BORROWER.
(F)
ISSUANCE. THE CANADIAN AGENT, PROMPTLY FOLLOWING RECEIPT OF A
BORROWING NOTICE FOR A BA LOAN OR A BA EQUIVALENT LOAN UNDER A GIVEN CANADIAN
BORROWER FACILITY, SHALL ADVISE THE RELEVANT CANADIAN LENDERS OF THE NOTICE AND
SHALL ADVISE EACH SUCH CANADIAN LENDER OF THE FACE AMOUNT OF BANKERS'
ACCEPTANCES TO BE ACCEPTED BY IT AND THE APPLICABLE INTEREST PERIOD (WHICH SHALL
BE IDENTICAL FOR ALL CANADIAN LENDERS IN RESPECT OF SUCH BA LOAN OR BA
EQUIVALENT LOAN). THE AGGREGATE FACE AMOUNT OF BANKERS' ACCEPTANCES TO BE
ACCEPTED BY A CANADIAN LENDER SHALL BE DETERMINED BY THE CANADIAN AGENT BY
REFERENCE TO THAT CANADIAN LENDER'S DUAL CURRENCY RCF PERCENTAGE OR CANADIAN
TERM LOAN PERCENTAGE, AS THE CASE MAY BE, OF SUCH BA LOAN OR BA EQUIVALENT LOAN,
EXCEPT THAT, IF THE FACE AMOUNT OF A BANKERS' ACCEPTANCE IN RESPECT OF A
CANADIAN BORROWER DUAL CURRENCY RCF LOAN WHICH WOULD OTHERWISE BE ACCEPTED BY A
CANADIAN LENDER WOULD NOT BE CDN$100,000 OR A WHOLE MULTIPLE THEREOF, THE FACE
AMOUNT SHALL BE INCREASED OR REDUCED BY THE CANADIAN AGENT IN ITS SOLE
DISCRETION TO CDN$100,000, OR THE NEAREST WHOLE MULTIPLE OF THAT AMOUNT, AS
APPROPRIATE; PROVIDED THAT AFTER SUCH ISSUANCE, THE DUAL CURRENCY RCF EXTENSIONS
OF CREDIT MAY NOT EXCEED THE TOTAL DUAL CURRENCY RCF COMMITMENTS.
(G)
WAIVER OF PRESENTMENT AND OTHER CONDITIONS. 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 AND
PURCHASED BY IT PURSUANT TO THIS AGREEMENT WHICH MIGHT EXIST SOLELY BY REASON OF
THE BANKERS' ACCEPTANCE BEING HELD, AT THE MATURITY THEREOF, BY THE 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' ACCEPTANCE FOR PAYMENT OF THE AMOUNT PAYABLE BY THE CANADIAN BORROWER
THEREUNDER.
(H)
BA EQUIVALENT LOANS BY NON-BA LENDERS. WHENEVER THE CANADIAN
BORROWER REQUESTS A CANADIAN BORROWER LOAN UNDER A GIVEN CANADIAN BORROWER
FACILITY BY WAY OF BANKERS' ACCEPTANCES, EACH APPLICABLE NON-BA LENDER SHALL, IN
LIEU OF ACCEPTING A BANKERS' ACCEPTANCE, MAKE A BA EQUIVALENT LOAN UNDER SUCH
CANADIAN BORROWER FACILITY IN AN AMOUNT EQUAL TO THE NON-BA LENDER'S DUAL
CURRENCY RCF PERCENTAGE OR CANADIAN TERM LOAN PERCENTAGE, AS THE CASE MAY BE, OF
SUCH CANADIAN BORROWER LOAN.
(I)
TERMS APPLICABLE TO DISCOUNT NOTES. AS SET OUT IN THE DEFINITION
OF BANKERS' ACCEPTANCES, THAT TERM INCLUDES DISCOUNT NOTES AND ALL TERMS OF THIS
AGREEMENT APPLICABLE TO ALL BA LOANS SHALL APPLY EQUALLY TO DISCOUNT NOTES
EVIDENCING BA EQUIVALENT LOANS WITH SUCH CHANGES AS MAY IN THE CONTEXT BE
NECESSARY. FOR GREATER CERTAINTY:
(i)
the term of a Discount Note shall be the same as the Interest
Period for Bankers' Acceptances accepted and purchased on the same Borrowing
Date in respect of the same Canadian Borrower Loan of the applicable Canadian
Borrower Facility;
(ii)
an acceptance fee will be payable in respect of a