GIVEN IN ACCORDANCE
WITH PARAGRAPH (C) BELOW, BY THE COMPLETION AND ACCEPTANCE BY SUCH CANADIAN
LENDER OF A DRAFT (I) PAYABLE IN CANADIAN DOLLARS, DRAWN BY THE CANADIAN
BORROWER ON THE CANADIAN LENDER IN ACCORDANCE WITH THIS AGREEMENT, TO THE ORDER
OF THE CANADIAN LENDER AND (II) MATURING PRIOR TO THE MATURITY DATE WITH RESPECT
TO SUCH CANADIAN LENDER ON A CANADIAN BUSINESS DAY NOT LESS THAN 28 DAYS NOR
MORE THAN 180 DAYS AFTER THE DATE OF SUCH DRAFT (AND IN INTEGRAL MATURITIES OF
30, 60, 90 OR 180 DAYS, OR, FROM TIME TO TIME, SUCH OTHER NONSTANDARD PERIODS AS
THE CANADIAN BORROWER AND THE AFFECTED CANADIAN LENDER(S) MAY AGREE), EXCLUDING
DAYS OF GRACE, ALL AS SPECIFIED IN THE RELEVANT CANADIAN NOTICE OF DRAWING TO BE
DELIVERED UNDER PARAGRAPH (C) OF THIS SECTION 2.04.
35
(C)
NOTICE OF DRAWING AND DISCOUNT OF ACCEPTANCES.
(I)
WITH RESPECT TO EACH REQUESTED ACCEPTANCE OF DRAFTS, THE CANADIAN
BORROWER SHALL GIVE THE CANADIAN ADMINISTRATIVE AGENT A CANADIAN NOTICE OF
DRAWING (WHICH SHALL BE IRREVOCABLE AND MAY BE BY TELEPHONE CONFIRMED IN WRITING
WITHIN ONE CANADIAN BUSINESS DAY) TO BE RECEIVED PRIOR TO 1:00 P.M., TORONTO
TIME, AT LEAST TWO CANADIAN BUSINESS DAYS PRIOR TO THE DATE OF THE REQUESTED
ACCEPTANCE, SPECIFYING:
(A)
THE DATE ON WHICH SUCH DRAFTS ARE TO BE
ACCEPTED;
(B)
THE AGGREGATE FACE AMOUNT OF SUCH DRAFTS;
(C)
THE MATURITY DATE OF SUCH ACCEPTANCES; AND
(D)
SUCH ADDITIONAL INFORMATION AS THE CANADIAN
ADMINISTRATIVE AGENT OR ANY CANADIAN LENDERS MAY REASONABLY FROM TIME TO TIME
REQUEST TO BE INCLUDED IN SUCH NOTICES.
(II)
UPON RECEIPT OF A CANADIAN NOTICE OF DRAWING THE CANADIAN
ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY EACH CANADIAN LENDER OF THE CONTENTS
THEREOF AND OF SUCH CANADIAN LENDER'S RATABLE SHARE OF THE ACCEPTANCES REQUESTED
THEREUNDER. THE AGGREGATE FACE AMOUNT OF THE DRAFTS TO BE ACCEPTED BY A CANADIAN
LENDER SHALL BE DETERMINED BY THE CANADIAN ADMINISTRATIVE AGENT BY REFERENCE TO
THE RESPECTIVE CANADIAN COMMITMENTS OF THE CANADIAN LENDERS; PROVIDED THAT, IF
THE FACE AMOUNT OF AN ACCEPTANCE WHICH WOULD OTHERWISE BE ACCEPTED BY A CANADIAN
LENDER IS NOT C$100,000, OR A WHOLE MULTIPLE THEREOF, THE FACE AMOUNT SHALL BE
INCREASED OR REDUCED BY THE CANADIAN ADMINISTRATIVE AGENT, IN ITS SOLE
DISCRETION, TO C$100,000, OR THE NEAREST INTEGRAL MULTIPLE THEREOF, AS
APPROPRIATE. FURTHER, THE CANADIAN ADMINISTRATIVE AGENT IS AUTHORIZED BY THE
BORROWERS AND THE LENDERS TO CAUSE THE PROPORTIONATE SHARE OF ONE OR MORE
LENDER'S CANADIAN COMMITMENT TO BE EXCEEDED BY NO MORE THAN C$100,000 EACH AS A
RESULT OF SUCH ALLOCATIONS; PROVIDED THAT THE PRINCIPAL AMOUNT OF OUTSTANDING
CREDIT EXPOSURE SHALL NOT THEREBY EXCEED THE PRINCIPAL MAXIMUM AMOUNT OF SUCH
LENDER'S COMMITMENTS. ANY RESULTING AMOUNT BY WHICH THE REQUESTED FACE AMOUNT OF
SUCH ACCEPTANCES SHALL HAVE BEEN SO REDUCED SHALL BE ADVANCED, CONVERTED OR
CONTINUED AS A CANADIAN PRIME RATE LOAN.
(III)
ON EACH DATE UPON WHICH ACCEPTANCES ARE TO BE ACCEPTED, THE
CANADIAN ADMINISTRATIVE AGENT SHALL ADVISE THE CANADIAN BORROWER OF THE DISCOUNT
RATE. NOT LATER THAN