ACCORDANCE WITH SECTION 2.06(J) AND,
THEN, TO CASH COLLATERALIZE BA DRAWINGS ON THE SAME TERMS AS LC EXPOSURES ARE
CASH COLLATERALIZED UNDER SECTION 2.06(J), AND (B) IN THE CASE OF ANY SUCH FUNDS
RECEIVED ON ACCOUNT OF ANY DEPOSIT ACCOUNT OF A CANADIAN LOAN PARTY, FIRST, TO
PREPAY PROTECTIVE ADVANCES MADE TO THE CANADIAN BORROWER, SECOND, TO PREPAY
SWINGLINE LOANS MADE TO THE CANADIAN BORROWER, THIRD, TO PREPAY REVOLVING LOANS
MADE TO THE CANADIAN BORROWER, FOURTH, TO CASH COLLATERALIZE IN ACCORDANCE WITH
SECTION 2.06(J) OUTSTANDING LC EXPOSURES TO THE EXTENT RELATING TO LETTERS OF
CREDIT ISSUED FOR THE ACCOUNT OF THE CANADIAN BORROWER AND, THEN, TO CASH
COLLATERALIZE BA DRAWINGS ON THE SAME TERMS AS LC EXPOSURES ARE CASH
COLLATERALIZED UNDER SECTION 2.06(J); PROVIDED, THAT UPON THE OCCURRENCE AND
DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, AT THE ADMINISTRATIVE AGENT'S
ELECTION, SUCH FUNDS MAY BE APPLIED AS PROVIDED IN THE COLLATERAL AGREEMENTS.
EACH BORROWER HEREBY DIRECTS THE ADMINISTRATIVE AGENT TO APPLY ITS FUNDS AS SO
SPECIFIED AND AUTHORIZES THE ADMINISTRATIVE AGENT TO DETERMINE THE ORDER OF
APPLICATION OF SUCH FUNDS AS AMONG THE INDIVIDUAL BORROWINGS, LC EXPOSURES AND
BA DRAWINGS OF THE BORROWERS. EACH PREPAYMENT OF A BORROWING SHALL BE APPLIED
RATABLY TO THE LOANS INCLUDED IN THE PREPAID BORROWING.
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SECTION 2.12. PREPAYMENT OF LOANS. (A)
EACH BORROWER SHALL HAVE THE RIGHT AT
ANY TIME AND FROM TIME TO TIME TO PREPAY ANY BORROWING OF SUCH BORROWER IN WHOLE
OR IN PART, SUBJECT TO THE REQUIREMENTS OF THIS SECTION.
(B)
IN THE EVENT AND ON SUCH OCCASION THAT (I) THE SUM OF THE CANADIAN BORROWER
REVOLVING EXPOSURES EXCEEDS THE CANADIAN BORROWER SUBLIMIT, (II) THE SUM OF THE
US BORROWER REVOLVING EXPOSURES EXCEEDS THE US BORROWING BASE OR (III) THE SUM
OF THE REVOLVING EXPOSURES EXCEEDS THE LESSER OF (A) THE SUM OF (X) THE
AGGREGATE BORROWING BASE THEN IN EFFECT AND (Y) THE PROTECTIVE ADVANCE EXPOSURE
THEN OUTSTANDING AND (B) THE AGGREGATE REVOLVING COMMITMENTS THEN IN EFFECT, THE
BORROWERS SHALL PREPAY BORROWINGS OR AMOUNTS OWING IN RESPECT OF OUTSTANDING BA
DRAWINGS HEREUNDER OR, IF NO SUCH BORROWINGS OR BA DRAWINGS ARE OUTSTANDING,
DEPOSIT CASH COLLATERAL IN RESPECT OF THE LC EXPOSURE IN AN ACCOUNT WITH THE
ADMINISTRATIVE AGENT PURSUANT TO SECTION 2.06(J), IN AN AGGREGATE AMOUNT
SUFFICIENT TO ELIMINATE SUCH EXCESS.
(C)
PRIOR TO ANY PREPAYMENT OF BORROWINGS OR AMOUNTS OWING IN RESPECT OF BA
DRAWINGS HEREUNDER, THE APPLICABLE BORROWER SHALL SELECT THE BORROWING OR
BORROWINGS OR THE BA DRAWING OR BA DRAWINGS TO BE PREPAID AND SHALL SPECIFY SUCH
SELECTION IN THE NOTICE OF SUCH PREPAYMENT PURSUANT TO PARAGRAPH (D) OF THIS
SECTION.
(D)
THE APPLICABLE BORROWER SHALL NOTIFY THE ADMINISTRATIVE AGENT (AND, IN THE
CASE OF PREPAYMENT OF A SWINGLINE LOAN, THE SWINGLINE LENDER) BY TELEPHONE
(CONFIRMED BY FACSIMILE) OF ANY PREPAYMENT HEREUNDER (I) IN THE CASE OF
PREPAYMENT OF A EUROCURRENCY BORROWING, NOT LATER THAN 11:00 A.M., NEW YORK CITY
TIME, THREE BUSINESS DAYS BEFORE THE DATE OF PREPAYMENT, (II) IN THE CASE OF