ACCEPTING TRANCHE C LENDERS, AND (II) THE AGGREGATE AMOUNT OF
THE PORTION OF THE TRANCHE C PREPAYMENT AMOUNT NOT ACCEPTED BY THE TRANCHE C
LENDERS, AND THE ADMINISTRATIVE AGENT SHALL APPLY SUCH AMOUNT
46
ON BEHALF OF THE BORROWER PRO RATA AGAINST THE REMAINING INSTALLMENTS OF
PRINCIPAL DUE IN RESPECT OF THE TRANCHE A TERM LOANS.
(F)
THE CANADIAN BORROWER MAY, SUBJECT TO SUBSECTION 5.12, AT ANY
TIME AND FROM TIME TO TIME, PREPAY THE C$ LOANS IN WHOLE OR IN PART, WITHOUT
PREMIUM OR PENALTY, PROVIDED THAT THE CANADIAN BORROWER SHALL GIVE THE CANADIAN
FRONTING LENDER AT LEAST ONE BUSINESS DAYS' (CANADA) IRREVOCABLE NOTICE OF EACH
SUCH PAYMENT IN THE CASE OF C$ PRIME LOANS, AND THREE BUSINESS DAYS IRREVOCABLE
NOTICE OF EACH SUCH PREPAYMENT IN THE CASE OF BANKERS' ACCEPTANCES, SPECIFYING
(I) THE DATE AND AMOUNT OF SUCH PREPAYMENT AND (II) WHETHER THE AMOUNTS PREPAID
ARE ON ACCOUNT OF C$ PRIME LOANS OR BANKERS' ACCEPTANCES.
IF SUCH NOTICE IS
GIVEN, THE AMOUNT SPECIFIED IN SUCH NOTICE SHALL BE DUE AND PAYABLE ON THE DATE
SPECIFIED THEREIN.
PARTIAL PREPAYMENTS SHALL BE IN AN AGGREGATE PRINCIPAL
AMOUNT OF C$1,000,000 OR A WHOLE MULTIPLE OF C$500,000 IN EXCESS THEREOF WITH
RESPECT TO BANKERS' ACCEPTANCES, AND C$500,000 OR A WHOLE MULTIPLE OF C$100,000
IN EXCESS THERE OF IN THE CASE OF C$ PRIME LOANS.
(G)
IF, AT ANY TIME, THE BORROWER SHALL CEASE TO OWN 100% OF THE CAPITAL
STOCK OF THE CANADIAN BORROWER, ALL C$ LOANS OUTSTANDING AT SUCH TIME SHALL
BECOME IMMEDIATELY DUE AND PAYABLE IN FULL BY THE CANADIAN BORROWER, AND THE
RIGHT OF THE CANADIAN BORROWER TO BORROW C$ LOANS HEREUNDER SHALL BE IMMEDIATELY
TERMINATED.
(H)
(I) IF, AT ANY TIME AND FROM TIME TO TIME, THE EQUIVALENT IN DOLLARS
OF 105% OF THE AGGREGATE OUTSTANDING PRINCIPAL AMOUNT OF THE C$ LOANS AT SUCH
TIME EXCEEDS $20,000,000, THE CANADIAN BORROWER SHALL, WITHIN THREE BUSINESS
DAYS (CANADA), REPAY THE C$ LOANS TO THE CANADIAN FRONTING LENDER BY THE AMOUNT
EQUAL TO SUCH EXCESS AND (II) IF, AT ANY TIME AND FROM TIME TO TIME, THE SUM OF
(A) THE EQUIVALENT IN DOLLARS OF 105% OF THE AGGREGATE AMOUNT OF THE C$ LOANS
OUTSTANDING AT SUCH TIME PLUS (B) THE AGGREGATE PRINCIPAL AMOUNT OF THE SUM OF
(1) REVOLVING CREDIT LOANS (OTHER THAN C$ PRIME LOANS) THEN OUTSTANDING, (2)
SWING LINE LOANS THEN OUTSTANDING, (3) AMOUNTS AVAILABLE TO BE DRAWN UNDER ALL
OUTSTANDING LETTERS OF CREDIT AT SUCH TIME AND (4) L/C OBLIGATIONS THEN
OUTSTANDING EXCEEDS THE AGGREGATE PRINCIPAL AMOUNT OF THE REVOLVING CREDIT
COMMITMENT THEN IN EFFECT, THE BORROWER (OR THE CANADIAN BORROWER) SHALL REPAY
THE LOANS (OR THE C$ LOANS) TO THE ADMINISTRATIVE AGENT (OR THE CANADIAN
FRONTING LENDER, AS APPLICABLE) BY THE AMOUNT OF SUCH EXCESS.
5.5
Interest Rates and Payment Dates.
(a)
Eurodollar Loans shall bear
interest for each day during each Interest Period applicable thereto, commencing
on (and including) the first day of such Interest Period to, but excluding, the
last day of such