECT
THE COLLATERAL, OR ANY PORTION THEREOF, (II) TO ENHANCE THE LIKELIHOOD OF, OR
MAXIMIZE THE AMOUNT OF, REPAYMENT OF THE LOANS AND OTHER OBLIGATIONS, OR
(III) TO PAY ANY OTHER AMOUNT CHARGEABLE TO OR REQUIRED TO BE PAID BY THE
CANADIAN BORROWER PURSUANT TO THE TERMS OF THIS AGREEMENT, INCLUDING PAYMENTS OF
REIMBURSABLE EXPENSES (INCLUDING COSTS, FEES, AND EXPENSES AS DESCRIBED IN
SECTION 9.03) AND OTHER SUMS PAYABLE UNDER THE LOAN DOCUMENTS (ANY OF SUCH LOANS
ARE HEREIN REFERRED TO AS "CANADIAN PROTECTIVE ADVANCES"); PROVIDED THAT, THE
AGGREGATE AMOUNT OF CANADIAN PROTECTIVE ADVANCES OUTSTANDING AT THE TIME ANY
SUCH PROTECTIVE ADVANCE IS MADE SHALL NOT EXCEED US$1,750,000 (OR THE EQUIVALENT
THEREOF); PROVIDED, FURTHER, THAT, AFTER GIVING EFFECT THERETO, THE AGGREGATE
CANADIAN CREDIT EXPOSURE SHALL NOT EXCEED THE AGGREGATE CANADIAN COMMITMENTS.
CANADIAN PROTECTIVE ADVANCES MAY BE MADE EVEN IF THE CONDITIONS PRECEDENT SET
FORTH IN SECTION 4.02 HAVE NOT BEEN SATISFIED.
CANADIAN PROTECTIVE ADVANCES
SHALL BE SECURED BY THE LIENS IN FAVOR OF THE ADMINISTRATIVE AGENTS IN AND TO
THE COLLATERAL AND SHALL CONSTITUTE OBLIGATIONS HEREUNDER. ALL CANADIAN
PROTECTIVE ADVANCES SHALL BE CANADIAN PRIME RATE BORROWINGS. THE CANADIAN
ADMINISTRATIVE AGENT'S AUTHORIZATION TO MAKE CANADIAN PROTECTIVE ADVANCES MAY BE
REVOKED AT ANY TIME BY THE REQUIRED CANADIAN LENDERS. ANY SUCH REVOCATION MUST
BE IN WRITING AND SHALL BECOME EFFECTIVE PROSPECTIVELY UPON THE CANADIAN
ADMINISTRATIVE AGENT'S RECEIPT THEREOF. AT ANY TIME THAT THERE IS SUFFICIENT
AVAILABILITY AND THE CONDITIONS PRECEDENT SET FORTH IN SECTION 4.02 HAVE BEEN
SATISFIED, THE CANADIAN ADMINISTRATIVE AGENT MAY REQUEST THE CANADIAN LENDERS TO
MAKE A CANADIAN REVOLVING LOAN TO REPAY A CANADIAN PROTECTIVE ADVANCE. AT ANY
OTHER TIME THE CANADIAN ADMINISTRATIVE AGENT MAY REQUIRE THE CANADIAN LENDERS TO
FUND THEIR RISK PARTICIPATIONS DESCRIBED IN SECTION 2.05(E).
(C)
ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY NOTWITHSTANDING,
AT THE REQUEST