THE APPLICABLE BORROWER, THAT (I) NO OUTSTANDING BORROWING
MAY BE CONVERTED TO OR CONTINUED AS A EURODOLLAR BORROWING OR A BANKERS'
ACCEPTANCE AND (II) UNLESS REPAID, EACH EURODOLLAR BORROWING SHALL BE CONVERTED
TO AN ABR BORROWING AND EACH
68
BANKER'S ACCEPTANCE SHALL BE CONVERTED INTO A CANADIAN PRIME RATE LOAN, IN EACH
CASE, AT THE END OF THE INTEREST PERIOD APPLICABLE THERETO.
(D)
EXISTING BORROWINGS.
ANY EXISTING ABR BORROWING OUTSTANDING ON
THE CLOSING DATE SHALL BE DEEMED TO BE REFINANCED ON THE CLOSING DATE WITH A NEW
ABR BORROWING, BEARING INTEREST AS PROVIDED IN THIS AGREEMENT, AND SUCH NEW
BORROWING SHALL BE DEEMED TO BE ADVANCED UNDER THIS AGREEMENT TO REPAY SUCH
EXISTING ABR BORROWINGS.
EACH EXISTING EURODOLLAR REVOLVING BORROWING
OUTSTANDING ON THE CLOSING DATE SHALL REMAIN OUTSTANDING AND IN ALL RESPECTS BE
CONTINUING AFTER THE CLOSING DATE AND SHALL BE DEEMED TO BE A EURODOLLAR
REVOLVING BORROWING HEREUNDER, HAVING THE INTEREST PERIOD THAT COMMENCED ON THE
DATE OF SUCH EXISTING EURODOLLAR REVOLVING BORROWING (EACH SUCH EURODOLLAR
REVOLVING BORROWING BEING A "GRANDFATHERED EURODOLLAR BORROWING" AND EACH SUCH
INTEREST PERIOD BEING A "GRANDFATHERED INTEREST PERIOD").
FROM AND INCLUDING
THE CLOSING DATE UNTIL AND INCLUDING THE LAST DAY OF THE RELEVANT GRANDFATHERED
INTEREST PERIOD, EACH GRANDFATHERED EURODOLLAR REVOLVING BORROWING SHALL BEAR
INTEREST PER ANNUM EQUAL TO THE ADJUSTED LIBOR RATE FOR THE APPLICABLE
GRANDFATHERED INTEREST PERIOD PLUS THE APPLICABLE MARGIN APPLICABLE THERETO
UNDER THE ORIGINAL CREDIT AGREEMENT.
THEREAFTER, THE APPLICABLE BORROWER MAY
MAKE ELECTIONS WITH RESPECT TO THE GRANDFATHERED EURODOLLAR BORROWINGS AS
PROVIDED IN SECTION 2.08, AND ALL SUCH LOANS SHALL BEAR INTEREST AS PROVIDED IN
THIS AGREEMENT.
SECTION 2.09.
[INTENTIONALLY DELETED].
SECTION 2.10.
Optional and Mandatory Prepayments of Loans.
(A)
OPTIONAL PREPAYMENTS.
EACH BORROWER SHALL HAVE THE RIGHT AT ANY
TIME AND FROM TIME TO TIME TO PREPAY ANY BORROWING, IN WHOLE OR IN PART, SUBJECT
TO THE REQUIREMENTS OF THIS SECTION 2.10 AND SUBJECT TO THE PROVISIONS OF
SECTION 9.02(G); PROVIDED THAT EACH PARTIAL PREPAYMENT SHALL BE IN AN AMOUNT
THAT IS AN INTEGRAL MULTIPLE OF $1.0 MILLION (OR, IF APPLICABLE, CAN$100,000)
AND NOT LESS THAN $3.0 MILLION (OR, IF APPLICABLE, CAN$1.0 MILLION) OR, IF LESS,
THE OUTSTANDING PRINCIPAL AMOUNT OF SUCH BORROWING.
(B)
CERTAIN REVOLVING LOAN PREPAYMENTS.
(I)
IN THE EVENT OF THE TERMINATION OF ALL THE REVOLVING COMMITMENTS,
EACH BORROWER SHALL, ON THE DATE OF SUCH TERMINATION, REPAY OR PREPAY ALL ITS
OUTSTANDING REVOLVING BORROWINGS AND ALL OUTSTANDING SWINGLINE LOANS AND REPLACE
ALL OUTSTANDING LETTERS OF CREDIT OR CASH COLLATERALIZE ALL OUTSTANDING LETTERS
OF CREDIT IN ACCORDANCE WITH THE PROCEDURES SET FORTH IN SECTION 2.18(I).
(II)
IN THE EVENT OF ANY PARTIAL REDUCTION OF THE REVOLVING
COMMITMENTS, THEN (X) AT OR PRIOR TO THE EFFECTIVE DATE OF SUCH REDUCTION, THE
ADMINISTRATIVE AGENTS SHALL NOTIFY BORROWERS AND THE REVOLVING LENDERS OF THE
SUM OF THE REVOLVING EXPOSURES AFTER GIVING EFFECT THERETO AND (Y) IF THE SUM OF
THE REVOLVING EXPOSURES WOULD EXCEED THE AGGREGATE AMOUNT OF REVOLVING
COMMITMENTS AFTER GIVING EFFECT TO SUCH REDUCTION, THEN BORROWERS SHALL, ON