Common use of Currency Fluctuations Clause in Contracts

Currency Fluctuations. (a) Not later than 1:00 P.M. (Philadelphia, Pennsylvania time) on the last Business Day of each calendar month (the "Calculation Date"), the Agent shall determine the Exchange Rate as of such date. The Exchange Rate so determined shall become effective on the first Business Day immediately following such determination (a "Reset Date") and shall remain effective until the next succeeding Reset Date. (b) Not later than 4:00 P.M. (Philadelphia, Pennsylvania time) on each Reset Date, the Agent shall determine the Dollar Equivalent of the outstanding Canadian Loans, Canadian Bankers Acceptances (without discount) and Canadian Letters of Credit denominated in Canadian Dollars. (c) If, on any Reset Date and on the Term Loan Maturity Date and Revolving Credit Termination Date, the aggregate outstanding amount (expressed in U.S. Dollars) of all Canadian Loans, Canadian Letter of Credit Obligations and the aggregate face amount of all outstanding Canadian Bankers Acceptances (without discount) exceeds the sum of the Term Loan Commitments and the Canadian Revolving Credit Sublimit expressed in U.S. Dollars (such sum being the "Maximum Canadian Exposure") [by more than $100,000,] then (i) the Agent shall give notice thereof to the Canadian Borrower and the Canadian Lenders and (ii) within two (2) Business Days thereafter, the Canadian Borrower shall repay or prepay Canadian Loans in accordance with this Agreement in an aggregate principal amount such that, after giving effect thereto, the aggregate outstanding amount (expressed in U.S. Dollars) of all Canadian Loans, Canadian Letter of Credit Obligations and the aggregate face amount (without discount) of all outstanding Canadian Bankers Acceptances no longer exceeds the Maximum Canadian Exposure; provided, that nothing herein shall diminish the Canadian Borrower's obligation to repay in full all Obligations in respect of the Term Loan on the Term Loan Maturity Date and to repay in full all Obligations in respect of the Revolving Credit Loans owed by the Canadian Borrower on the Revolving Credit Termination Date. (d) Without limiting subsection 2.12(c), if, on any day prior to the Term Loan Maturity Date, the aggregate outstanding amount (expressed in U.S. Dollars) of all Canadian Loans, the Canadian Letter of Credit Obligations and the aggregate face amount of all outstanding Canadian Bankers Acceptances (without discount) exceeds the Maximum Canadian Exposure by five percent (5%) or more, then (i) the Agent shall give notice thereof to the Canadian Borrower and the Canadian Lenders and (ii) within two (2) Business Days thereafter, the Canadian Borrower shall repay or prepay Canadian Loans in accordance with this Agreement in an aggregate principal amount such that, after giving effect thereto, the aggregate outstanding amount (expressed in U.S. Dollars) of all Canadian Loans, the Canadian Letter of Credit Obligations and the aggregate face amount of all outstanding Canadian Bankers Acceptances (without discount) no longer exceeds the Maximum Canadian Exposure. Nothing set forth in this Section 2.12 shall be construed to require the Agent to calculate daily compliance under this Section 2.12. (e) To the extent the repayments and prepayments referenced in Sections 2.12(c) and 2.12(d) are such that, after giving effect thereto, the Canadian Letter of Credit Obligations and the aggregate face amount of all outstanding Canadian Bankers Acceptances (without discount) still exceeds the Maximum Canadian Exposure (expressed in U.S. Dollars), then the Canadian Borrower shall immediately upon demand provide cash collateral to the Agent required to obtain such results.

Currency Fluctuations. (ai) Not later than 1:00 P.M. p.m. (PhiladelphiaToronto, Pennsylvania Ontario time) on the last Business Day of each calendar month (hereinafter referred to as the "Calculation Date"), the Canadian Collateral Agent shall determine the Exchange Rate as of such date. The Exchange Rate so determined shall become effective on the first Business Day immediately following such determination (hereinafter referred to as a "Reset Date") and shall remain effective until the next succeeding Reset Date. (bii) Not later than 4:00 P.M. p.m. (PhiladelphiaToronto, Pennsylvania Ontario time) on each Reset Date, the Canadian Collateral Agent shall determine the Dollar Equivalent of the outstanding Canadian Revolving Credit Loans, Canadian Bankers Acceptances (without discount) and Canadian Letters of Credit denominated in Canadian DollarsCredit. (ciii) If, on any Reset Date and and/or on the Term Loan Maturity Date and Canadian Revolving Credit Termination Date, the aggregate outstanding amount (expressed in U.S. US Dollars) of all Canadian Revolving Credit Loans, Canadian Letter of Credit Obligations and the aggregate face amount of all outstanding Canadian Bankers Acceptances (without discount) exceeds the sum of the Term Loan Commitments and the Canadian Revolving Credit Sublimit expressed in U.S. Dollars US$5,000,000.00 (such sum being hereinafter referred to as the "Maximum Canadian Exposure") [by more than $100,000,] then ), then (ia) the Canadian Collateral Agent shall give notice thereof to the Canadian Borrower and the Canadian Lenders and (iib) within two (2) Business Days thereafter, the Canadian Borrower shall repay or prepay Canadian Revolving Credit Loans in accordance with this Loan Agreement in an aggregate principal amount such that, after giving effect thereto, the aggregate outstanding amount (expressed in U.S. US Dollars) of all Canadian Revolving Credit Loans, Canadian Letter of Credit Obligations and the aggregate face amount (without discount) of all outstanding Canadian Bankers Acceptances no longer exceeds the Maximum Canadian Exposure; provided, that PROVIDED THAT nothing herein shall diminish the Canadian Borrower's obligation to repay in full all Obligations in respect of the Term Loan on the Term Loan Maturity Date Obligations as and to repay in full all Obligations in respect of the Revolving Credit Loans owed when required by the Canadian Borrower on the Revolving Credit Termination Dateterms, conditions and provisions of this Loan Agreement. (div) Without limiting subsection 2.12(c)the terms, conditions and/or provisions of SECTION 2.15(iii) above, if, on any day prior to the Term Loan Maturity Canadian Revolving Credit Termination Date, the aggregate outstanding amount (expressed in U.S. US Dollars) of all Canadian Revolving Credit Loans, the Canadian Letter of Credit Obligations and the aggregate face amount of all outstanding Canadian Bankers Acceptances (without discount) exceeds the Maximum Canadian Exposure by five percent Exposure, then (5%) or more, then (ia) the Canadian Collateral Agent shall give notice thereof to the Canadian Borrower and the Canadian Lenders and (iib) within two (2) Business Days thereafter, the Canadian Borrower shall repay or prepay Canadian Revolving Credit Loans in accordance with the terms, conditions and provisions of this Loan Agreement in an aggregate principal amount such that, after giving effect thereto, the aggregate outstanding amount (expressed in U.S. US Dollars) of all Canadian Revolving Credit Loans, the Canadian Letter of Credit Obligations and the aggregate face amount of all outstanding Canadian Bankers Acceptances (without discount) no longer exceeds the Maximum Canadian Exposure. Nothing set forth in this Section 2.12 SECTION 2.15 shall be construed to require the Canadian Collateral Agent to calculate daily compliance under this Section 2.12SECTION 2.15. (ev) To the extent the repayments and prepayments referenced in Sections 2.12(cSECTIONS 2.15(iii) and 2.12(d2.15(iv) above are such that, after giving effect thereto, the Canadian Letter of Credit Obligations and the aggregate face amount of all outstanding Canadian Bankers Acceptances (without discount) still exceeds the Maximum Canadian Exposure (expressed in U.S. US Dollars), then the Canadian Borrower shall immediately upon demand provide cash collateral to the Canadian Collateral Agent required to obtain such results.

Currency Fluctuations. (ai) Not later than 1:00 P.M. (Philadelphia, Pennsylvania time) on the last Business Day of each calendar month (hereinafter referred to as the "Calculation Date"), the Agent shall determine the Exchange Rate as of such date. The Exchange Rate so determined shall become effective on the first Business Day immediately following such determination (hereinafter referred to as a "Reset Date") and shall remain effective until the next succeeding Reset Date. (bii) Not later than 4:00 P.M. (Philadelphia, Pennsylvania time) on each Reset Date, the Agent shall determine the Dollar Equivalent of the outstanding Canadian Loans, Canadian Bankers Acceptances (without discount) and Canadian Letters of Credit denominated in Canadian Dollars. (ciii) If, on any Reset Date and on the Term Loan #1 Maturity Date and the Revolving Credit Termination Date, the aggregate outstanding amount (expressed in U.S. Dollars) of all Canadian Loans, Canadian Letter of Credit Obligations and the aggregate face amount of all outstanding Canadian Bankers Acceptances (without discount) exceeds the sum of the sum of the Canadian Term Loan Commitments Sublimit and the Canadian Revolving Credit Sublimit expressed in U.S. Dollars (hereinafter such sum being referred to as the "Maximum Canadian Exposure") [by more than $100,000,] US$100,000.00, then (i) the Agent shall give notice thereof to the Canadian Borrower and the Canadian Lenders and (ii) within two (2) Business Days thereafter, the Canadian Borrower shall repay or prepay Canadian Loans in accordance with this Agreement in an aggregate principal amount such that, after giving effect thereto, the aggregate outstanding amount (expressed in U.S. Dollars) of all Canadian Loans, Canadian Letter of Credit Obligations and the aggregate face amount (without discount) of all outstanding Canadian Bankers Acceptances no longer exceeds the Maximum Canadian Exposure; provided, provided that nothing herein shall diminish the Canadian Borrower's obligation to repay in full all Obligations in respect of the Term Loan on the Term Loan Maturity Date and to repay in full all Obligations in respect of the Revolving Credit Loans owed by the Canadian Borrower on the Revolving Credit Termination Date. (div) Without limiting subsection 2.12(cSection 2.13(iii), if, on any day prior to the Term Loan Maturity Date, the aggregate outstanding amount (expressed in U.S. Dollars) of all Canadian Loans, the Canadian Letter of Credit Obligations and the aggregate face amount of all outstanding Canadian Bankers Acceptances (without discount) exceeds the Maximum Canadian Exposure by five percent (5%) or more, then (ia) the Agent shall give notice thereof to the Canadian Borrower and the Canadian Lenders and (iib) within two (2) Business Days thereafter, the Canadian Borrower shall repay or prepay Canadian Loans in accordance with this Agreement in an aggregate principal amount such that, after giving effect thereto, the aggregate outstanding amount (expressed in U.S. Dollars) of all Canadian Loans, the Canadian Letter of Credit Obligations and the aggregate face amount of all outstanding Canadian Bankers Acceptances (without discount) no longer exceeds the Maximum Canadian Exposure. Nothing set forth in this Section 2.12 2.13 shall be construed to require the Agent to calculate daily compliance under this Section 2.122.13. (ev) To the extent the repayments and prepayments referenced in Sections 2.12(c2.13(iii) and 2.12(d2.13(iv) are such that, after giving effect thereto, the Canadian Letter of Credit Obligations and the aggregate face amount of all outstanding Canadian Bankers Acceptances (without discount) still exceeds the Maximum Canadian Exposure (expressed in U.S. Dollars), then the Canadian Borrower shall immediately upon demand provide cash collateral to the Agent required to obtain such results.

Currency Fluctuations. (a) Not later than 1:00 P.M. p.m. (Philadelphia, Pennsylvania Boston time) on the last Business Day of each calendar month or upon the request of any Lender (the "Calculation Date"), the Agent shall determine the Exchange Rate as of such date. The Exchange Rate so determined shall become effective on the first Business Day immediately following such determination (a "Reset Date") and shall remain effective until the next succeeding Reset Date. (b) Not later than 4:00 P.M. p.m. (Philadelphia, Pennsylvania Boston time) on each Reset Date, the Agent shall determine the U.S. Dollar Equivalent of the outstanding Outstanding Canadian Loans, Canadian Bankers Acceptances (without discount) and Canadian Letters of Credit denominated in Canadian Dollars. (c) If, on any Reset Date and on the Term Revolving Credit Loan Maturity Date and Revolving Credit Termination Date, the aggregate outstanding Outstanding amount (expressed in U.S. Dollars) of all Canadian Loans, Canadian Letter of Credit Obligations and the aggregate face amount of all outstanding Canadian Bankers Acceptances (without discount) Loans exceeds the sum of the Term Loan Commitments and the Total Canadian Revolving Credit Sublimit Commitment (expressed in U.S. Dollars (such sum being the "Maximum Canadian Exposure"Dollars) [by more than $100,000,] , then (i) the Agent shall give notice thereof to the Canadian Borrower and the Canadian Lenders and (ii) within two (2) Business Days thereafter, the Canadian Borrower shall repay or prepay Canadian Loans in accordance with this Credit Agreement in an aggregate principal amount such that, after giving effect thereto, the aggregate outstanding Outstanding amount (expressed in U.S. Dollars) of all Canadian Loans, Canadian Letter of Credit Obligations and the aggregate face amount (without discount) of all outstanding Canadian Bankers Acceptances Loans no longer exceeds the Maximum Total Canadian Exposure; provided, that nothing herein shall diminish the Canadian Borrower's obligation to repay Commitment (expressed in full all Obligations in respect of the Term Loan on the Term Loan Maturity Date and to repay in full all Obligations in respect of the Revolving Credit Loans owed by the Canadian Borrower on the Revolving Credit Termination DateU.S. Dollars). (d) Without limiting subsection 2.12(cSection 6.12.1(c), if, on any day prior to the Term Revolving Credit Loan Maturity Date, the aggregate outstanding amount Outstanding Canadian Loans (expressed in U.S. DollarsDollars using the Exchange Rate calculated on or around such day) of all exceed the Total Canadian Loans, Commitment (expressed in U.S. Dollars using the Canadian Letter of Credit Obligations and the aggregate face amount of all outstanding Canadian Bankers Acceptances (without discountExchange Rate calculated on or around such day) exceeds the Maximum Canadian Exposure by five percent (5%) or more, then (i) the Agent shall give notice thereof to the Canadian Borrower and the Canadian Lenders and (ii) within two (2) Business Days thereafter, the Canadian Borrower shall repay or prepay Canadian Loans in accordance with this Credit Agreement in an aggregate principal amount such that, after giving effect thereto, the aggregate outstanding amount Outstanding Canadian Loans (expressed in U.S. Dollars) of all Canadian Loans, the Canadian Letter of Credit Obligations and the aggregate face amount of all outstanding Canadian Bankers Acceptances (without discount) no longer exceeds exceed the Maximum Total Canadian ExposureCommitment (expressed in U.S. Dollars). Nothing set forth in this Section 2.12 6.12 shall be construed to require the Agent to calculate daily compliance under this Section 2.126.12 unless expressly requested to do so by a Lender. (e) To the extent the repayments and prepayments referenced in Sections 2.12(c) and 2.12(d) are such that, after giving effect thereto, the Canadian Letter of Credit Obligations and the aggregate face amount of all outstanding Canadian Bankers Acceptances (without discount) still exceeds the Maximum Canadian Exposure (expressed in U.S. Dollars), then the Canadian Borrower shall immediately upon demand provide cash collateral to the Agent required to obtain such results.

Currency Fluctuations. (a) Not later than 1:00 P.M. (Philadelphia, Pennsylvania time) on the last On each Business Day of each calendar month or such other date determined by Agent (the "“Calculation Date"”), the Agent shall determine the Exchange Rate as of such date. The Exchange Rate so determined shall become effective on the first Business Day immediately following such determination (a "“Reset Date"”) and shall remain effective until the next succeeding Reset Date. (b) Not later than 4:00 P.M. (Philadelphia, Pennsylvania time) on . On each Reset Date, the Agent shall determine the Dollar Equivalent of the outstanding Canadian Loans, Canadian Bankers Acceptances (without discount) Revolver Exposure and Canadian Letters of Credit denominated in Canadian Dollars. (c) the U.K./Dutch Revolver Exposure. If, on any Reset Date and Date: (a) the Total Revolver Exposure exceeds the total amount of the Revolver Commitments on such date, (b) the Term Loan Maturity Date and Revolving Credit Termination DateCanadian Revolver Exposure on such date exceeds the lesser of the Canadian Borrowing Base or the Canadian Revolver Commitments on such date, (c) [reserved], (d) the U.K./Dutch Revolver Exposure on such date exceeds the lesser of the U.K./Dutch Borrowing Base or the U.K./Dutch Revolver Commitments on such date (in any case, the aggregate outstanding amount (expressed in U.S. Dollars) of all Canadian Loans, Canadian Letter of Credit Obligations and the aggregate face amount of all outstanding Canadian Bankers Acceptances (without discountany such excess referred to herein as the “Excess Amount”) exceeds the sum of the Term Loan Commitments and the Canadian Revolving Credit Sublimit expressed in U.S. Dollars (such sum being the "Maximum Canadian Exposure") [by more than $100,000,] then (i) the Agent shall give notice thereof to the Canadian Borrower Agent and the Canadian Lenders and (ii) within two one (21) Business Days Day thereafter, the Canadian Borrower Borrowers shall repay cause such excess to be eliminated, either by repayment of Revolver Loans or prepay Canadian Loans in accordance depositing of Cash Collateral with this Agreement in an aggregate principal amount such that, after giving effect thereto, the aggregate outstanding amount (expressed in U.S. Dollars) of all Canadian Loans, Canadian Letter of Credit Agent with respect to LC Obligations and the aggregate face amount (without discount) of all outstanding Canadian Bankers Acceptances no longer exceeds the Maximum Canadian Exposure; provideduntil such Excess Amount is repaid, that nothing herein Lenders shall diminish the Canadian Borrower's not have any obligation to repay in full all Obligations in respect of the Term Loan on the Term Loan Maturity Date and to repay in full all Obligations in respect of the Revolving Credit make any Loans owed by the Canadian Borrower on the Revolving Credit Termination Date. (d) Without limiting subsection 2.12(c), if, on any day prior to the Term Loan Maturity Date, the aggregate outstanding amount (expressed in U.S. Dollars) of all Canadian Loans, the Canadian Letter of Credit Obligations and the aggregate face amount Issuing Banks shall not have any obligation to issue any Letters of all outstanding Canadian Bankers Acceptances (without discount) exceeds the Maximum Canadian Exposure by five percent (5%) or more, then (i) the Agent shall give notice thereof to the Canadian Borrower and the Canadian Lenders and (ii) within two (2) Business Days thereafter, the Canadian Borrower shall repay or prepay Canadian Loans in accordance with this Agreement in an aggregate principal amount such that, after giving effect thereto, the aggregate outstanding amount (expressed in U.S. Dollars) of all Canadian Loans, the Canadian Letter of Credit Obligations and the aggregate face amount of all outstanding Canadian Bankers Acceptances (without discount) no longer exceeds the Maximum Canadian Exposure. Nothing set forth in this Section 2.12 shall be construed to require the Agent to calculate daily compliance under this Section 2.12Credit. (e) To the extent the repayments and prepayments referenced in Sections 2.12(c) and 2.12(d) are such that, after giving effect thereto, the Canadian Letter of Credit Obligations and the aggregate face amount of all outstanding Canadian Bankers Acceptances (without discount) still exceeds the Maximum Canadian Exposure (expressed in U.S. Dollars), then the Canadian Borrower shall immediately upon demand provide cash collateral to the Agent required to obtain such results.

Currency Fluctuations. (a) Not later than 1:00 P.M. (PhiladelphiaThe applicable Agent or the applicable Swing Line Lender, Pennsylvania time) on the last Business Day of each calendar month (the "Calculation Date")as applicable, the Agent shall determine the Exchange Rate Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of credit extensions and Outstanding Amounts denominated in Canadian Dollars, Sterling and Euros. Such Exchange Rates shall become effective as of such date. The Exchange Rate so determined shall become effective on the first Business Day immediately following such determination (a "Reset Date") Revaluation Date and shall remain effective be the Exchange Rates employed in converting any amounts between the applicable currencies until the next succeeding Reset DateRevaluation Date to occur. Except for purposes of financial statements delivered by the Borrowers hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the applicable Agent or the applicable Swing Line Lender, as applicable. (b) Not later than 4:00 P.M. p.m. (Philadelphia, Pennsylvania Eastern time) on each Reset Revaluation Date, the Agent Canadian Agent, in consultation with the Canadian Swing Line Lender, shall determine the Dollar Equivalent of the outstanding Canadian Loans, Canadian Bankers Acceptances (without discount) and Canadian Letters of Credit Loans denominated in Canadian DollarsDollars and the outstanding Bankers’ Acceptances. Not later than 4:00 p.m. (Eastern time) on each Revaluation Date, the U.K. Agent, shall determine the Dollar Equivalent of the outstanding U.K. Loans denominated in Sterling and Euros. (c) If, on any Reset Date and on the Term Loan Maturity Date and Revolving Credit Termination Revaluation Date, the aggregate outstanding amount (expressed in U.S. Dollars) Outstanding Amount of all Canadian Loans, Canadian Letter of Credit Obligations Loans and the aggregate face amount of all outstanding Canadian Bankers Acceptances (without discount) Bankers’ Acceptances, exceeds the sum Total Canadian Commitment (the amount of such excess referred to herein as the Term Loan Commitments and the “Canadian Revolving Credit Sublimit expressed in U.S. Dollars (such sum being the "Maximum Canadian Exposure"Excess Amount”) [by more than $100,000,] one percent (1%) of the aggregate amount of the Total Canadian Commitment, then (i) the Canadian Agent shall give notice thereof to the Canadian Borrower Borrowers and the Canadian Lenders Banks and (ii) within two (2) Business Days thereafter, the Canadian Borrower Borrowers shall repay or prepay Canadian Loans in accordance with this Agreement in an aggregate principal amount such that, after giving effect thereto, the aggregate outstanding amount (expressed in U.S. Dollars) Outstanding Amount of all Canadian Loans, Canadian Letter of Credit Obligations and the aggregate face amount (without discount) of all outstanding Canadian Bankers Acceptances no longer exceeds the Maximum Canadian Exposure; provided, that nothing herein shall diminish the Canadian Borrower's obligation to repay in full all Obligations in respect of the Term Loan on the Term Loan Maturity Date and to repay in full all Obligations in respect of the Revolving Credit Loans owed by the Canadian Borrower on the Revolving Credit Termination Date. (d) Without limiting subsection 2.12(c), if, on any day prior to the Term Loan Maturity Date, the aggregate outstanding amount (expressed in U.S. Dollars) of all Canadian Loans, the Canadian Letter of Credit Obligations and the aggregate face amount of all outstanding Canadian Bankers Bankers’ Acceptances (without discount) no longer exceeds the Maximum Total Canadian Exposure Commitment. Notwithstanding the foregoing, to avoid the incurrence of breakage costs with respect to Canadian Loans which are LIBOR Rate Loans, the Canadian Borrowers shall not be obligated to repay any Canadian Loan that is a LIBOR Rate Loan until the end of the Interest Period relating thereto to the extent that the unused amount of the Domestic Commitments of the Domestic Banks which are affiliates of the Canadian Banks shall be greater than or equal to the Canadian Excess Amount. On each Revaluation Date and until the Canadian Loans are repaid in accordance with the first sentence of this paragraph (c), the Total Domestic Commitment shall be automatically reduced by five an amount equal to the Canadian Excess Amount. Such reduction shall be made by reducing the Domestic Commitments of each such Domestic Bank that is an affiliate of a Canadian Bank by an amount equal to such Domestic Bank’s Domestic Commitment Percentage of the Canadian Excess Amount. (d) If, on any Revaluation Date, the Outstanding Amount of all U.K. Loans exceeds the Total U.K. Commitment (the amount of such excess referred to herein as the “U.K. Excess Amount”) by more than one percent (51%) or moreof the Total U.K. Commitment, then (i) the U.K. Agent shall give notice thereof to the Canadian Borrower U.K. Borrowers and the Canadian Lenders U.K. Banks and (ii) within two (2) Business Days thereafter, the Canadian Borrower U.K. Borrowers shall repay or prepay Canadian U.K. Loans in accordance with this Agreement in an aggregate principal amount such that, after giving effect thereto, the aggregate outstanding amount (expressed in U.S. Dollars) Outstanding Amount of all Canadian Loans, the Canadian Letter of Credit Obligations and the aggregate face amount of all outstanding Canadian Bankers Acceptances (without discount) U.K. Loans no longer exceeds the Maximum Canadian ExposureTotal U.K. Commitment. Nothing set forth in this Section 2.12 Notwithstanding the foregoing, to avoid the incurrence of breakage costs with respect to U.K. Loans which are LIBOR Rate Loans, the U.K. Borrowers shall not be obligated to repay any U.K. Loan that is a LIBOR Rate Loan until the end of the Interest Period relating thereto to the extent that the unused amount of the Domestic Commitments of the Domestic Banks which are affiliates of the U.K. Banks shall be construed greater than or equal to require the Agent to calculate daily compliance under U.K. Excess Amount. On each Revaluation Date and until the U.K. Loans are repaid in accordance with the first sentence of this Section 2.12. paragraph (e) To the extent the repayments and prepayments referenced in Sections 2.12(c) and 2.12(d) are such that, after giving effect theretod), the Canadian Letter of Credit Obligations and the aggregate face Total Domestic Commitment shall be automatically reduced by an amount of all outstanding Canadian Bankers Acceptances (without discount) still exceeds the Maximum Canadian Exposure (expressed in U.S. Dollars), then the Canadian Borrower shall immediately upon demand provide cash collateral equal to the Agent required U.K. Excess Amount. Such reduction shall be made by reducing the Domestic Commitments of each such Domestic Bank that is an affiliate of a U.K. Bank by an amount equal to obtain such resultsDomestic Bank’s Domestic Commitment Percentage of the U.K. Excess Amount.

Currency Fluctuations. (a) Not later than 1:00 P.M. (PhiladelphiaThe Administrative Agent or the Issuing Bank, Pennsylvania time) on the last Business Day of each calendar month (the "Calculation Date")as applicable, the Agent shall determine the Exchange Rate Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of credit extensions and Outstanding Amounts denominated in Canadian Dollars, Sterling and Euros. Such Exchange Rates shall become effective as of such date. The Exchange Rate so determined shall become effective on the first Business Day immediately following such determination (a "Reset Date") Revaluation Date and shall remain effective be the Exchange Rates employed in converting any amounts between the applicable currencies until the next succeeding Reset DateRevaluation Date to occur. Except for purposes of financial statements delivered by the Borrowers hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Agents or the Issuing Bank, as applicable. (b) Not later than 4:00 P.M. p.m. (Philadelphia, Pennsylvania Boston time) on each Reset Revaluation Date, the Administrative Agent shall shall, in consultation with the Canadian Agent and the U.K. Agent, determine the Dollar Equivalent of the outstanding Canadian Loans, Canadian Bankers Acceptances (without discount) and Canadian Letters of Credit Loans denominated in Canadian Dollars, Bankers’ Acceptances and U.K. Loans denominated in Sterling and Euros. (c) If, on any Reset Date and on the Term Loan Maturity Date and Revolving Credit Termination Revaluation Date, the aggregate outstanding amount (expressed in U.S. Dollars) Outstanding Amount of all Canadian Loans, Canadian Letter of Credit Obligations Loans and the aggregate face amount of all outstanding Canadian Bankers Acceptances (without discount) Bankers’ Acceptances, exceeds the sum Total Canadian Commitment (the amount of such excess referred to herein as the Term Loan Commitments and the “Canadian Revolving Credit Sublimit expressed in U.S. Dollars (such sum being the "Maximum Canadian Exposure"Excess Amount”) [by more than $100,000,] one percent (1%) of the aggregate amount of such Commitment, then (iA) the Canadian Agent shall give notice thereof to the Canadian Borrower Borrowers, the Issuing Bank and the Canadian Lenders Banks and (iiB) within two (2) Business Days thereafter, the Canadian Borrower Borrowers shall repay or prepay Canadian Loans in accordance with this Agreement in an aggregate principal amount such that, after giving effect thereto, the aggregate outstanding amount (expressed in U.S. Dollars) Outstanding Amount of all Canadian Loans, Canadian Letter of Credit Obligations and the aggregate face amount (without discount) of all outstanding Canadian Bankers Acceptances no longer exceeds the Maximum Canadian Exposure; provided, that nothing herein shall diminish the Canadian Borrower's obligation to repay in full all Obligations in respect of the Term Loan on the Term Loan Maturity Date and to repay in full all Obligations in respect of the Revolving Credit Loans owed by the Canadian Borrower on the Revolving Credit Termination Date. (d) Without limiting subsection 2.12(c), if, on any day prior to the Term Loan Maturity Date, the aggregate outstanding amount (expressed in U.S. Dollars) of all Canadian Loans, the Canadian Letter of Credit Obligations and the aggregate face amount of all outstanding Canadian Bankers Bankers’ Acceptances (without discount) no longer exceeds the Maximum Total Canadian Exposure Commitment. Notwithstanding the foregoing, to avoid the incurrence of breakage costs with respect to Canadian Loans which are LIBOR Rate Loans, the Canadian Borrowers shall not be obligated to repay any Canadian Loan that is a LIBOR Rate Loan until the end of the Interest Period relating thereto to the extent that the unused amount of the Domestic Commitments of the Domestic Banks which are affiliates of the Canadian Banks shall be greater than or equal to the Canadian Excess Amount. On each Revaluation Date and until the Canadian Loans are repaid in accordance with the first sentence of this paragraph (c), the Total Domestic Commitment shall be automatically reduced by five an amount equal to the Canadian Excess Amount. Such reduction shall be made by reducing the Domestic Commitments of each such Domestic Bank that is an affiliate of a Canadian Bank by an amount equal to such Domestic Bank’s Domestic Commitment Percentage of the Canadian Excess Amount. (d) If, on any Revaluation Date, the Outstanding Amount of all U.K. Loans exceeds the Total U.K. Commitment (the amount of such excess referred to herein as the “U.K. Excess Amount”) by more than one percent (51%) or moreof the aggregate amount of such Commitment, then (iA) the U.K. Agent shall give notice thereof to the Canadian Borrower U.K. Borrowers and the Canadian Lenders U.K. Banks and (iiB) within two (2) Business Days thereafter, the Canadian Borrower U.K. Borrowers shall repay or prepay Canadian U.K. Loans in accordance with this Agreement in an aggregate principal amount such that, after giving effect thereto, the aggregate outstanding amount (expressed in U.S. Dollars) Outstanding Amount of all Canadian Loans, the Canadian Letter of Credit Obligations and the aggregate face amount of all outstanding Canadian Bankers Acceptances (without discount) U.K. Loans no longer exceeds the Maximum Canadian Exposure. Nothing set forth in this Section 2.12 shall be construed to require the Agent to calculate daily compliance under this Section 2.12. (e) To the extent the repayments and prepayments referenced in Sections 2.12(c) and 2.12(d) are such that, after giving effect thereto, the Canadian Letter of Credit Obligations and the aggregate face amount of all outstanding Canadian Bankers Acceptances (without discount) still exceeds the Maximum Canadian Exposure (expressed in U.S. Dollars), then the Canadian Borrower shall immediately upon demand provide cash collateral to the Agent required to obtain such results.Total U.K.

Currency Fluctuations. (a) Not later than 1:00 P.M. p.m. (PhiladelphiaHouston, Pennsylvania Texas time) on the last Business Day of each calendar month (the "Calculation Date"), the U.S. Agent shall determine the Exchange Rate applicable to Canadian Dollars as of such dateCalculation Date. The For purposes of this Section and Section 3.2(b)(4) hereof, the Exchange Rate so determined shall become effective on the first Business Day immediately following such determination the relevant Calculation Date (a "Reset Date") and shall remain effective until the next succeeding Reset Date). (b) Not later than 4:00 P.M. p.m. (PhiladelphiaHouston, Pennsylvania Texas time) on each Reset Date, the U.S. Agent shall consult with the Canadian Agent and the Agents shall determine the Dollar Equivalent of aggregate Canadian Obligations, the outstanding Canadian Loans, Canadian Bankers Acceptances (without discount) aggregate U.S. Revolving Loan Obligations and Canadian Letters of Credit denominated in Canadian Dollarsthe aggregate U.K. Obligations. (c) If, on any Reset Date and or on the Term Loan Maturity Date and Revolving Credit Termination Datedate of any reallocation of the U.S. Commitments, the aggregate outstanding amount (expressed in U.S. Dollars) of all Canadian Loans, Canadian Letter of Credit Obligations Commitments and the aggregate face amount of all outstanding Canadian Bankers Acceptances (without discountU.K. Commitments pursuant to Section 2.4(c) exceeds hereof, the sum of the Term aggregate U.S. Revolving Loan Obligations, the U.K. Obligations and the Canadian Obligations exceeds the aggregate of all of the U.S. Commitments, the Canadian Commitments and the Canadian Revolving Credit Sublimit expressed in U.S. Dollars (such sum being the "Maximum Canadian Exposure") [by more than $100,000,] U.K. Commitments, then (i) the Agents shall give notice thereof to the Lenders and Borrowers and (ii) the Borrowers shall within two (2) Business Days thereafter, repay or prepay Loans (or provide Cover for Letter of Credit Liabilities or Bankers' Acceptance Liabilities) in accordance with this Agreement in an aggregate principal amount sufficient to reduce the sum of the aggregate U.S. Revolving Loan Obligations, the U.K. Obligations and the Canadian Obligations to the aggregate of all of the U.S. Commitments, the Canadian Commitments and the U.K. Commitments. (d) If, on any day prior to the Termination Date, the Canadian Obligations exceed the aggregate of all of the Canadian Commitments, then (i) the Canadian Agent shall give notice thereof to the Canadian Borrower and the Canadian Lenders and (ii) within two (2) Business Days thereafter, the Canadian Borrower shall repay or prepay Canadian Revolving Loans (or provide Cover for Letter of Credit Liabilities relating to Canadian Letters of Credit or Bankers' Acceptance Liabilities) in accordance with this Agreement in an aggregate principal amount such that, after giving effect thereto, the Canadian Obligations shall not exceed the aggregate outstanding amount (expressed in U.S. Dollars) of all Canadian Loans, Canadian Letter of Credit Obligations and the aggregate face amount (without discount) of all outstanding Canadian Bankers Acceptances no longer exceeds the Maximum Canadian Exposure; provided, that nothing herein shall diminish the Canadian Borrower's obligation to repay in full all Obligations in respect of the Term Loan on the Term Loan Maturity Date and to repay in full all Obligations in respect of the Revolving Credit Loans owed by the Canadian Borrower on the Revolving Credit Termination DateCommitments. (d) Without limiting subsection 2.12(c), if, on any day prior to the Term Loan Maturity Date, the aggregate outstanding amount (expressed in U.S. Dollars) of all Canadian Loans, the Canadian Letter of Credit Obligations and the aggregate face amount of all outstanding Canadian Bankers Acceptances (without discount) exceeds the Maximum Canadian Exposure by five percent (5%) or more, then (i) the Agent shall give notice thereof to the Canadian Borrower and the Canadian Lenders and (ii) within two (2) Business Days thereafter, the Canadian Borrower shall repay or prepay Canadian Loans in accordance with this Agreement in an aggregate principal amount such that, after giving effect thereto, the aggregate outstanding amount (expressed in U.S. Dollars) of all Canadian Loans, the Canadian Letter of Credit Obligations and the aggregate face amount of all outstanding Canadian Bankers Acceptances (without discount) no longer exceeds the Maximum Canadian Exposure. Nothing set forth in this Section 2.12 shall be construed to require the Agent to calculate daily compliance under this Section 2.12. (e) To the extent the repayments and prepayments referenced in Sections 2.12(c) and 2.12(d) are such that, after giving effect thereto, the Canadian Letter of Credit Obligations and the aggregate face amount of all outstanding Canadian Bankers Acceptances (without discount) still exceeds the Maximum Canadian Exposure (expressed in U.S. Dollars), then the Canadian Borrower shall immediately upon demand provide cash collateral to the Agent required to obtain such results.

Currency Fluctuations. (a) Not later than 1:00 P.M. (PhiladelphiaThe applicable Agent or the applicable Swing Line Lender, Pennsylvania time) on the last Business Day of each calendar month (the "Calculation Date")as applicable, the Agent shall determine the Exchange Rate Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of credit extensions and Outstanding Amounts denominated in Canadian Dollars, Sterling and Euros. Such Exchange Rates shall become effective as of such date. The Exchange Rate so determined shall become effective on the first Business Day immediately following such determination (a "Reset Date") Revaluation Date and shall remain effective be the Exchange Rates employed in converting any amounts between the applicable currencies until the next succeeding Reset DateRevaluation Date to occur. Except for purposes of financial statements delivered by the Borrowers hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the applicable Agent or the applicable Swing Line Lender, as applicable. (b) Not later than 4:00 P.M. p.m. (Philadelphia, Pennsylvania Eastern time) on each Reset Revaluation Date, the Agent Canadian Agent, in consultation with the Canadian Swing Line Lender, shall determine the Dollar Equivalent of the outstanding Canadian Loans, Canadian Bankers Acceptances (without discount) and Canadian Letters of Credit Loans denominated in Canadian DollarsDollars and the outstanding Bankers’ Acceptances. Not later than 4:00 p.m. (Eastern time) on each Revaluation Date, the U.K. Agent, in consultation with the U.K. Swing Line Lender, shall determine the Dollar Equivalent of the outstanding U.K. Loans denominated in Sterling and Euros. (c) If, on any Reset Date and on the Term Loan Maturity Date and Revolving Credit Termination Revaluation Date, the aggregate outstanding amount (expressed in U.S. Dollars) Outstanding Amount of all Canadian Loans, Canadian Letter of Credit Obligations Loans and the aggregate face amount of all outstanding Canadian Bankers Acceptances (without discount) Bankers’ Acceptances, exceeds the sum Total Canadian Commitment (the amount of such excess referred to herein as the Term Loan Commitments and the “Canadian Revolving Credit Sublimit expressed in U.S. Dollars (such sum being the "Maximum Canadian Exposure"Excess Amount”) [by more than $100,000,] one percent (1%) of the aggregate amount of the Total Canadian Commitment, then (i) the Canadian Agent shall give notice thereof to the Canadian Borrower Borrowers and the Canadian Lenders Banks and (ii) within two (2) Business Days thereafter, the Canadian Borrower Borrowers shall repay or prepay Canadian Loans in accordance with this Agreement in an aggregate principal amount such that, after giving effect thereto, the aggregate outstanding amount (expressed in U.S. Dollars) Outstanding Amount of all Canadian Loans, Canadian Letter of Credit Obligations and the aggregate face amount (without discount) of all outstanding Canadian Bankers Acceptances no longer exceeds the Maximum Canadian Exposure; provided, that nothing herein shall diminish the Canadian Borrower's obligation to repay in full all Obligations in respect of the Term Loan on the Term Loan Maturity Date and to repay in full all Obligations in respect of the Revolving Credit Loans owed by the Canadian Borrower on the Revolving Credit Termination Date. (d) Without limiting subsection 2.12(c), if, on any day prior to the Term Loan Maturity Date, the aggregate outstanding amount (expressed in U.S. Dollars) of all Canadian Loans, the Canadian Letter of Credit Obligations and the aggregate face amount of all outstanding Canadian Bankers Bankers’ Acceptances (without discount) no longer exceeds the Maximum Total Canadian Exposure Commitment. Notwithstanding the foregoing, to avoid the incurrence of breakage costs with respect to Canadian Loans which are LIBOR Rate Loans, the Canadian Borrowers shall not be obligated to repay any Canadian Loan that is a LIBOR Rate Loan until the end of the Interest Period relating thereto to the extent that the unused amount of the Domestic Commitments of the Domestic Banks which are affiliates of the Canadian Banks shall be greater than or equal to the Canadian Excess Amount. On each Revaluation Date and until the Canadian Loans are repaid in accordance with the first sentence of this paragraph (c), the Total Domestic Commitment shall be automatically reduced by five an amount equal to the Canadian Excess Amount. Such reduction shall be made by reducing the Domestic Commitments of each such Domestic Bank that is an affiliate of a Canadian Bank by an amount equal to such Domestic Bank’s Domestic Commitment Percentage of the Canadian Excess Amount. (d) If, on any Revaluation Date, the Outstanding Amount of all U.K. Loans exceeds the Total U.K. Commitment (the amount of such excess referred to herein as the “U.K. Excess Amount”) by more than one percent (51%) or moreof the Total U.K. Commitment, then (i) the U.K. Agent shall give notice thereof to the Canadian Borrower U.K. Borrowers and the Canadian Lenders U.K. Banks and (ii) within two (2) Business Days thereafter, the Canadian Borrower U.K. Borrowers shall repay or prepay Canadian U.K. Loans in accordance with this Agreement in an aggregate principal amount such that, after giving effect thereto, the aggregate outstanding amount (expressed in U.S. Dollars) Outstanding Amount of all Canadian Loans, the Canadian Letter of Credit Obligations and the aggregate face amount of all outstanding Canadian Bankers Acceptances (without discount) U.K. Loans no longer exceeds the Maximum Canadian Exposure. Nothing set forth in this Section 2.12 shall be construed to require the Agent to calculate daily compliance under this Section 2.12. (e) To the extent the repayments and prepayments referenced in Sections 2.12(c) and 2.12(d) are such that, after giving effect thereto, the Canadian Letter of Credit Obligations and the aggregate face amount of all outstanding Canadian Bankers Acceptances (without discount) still exceeds the Maximum Canadian Exposure (expressed in U.S. Dollars), then the Canadian Borrower shall immediately upon demand provide cash collateral to the Agent required to obtain such results.Total U.K.

Currency Fluctuations. (a) Not later than 1:00 P.M. p.m. (Philadelphia, Pennsylvania Boston time) on the last Business Day of each calendar month (the "Calculation Date"), the Administrative Agent shall determine the Exchange Rate as of such date. The Exchange Rate so determined shall become effective on the first Business Day immediately following such determination (a "Reset Date") and shall remain effective until the next succeeding Reset Date. (b) Not later than 4:00 P.M. p.m. (Philadelphia, Pennsylvania Boston time) on each Reset Date, the Administrative Agent shall consult with the Canadian Agent to determine the U.S. Dollar Equivalent of the outstanding Canadian Loans, Canadian Bankers Bankers' Acceptances (without discount) and Canadian Letters of Credit denominated in Canadian Dollars. (c) If, on any Reset Date and on the Term Loan Maturity Date and Revolving Credit Termination Date, the aggregate outstanding amount (expressed in U.S. Dollars) of all Canadian Loans, Canadian Letter of Credit Obligations and the aggregate face amount of all outstanding Canadian Bankers Acceptances (without discount) exceeds the sum of the Term Loan Commitments and the Canadian Revolving Credit Sublimit expressed in U.S. Dollars (such sum being the "Maximum Canadian Exposure") [by more than $100,000,] then (i) the Agent shall give notice thereof to the Canadian Borrower and the Canadian Lenders and (ii) within two (2) Business Days thereafter, the Canadian Borrower shall repay or prepay Canadian Loans in accordance with this Agreement in an aggregate principal amount such that, after giving effect thereto, the aggregate outstanding amount (expressed in U.S. Dollars) of all Canadian Loans, Canadian Letter of Credit Obligations and the aggregate face amount (without discount) of all outstanding Canadian Bankers Acceptances no longer exceeds the Maximum Canadian Exposure; provided, that nothing herein shall diminish the Canadian Borrower's obligation to repay in full all Obligations in respect of the Term Loan on the Term Loan Maturity Date and to repay in full all Obligations in respect of the Revolving Credit Loans owed by the Canadian Borrower on the Revolving Credit Termination Date. (d) Without limiting subsection 2.12(c), if, on any day prior to the Term Loan Maturity Date, the aggregate outstanding amount (expressed in U.S. Dollars) of all Canadian Loans, the Maximum Drawing Amount with respect to Canadian Letter Letters of Credit Obligations Credit, and the aggregate face amount of all outstanding Canadian Bankers Bankers' Acceptances (without discount) exceeds the Maximum Total Canadian Exposure Commitment by five percent (5%) or moremore than $100,000, then (i) the Canadian Agent shall give notice thereof to the Canadian Borrower Borrowers and the Canadian Lenders Banks and (ii) within two (2) Business Days thereafter, the Canadian Borrower Borrowers shall repay or prepay Canadian Loans in accordance with this Agreement in an aggregate principal amount such that, after giving effect thereto, the aggregate outstanding amount (expressed in U.S. Dollars) of all Canadian Loans, the Maximum Drawing Amount with respect to Canadian Letter Letters of Credit Obligations and the aggregate face amount of all outstanding Canadian Bankers Bankers' Acceptances (without discount) no longer exceeds the Total Canadian Commitment (expressed in U.S. Dollars). (d) Without limiting subsection Section 5.11.1(c), if, on any day prior to the Revolving Credit Maturity Date, the aggregate outstanding amount (expressed in U.S. Dollars) of all Canadian Loans, the Maximum Drawing Amount with respect to Canadian ExposureLetters of Credit and the aggregate face amount of all outstanding Bankers' Acceptances exceeds the Total Canadian Commitment by five percent (5%) or more, then (i) the Canadian Agent shall give notice thereof to the Canadian Borrowers and the Canadian Banks and (ii) within two (2) Business Days thereafter, the Canadian Borrowers shall repay or prepay Canadian Loans in accordance with this Agreement in an aggregate principal amount such that, after giving effect thereto, the aggregate outstanding amount (expressed in U.S. Dollars) of all Canadian Loans, the Maximum Drawing Amount with respect to Canadian Letters of Credit and the aggregate face amount of all outstanding Bankers' Acceptances no longer exceeds the Total Canadian Commitment (expressed in U.S. Dollars). Nothing set forth in this Section 2.12 5.11 shall be construed to require the any Bank Agent to calculate daily compliance under this Section 2.125.11 unless expressly requested to do so by a Bank. (e) To the extent the repayments and prepayments referenced in Sections 2.12(cSection 5.11.1(c) and 2.12(dSection 5.11.1(d) are such that, after giving effect thereto, the Maximum Drawing Amount with respect to Canadian Letter Letters of Credit Obligations and the aggregate face amount of all outstanding Canadian Bankers Bankers' Acceptances (without discountexpressed in U.S. Dollars) still exceeds the Maximum Total Canadian Exposure Commitment (expressed in U.S. Dollars), then the Canadian Borrower Borrowers shall immediately within two (2) Business Days upon demand provide to the Canadian Agent cash collateral to the Agent required to obtain cover such resultsremaining excess.

Currency Fluctuations. (a) Not later than 1:00 P.M. (PhiladelphiaThe Administrative Agent or the Issuing Bank, Pennsylvania time) on the last Business Day of each calendar month (the "Calculation Date")as applicable, the Agent shall determine the Exchange Rate Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of credit extensions and Outstanding Amounts denominated in Canadian Dollars, Sterling and Euros. Such Exchange Rates shall become effective as of such date. The Exchange Rate so determined shall become effective on the first Business Day immediately following such determination (a "Reset Date") Revaluation Date and shall remain effective be the Exchange Rates employed in converting any amounts between the applicable currencies until the next succeeding Reset DateRevaluation Date to occur. Except for purposes of financial statements delivered by the Borrowers hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Agents or the Issuing Bank, as applicable. (b) Not later than 4:00 P.M. p.m. (Philadelphia, Pennsylvania Eastern time) on each Reset Revaluation Date, the Administrative Agent shall shall, in consultation with the Canadian Agent and the U.K. Agent, determine the Dollar Equivalent of the outstanding Canadian Loans, Canadian Bankers Acceptances (without discount) and Canadian Letters of Credit Loans denominated in Canadian Dollars, Bankers’ Acceptances and U.K. Loans denominated in Sterling and Euros. (c) If, on any Reset Date and on the Term Loan Maturity Date and Revolving Credit Termination Revaluation Date, the aggregate outstanding amount (expressed in U.S. Dollars) Outstanding Amount of all Canadian Loans, Canadian Letter of Credit Obligations Loans and the aggregate face amount of all outstanding Canadian Bankers Acceptances (without discount) Bankers’ Acceptances, exceeds the sum Total Canadian Commitment (the amount of such excess referred to herein as the Term Loan Commitments and the “Canadian Revolving Credit Sublimit expressed in U.S. Dollars (such sum being the "Maximum Canadian Exposure"Excess Amount”) [by more than $100,000,] one percent (1%) of the aggregate amount of such Commitment, then (iA) the Canadian Agent shall give notice thereof to the Canadian Borrower Borrowers, the Issuing Bank and the Canadian Lenders Banks and (iiB) within two (2) Business Days thereafter, the Canadian Borrower Borrowers shall repay or prepay Canadian Loans in accordance with this Agreement in an aggregate principal amount such that, after giving effect thereto, the aggregate outstanding amount (expressed in U.S. Dollars) Outstanding Amount of all Canadian Loans, Canadian Letter of Credit Obligations and the aggregate face amount (without discount) of all outstanding Canadian Bankers Acceptances no longer exceeds the Maximum Canadian Exposure; provided, that nothing herein shall diminish the Canadian Borrower's obligation to repay in full all Obligations in respect of the Term Loan on the Term Loan Maturity Date and to repay in full all Obligations in respect of the Revolving Credit Loans owed by the Canadian Borrower on the Revolving Credit Termination Date. (d) Without limiting subsection 2.12(c), if, on any day prior to the Term Loan Maturity Date, the aggregate outstanding amount (expressed in U.S. Dollars) of all Canadian Loans, the Canadian Letter of Credit Obligations and the aggregate face amount of all outstanding Canadian Bankers Bankers’ Acceptances (without discount) no longer exceeds the Maximum Total Canadian Exposure Commitment. Notwithstanding the foregoing, to avoid the incurrence of breakage costs with respect to Canadian Loans which are LIBOR Rate Loans, the Canadian Borrowers shall not be obligated to repay any Canadian Loan that is a LIBOR Rate Loan until the end of the Interest Period relating thereto to the extent that the unused amount of the Domestic Commitments of the Domestic Banks which are affiliates of the Canadian Banks shall be greater than or equal to the Canadian Excess Amount. On each Revaluation Date and until the Canadian Loans are repaid in accordance with the first sentence of this paragraph (c), the Total Domestic Commitment shall be automatically reduced by five an amount equal to the Canadian Excess Amount. Such reduction shall be made by reducing the Domestic Commitments of each such Domestic Bank that is an affiliate of a Canadian Bank by an amount equal to such Domestic Bank’s Domestic Commitment Percentage of the Canadian Excess Amount. (d) If, on any Revaluation Date, the Outstanding Amount of all U.K. Loans exceeds the Total U.K. Commitment (the amount of such excess referred to herein as the “U.K. Excess Amount”) by more than one percent (51%) or moreof the aggregate amount of such Commitment, then (iA) the U.K. Agent shall give notice thereof to the Canadian Borrower U.K. Borrowers and the Canadian Lenders U.K. Banks and (iiB) within two (2) Business Days thereafter, the Canadian Borrower U.K. Borrowers shall repay or prepay Canadian U.K. Loans in accordance with this Agreement in an aggregate principal amount such that, after giving effect thereto, the aggregate outstanding amount (expressed in U.S. Dollars) Outstanding Amount of all Canadian Loans, the Canadian Letter of Credit Obligations and the aggregate face amount of all outstanding Canadian Bankers Acceptances (without discount) U.K. Loans no longer exceeds the Maximum Canadian Exposure. Nothing set forth in this Section 2.12 shall be construed to require the Agent to calculate daily compliance under this Section 2.12. (e) To the extent the repayments and prepayments referenced in Sections 2.12(c) and 2.12(d) are such that, after giving effect thereto, the Canadian Letter of Credit Obligations and the aggregate face amount of all outstanding Canadian Bankers Acceptances (without discount) still exceeds the Maximum Canadian Exposure (expressed in U.S. Dollars), then the Canadian Borrower shall immediately upon demand provide cash collateral to the Agent required to obtain such results.Total U.K.