THE REVOLVING LOAN DURING THE PRECEDING MONTH,
MULTIPLIED BY THE UNUSED LINE FEE MARGIN PER ANNUM.
SUCH FEE TO BE CALCULATED
ON THE BASIS OF A THREE HUNDRED SIXTY-FIVE (365) DAY YEAR FOR THE ACTUAL NUMBER
OF DAYS ELAPSED AND TO BE PAYABLE MONTHLY IN ARREARS ON THE FIRST DAY OF EACH
MONTH FOLLOWING THE CLOSING DATE.
(B)
AUDIT FEES.
BORROWER AGREES TO PAY ALL FEES AND EXPENSES OF THE
FIRM OR INDIVIDUAL(S) ENGAGED BY AGENT TO PERFORM AUDITS OF BORROWER'S
OPERATIONS.
NOTWITHSTANDING THE FOREGOING, IF AGENT USES ITS INTERNAL AUDITORS
TO PERFORM ANY SUCH AUDIT, BORROWER AGREES TO PAY TO AGENT, FOR ITS OWN ACCOUNT,
AN AUDIT FEE WITH RESPECT TO EACH SUCH AUDIT EQUAL TO US$800 PER INTERNAL
AUDITOR PER DAY OR ANY PORTION THEREOF, TOGETHER WITH ALL OUT OF POCKET
EXPENSES.
11
(C)
OTHER FEES AND EXPENSES.
BORROWER SHALL PAY TO AGENT, FOR ITS OWN
ACCOUNT, ALL CHARGES FOR RETURNED ITEMS AND ALL OTHER BANK CHARGES INCURRED BY
AGENT, AS WELL AS AGENT'S STANDARD WIRE TRANSFER CHARGES FOR EACH WIRE TRANSFER
MADE UNDER THIS AGREEMENT.
(D)
FEE LETTER.
BORROWER SHALL PAY TO GE CANADA FINANCE, INDIVIDUALLY,
THE FEES SPECIFIED IN THAT CERTAIN LETTER AGREEMENT DATED AS OF AUGUST 9, 2005
AMONG BORROWER, US BORROWER, GE CAPITAL AND GE CANADA FINANCE, IN THE AMOUNTS
AND AT THE TIMES SPECIFIED THEREIN.
2.4
Payments and Prepayments.
(A)
MANNER AND TIME OF PAYMENT.
IN ITS SOLE DISCRETION, AGENT MAY
ELECT TO HONOUR THE AUTOMATIC REQUESTS BY BORROWER FOR REVOLVING ADVANCES FOR
ALL PRINCIPAL, INTEREST, FEES, COMPENSATION AND ANY OTHER AMOUNTS DUE HEREUNDER
OR UNDER ANY OF THE OTHER LOAN DOCUMENTS ON THEIR APPLICABLE DUE DATES PURSUANT
TO SUBSECTION 2.1(C), UP TO THE REVOLVING LOAN COMMITMENT OF ALL LENDERS, AND
THE PROCEEDS OF EACH SUCH REVOLVING ADVANCE, IF MADE, SHALL BE APPLIED AS A
DIRECT PAYMENT OF THE RELEVANT OBLIGATION.
TO THE EXTENT SUCH AMOUNTS EXCEED
THE REVOLVING LOAN COMMITMENT OF ALL LENDERS, OR IF AGENT ELECTS TO BILL
BORROWER FOR ANY AMOUNT DUE HEREUNDER OR UNDER ANY OF THE OTHER LOAN DOCUMENTS,
SUCH AMOUNT SHALL BE IMMEDIATELY DUE AND PAYABLE WITH INTEREST THEREON AS
PROVIDED HEREIN.
ALL PAYMENTS MADE BY BORROWER WITH RESPECT TO THE OBLIGATIONS
SHALL BE MADE IN THE CURRENCY IN WHICH SUCH OBLIGATIONS ARE DENOMINATED AND
WITHOUT DEDUCTION, DEFENSE, SETOFF OR COUNTERCLAIM.
ALL PAYMENTS TO AGENT
HEREUNDER SHALL, UNLESS OTHERWISE DIRECTED BY AGENT, BE MADE TO AGENT'S ACCOUNT
OR IN ACCORDANCE WITH SUBSECTION 4.25, IN EACH CASE IN IMMEDIATELY AVAILABLE
FUNDS.
ALL PAYMENTS REMITTED TO AGENT'S ACCOUNT IN IMMEDIATELY AVAILABLE FUNDS
SHALL BE CREDITED TO THE OBLIGATIONS ON THE BUSINESS DAY RECEIVED; PROVIDED,
THAT, SOLELY FOR THE PURPOSE OF COMPUTING INTEREST, PAYMENTS RECEIVED IN
ACCORDANCE WITH THIS SENTENCE FOR APPLICATION TO THE REVOLVING LOAN SHALL BE
APPLIED TO THE REVOLVING LOAN ONE (1) BUSINESS DAY FOLLOWING AGENT'S RECEIPT
THEREOF IN IMMEDIATELY AVAILABLE FUNDS.
IF AGENT RECEIVES A PAYMENT OR PROCEEDS
OF REALIZATION IN A CURRENCY OTHER THAN THE CURRENCY IN WHICH THE OBLIGATIONS
ARE DENOMINATED, AGENT MAY