Fomr 8K 2nd Qtr 05

2.03. Acceptances.

(a) Acceptance Commitment. Subject to the terms and conditions set forth herein, each Canadian Lender severally agrees that Canadian Borrower

may, at any time and from time to time during the Availability Period, issue Acceptances denominated in Canadian Dollars, in minimum denominations of Cdn.

$100,000 or a whole multiple thereof and in minimum aggregate face amounts in connection with any Notice of Drawing of Cdn. $1,000,000 or any greater whole

multiple of Cdn. $100,000, each in accordance with the provisions of this Section 2.03 and in an aggregate face amount that will not result in (i) such Lender's

Applicable Percentage of Total Canadian Outstandings exceeding such Lender's Canadian Commitment, (ii) the Total Canadian Outstandings exceeding the

Aggregate Canadian Commitments, or (iii) the Total Canadian Outstandings exceeding an amount that equals the Canadian Borrowing Base then in effect;

provided that at all times the outstanding aggregate face amount of all Acceptances made by a Canadian Lender shall equal its Applicable Percentage of the

outstanding face amount of all Acceptances made by all Canadian Lenders. For purposes of this Agreement, the full face value of an Acceptance, without

discount, shall be used when calculations are made to determine the outstanding amount of a Canadian Lender's Acceptances; provided that in computing the

face amount of Acceptances outstanding, the face amount of an Acceptance in respect of which the Obligations with respect to such Acceptance have been cash

collateralized by Canadian Borrower and received by Canadian Lender that created the same in accordance with the terms of this Agreement shall not be

included.

(b) Terms of Acceptance. Each Draft shall be accepted by a Canadian Lender, upon the written request of Canadian Borrower given in accordance

with paragraph (c), by the completion and acceptance by such Canadian Lender of a Draft (i) payable in Canadian Dollars, drawn by Canadian Borrower on such

Canadian Lender in accordance with this Agreement, to the order of such Canadian Lender and (ii) maturing prior to the Maturity Date on a day not less than 28

days nor more than 180 days after the date of such Draft (and in integral maturities of one month, two months, three months or six months, or, from time to time,

such other nonstandard periods as Canadian Agent and the affected Canadian Lender(s) may agree), excluding days of grace, all as specified in the relevant

Notice of Drawing to be delivered under paragraph (c) of this Section; provided that any maturity date that would otherwise fall on a day that is not a Canadian

Business Day shall be extended to the next succeeding Canadian Business Day in accordance with the provisions of Section 2.13(a) mutatis mutandis.

(i) With respect to each requested acceptance of Drafts, Canadian Borrower shall give Canadian Agent a Notice of Drawing, substantially in

the form of Exhibit G (a "Notice of Drawing") (which shall be irrevocable and may be given by facsimile) to be received prior to 11:00 A. M., at least one

day that is both a Canadian Business Day and a U.S. Business Day prior to the date of the requested acceptance, specifying:

A. the date on which such Drafts are requested to be accepted as Acceptances, which shall be a day that is both a Canadian

Business Day and a U.S. Business Day;

B. the aggregate face amount of such Acceptances;

C. the proposed maturity date of such Acceptances;

D. whether Canadian Lenders must purchase or arrange for the purchase of the Acceptances;

E. the principal amount of the Canadian Prime Loans, if any, to be converted to such Acceptances;

F. the Canadian Availability (after giving effect to such Acceptances); and

G. such additional information as Canadian Agent or any Canadian Lender may reasonably from time to time request to be included in

such notices.

In the event that any Notice of Drawing fails to satisfy the requirements set forth in clauses A., B. and C. above, any requested Canadian Committed Loan in the form of

an Acceptance shall be made as or converted to a Canadian Prime Loan.

(ii) Upon receipt of a Notice of Drawing Canadian Agent shall promptly notify each Canadian Lender of the contents thereof and of such

Canadian Lender's ratable share of the Acceptances requested thereunder. The aggregate face amount of the Drafts to be accepted by a Canadian Lender

shall be determined by Canadian Agent by reference to the respective Applicable Percentage of Canadian Lenders; provided that, if the face amount of an

Acceptance which would otherwise be accepted by a Canadian Lender is not Cdn.$100,000, or a whole multiple thereof, the face amount shall be increased

or reduced by Canadian Agent, in its sole discretion, to Cdn.$100,000, or the nearest integral multiple thereof, as appropriate.

(iii) On each date upon which Acceptances are to be accepted, Canadian Agent shall advise Canadian Borrower of the applicable Discount

Rate for each of the Canadian Lenders. Not later than 10:00 A. M., on such date each Canadian Lender shall, subject to the fulfillment of the applicable

conditions precedent specified in Section 4.02 and subject to each Non-Acceptance Canadian Lender's making Acceptance Equivalent Loans pursuant to

paragraph (i) of Section 2.03(i), (A) on the basis of the information supplied by Canadian Agent, as aforesaid, complete a Draft or Drafts of Canadian

Borrower by filling in the amount, date and maturity date thereof in accordance with the applicable Notice of Drawing, (B) duly accept such Draft or Drafts,

(C) discount such Acceptance or Acceptances at the applicable Discount Rate, (D) give Canadian Agent facsimile notice of such Canadian Lender's

acceptance of such Draft or Drafts and confirming the amount paid to Canadian Agent for the account of Canadian Borrower and (E) (except to the extent

such Discount Proceeds are being applied to repay maturing Acceptances in accordance with Section 2.03(e) or Canadian Prime Loans to be converted in

accordance with Section 2.03(c)(i)) remit to Canadian Agent in Canadian Dollars in immediately available funds an amount equal to the Discount Proceeds

less the Acceptance Fee. Upon receipt by Canadian Agent of such sums from Canadian Lenders, Canadian Agent shall make the aggregate amount thereof

available to Canadian Borrower either by (i) crediting the account of Canadian Borrower on the books of Bank of America Canada with the amount of such

funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) Canadian Agent

by Canadian Borrower; provided, however, that if, on the date the Notice of Drawing is given by Canadian Borrower, there are L/C Borrowings of Canadian

Borrower outstanding, then such funds first, shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available

to Canadian Borrower as provided above.

(iv) Each extension of credit hereunder through the acceptance of Drafts shall be made simultaneously and pro rata by Canadian Lenders in

accordance with their respective Canadian Commitments.

(d) Sale of Acceptances. Canadian Borrower shall have the right to sell any Acceptance. Canadian Lenders shall purchase or arrange for the purchase

of all of the Acceptances in the market and each Canadian Lender shall (except to the extent such Discount Proceeds are being applied to repay

maturing Acceptances in accordance with Section 2.03(e) or Canadian Prime Loans to be converted in accordance with Section 2.03(c)(i)) provide to Canadian

Agent the Discount Proceeds for the account of Canadian Borrower. The Acceptance Fee in respect of such Acceptances may, at the option of Canadian Lender,

be set off against the discount proceeds payable by Canadian Lender hereunder.

(e) Acceptance Obligation. Canadian Borrower is obligated, and hereby unconditionally agrees, to pay to each Canadian Lender the face amount of

each Acceptance accepted by such Canadian Lender in accordance with a Notice of Drawing pursuant to paragraph (c) on the maturity date thereof, or on such

earlier date as may be required pursuant to provisions of this Agreement. With respect to each Acceptance which is outstanding hereunder, Canadian Borrower

shall notify Canadian Agent prior to 11:00 A. M. one Canadian Business Day prior to the maturity date of such Acceptance (which notice shall be irrevocable)

of Canadian Borrower's intention to issue Acceptances on such maturity date to provide for the payment of such maturing Acceptance and shall deliver a Notice

of Drawing to Canadian Agent or that Canadian Borrower intends to repay the maturing Acceptances on the maturity date. Any repayment of an Acceptance must

be made in accordance with Section 2.13(a) on the maturity date of such Acceptance. If Canadian Borrower fails to provide such notice to Canadian Agent or

Canadian Borrower fails to repay the maturing Acceptances, or if a Default or an Event of Default has occurred and is continuing on such maturity date, Canadian

Borrower's obligations in respect of the maturing Acceptances shall be deemed to have been converted on the maturity date thereof into a Canadian Prime Loan in

an amount equal to the face amount of the maturing Acceptances. Canadian Borrower waives presentment for payment and any other defense to payment of any

amounts due to a Canadian Lender in respect of any Acceptances accepted by such Canadian Lender under this Agreement which might exist solely by reason of

those Acceptances being held, at the maturity thereof, by that Canadian Lender in its own right and Canadian Borrower agrees not to claim any days of grace if

that Canadian Lender, as holder, sues Canadian Borrower on those Acceptances for payment of the amounts payable by Canadian Borrower thereunder.

(f) Supply of Drafts and Power of Attorney. To facilitate availment of the Borrowings by way of Acceptances, Canadian Borrower hereby appoints each

Canadian Lender as its attorney to sign and endorse on its behalf (for the purpose of acceptance and purchase of Acceptances pursuant to this Agreement), in

handwriting or by facsimile or mechanical signature as and when deemed necessary by such Canadian Lender, blank forms of Acceptances. In this respect, it is

each Canadian Lender’s responsibility to maintain an adequate supply of blank forms of Acceptances for acceptance under this Agreement. Canadian Borrower

recognizes and agrees that all Acceptances signed and/or endorsed on its behalf by a Canadian Lender shall bind Canadian Borrower as fully and effectually as if

signed in the handwriting of and duly issued by the proper signing officers of Canadian Borrower. Each Canadian Lender is hereby authorized (for the purpose of

acceptance and purchase of Acceptances pursuant to this Agreement) to issue such Acceptances endorsed in blank in such face amounts as may be determined

by such Canadian Lender; provided that the aggregate amount thereof is equal to the aggregate amount of Acceptances required to be accepted and purchased by

such Canadian Lender in accordance with the applicable Notice of Drawing. No Canadian Lender shall be liable for any damage, loss or other claim arising by

reason of any loss or improper use of any such instrument except the gross negligence or willful misconduct of Canadian Lender or its officers, employees, agents

or representatives. On request by Canadian Borrower, a Canadian Lender shall cancel all forms of Acceptances which have been pre-signed or pre-endorsed by or

on behalf of Canadian Borrower and which are held by such Canadian Lender and have not yet been issued in accordance herewith. Each Canadian Lender further

agrees to retain such records in the manner and/or the statutory periods provided in the various Canadian provincial or federal statutes and regulations which

apply to such Canadian Lender. Each Canadian Lender shall maintain a record with respect to Acceptances held by it in blank hereunder, voided by it for any

reason, accepted and purchased by it hereunder, and cancelled at their respective maturities. Each Canadian Lender agrees to provide such records to Canadian

Borrower at Canadian Borrower’s expense upon request. Drafts drawn by Canadian Borrower to be accepted as Acceptances shall be signed by a duly authorized

officer or officers of Canadian Borrower or by its attorney-in-fact including any attorney-in-fact appointed pursuant to this Section 2.03(f). Canadian Borrower

hereby authorizes and requests each Canadian Lender in accordance with each Notice of Drawing received from Canadian Borrower pursuant to paragraph (c) to

take the measures with respect to a Draft or Drafts of Canadian Borrower then in possession of such Canadian Lender specified in paragraph (c)(iii) of this Section.

In case any authorized signatory of Canadian Borrower whose signature shall appear on any Draft shall cease to have such authority before the acceptance

of a Draft with respect to such Draft, the obligations of Canadian Borrower hereunder and under such Acceptance shall nevertheless be valid for all purposes as

if such authority had remained in force until such creation.

(g) Exculpation. No Canadian Lender shall be responsible or liable for its failure to accept a Draft if the cause of such failure is, in whole or in part, due

to the failure of Canadian Borrower to provide the Drafts or the power of attorney described in paragraph (f) above to such Canadian Lender on a timely basis nor shall any Canadian Lender be liable for any damage, loss or other claim arising by reason of any loss or improper use of any such Draft except loss or improper use arising by reason of the gross negligence or willful misconduct of such Canadian Lender.

(h) Rights of Canadian Lender as to Acceptances. Neither Canadian Agent nor any Canadian Lender shall have any responsibility as to the

application of the proceeds by Canadian Borrower of any discount of any Acceptances. For greater certainty, each Canadian Lender may, at any time, purchase

Acceptances issued by Canadian Borrower and may at any time and from time to time hold, sell, rediscount or otherwise dispose of any or all Acceptances

accepted and/or purchased by it.

(i) Acceptance Equivalent Loans. Whenever Canadian Borrower delivers a Notice of Drawing to Canadian Agent under this Agreement requesting

Canadian Lenders to accept Drafts, a Canadian Lender, other than a Schedule I Lender, which cannot or does not accept Drafts (a "Non-Acceptance Canadian

Lender") shall, in lieu of accepting Drafts, make an Acceptance Equivalent Loan. On each date on which Drafts are to be accepted, subject to the same terms and

conditions applicable to the acceptance of Drafts, any Non-Acceptance Canadian Lender that makes an Acceptance Equivalent Loan, upon delivery by Canadian

Borrower of an executed Discount Note payable to the order of such Non-Acceptance Canadian Lender, will remit to Canadian Agent in immediately available

funds for the account of Canadian Borrower the Acceptance equivalent discount proceeds in respect of the Discount Notes issued by Canadian Borrower to the

Non-Acceptance Canadian Lender. Each Non- Acceptance Canadian Lender may agree, in lieu of receiving any Discount Notes, that such Discount Notes may be

uncertificated and the applicable Acceptance Equivalent Loan shall be evidenced by a loan account which such Non-Acceptance Canadian Lender shall maintain

in its name, subject to Section 2.12, and reference to such uncertificated Discount Notes elsewhere in this Agreement shall be deemed to include reference to the

relevant Acceptance Equivalent Loan or loan account, as applicable.

(j) Terms Applicable to Discount Notes. The term "Acceptance" when used in this Agreement shall be construed to include Discount Notes and all

terms of this Agreement applicable to Acceptances shall apply equally to Discount Notes evidencing Acceptance Equivalent Loans with such changes as may in

the context be necessary (except that no Discount Note may be sold, rediscounted or otherwise disposed of by the Non-Acceptance Canadian Lender making

Acceptance Equivalent Loans). For greater certainty:

(i) a Discount Note shall mature and be due and payable on the same date as the maturity date for Acceptances specified in the

applicable Notice of Drawing;

(ii) an Acceptance Fee will be payable in respect of a Discount Note and shall be calculated at the same rate and in the same manner as the

Acceptance Fee in respect of an Acceptance;

(iii) a discount applicable to a Discount Note shall be calculated in the same manner and at the Discount Rate that would be applicable to

Acceptances accepted by a Lender that is not a Schedule I Lender pursuant to the applicable Notice of Drawing;

(iv) an Acceptance Equivalent Loan made by a Non-Acceptance Canadian Lender will be considered to be part of a Non-Acceptance

Canadian Lender's outstanding Acceptances for all purposes of this Agreement; and

(v) Canadian Borrower shall deliver Discount Notes to each Non-Acceptance Canadian Lender and grants to each Non-Acceptance Canadian

Lender a power of attorney in respect of the completion and execution of Discount Notes, each in accordance with Section 2.03(f).

(k) Prepayment of Acceptances and Discount Notes. No Acceptance or Discount Note may be repaid or prepaid prior to the maturity date of such

Acceptance or Discount Note, except in accordance with the provisions of Article VIII.

(l) Depository Bills and Notes Act. At the option of Canadian Borrower and any Canadian Lender, Acceptances and Discount Notes under this

Agreement to be accepted by such Canadian Lender may be issued in the form of depository bills and depository notes, respectively, for deposit with The Canadian Depository for Securities Limited pursuant to the Depository Bills and Notes Act (Canada). All depository bills and depository notes so issued shall be governed by the Depository Bills and Notes Act (Canada) and the provisions of this Section 2.03.

(m) Circumstances Making Acceptances Unavailable. If Canadian Agent or Required Canadian Lenders determines in good faith, which determination

shall be final, conclusive and binding upon Canadian Borrower, and notifies Canadian Borrower that, by reason of circumstances affecting the money market there is

no market for Acceptances or the demand for Acceptances is insufficient to allow the sale or trading of the Acceptances created hereunder, then:

(i) the right of Canadian Borrower to request the acceptance and purchase of Acceptances shall be suspended until Canadian Agent or

Required Canadian Lenders determines that the circumstances causing such suspension no longer exist and Canadian Agent so notifies Canadian

Borrower; and

(ii) any Notice of Drawing in respect of an Acceptance which is outstanding shall be cancelled and such notice shall (at the option of

Canadian Borrower) be deemed to be a request for a Borrowing of or conversion to a Canadian Prime Rate Loan in principal amount equal to the Discount

Proceeds that would have been payable in respect of the requested Acceptance less the Acceptance Fee that would have been payable in respect thereof.

Canadian Agent shall promptly notify Canadian Borrower of the suspension of Canadian Borrower's right to request acceptance and purchase of Acceptances and of the

termination of any such suspension.

2.04. Letters of Credit.

(a) The Letter of Credit Commitment.

(i) Subject to the terms and conditions set forth herein, (A) U.S. L/C Issuer and Canadian L/C Issuer agree, in reliance upon the agreements of

the other Lenders set forth in this Section 2.04, (1) from time to time on any Business Day during the period from the Closing Date until the L/C Expiration

Date, to issue Letters of Credit for the account of U.S. Borrower and Canadian Borrower, respectively, and to amend or extend Letters of Credit previously

issued by them, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; (B) U.S. Lenders severally agree to

participate in U.S. Letters of Credit issued for the account of U.S. Borrower and any drawings thereunder; provided that after giving effect to any U.S.

L/C Credit Extension with respect to any U.S. Letter of Credit, (x) the Total U.S. Outstandings shall not exceed the lesser of (I) Aggregate U.S. Commitments,

or (II) the U.S. Borrowing Base, (y) the aggregate Outstanding Amount of the U.S. Committed Loans of any Lender, plus such Lender's Applicable Percentage

of the Outstanding Amount of all U.S. L/C Obligations, plus such U.S. Lender's Applicable Percentage of the Outstanding Amount of all U.S. Swing Line

Loans shall not exceed such U.S. Lender's Commitment, and (z) the Outstanding Amount of the U.S. L/C Obligations shall not exceed the U.S. L/C Sublimit;

and (C) Canadian Lenders severally agree to participate in Canadian Letters of Credit issued for the account of Canadian Borrower and any

drawings thereunder; provided that after giving effect to any Canadian L/C Credit Extension with respect to any Canadian Letter of Credit, (x) the Total

Canadian Outstandings shall not exceed the lesser of (I) the Aggregate Canadian Commitments, or (II) the Canadian Borrowing Base, (y) the aggregate

Outstanding Amount of the Canadian Committed Loans of any Canadian Lender, plus such Canadian Lender's Applicable Percentage of the Outstanding

Amount of all Canadian L/C Obligations shall not exceed such Canadian Lender's Commitment, and (z) the Outstanding Amount of the Canadian L/C

Obligations shall not exceed the Canadian L/C Sublimit. Each request by a Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be

a representation by such Borrower that the applicable L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding

sentence. Within the foregoing limits, and subject to the terms and conditions hereof, each Borrower's ability to obtain Letters of Credit shall be fully

revolving, and accordingly each Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have

been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, shall constitute U.S. Letters of Credit

issued at the request of U.S. Borrower, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. Any cash

collateral held by U.S. L/C Issuer on the Closing Date in respect of the Existing Letters of Credit will be released to U.S. Borrower on the Closing Date.

(ii) Neither L/C Issuer shall issue any Letter of Credit, if:

A. subject to Section 2.04(b)(iv), the expiry date of such requested Letter of Credit would occur more than twelve months after the date

of issuance or last extension, unless Required Lenders have approved such expiry date; or

B. the expiry date of such requested Letter of Credit would occur after the L/C Expiration Date, unless, in the case of a U.S. Letter of

Credit, all U.S. Lenders or, in the case of a Canadian Letter of Credit, all Canadian Lenders, have approved such expiry date.

(iii) Neither L/C Issuer shall be under any obligation to issue any Letter of Credit if:

A. any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the

applicable L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive

(whether or not having the force of law) from any Governmental Authority with jurisdiction over the applicable L/C Issuer shall

prohibit, or request that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in

particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction,reserve or capital requirement

(for which such L/C Issuer is not herwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such

L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in

good faith deems material to it; unreimbursed loss, cost or expense which was not applicable on the Closing Date and which

such L/C Issuer in good faith deems material to it;

B. the issuance of such Letter of Credit would violate one or more policies of the applicable L/C Issuer;

C. except as otherwise agreed by the applicable Agent and the applicable L/C Issuer, such Letter of Credit is in an initial stated amount

less than $100,000, in the case of a commercial Letter of Credit, or $100,000, in the case of a standby Letter of Credit;

D. any U.S. Letter of Credit is to be denominated in a currency other than U.S. Dollars or any Canadian Letter of Credit is to be

denominated in a currency other than U.S. Dollars or Canadian Dollars;

E. a default of any Lender's obligations to fund under Section 2.04(c) exists or any Lender is at such time a Defaulting Lender

hereunder, unless the applicable L/C Issuer has entered into satisfactory arrangements with the applicable Borrower or such

Lender to eliminate such L/C Issuer's risk with respect to such Lender; or

F. unless specifically provided for in this Agreement, such Letter of Credit contains any provisions for automatic reinstatement of

the stated amount after any drawing thereunder.

(iv) Neither L/C Issuer shall amend any Letter of Credit if such L/C Issuer would not be permitted at such time to issue such Letter of Credit

in its amended form under the terms hereof.

(v) Neither L/C Issuer shall be under any obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such

time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed

amendment to such Letter of Credit.

(vi) U.S. L/C Issuer shall act on behalf of U.S. Lenders and Canadian L/C Issuer shall act on behalf of Canadian Lenders with respect to any

Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to

Agents in Article IX with respect to any acts taken or omissions suffered by either L/C Issuer in connection with Letters of Credit issued by it or proposed to

be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term "Administrative Agent" or "Agent" as used in Article IX

included each L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to L/C Issuer.

(b) Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit.

(i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of U.S. Borrower delivered to U.S. L/C Issuer (with a

copy to U.S. Agent) or upon the request of Canadian Borrower delivered to Canadian L/C Issuer (with a copy to Canadian Agent) in the form of a L/C

Application, appropriately completed and signed by a Responsible Officer of the applicable Borrower. Such L/C Application must be received by the applicable

L/C Issuer and the applicable Agent not later than 10:00 A. M. at least two Business Days (or such later date and time as the applicable Agent and the

applicable L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be.

In the case of a request for an initial issuance of a Letter of Credit, such L/C Application shall specify in form and detail satisfactory to the applicable L/C

Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) in the case of Canadian

Letters of Credit, whether the Letter of Credit is to be denominated in U.S. Dollars or Canadian Dollars, (D) the expiry date thereof; (E) the name and address of

the beneficiary thereof; (F) the documents to be presented by such beneficiary in case of any drawing thereunder; (G) the full text of any certificate to be

presented by such beneficiary in case of any drawing thereunder; and (H) such other matters as the applicable L/C Issuer may require. In the case of a request

for an amendment of any outstanding Letter of Credit, such L/C Application shall specify in form and detail satisfactory to the applicable L/C Issuer (A) the

Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and

(D) such other matters as the applicable L/C Issuer may require. Additionally, the applicable Borrower shall furnish to the applicable L/C Issuer and the

applicable Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any

Issuer Documents, as such L/C Issuer or such Agent may reasonably require.

(ii) Promptly after receipt of any L/C Application at the address set forth in Section 10.02 for receiving L/C Applications and related

correspondence, the applicable L/C Issuer will confirm with the applicable Agent (by telephone or in writing) that the applicable Agent has received a copy of

such L/C Application from the applicable Borrower and, if not, such L/C Issuer will provide the applicable Agent with a copy thereof. Unless (x) in the case of

U.S. Letters of Credit the applicable L/C Issuer has received written notice from any U.S. Lender, U.S. Agent or any U.S. Loan Party, or (y) in the case of

Canadian Letters of Credit, Canadian L/C Issuer has received written notice from any Canadian Lender, Canadian Agent or any Canadian Loan Party, in either

case at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions

in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, the applicable L/C Issuer shall, on the requested date, issue a

Letter of Credit for the account of Borrower requesting the Letter of Credit or enter into the applicable amendment, as the case may be, in each case in

accordance with such L/C Issuer's usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each U.S. Lender, in the case

of a U.S. Letter of Credit, and each Canadian Lender, in the case of a Canadian Letter of Credit, shall be deemed to, and hereby irrevocably and unconditionally

agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender's Applicable

Percentage times the amount of such Letter of Credit.

(iii ) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the

beneficiary thereof, U.S. L/C Issuer, in the case of a U.S. Letter of Credit, will also deliver to U.S. Borrower and U.S. Agent and Canadian L/C Issuer, in the case

of a Canadian Letter of Credit, will also deliver to Canadian Borrower and Canadian Agent a true and complete copy of such Letter of Credit or amendment.

(iv) If either Borrower so requests in any applicable L/C Application, the applicable L/C Issuer may, in its sole and absolute discretion, agree to

issue a Letter of Credit that has automatic extension provisions (each, an "Auto-Extension Letter of Credit"); provided that any such Auto-Extension Letter of

Credit must permit the applicable L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance

of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the "Non-Extension Notice Date") in each such twelve-month

period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable L/C Issuer, the applicable Borrower shall not

be required to make a specific request to such L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, U.S. Lenders, in the

case of a U.S. Letter of Credit, and Canadian Lenders, in the case of a Canadian Letter of Credit, shall be deemed to have authorized (but may not require) the

applicable L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the L/C Expiration Date; provided, however,

that the applicable L/C Issuer shall not permit any such extension if (A) such L/C Issuer has determined that it would not be permitted, or would have no

obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii)

of Section 2.04(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before

the Non-Extension Notice Date (1) from, in the case of a U.S. Letter of Credit, U.S. Agent that Required Lenders have elected not to permit such extension or, in

the case of a Canadian Letter of Credit, Canadian Agent that Canadian Lenders have elected not to permit such extension or (2) in the case of a U.S. Letter of

Credit from U.S. Agent, any U.S. Lender or U.S. Borrower, or in the case of a Canadian Letter of Credit, from Canadian Agent, any Canadian Lender

or Canadian Borrower, that one or more of the applicable conditions specified in Section 4.02 is not then satisfied and directing the applicable L/C Issuer not to

permit such extension.

(v) If either Borrower so requests in any applicable Letter of Credit Application, the applicable L/C Issuer may, in its sole and absolute

discretion, agree to issue a Letter of Credit that permits the automatic reinstatement of all or a portion of the stated amount thereof after any drawing thereunder

(each, an "Auto- Reinstatement Letter of Credit"). Unless otherwise directed by the applicable L/C Issuer, the applicable Borrower shall not be required to make

a specific request to such L/C Issuer to permit such reinstatement. Once an Auto-Reinstatement Letter of Credit has been issued, except as provided in the

following sentence, U.S. Lenders, in the case of a U.S. Letter of Credit, and Canadian Lenders, in the case of a Canadian Letter of Credit, shall be deemed to

have authorized (but may not require) the applicable L/C Issuer to reinstate all or a portion of the stated amount thereof in accordance with the provisions of

such Letter of Credit. Notwithstanding the foregoing, if such Auto-Reinstatement Letter of Credit permits the applicable L/C Issuer to decline to reinstate all or

any portion of the stated amount thereof after a drawing thereunder by giving notice of such non-reinstatement within a specified number of days after such

drawing (the "Non-Reinstatement Deadline"), the applicable L/C Issuer shall not permit such reinstatement if it has received a notice (which may be by

telephone or in writing) on or before the day that is five Business Days before the Non- Reinstatement Deadline (A) in the case of a U.S. Letter of Credit, from

U.S. Agent that U.S. Required Lenders have elected not to permit such reinstatement, or in the case of a Canadian Letter of Credit, from Canadian Agent that

Required Canadian Lenders have elected not to permit such reinstatement or (B) in the case of a U.S. Letter of Credit, from U.S. Agent, any U.S. Lender or U.S.

Borrower, or, in the case of a Canadian Letter of Credit, from Canadian Agent, any Canadian Lender or Canadian Borrower, that one or more of the applicable

conditions specified in Section 4.02 is not then satisfied (treating such reinstatement as an L/C Credit Extension for purposes of this clause) and, in each case,

directing the applicable L/C Issuer not to permit such reinstatement.

(i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the applicable L/C Issuer

shall, in the case of a U.S. Letter of Credit, notify U.S. Borrower and U.S. Agent thereof, or, in the case of a Canadian Letter of Credit, notify Canadian

Borrower and Canadian Agent thereof. On the date of any payment by the applicable L/C Issuer under a Letter of Credit (each such date, an "Honor Date"), U.S. Agent shall promptly notify each U.S. Lender, in the case of a U.S. Letter of Credit, or Canadian Agent shall notify each Canadian Lender, in the case of a Canadian Letter of Credit, of the Honor Date, the amount of the drawing (the "Unreimbursed Amount"), and the amount of such Lender's Applicable Percentage thereof. On the Honor Date, the applicable Borrower shall be deemed to have requested a Committed Borrowing of Base Rate Loans, in the case of a Letter of Credit denominated in U.S. Dollars, or Canadian Prime Loans, in the case of a Letter of Credit denominated in Canadian Dollars, to be disbursed in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans or Canadian Prime Loans, as applicable, but subject to the amount of the unutilized portion of the Aggregate Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). Any notice given by either L/C Issuer or either Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of

such notice.

(ii) Each applicable Lender shall upon any notice pursuant to Section 2.03(c)(i) make funds available to the applicable Agent for the account

of the applicable L/C Issuer at the applicable Agent's Office in an amount equal to its Applicable Percentage of the Unreimbursed Amount not later than 12:00

noon on the Business Day specified in such notice by the applicable Agent, whereupon, subject to the provisions of Section 2.04(c)(iii), each Lender that so

makes funds shall be deemed to have made a Base Rate Committed Loan or a Canadian Prime Committed Loan, as applicable, to the applicable Borrower in such

amount. The applicable Agent shall remit the funds so received to the applicable L/C Issuer.

(iii) With respect to any Unreimbursed Amount that is not fully refinanced (i) by a Committed Borrowing of Base Rate Loans in the case of a U.S.

Letter of Credit, or (ii) by a Committed Borrowing of Canadian Prime Loans in the case of a Canadian Letter of Credit because the conditions set forth in

Section 4.02 cannot be satisfied or for any other reason, the applicable Borrower shall be deemed to have incurred from the applicable L/C Issuer an L/C

Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with

interest) and shall bear interest at the Default Rate. In such event, each Lender's payment to Agent for the account of L/C Issuer pursuant to Section 2.03(c)

(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its

participation obligation under this Section 2.04.

(iv) Until each Lender funds its Committed Loan or L/C Advance pursuant to this Section 2.04(c) to reimburse L/C Issuer for any amount

drawn under any Letter of Credit, interest in respect of such Lender's Applicable Percentage of such amount shall be solely for the account of the applicable L/C

Issuer.

(v) Each Lender's obligation to make Committed Loans or L/C Advances to reimburse the applicable L/C Issuer for amounts drawn under

Letters of Credit, as contemplated by this Section 2.04(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any

setoff, counterclaim, recoupment, defense or other right which such Lender may have against the applicable L/C Issuer, the applicable Borrower or any other

Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any

of the foregoing; provided, however, that each Lender's obligation to make Committed Loans pursuant to this Section 2.04(c) is subject to the conditions set

forth in Section 4.02 (other than delivery by the applicable Borrower of a Committed Loan Notice). No such making of an L/C Advance shall relieve or otherwise

impair the obligation of any Borrower to reimburse the applicable L/C Issuer for the amount of any payment made by the applicable L/C Issuer under any Letter

of Credit, together with interest as provided herein.

(vi) If any Lender fails to make available to U.S. Agent, in the case of a U.S. Letter of Credit, or Canadian Agent, in the case of a Canadian Letter

of Credit, for the account of the applicable L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this

Section 2.04 (c) by the time specified in Section 2.04(c)(ii), the applicable L/C Issuer shall be entitled to recover from such Lender (acting through the applicable

Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately

available to such L/C Issuer at a rate per annum equal to the greater of (A) the Federal Funds Rate or the Interbank Reference Rate, as applicable, and (B) a rate

determined by such L/C issuer in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees

customarily charged by the such L/C Issuer in connection with the foregoing. A certificate of the applicable L/C Issuer submitted to any Lender (through the

applicable Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest error.

(d) Repayment of Participations.

(i) At any time after either L/C Issuer has made a payment under any Letter of Credit and has received from any Lender such Lender's L/C

Advance in respect of such payment in accordance with Section 2.04(c), if the applicable Agent receives for the account of such L/C Issuer any payment in

respect of the related Unreimbursed Amount or interest thereon (whether directly from the applicable Borrower or otherwise, including proceeds of Cash

Collateral applied thereto by the applicable Agent), the applicable Agent will distribute to such Lender its Applicable Percentage thereof (appropriately

adjusted, in the case of interest payments, to reflect the period of time during which such Lender's L/C Advance was outstanding) in the same funds as those

received by Agent.

(ii) If any payment received by an Agent for the account of a L/C Issuer pursuant to Section 2.04(c)(i) is required to be returned under any of

the circumstances described in Section 10.05 (including pursuant to any settlement entered into by such L/C Issuer in its discretion), each U.S. Lender, in the

case of a U.S. Letter of Credit, and each Canadian Lender, in the case of a Canadian Letter of Credit, shall pay to the applicable Agent for the account of the

applicable L/C Issuer its Applicable Percentage thereof on demand of such Agent, plus interest thereon from the date of such demand to the date such amount

is returned by such Lender, at a rate per annum equal to the Federal Funds Rate or the Interbank Reference Rate, as applicable, from time to time in effect. The

obligations of Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

(e) Obligations Absolute. The obligation of a Borrower to reimburse the applicable L/C Issuer for each drawing under each Letter of Credit and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

(i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other Loan Document;

(ii) the existence of any claim, counterclaim, setoff, defense or other right that such Borrower or any Subsidiary may have at any time against

any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), L/C Issuer or any

other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument

relating thereto, or any unrelated transaction;

(iii) any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent or invalid in any

respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in

order to make a drawing under such Letter of Credit;

(iv) any payment by a L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the

terms of such Letter of Credit; or any payment made by a L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor- in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter

of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; or

(v) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that

might otherwise constitute a defense available to, or a discharge of, a Borrower or any Subsidiary.

Each Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance

with such Borrower's instructions or other irregularity, such Borrower will immediately notify the applicable L/C Issuer. Each Borrower shall be conclusively deemed to have

waived any such claim against the applicable L/C Issuer and its correspondents unless such notice is given as aforesaid.

(f) Role of L/C Issuers. Each Lender and each Borrower agree that, in paying any drawing under a Letter of Credit, the applicable L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuers, Agents, any of their respective Related Parties nor any correspondent, participant or assignee of any L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of Lenders or Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. Each Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude any Borrower's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuers, Agents, any of their respective Related Parties nor any correspondent, participant or assignee of a L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.04(e); provided, however, that anything in such clauses to the contrary notwithstanding, a Borrower may have a claim against the applicable L/C Issuer, and the applicable L/C Issuer may be liable to a Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Borrower which such Borrower proves were caused by such L/C Issuer's willful misconduct or gross negligence or such L/C Issuer's willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, each L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and L/C Issuers shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

(g) Cash Collateral. Upon the request of U.S. Agent, in the case of a U.S. Letter of Credit, or Canadian Agent, in the case of a Canadian Letter of Credit, (i) if the applicable L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of the L/C Expiration Date, any L/C Obligation for any reason remains outstanding, U.S. Borrower, in the case of a U.S. Letter of Credit, or Canadian Borrower, in the case of a Canadian Letter of Credit, shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations. Sections 2.06 and 8.02(c) set forth certain additional requirements to deliver Cash Collateral hereunder. For purposes hereof, "Cash Collateralize" means to pledge and deposit with or deliver to the applicable Agent, for the benefit of the applicable L/C Issuer and the applicable Lenders, as collateral for the L/C Obligations, cash or deposit account balances pursuant to documentation in form and substance satisfactory to the applicable Agent and the applicable L/C Issuer (which documents are hereby consented to by the applicable Lenders). Derivatives of such term have corresponding meanings. U.S. Borrower hereby grants to U.S. Agent, for the benefit of U.S. L/C Issuer and U.S. Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash collateral shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America or Bank of America Canada, as applicable. All amounts of cash or deposit account balances under this clause (g), to the extent not applied to the Obligations in accordance with the terms of this Agreement, shall be returned to the applicable Borrower within three (3) Business Days after all L/C Borrowings of such Borrower have been paid, all Events of Default shall have been waived or cured and such Borrower has provided a written request for the return of such funds.

(h) Applicability of ISP and UCP. Unless otherwise expressly agreed by the applicable L/C Issuer and the applicable Borrower when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), (i) the rules of the ISP shall apply to each standby Letter of Credit, and (ii) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce (the "ICC") at the time of issuance shall apply to each commercial Letter of Credit.

(i) L/C Fees. U.S. Borrower shall pay to U.S. Agent for the account of each U.S. Lender, and Canadian Borrower shall pay to Canadian Agent for the

account of each Canadian Lender, in accordance with its Applicable Percentage a Letter of Credit fee (the "L/C Fee") (i) for each commercial Letter of Credit equal to the Applicable Rate timesthe daily amount available to be drawn under such Letter of Credit, and (ii) for each standby Letter of Credit equal to the Applicable Rate times the daily amount available to be drawn under such Letter of Credit. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. L/C Fees shall be (i) computed on a quarterly basis in arrears and (ii) due and payable on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the L/C Expiration Date and thereafter on demand. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Lenders, while any Event of Default exists, all L/C Fees shall accrue at the Default Rate.

(j) Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. Each Borrower shall pay directly to L/C Issuers for their own

respective accounts a fronting fee (i) with respect to each commercial Letter of Credit, at the rate specified in the Agent Fee Letter, computed on the amount of such Letter of Credit, and payable upon the issuance thereof, (ii) with respect to any amendment of a commercial Letter of Credit increasing the amount of such Letter of Credit, at a rate separately agreed between the applicable Borrower and the applicable L/C Issuer, computed on the amount of such increase, and payable upon the effectiveness of such amendment,and (iii) with respect to each standby Letter of Credit, at the rate per annum specified in the Agent Fee Letter, computed on the daily amount available to be drawn under such Letter of Credit on a quarterly basis in arrears Such fronting fee shall be due and payable on the last Business Day of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the L/C Expiration Date and thereafter on demand. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. In addition, each Borrower shall pay directly to the applicable L/C Issuer for its own account the

customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of such L/C Issuer relating to letters of credit as from time to

time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

(k) Conflict with Issuer Documents. In the event of any conflict between the terms hereof and the terms of any Issuer Documents, the terms hereof

shall control.

(l) Letters of Credit Issued for Subsidiaries. Notwithstanding that a U.S. Letter of Credit issued or outstanding hereunder is in support of any

obligations of, or is for the account of, a Subsidiary, U.S. Borrower shall be obligated to reimburse U.S. L/C Issuer hereunder for any and all drawings under such U.S. Letter of Credit. U.S. Borrower hereby acknowledges that the issuance of U.S. Letters of Credit for the account of Subsidiaries inures to the benefit of U.S. Borrower, and that U.S. Borrower's

business derives substantial benefits from the businesses of such Subsidiaries.

2.05. U.S. Swing Line Loans.

(a) The U.S. Swing Line. Subject to the terms and conditions set forth herein, U.S. Swing Line Lender agrees, in reliance upon the agreements of the other

U.S. Lenders set forth in this Section 2.05, to make loans (each such loan, a "U.S. Swing Line Loan") to U.S. Borrower from time to time on any U.S. Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the U.S. Swing Line Sublimit, notwithstanding the fact that such U.S. Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of U.S. Committed Loans and U.S. L/C Obligations of U.S. Lender acting as U.S. Swing Line Lender, may exceed the amount of such U.S. Lender's Commitment; provided, however, that after giving effect to any U.S. Swing Line Loan, (i) the Total U.S. Outstandings shall not exceed the lesser of (x) the Aggregate U.S. Commitments or (y) the U.S. Borrowing Base, and (ii) the aggregate Outstanding Amount of the U.S. Committed Loans of any U.S. Lender, plus such U.S. Lender's Applicable Percentage of the Outstanding Amount of all U.S. L/C Obligations, plus such U.S. Lender's Applicable Percentage of the Outstanding Amount of all U.S. Swing Line Loans shall not exceed such U.S. Lender's U.S. Commitment, and provided, further, that U.S. Borrower shall not use the proceeds of any U.S. Swing Ling Loan to refinance any outstanding U.S. Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, U.S. Borrower may borrow under this Section 2.05, prepay under Section 2.06 and reborrow under this Section 2.05. Each U.S. Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a U.S. Swing Line Loan, each U.S. Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from U.S. Swing Line Lender a risk participation in such U.S. Swing Line Loan in an amount equal to the product of such U.S. Lender's Applicable Percentage times the amount of such U.S. Swing Line Loan.

(b) Borrowing Procedures. Each U.S. Swing Line Borrowing shall be made upon U.S. Borrower's irrevocable written Swing Line Loan Notice to U.S. Swing

Line Lender and U.S. Agent, which may be given by facsimile. Each such written Swing Line Loan Notice must be received by U.S. Swing Line Lender and U.S. Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000, and (ii) the requested borrowing date, which shall be a U.S. Business Day. Each such written Swing Line Loan Notice must be appropriately completed and signed by a Responsible Officer of U.S. Borrower. Promptly

after receipt by U.S. Swing Line Lender of any Swing Line Loan Notice, U.S. Swing Line Lender will confirm with U.S. Agent (by telephone or in writing) that U.S. Agent has

also received such Swing Line Loan Notice and, if not, U.S. Swing Line Lender will notify U.S. Agent (by telephone or in writing) of the contents thereof. Unless U.S. Swing

Line Lender has received notice (by telephone or in writing) from U.S. Agent (including at the request of any U.S. Lender) prior to 2:00 p.m. on the date of the proposed U.S.

Swing Line Borrowing (A) directing U.S. Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of

Section 2.05(a), or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, U.S. Swing

Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its U.S. Swing Line Loan available to U.S.

Borrower at its office by crediting the account of U.S. Borrower on the books of U.S. Swing Line Lender in immediately available funds. U.S. Lenders agree that U.S. Swing

Line Lender may agree to modify the borrowing procedures used in connection with the U.S. Swing Line in its discretion and without affecting any of the obligations of U.S.

Lenders hereunder other than notifying U.S. Agent of a Swing Line Loan Notice.

(i) U.S. Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of U.S. Borrower (which hereby irrevocably authorizes U.S. Swing Line Lender to so request on its behalf), that each U.S. Lender make a Base Rate Committed Loan in an amount equal to such U.S. Lender's Applicable Percentage of the amount of U.S. Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Aggregate Commitments and the conditions set forth in Section 4.02. U.S. Swing Line Lender shall furnish U.S. Borrower with a copy of the applicable Committed Loan Notice promptly after delivering such notice to U.S. Agent. Each U.S. Lender shall make an amount equal to its Applicable Percentage of the amount specified in such Committed Loan Notice available to U.S. Agent in immediately available funds for the account of U.S. Swing Line Lender at U.S. Agent's Office not later than 1:00 p.m. on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.05(c)(ii), each U.S. Lender that so makes funds available shall be deemed to have made a Base Rate Committed Loan to U.S. Borrower in such amount. U.S. Agent shall remit the funds so received to U.S. Swing Line Lender.

(ii) If for any reason any U.S. Swing Line Loan cannot be refinanced by such a Committed Borrowing in accordance with Section 2.05(c)(i), the request for Base Rate Committed Loans submitted by U.S. Swing Line Lender as set forth herein shall be deemed to be a request by U.S. Swing Line Lender that each of the U.S. Lenders fund its risk participation in the relevant U.S. Swing Line Loan and each U.S. Lender's payment to U.S. Agent for the account of U.S. Swing Line Lender pursuant to Section 2.05(c)(i) shall be deemed payment in respect of such participation.

(iii) If any U.S. Lender fails to make available to U.S. Agent for the account of U.S. Swing Line Lender any amount required to be paid by such U.S. Lender pursuant to the foregoing provisions of this Section 2.05(c) by the time specified in Section 2.05(c)(i), U.S. Swing Line Lender shall be entitled to recover from such U.S. Lender (acting through U.S. Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to U.S. Swing Line Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by U.S. Swing Line Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by U.S. Swing Line Lender in connection with the foregoing. A certificate of U.S. Swing Line Lender submitted to any U.S. Lender (through U.S. Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.

(iv) Each U.S. Lender's obligation to make U.S. Committed Loans or to purchase and fund risk participations in U.S. Swing Line Loans pursuant to this Section 2.05(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such U.S. Lender may have against U.S. Swing Line Lender, U.S. Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each U.S. Lender's obligation to make U.S. Committed Loans pursuant to this Section 2.05(c) is subject to the conditions set forth in Section 4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of U.S. Borrower to repay U.S. Swing Line Loans, together with interest as provided herein.

(d) Repayment of Participations.

(i) At any time after any U.S. Lender has purchased and funded a risk participation in a U.S. Swing Line Loan, if U.S. Swing Line Lender

receives any payment on account of such U.S. Swing Line Loan, U.S. Swing Line Lender will distribute to such U.S. Lender its Applicable Percentage of such

payment (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such U.S. Lender's risk participation was funded)

in the same funds as those received by U.S. Swing Line Lender.

(ii) If any payment received by U.S. Swing Line Lender in respect of principal or interest on any U.S. Swing Line Loan is required to be

returned by U.S. Swing Line Lender under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into by U.S. Swing

Line Lender in its discretion), each U.S. Lender shall pay to U.S. Swing Line Lender its Applicable Percentage thereof on demand of U.S. Agent, plus interest

thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the Federal Funds Rate. U.S. Agent will make such

demand upon the request of U.S. Swing Line Lender. The obligations of U.S. Lenders under this clause shall survive the payment in full of the Obligations and

the termination of this Agreement.

(e) Interest for Account of U.S. Swing Line Lender. U.S. Swing Line Lender shall be responsible for invoicing U.S. Borrower for interest on the U.S. wing

Line Loans. Until each U.S. Lender funds its Base Rate Committed Loan or risk participation pursuant to this Section 2.05 to refinance such U.S. Lender's Applicable

Percentage of any U.S. Swing Line Loan, interest in respect of such Applicable Percentage shall be solely for the account of U.S. Swing Line Lender.

(f) Payments Directly to U.S. Swing Line Lender. U.S. Borrower shall make all payments of principal and interest in respect of the U.S. Swing Line Loans

directly to U.S. Swing Line Lender.

2.06. Prepayments.

(a) Borrowers may, upon notice to U.S. Agent, in the case of U.S. Committed Loans, or to Canadian Agent, in the case of Canadian Committed Loans, at any

time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the applicable

Agent not later than 10:00 A. M. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Committed

Loans or Canadian Prime Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof;

(iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of U.S. $500,000 or a whole multiple of $100,000 in excess thereof and (iv) any prepayment of

CanadianPrime Committed Loans shall be in a principal amount of Cdn. $500,000 or a whole multiple of Cdn. $100,000 in excess thereof or, in each case, if less, the entire

principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and the Type(s) of Committed Loans to

be prepaid. U.S. Agent, in the case of prepayment of U.S. Committed Loans, and Canadian Agent, in the case of prepayment of Canadian Committed Loans (other than

Acceptances or Discount Notes), will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender's Applicable Percentage of

such prepayment. If such notice is given by a Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and

payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any

additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Committed Loans of the applicable Lenders in accordance with their

respective Applicable Percentages.

(b) U.S. Borrower may, upon notice to U.S. Swing Line Lender (with a copy to U.S. Agent), at any time or from time to time, voluntarily prepay U.S. Swing

Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the U.S. Swing Line Lender and U.S. Agent not later than 1:00

p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of U.S. $100,000 or, if less, the entire principal amount thereof then

outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by U.S. Borrower, U.S. Borrower shall make such prepayment and

the payment amount specified in such notice shall be due and payable on the date specified therein.

(c) If for any reason the Total U.S. Outstandings at any time exceed the lesser of (i) the Aggregate U.S. Commitments then in effect, or (ii) the U.S.

Borrowing Base, U.S. Borrower shall immediately prepay U.S. Loans and/or Cash Collateralize the U.S. L/C Obligations in an aggregate amount equal to such excess; provided,

however, that U.S. Borrower shall not be required to Cash Collateralize the U.S. L/C Obligations pursuant to this Section 2.06(c) unless after the prepayment in full of the U.S.

Loans the Total U.S. Outstandings exceed the lesser of (i) the Aggregate U.S. Commitments then in effect or (ii) the U.S. Borrowing Base. If for any reason the Total Canadian

Outstandings at any time exceed the lesser of (i) the Aggregate Canadian Commitments then in effect or (ii) the Canadian Borrowing Base, Canadian Borrower shall

immediately prepay Canadian Loans and/or Cash Collateralize the Canadian L/C Obligations in an aggregate amount equal to such excess; provided, however, that Canadian

Borrower shall not be required to Cash Collateralize the Canadian L/C Obligations pursuant to this Section 2.06(c) unless after the prepayment in full of the Canadian Loans

the Total Canadian Outstandings exceed the lesser of (i) the Aggregate Canadian Commitments then in effect or (ii) the Canadian Borrowing Base.

2.07. Termination or Reduction of Commitments. U.S. Borrower may, upon notice to U.S. Agent and Canadian Borrower may, upon notice to Canadian Agent, terminate the Aggregate U.S. Commitments, or the Aggregate Canadian Commitments, as the case may be, or from time to time permanently reduce the Aggregate U.S. Commitments, or the Aggregate Canadian Commitments, as the case may be; provided that (i) any such notice shall be received by the applicable Agent not later than 10:00 A. M. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 or any whole multiple of $500,000 in excess thereof, (iii) Borrowers shall not terminate or reduce the Aggregate U.S. Commitments or the Aggregate Canadian Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total U.S. Outstandings would exceed the Aggregate U.S. Commitments, or the Total Canadian Outstandings would exceed the Aggregate Canadian Commitments, (iv) if, after giving effect to any reduction of the Aggregate U.S. Commitments, the U.S. L/C Sublimit or the U.S. Swing Line Sublimit exceeds the amount of the Aggregate U.S. Commitments, such Sublimit shall be automatically reduced by the amount of such excess; and (v) if, after giving effect to any reduction of the Aggregate Canadian Commitments, the Canadian L/C Sublimit exceeds the amount of the Aggregate Canadian Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The applicable Agent will promptly notify the applicable Lenders of any such notice of termination or reduction of the Aggregate U.S. Commitments or the Aggregate Canadian Commitments. Any reduction of the Aggregate U.S. Commitments shall be applied to the U.S. Commitment of each U.S. Lender according to its Applicable Percentage and any reduction of the Aggregate Canadian Commitments shall be applied to the Canadian Commitment of each Canadian Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate U.S. Commitments or the Aggregate Canadian Commitments, as the case may be, shall be paid on the effective date of such termination.

2.08. Repayment of Loans.

(a) Each Borrower shall repay to Lenders on the Maturity Date the aggregate principal amount of Committed Loans outstanding to such Borrower on

such date.

(b) U.S. Borrower shall repay to U.S. Swing Line Lender each U.S. Swing Line Loan on the earlier to occur of (i) demand by U.S. Swing Line Lender and

(ii) the Maturity Date.

2.09. Interest.

(a) Subject to the provisions of subsection (b) below, (i) each Eurodollar Rate Loan shall bear interest on the outstanding principal amount thereof for

each Interest Period at a rate per annum equal to the Eurodollar Rate for such Interest Period plus the Applicable Rate; (ii) each Base Rate Committed Loan shall bear interest

on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate; (iii) each U.S. Swing Line Loan shall bear interest

on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate; and (iv) each Canadian Prime

Committed Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Canadian Prime Rate.

(b) (i) If any amount of principal of any Loan is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by

acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted

by applicable Laws.

(ii) If any amount (other than principal of any Loan) payable by either Borrower under any Loan Document is not paid when due (without regard

to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon the request of Required Lenders, such amount shall thereafter

bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(iii) Upon the request of Required Lenders, while any Event of Default exists, Borrowers shall pay interest on the principal amount of all

outstanding Obligations hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(iv) Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

(c) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be

specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any

proceeding under any Debtor Relief Law.

2.10. Fees. In addition to certain fees described in subsections (i) and (j) of Section 2.04:

(a) Commitment Fee. U.S. Borrower shall pay to U.S. Agent for the account of each U.S. Lender in accordance with its Applicable Percentage,

a commitment fee equal to the Applicable Rate times the actual daily amount by which the Aggregate U.S. Commitments exceed the sum of (i) the Outstanding Amount of

U.S. Committed Loans and (ii) the Outstanding Amount of U.S. L/C Obligations. Canadian Borrower shall pay to Canadian Agent for the account of each Canadian Lender

in accordance with its Applicable Percentage, a commitment fee equal to the Applicable Rate times the actual daily amount by which the Aggregate Canadian Commitments

exceed the sum of (i) the Outstanding Amount of Canadian Committed Loans and (ii) the Outstanding Amount of Canadian L/C Obligations. The commitment fees shall

accrue at all times during the Availability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable

quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on

the Maturity Date. The commitment fees shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily

amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. For purposes of

computing the commitment fee, U.S. Swing Line Loans shall not be counted towards or considered usage of the Aggregate U.S. Commitments.

(b) Agent's Fees. U.S. Borrower shall pay to U.S. Agent for Agent's own account, fees in the amounts and at the times specified in the letter

agreement, dated June 1, 2005 (the "Agent Fee Letter"), between U.S. Borrower and U.S. Agent. Such fees shall be fully earned when paid and shall be nonrefundable for

any reason whatsoever.

(c) Lenders' Upfront Fee. On the Closing Date, U.S. Borrower shall pay to U.S. Agent, for the account of each U.S. Lender in accordance with their

respective Applicable Percentages, an upfront fee in an amount equal to 0.20% of the Aggregate U.S. Commitments. On the Closing Date, Canadian Borrower shall

pay to Canadian Agent, for the account of each Canadian Lender in accordance with their Applicable Percentages, an upfront fee in an amount equal to 0.20% of the

Aggregate Canadian Commitments. Such upfront fees are for the credit facilities committed by Lenders under this Agreement and are fully earned on the date paid. The

upfront fee paid to each Lender is solely for its own account and is nonrefundable for any reason whatsoever.

(d) Acceptance Fees. Canadian Borrower agrees to pay to each Canadian Lender a fee (the "Acceptance Fee") in advance, at a rate per annum equal to the

Applicable Rate, on the date of acceptance of each Acceptance. All Acceptance Fees shall be calculated on the face amount of the Acceptance issued and computed on the

basis of the actual number of days in the term thereof and a year of 365 or 366 days, as the case may be, and shall be payable in Canadian Dollars. The Acceptance Fee shall

be in addition to any other fees payable to each Canadian Lender in connection with the issuance or discounting of such Acceptance.

2.11 Computation of Interest and Fees.

(a) All computations of interest for Canadian Prime Loans shall be made on the basis of a year of 365 or 366 days, as the case may be, and

actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as

applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a

Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to

Section 2.13(a), bear interest for one day. Each determination by either Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent

manifest error.

(b) With respect to Canadian Loans and fees relating thereto, unless otherwise stated herein, wherever reference is made to a rate of interest "per annum"

or a similar expression, such interest shall be calculated on the basis of a calendar year of 365 days or 366 days, as the case may be, and using the nominal rate method of

calculation, and shall not be calculated using the effective rate method of calculation or on any other basis that gives effect to the principle of deemed reinvestment of interest.

(c) For the purposes of the Interest Act (Canada) and disclosure thereunder, whenever interest to be paid with respect to Canadian Loans or fees relating

thereto is to be calculated on the basis of a year of 360 days or any other period of time that is less than a calendar year, the yearly rate of interest to which the rate

determined pursuant to such calculation is equivalent is the rate so determined multiplied by the actual number of days in the calendar year in which the same is to be

ascertained and divided by either 360 or such other period of time, as the case may be.

2.12. Evidence of Debt.

(a) The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the applicable

Agent in the ordinary course of business. The accounts or records maintained by each Agent and each Lender shall be conclusive absent manifest error of the amount of the

Credit Extensions made by Lenders to Borrowers and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or

otherwise affect the obligation of Borrowers hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and

records maintained by any Lender and the accounts and records of any Agent in respect of such matters, the accounts and records of such Agent shall control in the absence

of manifest error. Upon the request of any Lender made through the applicable Agent, the applicable Borrower shall execute and deliver to such Lender (through the

applicable Agent) a Note, which shall evidence such Lender's Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse

thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.

(b) In addition to the accounts and records referred to in subsection (a), each Lender and each Agent shall maintain in accordance with its usual practice

accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit and U.S. Swing Line Loans. In the event of any conflict between

the accounts and records maintained by any Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of such Agent shall

control in the absence of manifest error.

2.13. Payments Generally; Agent's Clawback.

(a) General. All payments to be made by each Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff.

Except as otherwise expressly provided herein, all payments by Borrowers hereunder shall be made to the applicable Agent, for the account of the respective Lenders to which

such payment is owed, at the applicable Agent's Office in U.S. Dollars, in the case of U.S. Borrower, or U.S. Dollars or Canadian Dollars, as the case may be, in the case of

Canadian Borrower and in immediately available funds not later than 11:00 A. M. on the date specified herein. U.S. Agent will promptly distribute to each U.S. Lender and

Canadian Agent shall distribute to each Canadian Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by

wire transfer to such Lender's Lending Office. All payments received by either Agent after 11:00 A. M. shall be deemed received on the next succeeding Business Day and any

applicable interest or fee shall continue to accrue. If any payment to be made by either Borrower shall come due on a day other than a U.S. Business Day, in the case of U.S.

Borrower, or a Canadian Business Day, in the case of Canadian Borrower, payment shall be made on the next following U.S. Business Day or Canadian Business Day, as

the case may be, and such extension of time shall be reflected in computing interest or fees, as the case may be.

(i) Funding by Lenders; Presumption by Agents. Unless the applicable Agent shall have received notice from a Lender prior to the

proposed date of any Committed Borrowing of Eurodollar Rate Loans (or, in the case of any Committed Borrowing of Base Rate Loans or Canadian Prime Loans,

prior to 11:00 A. M. on the date of such Committed Borrowing) that such Lender will not make available to the applicable Agent such Lender's share of

such Committed Borrowing, the applicable Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 (or,

in the case of a Committed Borrowing of Base Rate Loans or Canadian Prime Loans, that such Lender has made such share available in accordance with and at

the time required by Section 2.02) and may, in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. In such

event, if a Lender has not in fact made its share of the applicable Committed Borrowing available to the applicable Agent, then the applicable Lender and the

applicable Borrower severally agree to pay to the applicable Agent forthwith on demand such corresponding amount in immediately available funds with

interest thereon, for each day from and including the date such amount is made available to the applicable Borrower to but excluding the date of payment to the

applicable Agent, at (A) in the case of a payment to be made by such U.S. Lender, the greater of the Federal Funds Rate and a rate determined by U.S. Agent in

accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by U.S. Agent in

connection with the foregoing; (B) in the case of a payment to be made by such Canadian Lender, the Federal Funds Rate or the Interbank Reference

Rate, as applicable, plus any administrative, processing or similar fees customarily charged by Canadian Agent in connection with the foregoing, (C) in the

case of a payment to be made by U.S. Borrower, in lieu of the rate applicable pursuant to Section 2.09, the interest rate applicable to Base Rate Loans, and (D) in

the case of a payment to be made by Canadian Borrower, in lieu of the rate applicable pursuant to Section 2.09, the interest rate applicable to Canadian Prime

Loans in the case of Canadian Loans denominated in Canadian Dollars, or the interest rate applicable to Base Rate Loans in the case of Canadian Loans

denominated in U.S. Dollars. If the applicable Borrower and the applicable Lender shall pay such interest to the applicable Agent for the same or

anoverlapping period, the applicable Agent shall promptly remit to the applicable Borrower the amount of such interest paid by such Borrower for such period. If

such Lender pays its share of the applicable Committed Borrowing to the applicable Agent, then the amount so paid shall constitute such Lender's Committed

Loan included in such Committed Borrowing. Any payment by the applicable Borrower shall be without prejudice to any claim such Borrower may have against

such Lender that shall have failed to make such payment to the applicable Agent.

(ii) Payments by a Borrower; Presumptions by Agents. Unless the applicable Agent shall have received notice from the applicable Borrower

prior to the date on which any payment is due to such Agent for the account of the applicable Lenders or the applicable L/C Issuer hereunder that such

Borrower will not make such payment, such Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in

reliance upon such assumption, distribute to the such Agent may assume that such Borrower has made such payment on such date in accordance herewith and

may, in reliance upon such assumption, distribute to the applicable Lenders or the applicable L/C Issuer, as the case may be, the amount due. In such event,

if such Borrower has not in fact made such payment, then each of the applicable Lenders or the applicable L/C Issuer, as the case may be, severally agrees to

repay to the applicable Agent forthwith on demand the amount so distributed to such Lender or such L/C Issuer, in immediately available funds with interest

thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the applicable Agent, (i) in the case of

payments to U.S. Agent, at the greater of the Federal Funds Rate and a rate determined by U.S. Agent in accordance with banking industry rules on

interbank compensation, or (ii) in the case of payments to Canadian Agent the Federal Funds Rate or the Interbank Reference Rate, as applicable. A notice of

the applicable Agent to any Lender or the applicable Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest

error.

(b) Failure to Satisfy Conditions Precedent. If any Lender makes available to the applicable Agent funds for any Loan to be made by such Lender as rovided

in the foregoing provisions of this Article II, and such funds are not made available to the applicable Borrower by the applicable Agent because the conditions to the

applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, such Agent shall return such funds (in like funds as received

from such Lender) to such Lender, without interest.

(c) Obligations of Lenders Several. The obligations of U.S. Lenders hereunder to make U.S. Committed Loans, to fund participations in U.S. Letters of

Credit and U.S. Swing Line Loans and to make payments under Section 10.04(c) are several and not joint. The obligations of Canadian Lenders hereunder to make Canadian

Committed Loans, to fund participations in Canadian Letters of Credit and to make payments under Section 10.04(c) are several and not joint. The failure of any Lender to

make any Committed Loan, to fund any such participation or to make any payment under Section 10.04(c) on any date required hereunder shall not relieve any other Lender

of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Committed Loan, purchase its

participation or to make its payment under Section 10.04(c).

(d) Funding Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to

constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

2.14. Sharing of Payments.

(a) U.S. Lenders. If any U.S. Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of

or interest on any of the U.S. Committed Loans made by it, or the participations in U.S. L/C Obligations or in U.S. Swing Line Loans held by it resulting in such U.S. Lender's

receiving payment of a proportion of the aggregate amount of such U.S. Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof

as provided herein, then the U.S. Lender receiving such greater proportion shall (a) notify U.S. Agent of such fact, and (b) purchase (for cash at face value) participations in

the U.S. Committed Loans and subparticipations in U.S. L/C Obligations and U.S. Swing Line Loans of the other U.S. Lenders, or make such other adjustments as shall be

equitable, so that the benefit of all such payments shall be shared by U.S. Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on

their respective U.S. Committed Loans and other amounts owing them, provided that:

(i ) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such

participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

(ii) the provisions of this Section shall not be construed to apply to (x) any payment made by U.S. Borrower pursuant to and in accordance with

the express terms of this Agreement or (y) any payment obtained by a U.S. Lender as consideration for the assignment of or sale of a participation in any of its

U.S. Committed Loans or subparticipations in U.S. L/C Obligations or U.S. Swing Line Loans to any assignee or participant, other than to U.S. Borrower or

any Subsidiary thereof (as to which the provisions of this Section shall apply).

Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable Law, that any U.S. Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation.

(b) Canadian Lenders. If any Canadian Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any

principal of or interest on any of the Canadian Committed Loans made by it, or the participations in Canadian L/C Obligations or Obligations in respect of Acceptances held

by it resulting in such Lender's receiving payment of a proportion of the aggregate amount of such Canadian Committed Loans or participations and accrued interest thereon

greater than its pro rata share thereof as provided herein, then the Canadian Lender receiving such greater proportion shall (a) notify Canadian Agent of such fact, and

(b) purchase (for cash at face value) participations in the Canadian Committed Loans and subparticipations in Canadian L/C Obligations and Obligations in respect of

Acceptances of the other Canadian Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by Canadian

Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Canadian Committed Loans and other amounts owing them,

provided that:

(i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such

participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

(ii) the provisions of this Section shall not be construed to apply to (x) any payment made by Canadian Borrower pursuant to and in accordance

with the express terms of this Agreement or (y) any payment obtained by a Canadian Lender as consideration for the assignment of or sale of a participation in

any of its Canadian Committed Loans or subparticipations in Canadian L/C Obligations or in Acceptance Obligations to any assignee or participant, other than

to Canadian Borrower or any Subsidiary thereof (as to which the provisions of this Section shall apply).

Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Canadian Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation.

(c) Canadian Lenders. If any Canadian Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any

principal of or interest on any of the Canadian Committed Loans made by it, or the participations in Canadian L/C Obligations or Obligations in respect of Acceptances

held by it resulting in such Lender's receiving payment of a proportion of the aggregate amount of such Canadian Committed Loans or participations and accrued interest

thereon greater than its pro rata share thereof as provided herein, then the Canadian Lender receiving such greater proportion shall (a) notify Canadian Agent of such fact,

and (b) purchase (for cash at face value) participations in the Canadian Committed Loans and subparticipations in Canadian L/C Obligations and Obligations in respect of

Acceptances of the other Canadian Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by Canadian

Lenders ratably in accordance wth the aggregate amount of principal of and accrued interest on their respective Canadian Committed Loans and other amounts owing them,

provided that:

(i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such

participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

(ii) the provisions of this Section shall not be construed to apply to (x) any payment made by Canadian Borrower pursuant to and in

accordance with the express terms of this Agreement or (y) any payment obtained by a Canadian Lender as consideration for the assignment of or sale of a

participation in any of its Canadian Committed Loans or subparticipations in Canadian L/C Obligations or in Acceptance Obligations to any assignee or

participant, other than to Canadian Borrower or any Subsidiary thereof (as to which the provisions of this Section shall apply).

ARTICLE III

TAXES, YIELD PROTECTION AND ILLEGALITY

3.01. Taxes.

(a) Payments Free of Taxes. Any and all payments by either Borrower to or on account of any obligation of either Borrower hereunder or under any other

Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if either Borrower shall be

required by any applicable law to deduct any Indemnified Taxes (including any Other Taxes) from such payments, then, (i) the sum payable shall be increased as necessary so

that after making all required deductions (including deductions applicable to additional sums payable under this Section), the applicable Agent, Lender or L/C Issuer, as the

case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the applicable Borrower shall make such deductions, and

(iii) the applicable Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

(b) Payment of Other Taxes by Borrowers. Without limiting the provisions of subsection (a) above, Borrowers shall timely pay any Other Taxes to the

relevant Governmental Authority in accordance with applicable law.

(c) Indemnification by Borrowers. Each Borrower shall indemnify each Agent, each Lender and each L/C Issuer, within 10 days after demand therefor, for the

full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this

Section) paid by such Agent, such Lender or such L/C Issuer, as the case may be, on or with respect to any payment by or on account of any obligation of either Borrower

hereunder and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly

or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the applicable Borrower by a

Lender or a L/C Issuer (with a copy to the applicable Agent), or by the applicable Agent on its own behalf or on behalf of a Lender or a L/C Issuer, shall be conclusive absent

manifest error. Notwithstanding the foregoing, no Borrower shall be required to make any payments or reimburse any Agent, any Lender or any L/C Issuer under this Section

3.01 with respect to any Taxes, Other Taxes or other amounts imposed on and paid by such Agent, such Lender or such L/C Issuer more than nine (9) months before the date

in which a request for payment or reimbursement is delivered to such Borrower (except that, if the Taxes or Other Taxes giving rise to such payment or reimbursement is

retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

(d) Evidence of Payments. As soon as practicable after any payment of Indemnified Taxes or Other Taxes by a Borrower to a Governmental Authority, such

Borrower shall deliver to the applicable Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the

return reporting such payment or other evidence of such payment reasonably satisfactory to such Agent.

(e) Status of U.S. Lenders. Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which

U.S. Borrower is resident for tax purposes, or any treaty to which such jurisdiction is a party, with respect to payments hereunder or under any other Loan Document shall

deliver to U.S. Borrower (with a copy to U.S. Agent), at the time or times prescribed by applicable law or reasonably requested by U.S. Borrower or U.S. Agent, such properly

completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate of withholding. In

addition, any U.S. Lender, if requested by U.S. Borrower or U.S. Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by U.S.

Borrower or U.S. Agent as will enable U.S. Borrower or U.S. Agent to determine whether or not such U.S. Lender is subject to backup withholding or information

reporting requirements.

Without limiting the generality of the foregoing, in the event that U.S. Borrower is resident for tax purposes in the United States, any Foreign Lender shall deliver to U.S. Borrower and U.S. Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a U.S. Lender under this Agreement (and from time to time thereafter upon the request of U.S. Borrower or U.S. Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable:

(i) duly completed copies of Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the

United States is a party,

(ii) duly completed copies of Internal Revenue Service Form W-8ECI,

(iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x)

a certificate to the effect that such Foreign Lender is not (A) a "bank" within the meaning of Section 881(c)(3)(A) of the Code, (B) a "10 percent shareholder" of

U.S. Borrower within the meaning of Section 881(c)(3)(B) of the Code, or (C) a "controlled foreign corporation" described in Section 881(c)(3)(C) of the Code

and (y) duly completed copies of Internal Revenue Service Form W-8BEN, or

(iv) any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in United States Federal withholding tax

duly completed together with such supplementary documentation as may be prescribed by applicable law to permit U.S. Borrower to determine the withholding

or deduction required to be made.

(f) Treatment of Certain Refunds. If an Agent, any Lender or a L/C Issuer determines, in its sole discretion, that it has received a refund or credit of any

Taxes or Other Taxes as to which it has been indemnified by a Borrower or with respect to which a Borrower has paid additional amounts pursuant to this Section, it shall pay

to such Borrower an amount equal to such refund or credit (but only to the extent of indemnity payments made, or additional amounts paid, by such Borrower under this

Section with respect to the Taxes or Other Taxes giving rise to such refund or credit), net of all reasonable out-of-pocket expenses of the applicable Agent, such Lender or the

applicable L/C Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund or credit),

provided that such Borrower, upon the request of the applicable Agent, such Lender or the applicable L/C Issuer, agrees to repay the amount paid over to such Borrower

(plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the applicable Agent, such Lender or the applicable L/C Issuer in the event

the applicable Agent, such Lender or the applicable L/C Issuer is required to repay such refund or credit to such Governmental Authority. This subsection shall not be

construed to require either Agent, any Lender or either L/C Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to

any Borrower or any other Person.

3.02. Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurodollar Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, U.S. Dollars in the London interbank market, then, on notice thereof by such Lender to the applicable Borrower through the applicable Agent, any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Committed Loans to Eurodollar Rate Loans shall be suspended until such Lender notifies the applicable Agent and the applicable Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the applicable Borrower shall, upon demand from such Lender (with a copy to the applicable Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversion, the applicable Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due under Section 3.05 in accordance with the terms thereof due to such prepayment or conversion.

3.03. Inability to Determine Rates. If an Agent determines in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (a) U.S. Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan, or (c) the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the applicable Agent will promptly so notify Borrowers and each Lender. Thereafter, the obligation of Lenders to make or maintain Eurodollar Rate Loans shall be suspended until the applicable Agent (upon the instruction of Required Lenders) revokes such notice. Upon receipt of such notice, Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein.

3.04. Increased Costs.

(a) Increased Costs Generally. If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of,

deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurodollar Rate) or any

L/C Issuer;

(ii) subject any Lender or any L/C Issuer to any Tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any

participation in a Letter of Credit or any Eurodollar Rate Loan made by it, or change the basis of taxation of payments to such Lender or such L/C Issuer in

respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 3.01 and the imposition of, or any change in the rate of, any Excluded Tax

payable by such Lender or L/C Issuer); or

(iii) impose on any Lender or any L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or

Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or such L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or such L/C Issuer, U.S. Borrower (if such Lender or L/C Issuer is a U.S. Lender or U.S. L/C Issuer) or Canadian Borrower (if such Lender or L/C Issuer is a Canadian Lender or Canadian L/C Issuer) will pay to such Lender or such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.

(b) Capital Requirements. If any Lender or any L/C Issuer determines that any Change in Law affecting such Lender or such L/C Issuer or

any Lending Office of such Lender or such Lender's or such L/C Issuer's holding company, if any, regarding capital requirements has or would have the effect of reducing the

rate of return on such Lender's or such L/C Issuer's capital or on the capital of such Lender's or such L/C Issuer's holding company, if any, as a consequence of this

Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by such L/C

Issuer, to a level below that which such Lender or such L/C Issuer or such Lender's or such L/C Issuer's holding company could have achieved but for such Change in Law

(taking into consideration such Lender's or such L/C Issuer's policies and the policies of such Lender's or such L/C Issuer's holding company with respect to capital

adequacy), then from time to time U.S. Borrower (if such Lender or L/C Issuer is a U.S. Lender or U.S. L/C Issuer) or Canadian Borrower (if such Lender or L/C Issuer is a

Canadian Lender or Canadian L/C Issuer) will pay to such Lender or such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender

or such L/C Issuer or such Lender's or such L/C Issuer's holding company for any such reduction suffered.

(c) Certificates for Reimbursement. A certificate of a Lender or a L/C Issuer setting forth the amount or amounts necessary to compensate such

Lender or such L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and delivered to the applicable Borrower shall be

conclusive absent manifest error. The applicable Borrower shall pay such Lender or such L/C Issuer, as the case may be, the amount shown as due on any such certificate

within 10 days after receipt thereof.

(d) Delay in Requests. Failure or delay on the part of any Lender or any L/C Issuer to demand compensation pursuant to the foregoing

provisions of this Section shall not constitute a waiver of such Lender's or such L/C Issuer's right to demand such compensation, provided that no Borrower shall be required

to compensate a Lender or a L/C Issuer pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than nine months

prior to the date that such Lender or such L/C Issuer, as the case may be, notifies the applicable Borrower of the Change in Law giving rise to such increased costs or

reductions and of such Lender's or such L/C Issuer's intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or

reductions is retroactive, then the nine- month period referred to above shall be extended to include the period of retroactive effect thereof).

3.05. Compensation for Losses. Upon demand of any Lender (with a copy to the applicable Agent) from time to time, U.S. Borrower (in the case of a U.S. Committed Loan) or Canadian Borrower (in the case of a Canadian Committed Loan) shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:

(a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan or Canadian Prime Rate Loan on a day other

than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); or

(b) any failure by the applicable Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert

any Loan other than a Base Rate Loan or Canadian Prime Rate Loan on the date or in the amount notified by Borrower; including any loss of anticipated profits and any loss

or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds

were obtained. The applicable Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. Notwithstanding the

foregoing, no Borrower shall be required to make any payments or reimburse any Lender under this Section 3.05 with respect to any loss, cost or expense incurred by and

known to such Lender more than nine (9) months before the date on which a request for payment or reimbursement is delivered to such Borrower. For purposes of calculating

amounts payable by the applicable Borrower to Lenders under this Section 3.05, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the

Eurodollar Base Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a

comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded.

3.06. Mitigation Obligations. If any Lender requests compensation under Section 3.04, or either Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. Borrowers hereby agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

3.07. Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if either Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01 or if any Lender gives notice pursuant to Section 3.02 with respect to an occurrence or state of affairs not applicable to all Lenders, the applicable Borrower may replace such Lender in accordance with Section 10.13.

3.08 Survival. All of Borrowers' obligations under this Article III shall survive termination of the Aggregate Commitments and repayment of all other Obligations hereunder.

ARTICLE IV

CONDITIONS TO CREDIT EXTENSIONS

4.01 Conditions of Initial Credit Extension. The obligation of each L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:

(a) Agents' receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly

executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the

Closing Date) and each in form and substance satisfactory to Agents and each of the Lenders:

(i) executed counterparts of this Agreement, all Collateral Documents, the Subsidiary Guarantee and the Parent Guarantee, sufficient in

number for distribution to Agents, each Lender and Borrowers;

(ii) a Note executed by the applicable Borrower in favor of each Lender requesting a Note;

(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each

Loan Party as Agents may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer

in connection with this Agreement and the other Loan Documents to which such Loan Party is a party;

(iv) such documents and certifications as Agents may reasonably require to evidence that each Loan Party is duly organized or formed,

and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction listed on the Schedule of Documents

prepared by Agents' counsel in connection with this Agreement;

(v) a favorable opinion of United States and Canadian counsel to the Loan Parties acceptable to Agents addressed to the applicable

Agent and each applicable Lender, as to the matters set forth concerning the Loan Parties and the Loan Documents in form and substance satisfactory to

Agents;

(vi) a certificate of a Responsible Officer of each Loan Party either (A) stating that all consents, licenses and approvals required in

connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a

party have been obtained and are in full force and effect and attaching to such certificate a listing of all such consents, licenses and approvals, or (B) stating that

no such consents, licenses or approvals are so required;

(vii) a certificate signed by a Responsible Officer of each Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b)

have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably

expected to have, either individually or in the aggregate, a Material Adverse Effect;

(viii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;

(ix) a duly completed Compliance Certificate as of the last day of the fiscal quarter of U.S. Borrower ended March 31, 2005, signed by a

Responsible Officer of U.S. Borrower;

(x) evidence that the GECC Securitization Documents (as defined in the Collateral Agency and Intercreditor Agreement) have been or

concurrently with the Closing Date are being terminated;

(xi) evidence that all commitments under the credit facilities documents dated July 14, 2004, as amended, between Canadian Borrower and

The Bank of Nova Scotia (the "Existing Credit Facilities Agreement") have been or concurrently with the Closing Date are being terminated, and all

outstanding amounts thereunder paid in full and all Liens securing obligations under the Existing Credit Facilities Agreement have been or concurrently with the

Closing Date are being released;

(xii) a termination agreement between Bank of America and U.S. Borrower with respect to the reimbursement agreements for the Existing

Letters of Credit;

(xiii) Borrowing Base Certificates of each Borrower dated as of May 31, 2005; and

(xiv) such other assurances, certificates, documents, consents or opinions as Agents, L/C Issuers, U.S. Swing Line Lender or Required

Lenders reasonably may require.

(b) Any fees required to be paid on or before the Closing Date shall have been paid.

(c) Borrowers shall have paid all fees, charges and disbursements of counsel to Agents to the extent invoiced prior to or on the Closing Date, plus such

additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by

it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between Borrowers and Agents).

(d) The Closing Date shall have occurred on or before August 15, 2005.

Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

4.02 Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension is subject to the following conditions precedent:

(a) The representations and warranties of Borrowers and each other Loan Party contained in Article V or any other Loan Document, or which are contained in

any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the date of such Credit Extension, except to the extent

that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of

this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished

pursuant to clauses (b) and (a), respectively, of Section 6.06.

(b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof.

(c) The applicable Agent and, if applicable, the applicable L/C Issuer or U.S. Swing Line Lender shall have received a Request for Credit Extension in

accordance with the requirements hereof.

Each Request for Credit Extension submitted by a Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

ARTICLE V

REPRESENTATIONS AND WARRANTIES

Borrowers represent and warrant to Agents and Lenders that:

5.01. Existence, Qualification and Power. Each Loan Party and each Subsidiary thereof (a) is duly organized or formed, validly existing and, to the extent applicable, in good standing under the Laws of the jurisdiction of organization or formation, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and; except in each case referred to in clause (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

5.02 Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person's Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law, except, in the cases of clauses (b) and (c), as could not reasonably be expected to have a Material Adverse Effect. Each Loan Party and each Subsidiary thereof is in compliance with all Contractual Obligations referred to in clause (b)(i), except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

5.03 Governmental Authorization; Other Consents.No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document except those that either (a) have been obtained and are in full force and effect, or (b) are not required to be obtained or made prior to the date this representation or warranty is made.

5.04 Binding Effect. This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by each Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms except as enforceability may be limited by applicable Debtor Relief Laws and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

5.05 Financial Statements; No Material Adverse Effect; No Internal Control Event.

(a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as

otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of U.S. Borrower and its Subsidiaries as of the date thereof and their results

of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted

therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of U.S. Borrower and its Subsidiaries as of the date thereof, including liabilities for

taxes, material commitments and Indebtedness.

(b) The unaudited consolidated balance sheets of U.S. Borrower and its Subsidiaries dated March 31, 2005, and the related consolidated statements of income

or operations, shareholders' equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the

period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of U.S. Borrower and its Subsidiaries

as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-

end audit adjustments.

(c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or

could reasonably be expected to have a Material Adverse Effect.

(d) Since the date of the Audited Financial Statements, no Internal Control Event has occurred.

5.06. Litigation. There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of Borrowers after, in the case of the representation and warranty under this Section 5.06 as of the Closing Date only, due and diligent investigation, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against either Borrower or any of its Subsidiaries or against any of their properties or revenues that (a) purport to affect or pertain to this Agreement or any other Loan Document, or any of the transactions contemplated hereby, or (b) except as specifically disclosed in Schedule 5.06, either individually or in the aggregate could reasonably be expected to have a Material Adverse Effect, and there has been no material adverse change in the status, or financial effect on any Loan Party or any Subsidiary thereof, of the matters described on Schedule 5.06.

5.07. No Default. Neither of either Borrower nor any Subsidiary is in default under or with respect to any Contractual Obligation that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Loan Document.

5.08. Ownership of Property; Liens. Each of each Borrower and each Subsidiary has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The property of each Borrower and its Subsidiaries is subject to no Liens, other than Liens permitted by Section 7.04.

5.09. Environmental Compliance. Each Borrower and its Subsidiaries conduct in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations and properties, and as a result thereof each Borrower has reasonably concluded that, except as specifically disclosed in Schedule 5.09, such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

5.10. Insurance. The properties of each Borrower and its Subsidiaries are insured with financially sound and reputable insurance companies not Affiliates of either Borrower, in such amounts (after giving effect to any self-insurance compatible with the following standards), with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the applicable Borrower or the applicable Subsidiary operates.

5.11. Taxes. Each Borrower and its Subsidiaries have filed all Federal, state, provincial, and other material tax returns and reports required to be filed, and have paid all Federal, state, provincial, and other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP. There is no proposed tax assessment against either Borrower or any Subsidiary that would, if made, have a Material Adverse Effect.

5.12. ERISA Compliance.

(a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other Federal or state Laws. Each Plan that is

intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS or an application for such a letter is currently being processed

by the IRS with respect thereto and, to the best knowledge of U.S. Borrower, nothing has occurred which would prevent, or cause the loss of, such qualification. U.S.

Borrower and each ERISA Affiliate have made all required contributions to each Plan subject to Section 412 of the Code, and no application for a funding waiver or an

extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Plan.

(b) There are no pending or, to the best knowledge of Borrowers, threatened claims, actions or lawsuits, or action by any Governmental Authority, with

respect to any Plan that could be reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary

responsibility rules with respect to any Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect.

(c) (i) No ERISA Event has occurred or is reasonably expected to occur; (ii) no Pension Plan has any Unfunded Pension Liability; (iii) neither Borrower nor

any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not

delinquent under Section 4007 of ERISA); (iv) neither Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred

which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Sections 4201 or 4243of ERISA with respect to a Multiemployer Plan; and

(v) neither Borrower nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA, except, in each case referred to in

clauses (i) through (v) to the extent such occurrence could not reasonably be expected to have a Material Adverse Effect.

5.13. Subsidiaries. As of the Closing Date, U.S. Borrower has no Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13, and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and nonassessable (to the extent applicable) and are owned by a Loan Party in the amounts specified on Part (a) ofSchedule 5.13 free and clear of all Liens, except Liens arising under the Collateral Documents and as set forth on Part (a) of Schedule 5.13. U.S. Borrower has no equity investments in any other corporation or entity other than those specifically disclosed in Part(b) of Schedule 5.13. All of the outstanding Equity Interests in U.S. Borrower have been validly issued and are fully paid and nonassessable.

5.14. Margin Regulations; Investment Company Act; Public Utility Holding Company Act.

(a) Neither Borrower is engaged and will not engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock

(within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock.

(b) None of either Borrower, any Person Controlling any Borrower, or any Subsidiary (i) is a "holding company," or a "subsidiary company" of a "holding

company," or an "affiliate" of a "holding company" or of a "subsidiary company" of a "holding company," within the meaning of the Public Utility Holding Company Act of

1935, or (ii) is or is required to be registered as an "investment company" under the Investment Company Act of 1940.

5.15. Disclosure. Each Borrower has disclosed to Agents and Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. No report, financial statement, certificate or other information furnished (whether in writing or orally) by or, to the best knowledge of such Loan Party, on behalf of any Loan Party to Agents or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Loan Document (in each case, as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, each Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.

5.16. Compliance with Laws. Each of each Borrower and each Subsidiary is in compliance in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

5.17. Intellectual Property; Licenses, Etc. Each Borrower and its Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person. To the best knowledge of each Borrower, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by Borrowers or any Subsidiary infringes upon any rights held by any other Person. No claim or litigation regarding any of the foregoing is pending or, to the best knowledge of each Borrower, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

5.18. Compliance with Other Senior Debt Documents. As of the Closing Date the incurrence of the Obligations is in full compliance with the Credit Documents (as defined in the Collateral Agency and Intercreditor Agreement) and the Collateral Agency and Intercreditor Agreement and the U.S. Obligations of U.S. Borrower shall constitute "Additional Future Debt" for purposes of the Collateral Agreement and Intercreditor Agreement.

ARTICLE VI

AFFIRMATIVE COVENANTS

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, Borrowers covenant and agree that:

6.01. Corporate Existence. Borrowers will maintain and preserve, and will cause each Subsidiary to maintain and preserve, its corporate or partnership existence and right to carry on its business and maintain, preserve, renew and extend all of its rights, powers, privileges and franchises necessary to the proper conduct of its business; provided, however, that the foregoing shall not prevent any transaction permitted by Section 7.05, Section 7.06 or Section 7.07, or the termination of the corporate or partnership existence of any Subsidiary (other than Canadian Borrower) or of any right, power, privilege or franchise of any Subsidiary (other than Canadian Borrower) if, in the reasonable good faith opinion of the Board of Directors of U.S. Borrower, such termination is in the best interests of U.S. Borrower, is not disadvantageous to any Agent or Lender or L/C Issuer, and is not otherwise prohibited by this Agreement.

6.02. Insurance. Borrowers will, and will cause each Subsidiary to, maintain insurance coverage with financially sound and reputable insurers in such forms and amounts, with such deductibles and against such risks as are required by law or sound business practice and are customary for corporations engaged in the same or similar businesses and owning and operating similar properties as Borrowers and their Subsidiaries.

6.03. Taxes, Claims for Labor and Materials. Borrowers will, and will cause each Subsidiary to, file timely all tax returns required to be filed in any jurisdiction and pay and discharge all taxes, assessments, fees and other governmental charges or levies imposed upon Borrowers or any Subsidiary or upon any of their respective properties, including leased properties (but only to the extent required to do so by the applicable lease), assets, income or franchises, prior to the date on which penalties attach thereto, and all lawful claims which, if unpaid, might become a Lien upon any of their respective properties or assets not permitted by Section 7.04, provided that neither either Borrower nor any Subsidiary shall be required to pay any such tax, assessment, fee, charge, levy or claim, the payment of which is being contested in good faith and by proper proceedings that will stay the collection thereof or the forfeiture or sale of any property and with respect to which adequate reserves are maintained in accordance with GAAP.

6.04. Maintenance of Properties. Borrowers will maintain, preserve and keep, and will cause each Subsidiary to maintain, preserve and keep, its properties (whether owned in fee or a leasehold interest), other than any property which is obsolete or, in the good faith judgment of the applicable Borrower, no longer necessary for the operation of the business of such Borrower or any Subsidiary, in good repair and working order, ordinary wear and tear excepted, and from time to time will make all necessary repairs, replacements, renewals and additions thereto so that the business carried on in connection therewith may be properly conducted.

6.05. Maintenance of Records. Borrowers will keep, and will cause each Subsidiary to keep, at all times proper books of record and account in which full, true and correct entries will be made of all dealings or transactions of or in relation to the business and affairs of Borrowers or such Subsidiary in accordance with GAAP consistently applied throughout the period involved (except for such changes as are disclosed in such financial statements or in the notes thereto and concurred in by U.S. Borrower's independent certified public accountants), and Borrowers will, and will cause each Subsidiary to, provide reasonable protection against loss or damage to such books of record and account.

6.06. Financial Information and Reports. Borrowers will furnish to the Agents (with sufficient copies for each Lender) the following:

(a) As soon as available and in any event within 45 days after the end of each of the first three quarterly accounting periods of each fiscal year of U.S.

Borrower, a consolidated balance sheet of U.S. Borrower and its Subsidiaries as of the end of such period and consolidated statements of income and cash flows of U.S.

Borrower and its Subsidiaries for the periods beginning on the first day of such fiscal year and the first day of such quarterly accounting period (for the statements of income)

and ending on the date of such balance sheet, setting forth in comparative form the corresponding consolidated figures for the corresponding periods of the preceding fiscal

year, all in reasonable detail, prepared in accordance with GAAP consistently applied throughout the periods involved and certified by the chief financial officer or chief

accounting officer of U.S. Borrower (i) outlining the basis of presentation, and (ii) stating that the information presented in such financial statements contains all adjustments

(consisting of only normal recurring adjustments) necessary to present fairly the consolidated financial position of U.S. Borrower and its Subsidiaries as of such dates and the

consolidated results of their operations and cash flows for the periods then ended, except that such financial statements condense or omit certain footnotes pursuant to the

rules and regulations of the SEC. Delivery within the time period specified above of copies of U.S. Borrower's Quarterly Reports on Form 10-Q prepared in compliance with the

requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 6.06(a).

(b) As soon as available and in any event within 90 days after the last day of each fiscal year, a consolidated balance sheet of U.S. Borrower and its

Subsidiaries as of the end of such fiscal year and the related consolidated statements of income, reinvested earnings and cash flows for such fiscal year, in each case setting

forth in comparative form figures for the preceding fiscal year, all in reasonable detail, prepared in accordance with GAAP consistently applied throughout the period involved

(except for changes disclosed in such financial statements or in the notes thereto and concurred in by U.S. Borrower's independent certified public accountants) and

accompanied by a report as to the consolidated balance sheet and the related consolidated statements of income, reinvested earnings and cash flows unqualified as to scope

of audit and unqualified as to going concern by a firm of independent public accountants of recognized national standing selected by U.S. Borrower, to the effect that such

financial statements have been prepared in conformity with GAAP and present fairly, in all material respects, the consolidated financial position and results of operations and

cash flows of U.S. Borrower and its Subsidiaries and that the examination of such financial statements by such accounting firm has been made in accordance with generally

accepted auditing standards. Delivery within the time period specified above of U.S. Borrower's Annual Report on Form 10-K for such fiscal year (together with U.S.

Borrower's annual report to shareholders prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in compliance with the requirements therefor and filed with the

SEC, together with the accountants certificate described in this Section 6.06(b), shall be deemed to satisfy the requirements of this Section 6.06(b).

(c) Together with the consolidated financial statements delivered pursuant to paragraphs (a) and (b) of this Section 6.06, a Compliance Certificate of the

chief financial officer, chief accounting officer or treasurer of U.S. Borrower, (i) to the effect that such officer has re-examined the terms and provisions of this Agreement and

that on the date such calculations were made, during the periods covered by such financial reports and as of the end of such periods Borrowers are not, or were not, in default

in the fulfillment of any of the terms, covenants, provisions and conditions of this Agreement and that no Default or Event of Default is occurring or has occurred as of the

date of such certificate, during the periods covered by such financial statements and as of the end of such periods, or if such officer is aware of any Default or Event of

Default, such officer shall disclose in such statement the nature thereof, its period of existence and what action, if any, Borrowers have taken or propose to take with respect

thereto, and (ii) stating whether Borrowers are in compliance with Sections 7.01 through 7.10 and setting forth, in sufficient detail, the information and computations required

to establish whether or not Borrowers were in compliance with the requirements of Sections 7.01 through 7.08 during the periods covered by the financial statements then

being furnished and as of the end of such periods.

(d) Together with the financial reports delivered pursuant to paragraph (b) of this Section 6.06, a letter of U.S. Borrower's independent certified public

accountants stating that they have reviewed this Agreement and stating whether, in making their audit, they have become aware of any condition or event that then

constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it

being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such

accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit).

(e) As soon as available and in any event within 30 days after the end of each month, a Borrowing Base Certificate for each Borrower setting forth (i) the

Eligible Accounts of such Borrower as of the end of such month, (ii) the Eligible Inventory of such Borrower as of the end of such month and (iii) the Net PP&E of such

Borrower as of the end of the most recently completed fiscal quarter; provided, that each Borrower shall be permitted to deliver updated Borrowing Base Certificates to the

Agents at any time

(f ) Concurrently with notice filed with the SEC, notice of (i) the filing of any suit, action, claim or counterclaim against U.S. Borrower or any Subsidiary in

which the amount claimed as damages against U.S. Borrower or any Subsidiary exceeds $5,000,000 after deducting the amount which U.S. Borrower reasonably believes is

covered by insurance, and (ii) the entering of any judgment or decree against U.S. Borrower or any Subsidiary if the aggregate amount of all judgments and decrees then

outstanding against U.S. Borrower and all Subsidiaries exceeds $2,500,000 after deducting the amount U.S. Borrower or any Subsidiary (x) is insured therefor and with respect

to which the insurer has assumed responsibility in writing and (y) is otherwise indemnified therefor if the terms of such indemnification are satisfactory to U.S. Agent.

(g) As soon as available, copies of each financial statement, notice, report and proxy statement which U.S. Borrower furnishes to its shareholders

generally; within 15 days of filing, copies of each registration statement and periodic report (without exhibits and other than registration statements relating to employee

benefit plans) which U.S. Borrower files with the SEC, and any similar or successor agency of the Federal government administering the Securities Act, the Exchange Act or

the Trust Indenture Act of 1939, as amended; without duplication, within 15 days of filing, copies of each report (other than reports relating solely to the issuance of, or

transactions by others involving, its securities) relating to U.S. Borrower or its securities which U.S. Borrower files with any securities exchange on which any of U.S.

Borrower's securities may be registered; copies of any orders applicable to either Borrower or a Subsidiary in any material proceedings to which either Borrower or any

Subsidiary is a party, issued by any governmental agency, federal or state, having jurisdiction over either Borrower or any Subsidiary and, at any time as U.S. Borrower is not

a reporting company under Section 13 or 15(d) of the Exchange Act or has not complied with the requirements for the exemption from registration under the Exchange Act set

forth in Rule 12g-3-2(b), such financial or other information as either Agent may reasonably request.

(h) As soon as available, a copy of each other report submitted to U.S. Borrower or any Subsidiary by independent accountants retained by U.S. Borrower

or any Subsidiary in connection with any special audit made by them of the books of U.S. Borrower or any Subsidiary.

(i) Promptly following any change in the composition of U.S. Borrower's Subsidiaries from that set forth in Schedule 5.13, as theretofore updated pursuant

to this paragraph, and also at the time of delivery of the financial statements referred to in Section 6.06(b), an updated list setting forth the information specified in Schedule

5.13.

(j ) Such additional information as either Agent may reasonably request concerning Borrowers and their Subsidiaries, including, but not limited to,

accounts receivable agings, accounts payable schedules and inventory reports.

(k) To the extent not otherwise provided herein, all information required to be delivered by Borrowers or any of their Subsidiaries to the Other Senior

Creditors pursuant to the terms of any one or more agreements between or among any one or more of them and Borrowers or any Subsidiary at the same time and in the same

manner as delivered to such Persons.

Borrowers hereby acknowledge that (a) Agents will make available to Lenders and L/C Issuers materials and/or information provided by or on behalf of Borrowers hereunder (collectively, "Borrower Materials") by posting Borrower Materials on IntraLinks or another similar electronic system (the "Platform") and (b) certain of the Lenders may be "public-side" Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to Borrowers or their securities) (each, a "Public Lender"). Borrowers hereby agree that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked "PUBLIC" so long as U.S. Borrower is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities which, at a minimum, shall mean that the word "PUBLIC" shall appear prominently on the first page thereof; (x) by marking Borrower Materials "PUBLIC," Borrowers shall be deemed to have authorized Agents, L/C Issuers and Lenders to treat such Borrower Materials as not containing any material non-public information with respect to Borrowers or their securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked "PUBLIC" are permitted to be made available through a portion of the Platform designated "Public Investor;" and (z) Agents shall be entitled to treat any Borrower Materials that are not marked "PUBLIC" as being suitable only for posting on a portion of the Platform not designated "Public Investor.

6.07. Inspection of Properties and Records.

(a) Inspection Generally. Borrowers will allow, and will cause each Subsidiary to allow, any representative of either Agent, to visit and inspect any of its

properties, to examine (and, if at the time thereof any Default or Event of Default has occurred and is continuing, make copies and extracts of) its books of record and account

and to discuss its affairs, finances and accounts with its officers and its present and former public accountants (and by this provision Borrowers authorize such accountants

to discuss with Agents Borrowers' and any Subsidiary's affairs, finances and accounts), all at such reasonable times and upon such reasonable notice and as often as either

Agent may reasonably request and, if at the time thereof any Default or Event of Default has occurred and is continuing, at Borrowers' expense. Any Lender or its

representatives may accompany either Agent or any representative of either Agent on any such visit or inspection, at the sole cost and expense of such Lender.

(b) Collateral Monitoring and Review. At any time (but if no Event of Default has occurred and is continuing, not more than once per calendar year) upon

the reasonable request of the U.S. Agent, permit each Agent or professionals (including, without limitation, internal and third party consultants, accountants and appraisers)

retained by such Agent or its professionals to conduct evaluations and appraisals (and issue reports in respect thereof) of (i) the Borrowers’ practices in the computation of

the U.S. Borrowing Base and Canadian Borrowing Base and (ii) the assets included in the U.S. Borrowing Base and Canadian Borrowing Base, and pay the reasonable fees

and expenses in connection therewith (including, without limitation, the reasonable and customary fees and expenses associated with such reviews, as forth in Section 10.04).

6.08. ERISA.

(a) All assumptions and methods used to determine the actuarial valuation of employee benefits, both vested and unvested, under any Plan subject to

Title IV of ERISA, and each such Plan, whether now existing or adopted after the date hereof, will comply in all material respects with ERISA.

(b) U.S. Borrower will not at any time permit any Plan to:

(i) engage in any "prohibited transactions" as such term is defined in Section 4975 of the Code or in Section 406 of ERISA;

(ii) incur any "accumulated funding deficiency" as such term is defined in Section 302 of ERISA, whether or not waived; or

(iii) be terminated under circumstances which are likely to result in the imposition of a Lien on the property of U.S. Borrower or any ERISA

Affiliate pursuant to Section 4068 of ERISA;

if the event or condition described in clauses (i), (ii) or (iii) above is likely to subject U.S. Borrower or an ERISA Affiliate to liabilities which, individually or in

the aggregate, would have a Material Adverse Effect.

(c) Upon the request of U.S. Agent, U.S. Borrower will furnish a copy of the annual report of each Plan (Form 5500) required to be filed with the Internal

Revenue Service.

(d) Within 5 days after obtaining knowledge of any event specified in clauses (I) through (VII) below that would result in a Material Adverse Effect,

Borrowers will give Agents written notice of (I) a reportable event with respect to any Plan; (II) the institution of any steps by any of Borrowers, any ERISA Affiliate or the

PBGC to terminate any Plan; (III) the institution of any steps by any of Borrowers or any ERISA Affiliate to withdraw from any Plan; (IV) a prohibited transaction in

connection with any Plan; (V) any material increase in the contingent liability of U.S. Borrower or any Subsidiary with respect to any post-retirement welfare liability; (VI) the

incurrence of any unfunded liability by a Non-U.S. Plan; or (VII) the taking of any action by the Internal Revenue Service, the Department of Labor or the PBGC with respect to

any of the foregoing.

6.09 .Compliance with Laws.

(a) Each Borrower will comply, and will cause each Subsidiary to comply, with all laws, rules and regulations, including Environmental Laws, relating to its

or their respective businesses, other than laws, rules and regulations the failure to comply with which or the sanctions and penalties resulting therefrom, individually or in the

aggregate, would not have a Material Adverse Effect.

(b) Promptly upon the occurrence thereof, Borrowers will give Agents notice of the institution of any proceedings against, or the receipt of written notice

of potential liability or responsibility of, either Borrower or any Subsidiary for violation, or the alleged violation, of any Environmental Law which violation would give rise to a

Material Adverse Effect.

6.10. Maintenance of Most Favored Lender Status. Borrowers hereby acknowledge and agree that if either Borrower or any Subsidiary shall enter into or be a party to a Revolving Loan Facility which contains for the benefit of any lender or other Person any Financial Covenants or events of default in respect thereof that are more favorable to such lender than the Financial Covenants and Events of Default in respect of such Financial Covenants contained in this Agreement then, and in each and any such event, the Financial Covenants and Events of Default in this Agreement shall be and shall be deemed to be, notwithstanding Section 10.01 and without any further action on the part of either Borrower or any other Person being necessary or required, amended to permanently afford (until so amended or waived pursuant to Section 10.01) Agents and Lenders the same benefits and rights as so afforded to any such lender or Person (such deemed amendment may be the addition of one or more new Financial Covenants and Events of Default in respect thereto addressing matters not addressed by the then existing Financial Covenants and Events of Default in respect thereto set forth herein, as well as modifications to such Financial Covenants and Events of Default in respect thereto that are more favorable to such lender or Person). Borrowers will promptly deliver to Agents a copy of each Revolving Loan Facility entered into after the Closing Date. Without limiting the effectiveness of the first sentence of this Section 6.10, Borrowers agree, no later than forty-five (45) days following the date either Borrower or any Subsidiary shall have granted any such lender or Person any such benefits or rights, to enter into such documentation as Agents may reasonably request to evidence the amendments provided for in this Section 6.10.

6.11. Subsequent Guarantors.

(a) U.S. Borrower covenants that at all times the assets of U.S. Borrower and all Subsidiary Guarantors shall constitute at least 95% of Consolidated Total

Assets (excluding, for the purposes of this calculation, the assets of Canadian Borrower) and U.S. Borrower and the Subsidiary Guarantors shall have contributed at least 95%

of Consolidated EBITDA (excluding, for the purposes of this calculation, the EBITDA of Canadian Borrower) for the four quarters then most recently ended. To the extent

necessary to permit U.S. Borrower to comply with the foregoing U.S. Borrower will cause one or more Significant Subsidiaries to become Subsidiary Guarantors and U.S.

Borrower will cause each such Significant Subsidiary to deliver to U.S. Agent (a) a joinder agreement to the Subsidiary Guarantee Agreement, which joinder agreement is to be

in the form of Exhibit A to the Subsidiary Guarantee Agreement; (b) an opinion of counsel to such Person with respect to the Subsidiary Guarantee Agreement and such

joinder agreement which is in form and substance reasonably acceptable to U.S. Agent; and (c) all applicable U.S. Security Documents and any other documents as may be

necessary or appropriate to permit U.S. Borrower to be in compliance with its obligations set forth in this Section 6.11. The Subsidiary Guarantors shall be permitted to

guaranty all Other Senior Debt.

(b) Notwithstanding Section 6.11(a), if at any time after the Closing Date (i) the documents governing the Other Senior Debt are modified or terminated

such that any Foreign Subsidiary of the U.S. Borrower cannot be required (whether upon crossing a materiality threshold or otherwise) to guaranty any Other Senior Debt and

(ii) such Foreign Subsidiary shall not at such time guaranty any Other Senior Debt, then upon notice from the U.S. Borrower to the U.S. Agent (x) such Foreign Subsidiary

shall be released from the Subsidiary Guaranty to the extent it is party thereto at such time and (y) the assets of such Foreign Subsidiary shall thereafter be excluded from the

calculation of Consolidated Total Assets set forth in the first sentence of Section 6.11(a).

6.12. Collateral Covenant. At any time on or after the Closing Date, at U.S. Borrower's expense:

(a) U.S. Borrower will, and will cause each Subsidiary Guarantor to, execute and deliver, within forty-five (45) days after any request therefor by U.S.

Agent, all further instruments and documents and take all further action that may be necessary, in order to give effect to, and to aid in the exercise and enforcement of the

Liens, rights and remedies of U.S. Agent, U.S. Lenders and Collateral Agent under this Agreement, the U.S. Security Documents and each other instrument and agreement

executed in connection with any of the foregoing.

(b) U.S. Borrower will, and will cause each Subsidiary Guarantor to, take any and all steps, and execute and deliver one or more U.S. Security Documents to

insure that all property of U.S. Borrower and its Significant Subsidiaries (other than Excluded Collateral) will be subject to Liens in favor of Collateral Agent pursuant to one or

more U.S. Security Documents in form reasonably satisfactory to U.S. Agent.

(c) Canadian Borrower will execute and deliver, within forty-five (45) days after any request therefor by Canadian Agent, all further instruments and

documents and take all further action that may be necessary, in order to give effect to, and to aid in the exercise and enforcement of the Liens, rights and remedies of Canadian

Agent and Canadian Lenders under this Agreement, the Canadian Security Documents and each other instrument and agreement executed in connection with any of the

foregoing.

(d) Canadian Borrower will take any and all steps, and execute and deliver one or more Canadian Security Documents to insure that all property of

Canadian Borrower will be subject to Liens in favor of Canadian Agent pursuant to one or more Canadian Security Documents in form reasonably satisfactory to Canadian

Agent.

6.13. Use of Proceeds. Borrowers will use the proceeds of the Credit Extensions for general corporate purposes (including, without limitation, the acquisition of any Equity Interest or other assets) not in contravention of any Law or of any Loan Document.

6.14. Security Interests.Borrowers agree to, and to cause each other Loan Party to, (a) defend the Collateral against all claims and demands of all Persons at any time claiming the same or any interest therein (other than pursuant to the Collateral Agency and Intercreditor Agreement), (b) comply with the requirements of all state, provincial, territorial and federal laws in order to grant to Collateral Agent and/or Agents and Lenders valid and perfected first priority security interests in the Collateral (subject to Permitted Encumbrances), and (c) do whatever Agents may reasonably request, from time to time, to effect the purposes of this Agreement and the other Loan Documents, including filing notices of liens, PPSA, CC or UCC financing statements or applications for registration, fixture filings and amendments, renewals and continuations thereof; cooperating with Agents' representatives; and keeping stock records.

6.15. Bank Accounts. In order to facilitate the administration of the credit facilities provided under this Agreement, U.S. Borrower will maintain and will cause its domestic Subsidiaries to maintain their primary operating accounts with Bank of America or one or more other U.S. Lenders and Canadian Borrower will maintain its primary operating accounts with Bank of America Canada or one or more other Canadian Lenders, unless, in each case, such Borrower requires services not provided by such Lenders.

ARTICLE VII

NEGATIVE COVENANTS

7.01. Adjusted Consolidated Net Worth. U.S. Borrower will not permit its Adjusted Consolidated Net Worth (calculated on the last day of each fiscal quarter) to be less than $106,751,000 plus the cumulative sum of 40% of Consolidated Net Income (but only if a positive number) for (i) each completed fiscal year of U.S. Borrower ending after December 31, 2004, and (ii) the period from the beginning of the then current fiscal year through the end of the then most recently ended fiscal quarter which shall have been completed (if any shall have been completed) in such then current fiscal year; provided, that at any time U.S. Borrower or any Subsidiary incurs additional Indebtedness, immediately following and after giving effect to the incurrence of such additional Indebtedness, the Adjusted Consolidated Net Worth shall not be less than the minimum Adjusted Consolidated Net Worth that would have been permitted as of the last day of the then most recently ended fiscal quarter.

7.01. Consolidated Debt. U.S. Borrower will not permit the ratio (calculated on the last day of each fiscal quarter) of Consolidated Debt to Consolidated Total Capitalization to exceed 0.55 to 1.0; provided, that at any time U.S. Borrower or any Subsidiary incurs additional Indebtedness, immediately following and after giving effect to the incurrence of such additional Indebtedness, the ratio of Consolidated Debt to Consolidated Total Capitalization shall not exceed 0.55 to 1.0 as of the then most recently ended fiscal quarter.

7.03. Net Working Capital. U.S. Borrower will not permit the ratio (calculated on the last day of each fiscal quarter) of Net Working Capital to Consolidated Debt to be less than 1.0 to 1.0.

7.04. Liens. Borrowers will not, and will not permit any Subsidiary to, permit to exist, create, assume or incur, directly or indirectly, any Lien on their properties or assets, whether now owned or hereafter acquired, except:

(a) Liens on property created substantially contemporaneously or within 180 days of the acquisition thereof to secure or provide for all or a portion of the

purchase price of such property, provided that (i) such Liens do not extend to other property of either Borrower or any Subsidiary, (ii) the aggregate principal amount of

Indebtedness secured by each such Lien does not exceed 80% of the purchase price at the time of acquisition of the property subject to such Lien, and (iii) the Indebtedness

secured by such Liens is otherwise permitted by Section 7.02 and Section 7.03;

(b) Liens for taxes, assessments or governmental charges not then due and delinquent or the validity of which is being contested in good faith by

appropriate proceedings and as to which the applicable Borrower has established adequate reserves therefor on its books in accordance with GAAP;

(c) Liens arising in connection with court proceedings, provided the execution of such Liens is effectively stayed, such Liens are being contested in good

faith by appropriate proceedings and U.S. Borrower has established adequate reserves therefor on its books in accordance with GAAP;

(d) Liens arising in the ordinary course of business and not incurred in connection with the borrowing of money (including mechanic's and materialmen's

liens and minor survey exceptions on real property) that in the aggregate do not materially interfere with the conduct of the business of the applicable Borrower or any

Subsidiary or materially impair the value of the property or assets subject to such Liens;

(e) Liens in connection with workers' compensation, unemployment insurance or other social security laws to secure the public or statutory obligations of

the applicable Borrower or any Subsidiary;

(f) Liens securing Indebtedness of a Subsidiary to either Borrower;

(g) Liens existing on property or assets of Borrowers or any Subsidiary as of the date of this Agreement that are described in the attached Schedule 7.04;

(h) Liens in favor of Collateral Agent to secure the obligations and liabilities of U.S. Borrower under this Agreement and the Other Senior Debt as provided

in the U.S. Security Documents and the Collateral Agency and Intercreditor Agreement;

(i) Liens attaching solely to the property and assets of Canadian Borrower to secure Debt of Canadian Borrower and no other Debt; and

(j) (i) If the obligations of U.S. Borrower under this Agreement are not Secured, Liens not otherwise permitted by paragraphs (a) through (i) of this Section

7.04 created, assumed or incurred subsequent to the Closing Date to secure Indebtedness, provided that at the time of creating, assuming or incurring such additional

Indebtedness and after giving effect thereto and to the application of the proceeds therefrom the sum (without duplication) of the aggregate principal amount of outstanding

Consolidated Indebtedness secured by Liens permitted by this Section 7.04(j) does not exceed 10% of Adjusted Consolidated Net Worth and (ii) if the obligations of U.S.

Borrower under this Agreement are Secured, Existing First Priority Liens (as such term is defined in the Collateral Agency and Intercreditor Agreement) and Future Acquired

Liens (as such term is defined in the Collateral Agency and Intercreditor Agreement).

7.05. Merger or Consolidation. Borrowers will not, and will not permit any Subsidiary to, merge, amalgamate or consolidate with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to, any Person, except that:

(a) U.S. Borrower may merge into or consolidate with, or sell all or substantially all of its assets to, any Person or permit any Person to merge into or

consolidate with it, provided that immediately after giving effect thereto, (A) U.S. Borrower is the successor corporation or, if U.S. Borrower is not the successor corporation,

the successor corporation is a solvent corporation organized under the laws of a state of the United States of America or the District of Columbia and expressly assumes in

writing U.S. Borrower's obligations under this Agreement; and (B) there shall exist no Default or Event of Default.

(b) Canadian Borrower may merge into or consolidate with, or sell all or substantially all of its assets to, any Person or permit any Person to merge into or

consolidate with it, provided that immediately after giving effect thereto, (A) Canadian Borrower is the successor corporation or, if Canadian Borrower is not the successor

corporation, the successor corporation is a solvent corporation organized under the laws of Canada or a province thereof and expressly assumes in writing Canadian

Borrower's obligations under this Agreement; and (B) there shall exist no Default or Event of Default.

(c) Any Subsidiary (other than Canadian Borrower) may (i) merge into U.S. Borrower or a Wholly-Owned Subsidiary, (ii) convey, transfer or lease all or any

part of its assets to U.S. Borrower or a Wholly-Owned Subsidiary, and (iii) merge with any Person which, as a result of such merger, becomes a Wholly-Owned Subsidiary;

provided in each instance set forth in clauses (i) through (iii) that immediately before and after giving effect thereto, there shall exist no Default or Event of Default; provided,

however, that if any Subsidiary Guarantor merges into any other Person in compliance with the terms hereof or conveys or transfers all or any part of its assets in compliance

with the terms hereof and following such conveyance or transfer such Subsidiary Guarantor no longer constitutes a Significant Subsidiary, then U.S. Agent will promptly take

all necessary action to cause such Subsidiary Guarantor to be released from the Subsidiary Guarantee Agreement as of the time of such sale, conveyance or transfer.

7.06. Sale of Assets. Borrowers will not, and will not permit any Subsidiary to, sell, lease, transfer or otherwise dispose of, including by way of merger or amalgamation (collectively a "Disposition"), any assets, including capital stock or equity interests of Subsidiaries, in one or a series of transactions, other than in the ordinary course of business, to any Person, except to U.S. Borrower or a Wholly-Owned Subsidiary, (i) if, in any fiscal year, after giving effect to such Disposition, the aggregate net book value of assets subject to Dispositions during such fiscal year would exceed 15% of Consolidated Total Assets as of the end of the immediately preceding fiscal year or (ii) if a Default or Event of Default exists or would exist. Notwithstanding the foregoing, U.S. Borrower may, or may permit a Subsidiary to, make a Disposition and the assets subject to such Disposition shall not be subject to or included in the foregoing limitation and computation contained in clause (i) of the preceding sentence to the extent that the net proceeds from such Disposition are (1) reinvested in productive assets of U.S. Borrower or a Subsidiary of at least equivalent value within 180 days of the date of such Disposition, or (2) applied to the payment or prepayment of outstanding senior Indebtedness.

If U.S. Borrower or any Significant Subsidiary gives notice that it intends to sell, lease, transfer or otherwise dispose of any assets in compliance with the terms of this Section 7.06, U.S. Agent, pursuant to the terms of the Collateral Agency and Intercreditor Agreement, will promptly take such action requested by U.S. Borrower to instruct Collateral Agent to release such assets from the Liens granted pursuant to the U.S. Security Documents as of the time of such sale, lease, transfer or other disposition made in compliance with the terms of this Section 7.06.

7.07. Disposition of Stock of Subsidiary. U.S. Borrower will not permit any Subsidiary to issue its capital stock or other equity interests, or any warrants, rights or options to purchase, or securities convertible into or exchangeable for, such capital stock or other equity interests, to any Person other than U.S. Borrower or a Wholly-Owned Subsidiary. U.S. Borrower will not, and will not permit any Subsidiary to, sell, transfer or otherwise dispose of (other than to U.S. Borrower or a Wholly-Owned Subsidiary) any capital stock or other equity interests (including any warrants, rights or options to purchase, or securities convertible into or exchangeable for, capital stock or other equity interests) or Indebtedness of any Subsidiary, unless, as to any Subsidiary other than Canadian Borrower:

(a) simultaneously therewith all Investments in such Subsidiary owned by U.S. Borrower and every other Subsidiary are disposed of as an entirety;

(b) such Subsidiary does not have any continuing Investment in U.S. Borrower or any other Subsidiary not being simultaneously disposed of; and

provided, however, that if U.S. Borrower gives notice that it intends to sell, transfer or otherwise dispose of the capital stock of a Subsidiary Guarantor in compliance with the

terms of this Section 7.07, U.S. Agent will promptly take all necessary action to cause such Subsidiary Guarantor to be released from the Subsidiary Guarantee Agreement and

shall instruct Collateral Agent to release the assets of such Subsidiary Guarantor from the Liens granted pursuant to the U.S. Security Documents, in each case, as of the time

of any sale, transfer or other disposition made in compliance with the terms of this Section 7.07.

7.08. Leases. Borrowers will not, and will not permit any Subsidiary to, enter into or permit to exist any Capitalized Lease which requires the payment during the remaining term thereof by U.S. Borrower or any Subsidiary of Capitalized Lease Obligations which, after giving effect thereto, and to any other Capitalized Lease Obligations of U.S. Borrower and its Subsidiaries on a consolidated basis, exceed in the aggregate 10% of Consolidated Total Capitalization.

7.09. Transactions with Affiliates. Borrowers will not, and will not permit any Subsidiary to, enter into any transaction (including the furnishing of goods or services) with an Affiliate, except on terms and conditions no less favorable to the applicable Borrower or such Subsidiary than would be obtained in a comparable arm's-length transaction with a Person not an Affiliate, except for benefit and compensation plans and arrangements approved by a majority of the disinterested members of the Board of Directors of U.S. Borrower or any Subsidiary.

7.10. Nature of Business. Borrowers will not, and will not permit any Subsidiary to, engage in any business if, as a result thereof, the business then to be conducted by Borrowers and their Subsidiaries, taken as a whole, would be substantially changed from the business conducted on the Closing Date.

ARTICLE VIII

EVENTS OF DEFAULT AND REMEDIES

8.01. Events of Default. Any of the following shall constitute an "Event of Default":

(a) Non-Payment of Interest and Other Amounts. Any default by either Borrower in the payment of interest when due on any Loan or L/C Obligation, any

fee due hereunder or any other amount (other than principal of any Loan or L/C Obligation) payable hereunder or under any other Loan Document and continuance of such

default for a period of five Business Days;

(b) Non-Payment of Principal. Any default by either Borrower in the payment of the principal of any Loan or L/C Obligation when due, whether at

maturity, upon acceleration of maturity or at any date fixed for payment;

(c) Cross-Default. (i) Any default in the payment of the principal of, or interest or premium on, any other Debt of either Borrower and its Subsidiaries

aggregating in excess of $3,000,000 as and when due and payable (whether by lapse of time, declaration, call for redemption or otherwise) and the continuation of such default

beyond the period of grace, if any, allowed with respect thereto, or (ii) any default (other than a payment default) under any mortgages, agreements or other instruments of

either Borrower and its Subsidiaries under or pursuant to which Debt aggregating in excess of $3,000,000 is issued and the continuation of such default beyond the period of

grace, if any, allowed with respect thereto;

(d) Specific Covenants. Any default in the observance or performance of Sections 7.1 through 7.10 or in Section 8.04;

(e) Other Defaults. Any default in the observance or performance of (i) Section 6.06(e) which is not remedied within seven days after the date on which

the Borrowers learn of such default, or (ii) any other covenant or provision of this Agreement or any other Loan Document which is not remedied within 30 days after the date

on which the Borrowers learn of such default;

(f) Representations and Warranties. Any representation or warranty made by either Borrower in this Agreement or any other Loan Document, or made by

either Borrower in any written statement or certificate furnished by either Borrower pursuant to this Agreement, proves incorrect in any material respect as of the date of the

making or issuance thereof;

(g) Judgments. Any judgment, decree, writ or warrant of attachment or any similar process in an aggregate amount in excess of $5,000,000 shall be entered

or filed against either Borrower or any Subsidiary or against any property or assets of either Borrower or any Subsidiary and remain unpaid, unvacated, unbonded or unstayed

(through appeal or otherwise) for a period of 60 days after either Borrower or any Subsidiary receives notice thereof, except for any judgment, decree, writ or warrant of

attachment or any similar process to the extent that either Borrower or any Subsidiary (i) is insured therefor and with respect to which the insurer has assumed responsibility

in writing, or (ii) is indemnified therefor, provided the terms of such indemnification are satisfactory to Required Lenders;

(h) Insolvency. Either Borrower or any Subsidiary shall

(i) generally not pay its debts as they become due or admit in writing its inability to pay its debts generally as they become due;

(ii) file a petition in bankruptcy or for reorganization or for the adoption of an arrangement under the Federal Bankruptcy Code of the United

States, or any similar applicable bankruptcy or insolvency law (or, with respect to Canadian Borrower, any other Debtor Relief Law), as now or in the future

amended (herein collectively called "Bankruptcy Laws"); file an answer or other pleading admitting or failing to deny the material allegations of such a petition;

fail to obtain the dismissal of such a petition within 60 days of its filing or be subject to an order for relief or a decree approving such a petition; or file an answer

or other pleading seeking, consenting to or acquiescing in relief provided for under the Bankruptcy Laws;

(iii)make an assignment of all or a substantial part of its property for the benefit of its creditors;

(iv) seek or consent to or acquiesce in the appointment of a receiver, liquidator, custodian or trustee of it or for all or a substantial part of its

property;

(v) finally adjudicated bankrupt or insolvent;

(vi) subject to the entry of a court order which shall not be vacated, set aside or stayed within 60 days of the date of entry, (A) appointing a

receiver, liquidator, custodian or trustee of it or for all or a substantial part of its property, (B) for relief pursuant to an involuntary case brought under, or

effecting an arrangement in, bankruptcy, (C) for a reorganization pursuant to the Bankruptcy Laws, or (D) for any other judicial modification or alteration of the

rights of creditors; or

(vii) be subject to the assumption of custody or sequestration by a court of competent jurisdiction of all or a substantial part of its property,

which custody or sequestration shall not be suspended or terminated within 60 days from its inception.

(i) Guarantor Obligations. Except as otherwise provided in this Agreement including, without limitation, in Section 6.11, Section 7.05, Section 7.06 and

Section 7.07 the obligations of any Subsidiary Guarantor contained in the Subsidiary Guarantee Agreement, any of the Security Documents or the Collateral Agency and

Intercreditor Agreement shall cease to be in full force and effect or shall be declared by a court or governmental authority of competent jurisdiction to be void, voidable or

unenforceable against any such Subsidiary Guarantor; (ii) U.S. Borrower or any Subsidiary Guarantor shall contest the validity or enforceability of the Subsidiary Guarantee

Agreement, any of the U.S. Security Documents or the Collateral Agency and Intercreditor Agreement against any such Subsidiary Guarantor, or (iii) U.S. Borrower or any

Subsidiary Guarantor shall deny that such Subsidiary Guarantor has any further liability or obligation under the Subsidiary Guarantee Agreement or any of the U.S. Security

Documents; or

(j) Other Representations and Warranties. Any representation or warranty made in writing by or on behalf of U.S. Borrower or any Subsidiary Guarantor or by any officer of U.S. Borrower or any Subsidiary Guarantor in the Subsidiary Guarantee Agreement, any U.S. Security Document or the Collateral Agency and Intercreditor Agreement or in any writing furnished in connection therewith or pursuant to the terms thereof proves to have been false or incorrect in any material respect on the date as of which made; or

(k) Collateral Documents. Except as otherwise provided in this Agreement, including, without limitation in Section 6.11, Section 7.05, Section 7.06 and Section 7.07 (i) any Collateral Document shall cease to be in full force and effect (other than in accordance with its terms) or shall be declared by any court or governmental authority of competent jurisdiction to be void, voidable or unenforceable against the grantor thereunder; or (ii) the validity or enforceability of any Collateral Document against the grantor thereof shall be contested by such grantor; or

(l) Receivables Purchase Agreement. U.S. Borrower or any Subsidiary shall enter into a Receivables Purchase Agreement; or

(m) Intercreditor Agreement. Any default by U.S. Borrower or any Subsidiary Guarantor in the performance or observance of any covenant or provision

of the Collateral Agency and Intercreditor Agreement, the Subsidiary Guarantee Agreement or any of the U.S. Security Documents and such default shall continue for more

than thirty (30) days after the first date on which a Senior Officer (as defined in the Collateral Agency and Intercreditor Agreement) shall have become aware of such default.

8.02. Remedies Upon Event of Default. If any Event of Default occurs and is continuing, Agents shall, at the request of, or may, with the consent of, Required Lenders, take any or all of the following actions:

(a) declare the commitment of each Lender to make Loans and purchase Acceptances and any obligation of L/C Issuers to make L/C Credit Extensions to

be terminated, whereupon such commitments and obligations shall be terminated;

(b) declare the unpaid principal amount of all outstanding Loans and all Obligations in respect of Acceptances, all interest accrued and unpaid thereon,

and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other

notice of any kind, all of which are hereby expressly waived by Borrowers;

(c) require that Borrowers Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and

(d) exercise on behalf of themselves and Lenders all rights and remedies available to it and Lenders under the Loan Documents;

provided, however, that upon the occurrence of an Event of Default described in Section 8.01(h), the obligation of each Lender to make Loans and any obligation of each L/C

Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans, all Acceptance Exposure and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of Borrowers to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of either Agent or any Lender.

8.03. Application of Funds.

(a) U.S. Obligations. After the exercise of remedies provided for in Section 8.02 (or after the U.S. Loans have automatically become immediately due and

payable and the U.S. L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account

of the U.S. Obligations shall be applied by U.S. Agent in the following order:

First, to payment of that portion of the U.S. Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to U.S. Agent and amounts payable under Article III) payable to U.S. Agent in its capacity as such;

Second, to payment of that portion of the U.S. Obligations constituting fees, indemnities and other amounts (other than principal, interest and L/C Fees) payable to U.S. Lenders and U.S. L/C Issuer (including fees, charges and disbursements of counsel to U.S. Lender and U.S. L/C Issuer) and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them;

Third, to payment of that portion of the U.S. Obligations constituting accrued and unpaid L/C Fees and interest on the U.S. Loans, L/C Borrowings and other U.S. Obligations, ratably among U.S. Lenders and U.S. L/C Issuer in proportion to the respective amounts described in this clause Third payable to them;

Fourth, to payment of that portion of the U.S. Obligations constituting unpaid principal of the U.S. Loans, and L/C Borrowings, ratably among U.S. Lenders and U.S. L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them;

Fifth, to U.S. Agent for the account of U.S. L/C Issuer, to Cash Collateralize that portion of U.S. L/C Obligations comprised of the aggregate undrawn amount of U.S. Letters of Credit;

Sixth, to Canadian Agent for application to Canadian Obligations in the order set forth in Section 8.03(b); and

Last, the balance, if any, after all of the U.S. Obligations have been paid in full, to U.S. Borrower or as otherwise required by Law.

Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of U.S. Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such U.S. Letters of Credit as they occur; provided, however, that if U.S. Borrower is required to Cash Collateralize any U.S. L/C Obligations following an Event of Default, such amount (to the extent not already applied as provided herein, and not otherwise required to be maintained as Cash Collateral pursuant to the terms of this Agreement in the absence of such Event of Default) shall be returned to U.S. Borrower after such Event of Default has been cured or waived so long as no other Default then exists. If any amount remains on deposit as Cash Collateral after all U.S. Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other U.S. Obligations, if any, in the order set forth above.

(b) Canadian Obligations. After the exercise of remedies provided for in Section 8.02 (or after the Canadian Loans have automatically become immediately

due and payable and the Canadian L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts

received on account of the Canadian Obligations shall be applied by Canadian Agent in the following order:

First, to payment of that portion of the Canadian Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to Canadian Agent and amounts payable under Article III) payable to Canadian Agent in its capacity as such;

Second, to payment of that portion of the Canadian Obligations constituting fees, indemnities and other amounts (other than principal, interest and L/C Fees) payable to Canadian Lenders and Canadian L/C Issuer (including fees, charges and disbursements of counsel to Canadian Lenders and Canadian L/C Issuer) and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them;

Third, to payment of that portion of the Canadian Obligations constituting accrued and unpaid L/C Fees and interest on the Canadian Loans, L/C Borrowings and other Canadian Obligations, ratably among Canadian Lenders and Canadian L/C Issuer in proportion to the respective amounts described in this clause Third payable to them;

Fourth, to payment of that portion of the Canadian Obligations constituting unpaid principal of the Canadian Loans, and L/C Borrowings, ratably among Canadian Lenders and Canadian L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them;

Fifth, to Canadian Agent for the account of Canadian L/C Issuer, to Cash Collateralize that portion of Canadian L/C Obligations comprised of the aggregate undrawn amount of Canadian Letters of Credit; and

Last, the balance, if any, after all of the Canadian Obligations have been paid in full, to Canadian Borrower or as otherwise required by Law.

Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Canadian Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Canadian Letters of Credit as they occur; provided, however, that if Canadian Borrower is required to Cash Collateralize any Canadian L/C Obligations following an Event of Default, such amount (to the extent not already applied as provided herein, and not otherwise required to be maintained as Cash Collateral pursuant to the terms of this Agreement in the absence of such Event of Default) shall be returned to Canadian Borrower after such Event of Default has been cured or waived so long as no other Default then exists. If any amount remains on deposit as Cash Collateral after all Canadian Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Canadian Obligations, if any, in the order set forth above.

8.04. Notice of Default. With respect to Defaults, Events of Default or claimed defaults, Borrowers will give the following notices:

(a) Borrowers promptly will furnish to U.S. Agent, Canadian Agent, U.S. L/C Issuer, U.S. Swing Line Lender, Canadian L/C Issuer and each Lender written

notice of the occurrence of a Default or an Event of Default. Such notice shall specify the nature of such default, the period of existence thereof and what action Borrowers

have taken or are taking or propose to take with respect thereto.

(b) If U.S. Agent, Canadian Agent, any Lender or the holder of any other evidence of Debt of either Borrower or any Subsidiary gives any notice or takes

any other action with respect to a claimed default, Borrowers will forthwith give written notice thereof to U.S. Agent, Canadian Agent, U.S. L/C Issuer, U.S. Swing Line Lender,

Canadian L/C Issuer and each Lender, describing the notice or action and the nature of the claimed default.

ARTICLE IX

AGENTS

9.01. Appointment and Authorization of Agents. Each of U.S. Lenders and U.S. L/C Issuers hereby irrevocably appoints Bank of America to act on its behalf as U.S. Agent hereunder and under the other Loan Documents and authorizes U.S. Agent to take such actions on its behalf and to exercise such powers as are delegated to U.S. Agent by the terms hereof and thereof, together with such actions and powers as are reasonably incidental thereto. Each of Canadian Lenders and Canadian L/C Issuer hereby appoints Bank of America Canada to act on its behalf as Canadian Agent hereunder and under the other Loan Documents and authorizes Canadian Agent to take such actions on its behalf and to exercise such powers as are delegated to Canadian Agent by the terms hereof and thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of Agents, Lenders and L/C Issuers, and neither Borrowers nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions.

9.02. Rights as a Lender. The Persons serving as Agents hereunder shall have the same rights and powers in their capacity as a Lender as any other Lender and may exercise the same as though they were not Agents and the term "Lender" or "Lenders" shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Persons serving as Agents hereunder in its individual capacity. Such Persons and their Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with Borrowers or any Subsidiary or other Affiliate thereof as if such Persons were not Agents hereunder and without any duty to account therefor to Lenders.

9.03. Exculpatory Provisions. Agents shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, Agents:

(a) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(b) hall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly

contemplated hereby or by the other Loan Documents that Agents are required to exercise as directed in writing by Required Lenders (or such other number or percentage of

Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that neither Agent shall be required to take any action that, in its opinion or the

opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable Law; and

(c) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to

disclose, any information relating to Borrowers or any of their Affiliates that is communicated to or obtained by the Person serving as Agent or any of its Affiliates in any

capacity.

(d) Agents shall not be liable for any action taken or not taken by them (i) with the consent or at the request of Required Lenders (or such other number or

percentage of Lenders as shall be necessary, or as the applicable Agent shall believe in good faith shall be necessary, under the circumstances as provided in

Sections 8.02 and 10.01) or (ii) in the absence of its own gross negligence or willful misconduct. Agents shall be deemed not to have knowledge of any Default unless and until written notice describing such Default is given to Agents by Borrowers, a Lender or a L/C Issuer. Agents shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to Agents.

9.04. Reliance by Agents. Agents shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. Agents also may rely upon any statement made to them orally or by telephone and believed by them to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or a L/C Issuer, Agents may presume that such condition is satisfactory to such Lender or such L/C Issuer unless the applicable Agent shall have received notice to the contrary from such Lender or such L/C Issuer prior to the making of such Loan or the issuance of such Letter of Credit. Agents may consult with legal counsel (who may be counsel for Borrowers), independent accountants and other experts selected by them, and shall not be liable for any action taken or not taken by them in accordance with the advice of any such counsel, accountants or experts.

9.05. Delegation of Duties. Agents may perform any and all of their duties and exercise their rights and powers hereunder or under any other Loan Document by or through any one or more sub agents appointed by the applicable Agent. Agents and any such sub agent may perform any and all of their duties and exercise their rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub agent and to the Related Parties of each Agent and any such sub agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as an Agent.

9.06. Resignation of an Agent. An Agent may at any time give notice of its resignation to Lenders, the other Agent, L/C Issuer and Borrowers. Upon receipt of any such notice of resignation, the applicable Required Lenders shall have the right, in consultation with Borrowers, to appoint a successor, which in the case of U.S. Agent, shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States and in the case of Canadian Agent shall be a bank with an office in Canada that accepts deposits. If no such successor shall have been so appointed by the applicable Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the applicable Lenders and the applicable L/C Issuer, appoint a successor Agent meeting the qualifications set forth above; provided that if the retiring Agent shall notify Borrowers and Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by Agent on behalf of Lenders or L/C Issuers under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the retiring Agent shall instead be made by or to each Lender and L/C Issuer directly, until such time as the applicable Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor's appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrowers and such successor. After the retiring Agent's resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

Any resignation by Bank of America as U.S. Agent pursuant to this Section shall also constitute its resignation as U.S. L/C Issuer and U.S. Swing Line Lender. Any resignation by Bank of America Canada as Canadian Agent pursuant to this Section shall also constitute its resignation as Canadian L/C Issuer. Upon the acceptance of a successor's appointment as Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender, (b) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.

9.07. Non-Reliance on Agent and Other Lenders. Each Lender and each L/C Issuer acknowledges that it has, independently and without reliance upon either Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and each L/C Issuer also acknowledges that it will, independently and without reliance upon either Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

9.08. No Other Duties, Etc. Anything herein to the contrary notwithstanding, no Lender holding a title listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as Agent, a Lender or L/C Issuer hereunder.

9.09. Agents May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, Agents (irrespective of whether the principal of any Loan or L/C Obligation or any Acceptance shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether Agents shall have made any demand on Borrowers) shall be entitled and empowered, by intervention in such proceeding or otherwise

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations, Acceptances and

all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of Lenders, L/C Issuers and

Agents (including any claim for the reasonable compensation, expenses, disbursements and advances of Lenders, L/C Issuers and Agents and their respective agents and

counsel and all other amounts due Lenders, L/C Issuer and Agent under Sections 2.04(i) and (j), 2.10 and 10.04) allowed in such judicial proceeding; and

(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, receiver and manager, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and each L/C Issuer to make such payments to Agents and, in the event that Agents shall consent to the making of such payments directly to Lenders and L/C Issuers, to pay to Agents any amount due for the reasonable compensation, expenses, disbursements and advances of Agents and their agents and counsel, and any other amounts due Agents under Sections 2.10 and 10.04. Nothing contained herein shall be deemed to authorize Agents to authorize or consent to or accept or adopt on behalf of any Lender or any L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize Agents to vote in respect of the claim of any Lender in any such proceeding.

9.10. Guaranty Matters. Each U.S. Lender and U.S. L/C Issuer hereby irrevocably authorizes U.S. Agent to, so long as no Default or Event of Default shall have occurred or be continuing, and U.S. Agent shall, upon the request of U.S. Borrower so long as no Default or Event of Default shall have occurred and be continuing release any Subsidiary Guarantor from its obligations under the Subsidiary Guarantee Agreement if such Person ceases to be a Significant Subsidiary as a result of a transaction permitted hereunder. Upon request by U.S. Agent at any time, each U.S. Lender and U.S. L/C Issuer will confirm in writing U.S. Agent's authority to release any Subsidiary Guarantor from its obligations under the Subsidiary Guarantee Agreement pursuant to this Section 9.10.

9.11. Collateral Matters.

(a) Each Lender and each L/C Issuer hereby irrevocably authorizes and directs each Agent to enter into the Collateral Documents for the benefit of such

Lender and such L/C Issuer. Each Lender and each L/C Issuer hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as

otherwise set forth in Section 10.01, any action taken by Required Lenders, in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise

by Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all

of Lenders and L/C Issuers. Agents are hereby authorized (but not obligated) on behalf of all of Lenders and L/C Issuers, without the necessity of any notice to or further

consent from any Lender or any L/C Issuer from time to time prior to, an Event of Default, to take any action with respect to any Collateral or Collateral Documents which may

be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Collateral Documents.

(b) Each U.S. Lender and U.S. L/C issuer hereby irrevocably authorize U.S. Agent, at its option and in its discretion,

(i) to authorize Collateral Agent to release any Lien on any property granted to or held by Collateral Agent under any U.S. Security Document

(A) upon termination of the Aggregate U.S. Commitments and payment in full of all U.S. Obligations (other than contingent indemnification obligations) and the

expiration or termination of all U.S. Letters of Credit, (B) that is sold or to be sold as part of or in connection with any sale or other disposition permitted

hereunder or under any other Loan Document, (C) subject to Section 10.01, if approved, authorized or ratified in writing by U.S. Supermajority Lenders, or (D) in

connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and

(ii) to authorize Collateral Agent to subordinate any Lien on any property granted to or held by Collateral Agent under any U.S. Security

Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Document.

Upon request by U.S. Agent at any time, each U.S. Lender and U.S. L/C Issuer will confirm in writing U.S. Agent's authority to so authorize Collateral Agent to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.11(b).

(c) Each Canadian Lender and Canadian L/C issuer hereby irrevocably authorize Canadian Agent, at its option and in its discretion,

(i) to release any Lien on any property granted to or held by Canadian Agent under any Loan Document (A) upon termination of the Aggregate

Canadian Commitments and payment in full of all Canadian Obligations (other than contingent indemnification obligations) and the expiration or termination of

all Canadian Letters of Credit, (B) that is sold or to be sold as part of or in connection with any sale or other disposition permitted hereunder or under any other

Loan Document, (C) subject to Section 10.01, if approved, authorized or ratified in writing by Canadian Supermajority Lenders, or (D) in connection with any

foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and

(ii) to subordinate any Lien on any property granted to or held by Canadian Agent under any Loan Document to the holder of any Lien on such

property that is permitted by this Agreement or any other Loan Document.

Upon request by Canadian Agent at any time, each Canadian Lender and Canadian L/C Issuer will confirm in writing Canadian Agent's authority to so authorize Collateral Agent to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.11(c).

(d) Subject to clauses (b) and (c) above, each Agent shall (and is hereby irrevocably authorized by each Lender and each L/C Issuer), to execute

such documents as may be necessary to evidence the release or subordination of the Liens granted to such Agent for the benefit of such Agent and the applicable Lenders

and the applicable L/C Issuer herein or pursuant hereto upon the applicable Collateral; provided that (i) such Agent shall not be required to execute any such document on

terms which, in such Agent's opinion, would expose such Agent to or create any liability or entail any consequence other than the release or subordination of such Liens

without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of

Borrowers or any other Loan Party in respect of) all interests retained by either Borrower or any other Loan Party, including the proceeds of the sale, all of which shall

continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized

to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure.

(e) Agents shall have no obligation whatsoever to any Lender, any L/C Issuer or any other Person to assure that the Collateral exists or is owned by either

Borrower or any other Loan Party or is cared for, protected or insured or that the Liens granted to Agents herein or in any of the Collateral Documents or pursuant hereto or

thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising

at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Agents in this Section 9.11 or in any of

the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, each Agent may act in any manner it

may deem appropriate, in its sole discretion, given such Agent's own interest in the Collateral as one of Lenders and that such Agent shall have no duty or liability

whatsoever to Lenders or L/C Issuer.

(f) Each Lender and each L/C Issuer hereby appoints each other Lender as agent for the purpose of perfecting Lenders' and L/C Issuers' security interest in

assets which, in accordance with the applicable PPSA, the CC or Article 9 of the UCC can be perfected only by possession. Should any Lender or either L/C Issuer (other

than an Agent) obtain possession of any such Collateral, such Lender or L/C Issuer shall notify Agents thereof, and, promptly upon Agents' request therefor shall deliver

such Collateral to Agents or in accordance with Agents' instructions.

(g) U.S. Agent hereby agrees that at such time as Required U.S. Lenders have received evidence reasonably satisfactory to them that U.S. Borrower's

unsecured debt obligations are Investment Grade and this Agreement is then in effect U.S. Agent will on behalf of U.S. Lenders deliver to Collateral Agent a notice stating

that U.S. Borrower has entered into an Acceptable Revolving Credit Facility (as defined in the Collateral Agency and Intercreditor Agreement) to replace a Receivables

Purchase Agreement and U.S. Borrower's unsecured debt obligations are Investment Grade. U.S. Lenders hereby consent and agree to the giving of such notice by U.S.

Agent and agree to execute and deliver any documentation related thereto as may be required under the Collateral Agency and Intercreditor Agreement. U.S. Lenders agree

that prior to providing any notice or determination to U.S. Agent or Collateral Agent regarding the characterization of U.S. Borrower's unsecured debt obligations as

Investment Grade pursuant to clause (iii) of the definition of Investment Grade, each U.S. Lender will consult with each other U.S. Lender regarding such characterization of

U.S. Borrower's unsecured debt obligations. At such time as Canadian Agent receives evidence reasonably satisfactory to it that each of the conditions set forth in Section

14.5 of the Collateral Agency and Intercreditor Agreement have been satisfied, Canadian Agent shall, at Canadian Borrower's expense, cause to be prepared and executed and

delivered to Canadian Borrower such discharges, releases, terminations or other documents and instruments as shall be reasonably necessary in order to release

all of Canadian Agent's Liens in the Collateral of Canadian Borrower. Canadian Lenders hereby consent and agree to such discharge and release of Canadian Agent's Liens in

the Collateral of Canadian Borrower.

(h) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, in the event that any term or provision of the Collateral Agency

and Intercreditor Agreement conflicts with any term or provision of this Agreement or any other Loan Document, the relevant terms and provisions of the Collateral Agency

and Intercreditor Agreement shall supersede the relevant term or provision of this Agreement or any such other Loan Document and govern and control the subject matter of

such conflicting term or provision of this Agreement or such other Loan Document.

(i) Each Agent and Lender acknowledges and agrees that (i) the U.S. Agent and each U.S. Lender, will be executing a Joinder Agreement to the Collateral

Agency and Intercreditor Agreement (and each U.S. Lender hereby authorizes and directs the U.S. Agent to execute such Joinder Agreement), (ii) that the U.S. Agent and U.S.

Lenders will be bound by all of the terms and provisions of the Collateral Agency and Intercreditor Agreement and (iii) that each of the U.S. Agent and the U.S. Lenders will

take any action and perform any obligation it may have under the Collateral Agency and Intercreditor Agreement in accordance with the terms and conditions thereof,

including any action required to be taken or obligation to be performed by a åSecured Partyæ or a holder of åAdditional Future Debtæ or a åSecured Obligationæ (as each

such term is defined in the Collateral Agency and Intercreditor Agreement).

9.12. Canadian Agent Matters. For greater certainty, and without limiting the powers of Agents or any other Person acting as an agent, attorney-in-fact or mandatary for Agents under this Agreement or under any of the other Loan Documents, each Canadian Lender, hereby (a) irrevocably constitutes, to the extent necessary, Canadian Agent as the holder of an irrevocable power of attorney (fondé de pouvoir within the meaning of Article 2692 of the Civil Code of Québec) for the purposes of holding any Liens, including hypothecs, granted or to be granted by Canadian Borrower on movable or immovable property pursuant to the laws of the Province of Quebec to secure obligations of Canadian Borrower under any bond issued by Canadian Borrower; and (b) appoints and agrees that Canadian Agent, acting as agent for Canadian Lenders shall be the holder and depository of the bonds and debentures issued by Canadian Borrower for the benefit of Canadian Lenders, may act as the bondholder or debentureholder and mandatary with respect to any bond that may be issued and pledged from time to time for the benefit of Canadian Lenders.

The said constitution of the fondé de pouvoir (within the meaning of Article 2692 of the Civil Code of Quebec) as the holder of such irrevocable power of attorney and of Canadian Agent as bondholder or debentureholder and mandatary with respect to any bond or debenture that may be issued and pledged from time to time for the benefit of Canadian Lenders shall be deemed to have been ratified and confirmed by any Assignee by the execution of an Assignment and Assumption.

Notwithstanding the provisions of Section 32 of An Act respecting the special powers of legal persons (Quebec), Canadian Agent may purchase, acquire and be the holder of any bond or debenture issued by Canadian Borrower. Canadian Borrower hereby acknowledges that any such bond or debenture shall constitute a title of indebtedness, as such term is used in Article 2692 of the Civil Code of Quebec.

Canadian Agent in its capacity as fondé de pouvoir shall have the same rights, powers and immunities as the Agents as stipulated in this Article IX, which shall apply mutatis mutandis. Without limitation, the provisions of this Article IX shall apply mutatis mutandis to the resignation and appointment of a successor to Canadian Agent acting as fondé de pouvoir.

Notwithstanding the provisions of Section 10.14, the provisions of this Section 9.12 shall be governed by the laws of the Province of Quebec and the federal laws of Canada applicable therein.

ARTICE X

MISCELLANEOUS

10.01. Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by either Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by Required Lenders and Borrowers or the applicable Loan Party, as the case may be, and acknowledged by Agents, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:

(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender; provided, however, in the sole discretion of Agents, only a

waiver by Agents shall be required with respect to immaterial matters or items specified in Section 4.01(a)(iii) or (iv) with respect to which Borrowers have given assurances

satisfactory to Agents that such items shall be delivered promptly following the Closing Date;

(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of

such Lender;

(c) postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal, interest,

fees or other amounts due to Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby;

(d) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iv) of the second proviso to this

Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document, without the written consent of each Lender directly affected thereby;

provided, however, that only the consent of Supermajority Lenders shall be necessary (i) to amend the definition of "Default Rate" or to waive any obligation of Borrower to

pay interest or L/C Fees at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be

to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder;

(e) change Section 2.14 or Section 8.03in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each

Lender;

(f) increase the advance rates or components of the U.S. Borrowing Base or Canadian Borrowing Base if such increase would increase the amount

available for borrowing hereunder by either Borrower or include additional categories of Collateral set forth in the definition of U.S. Borrowing Base or Canadian Borrowing

Base if such inclusion would increase the amount available for borrowing hereunder by either Borrower, in each case (i) without the written consent of each Lender if there are

less than six U.S. Lenders or (ii) without the consent of Supermajority Lenders if there are six or more U.S. Lenders;

(g) change any provision of this Section or the definition of "Required Lenders" or any other provision hereof specifying the number or percentage

of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of

each Lender; or

(h) (i) except as provided in Section 6.11(b), release any Subsidiary Guarantor from the Subsidiary Guarantee Agreement or release U.S. Borrower from the

Parent Guarantee Agreement or, (ii) except as otherwise provided in Section 9.11 (a) consent to the release of the Liens on all or substantially all of the Collateral subject to the

U.S. Security Documents in any transaction or series of related transactions, except as required by the Collateral Agency and Intercreditor Agreement or otherwise in

accordance with the terms of any Loan Document, without the written consent of each U.S. Lender, or (b) release of the Liens on all or substantially all of the Collateral subject

to the Canadian Security Documents in any transaction or series of related transactions, except in accordance with the terms of any Loan Document, without the written

consent of each Canadian Lender;

and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by L/C Issuers in addition to Lenders required above, affect the rights or duties of L/C Issuers under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by U.S. Swing Line Lender in addition to Lenders required above, affect the rights or duties of U.S. Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by Agents in addition to Lenders required above, affect the rights or duties of Agents under this Agreement or any other Loan Document; and (iv) the Agent Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender.

10.02. Notices; Effectiveness; Electronic Communications.

(a) Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in

subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by

certified or registered mail or sent by telecopier as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to

the applicable telephone number, as follows:

(i) if to Borrowers, Agents, L/C Issuers or U.S. Swing Line Lender, to the address, telecopier number, electronic mail address or telephone

number specified for such Person on Schedule 10.02; and

(ii) if to any other Lender, to the address, telecopier number, electronic mail address or telephone number specified in its Administrative

Questionnaire.

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices delivered through electronic communications to the extent provided in subsection (b) below, shall be effective as provided in such subsection (b).

(b) Electronic Communications. Notices and other communications to Lenders and L/C Issuers hereunder may be delivered or furnished by electronic

communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by Agents, provided that the foregoing shall not apply to notices to any

Lender or any L/C Issuer pursuant to Article II if such Lender or such L/C Issuer, as applicable has notified the Agents that it is incapable of receiving notices under such

Article by electronic communication. Agents or Borrowers may, in their discretion, agree to accept notices and other communications to it hereunder by electronic

communications pursuant to procedures approved by them, provided that approval of such procedures may be limited to particular notices or communications. Unless Agents

otherwise prescribe, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender's receipt of an acknowledgement from the

intended recipient (such as by the "return receipt requested" function, as available, return e-mail or other written acknowledgement), provided that if such notice or other

communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on

the next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the

intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website

address therefor.

WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM

LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY,

INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM

FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no

event shall either Agent or any of its Related Parties (collectively, the "Agent Parties") have any liability to Borrowers, any Lender, L/C Issuers or any other Person for loses,

claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of Borrowers' or Agents' transmission of Borrower Materials through the

Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable

judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability

to Borrowers, any Lender, L/C Issuers or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).

(d) Change of Address, Etc. Each of Borrowers, Agents, L/C Issuers and U.S. Swing Line Lender may change its address, telecopier or telephone number

for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, telecopier or telephone number for notices

and other communications hereunder by notice to Borrowers, Agents, L/C Issuers and U.S. Swing Line Lender. In addition, each Lender agrees to notify Agents from time to

time to ensure that Agents have on record (i) an effective address, contact name, telephone number, telecopier number and electronic mail address to which notices and other

communications may be sent and (ii) accurate wire instructions for such Lender.

(e) Reliance by Agents, L/C Issuers and Lenders. Agents, L/C Issuers and Lenders shall be entitled to rely and act upon any notices purportedly given

by or on behalf of Borrowers even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice

specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. Borrowers shall indemnify Agents, L/C Issuers, each Lender

and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on

behalf of either Borrower. All telephonic notices to and other telephonic communications with Agents may be recorded by Agents, and each of the parties hereto hereby

consents to such recording.

10.03. No Waiver; Cumulative Remedies. No failure by any Lender, any L/C Issuer or Agents to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are

cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

10.04. Expenses; Indemnity; Damage Waiver.

(a) Costs and Expenses.

(i) U.S. Borrower shall pay (i) all reasonable out of pocket expenses incurred by U.S. Agent and its Affiliates (including the reasonable fees,

charges and disbursements of counsel for U.S. Agent), in connection with the syndication of the credit facilities provided for herein, the preparation,

negotiation, execution and delivery of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or

thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out of pocket expenses incurred by U.S. L/C

Issuer in connection with the issuance, amendment, renewal or extension of any U.S. Letter of Credit or any demand for payment thereunder and (iii) all out of

pocket expenses incurred by U.S. Agent, any U.S. Lender or U.S. L/C Issuer (including the fees, charges and disbursements of any counsel for U.S. Agent, any

U.S. Lender or U.S. L/C Issuer), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan

Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of

pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. U.S. Agent will provide to U.S.

Borrower written invoices for all amounts payable under this clause (i) at the time any such payment is requested.

(ii) Canadian Borrower shall pay (i) all reasonable out of pocket expenses incurred by Canadian Agent and its Affiliates (including the

reasonable fees, charges and disbursements of counsel for Canadian Agent), in connection with the syndication of the credit facilities provided for herein, the

preparation, negotiation, execution and delivery of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the

provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out of pocket expenses

incurred by Canadian L/C Issuer in connection with the issuance, amendment, renewal or extension of any Canadian Letter of Credit or any demand for payment

thereunder and (iii) all out of pocket expenses incurred by Canadian Agent, any Canadian Lender or Canadian L/C Issuer (including the fees, charges and

disbursements of any counsel for Canadian Agent, any Canadian Lender or Canadian L/C Issuer), and shall pay all fees and time charges for barristers, solicitors

or attorneys who may be employees of Canadian Agent, any Canadian Lender or Canadian L/C Issuer, in connection with the enforcement or protection of its

rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or

Letters of Credit issued hereunder, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans

or Letters of Credit. Canadian Agent will provide to Canadian Borrower written invoices for all amounts payable under this clause (ii) at the time any such

payment is requested.

(b) Indemnification by Borrowers.

(i ) U.S. Borrower shall indemnify U.S. Agent (and any sub-agent thereof), each U.S. Lender and U.S. L/C Issuer, and each Related Party of any

of the foregoing Persons (each such Person being called a "U.S. Indemnitee") against, and hold each U.S. Indemnitee harmless from, any and all losses, claims,

damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any U.S. Indemnitee), incurred by any U.S.

Indemnitee or asserted against any U.S. Indemnitee by any third party or by either Borrower or any other Loan Party arising out of, in connection with, or as a

result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the

performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or

thereby, or, in the case of U.S. Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan

Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by U.S. L/C Issuer to honor a demand

for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit),

(iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by Borrowers or any of their Subsidiaries, or

any Environmental Liability related in any way to Borrowers or any of their Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or

proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrowers or any other

Loan Party, and regardless of whether any Indemnitee is a party thereto, in all cases, whether or not caused by or arising, in whole or in part, out of the

comparative, contributory or sole negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such

losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have

resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by Borrowers or any other Loan Party against an

Indemnitee for breach in bad faith of such Indemnitee's obligations hereunder or under any other Loan Document, if Borrower or such Loan Party has obtained a

final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction.

(ii) Canadian Borrower shall indemnify Canadian Agent (and any sub-agent thereof), each Canadian Lender and Canadian L/C Issuer, and each

Related Party of any of the foregoing Persons (each such Person being called a "Canadian Indemnitee" and collectively with the U.S. Indemnitees, the

"Indemnitees") against, and hold each Canadian Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the

fees, charges and disbursements of any counsel for any Canadian Indemnitee), incurred by any Canadian Indemnitee or asserted against any

Canadian Indemnitee by any third party or by either Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or

delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of

their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, or, in the case of Canadian Agent

(and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or

the use or proposed use of the proceeds therefrom (including any refusal by Canadian L/C Issuer to honor a demand for payment under a Letter of Credit if the

documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or

release of Hazardous Materials on or from any property owned or operated by Borrowers or any of their Subsidiaries, or any Environmental Liability related in

any way to Borrowers or any of their Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing,

whether based on contract, tort or any other theory, whether brought by a third party or by Borrowers or any other Loan Party, and regardless of whether any

Indemnitee is a party thereto, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the

Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related

expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful

misconduct of such Indemnitee or (y) result from a claim brought by Borrowers or any other Loan Party against an Indemnitee for breach in bad faith of such

Indemnitee's obligations hereunder or under any other Loan Document, if Borrowers or such Loan Party has obtained a final and nonappealable judgment in its

favor on such claim as determined by a court of competent jurisdiction.

(i) To the extent that U.S. Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be

paid by it to U.S. Agent (or any sub-agent thereof), U.S. L/C Issuer or any Related Party of any of the foregoing, each U.S. Lender severally agrees to pay to U.S. Agent (or

any such sub-agent), U.S. L/C Issuer or such Related Party, as the case may be, such U.S. Lender's Applicable Percentage (determined as of the time that the applicable

unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related

expense, as the case may be, was incurred by or asserted against U.S. Agent (or any such sub-agent) or U.S. L/C Issuer in its capacity as such, or against any Related Party of

any of the foregoing acting for U.S. Agent (or any such sub-agent) or U.S. L/C Issuer in connection with such capacity. The obligations of U.S. Lenders under this

subsection (c) are subject to the provisions of Section 2.13(d).

(ii) To the extent that Canadian Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section

to be paid by it to Canadian Agent (or any sub-agent thereof), Canadian L/C Issuer or any Related Party of any of the foregoing, each Canadian Lender severally agrees to

pay to Canadian Agent (or any such sub-agent), Canadian L/C Issuer or such Related Party, as the case may be, such Lender's Applicable Percentage (determined as of the

time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim,

damage, liability or related expense, as the case may be, was incurred by or asserted against Canadian Agent (or any such sub-agent) or Canadian L/C Issuer in its capacity as

such, or against any Related Party of any of the foregoing acting for Canadian Agent (or any such sub-agent) or Canadian L/C Issuer in connection with such capacity. The

obligations of Canadian Lenders under this subsection (c) are subject to the provisions of Section 2.13(d).

(d) Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, Borrowers shall not assert, and hereby waive, any claim

against any U.S. Indemnitee or Canadian Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual

damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions

contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in subsection (b) above shall be liable for any

damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information

transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby, other than damages that (x) are

determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, or

(y) result from a claim brought by Borrowers or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee's obligations hereunder or under any

other Loan Document, if Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent

jurisdiction.

(e) Payments. All amounts due under this Section shall be payable not later than ten Business Days after demand therefor.

(f) Survival. The agreements in this Section shall survive the resignation of each Agent and L/C Issuers, the replacement of any Lender, the termination of

the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.

10.05. Payments Set Aside.

(a) To the extent that any payment by or on behalf of U.S. Borrower is made to U.S. Agent, U.S. L/C Issuer or any U.S. Lender, or U.S. Agent, U.S. L/C

Issuer or any U.S. Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be

fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by U.S. Agent, U.S. L/C Issuer or such U.S. Lender in its discretion) to be

repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (i) to the extent of such recovery, the

obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had

not occurred, and (ii) each U.S. Lender and U.S. L/C Issuer severally agrees to pay to U.S. Agent upon demand its applicable share (without duplication) of any amount so

recovered from or repaid by U.S. Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds

Rate from time to time in effect. The obligations of U.S. Lenders and U.S. L/C Issuer under clause (ii) of the preceding sentence shall survive the payment in full of

the Obligations and the termination of this Agreement.

(b) To the extent that any payment by or on behalf of Canadian Borrower is made to Canadian Agent, Canadian L/C Issuer or any Canadian Lender, or

Canadian Agent, Canadian L/C Issuer or any Canadian Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is

subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by Canadian Agent, Canadian L/C

Issuer or such Canadian Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or

otherwise, then (i) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if

such payment had not been made or such setoff had not occurred, and (ii) each Canadian Lender and Canadian L/C Issuer severally agrees to pay to Canadian Agent upon

demand its applicable share (without duplication) of any amount so recovered from or repaid by Canadian Agent, plus interest thereon from the date of such demand to the

date such payment is made at a rate per annum equal to the Canadian Prime Rate from time to time in effect. The obligations of Canadian Lenders and Canadian L/C Issuer

under clause (ii) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.

10.06. Successors and Assigns.

(a) Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their

respective successors and assigns permitted hereby, except that neither Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations

hereunder without the prior written consent of Agents, L/C Issuers and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder

except (i) to an Eligible Assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of

subsection (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section (and any other attempted

assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than

the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly

contemplated hereby, the Related Parties of each of Agents, L/C Issuers and Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this

Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and in U.S. Swing Line

Loans) at the time owing to it); provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Loans at the

time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans

outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment,

determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the applicable Agent or, if "Trade Date" is specified in the

Assignment and Assumption, as of the Trade Date, shall not be less than U.S. $5,000,000 unless each of the applicable Agent and, so long as no Event of Default has

occurred and is continuing, the applicable Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be

made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to the Loans or the Commitment

assigned, except that this clause (ii) shall not apply to rights in respect of U.S. Swing Line Loans; (iii) any assignment of a Commitment must be approved by the applicable

Agent, the applicable L/C Issuer, in the case of the assignment of a U.S. Commitment, the U.S. Swing Line Lender, and, unless an Event of Default has occurred and is

continuing, Borrowers (each such approval referred to in this clause (iii) not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself

a Lender or an Affiliate of a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall

execute and deliver to the applicable Agent an Assignment and Assumption, together with a processing and recordation fee of U.S. $3,500 and the Eligible Assignee, if it shall

not be a Lender, shall deliver to the applicable Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the applicable Agent pursuant to

subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this

Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the

assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in

the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto)

but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 10.04 with respect to facts and circumstances occurring prior to the effective date of such

assignment. Upon request, the applicable Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights

or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in

such rights and obligations in accordance with subsection (d) of this Section. Upon the request of Borrowers, and following the effectiveness of any Assignment, the

assignor Lender will cancel and return to Borrowers any Note held by such assignor Lender.

(c) Register. Canadian Agent shall furnish to U.S. Agent a copy of each Assignment and Assumption with respect to a Canadian Commitment. U.S.

Agent, acting solely for this purpose as an agent of Borrowers, shall maintain at U.S. Agent's Office a copy of each Assignment and Assumption delivered to it and a register

for the recordation of the names and addresses of Lenders, and the Commitments of, and principal amounts of the Loans and L/C Obligations owing to, each Lender pursuant

to the terms hereof from time to time (the "Register"). The entries in the Register shall be conclusive, and Borrowers, Agents and Lenders may treat each Person whose name

is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall

be available for inspection by each of Borrowers, Lenders and L/C Issuers, at any reasonable time and from time to time upon reasonable prior notice.

(d) Participations. Any Lender may at any time, without the consent of, or notice to, Borrowers (except as set forth below) or Agents, sell participations to

any Person (other than a natural person or Borrower or any of Borrowers' Affiliates or Subsidiaries) (each, a "Participant") in all or a portion of such Lender's rights and/or

obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender's participations in L/C Obligations and/or U.S. Swing

Line Loans) owing to it); provided that (i) such Lender's obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the

other parties hereto for the performance of such obligations and (iii) Borrowers, Agents, L/C Issuers and Lenders shall continue to deal solely and directly with such Lender in

connection with such Lender's rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide

that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided

that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification

described in the first proviso to Section 10.01 that affects such Participant. Subject to subsection (e) of this Section, Borrowers agree that each Participant shall be entitled to

the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. To

the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender, provided such Participant agrees to be subject to

Section 2.14 as though it were a Lender. Each Lender agrees to promptly notify Borrowers of any sale of a participation to a Participant, which notice shall include the identity

of the Participant and the principal amount thereof.

(e) Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 than the applicable

Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with

Borrower's prior written consent.

(f) Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including

under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such

pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. No such

assignee or pledgee or other Person acquiring rights under this Agreement from a Canadian Lender pursuant to such security shall be entitled to the benefits of Sections 3.01

or 3.04.

(g) Electronic Execution of Assignments. The words "execution," "signed," "signature," and words of like import in any Assignment and Assumption

shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as

a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including the

Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the

Uniform Electronic Transactions Act.

(h) Deemed Consent of Borrowers. If the consent of a Borrower to an assignment to an Eligible Assignee is required hereunder (including a consent to an

assignment which does not meet the minimum assignment threshold specified in clause (i) of the proviso to the first sentence of Section 10.06(b)), such Borrower shall be

deemed to have given its consent five Business Days after the date notice thereof has been delivered to such Borrower by the assigning Lender (through Agent) unless such

consent is expressly refused by such Borrower prior to such fifth Business Day.

(i) Resignation as L/C Issuer or U.S. Swing Line Lender.

(i ) (a) Notwithstanding anything to the contrary contained herein, if at any time Bank of America assigns all of its U.S. Commitment and U.S.

Loans pursuant to subsection (b) above, Bank of America may, (i) upon 30 days' notice to U.S. Borrower and U.S. Lenders, resign as U.S. L/C Issuer and/or

(ii) upon 30 days' notice to U.S. Borrower, resign as U.S. Swing Line Lender. In the event of any such resignation as U.S. L/C Issuer or U.S. Swing Line Lender,

U.S. Borrower shall be entitled to appoint from among Lenders a successor U.S. L/C Issuer or U.S. Swing Line Lender hereunder; provided, however, that no

failure by U.S. Borrower to appoint any such successor shall affect the resignation of Bank of America as U.S. L/C Issuer or U.S. Swing Line Lender, as the case

may be. If Bank of America resigns as U.S. L/C Issuer, it shall retain all the rights, powers, privileges and duties of U.S. L/C Issuer hereunder with respect to

all U.S. Letters of Credit outstanding as of the effective date of its resignation as U.S. L/C Issuer and all U.S. L/C Obligations with respect thereto (including the

right to require U.S. Lenders to make Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c)). If Bank of

America resigns as U.S. Swing Line Lender, it shall retain all the rights of U.S. Swing Line Lender provided for hereunder with respect to U.S. Swing Line Loans

made by it and outstanding as of the effective date of such resignation, including the right to require U.S. Lenders to make Base Rate Committed Loans or fund

risk participations in outstanding U.S. Swing Line Loans pursuant to Section 2.05(c). Upon the appointment of a successor U.S. L/C Issuer and/or U.S. Swing

Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring U.S. L/C Issuer or U.S.

Swing Line Lender, as the case may be, and (b) the successor U.S. L/C Issuer shall issue letters of credit in substitution for the U.S. Letters of Credit, if any,

outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume the obligations of Bank of America

with respect to such U.S. Letters of Credit.

(ii) (a) Notwithstanding anything to the contrary contained herein, if at any time Bank of America Canada assigns all of its

Canadian Commitment and Canadian Loans pursuant to subsection (b) above, Bank of America Canada may, upon 30 days' notice to Canadian Borrower and

Canadian Lenders, resign s Canadian L/C Issuer. In the event of any such resignation as Canadian L/C Issuer, Canadian Borrower shall be entitled to appoint

from among Canadian Lenders a successor Canadian L/C Issuer hereunder; provided, however, that no failure by Canadian Borrower to appoint any such

successor shall affect the resignation of Bank of America Canada as Canadian L/C Issuer. If Bank of America Canada resigns as Canadian L/C Issuer, it shall

retain all the rights, powers, privileges and duties of Canadian L/C Issuer hereunder with respect to all Canadian Letters of Credit outstanding as of the

effective date of its resignation as Canadian L/C Issuer and all Canadian L/C Obligations with respect thereto (including the right to require Canadian Lenders to

make Canadian Prime Committed Loans or Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). Upon the

appointment of a successor Canadian L/C Issuer, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of

the retiring Canadian L/C Issuer, and (b) the successor Canadian L/C Issuer shall issue letters of credit in substitution for the Canadian Letters of Credit, if any,

outstanding at the time of such succession or make other arrangements satisfactory to Bank of America Canada to effectively assume the obligations of Bank of

America Canada with respect to such Canadian Letters of Credit.

(j) Canadian Lenders. Each Canadian Lender represents and warrants to Canadian Borrower that such Canadian Lender is a resident or deemed resident of

Canada within the meaning of the Income Tax Act (Canada), for purposes of Part XIII of such Act. Each Canadian Lender covenants and agrees with Canadian Borrower that

(i) unless an Event of Default has occurred and is continuing, such Canadian Lender will not assign all or any part of its Canadian Commitment or Canadian Loans to an

assignee, or sell any Participation in its Canadian Commitment or Canadian Loans to any Person, that, in either event, is unable to make the representation and warranty set

forth in the first sentence of this paragraph, and (ii) such Canadian Lender will promptly notify Canadian Borrower if such Canadian Lender at any time becomes unable to

make the representation and warranty set forth in the first sentence of this paragraph.

10.07. Treatment of Certain Information; Confidentiality. Each of Agents, Lenders and L/C Issuers agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates' respective partners, directors, officers, employees, agents, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to either Borrower and its obligations, (g) with the consent of U.S. Borrower or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to Agents, any Lender, L/C Issuers or any of their respective Affiliates on a nonconfidential basis from a source other than Borrowers. For purposes of this Section, "Information" means all information received from Borrowers or any Subsidiary relating to Borrowers or any Subsidiary or any of their respective businesses, other than any such information that is available to Agents, any Lender or L/C Issuers on a nonconfidential basis prior to disclosure by Borrowers or any Subsidiary and other than any such information received from Borrowers or any Subsidiary after the date hereof that is marked "PUBLIC" as provided in Section 6.06. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of Agents, Lenders and L/C Issuers acknowledges that (a) the Information may include material non-public information concerning Borrowers or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including Federal, provincial, territorial and state securities Laws.

10.08. Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, each L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, such L/C Issuer or any such Affiliate to or for the credit or the account of either Borrower or any other Loan Party against any and all of the obligations of Borrowers or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or such L/C Issuer or any such Affiliate, irrespective of whether or not such Lender or such L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of such Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or such L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, such L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such L/C Issuer or their respective Affiliates may have. Each Lender and each L/C Issuer agrees to notify the applicable Borrower and the applicable Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

10.09. Interest Rate Limitations.

(a) Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not

exceed the maximum rate of non-usurious interest permitted by applicable Law (the "Maximum Rate"). If either Agent or any Lender shall receive interest in an amount that

exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the applicable Borrower. In

determining whether the interest contracted for, charged, or received by either Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by

applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects

thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

(b) If any provision of this Agreement or of any of the other Loan Documents would obligate any Canadian Borrower to make any payment of interest or

other amount payable to any Canadian Lender in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by such Canadian Lender of

interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)) then, notwithstanding such provisions, such amount or rate shall be deemed to have

been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by such

Canadian Lender of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) firstly, by reducing the amount or rate of interest required

to be paid to such Lender under Section 2.09, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Canadian Lender

which would constitute "interest" for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments

contemplated thereby, if a Canadian Lender shall have received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), Canadian

Borrower shall be entitled, by notice in writing to such Lender from Canadian Borrower, to obtain reimbursement from such Canadian Lender in an amount equal to such

excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by such Canadian Lender to Canadian Borrower. Any amount or rate of

interest referred to in this Section 10.9 shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over

the term that the applicable Loan or Acceptance remains outstanding on the assumption that any charges, fees or expenses that fall within the meaning of "interest" (as

defined in the Criminal Code (Canada)) shall, if they relate to a specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the

Closing Date to the Maturity Date and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by Canadian Agent shall be

conclusive for the purposes of such determination.

10.10. Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by Agents and when Agents shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement.

10.11. Survival of Representations and Warranties. All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by each Agent and each Lender, regardless of any investigation made by Agents or any Lender or on their behalf and notwithstanding that Agents or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

10.12. Severability. If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

10.13. Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if either Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, if any Lender is a Defaulting Lender or if any other circumstance exists hereunder that gives Borrowers the right to replace a Lender as a party hereto, then Borrowers may, at their sole expense and effort, upon notice to such Lender and U.S. Agent and Canadian Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

(a) Borrowers shall have paid to the applicable Agent the assignment fee specified in Section 10.06(b);

(b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and L/C Advances, accrued interest thereon,

accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent

of such outstanding principal and accrued interest and fees) or Borrowers (in the case of all other amounts);

(c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to

Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; and

(d) such assignment does not conflict with applicable Laws.

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling Borrowers to require such assignment and delegation cease to apply.

10.14. Governing Law; Jurisdiction; Etc.

(a) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF

ILLINOIS.

(b) SUBMISSION TO JURISDICTION. EACH BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY SUBMITS,

FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF ILLINOIS SITTING IN COOK COUNTY AND OF THE

UNITED STATES DISTRICT COURT OF THE NORTHERN DISTRICT OF ILLINOIS, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR

PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY

JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR

PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH ILLINOIS STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH

FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND

MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT

OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT ANY AGENT, ANY LENDER OR ANY L/C ISSUER MAY OTHERWISE HAVE TO BRING

ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST BORROWERS OR ANY OTHER LOAN PARTY OR

ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION

OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF

THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE

OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

(d) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR

NOTICES IN SECTION 10.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER

PERMITTED BY APPLICABLE LAW.

10.15. Waiver of Right to Trial by Jury. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

10.16. USA PATRIOT Act Notice. Each Lender that is subject to the Act (as hereinafter defined) and U.S. Agent (for itself and not on behalf of any Lender) hereby notifies Borrowers that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the "Act"), it is required to obtain, verify and record information that identifies Borrowers, which information includes the name and address of Borrowers and other information that will allow such Lender or such Agent, as applicable, to identify Borrowers in accordance with the Act.

10.17. Time of the Essence. Time is of the essence of the Loan Documents.

Maryland	1-5415	36-0879160
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.

3400 N. Wolf Road, Franklin Park, Illinois	60131
(Address of principal executive offices)	(Zip Code)

Applicable Rate
Pricing Level	Consolidated Debt to Consolidated Total Capitalization Ratio	Commitment Fee	Eurodollar Rate + ________ Acceptance Fee ________ L/C Fee
1	£20%	0.20%	0.875%
2	>20% but £30%	0.25%	1.125%
3	>30% but £40%	0.30%	1.375%
4	>40% but £50%	0.35%	1.750%
5	>50%	0.40%	2.000%

ARTICLE I	DEFINITIONS AND ACCOUNTING TERMS
1.01.	Defined Terms			1
1.02.	Other Interpretive Provisions			1
1.03.	Accounting Terms.			36
	(a)		Generally	36
	(b)		Changes in GAAP	37
1.04.	Rounding			37
1.05.	Times of Day			37
1.06.	Letter of Credit Amounts			37
1.07.	Classification of Loans and Borrowings			37
1.08.	Currencies; Exchange Rates			37
ARTICLE II	THE COMMITMENTS AND CREDIT EXTENSIONS			38
2.01.	Committed Loans.			38
	(a)		U.S. Committed Loans	38
	(b)		Canadian Committed Loans	38
2.02.	Borrowings, Conversions and Continuations of Committed Loans.			39
2.03.	Acceptances.			40
	(a)	Acceptance Commitment		40
	(b)	Terms of Acceptance		41
	(c)	Notice of Drawing and Discount of Acceptances.		41
	(d)	Sale of Acceptances		41
	(e)	Acceptance Obligation		43
	(f)	Supply of Drafts and Power of Attorney		43
	(g)	Exculpation		44
	(h)	Rights of Canadian Lender as to Acceptances		45
	(i)	Acceptance Equivalent Loans		45
	(j)	Terms Applicable to Discount Notes		45
	(k)	Prepayment of Acceptances and Discount Notes		46
	(l)	Depository Bills and Notes Act		46
	(m)	Circumstances Making Acceptances Unavailable		46

2.04.	Letters of Credit.		47
	(a)	The Letter of Credit Commitment.	47
	(b)	Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit.	49
	(c)	Drawings and Reimbursements; Funding of Participations.	52
	(d)	Repayment of Participations.	54
	(e)	Obligations Absolute	55
	(f)	Role of L/C Issuers	55
	(g)	Cash Collateral	56
	(h)	Applicability of ISP and UCP	57
	(i)	L/C Fees	57
	(j)	Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers	57

	(k)	Conflict with Issuer Documents	58
	(l)	Letters of Credit Issued for Subsidiaries	58
2.05.	U.S. Swing Line Loans.		58
	(a)	The U.S. Swing Line	58
	(b)	Borrowing Procedures	59
	(c)	Refinancing of U.S. Swing Line Loans.	59
	(d)	Repayment of Participations.	61
	(e)	Interest for Account of U.S. Swing Line Lender	61
	(f)	Payments Directly to U.S. Swing Line Lender	61
2.06.	Prepayments.		61
2.07.	Termination or Reduction of Commitments		63
2.08.	Repayment of Loans.		63
2.09.	Interest.		63
2.10.	Fees		64
	(a)	Commitment Fee	64
	(b)	Agent's Fees	65
	(c)	Lenders' Upfront Fee	65
	(d)	Acceptance Fees	65
2.11.	Computation of Interest and Fees.		65
2.12.	Evidence of Debt.		66
2.13.	Payments Generally; Agent's Clawback.		66
	(a)	General	66
	(b)	Failure to Satisfy Conditions Precedent	68
	(c)	Obligations of Lenders Several	68
	(d)	Funding Source	69
2.14	Sharing of Payments		69
	(a)	U.S. Lenders	69
	(b)	Canadian Lenders	70

ARTICLE III	TAXES, YIELD PROTECTION AND ILLEGALITY		70
3.01.	Taxes.		70
	(a)	Payments Free of Taxes	70
	(b)	Payment of Other Taxes by Borrowers	71
	(c)	Indemnification by Borrowers	71
	(d)	Evidence of Payments	71
	(e)	Status of U.S. Lenders	71
	(f)	Treatment of Certain Refunds	72
3.02.	Illegality		73
3.03.	Inability to Determine Rates		73
3.04.	Increased Costs.		74
	(a)	Increased Costs Generally	74
	(b)	Capital Requirements	74
	(c)	Certificates for Reimbursement	75
	(d)	Delay in Requests	75
3.05.	Compensation for Losses		75
3.06.	Mitigation Obligations		76
3.07.	Replacement of Lenders		76
3.08.	Survival		76

ARTICLE IV	CONDITIONS PRECEDENT TO CREDIT EXTENSIONS	76
4.01.	Conditions of Initial Credit Extension	76
4.02.	Conditions to all Credit Extensions	78
ARTICLE V	REPRESENTATIONS AND WARRANTIES	79
5.01.	Existence, Qualification and Power	79
5.02.	Authorization; No Contravention	79
5.03.	Governmental Authorization; Other Consents	80
5.04.	Binding Effect	80
5.05.	Financial Statements; No Material Adverse Effect; No Internal Control Event.	80
5.06.	Litigation	81
5.07.	No Default	81
5.08.	Ownership of Property; Liens	81
5.09.	Environmental Compliance	81
5.10.	Insurance	81
5.11.	Taxes	81
5.12.	ERISA Compliance.	82
5.13.	Subsidiaries	82
5.14.	Margin Regulations; Investment Company Act; Public Utility Holding Company Act.	83
5.15.	Disclosure	83
5.16.	Compliance with Laws	83
5.17.	Intellectual Property; Licenses, Etc	83
5.18.	Compliance with Other Senior Debt Documents	84

ARTICLE VI	AFFIRMATIVE COVENANTS		84
6.01.	Corporate Existence		84
6.02.	Insurance		84
6.03.	Taxes, Claims for Labor and Materials		84
6.04.	Maintenance of Properties		85
6.05.	Maintenance of Records		85
6.06.	Financial Information and Reports		85
6.07.	Inspection of Properties and Records.		88
	(a)	Inspection Generally	88
	(b)	Collateral Monitoring and Review	89
6.08.	ERISA.		89
6.09.	Compliance with Laws.		90
6.10.	Maintenance of Most Favored Lender Status		90
6.11.	Subsequent Guarantors.		90
6.12.	Collateral Covenant		91
6.13.	Use of Proceeds		91
6.14.	Security Interests		92
6.15.	Bank Accounts		92
ARTICLE VII	NEGATIVE COVENANTS		92
7.01.	Adjusted Consolidated Net Worth		92
7.02.	Consolidated Debt		93
7.03.	Net Working Capital		93
7.04.	Liens		93

7.05.	Merger or Consolidation		94
7.06.	Sale of Assets		95
7.07.	Disposition of Stock of Subsidiary		95
7.08.	Leases		96
7.09.	Transactions with Affiliates		96
7.10.	Nature of Business		96
ARTICLE VIII	EVENTS OF DEFAULT AND REMEDIES		96
8.01.	Events of Default		96
	(a)	Non-Payment of Interest and Other Amounts	96
	(b)	Non-Payment of Principal	97
	(c)	Cross-Default	97
	(d)	Specific Covenants	97
	(e)	Other Defaults	97
	(f)	Representations and Warranties	97
	(g)	Judgments	97
	(h)	Insolvency	98
	(i)	Guarantor Obligations	98
	(j)	Other Representations and Warranties	99
	(k)	Collateral Documents	99
	(l)	Receivables Purchase Agreement. U.S. Borrower or any Subsidiary shall enter into a Receivables Purchase Agreement; or	99
	(m)	Intercreditor Agreement	99

8.02.	Remedies Upon Event of Default		99
8.03.	Application of Funds.		100
	(a)	U.S. Obligations	100
	(b)	Canadian Obligations	101
8.04.	Notice of Default		102
ARTICLE IX	AGENTS		102
9.01.	Appointment and Authorization of Agents		102
9.02.	Rights as a Lender		103
9.03.	Exculpatory Provisions		103
9.04.	Reliance by Agents		104
9.05.	Delegation of Duties		104
9.06.	Resignation of an Agent		104
9.07.	Non-Reliance on Agent and Other Lenders		105
9.08.	No Other Duties, Etc		105
9.09.	Agents May File Proofs of Claim		105
9.10.	Guaranty Matters		106
9.11.	Collateral Matters.		106
9.12.	Canadian Agent Matters		109
ARTICLE X	MISCELLANEOUS		110
10.01.	Amendments, Etc		110
10.02.	Notices; Effectiveness; Electronic Communications.		112
	(a)	Notices Generally	112
	(b)	Electronic Communications	112
	(c)	The Platform	113

	(d)	Change of Address, Etc	113
	(e)	Reliance by Agents, L/C Issuers and Lenders	114
10.03.	No Waiver; Cumulative Remedies		114
10.04.	Expenses; Indemnity; Damage Waiver.		114
	(a)	Costs and Expenses.	114
	(b)	Indemnification by Borrowers.	115
	(c)	Reimbursement by Lenders.	117
	(d)	Waiver of Consequential Damages, Etc	117
	(e)	Payments	118
	(f)	Survival	118
10.05.	Payments Set Aside.		118
10.06.	Successors and Assigns.		119
	(a)	Successors and Assigns Generally	119
	(b)	Assignments by Lenders	119
	(c)	Register	120
	(d)	Participations	121
	(e)	Limitations upon Participant Rights	121
	(f)	Certain Pledges	121
	(g)	Electronic Execution of Assignments	121
	(h)	Deemed Consent of Borrowers	122
	(i)	Resignation as L/C Issuer or U.S. Swing Line Lender.	122
	(j)	Canadian Lenders	123
10.07.	Treatment of Certain Information; Confidentiality		123
10.08.	Right of Setoff		124
10.09.	Interest Rate Limitations.		125
10.10.	Counterparts; Integration; Effectiveness		126
10.11.	Survival of Representations and Warranties		126

10.12.	Severability		126
10.13.	Replacement of Lenders		126
10.14.	Governing Law; Jurisdiction; Etc.		127
	(a)	GOVERNING LAW	127
	(b)	SUBMISSION TO JURISDICTION	127
	(c)	WAIVER OF VENUE	128
	(d)	SERVICE OF PROCESS	128
10.15.	Waiver of Right to Trial by Jury		128
10.16.	USA PATRIOT Act Notice		128
10.17.	Time of the Essence		128

SCHEDULES
	1.01	Permitted Investments
	2.01	Commitments and Applicable Percentages
	2.04	Existing Letters of Credit
	5.06	Litigation
	5.09	Environmental Matters
	5.13	Subsidiaries and Other Equity Investments
	7.04	Existing Liens
	10.02	Agents' Offices, Certain Addresses for Notices

EXHIBITS
*Form of*
	A	U.S. Committed Loan Notice
	B	Canadian Committed Loan Notice
	C	U.S. Swing Line Loan Notice
	D	Note
	E	Compliance Certificate
	F	Discount Note
	G	Notice of Drawing
	H	Assignment and Assumption
	I	Borrowing Base Certificate