($500,000)
IN EXCESS THEREOF, IN THE CASE OF CANADIAN BASE RATE LOANS DENOMINATED IN
DOLLARS, OR THE AMOUNT OF THE CANADIAN LETTER OF CREDIT (WHICH SHALL BE IN A
MINIMUM AMOUNT OF ONE HUNDRED THOUSAND CANADIAN DOLLARS (C$100,000)), AS
APPLICABLE;
(B)
THE REQUESTED CANADIAN BORROWING DATE OR ISSUANCE DATE, AS
APPLICABLE, WHICH SHALL BE A BUSINESS DAY;
(C)
WHETHER THE CANADIAN BORROWING IS TO BE COMPRISED OF EURODOLLAR
RATE LOANS OR CANADIAN BASE RATE LOANS; AND
(D)
WITH RESPECT TO EURODOLLAR RATE LOANS, THE DURATION OF THE INTEREST
PERIOD APPLICABLE TO SUCH LOANS INCLUDED IN SUCH NOTICE.
IF THE NOTICE OF
CANADIAN BORROWING SHALL FAIL TO SPECIFY THE DURATION OF THE INTEREST PERIOD FOR
ANY CANADIAN BORROWING COMPRISED OF EURODOLLAR RATE LOANS, SUCH INTEREST PERIOD
SHALL BE THREE MONTHS.
provided, however, that (i) with respect to the Canadian Borrowing to be made on
the Closing Date (if any), the Notice of Canadian Borrowing shall be delivered
to BOA Canada not later than 10:00 a.m. (Toronto time) on the Closing Date and
such Canadian Borrowing will consist of Canadian Base Rate Loans only; and
(ii) in the event the Canadian Lenders reimburse the Canadian Issuer pursuant to
subsection 2.15(b)(ii), the Canadian Company shall be deemed to have timely
requested a Canadian Borrowing comprised of Canadian Base Rate Loans in the
amount of such reimbursement.
(B)
UPON RECEIPT OF THE NOTICE OF CANADIAN BORROWING, BOA CANADA WILL
PROMPTLY NOTIFY EACH CANADIAN LENDER THEREOF AND OF THE AMOUNT OF SUCH CANADIAN
LENDER'S COMMITMENT PERCENTAGE OF SUCH CANADIAN BORROWING OR PARTICIPATION IN
CANADIAN LETTERS OF CREDIT.
(C)
EACH CANADIAN LENDER WILL MAKE THE AMOUNT OF ITS COMMITMENT
PERCENTAGE OF THE CANADIAN BORROWING AVAILABLE TO BOA CANADA FOR THE ACCOUNT OF
THE CANADIAN COMPANY AT THE BOA CANADA'S PAYMENT OFFICE BY 12:00
NOON (TORONTO
TIME) ON THE CANADIAN BORROWING DATE REQUESTED BY THE CANADIAN COMPANY IN FUNDS
IMMEDIATELY AVAILABLE TO BOA CANADA.
THE PROCEEDS OF ALL SUCH LOANS WILL THEN
BE MADE AVAILABLE TO THE CANADIAN COMPANY BY BOA CANADA, AT THE OPTION OF THE
COMPANY, EITHER (I) AT BOA CANADA'S PAYMENT OFFICE BY CREDITING THE OPERATING
ACCOUNT OF THE CANADIAN COMPANY ON THE BOOKS OF BOA
37
Canada, or (ii) by wire transfer in accordance with written instructions
provided to BOA Canada by the Canadian Company, in each case with the aggregate
of the amounts made available to BOA Canada by the Canadian Lenders and in like
funds as received by BOA Canada.
(D)
DURING THE EXISTENCE OF A DEFAULT OR AN EVENT OF DEFAULT, THE
CANADIAN COMPANY MAY NOT ELECT TO HAVE A LOAN BE MADE AS, OR CONVERTED INTO OR
CONTINUED AS, A EURODOLLAR RATE LOAN.
(E)
AFTER GIVING EFFECT TO ANY CANADIAN BORROWING, THERE SHALL NOT BE
MORE THAN FOUR DIFFERENT INTEREST PERIODS IN EFFECT WITH RESPECT TO ALL CANADIAN
LOANS.
(F)
EACH CANADIAN LETTER OF CREDIT SHALL BE IN FORM AND SUBSTANCE
ACCEPTABLE TO BOA CANADA AND THE CANADIAN ISSUER AND SHALL BY ITS TERMS BE
STATED TO EXPIRE