1:00 P.M., TORONTO TIME, ON SUCH DATE EACH CANADIAN LENDER
SHALL, AND SUBJECT TO EACH NON-ACCEPTANCE CANADIAN LENDER'S MAKING ACCEPTANCE
EQUIVALENT LOANS PURSUANT TO PARAGRAPH (I) OF THIS SECTION 2.04, (A) ON THE
BASIS OF THE INFORMATION SUPPLIED BY THE CANADIAN ADMINISTRATIVE AGENT, AS
AFORESAID, COMPLETE A DRAFT OR DRAFTS OF THE CANADIAN BORROWER BY FILLING IN THE
AMOUNT, DATE AND MATURITY DATE THEREOF IN ACCORDANCE WITH THE APPLICABLE
CANADIAN NOTICE OF DRAWING, (B) DULY ACCEPT SUCH DRAFT OR DRAFTS, (C) DISCOUNT
SUCH ACCEPTANCE OR ACCEPTANCES, (D) GIVE THE CANADIAN ADMINISTRATIVE AGENT
TELEGRAPHIC OR TELEX NOTICE OF SUCH CANADIAN LENDER'S ACCEPTANCE OF SUCH DRAFT
OR DRAFTS AND CONFIRMING THE DISCOUNT RATE AT WHICH IT DISCOUNTED THE ACCEPTANCE
OR ACCEPTANCES AND THE AMOUNT PAID TO THE CANADIAN ADMINISTRATIVE AGENT FOR THE
ACCOUNT OF THE CANADIAN BORROWER AND (E) REMIT TO THE CANADIAN ADMINISTRATIVE
AGENT IN CANADIAN DOLLARS IN IMMEDIATELY AVAILABLE FUNDS AN AMOUNT EQUAL TO THE
PROCEEDS OF SUCH ACCEPTANCES DISCOUNTED ON THE BASIS OF THE DISCOUNT RATE LESS
THE ACCEPTANCE FEE.
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UPON RECEIPT BY THE CANADIAN ADMINISTRATIVE AGENT OF SUCH SUMS FROM THE CANADIAN
LENDERS, THE CANADIAN ADMINISTRATIVE AGENT SHALL MAKE THE AGGREGATE AMOUNT
THEREOF AVAILABLE TO THE CANADIAN BORROWER.
(IV)
EACH EXTENSION OF CREDIT HEREUNDER THROUGH THE ACCEPTANCE OF
DRAFTS SHALL BE MADE SIMULTANEOUSLY AND, SUBJECT TO SUBPARAGRAPH (II) ABOVE, PRO
RATA BY THE CANADIAN LENDERS IN ACCORDANCE WITH THEIR RESPECTIVE CANADIAN
COMMITMENTS.
(D)
SALE OF ACCEPTANCES.
THE CANADIAN BORROWER SHALL HAVE THE RIGHT
TO SELL ANY ACCEPTANCE; PROVIDED THAT IF SO SPECIFIED IN THE CANADIAN NOTICE OF
DRAWING THE CANADIAN LENDERS SHALL PURCHASE OR ARRANGE FOR THE PURCHASE OF ALL
OF THE ACCEPTANCES IN THE MARKET AND EACH CANADIAN LENDER SHALL PROVIDE TO THE
CANADIAN ADMINISTRATIVE AGENT THE DISCOUNT PROCEEDS FOR THE ACCOUNT OF THE
CANADIAN BORROWER. THE ACCEPTANCE FEE IN RESPECT OF SUCH ACCEPTANCES MAY, AT THE
OPTION OF THE CANADIAN LENDER, BE SET OFF AGAINST THE DISCOUNT PROCEEDS PAYABLE
BY SUCH CANADIAN LENDER HEREUNDER,
(E)
ACCEPTANCE OBLIGATION.
THE CANADIAN BORROWER IS OBLIGATED, AND
HEREBY UNCONDITIONALLY AGREES, TO PAY TO EACH CANADIAN LENDER THE FACE AMOUNT OF
EACH ACCEPTANCE CREATED BY SUCH LENDER IN ACCORDANCE WITH A CANADIAN NOTICE OF
DRAWING PURSUANT TO PARAGRAPH (C) ON THE MATURITY DATE THEREOF, OR ON SUCH
EARLIER DATE AS MAY BE REQUIRED PURSUANT TO PROVISIONS OF THIS AGREEMENT. WITH
RESPECT TO EACH ACCEPTANCE WHICH IS OUTSTANDING HEREUNDER, THE CANADIAN BORROWER
SHALL NOTIFY THE CANADIAN ADMINISTRATIVE AGENT PRIOR TO 1:00 P.M., TORONTO TIME,
TWO CANADIAN BUSINESS DAYS PRIOR TO THE MATURITY DATE OF SUCH ACCEPTANCE (WHICH
NOTICE SHALL BE IRREVOCABLE) OF THE CANADIAN BORROWER'S INTENTION TO ISSUE
ACCEPTANCES ON SUCH MATURITY DATE TO PROVIDE FOR THE PAYMENT OF SUCH MATURING
ACCEPTANCE AND SHALL DELIVER A CANADIAN NOTICE OF DRAWING TO THE CANADIAN
ADMINISTRATIVE AGENT OR THAT THE CANADIAN BORROWER INTENDS TO REPAY THE MATURING
ACCEPTANCES ON THE MATURITY DATE. ANY REPAYMENT OF AN ACCEPTANCE MUST BE MADE AT
OR BEFORE 3:00 P.M. (TORONTO TIME) ON THE MATURITY DATE OF