Common use of Excess Resulting from Exchange Rate Change Clause in Contracts

Excess Resulting from Exchange Rate Change. (i) Subject to Section 2.10(g)(ii), any time that, following one or more fluctuations in the exchange rate of the U.S. Dollar against the Canadian Dollar, the sum of the Equivalent Amount in U.S. Dollars of the aggregate Principal Amount of Canadian Loans and Canadian Letter of Credit Liabilities and Bankers' Acceptance Liabilities outstanding at such time denominated in Canadian Dollars PLUS the aggregate Principal Amount of U.S. Dollar denominated Canadian Loans and Canadian Letter of Credit Liabilities outstanding at such time (the amount of such sum being called herein the "AGGREGATE BORROWINGS") EXCEEDS by an amount equal to or in excess of 1% of the lesser of (x) the aggregate amount of the Canadian Commitments of the Canadian Banks on such date and (y) the then effective Allocated Canadian Borrowing Base determined pursuant to Section 2.11 hereof, the Canadian Borrowers shall promptly after receipt of notice from the Canadian Agent and, in any case, within 10 days after receipt of such notice, either (A) prepay the Canadian Loans (except BA Loans) (and/or provide cover for the Canadian Letter of Credit Liabilities, BA Loans and the Bankers' Acceptance Liabilities as specified in clause (f) above) in an amount (such amount being called herein the "EXCHANGE RATE DEFICIENCY") necessary to reduce the Aggregate Borrowings to an amount equal to or less than the lesser of (x) the aggregate amount of the Canadian Commitments of the Canadian Banks on such date and (y) the then effective Allocated Canadian Borrowing Base determined pursuant to Section 2.11 hereof or (B) maintain or cause to be maintained with the Canadian Agent deposits of U.S. Dollars in an amount equal to the Exchange Rate Deficiency, such deposits to be maintained in such form and upon such terms as are acceptable to the Canadian Agent. Without in any way limiting the forgoing provisions, the Canadian Agent shall on each Acceptance Date, Maturity Date, Quarterly Date and on the date of any borrowing hereunder make any necessary exchange rate calculations to determine whether any such Exchange Rate Deficiency exists on such date and, if such Exchange Rate Deficiency exists on such date, it shall so notify the Canadian Borrowers. (ii) Notwithstanding Section 2.10(g)(i), the Combined Majority Banks shall be entitled, in their sole discretion, to require that the Canadian Borrowers, at the Canadian Borrowers' option, (A) make the payments or prepayments or maintain the deposits required to be maintained under Section 2.10(g)(i) or (B) fully cover, to the reasonable satisfaction of the Combined Majority Banks, the Exchange Rate Deficiency and assign the benefit of all hedging contracts to the Canadian Agent, for the benefit of the Lender Group, in any case where an Exchange Rate Deficiency exists.

Excess Resulting from Exchange Rate Change. (i) Subject to Section 2.10(g)(ii2.11(b)(ii), any time that, following one or more fluctuations in the exchange rate of the U.S. Dollar against the Canadian Dollar, the sum of the Equivalent Amount in U.S. Canadian Dollars of the aggregate Principal Amount of Canadian Loans and Canadian Letter of Credit Liabilities and Bankers' Acceptance Liabilities denominated in U.S. Dollars outstanding at such time denominated in Canadian Dollars PLUS the aggregate Principal Amount of U.S. Canadian Dollar denominated Canadian Loans and Canadian outstanding at such time PLUS the aggregate amount of Letter of Credit Liabilities outstanding at such time denominated in Canadian Dollars (the amount of such sum being called herein the "AGGREGATE BORROWINGS") EXCEEDS by an amount equal to or in excess of 1% of the lesser of (x) the aggregate amount of the Canadian Commitments of the Canadian Banks Commitment on such date and (y) the then effective Allocated Canadian most recently determined Borrowing Base determined pursuant to Section 2.11 hereofBase, the Canadian Borrowers shall promptly after receipt by the Lender of notice from the Canadian Agent in this regard and, in any case, within 10 days after receipt of such notice, either (A) prepay the Canadian Loans (except BA Loans) (and/or provide cover for the Canadian Letter of Credit Liabilities, Liabilities and BA Loans and the Bankers' Acceptance Liabilities as specified in clause (f) abovebelow) in an amount (such amount being called herein the "EXCHANGE RATE DEFICIENCY") necessary to reduce the Aggregate Borrowings to an amount equal to or less than the lesser of (x) the aggregate amount of the Canadian Commitments of the Canadian Banks Commitment on such date and (y) the then effective Allocated Canadian most recently determined Borrowing Base determined pursuant to Section 2.11 hereof or (B) maintain or cause to be maintained with the Canadian Agent Lender (who, in turn shall maintain with the Agent) deposits of U.S. Canadian Dollars in an amount equal to the Exchange Rate Deficiency, such deposits to be maintained in such form and upon such terms as are acceptable to the Canadian Agent. Without in any way limiting the forgoing foregoing provisions, the Canadian Agent Lender shall receive from the Agent, on each Acceptance Date, Maturity Date, Quarterly Date and on the date of any borrowing hereunder make any necessary exchange rate calculations to determine whether any such Exchange Rate Deficiency excess exists on such date and, if such Exchange Rate Deficiency excess exists on such date, it the Lender shall so notify the Canadian Borrowers. (ii) Notwithstanding Section 2.10(g)(i2.11(b)(i), the Combined Lender (at the direction of the Majority Banks Lenders) shall be entitled, in their sole discretion, entitled to require that the Canadian Borrowers, at the Canadian Borrowers' option, (A) make the payments or prepayments or maintain the deposits required to be maintained under Section 2.10(g)(i2.11(b)(i) or (B) fully coverhedge, to the reasonable satisfaction of the Combined Majority BanksLenders, the Exchange Rate Deficiency and assign the benefit of all hedging contracts to the Canadian AgentLender, for the benefit of the Lender Grouplenders under the Funding Credit Agreement, in any case where an Exchange Rate Deficiency exists.

Excess Resulting from Exchange Rate Change. (i) Subject to Section 2.10(g)(ii), If at any time that, following one or more fluctuations in the exchange rate of of: (i) the U.S. Dollar Pound Sterling against the Canadian Dollar, the sum of the Equivalent Amount in U.S. Dollars of the aggregate Principal Amount of Canadian Loans and Canadian Letter of Credit Liabilities and Bankers' Acceptance Liabilities outstanding at such time denominated in Canadian Dollars PLUS the aggregate Principal Amount of U.S. Dollar denominated Canadian Loans and Canadian Letter of Credit Liabilities outstanding at such time (the amount of such sum being called herein the "AGGREGATE BORROWINGS") EXCEEDS by an amount equal to or in excess of 1% of the lesser of (xa) the aggregate amount outstanding principal balance of Advances to the Canadian Commitments UK Borrower exceeds the European Sublimit or (b) the aggregate outstanding principal balance of Advances to the Canadian Banks UK Borrower exceeds any other limit based on Dollars set forth herein for such date and UK Obligations, the UK Borrower shall, immediately (y) make the then effective Allocated Canadian Borrowing Base determined pursuant to Section 2.11 hereof, the Canadian Borrowers shall promptly after receipt of notice from the Canadian Agent and, in any case, within 10 days after receipt of such notice, either (A) prepay the Canadian Loans (except BA Loans) (and/or provide cover for the Canadian Letter of Credit Liabilities, BA Loans and the Bankers' Acceptance Liabilities as specified in clause (f) above) in an amount (such amount being called herein the "EXCHANGE RATE DEFICIENCY") necessary payments or repayments to reduce the Aggregate Borrowings such UK Obligations to an amount equal necessary to or less than the lesser of (x) the aggregate amount of the Canadian Commitments of the Canadian Banks on eliminate such date and (y) the then effective Allocated Canadian Borrowing Base determined pursuant to Section 2.11 hereof excess or (Bz) maintain or cause to be maintained with the Canadian Agent deposits as continuing collateral security for the Obligations of U.S. Dollars the UK Borrower in an amount equal to or greater than the Exchange Rate Deficiencyamount of such excess, such deposits to be maintained in such form and upon such terms as are acceptable to the Agent; (ii) the Swedish Krona against the Dollar, (a) the aggregate outstanding principal balance of Advances to the Swedish Borrowers exceeds the European Sublimit or (b) the aggregate outstanding principal balance of Advances to the Swedish Borrowers exceeds any other limit based on Dollars set forth herein for such Swedish Obligations, the Swedish Borrowers shall, immediately (y) make the necessary payments or repayments to reduce such Swedish Obligations to an amount necessary to eliminate such excess or (z) maintain or cause to be maintained with the Agent deposits as continuing collateral security for the Obligations of the Swedish Borrowers in an amount equal to or greater than the amount of such excess, such deposits to be maintained in such form and upon such terms as are acceptable to the Agent; and/or (iii) the Canadian Dollar against the Dollar, (a) the aggregate outstanding principal balance of Advances to ASW exceeds the Canadian Sublimit or (b) the aggregate outstanding principal balance of Advances to ASW exceeds any other limit based on Dollars set forth herein for such Canadian Obligations, ASW shall, immediately (y) make the necessary payments or repayments to reduce such Canadian Obligations to an amount necessary to eliminate such excess or (z) maintain or cause to be maintained with the Agent deposits as continuing collateral security for the Obligations of ASW in an amount equal to or greater than the amount of such excess, such deposits to be maintained in such form and upon such terms as are acceptable to the Agent. Without in any way limiting the forgoing foregoing provisions, the Canadian Agent shall on each Acceptance Dateshall, Maturity Dateweekly or more frequently in the sole discretion of the Agent, Quarterly Date and on make the date of any borrowing hereunder make any necessary exchange rate calculations to determine whether any such Exchange Rate Deficiency excess exists on such date and, and advise the Borrowers if such Exchange Rate Deficiency exists on such date, it shall so notify the Canadian Borrowersexcess exists. (ii) Notwithstanding Section 2.10(g)(i), the Combined Majority Banks shall be entitled, in their sole discretion, to require that the Canadian Borrowers, at the Canadian Borrowers' option, (A) make the payments or prepayments or maintain the deposits required to be maintained under Section 2.10(g)(i) or (B) fully cover, to the reasonable satisfaction 2.1 of the Combined Majority Banks, Credit Agreement is hereby deleted in its entirety and in its stead is inserted the Exchange Rate Deficiency and assign the benefit of all hedging contracts to the Canadian Agent, for the benefit of the Lender Group, in any case where an Exchange Rate Deficiency existsfollowing: 2.1. Revolving Advances.

Excess Resulting from Exchange Rate Change. (i) Subject to Section 2.10(g)(ii2.11(d)(ii), any time that, following one or more fluctuations in the exchange rate of the U.S. Dollar against the Canadian Dollar, the sum of the Equivalent Amount in U.S. Canadian Dollars of the aggregate Principal Amount of Canadian Loans and Letter of Credit Liabilities outstanding at such time denominated in U.S. Dollars PLUS the aggregate Principal Amount of Canadian Dollar denominated Loans, Letter of Credit Liabilities and Bankers' Acceptance Liabilities outstanding at such time denominated in Canadian Dollars PLUS the aggregate Principal Amount of U.S. Dollar denominated Canadian Loans and Canadian Letter of Credit Liabilities outstanding at such time (the amount of such sum being called herein the "AGGREGATE BORROWINGS") EXCEEDS by an amount equal to or in excess of 1% of the lesser of (x) the aggregate amount of the Canadian Commitments of the Canadian Banks Lenders on such date and (y) the then effective Allocated Canadian most recently determined Borrowing Base determined pursuant to Section 2.11 hereofBase, the Canadian Borrowers Company shall promptly after receipt of notice from the Canadian Administrative Agent and, in any case, within 10 days after receipt of such notice, either (A) prepay the Canadian Loans (except BA Loans) (and/or provide cover for the Canadian Letter of Credit Liabilities, BA Loans and the Bankers' Acceptance Liabilities as specified in clause (fh) abovebelow) in an amount (such amount being called herein the "EXCHANGE RATE DEFICIENCY") necessary to reduce the Aggregate Borrowings to an amount equal to or less than the lesser of (x) the aggregate amount of the Canadian Commitments of the Canadian Banks Lenders on such date and (y) the then effective Allocated Canadian most recently determined Borrowing Base determined pursuant to Section 2.11 hereof or (B) maintain or cause to be maintained with the Canadian Administrative Agent deposits of U.S. Canadian Dollars in an amount equal to the Exchange Rate Deficiency, such deposits to be maintained in such form and upon such terms as are acceptable to the Canadian Administrative Agent. Without in any way limiting the forgoing provisions, the Canadian Administrative Agent shall on each Acceptance Date, Maturity Date, Quarterly Date and on the date of any borrowing hereunder make any necessary exchange rate calculations to determine whether any such Exchange Rate Deficiency excess exists on such date and, if such Exchange Rate Deficiency excess exists on such datedate and if there is an excess, it shall so notify the Canadian BorrowersCompany. (ii) Notwithstanding Section 2.10(g)(i2.11(d)(i), the Combined Majority Banks Lenders shall be entitled, in their sole discretion, to require that the Canadian BorrowersCompany, at the Canadian Borrowers' Company's option, (A) make the payments or prepayments or maintain the deposits required to be maintained under Section 2.10(g)(i2.11(d)(i) or (B) fully coverhedge, to the reasonable satisfaction of the Combined Majority BanksLenders, the Exchange Rate Deficiency and assign the benefit of all hedging contracts to the Canadian Administrative Agent, for the benefit of the Lender GroupLenders, in any case where an Exchange Rate Deficiency exists.

Excess Resulting from Exchange Rate Change. (i) Subject to Section 2.10(g)(ii), If at any time that, following one or more fluctuations in the exchange rate of of: (i) the U.S. Dollar Pound Sterling against the Canadian Dollar, the sum of the Equivalent Amount in U.S. Dollars of the aggregate Principal Amount of Canadian Loans and Canadian Letter of Credit Liabilities and Bankers' Acceptance Liabilities outstanding at such time denominated in Canadian Dollars PLUS the aggregate Principal Amount of U.S. Dollar denominated Canadian Loans and Canadian Letter of Credit Liabilities outstanding at such time (the amount of such sum being called herein the "AGGREGATE BORROWINGS") EXCEEDS by an amount equal to or in excess of 1% of the lesser of (xa) the aggregate amount outstanding principal balance of Advances to the Canadian Commitments UK Borrower exceeds the European Sublimit or (b) the aggregate outstanding principal balance of Advances to the Canadian Banks UK Borrower exceeds any other limit based on Dollars set forth herein for such date and UK Obligations, the UK Borrower shall, immediately (y) make the then effective Allocated Canadian Borrowing Base determined pursuant to Section 2.11 hereof, the Canadian Borrowers shall promptly after receipt of notice from the Canadian Agent and, in any case, within 10 days after receipt of such notice, either (A) prepay the Canadian Loans (except BA Loans) (and/or provide cover for the Canadian Letter of Credit Liabilities, BA Loans and the Bankers' Acceptance Liabilities as specified in clause (f) above) in an amount (such amount being called herein the "EXCHANGE RATE DEFICIENCY") necessary payments or repayments to reduce the Aggregate Borrowings such UK Obligations to an amount equal necessary to or less than the lesser of (x) the aggregate amount of the Canadian Commitments of the Canadian Banks on eliminate such date and (y) the then effective Allocated Canadian Borrowing Base determined pursuant to Section 2.11 hereof excess or (Bz) maintain or cause to be maintained with the Canadian Agent deposits as continuing collateral security for the Obligations of U.S. Dollars the UK Borrower in an amount equal to or greater than the Exchange Rate Deficiencyamount of such excess, such deposits to be maintained in such form and upon such terms as are acceptable to the Agent; (ii) the Swedish Krona against the Dollar, (a) the aggregate outstanding principal balance of Advances to the Swedish Borrowers exceeds the European Sublimit or (b) the aggregate outstanding principal balance of Advances to the Swedish Borrowers exceeds any other limit based on Dollars set forth herein for such Swedish Obligations, the Swedish Borrowers shall, immediately (y) make the necessary payments or repayments to reduce such Swedish Obligations to an amount necessary to eliminate such excess or (z) maintain or cause to be maintained with the Agent deposits as continuing collateral security for the Obligations of the Swedish Borrowers in an amount equal to or greater than the amount of such excess, such deposits to be maintained in such form and upon such terms as are acceptable to the Agent; and/or (iii) the Canadian Dollar against the Dollar, (a) the aggregate outstanding principal balance of Advances to ASW exceeds the Canadian Sublimit or (b) the aggregate outstanding principal balance of Advances to ASW exceeds any other limit based on Dollars set forth herein for such Canadian Obligations, ASW shall, immediately (y) make the necessary payments or repayments to reduce such Canadian Obligations to an amount necessary to eliminate such excess or (z) maintain or cause to be maintained with the Agent deposits as continuing collateral security for the Obligations of ASW in an amount equal to or greater than the amount of such excess, such deposits to be maintained in such form and upon such terms as are acceptable to the Agent. Without in any way limiting the forgoing foregoing provisions, the Canadian Agent shall on each Acceptance Dateshall, Maturity Dateweekly or more frequently in the sole discretion of the Agent, Quarterly Date and on make the date of any borrowing hereunder make any necessary exchange rate calculations to determine whether any such Exchange Rate Deficiency excess exists on such date and, and advise the Borrowers if such Exchange Rate Deficiency exists on such date, it shall so notify the Canadian Borrowersexcess exists. (ii) Notwithstanding Section 2.10(g)(i), the Combined Majority Banks shall be entitled, in their sole discretion, to require that the Canadian Borrowers, at the Canadian Borrowers' option, (A) make the payments or prepayments or maintain the deposits required to be maintained under Section 2.10(g)(i) or (B) fully cover, to the reasonable satisfaction 2.1 of the Combined Majority Banks, Credit Agreement is hereby deleted in its entirety and in its stead is inserted the Exchange Rate Deficiency and assign the benefit of all hedging contracts to the Canadian Agent, for the benefit of the Lender Group, in any case where an Exchange Rate Deficiency exists.following: