THE DISCOUNT B/A RATE FOR SUCH LENDER APPLICABLE TO SUCH B/A ACCEPTED BY IT AND
PROVIDE TO THE ADMINISTRATIVE AGENT THE DISCOUNT PROCEEDS FOR THE ACCOUNT OF THE
CANADIAN SUBSIDIARY BORROWER AS PROVIDED IN SECTION 2.07.
THE ACCEPTANCE FEE
PAYABLE BY THE CANADIAN SUBSIDIARY BORROWER TO A REVOLVING LENDER UNDER
SECTION 2.12(C) IN RESPECT OF EACH B/A ACCEPTED BY SUCH LENDER SHALL BE SET OFF
AGAINST THE DISCOUNT PROCEEDS PAYABLE BY SUCH LENDER UNDER THIS PARAGRAPH.
NOTWITHSTANDING THE FOREGOING, IN THE CASE OF ANY B/A DRAWING RESULTING FROM THE
CONVERSION OR CONTINUATION OF A B/A DRAWING OR CANADIAN REVOLVING LOAN PURSUANT
TO SECTION 2.08, THE NET AMOUNT THAT WOULD OTHERWISE BE PAYABLE TO THE CANADIAN
SUBSIDIARY BORROWER BY EACH REVOLVING LENDER PURSUANT TO THIS PARAGRAPH WILL BE
APPLIED AS PROVIDED IN SECTION 2.08(D).
(G)
EACH REVOLVING LENDER MAY AT ANY TIME AND FROM TIME TO TIME HOLD, SELL,
REDISCOUNT OR OTHERWISE DISPOSE OF ANY OR ALL B/AS ACCEPTED AND PURCHASED BY IT,
PROVIDED THAT NO SUCH SALE OR DISPOSITION SHALL CAUSE THE AMOUNT PAYABLE BY THE
CANADIAN SUBSIDIARY BORROWER UNDER SECTION 2.17 TO EXCEED THE AMOUNT THAT WOULD
HAVE BEEN PAYABLE THEREUNDER IN THE ABSENCE OF SUCH SALE OR DISPOSITION.
(H)
EACH B/A ACCEPTED AND PURCHASED HEREUNDER SHALL MATURE AT THE END OF THE
CONTRACT PERIOD APPLICABLE THERETO.
(I)
THE CANADIAN SUBSIDIARY BORROWER WAIVES PRESENTMENT FOR PAYMENT AND ANY
OTHER DEFENSE TO PAYMENT OF ANY AMOUNTS DUE TO A REVOLVING LENDER IN RESPECT OF
A B/A ACCEPTED AND PURCHASED BY IT PURSUANT TO THIS AGREEMENT THAT MIGHT EXIST
SOLELY BY REASON OF SUCH B/A BEING HELD, AT THE MATURITY THEREOF, BY SUCH LENDER
IN ITS OWN RIGHT AND THE CANADIAN SUBSIDIARY BORROWER AGREES NOT TO CLAIM ANY
DAYS OF GRACE IF SUCH LENDER AS HOLDER SUES THE CANADIAN SUBSIDIARY BORROWER ON
THE B/A FOR PAYMENT OF THE AMOUNTS PAYABLE BY THE CANADIAN SUBSIDIARY BORROWER
THEREUNDER.
ON THE SPECIFIED MATURITY DATE OF A B/A, OR SUCH EARLIER DATE AS
MAY BE REQUIRED PURSUANT TO THE PROVISIONS OF THIS AGREEMENT, THE CANADIAN
SUBSIDIARY BORROWER SHALL PAY THE REVOLVING LENDER THAT HAS ACCEPTED AND
PURCHASED SUCH B/A THE FULL FACE AMOUNT OF SUCH B/A (OR SHALL MAKE PROVISION FOR
THE CONVERSION OR CONTINUATION OF SUCH B/A IN ACCORDANCE WITH SECTION 2.08) IN
CANADIAN DOLLARS, AND, AFTER SUCH PAYMENT, THE CANADIAN SUBSIDIARY BORROWER
SHALL HAVE NO FURTHER LIABILITY IN RESPECT OF SUCH B/A AND SUCH LENDER SHALL BE
ENTITLED TO ALL BENEFITS OF, AND BE RESPONSIBLE FOR ALL PAYMENTS DUE TO THIRD
PARTIES UNDER, SUCH B/A.
(J)
AT THE OPTION OF THE CANADIAN SUBSIDIARY BORROWER AND ANY REVOLVING LENDER,
B/AS UNDER THIS AGREEMENT TO BE ACCEPTED BY SUCH LENDER MAY BE ISSUED IN THE
FORM OF DEPOSITORY BILLS FOR
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DEPOSIT WITH THE CANADIAN DEPOSITORY FOR SECURITIES LIMITED PURSUANT TO THE
DEPOSITORY BILLS AND NOTES ACT (CANADA).
ALL DEPOSITORY BILLS SO ISSUED SHALL
BE GOVERNED BY THE PROVISIONS OF THIS SECTION 2.06.
(K)
IF A REVOLVING LENDER IS NOT A CHARTERED BANK UNDER