made, the US Borrower shall repay all Swingline Loans
then outstanding and (iv) to the US Administrative Agent the then unpaid
principal amount of each US Overadvance on the earlier of the Maturity Date and
the 30th day after such US Overadvance is made.
(B)
THE CANADIAN BORROWER HEREBY UNCONDITIONALLY PROMISES TO PAY
(I) TO THE CANADIAN ADMINISTRATIVE AGENT FOR THE ACCOUNT OF EACH CANADIAN LENDER
THE THEN UNPAID PRINCIPAL AMOUNT OF EACH US$ CANADIAN REVOLVING LOAN, C$
CANADIAN REVOLVING LOAN AND ACCEPTANCE EQUIVALENT LOAN ON THE MATURITY DATE,
(II) TO THE CANADIAN ADMINISTRATIVE AGENT THE THEN UNPAID AMOUNT OF EACH
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CANADIAN PROTECTIVE ADVANCE ON THE EARLIER OF THE MATURITY DATE AND DEMAND BY
THE CANADIAN ADMINISTRATIVE AGENT AND (III) TO THE CANADIAN ADMINISTRATIVE AGENT
THE THEN UNPAID PRINCIPAL AMOUNT OF EACH CANADIAN OVERADVANCE ON THE EARLIER OF
THE MATURITY DATE AND THE 30TH DAY AFTER SUCH CANADIAN OVERADVANCE IS MADE.
(C)
EACH BORROWER SHALL, JOINTLY AND SEVERALLY, BE OBLIGATED IN
RESPECT OF THE AGGREGATE PRINCIPAL AMOUNT OF ALL LOANS AND OTHER SECURED
OBLIGATIONS, AND THE AGGREGATE AMOUNT OF CREDIT AVAILABLE HEREUNDER TO EITHER
BORROWER AT ANY TIME SHALL BE DETERMINED BY TAKING INTO ACCOUNT ALL OUTSTANDING
CREDIT EXPOSURES, REGARDLESS OF WHICH BORROWER MAY HAVE RECEIVED THE PROCEEDS OF
ANY LOANS OR THE BENEFIT OF ANY LETTERS OF CREDIT.
(D)
AT ALL TIMES THAT FULL CASH DOMINION IS IN EFFECT PURSUANT TO
SECTION 5.12, ON EACH BUSINESS DAY, AT OR BEFORE 2:00 P.M., NEW YORK CITY TIME,
THE
RELEVANT ADMINISTRATIVE AGENT SHALL APPLY ALL IMMEDIATELY AVAILABLE FUNDS
CREDITED TO THE COLLECTION ACCOUNT, FIRST, TO PREPAY ANY PROTECTIVE ADVANCES AND
OVERADVANCES THAT MAY BE OUTSTANDING, PRO RATA, AND, SECOND, WITHOUT
DUPLICATION, TO PREPAY THE REVOLVING LOANS (INCLUDING SWING LINE LOANS) AND
ACCEPTANCE EQUIVALENT LOANS AND TO CASH COLLATERALIZE OUTSTANDING LC EXPOSURE AS
PROVIDED IN SECTION 2.07(J) AND OUTSTANDING ACCEPTANCE EXPOSURE AS PROVIDED IN
SECTION 2.04(P).
(E)
EACH LENDER SHALL MAINTAIN IN ACCORDANCE WITH ITS USUAL PRACTICE
AN ACCOUNT OR ACCOUNTS EVIDENCING THE INDEBTEDNESS OF EACH BORROWER TO SUCH
LENDER RESULTING FROM EACH LOAN MADE BY SUCH LENDER, INCLUDING THE AMOUNTS OF
PRINCIPAL AND INTEREST PAYABLE AND PAID TO SUCH LENDER FROM TIME TO TIME
HEREUNDER.
(F)
THE US ADMINISTRATIVE AGENT AND THE CANADIAN ADMINISTRATIVE
AGENT, AS APPLICABLE, SHALL MAINTAIN ACCOUNTS IN WHICH IT SHALL RECORD (I) THE
AMOUNT OF EACH LOAN MADE HEREUNDER, THE CLASS AND TYPE THEREOF AND THE INTEREST
PERIOD APPLICABLE THERETO, (II) THE AMOUNT OF ANY PRINCIPAL OR INTEREST DUE AND
PAYABLE OR TO BECOME DUE AND PAYABLE FROM EACH BORROWER TO EACH LENDER HEREUNDER
AND (III) THE AMOUNT OF ANY SUM RECEIVED BY THE US ADMINISTRATIVE AGENT OR THE
CANADIAN ADMINISTRATIVE AGENT, AS APPLICABLE, HEREUNDER FOR THE ACCOUNT OF THE
RELEVANT LENDERS AND EACH RELEVANT LENDER'S SHARE THEREOF.
(G)
THE ENTRIES MADE IN THE ACCOUNTS MAINTAINED PURSUANT TO PARAGRAPH
(E) OR (F) OF THIS SECTION SHALL BE PRIMA FACIE EVIDENCE OF THE EXISTENCE AND
AMOUNTS OF THE OBLIGATIONS RECORDED THEREIN; PROVIDED THAT THE FAILURE OF