SUCH CANADIAN
LENDER UNDER SECTION 2.3(C) IN RESPECT OF SUCH BANKERS' ACCEPTANCE.
(10)
EACH CANADIAN LENDER MAY AT ANY TIME AND FROM TIME TO TIME HOLD,
SELL, REDISCOUNT OR OTHERWISE DISPOSE OF ANY OR ALL BANKERS' ACCEPTANCES
ACCEPTED AND PURCHASED BY IT.
(11)
THE CANADIAN BORROWERS WAIVE PRESENTMENT FOR PAYMENT AND ANY OTHER
DEFENSE TO PAYMENT OF ANY AMOUNTS DUE TO A CANADIAN LENDER IN RESPECT OF A
BANKERS' ACCEPTANCE ACCEPTED BY IT PURSUANT TO THIS AGREEMENT WHICH MIGHT EXIST
SOLELY BY REASON OF SUCH BANKERS' ACCEPTANCE BEING HELD, AT THE MATURITY
THEREOF, BY SUCH CANADIAN LENDER IN ITS OWN RIGHT AND THE CANADIAN BORROWERS
AGREE NOT TO CLAIM ANY DAYS OF GRACE IF SUCH CANADIAN LENDER AS HOLDER SUES THE
CANADIAN BORROWERS ON THE BANKERS' ACCEPTANCES FOR PAYMENT OF THE AMOUNT PAYABLE
BY THE CANADIAN BORROWERS THEREUNDER.
(B)
WITH RESPECT TO EACH BANKERS' ACCEPTANCE, THE APPLICABLE CANADIAN
BORROWER, PRIOR TO THE OCCURRENCE AND CONTINUATION OF A DEFAULT, MAY GIVE
IRREVOCABLE TELEPHONE OR WRITTEN NOTICE (OR SUCH OTHER METHOD OF NOTIFICATION AS
MAY BE AGREED UPON BETWEEN THE CANADIAN AGENT AND THE CANADIAN BORROWERS) TO THE
CANADIAN AGENT AT OR BEFORE 12:00 NOON (CALGARY, ALBERTA TIME) TWO (2) BUSINESS
DAYS PRIOR TO THE MATURITY DATE OF SUCH BANKERS' ACCEPTANCE FOLLOWED BY WRITTEN
CONFIRMATION ELECTRONICALLY TRANSMITTED TO THE CANADIAN AGENT ON THE SAME DAY,
OF SUCH CANADIAN BORROWER'S INTENTION TO ISSUE ONE OR MORE BANKERS' ACCEPTANCE
ON SUCH MATURITY DATE (EACH A "REFUNDING BANKERS' ACCEPTANCE") TO PROVIDE FOR
THE PAYMENT OF SUCH MATURING BANKERS' ACCEPTANCE (IT BEING UNDERSTOOD THAT
PAYMENTS BY THE CANADIAN BORROWERS AND FUNDINGS BY THE CANADIAN LENDERS IN
RESPECT OF EACH MATURING BANKERS' ACCEPTANCE AND EACH RELATED REFUNDING BANKERS'
ACCEPTANCE SHALL BE MADE ON A NET BASIS REFLECTING THE DIFFERENCE BETWEEN THE
FACE AMOUNT OF SUCH MATURING BANKERS' ACCEPTANCE AND THE BA DISCOUNT PROCEEDS
(NET OF THE APPLICABLE ACCEPTANCE FEE) OF SUCH REFUNDING BANKERS' ACCEPTANCE).
ANY FUNDING ON ACCOUNT OF ANY MATURING BANKERS' ACCEPTANCE MUST BE MADE AT OR
BEFORE 12:00 NOON (CALGARY, ALBERTA TIME) ON THE MATURITY DATE OF SUCH BANKERS'
ACCEPTANCE.
IF THE APPLICABLE CANADIAN BORROWER FAILS TO GIVE SUCH NOTICE AND
THE CANADIAN BORROWERS DO NOT OTHERWISE PAY TO THE CANADIAN AGENT ALL BANKERS'
ACCEPTANCE LIABILITIES ON THE MATURITY DATE OF ANY SUCH BANKERS' ACCEPTANCE,
THEN SUBJECT TO SATISFACTION OF THE CONDITIONS IN SECTION 5 HEREOF AND TO THE
MAXIMUM CANADIAN AVAILABLE AMOUNT, THE APPLICABLE CANADIAN BORROWER SHALL BE
IRREVOCABLY DEEMED TO HAVE REQUESTED AND TO HAVE BEEN ADVANCED A CANADIAN PRIME
LOAN IN THE FACE AMOUNT OF SUCH MATURING BANKERS' ACCEPTANCE ON THE MATURITY
DATE OF SUCH BANKERS' ACCEPTANCE FROM THE CANADIAN LENDER WHICH ACCEPTED SUCH
MATURING BANKERS' ACCEPTANCE, WHICH CANADIAN PRIME LOAN SHALL THEREAFTER BEAR
INTEREST AS SUCH IN ACCORDANCE WITH THE PROVISIONS HEREOF UNTIL PAID IN FULL.
(C)
AN ACCEPTANCE FEE SHALL BE PAYABLE BY THE APPLICABLE CANADIAN
BORROWER TO EACH CANADIAN LENDER IN ADVANCE (IN THE MANNER SPECIFIED IN SECTION
2.3(A)(6)) IN RESPECT OF, AND AS A CONDITION PRECEDENT TO THE