OR PRINCIPAL AMOUNT AND TERM OF EACH
BA LOAN TO BE ACCEPTED (AND PURCHASED) OR ADVANCED BY IT.
THE AGGREGATE FACE OR
PRINCIPAL AMOUNT OF BA LOANS TO BE ACCEPTED OR ADVANCED BY A CANADIAN LENDER
SHALL BE DETERMINED BY THE CANADIAN ADMINISTRATIVE AGENT BY REFERENCE TO THAT
CANADIAN LENDER'S APPLICABLE PRO RATA PERCENTAGE OF THE ISSUE OR ADVANCE OF BA
LOANS, EXCEPT THAT THE AGGREGATE FACE AMOUNT OF BANKERS' ACCEPTANCES TO BE
ACCEPTED BY THE APPLICABLE CANADIAN LENDERS SHALL BE INCREASED OR REDUCED BY THE
CANADIAN ADMINISTRATIVE AGENT IN ITS SOLE DISCRETION AS MAY BE NECESSARY TO
ENSURE THAT THE FACE AMOUNT OF THE BANKERS' ACCEPTANCE TO BE ACCEPTED BY EACH
APPLICABLE CANADIAN LENDER WOULD BE C$100,000 OR A WHOLE MULTIPLE THEREOF.
FOR
GREATER CERTAINTY, THE FOREGOING REQUIREMENT FOR A MINIMUM FACE AMOUNT AND A
WHOLE MULTIPLE OF C$100,000 SHALL NOT APPLY TO BA EQUIVALENT LOANS.
(B)
ON THE DATE SPECIFIED IN A NOTICE OF BORROWING ON WHICH A BA LOAN IS TO BE
MADE, THE CANADIAN ADMINISTRATIVE AGENT SHALL ADVISE THE REQUESTING CANADIAN
BORROWER AS TO THE CANADIAN ADMINISTRATIVE AGENT'S DETERMINATION OF THE BA
DISCOUNT RATE FOR THE BA LOANS TO BE PURCHASED OR ADVANCED, AS THE CASE MAY BE.
(C)
THE REQUESTING CANADIAN BORROWER SHALL ISSUE AND EACH CANADIAN LENDER
SHALL ACCEPT AND SUBSEQUENTLY PURCHASE THE BANKERS' ACCEPTANCE ACCEPTED BY IT AT
THE APPLICABLE BA DISCOUNT RATE.
SUBJECT TO CLAUSE (D) BELOW, EACH CANADIAN
LENDER SHALL PROVIDE THE CANADIAN ADMINISTRATIVE AGENT, FOR THE ACCOUNT OF THE
REQUESTING CANADIAN BORROWER, THE BA DISCOUNT PROCEEDS LESS THE ACCEPTANCE FEE
PAYABLE BY SUCH CANADIAN BORROWER WITH RESPECT TO THE BANKERS' ACCEPTANCE.
(D)
IN THE EVENT THE REQUESTING CANADIAN BORROWER REQUESTS A CONTINUATION OF
BA LOANS FOR A FURTHER INTEREST PERIOD, OR REQUESTS CONVERSION FROM CANADIAN
PRIME LOANS INTO BA LOANS IN ACCORDANCE WITH SUBSECTION 6.5, THE CANADIAN
ADMINISTRATIVE AGENT SHALL MAKE ARRANGEMENTS SATISFACTORY TO IT TO ENSURE THE BA
DISCOUNT PROCEEDS FROM THE REPLACEMENT BA LOANS ARE APPLIED TO REPAY THE FACE
AMOUNT OF THE MATURING BA LOANS OR THE PRINCIPAL AMOUNT OF SUCH LOANS TO BE
CONVERTED (THE "MATURING AMOUNT") AND THE REQUESTING CANADIAN BORROWER SHALL
CONCURRENTLY PAY TO THE
59
CANADIAN ADMINISTRATIVE AGENT ANY POSITIVE DIFFERENCE BETWEEN THE MATURING
AMOUNT AND SUCH BA DISCOUNT PROCEEDS.
(E)
EACH CANADIAN LENDER MAY FROM TIME TO TIME HOLD, SELL, REDISCOUNT OR
OTHERWISE DISPOSE OF ANY OR ALL BANKERS' ACCEPTANCES ACCEPTED AND PURCHASED BY
IT.
(F)
IN ORDER TO FACILITATE THE ISSUANCE OF BANKERS' ACCEPTANCES PURSUANT TO
THIS AGREEMENT, EACH CANADIAN BORROWER HEREBY AUTHORIZES EACH OF THE CANADIAN
LENDERS, AND APPOINTS EACH OF THE CANADIAN LENDERS AS SUCH CANADIAN BORROWER'S
ATTORNEY, TO COMPLETE, SIGN AND ENDORSE DRAFTS OR DEPOSITORY BILLS (AS DEFINED
IN THE DEPOSITORY BILLS AND NOTES ACT (CANADA) (EACH SUCH EXECUTED DRAFT OR BILL
BEING HEREIN REFERRED TO AS A "DRAFT") ON ITS BEHALF IN HANDWRITTEN FORM OR BY
FACSIMILE OR MECHANICAL SIGNATURE OR OTHERWISE IN ACCORDANCE WITH THE APPLICABLE
NOTICE OF BORROWING AND, ONCE SO COMPLETED, SIGNED AND