TO IN WRITING BY THE US BORROWER AND THE ADMINISTRATIVE
AGENT OR THE US DUAL CURRENCY RCF AGENT, AS THE CASE MAY BE.
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(D)
THE CANADIAN BORROWER AGREES TO PAY TO THE CANADIAN AGENT THE FEES
IN THE AMOUNTS AND ON THE DATES FROM TIME TO TIME AGREED TO IN WRITING BY THE
CANADIAN BORROWER AND THE CANADIAN AGENT.
2.10
Termination or Reduction of Revolving Credit Commitments. The US
Borrower shall have the right, upon not less than three Business Days' notice to
each Facility Agent, to terminate the Revolving Credit Commitments or, from time
to time, to reduce the aggregate amount of the Revolving Credit Commitments,
with the amount of each reduction pursuant to this Section 2.10 to apply to
reduce, on a pro rata basis (based upon the relative amounts of the US Dollar
RCF Commitments and the Dual Currency RCF Commitments, in each case before
giving effect to such reduction), the US Dollar RCF Commitments and the Dual
Currency RCF Commitments; provided that no such termination or reduction
pursuant to this Section 2.10 shall be permitted if either (x) after giving
effect thereto and to any prepayments of the US Dollar RCF Loans and Swing Line
Loans made on the effective date thereof, the Total US Dollar RCF Extensions of
Credit would exceed the Total US Dollar RCF Commitments or (y) after giving
effect thereto and to any prepayments of the Dual Currency RCF Loans on the
effective date thereof, the Total Dual Currency RCF Extensions of Credit would
exceed the Total Dual Currency RCF Commitments. Any reduction in the Revolving
Credit Commitments pursuant to this Section 2.10 shall be in an amount equal to
$500,000 or a whole multiple thereof, and shall reduce permanently the US Dollar
RCF Commitments or the Dual Currency RCF Commitments, as applicable, then in
effect.
2.11
OPTIONAL PREPAYMENTS. (A)
THE US BORROWER MAY AT ANY TIME AND FROM
TIME TO TIME PREPAY THE US DOLLAR-DENOMINATED FACILITIES LOANS, IN WHOLE OR IN
PART, WITHOUT PREMIUM OR PENALTY (EXCEPT AS OTHERWISE PROVIDED HEREIN), UPON
IRREVOCABLE NOTICE DELIVERED TO THE ADMINISTRATIVE AGENT AT LEAST THREE BUSINESS
DAYS PRIOR THERETO IN THE CASE OF EURODOLLAR LOANS AND AT LEAST ONE BUSINESS DAY
PRIOR THERETO IN THE CASE OF BASE RATE LOANS, WHICH NOTICE SHALL SPECIFY THE
DATE AND AMOUNT OF SUCH PREPAYMENT, WHETHER SUCH PREPAYMENT IS OF INITIAL US
TERM LOANS, INCREMENTAL US TERM LOANS UNDER A GIVEN INCREMENTAL US TERM LOAN
FACILITY, US DOLLAR RCF LOANS OR SWING LINE LOANS, AND WHETHER SUCH PREPAYMENT
IS OF EURODOLLAR LOANS OR BASE RATE LOANS; PROVIDED, THAT (I) IF A EURODOLLAR
LOAN IS PREPAID ON ANY DAY OTHER THAN THE LAST DAY OF THE INTEREST PERIOD
APPLICABLE THERETO, THE US BORROWER SHALL ALSO PAY ANY AMOUNTS OWING PURSUANT TO
SECTION 2.21 AND (II) SAME DAY NOTICE IS REQUIRED FOR THE PREPAYMENT OF SWING
LINE LOANS. UPON RECEIPT OF ANY SUCH NOTICE, THE ADMINISTRATIVE AGENT SHALL
PROMPTLY NOTIFY EACH RELEVANT US DOLLAR-DENOMINATED FACILITY LENDER THEREOF. IF