SOLE AND UNFETTERED
DISCRETION TO THE NEAREST WHOLE MULTIPLE OF C$100,000.
(8)
ACCEPTANCE OF BANKERS' ACCEPTANCES.
EACH DRAFT TO BE ACCEPTED BY A
CANADIAN LENDER SHALL BE ACCEPTED AT SUCH CANADIAN LENDER'S CANADIAN LENDING
OFFICE.
(9)
PURCHASE OF BANKERS' ACCEPTANCES/ADVANCE OF BA EQUIVALENT LOAN.
EACH
CANADIAN LENDER SHALL BE REQUIRED TO PURCHASE (SUBJECT TO THE COMMERCIAL
AVAILABILITY OF A RESALE MARKET IN THE CASE OF BANKERS' ACCEPTANCES WITH A TERM
OF APPROXIMATELY 30, 60, 90 OR 180 DAYS, AS THE CASE MAY BE) FROM THE CANADIAN
BORROWER ON THE BORROWING DATE (CANADA), AT THE APPLICABLE BA DISCOUNT RATE, THE
BANKERS' ACCEPTANCES ACCEPTED BY IT ON SUCH DATE OR TO ADVANCE THE SUBJECT BA
EQUIVALENT LOAN AND TO PROVIDE TO THE CANADIAN ADMINISTRATIVE AGENT THE BA
DISCOUNT PROCEEDS THEREOF NOT LATER THAN 12:00 NOON, TORONTO TIME, ON SUCH
BORROWING DATE (CANADA) FOR THE ACCOUNT OF THE CANADIAN BORROWER.
THE
ACCEPTANCE FEE PAYABLE BY THE CANADIAN BORROWER TO SUCH CANADIAN LENDER UNDER
SUBSECTION 2.3(E) IN RESPECT OF EACH BANKERS' ACCEPTANCE ACCEPTED AND PURCHASED
BY SUCH CANADIAN LENDER FROM THE CANADIAN BORROWER OR EACH BA EQUIVALENT LOAN
MADE BY SUCH CANADIAN LENDER TO THE CANADIAN BORROWER SHALL BE SET OFF AGAINST
9
THE BA DISCOUNT PROCEEDS PAYABLE BY SUCH CANADIAN LENDER UNDER THIS SUBSECTION
2.3(B)(9).
NOT LATER THAN 2:00 P.M., TORONTO TIME, ON SUCH BORROWING DATE
(CANADA), THE CANADIAN ADMINISTRATIVE AGENT SHALL MAKE SUCH BA DISCOUNT PROCEEDS
AVAILABLE TO THE CANADIAN BORROWER BY WIRE TRANSFER OF SUCH FUNDS TO AN ACCOUNT
DESIGNATED BY THE CANADIAN BORROWER WITH THE AGGREGATE OF THE AMOUNTS MADE
AVAILABLE TO THE CANADIAN ADMINISTRATIVE AGENT BY THE CANADIAN LENDERS AND IN
LIKE FUNDS AS RECEIVED BY THE CANADIAN ADMINISTRATIVE AGENT.
(10)
SALE OF BANKERS' ACCEPTANCES.
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)
WAIVER OF PRESENTMENT AND OTHER CONDITIONS.
TO THE EXTENT PERMITTED BY
APPLICABLE LAW, THE CANADIAN BORROWER WAIVES 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 OR BA EQUIVALENT NOTE ISSUED TO IT PURSUANT
TO THIS AGREEMENT WHICH MIGHT EXIST SOLELY BY REASON OF SUCH BANKERS' ACCEPTANCE
OR BA EQUIVALENT NOTE BEING HELD, AT THE MATURITY THEREOF, BY SUCH CANADIAN
LENDER IN ITS OWN RIGHT, AND THE CANADIAN BORROWER AGREES NOT TO CLAIM ANY DAYS
OF GRACE IF SUCH CANADIAN LENDER AS HOLDER SUES THE CANADIAN BORROWER ON THE
BANKERS' ACCEPTANCES OR BA EQUIVALENT NOTES FOR PAYMENT OF THE AMOUNT PAYABLE BY
THE CANADIAN BORROWER THEREUNDER.
(C)
THE CANADIAN BORROWER SHALL REIMBURSE EACH CANADIAN LENDER FOR, AND THERE
SHALL BECOME DUE AND PAYABLE AT 10:00 A.M., TORONTO TIME, ON THE MATURITY DATE
FOR EACH BANKERS' ACCEPTANCE OR BA EQUIVALENT NOTE , AN AMOUNT IN CANADIAN
DOLLARS IN SAME DAY FUNDS EQUAL TO THE FACE AMOUNT OF SUCH BANKERS' ACCEPTANCE
OR BA EQUIVALENT NOTE.
THE CANADIAN BORROWER