TO CLAUSE (Z) OF THE FIRST SENTENCE OF THIS
SECTION 2.7(C); AND
(VI)
SUCH OTHER INSTRUCTIONS AS THE ADMINISTRATIVE AGENT MAY REQUIRE.
IF NO ELECTION IS MADE AS TO THE TYPE OF LOAN, SUCH NOTICE SHALL BE DEEMED A
REQUEST FOR BORROWING OF ABR LOANS.
IF THE BORROWING IS A REQUEST FOR A
EURODOLLAR LOAN AND NO ELECTION IS
57
MADE AS TO THE INTEREST PERIOD, SUCH NOTICE SHALL BE DEEMED TO HAVE REQUESTED AN
INTEREST PERIOD OF ONE MONTH'S DURATION.
THE ADMINISTRATIVE AGENT SHALL
PROMPTLY NOTIFY EACH U.S. TERM LOAN LENDER OF ITS APPLICABLE PERCENTAGE OF SUCH
BORROWING, THE TYPE OF BORROWING BEING REQUESTED AND THE INTEREST PERIOD OR
INTEREST PERIODS APPLICABLE THERETO, AS APPROPRIATE.
ON THE CLOSING DATE, EACH
U.S. TERM LOAN LENDER SHALL MAKE ITS SHARE OF THE U.S. TERM LOANS AVAILABLE TO
THE ADMINISTRATIVE AGENT AT ITS OFFICE MOST RECENTLY DESIGNATED FOR SUCH PURPOSE
IN A NOTICE TO THE LENDERS, NO LATER THAN 12:00 NOON, NEW YORK CITY TIME, IN
IMMEDIATELY AVAILABLE FUNDS.
UPON RECEIPT OF THE FUNDS MADE AVAILABLE BY THE
U.S. TERM LOAN LENDERS TO FUND THE U.S. TERM LOANS HEREUNDER, THE ADMINISTRATIVE
AGENT SHALL DISBURSE SUCH FUNDS IN THE MANNER SPECIFIED IN THE NOTICE OF
BORROWING DELIVERED BY THE U.S. BORROWER.
AFTER THE CLOSING DATE, ONE
(1) BUSINESS DAY AFTER THE ADMINISTRATIVE AGENT'S RECEIPT OF (I) A BORROWING
BASE CERTIFICATE DEMONSTRATING TO THE ADMINISTRATIVE AGENT'S SATISFACTION THAT
THE THEN U.S. BORROWING BASE EXCEEDS THE AMOUNT OF THE TOTAL U.S. OUTSTANDINGS,
(II) SUCH WRITTEN DISBURSEMENT INSTRUCTIONS AS THE ADMINISTRATIVE AGENT MAY
REQUIRE AND (III) A CERTIFICATION FROM A FINANCIAL OFFICER OF THE U.S. BORROWER
THAT NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, THE
ADMINISTRATIVE AGENT SHALL DISBURSE AN AMOUNT NOT TO EXCEED THE AMOUNT BY WHICH
THE U.S. BORROWING BASE EXCEEDS THE TOTAL U.S. OUTSTANDINGS FROM THE U.S. TERM
LOAN COLLATERAL ACCOUNT (INCLUDING AMOUNTS DEPOSITED THEREIN PURSUANT TO THIS
PARAGRAPH (C) OR SECTION 2.14(A)) TO THE U.S. INVESTMENT ACCOUNT.
UPON THE
ADMINISTRATIVE AGENT'S RECEIPT FROM THE U.S. BORROWER OF SUCH WRITTEN
DISBURSEMENT INSTRUCTIONS AS THE ADMINISTRATIVE AGENT MAY REQUIRE, THE
ADMINISTRATIVE AGENT SHALL PERMIT THE U.S. BORROWER TO WITHDRAW FROM THE U.S.
INVESTMENT ACCOUNT SUCH AMOUNT AS THE U.S. BORROWER SHALL REQUEST.
IF, AS OF
THE END OF THE THIRD (3RD) BUSINESS DAY FOLLOWING ANY SUCH WITHDRAWAL, THE
AVAILABLE CASH (EXCLUDING AMOUNTS ON DEPOSIT IN THE INVESTMENT ACCOUNTS) SHALL
EXCEED US$50,000,000, THE U.S. BORROWER SHALL MAKE A DEPOSIT TO THE U.S.
INVESTMENT ACCOUNT ON THE FOLLOWING BUSINESS DAY IN AN AMOUNT WHICH, WHEN
AGGREGATED WITH THE AMOUNT DEPOSITED IN THE CANADIAN INVESTMENT ACCOUNT ON SUCH
DAY, SHALL BE EQUAL TO SUCH EXCESS. THE U.S. INVESTMENT ACCOUNT SHALL BE CLOSED
AND THE CASH DEPOSITED THEREIN SHALL BE DISBURSED TO THE U.S. BORROWER ON THE
EARLIER OF (X) THE RECEIVABLES SECURITIZATION TERMINATION DATE AND (Y) SIXTY
(60) DAYS AFTER THE CLOSING DATE.
(D)
THE CANADIAN BORROWER SHALL BORROW THE ENTIRE PRINCIPAL AMOUNT OF
THE CANADIAN TERM LOANS ON THE CLOSING DATE