ANY
LENDER OR EITHER ADMINISTRATIVE AGENT TO MAINTAIN SUCH ACCOUNTS OR ANY ERROR
THEREIN SHALL NOT IN ANY MANNER AFFECT THE OBLIGATION OF EITHER BORROWER TO
REPAY THE LOANS IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.
(H)
ANY US LENDER OR CANADIAN LENDER, AS APPLICABLE, MAY REQUEST THAT
LOANS MADE BY IT BE EVIDENCED BY A PROMISSORY NOTE. IN SUCH EVENT, THE RELEVANT
BORROWER SHALL PREPARE, EXECUTE AND DELIVER TO SUCH LENDER A PROMISSORY NOTE
PAYABLE TO THE ORDER OF SUCH LENDER (OR, IF REQUESTED BY SUCH LENDER, TO SUCH
LENDER AND ITS REGISTERED ASSIGNS) AND IN A FORM APPROVED BY THE US
ADMINISTRATIVE AGENT OR THE CANADIAN ADMINISTRATIVE AGENT, AS APPLICABLE.
THEREAFTER, THE LOANS EVIDENCED BY SUCH PROMISSORY NOTE AND INTEREST THEREON
SHALL AT ALL TIMES (INCLUDING AFTER ASSIGNMENT PURSUANT TO SECTION 9.04) BE
REPRESENTED BY ONE OR MORE PROMISSORY NOTES IN SUCH FORM PAYABLE TO THE ORDER OF
THE PAYEE NAMED THEREIN (OR, IF SUCH PROMISSORY NOTE IS A REGISTERED NOTE, TO
SUCH PAYEE AND ITS REGISTERED ASSIGNS).
SECTION 2.12
Prepayment of Loans. (a)
The US Borrower and the Canadian
Borrower shall have the right at any time and from time to time to prepay any
Borrowing in whole or in part, subject to prior notice in accordance with
paragraph (e) of this Section.
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(B)
IN THE EVENT AND ON SUCH OCCASION THAT (I) THE AGGREGATE US CREDIT
EXPOSURES EXCEEDS THE AGGREGATE US COMMITMENTS, (II) THE AGGREGATE CANADIAN
CREDIT EXPOSURES EXCEED THE AGGREGATE CANADIAN COMMITMENTS OR (III) THE
AGGREGATE CREDIT EXPOSURES EXCEED THE LESSER OF (A) THE AGGREGATE COMMITMENTS OR
(B) THE BORROWING BASE, THE US BORROWER AND/OR THE CANADIAN BORROWER, AS
APPLICABLE, SHALL PREPAY AND/OR CASH COLLATERALIZE THE REVOLVING LOANS, LC
EXPOSURE, ACCEPTANCE EXPOSURE AND/OR SWINGLINE LOANS AS SET FORTH IN
SECTION 2.12(D) IN AN AGGREGATE AMOUNT EQUAL TO SUCH EXCESS.
(C)
IF AN EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING, ANY
NET PROCEEDS THAT ARE RECEIVED BY OR ON BEHALF OF ANY LOAN PARTY IN RESPECT OF
ANY PREPAYMENT EVENT SHALL, IMMEDIATELY AFTER SUCH NET PROCEEDS ARE RECEIVED BY
SUCH LOAN PARTY, BE USED BY THE US BORROWER AND/OR THE CANADIAN BORROWER TO
PREPAY AND/OR CASH COLLATERALIZE THE OBLIGATIONS AS SET FORTH IN
SECTION 2.12(D) BELOW IN AN AGGREGATE AMOUNT EQUAL TO 100% OF SUCH NET PROCEEDS;
PROVIDED THAT (I) TO THE EXTENT ANY SUCH NET PROCEEDS CONSTITUTE NOTE PRIORITY
COLLATERAL, SUCH NET PROCEEDS SHALL BE SEGREGATED IN A SEPARATE ACCOUNT OF THE
RELEVANT LOAN PARTY IN ACCORDANCE WITH THE SENIOR SECURED NOTES INDENTURE UNTIL
SUCH TIME AS SUCH NET PROCEEDS (X) HAVE BEEN REINVESTED IN ASSETS CONSTITUTING
NOTE PRIORITY COLLATERAL OR (Y) ARE NO LONGER REQUIRED TO BE SO SEGREGATED, IN
EACH CASE PURSUANT TO THE TERMS OF THE SENIOR SECURED NOTES INDENTURE; AND
PROVIDED, FURTHER, THAT ANY NET PROCEEDS WHICH HAVE NOT BEEN REINVESTED AND NO
LONGER CONSTITUTE NOTE PRIORITY COLLATERAL SHALL, SUBJECT TO THE INTERCREDITOR
AGREEMENT, BE USED TO PREPAY AND/OR CASH COLLATERALIZE THE OBLIGATIONS AS SET
FORTH