DEPOSITORY BILLS AND DEPOSITORY NOTES SO ISSUED SHALL BE GOVERNED
BY THE DEPOSITORY BILLS AND NOTES ACT (CANADA) AND THE PROVISIONS OF THIS
SECTION 2.04.
(M)
ACCEPTANCE FEE.
THE CANADIAN BORROWER AGREES TO PAY TO EACH
CANADIAN LENDER A FEE (THE "ACCEPTANCE FEE") IN ADVANCE AND IN CANADIAN DOLLARS,
AT A RATE PER ANNUM EQUAL TO THE APPLICABLE RATE, ON THE DATE OF ACCEPTANCE OF
EACH ACCEPTANCE. ALL ACCEPTANCE FEES SHALL BE CALCULATED ON THE FACE AMOUNT OF
THE ACCEPTANCE ISSUED AND COMPUTED ON THE BASIS OF THE ACTUAL NUMBER OF DAYS IN
THE TERM THEREOF AND A YEAR OF 365 DAYS. THE ACCEPTANCE FEE SHALL BE IN ADDITION
TO ANY OTHER FEES PAYABLE TO EACH CANADIAN LENDER IN CONNECTION WITH THE
ISSUANCE OR DISCOUNTING OF SUCH ACCEPTANCE. THE DISCOUNT RATE FOR ACCEPTANCE
FEES SHALL BE CALCULATED UNDER TERMS CUSTOMARY TO THE PRACTICE OF THE CANADIAN
LENDERS AND SHALL BE BASED UPON A YEAR OF 365 DAYS AND THE TERM OF SUCH
ACCEPTANCE.
39
(N)
DISCOUNT RATE CANNOT BE ESTABLISHED; MARKET FOR BANKERS'
ACCEPTANCES NO LONGER EXISTS.
IF THE CANADIAN ADMINISTRATIVE AGENT DETERMINES
IN GOOD FAITH, WHICH DETERMINATION SHALL BE FINAL, CONCLUSIVE AND BINDING UPON
THE CANADIAN BORROWER, AND NOTIFIES THE CANADIAN BORROWER THAT, BY REASON OF
CIRCUMSTANCES OR CHANGES AFFECTING THE MARKET FOR BANKERS' ACCEPTANCES IN CANADA
IT IS NO LONGER POSSIBLE TO ESTABLISH THE DISCOUNT RATE OR THAT THE MARKET FOR
BANKERS' ACCEPTANCES
IN CANADA NO LONGER EXISTS, IS TOO WEAK FOR ITS NORMAL USE
BY THE LENDERS OR IS NOT CAPABLE, IN THE NORMAL COURSE OF BUSINESS, TO ABSORB
THE ACCEPTANCES PROPOSED TO BE ACCEPTED BY THE LENDERS ON ANY DATE PURSUANT TO
THIS AGREEMENT, THEN, (I) THE RIGHT OF THE CANADIAN BORROWER TO REQUEST AN
ACCEPTANCE LOAN OR AN ACCEPTANCE EQUIVALENT LOAN SHALL BE SUSPENDED UNTIL THE
CANADIAN ADMINISTRATIVE AGENT DETERMINES THAT SUCH CIRCUMSTANCES NO LONGER EXIST
AND THE CANADIAN ADMINISTRATIVE AGENT SO NOTIFIES THE CANADIAN BORROWER; AND
(II) ANY CANADIAN NOTICE OF DRAWING FOR ANY ACCEPTANCE OR DISCOUNT NOTE WHICH IS
OUTSTANDING SHALL BE DEEMED TO CONSTITUTE A REQUEST FOR A LOAN BY WAY OF A
CANADIAN PRIME RATE LOAN.
(O)
NOTIFICATION OF SUSPENSION OF THE CANADIAN BORROWER'S RIGHT TO
REQUEST ACCEPTANCES OR DISCOUNT NOTES.
THE CANADIAN ADMINISTRATIVE AGENT SHALL
PROMPTLY NOTIFY THE CANADIAN BORROWER OF THE SUSPENSION OF THE CANADIAN
BORROWER'S RIGHT TO REQUEST ACCEPTANCES OR DISCOUNT NOTE LOANS AND OF THE
TERMINATION OF ANY SUCH SUSPENSION.
(P)
DEFAULT OR EVENT OF DEFAULT.
IF AN EVENT OF DEFAULT SHALL OCCUR
AND BE CONTINUING, ON THE CANADIAN BUSINESS DAY THAT THE CANADIAN BORROWER
RECEIVES NOTICE FROM THE CANADIAN ADMINISTRATIVE AGENT OR THE REQUIRED CANADIAN
LENDERS DEMANDING THE DEPOSIT OF CASH COLLATERAL PURSUANT TO THIS PARAGRAPH,
NOTWITHSTANDING THE DATE OF MATURITY OF ANY OUTSTANDING ACCEPTANCES, THE
CANADIAN BORROWER SHALL DEPOSIT IN AN ACCOUNT WITH THE CANADIAN ADMINISTRATIVE
AGENT, IN THE NAME OF THE CANADIAN ADMINISTRATIVE AGENT AND FOR THE BENEFIT OF
THE CANADIAN LENDERS (THE "ACCEPTANCE COLLATERAL ACCOUNT"), AN AMOUNT IN CASH
EQUAL TO 105%