Common use of Canadian Overadvances Clause in Contracts

Canadian Overadvances. If the aggregate Outstanding Amount of the Canadian Revolving Credit Loans, Canadian Swingline Loans and Canadian L/C Obligations exceed the Canadian Borrowing Base at any time, the excess amount (a “Canadian Overadvance”) shall be payable by the Parent Borrower within one Business Day of a demand by the Administrative Agent, but all such excess Canadian Overadvances shall nevertheless constitute Canadian Finance Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Canadian Lenders, the Administrative Agent may require the Canadian Revolving Credit Lenders to honor requests for Canadian Overadvance Loans and to forbear from requiring the Parent Borrower to cure a Canadian Overadvance, when no other Event of Default is known to the Administrative Agent to have occurred and be continuing, as long as (i) the Canadian Overadvance does not continue for more than 45 consecutive days (and no Canadian Overadvance may exist for at least five consecutive days thereafter before further Canadian Overadvance Loans are required), and (ii) the Dollar Equivalent of the Canadian Overadvance is not known by the Administrative Agent to exceed, when taken together with all Canadian Protective Advances, three and one-half percent (3.5%) of the Canadian Revolving Credit Facility. In no event shall the Administrative Agent require the Canadian Revolving Credit Lenders to honor requests for additional Canadian Overadvance Loans that would cause the (A) the aggregate Outstanding Amount of the Canadian Revolving Credit Loans of any Canadian Revolving Credit Lender, plus such Canadian Revolving Credit Lender’s Applicable Adjusted Percentage of the Outstanding Amount of all Canadian L/C Obligations and Canadian Swingline Loans to exceed such Canadian Revolving Credit Lender’s Canadian Revolving Credit Commitment, or (B) the Total Canadian Revolving Credit Outstandings to exceed (x) the Canadian Revolving Credit Facility minus (y) the Availability Reserve to the extent attributable to the Canadian Loan Parties or the Canadian Collateral in the Administrative Agent’s Credit Judgment at such time. Any funding of a Canadian Overadvance Loan or sufferance of a Canadian Overadvance shall not constitute a waiver by the Administrative Agent or the Revolving Credit Lenders of the Event of Default caused thereby. In no event shall any Borrower or other Loan Party be deemed a beneficiary of this Section 2.01(d) nor authorized to enforce any of its terms.

Canadian Overadvances. If the aggregate Outstanding Amount of the Canadian Revolving Credit Loans, Canadian Swingline Loans and Canadian L/C Obligations exceed the Canadian Borrowing Base (“Canadian Overadvance”) at any time, the excess amount (a “Canadian Overadvance”) shall be payable by the Parent Borrower within one Business Day of a Canadian Borrowers on demand by the Administrative Agent, but all such excess Canadian Overadvances Revolving Credit Loans shall nevertheless constitute Canadian Finance Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Canadian Lenders, the Administrative Agent may require the Canadian Revolving Credit Lenders to honor requests for Canadian Overadvance Loans and to forbear from requiring the Parent Borrower Canadian Borrowers to cure a Canadian Overadvance, when no other Event of Default is known to the Administrative Agent to have occurred and be continuingAgent, as long as (i) the Canadian Overadvance does not continue for more than 45 consecutive days (and no Canadian Overadvance may exist for at least five consecutive days thereafter before further Canadian Overadvance Loans are required), and (ii) the Dollar Equivalent of the Canadian Overadvance is not known by the Administrative Agent to exceedexceed $2,500,000 or, when taken together with all Canadian U.S. Overadvances and all Protective Advances, three the lesser of (x) $15,000,000 and one-half percent (3.5%y) 10% of the Canadian Revolving Credit FacilityTotal Borrowing Base. In no event shall the Administrative Agent require the Canadian Revolving Credit Lenders to honor requests for additional Canadian Overadvance Loans be required that would cause the (A) the aggregate Outstanding Amount of the Canadian Revolving Credit Loans of any Canadian Revolving Credit Lender, plus such Canadian Revolving Credit Lender’s Applicable Adjusted Percentage of the Outstanding Amount of all Canadian L/C Obligations and Obligations, plus such Canadian Swingline Revolving Credit Lender’s Applicable Percentage of the Outstanding Amount of all Canadian Swing Line Loans to exceed such Canadian Revolving Credit Lender’s Canadian Revolving Credit Commitment, Commitment or (B) the Total Canadian Revolving Credit Outstandings to exceed (x) the Canadian Revolving Credit Facility minus (y) the Availability Reserve to the extent attributable to the Canadian Loan Parties or the Canadian Collateral in the Administrative Agent’s Agents’ Credit Judgment at such time. Any funding of a Canadian Overadvance Loan or sufferance of a Canadian Overadvance shall not constitute a waiver by the Administrative Agent or the Revolving Credit Lenders of the Event of Default caused thereby. In no event shall any Borrower or other Loan Party be deemed a beneficiary of this Section 2.01(d) nor authorized to enforce any of its terms. At the Administrative Agent’s discretion, Canadian Overadvance Loans made under this Section 2.01(g) may be made in the form of Canadian Swing Line Loans in accordance with Section 2.04(B).

Canadian Overadvances. If the aggregate Outstanding Amount of the Canadian Revolving Credit Loans, Canadian Swingline Loans and Canadian L/C Obligations exceed the Canadian Borrowing Base (“Canadian Overadvance”) at any time, the excess amount (a “Canadian Overadvance”) shall be payable by the Parent Canadian Borrower within one Business Day of a on demand by the Administrative Agent, but all such excess Canadian Overadvances Revolving Credit Loans shall nevertheless constitute Canadian Finance Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Canadian Lenders, the Administrative Agent may require the Canadian Revolving Credit Lenders to honor requests for Canadian Overadvance Loans and to forbear from requiring the Parent Canadian Borrower to cure a Canadian Overadvance, when no other Event of Default is known to the Administrative Agent to have occurred and be continuingAgent, as long as (i) the Canadian Overadvance does not continue for more than 45 consecutive days (and no Canadian Overadvance may exist for at least five consecutive days thereafter before further Canadian Overadvance Loans are required), and (ii) the Dollar Equivalent of the Canadian Overadvance is not known by the Administrative Agent to exceedexceed $1,500,000 or, when taken together with all Canadian U.S. Overadvances and all Protective Advances, three the lesser of (x) $10,000,000 and one-half percent (3.5%y) 10% of the Canadian Revolving Credit FacilityTotal Borrowing Base. In no event shall the Administrative Agent require the Canadian Revolving Credit Lenders to honor requests for additional Canadian Overadvance Loans be required that would cause the (A) the aggregate Outstanding Amount of the Canadian Revolving Credit Loans of any Canadian Revolving Credit Lender, plus such Canadian Revolving Credit Lender’s Applicable Adjusted Percentage of the Outstanding Amount of all Canadian L/C Obligations and Obligations, plus such Canadian Swingline Revolving Credit Lender’s Applicable Percentage of the Outstanding Amount of all Canadian Swing Line Loans to exceed such Canadian Revolving Credit Lender’s Canadian Revolving Credit Commitment, Commitment or (B) the Total Canadian Revolving Credit Outstandings to exceed (x) the Canadian Revolving Credit Facility minus (y) the Availability Reserve to the extent attributable to the Canadian Loan Parties or the Canadian Collateral in the Administrative Agent’s Credit Judgment at such time. Any funding of a Canadian Overadvance Loan or sufferance of a Canadian Overadvance shall not constitute a waiver by the Administrative Agent or the Revolving Credit Lenders of the Event of Default caused thereby. In no event shall any Borrower or other Loan Party be deemed a beneficiary of this Section 2.01(d) nor authorized to enforce any of its terms. At the Administrative Agent’s discretion, Canadian Overadvance Loans made under this Section 2.01(g) may be made in the form of Canadian Swing Line Loans in accordance with Section 2.04(B).

Canadian Overadvances. If the aggregate Outstanding Amount of the theTotal Canadian Revolving Credit Loans, Canadian Swingline Loans and Canadian L/C Obligations LoansOutstandings exceed the Canadian Borrowing Base (“Canadian Overadvance”) at any time, the excess amount (a “Canadian Overadvance”) shall be payable by the Parent Canadian Borrower within one Business Day of a on demand by the Administrative Agent, but all such excess Total Canadian Overadvances Revolving Credit LoansOutstandings shall nevertheless constitute Canadian Finance Obligations secured by the Canadian Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Canadian Lenders, the Administrative Agent may require the Canadian Revolving Credit Lenders to honor requests for Canadian Overadvance Loans and to forbear from requiring the Parent Canadian Borrower to cure a Canadian Overadvance, when no other Event of Default is known to the Administrative Agent to have occurred and be continuingAgent, as long as (i) the Canadian Overadvance does not continue for more than 45 90 consecutive days (and no Canadian Overadvance may exist for at least five consecutive days thereafter before further Canadian Overadvance Loans are required), and (ii) the Dollar Equivalent of the Canadian Overadvance is not known by the Administrative Agent to exceed, when taken together with all Canadian U.S. Overadvances and all Protective Advances, three and one-half percent (3.5%x) of if the Canadian Revolving Credit FacilityExcess Availability shall be less than zero when such Canadian Overadvance is made, $10,000,000 at any time outstanding or (y) otherwise, $15,000,000 at any time outstanding. In no event shall the Administrative Agent require the Canadian Revolving Credit Lenders to honor requests for additional Canadian Overadvance Loans be required that would cause the (A) the aggregate Outstanding Amount of the Canadian Revolving Credit Loans of any Canadian Revolving Credit Lender, plus such Canadian Revolving Credit Lender’s Applicable Adjusted Percentage of the Outstanding Amount of all Canadian L/C Obligations and Obligations, plus such Canadian Swingline Revolving Credit Lender’s Applicable Percentage of the Outstanding Amount of all Canadian Swing Line Loans to exceed such Canadian Revolving Credit Lender’s Canadian Revolving Credit Commitment, Commitment or (B) the Total Canadian Revolving Credit Outstandings to exceed (x) the Canadian Revolving Credit Facility minus (y) the Availability Reserve to the extent attributable to the Canadian Loan Parties or the Canadian Collateral in the Administrative Collateral Agent’s Credit Judgment at such time. Any funding of a Canadian Overadvance Loan or sufferance of a Canadian Overadvance shall not constitute a waiver by the Administrative Agent or the Revolving Credit Lenders of the Event of Default caused thereby. In no event shall any Borrower or other Loan Party be deemed a beneficiary of this Section 2.01(d) nor authorized to enforce any of its terms. At the Administrative Agent’s discretion, Canadian Overadvance Loans made under this Section 2.01(f) may be made in the form of Canadian Swing Line Loans in accordance with Section 2.04(B).

Canadian Overadvances. If the aggregate Outstanding Amount of the Canadian Revolving Credit Loans, Canadian Swingline Loans and Canadian L/C Obligations exceed Revolver Usage exceeds the Canadian Borrowing Base (“Canadian Overadvance”) at any time, the excess amount (a “Canadian Overadvance”) shall be payable by the Parent Borrower within one Business Day of a Canadian Borrowers on demand by the Administrative Agent, but all such excess Canadian Overadvances Revolver Loans shall nevertheless constitute Canadian Finance Obligations secured by the Canadian Collateral and entitled to all benefits of the Loan Documents. Unless its authority it has been revoked in writing by contemporaneously received written notification from Canadian Required Lenders to the Required Canadian Lenderscontrary, the Administrative Agent may require the Canadian Revolving Credit Lenders to honor requests for Canadian Overadvance Loans and to forbear from requiring the Parent Borrower Canadian Borrowers to cure a Canadian Overadvance, (a) when no other Event of Default is known to the Administrative Agent to have occurred and be continuingAgent, as long as (i) the Canadian Overadvance does not continue for more than 45 15 consecutive days (and no Canadian Overadvance may exist for at least five consecutive days thereafter before further Canadian Overadvance Loans are required), and (ii) the Dollar Equivalent of the Canadian Overadvance is not known by the Administrative Agent to exceed, when taken together with all Canadian Protective Advances, three and one-half percent exceed the lesser of (3.5%i) $10,000,000 or (ii) 10% of the Borrowing Base then in effect; and (b) regardless of whether an Event of Default exists, if Agent discovers a Canadian Revolving Credit FacilityOveradvance not previously known by it to exist, as long as from the date of such discovery the Canadian Overadvance is not increased by more than $5,000,000 and does not continue for more than 15 consecutive days. In no event shall the Administrative Agent require the Canadian Revolving Credit Lenders to honor requests for additional Canadian Overadvance Loans be required that would cause the (Ai) Canadian Revolver Usage to exceed the aggregate Outstanding Amount of the Canadian Revolving Credit Loans of any Canadian Revolving Credit Lender, plus such Canadian Revolving Credit Lender’s Applicable Adjusted Percentage of the Outstanding Amount of all Canadian L/C Obligations and Canadian Swingline Loans Revolver Commitments or (ii) Revolver Usage to exceed such Canadian Revolving Credit Lender’s Canadian Revolving Credit Commitment, or (B) the Total Canadian Revolving Credit Outstandings to exceed (x) the Canadian Revolving Credit Facility minus (y) the Availability Reserve to the extent attributable to the Canadian Loan Parties or the Canadian Collateral in the Administrative Agent’s Credit Judgment at such timeaggregate Revolver Commitments. Any funding of a Canadian Overadvance Loan or sufferance of a Canadian Overadvance shall not constitute a waiver by the Administrative Agent or the Revolving Credit Lenders of the Event of Default caused thereby. In no event shall any Borrower Canadian Borrowers or other Loan Party Canadian Obligor be deemed a beneficiary of this Section 2.01(d) nor authorized to enforce any of its terms.

Canadian Overadvances. If the aggregate Outstanding Amount of the Canadian Revolving Credit Loans, Canadian Swingline Revolver Loans and Canadian L/C Obligations exceed the Canadian Borrowing Base (“Canadian Overadvance”) or the aggregate Canadian Revolver Commitments at any time, the excess amount (a “Canadian Overadvance”) shall be payable by the Parent Canadian Borrower within one Business Day of a on demand by the Administrative Agent, but all such excess Canadian Overadvances Revolver Loans shall nevertheless constitute Canadian Finance Obligations secured by the Canadian Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Canadian Lenders, the Administrative Agent may require the Canadian Revolving Credit Lenders to honor requests for Canadian Overadvance Loans and to forbear from requiring the Parent Canadian Borrower to cure a Canadian Overadvance, (i) when no other Event of Default is known to the Administrative Agent to have occurred and be continuingAgent, as long as (iA) the Canadian Overadvance does not continue for more than 45 30 consecutive days (and no Canadian Overadvance may exist for at least five consecutive days thereafter before further Canadian Overadvance Loans are required), and (iiB) the Dollar Equivalent of the Canadian Overadvance is not known by the Administrative Agent to exceed, when taken together with all Canadian Protective Advances, three and one-half percent (3.5%) exceed 10% of the Canadian Revolving Credit FacilityBorrowing Base; and (ii) regardless of whether an Event of Default exists, if Agent discovers a Canadian Overadvance not previously known by it to exist, as long as from the date of such discovery the Canadian Overadvance (A) is not increased by more than Cdn $1,000,000, and (B) does not continue for more than 30 consecutive days. In no event shall the Administrative Agent require the Canadian Revolving Credit Lenders to honor requests for additional Canadian Overadvance Loans be required that would cause (y) Canadian Revolver Exposure to exceed the aggregate Canadian Revolver Commitments or (Az) the aggregate Outstanding Amount outstanding amount of the Canadian Revolving Credit Revolver Loans of any Canadian Revolving Credit Lender, plus such \8885650.14 Canadian Revolving Credit Lender’s Applicable Adjusted Percentage of the Outstanding Amount Pro Rata portion of all outstanding Canadian L/C LC Obligations and Canadian Swingline Loans to exceed such Canadian Revolving Credit Lender’s Canadian Revolving Credit Revolver Commitment, or (B) the Total Canadian Revolving Credit Outstandings to exceed (x) the Canadian Revolving Credit Facility minus (y) the Availability Reserve to the extent attributable to the Canadian Loan Parties or the Canadian Collateral in the Administrative Agent’s Credit Judgment at such time. Any funding of a Canadian Overadvance Loan or sufferance of a Canadian Overadvance shall not constitute a waiver by the Administrative Agent or the Revolving Credit Canadian Lenders of the Event of Default caused thereby. In no event shall any Canadian Borrower or other Loan Party Canadian Obligor be deemed a beneficiary of this Section 2.01(d) nor authorized to enforce any of its terms.

Canadian Overadvances. If the aggregate Outstanding Amount of the Canadian Revolving Credit Loans, Canadian Swingline Loans and Canadian L/C Obligations exceed Revolver Usage exceeds the Canadian Borrowing Base ("Canadian Overadvance") at any time, the excess amount (a “Canadian Overadvance”) shall be payable by the Parent Borrower within one Business Day of a Canadian Borrowers on demand by the Administrative Agent, but all such excess Canadian Overadvances Revolver Loans shall nevertheless constitute Canadian Finance Obligations secured by the Canadian Collateral and entitled to all benefits of the Loan Documents. Unless its authority it has been revoked in writing by contemporaneously received written notification from Canadian Required Lenders to the Required Canadian Lenderscontrary, the Administrative Agent may require the Canadian Revolving Credit Lenders to honor requests for Canadian Overadvance Loans and to forbear from requiring the Parent Borrower Canadian Borrowers to cure a Canadian Overadvance, (a) when no other Event of Default is known to the Administrative Agent to have occurred and be continuingAgent, as long as (i) the Canadian Overadvance does not continue for more than 45 30 consecutive days (and no Canadian Overadvance may exist for at least five consecutive days thereafter before further Canadian Overadvance Loans are required), and (ii) the Dollar Equivalent of the Canadian Overadvance is not known by the Administrative Agent to exceedexceed $10,000,000; and (b) regardless of whether an Event of Default exists, when taken together with all if Agent discovers a Canadian Protective AdvancesOveradvance not previously known by it to exist, three and one-half percent (3.5%) as long as from the date of such discovery the Canadian Revolving Credit FacilityOveradvance is not increased by more than $5,000,000 and does not continue for more than 30 consecutive days. In no event shall the Administrative Agent require the Canadian Revolving Credit Lenders to honor requests for additional Canadian Overadvance Loans be required that would cause the (Ai) Canadian Revolver Usage to exceed the aggregate Outstanding Amount of the Canadian Revolving Credit Loans of any Canadian Revolving Credit Lender, plus such Canadian Revolving Credit Lender’s Applicable Adjusted Percentage of the Outstanding Amount of all Canadian L/C Obligations and Canadian Swingline Loans Revolver Commitments or (ii) Revolver Usage to exceed such Canadian Revolving Credit Lender’s Canadian Revolving Credit Commitment, or (B) the Total Canadian Revolving Credit Outstandings to exceed (x) the Canadian Revolving Credit Facility minus (y) the Availability Reserve to the extent attributable to the Canadian Loan Parties or the Canadian Collateral in the Administrative Agent’s Credit Judgment at such timeaggregate Revolver Commitments. Any funding of a Canadian Overadvance Loan or sufferance of a Canadian Overadvance shall not constitute a waiver by the Administrative Agent or the Revolving Credit Lenders of the Event of Default caused thereby. In no event shall any Borrower Canadian Borrowers or other Loan Party Canadian Obligor be deemed a beneficiary of this Section 2.01(d) nor authorized to enforce any of its terms.

Canadian Overadvances. If the aggregate Outstanding Amount of the Canadian Revolving Credit Loans, Canadian Swingline Loans and Canadian L/C Obligations exceed the Canadian Borrowing Base (“Canadian Overadvance”) at any time, the excess amount (a “Canadian Overadvance”) shall be payable by the Parent Canadian Borrower within one Business Day of a on demand by the Administrative Agent, but all such excess Canadian Overadvances Revolving Credit Loans shall nevertheless constitute Canadian Finance Obligations secured by the Canadian Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Canadian Lenders, the Administrative Agent may require the Canadian Revolving Credit Lenders to honor requests for Canadian Overadvance Loans and to forbear from requiring the Parent Canadian Borrower to cure a Canadian Overadvance, when no other Event of Default is known to the Administrative Agent to have occurred and be continuingAgent, as long as (i) the Canadian Overadvance does not continue for more than 45 90 consecutive days (and no Canadian Overadvance may exist for at least five consecutive days thereafter before further Canadian Overadvance Loans are required), and (ii) the Dollar Equivalent of the Canadian Overadvance is not known by the Administrative Agent to exceed, when taken together with all Canadian U.S. Overadvances and all Protective Advances, three and one-half percent (3.5%x) of if the Canadian Revolving Credit FacilityExcess Availability shall be less than zero when such Canadian Overadvance is made, $10,000,000 at any time outstanding or (y) otherwise, $15,000,000 at any time outstanding. In no event shall the Administrative Agent require the Canadian Revolving Credit Lenders to honor requests for additional Canadian Overadvance Loans be required that would cause the (A) the aggregate Outstanding Amount of the Canadian Revolving Credit Loans of any Canadian Revolving Credit Lender, plus such Canadian Revolving Credit Lender’s 's Applicable Adjusted Percentage of the Outstanding Amount of all Canadian L/C Obligations and Obligations, plus such Canadian Swingline Revolving Credit Lender's Applicable Percentage of the Outstanding Amount of all Canadian Swing Line Loans to exceed such Canadian Revolving Credit Lender’s 's Canadian Revolving Credit Commitment, Commitment or (B) the Total Canadian Revolving Credit Outstandings to exceed (x) the Canadian Revolving Credit Facility minus (y) the Availability Reserve to the extent attributable to the Canadian Loan Parties or the Canadian Collateral in the Administrative Agent’s Collateral AgentsAgent's Credit Judgment at such time. Any funding of a Canadian Overadvance Loan or sufferance of a Canadian Overadvance shall not constitute a waiver by the Administrative Agent or the Revolving Credit Lenders of the Event of Default caused thereby. In no event shall any Borrower or other Loan Party be deemed a beneficiary of this Section 2.01(d) nor authorized to enforce any of its terms. At the Administrative Agent's discretion, Canadian Overadvance Loans made under this Section 2.01(f) may be made in the form of Canadian Swing Line Loans in accordance with Section 2.04(B).

Canadian Overadvances. If the aggregate Outstanding Amount of the Canadian Revolving Credit Loans, Canadian Swingline Loans and Canadian L/C Obligations exceed the Canadian Borrowing Base at any time, the excess amount (a “Canadian Overadvance”) shall be payable by the Parent Borrower within one Business Day of a demand by the Administrative Agent, but all such excess Canadian Overadvances shall nevertheless constitute Canadian Finance Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Canadian Lenders, the Administrative Agent may require the Canadian Revolving Credit Lenders to honor requests for Canadian Overadvance Loans and to forbear from requiring the Parent Borrower to cure a Canadian Overadvance, when no other Event of Default is known to the Administrative Agent to have occurred and be continuing, as long as (i) the Canadian Overadvance does not continue for more than 45 consecutive days (and no Canadian Overadvance may exist for at least five consecutive days thereafter before further Canadian Overadvance Loans are required), and (ii) the Dollar Equivalent of the Canadian Overadvance is not known by the Administrative Agent to exceed, when taken together with all Canadian Protective Advances, three and one-half percent (3.5%) of the Canadian Revolving Credit Facility. In no event shall the Administrative Agent require the Canadian Revolving Credit Lenders to honor requests for additional Canadian Overadvance Loans that would cause the (A) the aggregate Outstanding Amount of the Canadian Revolving Credit Loans of any Canadian Revolving Credit Lender, plus such Canadian Revolving Credit Lender’s Applicable Adjusted Percentage of the Outstanding Amount of all Canadian L/C Obligations and Canadian Swingline Loans to exceed such Canadian Revolving Credit Lender’s Canadian Revolving Credit Commitment, or (B) the Total Canadian Revolving Credit Outstandings to exceed (x) the Canadian Revolving Credit Facility minus (y) the Availability Reserve to the extent attributable to the Canadian Loan Parties or the Canadian Collateral in the Administrative Agent’s Credit Judgment at such time. Any funding of a Canadian Overadvance Loan or sufferance of a Canadian Overadvance shall not constitute a waiver by the Administrative Agent or the Revolving Credit Lenders of the Event of Default caused thereby. In no event shall any Borrower or other Loan Party be deemed a beneficiary of this Section 2.01(d) nor authorized to enforce any of its terms.. 3616092.7 67

Canadian Overadvances. If the aggregate Outstanding Amount of the Canadian Revolving Credit Loans, Canadian Swingline Loans and Canadian L/C Obligations exceed the Canadian Borrowing Base (“Canadian Overadvance”) at any time, the excess amount (a “Canadian Overadvance”) shall be payable by the Parent Canadian Borrower within one Business Day of a on demand by the Administrative Agent, but all such excess Canadian Overadvances Revolving Credit Loans shall nevertheless constitute Canadian Finance Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Canadian Lenders, the Administrative Agent may require the Canadian Revolving Credit Lenders to honor requests for Canadian Overadvance Loans and to forbear from requiring the Parent Canadian Borrower to cure a Canadian Overadvance, when no other Event of Default is known to the Administrative Agent to have occurred and be continuingAgent, as long as (i) the Canadian Overadvance does not continue for more than 45 consecutive days (and no Canadian Overadvance may exist for at least five consecutive days thereafter before further Canadian Overadvance Loans are required), and (ii) the Dollar Equivalent of the Canadian Overadvance is not known by the Administrative Agent to exceedexceed $3,000,000 or, when taken together with all Canadian U.S. Overadvances and all Protective Advances, three the lesser of (x) $25,000,000 and one-half percent (3.5%y) 10% of the Canadian Revolving Credit FacilityTotal Borrowing Base. In no event shall the Administrative Agent require the Canadian Revolving Credit Lenders to honor requests for additional Canadian Overadvance Loans be required that would cause the (A) the aggregate Outstanding Amount of the Canadian Revolving Credit Loans of any Canadian Revolving Credit Lender, plus such Canadian Revolving Credit Lender’s Applicable Adjusted Percentage of the Outstanding Amount of all Canadian L/C Obligations and Obligations, plus such Canadian Swingline Revolving Credit Lender’s Applicable Percentage of the Outstanding Amount of all Canadian Swing Line Loans to exceed such Canadian Revolving Credit Lender’s Canadian Revolving Credit Commitment, Commitment or (B) the Total Canadian Revolving Credit Outstandings to exceed (x) the Canadian Revolving Credit Facility minus (y) the Availability Reserve to the extent attributable to the Canadian Loan Parties or the Canadian Collateral in the Administrative Agent’s Credit Judgment at such time. Any funding of a Canadian Overadvance Loan or sufferance of a Canadian Overadvance shall not constitute a waiver by the Administrative Agent or the Revolving Credit Lenders of the Event of Default caused thereby. In no event shall any Borrower or other Loan Party be deemed a beneficiary of this Section 2.01(d) nor authorized to enforce any of its terms. At the Administrative Agent’s discretion, Canadian Overadvance Loans made under this Section 2.01(f) may be made in the form of Canadian Swing Line Loans in accordance with Section 2.04(B).