SHARE OF THE UNUSED LINE FEE
DESCRIBED IN SUBSECTION 2.3(A) SHALL BE AN AMOUNT EQUAL TO (A)(I) SUCH LENDER'S
AVERAGE REVOLVING LOAN COMMITMENT DURING SUCH MONTH, LESS SUCH LENDER'S AVERAGE
DAILY LOAN BALANCE OF THE REVOLVING LOAN FOR THE PRECEDING MONTH, MULTIPLIED BY
(B) THE PERCENTAGE REQUIRED BY SUBSECTION 2.3(A).
SUCH LENDER'S SHARE OF ALL
OTHER FEES PAID TO AGENT FOR THE BENEFIT OF LENDERS HEREUNDER SHALL BE PAID AND
CALCULATED BASED ON SUCH LENDER'S COMMITMENT WITH RESPECT TO THE LOANS ON WHICH
SUCH FEES ARE ASSOCIATED.
TO THE EXTENT AGENT DOES NOT RECEIVE THE TOTAL AMOUNT
OF ANY FEE OWING BY BORROWER UNDER THIS AGREEMENT, EACH AMOUNT PAYABLE BY AGENT
TO A LENDER UNDER THIS SUBSECTION 9.8(A)(4) WITH RESPECT TO SUCH FEE SHALL BE
REDUCED ON A PRO RATA BASIS.
ANY FUNDS DISBURSED OR RECEIVED BY AGENT PURSUANT
TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, UNDER SUBSECTIONS 9.7,
9.8(A)(1), AND 9.9, PRIOR TO THE SETTLEMENT DATE FOR SUCH DISBURSEMENT OR
PAYMENT SHALL BE DEEMED ADVANCES OR REMITTANCES BY GE CANADA FINANCE, IN ITS
CAPACITY AS A LENDER, FOR PURPOSES OF CALCULATING INTEREST AND FEES PURSUANT TO
THIS SUBSECTION 9.8(A)(4).
54
(B)
RETURN OF PAYMENTS.
(1)
RECOVERY AFTER NON-RECEIPT OF EXPECTED PAYMENT.
IF AGENT PAYS AN
AMOUNT TO A LENDER UNDER THIS AGREEMENT IN THE BELIEF OR EXPECTATION THAT A
RELATED PAYMENT HAS BEEN OR WILL BE RECEIVED BY AGENT FROM BORROWER AND SUCH
RELATED PAYMENT IS NOT RECEIVED BY AGENT, THEN AGENT WILL BE ENTITLED TO RECOVER
SUCH AMOUNT FROM SUCH LENDER WITHOUT SET-OFF, COUNTERCLAIM OR DEDUCTION OF ANY
KIND TOGETHER WITH INTEREST THEREON, FOR EACH DAY FROM AND INCLUDING THE DATE
SUCH AMOUNT IS MADE AVAILABLE BY AGENT TO SUCH LENDER TO BUT EXCLUDING THE DATE
OF REPAYMENT TO AGENT, AT THE GREATER OF THE BANK RATE AND A RATE DETERMINED BY
AGENT IN ACCORDANCE WITH BANKING INDUSTRY RULES ON INTERBANK COMPENSATION.
(2)
RECOVERY OF RETURNED PAYMENT.
IF AGENT DETERMINES AT ANY TIME
THAT ANY AMOUNT RECEIVED BY AGENT UNDER THIS AGREEMENT MUST BE RETURNED TO
BORROWER OR PAID TO ANY OTHER PERSON PURSUANT TO ANY REQUIREMENT OF LAW, COURT
ORDER OR OTHERWISE, THEN, NOTWITHSTANDING ANY OTHER TERM OR CONDITION OF THIS
AGREEMENT, AGENT WILL NOT BE REQUIRED TO DISTRIBUTE ANY PORTION THEREOF TO ANY
LENDER.
IN ADDITION, EACH LENDER WILL REPAY TO AGENT ON DEMAND ANY PORTION OF
SUCH AMOUNT THAT AGENT HAS DISTRIBUTED TO SUCH LENDER, TOGETHER WITH INTEREST AT
SUCH RATE, IF ANY, AS AGENT IS REQUIRED TO PAY TO BORROWER OR SUCH OTHER PERSON,
WITHOUT SET-OFF, COUNTERCLAIM OR DEDUCTION OF ANY KIND.
9.9
Discretionary Advances.
Notwithstanding anything contained herein
to the contrary, Agent may, in its sole discretion, make Revolving Advances on
behalf of the Lenders in an aggregate amount of not more than C$1,000,000 in
excess of the limitations set forth in the Canadian Borrowing Base for the
purpose of preserving or protecting the Collateral or the value thereof or for
incurring any costs associated with collection or enforcing rights or remedies
against