Common use of Canadian Loans Clause in Contracts

Canadian Loans. (a) Subject to the terms and conditions set forth herein, (i) each Canadian Funding Lender agrees to make (or cause a Designated Offshore Currency 52 Affiliate to make) loans (each such loan, a “Canadian Funding Lender Loan”) to the Canadian Borrower, in Dollars or in one or more Canadian Alternative Currencies, from time to time on any Business Day during the Availability Period, in an aggregate amount at any time outstanding for which the Dollar Equivalent does not exceed the amount of such Canadian Funding Lender’s Commitment, and (ii) the Canadian Fronting Lender agrees to make loans (each such loan, a “Canadian Fronting Lender Loan”) to the Canadian Borrower, in Dollars or in one or more Canadian Alternative Currencies, in an aggregate amount at any time outstanding for which the Dollar Equivalent does not exceed the amount of the Canadian Sublimit, notwithstanding the fact that the Dollar Equivalent of the amount of such Canadian Fronting Lender Loans, when aggregated with (x) the Outstanding Amount of Committed Loans, L/C Obligations and Swing Line Loans and (y) the Outstanding Amount of the Australian Loans (or the Australian Risk Participations in such Loans), in each case of the Lender acting as Canadian Fronting Lender, may exceed the amount of such Lender’s Commitment; provided, however, that after giving effect to any Canadian Loan, (i) the aggregate Outstanding Amount of Canadian Loans shall not exceed the Canadian Sublimit, (ii) the Total Outstandings shall not exceed the Aggregate Commitments, and (iii) the aggregate Outstanding Amount of the Committed Loans of any Lender,plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations,plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans,plus such Lender’s Pro Rata Share of the Outstanding Amount of all Canadian Loans,plus such Lender’s Pro Rata Share of the Outstanding Amount of all Australian Loans shall not exceed such Lender’s Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Canadian Borrower may borrow under this Section 2.05, prepay under Section 2.07, and reborrow under this Section 2.05.

Canadian Loans. (a) Subject Each Canadian Lender severally agrees, subject to the terms and conditions limitations set forth herein, (i) each Canadian Funding Lender agrees to make (or cause a Designated Offshore Currency 52 Affiliate to make) loans (each such loan, a “Canadian Funding Lender Loan”) below with respect to the maximum amount of Canadian BorrowerLoans permitted to be outstanding from time to time, in Dollars or in one or more Canadian Alternative Currencies, to lend to Company and Canada Safeway from time to time on any Business Day during the Availability Period, in period from the Closing Date to but excluding the Termination Date an aggregate amount at any time outstanding for which not exceeding its Canadian Pro Rata Share of the Dollar Equivalent does not exceed the aggregate amount of such the Canadian Funding Commitments to be used for the purposes identified in subsection 2.5A. The original amount of each Canadian Lender’s Commitment, Canadian Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and (ii) the aggregate original amount of the Canadian Fronting Lender agrees to make loans (each such loan, a “Canadian Fronting Lender Loan”) to Commitments is $250,000,000; provided that the Canadian BorrowerCommitments of Lenders shall be adjusted to give effect to any assignments of the Canadian Commitments pursuant to subsections 2.8 and 13.1B; and provided, in Dollars or in one or more Canadian Alternative Currencies, in an aggregate amount at any time outstanding for which the Dollar Equivalent does not exceed further that the amount of the Canadian Sublimit, notwithstanding the fact that the Dollar Equivalent of Commitments shall be reduced from time to time by the amount of any reductions thereto made pursuant to subsection 2.4A(ii). Each Canadian Lender’s Canadian Commitment shall expire on the Termination Date and all Canadian Loans and all other amounts owed hereunder with respect to the Canadian Loans and the Canadian Commitment of such Lender shall be paid in full no later than that date. Amounts borrowed under this subsection 2.1A(ii) may be repaid and reborrowed to but excluding the Termination Date. Upon receipt of a Notice of Borrowing from Company with respect to a Canadian/U.S. Loan, each Canadian Lender that is not resident in the United States of America for U.S. withholding tax purposes, may, in accordance with the provisions of subsection 13.1, assign its obligations under this subsection 2.1A(ii) to fund such Canadian/U.S. Loan (together with all of its outstanding Canadian/U.S. Loans) to a U.S. Affiliate. Notwithstanding any provisions of this Agreement to the contrary, no U.S. Affiliate shall be deemed to have a Canadian Commitment under this Agreement. For the purposes of determining whether the Total Utilization of Canadian Commitments of any Canadian Lender exceeds its Canadian Commitments, the outstanding principal amount of its U.S. Affiliate’s Canadian/U.S. Loans shall be considered to be outstanding from such Canadian Fronting Lender Loanshereunder. Anything contained in this Agreement to the contrary notwithstanding, when aggregated with (x) the Outstanding Amount of Committed Loans, L/C Obligations and Swing Line Canadian Loans and (y) the Outstanding Amount of Canadian Commitments shall be subject to the Australian Loans (or limitation that in no event shall the Australian Risk Participations in such Loans), in each case of the Lender acting as Canadian Fronting Lender, may exceed the amount of such Lender’s Commitment; provided, however, that after giving effect to any Canadian Loan, (i) the aggregate Outstanding Amount Total Utilization of Canadian Loans shall not Commitments at any time exceed the Canadian SublimitCommitments then in effect. Canadian Loans advanced to Canada Safeway may, at Canada Safeway’s option, be denominated and funded in Dollars or Canadian Dollars; Canadian Loans advanced to Company (iiotherwise referred to herein as “Canadian/U.S. Loans”) the Total Outstandings shall not exceed the Aggregate Commitments, be denominated and (iii) the aggregate Outstanding Amount of the Committed Loans of any Lender,plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations,plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans,plus such Lender’s Pro Rata Share of the Outstanding Amount of all Canadian Loans,plus such Lender’s Pro Rata Share of the Outstanding Amount of all Australian Loans shall not exceed such Lender’s Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Canadian Borrower may borrow under this Section 2.05, prepay under Section 2.07, and reborrow under this Section 2.05funded in Dollars only.

Canadian Loans. (a) Subject Each Canadian Lender severally agrees, subject to the terms and conditions limitations set forth herein, (i) each Canadian Funding Lender agrees to make (or cause a Designated Offshore Currency 52 Affiliate to make) loans (each such loan, a “Canadian Funding Lender Loan”) below with respect to the maximum amount of Canadian BorrowerLoans permitted to be outstanding from time to time, in Dollars or in one or more Canadian Alternative Currencies, to lend to Company and Canada Safeway from time to time on any Business Day during the Availability Period, in period from the Closing Date to but excluding the Termination Date an aggregate amount at any time outstanding for which not exceeding its Canadian Pro Rata Share of the Dollar Equivalent does not exceed the aggregate amount of such the Canadian Funding Commitments to be used for the purposes identified in subsection 2.5A. The original amount of each Canadian Lender’s Commitment, Canadian Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and (ii) the aggregate original amount of the Canadian Fronting Lender agrees to make loans (each such loan, a “Canadian Fronting Lender Loan”) to Commitments is $250,000,000; provided that the Canadian BorrowerCommitments of Lenders shall be adjusted to give effect to any assignments of the Canadian Commitments pursuant to subsection 13.1B; and provided, in Dollars or in one or more Canadian Alternative Currencies, in an aggregate amount at any time outstanding for which the Dollar Equivalent does not exceed further that the amount of the Canadian Sublimit, notwithstanding the fact that the Dollar Equivalent of Commitments shall be reduced from time to time by the amount of any reductions thereto made pursuant to subsection 2.4A(ii). Each Canadian Lender’s Canadian Commitment shall expire on the Termination Date and all Canadian Loans and all other amounts owed hereunder with respect to the Canadian Loans and the Canadian Commitment of such Lender shall be paid in full no later than that date. Amounts borrowed under this subsection 2.1A(ii) may be repaid and reborrowed to but excluding the Termination Date. Upon receipt of a Notice of Borrowing from Company with respect to a Canadian/U.S. Loan, each Canadian Lender that is not resident in the United States of America for U.S. withholding tax purposes, may, in accordance with the provisions of subsection 13.1, assign its obligations under this subsection 2.1A(ii) to fund such Canadian/U.S. Loan (together with all of its outstanding Canadian/U.S. Loans) to a U.S. Affiliate. Notwithstanding any provisions of this Agreement to the contrary, no U.S. Affiliate shall be deemed to have a Canadian Commitment under this Agreement. For the purposes of determining whether the Total Utilization of Canadian Commitments of any Canadian Lender exceeds its Canadian Commitments, the outstanding principal amount of its U.S. Affiliate’s Canadian/U.S. Loans shall be considered to be outstanding from such Canadian Fronting Lender Loanshereunder. Anything contained in this Agreement to the contrary notwithstanding, when aggregated with (x) the Outstanding Amount of Committed Loans, L/C Obligations and Swing Line Canadian Loans and (y) the Outstanding Amount of Canadian Commitments shall be subject to the Australian Loans (or limitation that in no event shall the Australian Risk Participations in such Loans), in each case of the Lender acting as Canadian Fronting Lender, may exceed the amount of such Lender’s Commitment; provided, however, that after giving effect to any Canadian Loan, (i) the aggregate Outstanding Amount Total Utilization of Canadian Loans shall not Commitments at any time exceed the Canadian SublimitCommitments then in effect. Canadian Loans advanced to Canada Safeway may, at Canada Safeway’s option, be denominated and funded in Dollars or Canadian Dollars; Canadian Loans advanced to Company (iiotherwise referred to herein as “Canadian/U.S. Loans”) the Total Outstandings shall not exceed the Aggregate Commitments, be denominated and (iii) the aggregate Outstanding Amount of the Committed Loans of any Lender,plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations,plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans,plus such Lender’s Pro Rata Share of the Outstanding Amount of all Canadian Loans,plus such Lender’s Pro Rata Share of the Outstanding Amount of all Australian Loans shall not exceed such Lender’s Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Canadian Borrower may borrow under this Section 2.05, prepay under Section 2.07, and reborrow under this Section 2.05funded in Dollars only.

Canadian Loans. (a) Subject to the terms and conditions set forth hereinhereof, (i) each Canadian Funding Lender agrees to make (or cause a Designated Offshore Currency 52 Affiliate extend credit to make) loans (each such loan, a “Canadian Funding Lender Loan”) Borrower by advancing funds to the applicable Canadian Borrower specified in a Borrowing Notice (herein called such Lender's "Canadian Revolving Loans" and, with reference to Canadian Resident Lenders only, accepting or purchasing drafts of Bankers' Acceptances issued under this Agreement by the applicable Canadian Borrower specified in a Borrowing Notice (herein called such Lender's "Bankers' Acceptances"; each Lender's Canadian Revolving Loans, Canadian Term Loans, and Bankers' Acceptances are herein collectively called such Lender's "Canadian Advances") upon Canadian Borrower, in Dollars or in one or more Canadian Alternative Currencies, 's request from time to time on any Business Day during the Availability Canadian Revolving Period, provided that (i) subject to Sections 2.1, 2.2., 3.3, 3.4 and 3.5, all Lenders are requested to make Canadian Advances of the same Type in an aggregate amount at any time outstanding for which accordance with their respective Percentage Shares and as part of the Dollar Equivalent does not exceed the amount of such Canadian Funding Lender’s Commitment, same Borrowing and (ii) the Canadian Fronting Lender agrees to make loans (each such loan, a “Canadian Fronting Lender Loan”) to the Canadian Borrower, in Dollars or in one or more Canadian Alternative Currencies, in an aggregate amount at any time outstanding for which the Dollar Equivalent does not exceed the amount Lender's Percentage Share of the Canadian Sublimit, notwithstanding the fact that the Dollar Equivalent of the amount of such Canadian Fronting Lender Loans, when aggregated with (x) the Outstanding Amount of Committed Loans, L/C Obligations and Swing Line Loans and (y) the Outstanding Amount of the Australian Loans (or the Australian Risk Participations in such Loans), in each case of the Lender acting as Canadian Fronting Lender, may Facility Usage shall never exceed the amount of such Lender’s Commitment; provided, however, that after giving effect to any Canadian Loan, (i) the aggregate Outstanding Amount of Canadian Loans shall not exceed the Canadian Sublimit, (ii) the Total Outstandings shall not exceed the Aggregate Commitments, and (iii) the aggregate Outstanding Amount of the Committed Loans of any Lender,plus such Lender’s Pro Rata 's Percentage Share of the Outstanding Amount of all L/C Obligations,plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans,plus such Lender’s Pro Rata Share of the Outstanding Amount Canadian Maximum Credit Amount. The aggregate amount of all Canadian Loans,plus such Lender’s Pro Rata Share Loans in any Borrowing must be an integral multiple of $100,000 in the Applicable Currency which equals or exceeds $1,000,000 in the Applicable Currency or must equal the unadvanced portion of the Outstanding Amount of all Australian Loans shall not exceed such Lender’s CommitmentCanadian Maximum Credit Amount. Within the foregoing limits, and subject to the other terms and conditions hereof, the Each Canadian Borrower may borrow under this Section 2.05have no more than ten Borrowings of Eurodollar Loans outstanding at any time. The obligation of each Canadian Borrower to repay to each Lender the aggregate amount of all Canadian Loans (excluding Canadian Swing Loans) made by such Lender to such Borrower, prepay under Section 2.07together with interest accruing in connection therewith, shall be evidenced by a separate promissory note (herein called such Lender's "Canadian Note") made, by each Canadian Borrower payable to the order of such Lender in the form of Exhibit A-1 with appropriate insertions. The amount of principal owing on any Lender's Canadian Note at any given time shall be the aggregate amount of all Canadian Loans theretofore made by such Lender minus all payments of principal theretofore received by such Lender on such Canadian Note. Interest on each Canadian Note shall accrue and reborrow under this Section 2.05be due and payable as provided herein and therein. Each Lender's Canadian Note shall be due and payable as provided herein and therein and shall be due and payable in full on the Canadian Facility Maturity Date.

Canadian Loans. (a) Subject The Canadian Lender hereby agrees, subject to the terms and conditions limitations set forth hereinbelow with respect to the maximum amount of Canadian Loans permitted to be outstanding from time to time, (i) each Canadian Funding Lender agrees to make (or cause a Designated Offshore Currency 52 Affiliate portion of the Revolving Loan Commitments available to make) loans (each such loan, a “Canadian Funding Lender Loan”) to the Canadian Borrower, in Dollars or in one or more Canadian Alternative Currencies, Wolverine Canada from time to time on any Business Day during the Availability Period, period from the Closing Date to but excluding the Maturity Date by making Canadian Loans to Wolverine Canada in an aggregate amount at any time outstanding for which the Dollar Equivalent does not exceed the amount of such Canadian Funding Lender’s Commitment, and (ii) the Canadian Fronting Lender agrees to make loans (each such loan, a “Canadian Fronting Lender Loan”) to the Canadian Borrower, in Dollars or in one or more Canadian Alternative Currencies, in an aggregate amount at any time outstanding for which the Dollar Equivalent does not exceed exceeding the amount of the Canadian SublimitLoan Commitment to be used for the purposes identified in subsection 2.5A(ii), notwithstanding the fact that such Canadian Loans, when aggregated with the Canadian Lender's outstanding Revolving Loans and the Canadian Lender's Pro Rata Share of the Letter of Credit Usage then in effect, may exceed the Canadian Lender's Revolving Loan Commitment. The original amount of the Canadian Loan Commitment is $20,000,000; provided that any reduction of the Revolving Loan Commitments made pursuant to subsection 2.4A(ii) or 2.4A(iii) which reduces the aggregate Revolving Loan Commitments to an amount less than the then current amount of the Canadian Loan Commitment shall result in an automatic corresponding reduction of the Canadian Loan Commitment to the amount of the Revolving Loan Commitments, as so reduced, without any further action on the part of the Borrowers, the Administrative Agent or the Canadian Lender. The Canadian Loan Commitment shall expire on the Maturity Date and all Canadian Loans and all other amounts owed hereunder with respect to the Canadian Loans shall be paid in full no later than that date; provided that the Canadian Loan Commitment shall expire immediately and without further action on May 31, 1997 if the initial extension of credit under this Agreement is not made on or before that date. Amounts borrowed under this subsection 2.1A(iii) may be repaid and reborrowed to but excluding the Maturity Date. Anything contained in this Agreement to the contrary notwithstanding, the Canadian Loans and the Canadian Loan Commitment shall be subject to the limitation that in no event shall (a) the aggregate principal amount of outstanding Canadian Loans exceed the aggregate amount of the Canadian Loan Commitment then in effect or (b) the Total Utilization at any time exceed the Revolving Loan Commitments then in effect. All Canadian Loans shall be made in Canadian Dollars and shall be repaid in Canadian Dollars; provided that, for purposes of calculating Total Utilization and the availability of the Canadian Loan Commitment, each Canadian Dollar shall be deemed to equal one Dollar. With respect to any Canadian Loans which have not been voluntarily prepaid by Wolverine Canada pursuant to subsection 2.4A(i), the Canadian Lender may, at any time during the continuance of an Event of Default or Potential Event of Default, in its sole and absolute discretion, deliver to the Administrative Agent (with a copy to the Borrowers), no later than 10:00 A.M. (New York City time) on the first Business Day in advance of the proposed Funding Date, a notice (which shall be deemed to be a Notice of Borrowing given by the Company) requesting the Lenders to make Revolving Loans to the Company that are Base Rate Loans on such Funding Date in an amount equal to the Dollar Equivalent equivalent (calculated by the Administrative Agent at the spot rate on such date) of the amount of such Canadian Fronting Loans (the "REFUNDED CANADIAN LOANS") outstanding on the date such notice is given which the Canadian Lender Loansrequests the Lenders to prepay. Anything contained in this Agreement to the contrary notwithstanding, when aggregated with (xi) the Outstanding Amount proceeds of Committed Loans, L/C Obligations such Revolving Loans made by the Lenders other than the Canadian Lender shall be exchanged (at no separate cost to the Borrowers) into Canadian Dollars at the spot rate on such date and Swing Line shall be immediately delivered by the Administrative Agent to the Canadian Lender (and not to the Company) and applied to repay a corresponding portion of the Refunded Canadian Loans and (yii) on the day such Revolving Loans are made, the Canadian Lender's Pro Rata Share of the Refunded Canadian Loans shall be deemed to be paid with the proceeds of a Revolving Loan made by the Canadian Lender, and such portion of the Canadian Loans deemed to be so paid shall no longer be outstanding as Canadian Loans and shall no longer be due under the Canadian Note of the Canadian Lender but shall instead constitute part of the Canadian Lender's outstanding Revolving Loans and shall be due under the Revolving Note of the Canadian Lender. The Company hereby authorizes the Administrative Agent and the Canadian Lender to charge the Company's accounts with the Administrative Agent and the Canadian Lender (up to the amount available in each such account) in order to immediately pay the Canadian Lender the amount of the Refunded Canadian Loans to the extent the proceeds of such Revolving Loans made by the Lenders, including the Revolving Loan deemed to be made by the Canadian Lender, are not sufficient to repay in full the Refunded Canadian Loans. If any portion of any such amount paid (or deemed to be paid) to the Canadian Lender should be recovered by or on behalf of the Borrowers from the Canadian Lender in bankruptcy, by assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall be ratably shared among all the Lenders in the manner contemplated by subsection 10.5. If for any reason (a) Revolving Loans are not made upon the request of the Canadian Lender as provided in the immediately preceding paragraph in an amount sufficient to repay any amounts owed to the Canadian Lender in respect of any outstanding Canadian Loans or (b) the Outstanding Amount of the Australian Revolving Loan Commitments are terminated at a time when any Canadian Loans (or the Australian Risk Participations are outstanding, each Lender shall be deemed to, and hereby agrees to, have purchased a participation in such Loans)outstanding Canadian Loans in an amount equal to the Dollar equivalent (calculated by the Administrative Agent at the spot rate on such date) of its Pro Rata Share (calculated, in each the case of the Lender acting as foregoing clause (b), immediately prior to such termination of the Revolving Loan Commitments) of the unpaid amount of such Canadian Fronting Loans together with accrued interest thereon. Upon one Business Day's notice from the Canadian Lender, may exceed each Lender shall deliver to the Canadian Lender an amount equal to its respective participation in same day funds at the Funding and Payment Office. In order to further evidence such participation (and without prejudice to the effectiveness of the participation provisions set forth above), each Lender agrees to enter into a separate participation agreement at the request of the Canadian Lender in form and substance reasonably satisfactory to the Canadian Lender. In the event any Lender fails to make available to the Canadian Lender the amount of such Lender’s Commitment; provided's participation as provided in this paragraph, howeverthe Canadian Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for three Business Days and thereafter at the Base Rate. Upon the purchase of any participation in a Canadian Loan by a Lender in accordance with the provisions of this paragraph, that after giving effect to any all amounts payable in respect of such Canadian Loan shall be payable in Dollars and the principal amount of such Canadian Loan shall be the Dollar equivalent (calculated by the Administrative Agent at the spot rate on the date of such purchase) of the principal amount (expressed in Canadian Dollars) of such Canadian Loan, (i) . In the aggregate Outstanding Amount of Canadian Loans shall not exceed event the Canadian Sublimit, (ii) the Total Outstandings shall not exceed the Aggregate Commitments, and (iii) the aggregate Outstanding Amount of the Committed Loans Lender receives a payment of any Lender,plus amount in which other Lenders have purchased participations as provided in this paragraph, the Canadian Lender shall promptly distribute to each such Lender’s other Lender its Pro Rata Share of such payment. Anything contained herein to the Outstanding Amount contrary notwithstanding, each Lender's obligation to make Revolving Loans for the purpose of all L/C Obligations,plus repaying any Refunded Canadian Loans pursuant to the second preceding paragraph and each Lender's obligation to purchase a participation in any unpaid Canadian Loans pursuant to the immediately preceding paragraph shall be absolute and unconditional and shall not be affected by any circumstance, including (a) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Canadian Lender’s Pro Rata Share , the Company or any other Person for any reason whatsoever; (b) the occurrence or continuation of an Event of Default or a Potential Event of Default; (c) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Outstanding Amount Company or any of all Swing Line Loans,plus such Lender’s Pro Rata Share its Subsidiaries; (d) any breach of this Agreement or any other Loan Document by any party thereto; or (e) any other circumstance, happening or event whatsoever, whether or not similar to any of the Outstanding Amount foregoing; provided that such obligations of all Canadian Loans,plus such Lender’s Pro Rata Share of the Outstanding Amount of all Australian Loans shall not exceed such Lender’s Commitment. Within the foregoing limits, and each Lender are subject to the other terms and conditions hereof, condition that (X) the Canadian Borrower may borrow under this Section 2.05, prepay Lender believed in good faith that all conditions under Section 2.074 to the making of the applicable Refunded Canadian Loans or other unpaid Canadian Loans, and reborrow under this Section 2.05as the case may be, were satisfied at the time such Refunded Canadian Loans or unpaid Canadian Loans were made or (Y) the satisfaction of any such condition not satisfied had been waived in accordance with subsection 10.6 prior to or at the time such Refunded Canadian Loans or other unpaid Canadian Loans were made.

Canadian Loans. (a) Subject to the terms and conditions set forth hereinhereof, (i) each Canadian Funding Lender agrees to make (or cause a Designated Offshore Currency 52 Affiliate extend credit to make) loans (each such loan, a “Canadian Funding Lender Loan”) Borrower by advancing funds to the applicable Canadian Borrower specified in a Borrowing Notice (herein called such Lender's "Canadian Revolving Loans" and, with reference to Canadian Resident Lenders only, accepting or purchasing drafts of Bankers' Acceptances issued under this Agreement by the applicable Canadian Borrower specified in a Borrowing Notice herein called such Lender's "Bankers' Acceptances"; each Lender's Canadian Revolving Loans, Canadian Term Loans, and Bankers' Acceptances are herein collectively called such Lender's "Canadian Advances") upon Canadian Borrower, in Dollars or in one or more Canadian Alternative Currencies, 's request from time to time on any Business Day during the Availability Canadian Revolving Period, provided that (i) subject to Sections 2.1, 2.2., 3.3, 3.4 and 3.5, all Lenders are requested to make Canadian Advances of the same Type in an aggregate amount at any time outstanding for which accordance with their respective Percentage Shares and as part of the Dollar Equivalent does not exceed the amount of such Canadian Funding Lender’s Commitment, same Borrowing and (ii) the Canadian Fronting Lender agrees to make loans (each such loan, a “Canadian Fronting Lender Loan”) to the Canadian Borrower, in Dollars or in one or more Canadian Alternative Currencies, in an aggregate amount at any time outstanding for which the Dollar Equivalent does not exceed the amount Lender's Percentage Share of the Canadian Sublimit, notwithstanding the fact that the Dollar Equivalent of the amount of such Canadian Fronting Lender Loans, when aggregated with (x) the Outstanding Amount of Committed Loans, L/C Obligations and Swing Line Loans and (y) the Outstanding Amount of the Australian Loans (or the Australian Risk Participations in such Loans), in each case of the Lender acting as Canadian Fronting Lender, may Facility Usage shall never exceed the amount of such Lender’s Commitment; provided, however, that after giving effect to any Canadian Loan, (i) the aggregate Outstanding Amount of Canadian Loans shall not exceed the Canadian Sublimit, (ii) the Total Outstandings shall not exceed the Aggregate Commitments, and (iii) the aggregate Outstanding Amount of the Committed Loans of any Lender,plus such Lender’s Pro Rata 's Percentage Share of the Outstanding Amount of all L/C Obligations,plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans,plus such Lender’s Pro Rata Share of the Outstanding Amount Canadian Maximum Credit Amount. The aggregate amount of all Canadian Loans,plus such Lender’s Pro Rata Share Loans in any Borrowing must be an integral multiple of $100,000 in the Applicable Currency which equals or exceeds $1,000,000 in the Applicable Currency or must equal the unadvanced portion of the Outstanding Amount of all Australian Loans shall not exceed such Lender’s CommitmentCanadian Maximum Credit Amount. Within the foregoing limits, and subject to the other terms and conditions hereof, the Each Canadian Borrower may borrow under this Section 2.05have no more than ten Borrowings of Eurodollar Loans outstanding at any time. The obligation of each Canadian Borrower to repay to each Lender the aggregate amount of all Canadian Loans (excluding Canadian Swing Loans) made by such Lender to such Borrower, prepay under Section 2.07together with interest accruing in connection therewith, shall be evidenced by a separate promissory note (herein called such Lender's "Canadian Note") made, by each Canadian Borrower payable to the order of such Lender in the form of Exhibit A-1 with appropriate insertions. The amount of principal owing on any Lender's Canadian Note at any given time shall be the aggregate amount of all Canadian Loans theretofore made by such Lender minus all payments of principal theretofore received by such Lender on such Canadian Note. Interest on each Canadian Note shall accrue and reborrow under this Section 2.05be due and payable as provided herein and therein. Each Lender's Canadian Note shall be due and payable as provided herein and therein and shall be due and payable in full on the Canadian Facility Maturity Date.

Canadian Loans. (a) Subject to the terms and conditions set forth hereinhereof, (i) each Canadian Funding Lender agrees to make (or cause a Designated Offshore Currency 52 Affiliate extend credit to make) loans (each such loan, a “Canadian Funding Lender Loan”) Borrower by advancing funds to the applicable Canadian Borrower specified in a Borrowing Notice (herein called such Lender's "Canadian Revolving Loans" and, with reference to Canadian Resident Lenders only, accepting or purchasing drafts of Bankers' Acceptances issued under this Agreement by the applicable Canadian Borrower specified in a Borrowing Notice herein called such Lender's "Bankers' Acceptances"; each Lender's Canadian Revolving Loans, Canadian Term Loans, and Bankers' Acceptances are herein collectively called such Lender's "Canadian Advances") upon the applicable Canadian Borrower, in Dollars or in one or more Canadian Alternative Currencies, 's request from time to time on any Business Day during the Availability Canadian Revolving Period, in an aggregate amount at any time outstanding for which the Dollar Equivalent does not exceed the amount of such Canadian Funding Lender’s Commitment, and (ii) the Canadian Fronting Lender agrees to make loans (each such loan, a “Canadian Fronting Lender Loan”) to the Canadian Borrower, in Dollars or in one or more Canadian Alternative Currencies, in an aggregate amount at any time outstanding for which the Dollar Equivalent does not exceed the amount of the Canadian Sublimit, notwithstanding the fact provided that the Dollar Equivalent of the amount of such Canadian Fronting Lender Loans, when aggregated with (x) the Outstanding Amount of Committed Loans, L/C Obligations and Swing Line Loans and (y) the Outstanding Amount of the Australian Loans (or the Australian Risk Participations in such Loans), in each case of the Lender acting as Canadian Fronting Lender, may exceed the amount of such Lender’s Commitment; provided, however, that after giving effect to any Canadian Loan, (i) subject to Sections 2.1, 2.2., 3.3, 3.4 and 3.5, all Lenders are requested to make Canadian Advances of the aggregate Outstanding Amount same Type in accordance with their respective Percentage Shares and as part of Canadian Loans shall not exceed the Canadian Sublimitsame Borrowing, (ii) such Lender's Percentage Share of the Total Outstandings Canadian Facility Usage shall not never exceed such Lender's Percentage Share of the Aggregate CommitmentsCanadian Maximum Credit Amount, and (iii) the aggregate Outstanding Amount amount of the Committed Canadian Facility Usage and the Canadian Swing Loans of any Lender,plus such Lender’s Pro Rata Share of outstanding shall never exceed the Outstanding Amount of all L/C Obligations,plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans,plus such Lender’s Pro Rata Share of the Outstanding Amount of all Canadian Loans,plus such Lender’s Pro Rata Share of the Outstanding Amount of all Australian Loans shall not exceed such Lender’s CommitmentMaximum Credit Amount. Within the foregoing limits, and subject Subject to the other terms and conditions hereof, each Lender also agrees to extend credit to each Canadian Borrower by participating in draws under Letters of Credit in accordance with Sections 2.6, 2.7 and 2.8 hereof. The aggregate amount of all Canadian Loans in any Borrowing must be an integral multiple of $100,000 in the Applicable Currency which equals or exceeds $1,000,000 in the Applicable Currency or must equal the unadvanced portion of the Canadian Maximum Credit Amount. Each Canadian Borrower may borrow under this Section 2.05have no more than ten Borrowings of Eurodollar Loans outstanding at any time. The obligation of each Canadian Borrower to repay to each Lender the aggregate amount of all Canadian Loans (excluding Canadian Swing Loans) made by such Lender to such Borrower, prepay under Section 2.07together with interest accruing in connection therewith, shall be evidenced by a separate promissory note (herein called such Lender's "Canadian Note") made, by each Canadian Borrower payable to the order of such Lender in the form of Exhibit A-1 with appropriate insertions. The amount of principal owing on any Lender's Canadian Note at any given time shall be the aggregate amount of all Canadian Loans theretofore made by such Lender minus all payments of principal theretofore received by such Lender on such Canadian Note. Interest on each Canadian Note shall accrue and reborrow under this Section 2.05be due and payable as provided herein and therein. Each Lender's Canadian Note shall be due and payable as provided herein and therein and shall be due and payable in full on the Canadian Facility Maturity Date.