OTHERWISE BE DEEMED BY SUCH LENDER TO BE
DISADVANTAGEOUS TO IT OR CONTRARY TO ITS POLICIES.
4.10
Resignation or Removal of the Canadian Fronting Lender.
(a)
In the event
that the Canadian Fronting Lender shall so elect, the Canadian Fronting Lender
shall resign as Canadian Fronting Lender by giving written notice of its
resignation to the Borrower, the Canadian Borrower and the Administrative Agent,
with such resignation becoming effective on the date which is the earlier of (i)
the date upon which a Lender reasonably acceptable to the Administrative Agent
and the Borrower (on its own behalf and as agent for the Canadian Borrower) is
designated as a substitute Canadian Fronting
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Lender in accordance with the provisions of subsection 4.10(c) and (ii) such
other date upon which such Canadian Fronting Lender, the Borrower and the
Canadian Borrower otherwise agree; provided that such effective date shall in no
event be later than the date which is 60 days following the date upon which such
written notice is delivered to the Borrower.
Any C$ Loans made by the Canadian
Fronting Lender which are outstanding on such effective date shall be due and
payable on such effective date.
(B)
THE BORROWER (ON ITS OWN BEHALF AND AS AGENT FOR THE CANADIAN
BORROWER) AT ANY TIME MAY REQUEST THAT THE CANADIAN FRONTING LENDER CEASE TO BE
DESIGNATED AS SUCH BY GIVING WRITTEN NOTICE OF SUCH REQUEST TO THE
ADMINISTRATIVE AGENT (WHICH NOTICE THE ADMINISTRATIVE AGENT PROMPTLY SHALL
DELIVER TO THE CANADIAN FRONTING LENDER).
IMMEDIATELY UPON RECEIPT OF SUCH
REQUEST, THE CANADIAN FRONTING LENDER SHALL CEASE TO MAKE ANY ADDITIONAL C$
LOANS, AND ALL C$ LOANS THEN MAINTAINED BY THE CANADIAN FRONTING LENDER SHALL BE
DUE AND PAYABLE ON THE DATE REQUESTED BY THE BORROWER (WHICH DATE SHALL BE NOT
EARLIER THAN THE EARLIER OF (I) 60 DAYS FOLLOWING DELIVERY OF SUCH NOTICE AND
(II) SUCH OTHER DATE UPON WHICH THE CANADIAN FRONTING LENDER, THE BORROWER AND
THE CANADIAN BORROWER OTHERWISE AGREE).
FROM AND AFTER THE DATE UPON WHICH ALL
SUCH C$ LOANS ARE REPAID (TOGETHER WITH ACCRUED INTEREST AND OTHER AMOUNTS OWING
TO THE CANADIAN FRONTING LENDER ON ACCOUNT THEREOF), THE CANADIAN FRONTING
LENDER SHALL CEASE TO BE THE "CANADIAN FRONTING LENDER" HEREUNDER.
(C)
IN THE EVENT THAT THE CANADIAN FRONTING LENDER SHALL CEASE TO SERVE
AS SUCH PURSUANT TO SUBSECTION 4.10(A) OR (B), THE BORROWER (ON ITS OWN BEHALF
AND AS AGENT OF THE CANADIAN BORROWER) MAY DESIGNATE ANOTHER LENDER REASONABLY
ACCEPTABLE TO THE ADMINISTRATIVE AGENT TO SERVE AS THE "CANADIAN FRONTING
LENDER"; PROVIDED THAT NO LENDER SHALL BE SO DESIGNATED WITHOUT ITS AGREEMENT
(IN ITS SOLE DISCRETION) TO SERVE IN SUCH CAPACITY HEREUNDER.
UPON ANY SUCH
DESIGNATION AND THE RECEIPT BY THE ADMINISTRATIVE AGENT OF A CANADIAN FRONTING
LENDER JOINDER AGREEMENT, DULY EXECUTED AND DELIVERED BY SUCH DESIGNATED LENDER,
SUCH LENDER SHALL BE DEEMED TO BE THE "CANADIAN FRONTING LENDER" FOR ALL
PURPOSES UNDER THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS.
(D)
DURING ANY PERIOD WHEN NO SUBSTITUTE CANADIAN FRONTING