DISCOUNT RATE FOR SUCH LENDER APPLICABLE TO
SUCH BA ACCEPTED BY IT AND PROVIDE TO THE ADMINISTRATIVE AGENT THE DISCOUNT
PROCEEDS FOR THE ACCOUNT OF THE CANADIAN BORROWER AS PROVIDED IN SECTION 2.08.
THE ACCEPTANCE FEE PAYABLE BY THE CANADIAN BORROWER TO A LENDER UNDER SECTION
2.13 IN RESPECT OF EACH BA 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 BA DRAWING RESULTING FROM THE CONVERSION OR
CONTINUATION OF A BA DRAWING OR REVOLVING BORROWING PURSUANT TO SECTION 2.09,
THE NET AMOUNT THAT WOULD OTHERWISE BE PAYABLE TO THE CANADIAN BORROWER BY EACH
LENDER PURSUANT TO THIS PARAGRAPH WILL BE APPLIED AS PROVIDED IN SECTION
2.09(F).
(G)
EACH LENDER MAY AT ANY TIME AND FROM TIME TO TIME HOLD, SELL, REDISCOUNT OR
OTHERWISE DISPOSE OF ANY OR ALL BAS ACCEPTED AND PURCHASED BY IT (IT BEING
UNDERSTOOD THAT NO SUCH SALE, REDISCOUNT OR DISPOSITION SHALL CONSTITUTE AN
ASSIGNMENT OR PARTICIPATION OF ANY REVOLVING COMMITMENT HEREUNDER).
(H)
EACH BA ACCEPTED AND PURCHASED HEREUNDER SHALL MATURE AT THE END OF THE
CONTRACT PERIOD APPLICABLE THERETO.
57
(I)
SUBJECT TO APPLICABLE LAW, THE CANADIAN BORROWER WAIVES PRESENTMENT FOR
PAYMENT AND ANY OTHER DEFENSE TO PAYMENT OF ANY AMOUNTS DUE TO A LENDER IN
RESPECT OF A BA ACCEPTED AND PURCHASED BY IT PURSUANT TO THIS AGREEMENT THAT
MIGHT EXIST SOLELY BY REASON OF SUCH BA BEING HELD, AT THE MATURITY THEREOF, BY
SUCH LENDER IN ITS OWN RIGHT, AND THE CANADIAN BORROWER AGREES NOT TO CLAIM ANY
DAYS OF GRACE IF SUCH LENDER AS HOLDER SUES THE CANADIAN BORROWER ON THE BA FOR
PAYMENT OF THE AMOUNTS PAYABLE BY THE CANADIAN BORROWER THEREUNDER. ON THE LAST
DAY OF THE CONTRACT PERIOD OF A BA, OR SUCH EARLIER DATE AS MAY BE REQUIRED
PURSUANT TO THE PROVISIONS OF THIS AGREEMENT, THE CANADIAN BORROWER SHALL PAY
THE LENDER THAT HAS ACCEPTED AND PURCHASED SUCH BA THE FULL FACE AMOUNT OF SUCH
BA, AND AFTER SUCH PAYMENT THE CANADIAN BORROWER SHALL HAVE NO FURTHER LIABILITY
IN RESPECT OF SUCH BA AND SUCH LENDER SHALL BE ENTITLED TO ALL BENEFITS OF, AND
BE RESPONSIBLE FOR ALL PAYMENTS DUE TO THIRD PARTIES UNDER, SUCH BA.
(J)
AT THE OPTION OF THE CANADIAN BORROWER AND ANY LENDER, BAS UNDER THIS
AGREEMENT TO BE ACCEPTED BY THAT LENDER MAY BE ISSUED IN THE FORM OF DEPOSITORY
BILLS FOR 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.
(K)
IF A LENDER IS NOT A CHARTERED BANK UNDER THE BANK ACT (CANADA) OR IF A
LENDER NOTIFIES THE ADMINISTRATIVE AGENT IN WRITING THAT IT IS OTHERWISE UNABLE
TO ACCEPT BAS, SUCH LENDER WILL, INSTEAD OF ACCEPTING AND PURCHASING ANY BAS,
MAKE A LOAN (A "BA EQUIVALENT LOAN") TO THE CANADIAN BORROWER IN THE AMOUNT AND
FOR THE SAME TERM