Common use of Canadian Agent Advances Clause in Contracts

Canadian Agent Advances. (i) Subject to the limitations set forth below, the Agent is authorized by the Canadian Borrowers and the Lenders, from time to time in the Agent’s sole discretion, upon notice to the Canadian Lenders, (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other conditions precedent set forth in Article IX have not been satisfied, to make Canadian Prime Rate Loans to the Canadian Borrowers on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed the lesser of (x) 10% of the Maximum Canadian Revolver Amount and (y) $75,000,000 minus the aggregate principal amount of U.S. Agent Advances outstanding at such time (provided that the making of any such Loan does not cause the Aggregate Canadian Revolver Outstandings to exceed the Maximum Canadian Revolver Amount) which the Agent, in its good faith judgment, deems necessary or desirable (1) to preserve or protect the Canadian Collateral, or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations (including through Base Rate Loans for the purpose of enabling any Canadian Borrower to meet its payroll and associated Tax obligations), and/or (3) to pay any other amount chargeable to any Canadian Borrower pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 14.7 (any of such advances are herein referred to as “Canadian Agent Advances”); provided, that with respect to Canadian Agent Advances that exceed Availability, (x) such Canadian Agent Advances shall not be outstanding for more than 30 consecutive days and (y) the aggregate outstanding principal amount thereof shall not at any time exceed $50,000,000 minus the aggregate principal amount of U.S. Agent Advances outstanding at such time; provided, further, that the Required Lenders may at any time revoke the Agent’s authorization to make Canadian Agent Advances. Any such revocation must be in writing and shall become effective prospectively upon the Agent’s receipt thereof.

Canadian Agent Advances. (i) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrowers Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion, upon notice to the Canadian Lenders, (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other conditions precedent set forth in Article IX Section 6 have not been satisfied, to make ABR Loans or Canadian Prime Rate Loans to the Canadian Borrowers Borrower on behalf of the Canadian Revolving Lenders in an aggregate principal amount outstanding Outstanding Amount at any time not to exceed the lesser of $15,000,000 (x) 10% of the Maximum Canadian Revolver Amount and (y) $75,000,000 minus provided that, after giving effect thereto, the aggregate principal amount Outstanding Amount of U.S. Canadian Revolving Loans, Canadian Agent Advances outstanding at such time (provided that the making Advances, Canadian Swingline Loans and Canadian Letter of any such Loan Credit Obligations does not cause the Aggregate Canadian Revolver Outstandings to exceed the Maximum Total Canadian Revolver AmountRevolving Commitment) which the Canadian Administrative Agent, in its good faith judgment, deems necessary or desirable (1) to preserve or protect the Canadian Collateral, or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of, repayment of the Revolving Loans and other Obligations (including through Base ABR Loans or Canadian Prime Rate Loans for the purpose of enabling any the Canadian Borrower to meet its their payroll and associated Tax tax obligations), and/or (3) to pay any other amount chargeable to any the Canadian Borrower pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 14.7 12.5 (any of such advances are herein referred to as “Canadian Agent Advances”); provided, provided that with respect to Canadian Agent Advances that exceed Availability, (x) such Canadian Agent Advances shall not be outstanding for more than 30 consecutive days and (y) unless the aggregate outstanding principal amount thereof shall not at any time exceed $50,000,000 minus the aggregate principal amount of U.S. Agent Advances outstanding at such timeAvailability Conditions are satisfied; provided, further, that the Required Lenders may at any time revoke the Canadian Administrative Agent’s authorization to make Canadian Agent Advances. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time, the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations as described in Section 2.3(h)(ii). (ii) Upon the making of a Canadian Agent Advance by the Canadian Administrative Agent (whether before or after the occurrence of a Default or an Event of Default), each Canadian Revolving Lender shall be deemed, without further action by any party hereto, unconditionally and irrevocably to have purchased from the Canadian Administrative Agent, without recourse or warranty, an undivided interest and participation in such Canadian Agent Advance in proportion to its Pro Rata Share of the Canadian Revolving Commitments. All principal and interest payable on such Canadian Agent Advance shall be for the account of the Canadian Administrative Agent until the date, if any, on which the Canadian Administrative Agent requires any Canadian Revolving Lender to fund its participation in any Canadian Agent Advance purchased hereunder; after such date, the Canadian Administrative Agent shall promptly distribute to such Canadian Revolving Lender, such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Canadian Administrative Agent in respect of such Canadian Agent Advance. (iii) The Canadian Agent Advances shall be secured by the Collateral Agent’s Liens in and to the Collateral and shall constitute ABR Loans or Canadian Prime Rate Loans, and Canadian Obligations (in the case of Canadian Agent Advances to the Canadian Borrower) hereunder.

Canadian Agent Advances. (i) Subject to the limitations set forth below, the Agent acting through its Canada Branch is authorized by the Canadian Borrowers Borrower and the Canadian Lenders, from time to time in the Agent’s 's sole discretion, upon notice to the Canadian Lenders, (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other conditions precedent set forth in Article IX have not been satisfied, to make Canadian Prime Rate Revolving Loans to the Canadian Borrowers Borrower on behalf of the Canadian Lenders in an aggregate principal amount outstanding at any time not to exceed the lesser of (x) 10% of the Canadian Borrowing Base then in effect but not in excess of the Maximum Canadian Revolver Amount and (y) $75,000,000 minus the aggregate principal amount of U.S. Agent Advances outstanding at such time (provided that the making of any such Loan does not cause the Aggregate Canadian Revolver Outstandings to exceed the Maximum Canadian Revolver Amount) which the Agent, in its good faith reasonable business judgment, deems necessary or desirable (1) to maintain, preserve or protect the Canadian Collateral, or any portion thereof, or the Canadian Lenders' rights under any of the Loan Documents, (2) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Obligations (including through Base Rate Loans for the purpose of enabling any Canadian Borrower to meet its payroll and associated Tax obligations)Obligations, and/or or (3) to pay any other amount chargeable to any the Canadian Borrower pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 14.7 (any of such advances are herein referred to as “"Canadian Agent Advances”"); provided, that with respect to Canadian Agent Advances that exceed Availability, (x) such Canadian Agent Advances shall not be outstanding for more than 30 consecutive days and (y) the aggregate outstanding principal amount thereof shall not at any time exceed $50,000,000 minus the aggregate principal amount of U.S. Agent Advances outstanding at such time; provided, further, that the Required Super Majority Lenders may at any time revoke the Agent’s authorization of the Agent acting through its Canada Branch to make Canadian Agent Advances. Any such revocation must be in writing and shall become effective prospectively upon the Agent’s 's and Canadian Bank's receipt thereof. (ii) The Canadian Agent Advances shall be secured by the Agent's Liens in and to the Collateral and shall constitute Canadian Prime Rate Revolving Loans and Obligations hereunder.

Canadian Agent Advances. (i) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower, the U.S. Borrowers and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion, upon notice to the Canadian Lenders, (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other conditions precedent set forth in Article IX Section 6 have not been satisfied, to make ABR Loans or Canadian Prime Rate Loans to the Canadian Borrowers Borrower, on the one hand, or the U.S. Borrowers, on the other hand, on behalf of the Canadian Revolving Lenders in an aggregate principal amount outstanding Outstanding Amount at any time not to exceed the lesser of $20,000,000 (x) 10% of the Maximum Canadian Revolver Amount and (y) $75,000,000 minus provided that, after giving effect thereto, the aggregate principal amount Outstanding Amount of U.S. Canadian Revolving Loans, Canadian Agent Advances outstanding at such time (provided that the making Advances, Canadian Swingline Loans and Canadian Letter of any such Loan Credit Obligations does not cause the Aggregate Canadian Revolver Outstandings to exceed the Maximum Total Canadian Revolver AmountRevolving Commitment) which the Canadian Administrative Agent, in its good faith judgment, deems necessary or desirable (1) to preserve or protect the Canadian Collateral, or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of, repayment of the Revolving Loans and other Obligations (including through Base ABR Loans or Canadian Prime Rate Loans for the purpose of enabling any the Canadian Borrower or the U.S. Borrowers to meet its their payroll and associated Tax tax obligations), and/or (3) to pay any other amount chargeable to any the Canadian Borrower or the U.S. Borrowers pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 14.7 12.5 (any of such advances are herein referred to as “Canadian Agent Advances”); provided, provided that with respect to Canadian Agent Advances that exceed Availability, (x) such Canadian Agent Advances shall not be outstanding for more than 30 consecutive days unless the Availability Conditions are satisfied and (y) the aggregate outstanding principal amount thereof shall not at any time exceed $50,000,000 minus the aggregate principal amount of U.S. no Canadian Agent Advances outstanding at such timeshall be made to the U.S. Borrowers unless the Availability Conditions are satisfied; provided, further, that the Required Lenders may at any time revoke the Canadian Administrative Agent’s authorization to make Canadian Agent Advances. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time, the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations a described in Section 2.3(h)(ii). (ii) Upon the making of a Canadian Agent Advance by the Canadian Administrative Agent (whether before or after the occurrence of a Default or an Event of Default), each Canadian Revolving Lender shall be deemed, without further action by any party hereto, unconditionally and irrevocably to have purchased from the Canadian Administrative Agent, without recourse or warranty, an undivided interest and participation in such Canadian Agent Advance in proportion to its Pro Rata Share of the Canadian Revolving Commitments. All principal and interest payable on such Canadian Agent Advance shall be for the account of the Canadian Administrative Agent until the date, if any, on which the Canadian Administrative Agent requires any Canadian Revolving Lender to fund its participation in any Canadian Agent Advance purchased hereunder; after such date, the Canadian Administrative Agent shall promptly distribute to such Canadian Revolving Lender, such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Canadian Administrative Agent in respect of such Canadian Agent Advance. (iii) The Canadian Agent Advances shall be secured by the Collateral Agent’s Liens in and to the Collateral and shall constitute ABR Loans or Canadian Prime Rate Loans, and Canadian Obligations (in the case of Canadian Agent Advances to the Canadian Borrower) or U.S. Obligations (in the case of Canadian Agent Advances to the U.S. Borrowers) hereunder.

Canadian Agent Advances. (i) Subject to the limitations set forth below, the Agent is authorized by the Canadian Borrowers Borrower and the Lenders, from time to time in the Agent’s sole discretion, upon notice to the Canadian Lenders, (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other conditions precedent set forth in Article IX have not been satisfied, to make Canadian Prime Rate Loans to the Canadian Borrowers Borrower on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed the lesser of (x) 10% of the Maximum Canadian Revolver Amount and (y) $75,000,000 minus the aggregate principal amount of U.S. Agent Advances outstanding at such time (provided that the making of any such Loan does not cause the Aggregate Canadian Revolver Outstandings to exceed the Maximum Canadian Revolver Amount) which the Agent, in its good faith judgment, deems necessary or desirable (1) to preserve or protect the Canadian Collateral, or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations (including through Base Canadian Prime Rate Loans for the purpose of enabling any the Canadian Borrower to meet its payroll and associated Tax obligations), and/or (3) to pay any other amount chargeable to any the Canadian Borrower pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 14.7 (any of such advances are herein referred to as “Canadian Agent Advances”); provided, that with respect to Canadian Agent Advances that exceed Availability, (x) such Canadian Agent Advances shall not be outstanding for more than 30 consecutive days and (y) the aggregate outstanding principal amount thereof shall not at any time exceed $50,000,000 minus the aggregate principal amount of U.S. Agent Advances outstanding at such time; provided, further, that the Required Lenders may at any time revoke the Agent’s authorization to make Canadian Agent Advances. Any such revocation must be in writing and shall become effective prospectively upon the Agent’s receipt thereof.

Canadian Agent Advances. (i) Subject to the limitations set forth belowbelow and provided same are not to be utilized to repay Bank Products, the Agent is authorized by the Canadian Borrowers Borrower and the Canadian Lenders, from time to time in the Agent’s sole discretion, upon notice to the Canadian Lenders, (A) after the occurrence of a Default or while an Event of Default, or (B) at any time that any of the other conditions precedent set forth in Article IX have not been satisfiedDefault has occurred and is continuing, to make Canadian Prime Rate Revolving Loans to the Canadian Borrowers Borrower on behalf of the Canadian Lenders in an aggregate principal amount outstanding at any time not to exceed U.S.$5,000,000, or the lesser Equivalent Amount thereof in CDN Dollars, less the aggregate amount outstanding at such time of (x) 10% Overdraft Accommodations, but not in excess of the Maximum Canadian Revolver Amount and (y) $75,000,000 minus the aggregate principal amount of U.S. Agent Advances outstanding at such time (provided that the making of any such Loan does not cause the Aggregate Canadian Revolver Outstandings to exceed the Maximum Canadian Revolver Amount) , which the Agent, in its good faith reasonable business judgment, deems necessary or desirable (1) to maintain, preserve or protect the Canadian Collateral, or any portion thereof, or the Canadian Lenders’ rights under any of the Loan Documents, (2) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Obligations (including through Base Rate Loans for the purpose of enabling any Canadian Borrower to meet its payroll and associated Tax obligations)Obligations, and/or or (3) to pay any other amount that is due and owing and/or chargeable to any the Canadian Borrower pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 14.7 (any of such advances are herein referred to as “Canadian Agent Advances”); provided, that with respect (A) if there are three Lenders, any two of them may at any time revoke the authorization of the Agent to make Canadian Agent Advances that exceed Availability, (x) such Canadian Agent Advances shall not be outstanding for more than 30 consecutive days and (yB) the aggregate outstanding principal amount thereof shall not at any time exceed $50,000,000 minus the aggregate principal amount of U.S. Agent Advances outstanding at such time; providedif there are four or more Lenders, further, that the Required Lenders may at any time revoke the Agent’s authorization of the Agent to make Canadian Agent Advances. Any such revocation must be in writing and shall become effective prospectively upon the Agent’s and Royal Bank’s receipt thereof. (ii) The Canadian Agent Advances shall be secured by the Agent’s Liens in and to the Collateral and shall constitute Canadian Prime Rate Revolving Loans and Obligations hereunder.