CDN. If a vehicle becomes non-operational during shipment, these fees, plus any additional fees required to accomplish delivery will be added to the Customers account and must be paid prior to delivery. Depending on the vehicle’s location, we may not be able to proceed with delivery if the vehicle becomes inoperable.
CDN. Borrower shall execute and deliver to the Cdn. Swing Line Lender a promissory note to evidence the Cdn. Swing Line Loan Commitment. Each note shall be in the principal amount of the Cdn. Swing Line Loan Commitment of the Cdn. Swing Line Lender, dated the Closing Date and substantially in the form of Exhibit 1.1(c)(ii) (each a “Cdn. Swing Line Note” and, collectively, the “Cdn. Swing Line Notes”). Each Cdn. Swing Line Note shall represent the obligation of Cdn. Borrower to pay the amount of the Cdn. Swing Line Loan Commitment or, if less, the aggregate unpaid principal amount of all Cdn. Swing Line Advances made to Cdn. Borrower together with interest thereon as prescribed in Section 1.5. The entire unpaid balance of the Cdn. Swing Line Loan and all other noncontingent Obligations shall be immediately due and payable in full in immediately available funds on the Commitment Termination Date if not sooner paid in full.
CDN. Borrower shall maintain (i) the documentation of the Cdn. Vessels under the laws of Canada and the registration of such Cdn. Vessels at any port in the province of Ontario as Canadian Ships within the meaning of the Canada Shipping Act and (ii) the qualification of the Cdn. Vessels to operate in the Canadian coastwide trade. Cdn. Borrower will maintain all necessary licenses and permits in force at all times, and not do or permit anything to be done which might affect such documentation, registration or qualification (except with respect to the Manitoulin prior to and while the vessel is undergoing the Conversion at the Conversion Shipyard as contemplated by Section 5.15 below). Each of Grand River and Black Creek shall maintain the documentation of the US Vessels that it owns under the laws of the United States of America (and shall ensure that the owner of each US Vessel not owned by it maintains the documentation of such US Vessels under the laws of the United States of America) and shall maintain the qualification of the US Vessels to operate in the US coastwide trade, in each case, except for any failure to comply associated with and only to the extent required during a period of seasonal temporary layup. Grand River and Black Creek will maintain, or will cause the owners of the US Vessels to maintain, all proper licenses and permits in force at all times and not do or permit anything to be done which might affect such documentation, registration or qualification, other than, (x) with respect to any period of seasonal temporary layup and (y) with respect to the Invincible, any failure to comply associated with and only to the extent required during a period of temporary or long-term lay-up. For the avoidance of doubt and not in limitation of the foregoing, during any period of temporary or long-term layup of the Invincible, the Invincible shall not be required to have or maintain a five-year dry-dock survey, and other similar survey or inspection or any certificate of compliance to sail.
CDN. Borrower shall not request a BA Rate Loan so as to require a payment or prepayment of such BA Rate Loan during a BA Period for such; and
CDN. Borrower shall not request a BA Rate Loan so there shall be more than five separate BA Rate Loans in existence at any one time.
CDN. The term “CDN” means dollars in lawful currency of Canada.
CDN. LENDER ----------- TRANSAMERICA COMMERCIAL FINANCE CORPORATION, CANADA By: Transamerica Business Credit Corporation, as Attorney-in-Fact By: /s/ STEVXX X. XXXXXXX ------------------------------------- Stevxx X. Xxxxxxx Executive Vice President AGENT ----- TRANSAMERICA BUSINESS CREDIT CORPORATION By: /s/ STEVXX X. XXXXXXX ------------------------------------- Stevxx X. Xxxxxxx Executive Vice President CDN. AGENT ---------- TRANSAMERICA COMMERCIAL FINANCE CORPORATION, CANADA By: Transamerica Business Credit Corporation, as Attorney-in-Fact By: /s/ STEVXX X. XXXXXXX ------------------------------------- Stevxx X. Xxxxxxx Executive Vice President GRANT PRIDECO, INC. By: /s/ PHILXX X. XXXXXX ------------------------------------- Philxx X. Xxxxxx Vice President GRANT PRIDECO USA, LLC By: /s/ AUTHORIZED SIGNATURE ------------------------------------- Name: Title: XL SYSTEMS INTERNATIONAL, INC. By: /s/ PHILXX X. XXXXXX ------------------------------------- Philxx X. Xxxxxx Vice President TA INDUSTRIES, INC. By: /s/ PHILXX X. XXXXXX ------------------------------------- Philxx X. Xxxxxx Vice President GRANT PRIDECO HOLDING, LLC By: /s/ PHILXX X. XXXXXX ------------------------------------- Philxx X. Xxxxxx Vice President -8- 9 GP EXPATRIATE SERVICES, INC. By: /s/ PHILXX X. XXXXXX ------------------------------------- Name: Philxx X. Xxxxxx Title:
CDN. $ --------- plus:
CDN. $ --------- less: other non-cash items added in the calculation of Consolidated Net Income (other than any such items to the extent it will result in the receipt of cash payments in any future period). Cdn. $ --------- Consolidated EBITDA Cdn. $ --------- Consolidated Cash Interest Expense Consolidated Interest Expense for such period, excluding any interest expense not payable in Cash (such as non-cash amortization and write-off of discount and debt issuance costs.) Cdn. $ --------- Consolidated Cash Interest Expense Cdn. $ --------- Consolidated EBITDA/Consolidated Cash Interest Expense = $_/ Cdn. $_ ---------
CDN which conversion price remains constant regardless of the number of issued and outstanding common shares at the time of conversion.
