Common use of BA Equivalent Advances Clause in Contracts

BA Equivalent Advances. Notwithstanding the foregoing provisions of this Article, a Non-Acceptance Lender shall, in lieu of accepting Bankers’ Acceptances, make a BA Equivalent Advance. The amount of each BA Equivalent Advance shall be equal to the Discount Proceeds which would be realized from a hypothetical sale of those Bankers’ Acceptances which, but for this Section, such Lender would otherwise be required to accept as part of such a Drawdown, Conversion or Rollover of Bankers’ Acceptances. To determine the amount of such Discount Proceeds, the hypothetical sale shall be deemed to take place at the BA Discount Rate for such Loan. Any BA Equivalent Advance shall be made on the relevant Drawdown Date, Rollover Date or Conversion Date as the case may be and shall remain outstanding for the term of the relevant Bankers’ Acceptances. Concurrent with the making of a BA Equivalent Advance, a Non-Acceptance Lender shall be entitled to deduct therefrom an amount equal to the acceptance fee which, but for this Section, such Lender would otherwise be entitled to receive as part of such Loan. Subject to Section 6.6, upon the maturity date for such Bankers’ Acceptances, the Borrower shall pay to each Non-Acceptance Lender an amount equal to the face amount at maturity of the Bankers’ Acceptances which, but for this Section, such Lender would otherwise be required to accept as part of such a Drawdown, Conversion or Rollover of Bankers’ Acceptances as repayment of the amount of its BA Equivalent Advance plus payment of the interest accrued and payable thereon to such maturity date. All references herein to “Loans” and “Bankers’ Acceptances” shall, unless otherwise expressly provided herein or unless the context otherwise requires, be deemed to include BA Equivalent Advances made by a Non-Acceptance Lender as part of a Drawdown, Conversion or Rollover of Bankers’ Acceptances.

BA Equivalent Advances. Notwithstanding the foregoing provisions of this Article, a Non-Acceptance Lender shall, in lieu of accepting Bankers’ Acceptances, make a BA Equivalent Advance. The amount of each BA Equivalent Advance shall be equal to the Discount Proceeds which would be realized from a hypothetical sale of those Bankers’ Acceptances which, but for this Section, such Lender would otherwise be required to accept as part of such a DrawdownDrawdown of, Conversion into or Rollover of Bankers’ Acceptances. To determine the amount of such Discount Proceeds, the hypothetical sale shall be deemed to take place at the applicable BA Discount Rate for such Loan. Any BA Equivalent Advance shall be made on the relevant Drawdown Date, Rollover Date or Conversion Date as the case may be and shall remain outstanding for the term of the relevant Bankers’ Acceptances. Concurrent with the making of a BA Equivalent Advance, a Non-Acceptance Lender shall be entitled to deduct therefrom an amount equal to the acceptance fee which, but for this Section, such Lender would otherwise be entitled to receive as part of such Loan. Subject to Section 6.6, upon the maturity date for such Bankers’ Acceptances, the Borrower shall pay to each Non-Acceptance Lender an amount equal to the face amount at maturity of the Bankers’ Acceptances which, but for this Section, such Lender would otherwise be required to accept as part of such a DrawdownDrawdown of, Conversion into or Rollover of Bankers’ Acceptances as repayment of the amount of its BA Equivalent Advance plus payment of the interest accrued and payable thereon to such maturity date. All references herein to “Loans” and “Bankers’ Acceptances” shall, unless otherwise expressly provided herein or unless the context otherwise requires, be deemed to include BA Equivalent Advances made by a Non-Acceptance Lender as part of a DrawdownDrawdown of, Conversion into or Rollover of Bankers’ Acceptances.

BA Equivalent Advances. Notwithstanding the foregoing provisions of this ArticleArticle 5, a Non-Acceptance Lender shall, in lieu of accepting Bankers’ Acceptances, make a BA Equivalent Advance. The amount of each BA Equivalent Advance shall be equal to the BA Discount Proceeds which would be realized from a hypothetical sale of those Bankers’ Acceptances which, but for this SectionSection 5.9, such Lender would otherwise be required to accept as part of such a Drawdown, Conversion or Rollover of Bankers’ Acceptances. To determine the amount of such BA Discount Proceeds, the hypothetical sale shall be deemed to take place at the BA Discount Rate for such Loan. Any BA Equivalent Advance shall be made on the relevant Drawdown Date, Rollover Date or Conversion Date as the case may be and shall remain outstanding for the term of the relevant Bankers’ Acceptances. Concurrent with the making of a BA Equivalent Advance, a Non-Acceptance Lender shall be entitled to deduct therefrom an amount equal to the acceptance fee which, but for this SectionSection 5.9, such Lender would otherwise be entitled to receive as part of such Loan. Subject to Section 6.65.4, upon the maturity date for such Bankers’ Acceptances, the Principal Borrower shall pay to each Non-Acceptance Lender an amount equal to the face amount at maturity of the Bankers’ Acceptances which, but for this Section, such Lender would otherwise be required to accept as part of such a Drawdown, Conversion or Rollover of Bankers’ Acceptances as repayment of the amount of its BA Equivalent Advance; for all purposes of this Agreement, the principal amount of each Loan made by way of BA Equivalent Advance plus payment of the interest accrued and payable thereon shall be deemed to be such maturity dateface amount. All BA Equivalent Advances made by a Non-Acceptance Lender shall, if requested by such Lender, be evidenced by a Discount Note. All references herein to “Loans” and “Bankers’ Acceptances” shall, unless otherwise expressly provided herein or unless the context otherwise requires, be deemed to include BA Equivalent Advances made by a Non-Acceptance Lender as part of a Drawdown, Conversion or Rollover of Bankers’ Acceptances.

BA Equivalent Advances. Notwithstanding the foregoing provisions of this ArticleSection 6.11, a Non-Acceptance Lender shall, in lieu of accepting Bankers’ ' Acceptances, make a BA Equivalent Advance. The amount of each BA Equivalent Advance shall be equal to the Discount Proceeds which would be realized from a hypothetical sale of those Bankers’ ' Acceptances which, but for this Section, such Lender would otherwise be required to accept as part of such a Drawdown, Conversion or Rollover of Bankers’ ' Acceptances. To determine the amount of such Discount Proceeds, the hypothetical sale shall be deemed to take place at the BA Discount Rate for such Loan. Any BA Equivalent Advance shall be made on the relevant Drawdown Date, Rollover Date or Conversion Date as the case may be and shall remain outstanding for the term of the relevant Bankers’ ' Acceptances. Concurrent with the making of a BA Equivalent Advance, a Non-Acceptance Lender shall be entitled to deduct therefrom an amount equal to the acceptance fee which, but for this Section, such Lender would otherwise be entitled to receive as part of such Loan. Subject to Section 6.6, upon the maturity date for such Bankers’ ' Acceptances, the Canadian Borrower shall pay to each Non-Acceptance Lender an amount equal to the face amount at maturity of the Bankers’ ' Acceptances which, but for this Section, such Lender would otherwise be required to accept as part of such a Drawdown, Conversion or Rollover of Bankers’ ' Acceptances as repayment of the amount of its BA Equivalent Advance plus payment of the interest accrued and payable thereon to such maturity date as repayment of the amount of its BA Equivalent Advance plus payment of the interest accrued and payable thereon to such maturity date. All BA Equivalent Advances made by a Non-Acceptance Lender shall, if requested by such Lender, be evidenced by promissory notes of the Canadian Borrower in form and substance satisfactory to such Lender, acting reasonably, and the provisions of Section 6.4 shall apply, mutatis mutandis. All references herein to “"Loans” " and “"Bankers’ ' Acceptances” " shall, unless otherwise expressly provided herein or unless the context otherwise requires, be deemed to include BA Equivalent Advances made by a Non-Acceptance Lender as part of a Drawdown, Conversion or Rollover of Bankers’ ' Acceptances.

BA Equivalent Advances. Notwithstanding the foregoing provisions of this ArticleSection 3.6, a Non-Acceptance Lender shall, in lieu of accepting Bankers’ Acceptances, make a BA Equivalent Advance. The amount of each BA Equivalent Advance shall be equal to the Discount Proceeds which would be realized from a hypothetical sale of those Bankers’ Acceptances which, but for this SectionSection 3.6(i), such Lender would otherwise be required to accept as part of such a Drawdown, Conversion or Rollover an Accommodation by way of Bankers’ Acceptances. To determine the amount of such Discount Proceeds, the hypothetical sale shall be deemed to take place at the BA Non-Acceptance Discount Rate for such LoanRate. Any BA Equivalent Advance shall be made on the relevant Drawdown Date, Rollover Conversion Date or Conversion Date Rollover Date, as the case may be and shall remain outstanding for the term of the relevant Bankers’ AcceptancesAcceptances issued concurrently therewith. Concurrent Concurrently with the making of a BA Equivalent Advance, a Non-Acceptance Lender shall be entitled to deduct therefrom an amount equal to the acceptance fee which, but for this SectionSection 3.6(i), such Lender would otherwise be entitled to receive as part of such Loanissue of Bankers’ Acceptances. Subject The BA Equivalent Advance shall accrue interest at a rate per annum equal to Section 6.6, upon the Non-Acceptance Discount Rate for such Bankers’ Acceptance for the term of such BA Equivalent Advance. Upon the maturity date for such Bankers’ Acceptances, the Borrower shall pay to each Non-Acceptance Lender Lender, in satisfaction of the BA Equivalent Advance and interest accrued thereon, an amount equal to the face amount at maturity of the Bankers’ Acceptances Acceptance which, but for this SectionSection 3.6(i), such Lender would otherwise be have been required to accept as part of such a Drawdown, Conversion or Rollover Accommodation by way of Bankers’ Acceptances as repayment Acceptance, failing which such amount shall be converted to a Cdn. Prime Loan. All BA Equivalent Advances made by a Non-Acceptance Lender shall, if requested by such Lender, be evidenced by promissory notes of the amount of its BA Equivalent Advance plus payment of Borrower in form and substance satisfactory to the interest accrued Borrower and payable thereon to such maturity dateLender, each acting reasonably. All references herein to “Loans” and “Bankers’ Acceptances” shall, unless otherwise expressly provided herein or unless the context otherwise requires, be deemed to include BA Equivalent Advances made by a Non-Acceptance Lender as part of a Drawdown, Conversion or Rollover an Accommodation by way of Bankers’ Acceptances.

BA Equivalent Advances. Notwithstanding the foregoing provisions of this ArticleArticle 5, a Non-Acceptance Lender shall, in lieu of accepting Bankers’ Acceptances, make a BA Equivalent Advance. The amount of each BA Equivalent Advance shall be equal to the BA Discount Proceeds which would be realized from a hypothetical sale of those Bankers’ Acceptances which, but for this SectionSection 5.7, such Lender would otherwise be required to accept as part of such a Drawdown, Conversion or Rollover of Bankers’ Acceptances. To determine the amount of such BA Discount Proceeds, the hypothetical sale shall be deemed to take place at the BA Discount Rate for such Loan. Any BA Equivalent Advance shall be made on the relevant Drawdown Date, Rollover Date or Conversion Date as the case may be and shall remain outstanding for the term of the relevant Bankers’ Acceptances. Concurrent with the making of a BA Equivalent Advance, a Non-Acceptance Lender shall be entitled to deduct therefrom an amount equal to the acceptance fee which, but for this SectionSection 5.7, such Lender would otherwise be entitled to receive as part of such Loan. Subject to Section 6.6, upon Upon the maturity date for such Bankers’ Acceptances, the Borrower shall pay to each Non-Acceptance Lender an amount equal to the face amount at maturity of the Bankers’ Acceptances which, but for this Section, which such Lender would otherwise be required to accept have accepted as part of such Loan if it was not a Drawdown, Conversion or Rollover of Bankers’ Acceptances as repayment of the amount of its BA Equivalent Advance plus payment of the interest accrued and payable thereon to such maturity dateNon-Acceptance Lender. All references herein to “Loans” and “Bankers’ Acceptances” shall, unless otherwise expressly provided herein or unless the context otherwise requires, be deemed to include BA Equivalent Advances made by a Non-Acceptance Lender as part of a Drawdown, Conversion or Rollover of Bankers’ Acceptances.

BA Equivalent Advances. Notwithstanding the foregoing provisions of this ArticleSection 3.6, a Non-Acceptance Lender shall, in lieu of accepting Bankers’ ' Acceptances, make a BA Equivalent Advance. The amount of each BA Equivalent Advance shall be equal to the Discount Proceeds which would be realized from a hypothetical sale of those Bankers’ ' Acceptances which, but for this SectionSection 3.6(i), such Lender would otherwise be required to accept as part of such a Drawdown, Conversion or Rollover an Accommodation by way of Bankers’ ' Acceptances. To determine the amount of such Discount Proceeds, the hypothetical sale shall be deemed to take place at the BA Non-Acceptance Discount Rate for such LoanRate. Any BA Equivalent Advance shall be made on the relevant Drawdown Date, Rollover Conversion Date or Conversion Date Rollover Date, as the case may be and shall remain outstanding for the term of the relevant Bankers’ Acceptances' Acceptances issued concurrently therewith. Concurrent Concurrently with the making of a BA Equivalent Advance, a Non-Acceptance Lender shall be entitled to deduct therefrom an amount equal to the acceptance fee which, but for this SectionSection 3.6(i), such Lender would otherwise be entitled to receive as part of such Loanissue of Bankers' Acceptances. Subject The BA Equivalent Advance shall accrue interest at a rate per annum equal to Section 6.6, upon the Non-Acceptance Discount Rate for such Bankers' Acceptance for the term of such BA Equivalent Advance. Upon the maturity date for such Bankers’ ' Acceptances, the Borrower shall pay to each Non-Acceptance Lender Lender, in satisfaction of the BA Equivalent Advance and interest accrued thereon, an amount equal to the face amount at maturity of the Bankers’ Acceptances ' Acceptance which, but for this SectionSection 3.6(i), such Lender would otherwise be have been required to accept as part of such a Drawdown, Conversion or Rollover Accommodation by way of Bankers’ Acceptances as repayment ' Acceptance, failing which such amount shall be converted to a Cdn. Prime Loan. All BA Equivalent Advances made by a Non-Acceptance Lender shall, if requested by such Lender, be evidenced by promissory notes of the amount of its BA Equivalent Advance plus payment of Borrower in form and substance satisfactory to the interest accrued Borrower and payable thereon to such maturity dateLender, each acting reasonably. All references herein to “Loans” and “"Bankers’ ' Acceptances” " shall, unless otherwise expressly provided herein or unless the context otherwise requires, be deemed to include BA Equivalent Advances made by a Non-Acceptance Lender as part of a Drawdown, Conversion or Rollover an Accommodation by way of Bankers’ ' Acceptances.

BA Equivalent Advances. (i) Notwithstanding the foregoing provisions of this ArticleSection 2.05, a Non-Acceptance Lender shall, in lieu of accepting Bankers’ AcceptancesAcceptances of a Borrower, make a BA Equivalent AdvanceAdvance to such Borrower. The amount of each such BA Equivalent Advance shall be equal to the Discount Proceeds which would be realized from a hypothetical sale of those Bankers’ Acceptances which, but for this Section, such Tranche 2 Lender would otherwise be required to accept as part of such a Drawdown, Conversion or Rollover of Bankers’ Acceptances. To determine the amount of such Discount Proceeds, the hypothetical sale shall be deemed to take place at the BA Discount Rate for such Loan. Any BA Equivalent Advance shall be made on the relevant Drawdown Date, Rollover Date or Conversion Date Date, as the case may be be, and shall remain outstanding for the term of the relevant Bankers’ Acceptances. Concurrent with the making of a BA Equivalent Advance, a Non-Acceptance Lender shall be entitled to deduct therefrom an amount equal to the acceptance fee which, but for this SectionSection 2.05(m), such Tranche 2 Lender would otherwise be entitled to receive as part of such Loan. Subject to Section 6.62.05(g), upon the maturity date for such Bankers’ AcceptancesAcceptances created for a Borrower, the such Borrower shall pay to each Non-Acceptance Lender an amount equal to the face amount at maturity of the Bankers’ Acceptances which, but for this Section, such Lender would otherwise be required to accept as part of such a Drawdown, Conversion or Rollover of Bankers’ Acceptances as repayment of the amount of its BA Equivalent Advance plus payment of interest calculated thereon at the interest accrued and payable thereon to such maturity date. applicable BA Discount Rate. (ii) All references herein to “Loans” and “Bankers’ Acceptances” shall, unless otherwise expressly provided herein or unless the context otherwise requires, be deemed to include BA Equivalent Advances made by a Non-Acceptance Lender as part of a Drawdown, Conversion or Rollover of Bankers’ Acceptances.

BA Equivalent Advances. Notwithstanding the foregoing provisions of this ArticleArticle 5, a Non-Acceptance Lender shall, in lieu of accepting Bankers’ Acceptances, make a BA Equivalent Advance. The amount of each BA Equivalent Advance shall be equal to the BA Discount Proceeds which would be realized from a hypothetical sale of those Bankers’ Acceptances which, but for this SectionSection 5.9, such Lender would otherwise be required to accept as part of such a Drawdown, Conversion or Rollover of Bankers’ Acceptances. To determine the amount of such BA Discount Proceeds, the hypothetical sale shall be deemed to take place at the BA Discount Rate for such Loan. Any BA Equivalent Advance shall be made on the relevant Drawdown Date, Rollover Date or Conversion Date as the case may be and shall remain outstanding for the term of the relevant Bankers’ Acceptances. Concurrent with the making of a BA Equivalent Advance, a Non-Acceptance Lender shall be entitled to deduct therefrom an amount equal to the acceptance fee which, but for this SectionSection 5.9, such Lender would otherwise be entitled to receive as part of such Loan. Subject to Section 6.65.4, upon the maturity date for such Bankers’ Acceptances, the Borrower shall pay to each Non-Acceptance Lender an amount equal to the face amount at maturity of the Bankers’ Acceptances which, but for this Section, such Lender would otherwise be required to accept as part of such a Drawdown, Conversion or Rollover of Bankers’ Acceptances as repayment of the amount of its BA Equivalent Advance; for all purposes of this Agreement, the principal amount of each Loan made by way of BA Equivalent Advance plus payment of the interest accrued and payable thereon shall be deemed to be such maturity dateface amount. All BA Equivalent Advances made by a Non-Acceptance Lender shall, if requested by such Lender, be evidenced by a Discount Note. All references herein to “Loans” and “Bankers’ Acceptances” shall, unless otherwise expressly provided herein or unless the context otherwise requires, be deemed to include BA Equivalent Advances made by a Non-Acceptance Lender as part of a Drawdown, Conversion or Rollover of Bankers’ Acceptances.

BA Equivalent Advances. Notwithstanding the foregoing other provisions of this ArticleArticle 4, a Non-Acceptance BA Lender shall, in lieu of accepting and purchasing Bankers’ ' Acceptances, make a BA Equivalent Advance. The amount of each BA Equivalent Advance shall be equal to the BA Discount Proceeds which would be realized from a hypothetical sale of those Bankers’ ' Acceptances which, but for this Section, to such Non-BA Lender which such Lender would otherwise be required to accept and purchase as part of such a Drawdown, Conversion or Rollover of Bankers’ AcceptancesBA Issue. To determine the amount of such BA Discount Proceeds, the hypothetical sale shall be deemed to take place at the BA Discount Rate and using the BA Period for such LoanBA Issue. Any BA Equivalent Advance shall be made on the relevant Drawdown Date, Rollover Conversion Date or Conversion Date Rollover Date, as the case may be be, and shall remain outstanding for the term of the relevant Drawdown of, Conversion into or Rollover of Bankers’ Acceptances' Acceptances issued concurrently therewith. Concurrent Concurrently with the making of a BA Equivalent Advance, a Non-Acceptance BA Lender shall be entitled to deduct therefrom an amount equal to the acceptance fee which, but for this Section, BA Stamping Fee which such Lender would otherwise be entitled to receive pursuant to Section 3.4 as part of such LoanBA Issue if such Lender was accepting Bankers' Acceptances, based on the amount payable on the maturity date of such BA Equivalent Advance. Subject BA Equivalent Advances shall accrue interest at a per annum rate equal to Section 6.6, upon the BA Discount Rate for the term of the BA Equivalent Advance. Upon the maturity date for such Bankers’ ' Acceptances, the Borrower shall pay to each Non-Acceptance Lender BA Lender, in satisfaction of the BA Equivalent Advance and interest accrued thereon, an amount equal to the face amount at maturity of the Bankers’ Acceptances ' Acceptance which, but for this SectionSection 4.6, such Lender would otherwise be have been required to accept as part of such a Drawdown, Conversion or Rollover of Bankers’ Acceptances as repayment of the amount of its BA Equivalent Advance plus payment of the interest accrued and payable thereon to such maturity dateaccept. All references herein in this Agreement to “"Loans” ", "Bankers' Acceptances" and “Bankers’ Acceptances” "BA Issue" shall, unless otherwise expressly provided herein or unless the context otherwise requires, be deemed to include BA Equivalent Advances made by a Non-Acceptance BA Lender as part of a DrawdownDrawdown of, Conversion into or Rollover of Bankers’ ' Acceptances.

BA Equivalent Advances. Notwithstanding Section 3.7(c), the foregoing provisions of this ArticleSection 3.9, and any other provision hereof to the contrary, a Non-Acceptance Lender shall, in lieu of accepting and, if applicable, purchasing Bankers’ ' Acceptances, make a BA Equivalent Advance. The amount of each BA Equivalent Advance shall be equal to the Discount Proceeds which would be realized from a hypothetical sale of those Bankers’ ' Acceptances which, but for this SectionSection 3.9(j), such Lender would otherwise be required to accept as part of such a Drawdown, Conversion or Rollover Borrowing by way of Bankers’ ' Acceptances. To determine the amount of such Discount Proceeds, the hypothetical sale shall be deemed to take place at the BA Discount Rate for such LoanRate. Any BA Equivalent Advance shall be made on the relevant Drawdown Date, Rollover Conversion Date or Conversion Date Rollover Date, as the case may be be, and shall remain outstanding for the term of the relevant Bankers’ Acceptances' Acceptances issued concurrently therewith. Concurrent Concurrently with the making of a BA Equivalent Advance, a Non-Acceptance Lender shall be entitled to deduct therefrom an amount equal to the acceptance fee BA Acceptance Fee which, but for this SectionSection 3.9(j), such Lender would otherwise be entitled to receive as part of such Loanissue of Bankers' Acceptances. Subject The BA Equivalent Advance shall accrue interest at a rate per annum equal to Section 6.6, upon the Discount Rate for such Bankers' Acceptance for the term of such BA Equivalent Advance. Upon the maturity date for such Bankers’ ' Acceptances, the Borrower shall pay to each Non-Acceptance Lender Lender, in satisfaction of the BA Equivalent Advance and interest accrued thereon, an amount equal to the face amount at maturity of the Bankers’ Acceptances ' Acceptance which, but for this SectionSection 3.9(j), such Lender would otherwise be have been required to accept as part of such a Drawdown, Conversion or Rollover Borrowing by way of Bankers’ Acceptances as repayment ' Acceptance, failing which such amount shall be converted to a Prime Loan. All BA Equivalent Advances made by a Non-Acceptance Lender shall, if requested by such Lender, be evidenced by promissory notes of the amount of its BA Equivalent Advance plus payment of the interest accrued Borrower in form and payable thereon substance satisfactory to such maturity dateLender, acting reasonably. All references herein to “Loans” and “"Bankers’ ' Acceptances” " shall, unless otherwise expressly provided herein or unless the context otherwise requires, be deemed to include BA Equivalent Advances made by a Non-Acceptance Lender as part of a Drawdown, Conversion or Rollover Borrowing by way of Bankers’ ' Acceptances. As a condition precedent to each Non-Acceptance Lender's obligation to make a BA Equivalent Advance hereunder, the Borrower agrees to the Power of Attorney Terms – BA Equivalent Advances set out in Schedule J and hereby grants to each Non-Acceptance Lender a power of attorney on the terms set out in Schedule J, provided that if the Borrower revokes such power of attorney, it shall not be entitled to obtain BA Equivalent Advances (or issue Bankers' Acceptances) unless the Borrower, the Agent and all of the Non-Acceptance Lenders have agreed on amendments to this Agreement which would again allow the Borrower to obtain BA Equivalent Advances.

BA Equivalent Advances. Notwithstanding the foregoing provisions of this ArticleArticle 6, a Non-Acceptance Lender shall, in lieu of accepting Bankers’ ' Acceptances, make a BA Equivalent Advance. The amount of each BA Equivalent Advance shall be equal to the Discount Proceeds which would be realized from a hypothetical sale of those Bankers’ ' Acceptances which, but for this Section, such Lender would otherwise be required to accept as part of such a Drawdown, Conversion or Rollover of Bankers’ ' Acceptances. To determine the amount of such Discount Proceeds, the hypothetical sale shall be deemed to take place at the BA Discount Rate for such Loan. Any BA Equivalent Advance shall be made on the relevant Drawdown Date, Rollover Date or Conversion Date as the case may be and shall remain outstanding for the term of the relevant Bankers’ ' Acceptances. Concurrent with the making of a BA Equivalent Advance, a Non-Acceptance Lender shall be entitled to deduct therefrom an amount equal to the acceptance fee which, but for this Section, such Lender would otherwise be entitled to receive as part of such Loan. Subject to Section 6.6, upon the maturity date for such Bankers’ ' Acceptances, the Borrower shall pay to each Non-Acceptance Lender an amount equal to the face amount at maturity of the Bankers’ ' Acceptances which, but for this Section, such Lender would otherwise be required to accept as part of such a Drawdown, Conversion or Rollover of Bankers’ ' Acceptances as repayment of the amount of its BA Equivalent Advance plus payment of the interest accrued and payable thereon to such maturity date; for all purposes of this Agreement, the principal amount of each Loan made by way of BA Equivalent Advance shall be deemed to be such face amount. All BA Equivalent Advances made by a Non-Acceptance Lender shall, if requested by such Lender, be evidenced by promissory notes of the Borrower in form and substance satisfactory to such Lender, acting reasonably and the provisions of Section 6.4 shall apply, mutatis mutandis. All references herein to “"Loans” " and “"Bankers’ ' Acceptances” " shall, unless otherwise expressly provided herein or unless the context otherwise requires, be deemed to include BA Equivalent Advances made by a Non-Acceptance Lender as part of a Drawdown, Conversion or Rollover of Bankers’ ' Acceptances.

BA Equivalent Advances. Notwithstanding Section 3.6(c), the foregoing provisions of this ArticleSection 3.8, and any other provision hereof to the contrary, a Non-Acceptance Lender shall, in lieu of accepting and, if applicable, purchasing Bankers’ Acceptances, make a BA Equivalent Advance. The amount of each BA Equivalent Advance shall be equal to the Discount Proceeds which would be realized from a hypothetical sale of those Bankers’ Acceptances which, but for this SectionSection 3.8(j), such Lender would otherwise be required to accept as part of such a Drawdown, Conversion or Rollover Borrowing by way of Bankers’ Acceptances. To determine the amount of such Discount Proceeds, the hypothetical sale shall be deemed to take place at the BA Discount Rate for such LoanRate. Any BA Equivalent Advance shall be made on the relevant Drawdown Date, Rollover Conversion Date or Conversion Date Rollover Date, as the case may be be, and shall remain outstanding for the term of the relevant Bankers’ AcceptancesAcceptances issued concurrently therewith. Concurrent Concurrently with the making of a BA Equivalent Advance, a Non-Acceptance Lender shall be entitled to deduct therefrom an amount equal to the acceptance fee BA Acceptance Fee which, but for this SectionSection 3.8(j), such Lender would otherwise be entitled to receive as part of such Loanissue of Bankers’ Acceptances. Subject The BA Equivalent Advance shall accrue interest at a rate per annum equal to Section 6.6, upon the Discount Rate for such Bankers’ Acceptance for the term of such BA Equivalent Advance. Upon the maturity date for such Bankers’ Acceptances, the Borrower shall pay to each Non-Acceptance Lender Lender, in satisfaction of the BA Equivalent Advance and interest accrued thereon, an amount equal to the face amount at maturity of the Bankers’ Acceptances Acceptance which, but for this SectionSection 3.8(j), such Lender would otherwise be have been required to accept as part of such a Drawdown, Conversion or Rollover Borrowing by way of Bankers’ Acceptances as repayment Acceptance, failing which such amount shall be converted to a Prime Loan. All BA Equivalent Advances made by a Non-Acceptance Lender shall, if requested by such Lender, be evidenced by promissory notes of the amount of its BA Equivalent Advance plus payment of the interest accrued Borrower in form and payable thereon substance satisfactory to such maturity dateLender, acting reasonably. All references herein to “Loans” and “Bankers’ Acceptances” shall, unless otherwise expressly provided herein or unless the context otherwise requires, be deemed to include BA Equivalent Advances made by a Non-Acceptance Lender as part of a Drawdown, Conversion or Rollover Borrowing by way of Bankers’ Acceptances. As a condition precedent to each Non-Acceptance Lender’s obligation to make a BA Equivalent Advance hereunder, the Borrower agrees to the Power of Attorney Terms — BA Equivalent Advances set out in Schedule J and hereby grants to each Non-Acceptance Lender a power of attorney on the terms set out in Schedule J, provided that if the Borrower revokes such power of attorney, it shall not be entitled to obtain BA Equivalent Advances (or issue Bankers’ Acceptances) unless the Borrower, the Agent and all of the Non-Acceptance Lenders have agreed on amendments to this Agreement which would again allow the Borrower to obtain BA Equivalent Advances.

BA Equivalent Advances. Notwithstanding the foregoing provisions of this ArticleArticle 6, a Non-Non Acceptance Lender shall, in lieu of accepting Bankers’ ' Acceptances, make a BA Equivalent Advance. The amount of each BA Equivalent Advance shall be equal to the Discount Proceeds which would be realized from a hypothetical sale of those Bankers’ ' Acceptances which, but for this Section, such Lender would otherwise be required to accept as part of such a Drawdown, Conversion or Rollover of Bankers’ ' Acceptances. To determine the amount of such Discount Proceeds, the hypothetical sale shall be deemed to take place at the BA Discount Rate for such Loan. Any BA Equivalent Advance shall be made on the relevant Drawdown Date, Rollover Date or Conversion Date as the case may be and shall remain outstanding for the term of the relevant Bankers’ ' Acceptances. Concurrent with the making of a BA Equivalent Advance, a Non-Non Acceptance Lender shall be entitled to deduct therefrom an amount equal to the acceptance fee which, but for this Section, such Lender would otherwise be entitled to receive as part of such Loan. Subject to Section 6.6, upon the maturity date for such Bankers’ ' Acceptances, the Borrower shall pay to each Non-Non Acceptance Lender an amount equal to the face amount at maturity of the Bankers’ ' Acceptances which, but for this Section, such Lender would otherwise be required to accept as part of such a Drawdown, Conversion or Rollover of Bankers’ ' Acceptances as repayment of the amount of its BA Equivalent Advance; for all purposes of this Agreement, the principal amount of each Loan made by way of BA Equivalent Advance plus payment of the interest accrued and payable thereon to such maturity date. All references herein to “Loans” and “Bankers’ Acceptances” shall, unless otherwise expressly provided herein or unless the context otherwise requires, shall be deemed to include be such face amount. All BA Equivalent Advances made by a Non-Acceptance Lender as part shall, if requested by such Lender, be evidenced by promissory notes of a Drawdownthe Borrower in form and substance satisfactory to such Lender, Conversion or Rollover acting reasonably and the provisions of Bankers’ Acceptances.Section

BA Equivalent Advances. Notwithstanding the foregoing provisions of this ArticleSection 6.11, a Non-Acceptance Lender shall, in lieu of accepting Bankers’ Acceptances, make a BA Equivalent Advance. The amount of each BA Equivalent Advance shall be equal to the Discount Proceeds which would be realized from a hypothetical sale of those Bankers’ Acceptances which, but for this Section, such Lender would otherwise be required to accept as part of such a Drawdown, Conversion or Rollover of Bankers’ Acceptances. To determine the amount of such Discount Proceeds, the hypothetical sale shall be deemed to take place at the BA Discount Rate for such Loan. Any BA Equivalent Advance shall be made on the relevant Drawdown Date, Rollover Date or Conversion Date as the case may be and shall remain outstanding for the term of the relevant Bankers’ Acceptances. Concurrent with the making of a BA Equivalent Advance, a Non-Acceptance Lender shall be entitled to deduct therefrom an amount equal to the acceptance fee which, but for this Section, such Lender would otherwise be entitled to receive as part of such Loan. Subject to Section 6.6, upon the maturity date for such Bankers’ Acceptances, the Canadian Borrower shall pay to each Non-Acceptance Lender an amount equal to the face amount at maturity of the Bankers’ Acceptances which, but for this Section, such Lender would otherwise be required to accept as part of such a Drawdown, Conversion or Rollover of Bankers’ Acceptances as repayment of the amount of its BA Equivalent Advance plus payment of the interest accrued and payable thereon to such maturity date as repayment of the amount of its BA Equivalent Advance plus payment of the interest accrued and payable thereon to such maturity date. All BA Equivalent Advances made by a Non-Acceptance Lender shall, if requested by such Xxxxxx, be evidenced by promissory notes of the Canadian Borrower in form and substance satisfactory to such Lender, acting reasonably, and the provisions of Section 6.4 shall apply, mutatis mutandis. All references herein to “Loans” and “Bankers’ Acceptances” shall, unless otherwise expressly provided herein or unless the context otherwise requires, be deemed to include BA Equivalent Advances made by a Non-Acceptance Lender as part of a Drawdown, Conversion or Rollover of Bankers’ Acceptances.

BA Equivalent Advances. Notwithstanding the foregoing provisions of this Article, a Non-Acceptance Lender shall, in lieu of accepting Bankers’ ' Acceptances, make a BA Equivalent Advance. The amount of each BA Equivalent Advance shall be equal to the Discount Proceeds which would be realized from a hypothetical sale of those Bankers’ ' Acceptances which, but for this Section, such Lender would otherwise be required to accept as part of such a Drawdown, Conversion or Rollover of Bankers’ ' Acceptances. To determine the amount of such Discount Proceeds, the hypothetical sale shall be deemed to take place at the BA Discount Rate for such Loan. Any BA Equivalent Advance shall be made on the relevant Drawdown Date, Rollover Date or Conversion Date as the case may be and shall remain outstanding for the term of the relevant Bankers’ ' Acceptances. Concurrent with the making of a BA Equivalent Advance, a Non-Acceptance Lender shall be entitled to deduct therefrom an amount equal to the acceptance fee which, but for this Section, such Lender would otherwise be entitled to receive as part of such Loan. Subject to Section 6.6, upon the maturity date for such Bankers’ ' Acceptances, the Borrower shall pay to each Non-Acceptance Lender an amount equal to the face amount at maturity of the Bankers’ ' Acceptances which, but for this Section, such Lender would otherwise be required to accept as part of such a Drawdown, Conversion or Rollover of Bankers’ Acceptances as repayment of the amount of its BA Equivalent Advance plus payment of the interest accrued and payable thereon to such maturity date' Acceptances. All references herein to “"Loans” " and “"Bankers’ ' Acceptances” " shall, unless otherwise expressly provided herein or unless the context otherwise requires, be deemed to include BA Equivalent Advances made by a Non-Acceptance Lender as part of a Drawdown, Conversion or Rollover of Bankers’ ' Acceptances.

BA Equivalent Advances. Notwithstanding the foregoing provisions of this ArticleArticle 6, a Non-Acceptance Lender shall, in lieu of accepting Bankers’ Acceptances, make a BA Equivalent Advance. The amount of each BA Equivalent Advance shall be equal to the Discount Proceeds which would be realized from a hypothetical sale of those Bankers’ Acceptances which, but for this Section, such Lender would otherwise be required to accept as part of such a Drawdown, Conversion or Rollover of Bankers’ Acceptances. To determine the amount of such Discount Proceeds, the hypothetical sale shall be deemed to take place at the BA Discount Rate for such Loan. Any BA Equivalent Advance shall be made on the relevant Drawdown Date, Rollover Date or Conversion Date as the case may be and shall remain outstanding for the term of the relevant Bankers’ Acceptances. Concurrent with the making of a BA Equivalent Advance, a Non-Acceptance Lender shall be entitled to deduct therefrom an amount equal to the acceptance fee which, but for this Section, such Lender would otherwise be entitled to receive as part of such Loan. Subject to Section 6.6, upon the maturity date for such Bankers’ Acceptances, the Borrower shall pay to each Non-Acceptance Lender an amount equal to the face amount at maturity of the Bankers’ Acceptances which, but for this Section, such Lender would otherwise be required to accept as part of such a Drawdown, Conversion or Rollover of Bankers’ Acceptances as repayment of the amount of its BA Equivalent Advance plus payment of the interest accrued and payable thereon to such maturity date; for all purposes of this Agreement, the principal amount of each Loan made by way of BA Equivalent Advance shall be deemed to be such face amount. All BA Equivalent Advances made by a Non-Acceptance Lender shall, if requested by such Lender, be evidenced by promissory notes of the Borrower in form and substance satisfactory to such Lender, acting reasonably and the provisions of Section 6.4 shall apply, mutatis mutandis. All references herein to “Loans” and “Bankers’ Acceptances” shall, unless otherwise expressly provided herein or unless the context otherwise requires, be deemed to include BA Equivalent Advances made by a Non-Acceptance Lender as part of a Drawdown, Conversion or Rollover of Bankers’ Acceptances.

BA Equivalent Advances. Notwithstanding the foregoing provisions of this Article, a Non-Acceptance Lender shall, in lieu of accepting Bankers’ Acceptances, make a BA Equivalent Advance. The amount of each BA Equivalent Advance shall be equal to the Discount Proceeds which would be realized from a hypothetical sale of those Bankers’ Acceptances which, but for this Section, such Lender would otherwise be required to accept as part of such a Drawdown, Conversion or Rollover of Bankers’ Acceptances. To determine the amount of such Discount Proceeds, the hypothetical sale shall be deemed to take place at the BA Discount Rate for such Loan. Any BA Equivalent Advance shall be made on the relevant Drawdown Date, Rollover Date or Conversion Date as the case may be and shall remain outstanding for the term of the relevant Bankers’ Acceptances. Concurrent with the making of a BA Equivalent Advance, a Non-Acceptance Lender shall be entitled to deduct therefrom an amount equal to the acceptance fee which, but for this Section, such Lender would otherwise be entitled to receive as part of such Loan. Subject to Section 6.6, upon the maturity date for such Bankers’ Acceptances, the Borrower Nexen shall pay to each Non-Acceptance Lender an amount equal to the face amount at maturity of the Bankers’ Acceptances which, but for this Section, such Lender would otherwise be required to accept as part of such a Drawdown, Conversion or Rollover of Bankers’ Acceptances as repayment of the amount of its BA Equivalent Advance plus including payment of the interest accrued and payable thereon to such maturity date. All references herein to “Loans” and “Bankers’ Acceptances” shall, unless otherwise expressly provided herein or unless the context otherwise requires, be deemed to include BA Equivalent Advances made by a Non-Acceptance Lender as part of a Drawdown, Conversion or Rollover of Bankers’ Acceptances.

BA Equivalent Advances. Notwithstanding the foregoing provisions of this ArticleSection 3.5, a Non-Acceptance Lender shall, in lieu of accepting Bankers’ Acceptances, make a BA Equivalent Advance. The amount of each BA Equivalent Advance shall be equal to the Discount Proceeds which would be realized from a hypothetical sale of those Bankers’ Acceptances which, but for this SectionSection 3.5(i), such Lender would otherwise be required to accept as part of such a Drawdown, Conversion or Rollover an Accommodation by way of Bankers’ Acceptances. To determine the amount of such Discount Proceeds, the hypothetical sale shall be deemed to take place at the BA Non-Acceptance Discount Rate for such LoanRate. Any BA Equivalent Advance shall be made on the relevant Drawdown Date, Rollover Conversion Date or Conversion Date Rollover Date, as the case may be and shall remain outstanding for the term of the relevant Bankers’ AcceptancesAcceptances issued concurrently therewith. Concurrent Concurrently with the making of a BA Equivalent Advance, a Non-Acceptance Lender shall be entitled to deduct therefrom an amount equal to the acceptance fee which, but for this SectionSection 3.5(i), such Lender would otherwise be entitled to receive as part of such Loanissue of Bankers’ Acceptances. Subject The BA Equivalent Advance shall accrue interest at a rate per annum equal to Section 6.6, upon the Non-Acceptance Discount Rate for such Bankers’ Acceptance for the term of such BA Equivalent Advance. Upon the maturity date for such Bankers’ Acceptances, the Borrower shall pay to each Non-Acceptance Lender Lender, in satisfaction of the BA Equivalent Advance and interest accrued thereon, an amount equal to the face amount at maturity of the Bankers’ Acceptances Acceptance which, but for this SectionSection 3.5(i), such Lender would otherwise be have been required to accept as part of such a Drawdown, Conversion or Rollover Accommodation by way of Bankers’ Acceptances as repayment Acceptance, failing which such amount shall be converted to a Cdn. Prime Loan. All BA Equivalent Advances made by a Non-Acceptance Lender shall, if requested by such Lender, be evidenced by promissory notes of the amount of its BA Equivalent Advance plus payment of Borrower in form and substance satisfactory to the interest accrued Borrower and payable thereon to such maturity dateLender, each acting reasonably. All references herein to “Loans” and “Bankers’ Acceptances” shall, unless otherwise expressly provided herein or unless the context otherwise requires, be deemed to include BA Equivalent Advances made by a Non-Acceptance Lender as part of a Drawdown, Conversion or Rollover an Accommodation by way of Bankers’ Acceptances.

BA Equivalent Advances. Notwithstanding Section 3.5(a)(ii), the foregoing provisions of this ArticleSection 3.6, and any other provision hereof to the contrary, a Non-Acceptance Lender shall, in lieu of accepting Bankers’ ' Acceptances, make a BA Equivalent Advance. The amount of each BA Equivalent Advance shall be equal to the Discount Proceeds which would be realized from a hypothetical sale of those Bankers’ ' Acceptances which, but for this SectionSection 3.6(h), such Lender would otherwise be required to accept and purchase as part of such a Drawdown, Conversion or Rollover Borrowing by way of Bankers’ ' Acceptances. To determine the amount of such Discount Proceeds, the hypothetical sale shall be deemed to take place at the BA Non-Acceptance Discount Rate for such LoanRate. Any BA Equivalent Advance shall be made on the relevant Drawdown Date, Rollover Conversion Date or Conversion Date Rollover Date, as the case may be be, and shall remain outstanding for the term of the relevant Bankers’ Acceptances' Acceptances issued concurrently therewith. Concurrent Concurrently with the making of a BA Equivalent Advance, a Non-Non- Acceptance Lender shall be entitled to deduct therefrom an amount equal to the acceptance fee BA Acceptance Fee which, but for this SectionSection 3.6(h), such Lender would otherwise be entitled to receive as part of such Loanissue of Bankers' Acceptances. Subject The BA Equivalent Advance shall accrue interest at a rate per annum equal to Section 6.6, upon the Non-Acceptance Discount Rate for such Bankers' Acceptance for the term of such BA Equivalent Advance. Upon the maturity date for such Bankers’ ' Acceptances, the Borrower shall pay to each Non-Acceptance Lender Lender, in satisfaction of the BA Equivalent Advance and interest accrued thereon, an amount equal to the face amount at maturity of the Bankers’ Acceptances ' Acceptance which, but for this SectionSection 3.6(h), such Lender would otherwise be have been required to accept as part of such a Drawdown, Conversion or Rollover Borrowing by way of Bankers’ Acceptances as repayment ' Acceptance, failing which such amount shall be converted to a Prime Loan. All BA Equivalent Advances made by a Non-Acceptance Lender shall, if requested by such Lender, be evidenced by promissory notes of the amount of its BA Equivalent Advance plus payment of the interest accrued Borrower in form and payable thereon substance satisfactory to such maturity dateLender, acting reasonably. All references herein to “Loans” and “"Bankers’ ' Acceptances” " shall, unless otherwise expressly provided herein or unless the context otherwise requires, be deemed to include BA Equivalent Advances made by a Non-Acceptance Lender as part of a Drawdown, Conversion or Rollover Borrowing by way of Bankers’ ' Acceptances.. As a condition precedent to each Non-Acceptance Lender's obligation to make a BA Equivalent Advance hereunder, the Borrower agrees to the Power of Attorney Terms - BA Equivalent Advances set out in Schedule "G" and hereby grants to each Non-Acceptance Lender a power of attorney on the terms set out in Schedule "G", provided that if the Borrower revokes such power of attorney, it shall not be entitled to obtain BA Equivalent Advances (or issue Bankers' Acceptances) unless the Borrower, the Administrative Agent and all of the Non-Acceptance Lenders have agreed on amendments to this Agreement which would again allow the Borrower to obtain BA Equivalent Advances. 9617679.9

BA Equivalent Advances. Notwithstanding the foregoing other provisions of this ArticleArticle 4, a Non-Acceptance BA Lender shall, in lieu of accepting and purchasing Bankers’ Acceptances, make a BA Equivalent Advance. The amount of each BA Equivalent Advance shall be equal to the BA Discount Proceeds which would be realized from a hypothetical sale of those Bankers’ Acceptances which, but for this Section, to such Non-BA Lender which such Lender would otherwise be required to accept and purchase as part of such a Drawdown, Conversion or Rollover of Bankers’ AcceptancesBA Issue. To determine the amount of such BA Discount Proceeds, the hypothetical sale shall be deemed to take place at the BA Discount Rate and using the BA Period for such LoanBA Issue. Any BA Equivalent Advance shall be made on the relevant Drawdown Date, Rollover Conversion Date or Conversion Date Rollover Date, as the case may be be, and shall remain outstanding for the term of the relevant Drawdown of, Conversion into or Rollover of Bankers’ AcceptancesAcceptances issued concurrently therewith. Concurrent Concurrently with the making of a BA Equivalent Advance, a Non-Acceptance BA Lender shall be entitled to deduct therefrom an amount equal to the acceptance fee which, but for this Section, BA Stamping Fee which such Lender would otherwise be entitled to receive pursuant to Section 3.4 as part of such LoanBA Issue if such Lender was accepting Bankers’ Acceptances, based on the amount payable on the maturity date of such BA Equivalent Advance. Subject BA Equivalent Advances shall accrue interest at a per annum rate equal to Section 6.6, upon the BA Discount Rate for the term of the BA Equivalent Advance. Upon the maturity date for such Bankers’ Acceptances, the Borrower shall pay to each Non-Acceptance Lender BA Lender, in satisfaction of the BA Equivalent Advance and interest accrued thereon, an amount equal to the face amount at maturity of the Bankers’ Acceptances Acceptance which, but for this SectionSection 4.6, such Lender would otherwise be have been required to accept as part of such a Drawdown, Conversion or Rollover of Bankers’ Acceptances as repayment of the amount of its BA Equivalent Advance plus payment of the interest accrued and payable thereon to such maturity dateaccept. All references herein in this Agreement to “Loans” and ”, “Bankers’ Acceptances” and “BA Issue” shall, unless otherwise expressly provided herein or unless the context otherwise requires, be deemed to include BA Equivalent Advances made by a Non-Acceptance BA Lender as part of a DrawdownDrawdown of, Conversion into or Rollover of Bankers’ Acceptances. Each such Advance may be evidenced by a Discount Note executed by the Borrower.

BA Equivalent Advances. Notwithstanding the foregoing other provisions of this ArticleArticle 4, a Non-Acceptance BA Lender shall, in lieu of accepting and purchasing Bankers’ ' Acceptances, make a BA Equivalent Advance. The amount of each BA Equivalent Advance shall be equal to the BA Discount Proceeds which would be realized from a hypothetical sale of those Bankers’ ' Acceptances which, but for this Section, to such Non-BA Lender which such Lender would otherwise be required to accept and purchase as part of such a Drawdown, Conversion or Rollover of Bankers’ AcceptancesBA Issue. To determine the amount of such BA Discount Proceeds, the hypothetical sale shall be deemed to take place at the BA Discount Rate and using the BA Period for such LoanBA Issue. Any BA Equivalent Advance shall be made on the relevant Drawdown Conversion Date or Rollover Date, Rollover Date or Conversion Date as the case may be be, and shall remain outstanding for the term of the relevant Conversion into or Rollover of Bankers’ Acceptances' Acceptances issued concurrently therewith. Concurrent Concurrently with the making of a BA Equivalent Advance, a Non-Acceptance BA Lender shall be entitled to deduct therefrom an amount equal to the acceptance fee which, but for this Section, BA Stamping Fee which such Lender would otherwise be entitled to receive pursuant to Section 3.4 as part of such LoanBA Issue if such Lender was accepting Bankers' Acceptances, based on the amount payable on the Rollover Date of such BA Equivalent Advance. Subject BA Equivalent Advances shall accrue interest at a per annum rate equal to Section 6.6, upon the maturity date BA Discount Rate for the term of the BA Equivalent Advance. Upon the Rollover Date for such Bankers’ ' Acceptances, the Borrower shall pay to each Non-Acceptance Lender BA Lender, in satisfaction of the BA Equivalent Advance and interest accrued thereon, an amount equal to the face amount at maturity Face Amount of the Bankers’ Acceptances ' Acceptance which, but for this SectionSection 4.7, such Lender would otherwise be have been required to accept as part of such a Drawdown, Conversion or Rollover of Bankers’ Acceptances as repayment of the amount of its BA Equivalent Advance plus payment of the interest accrued and payable thereon to such maturity dateaccept. All references herein in this Agreement to “"Loans” ", "Bankers' Acceptances" and “Bankers’ Acceptances” "BA Issue" shall, unless otherwise expressly provided herein or unless the context otherwise requires, be deemed to include BA Equivalent Advances made by a Non-Acceptance BA Lender as part of a Drawdown, Conversion into or Rollover of Bankers’ ' Acceptances. Each such Advance may be evidenced by a Discount Note executed by the Borrower.

BA Equivalent Advances. Notwithstanding the foregoing other provisions of this ArticleArticle 4, a Non-Acceptance BA Lender shall, in lieu of accepting and purchasing Bankers’ Acceptances, make a BA Equivalent Advance. The amount of each BA Equivalent Advance shall be equal to the BA Discount Proceeds which would be realized from a hypothetical sale of those Bankers’ Acceptances which, but for this Section, to such Non-BA Lender which such Lender would otherwise be required to accept and purchase as part of such a Drawdown, Conversion or Rollover of Bankers’ AcceptancesBA Issue. To determine the amount of such BA Discount Proceeds, the hypothetical sale shall be deemed to take place at the BA Discount Rate and using the BA Period for such LoanBA Issue. Any BA Equivalent Advance shall be made on the relevant Drawdown Date, Rollover Conversion Date or Conversion Date Rollover Date, as the case may be be, and shall remain outstanding for the term of the relevant Drawdown of, Conversion into or Rollover of Bankers’ AcceptancesAcceptances issued concurrently therewith. Concurrent Concurrently with the making of a BA Equivalent Advance, a Non-Acceptance BA Lender shall be entitled to deduct therefrom an amount equal to the acceptance fee which, but for this Section, BA Stamping Fee which such Lender would otherwise be entitled to receive pursuant to Section 3.4 as part of such LoanBA Issue if such Lender was accepting Bankers’ Acceptances, based on the amount payable on the maturity date of such BA Equivalent Advance. Subject BA Equivalent Advances shall accrue interest at a per annum rate equal to Section 6.6, upon the BA Discount Rate for the term of the BA Equivalent Advance. Upon the maturity date for such Bankers’ Acceptances, the Borrower shall pay to each Non-Acceptance Lender BA Lender, in satisfaction of the BA Equivalent Advance and interest accrued thereon, an amount equal to the face amount at maturity of the Bankers’ Acceptances Acceptance which, but for this SectionSection 4.6, such Lender would otherwise be have been required to accept as part of such a Drawdown, Conversion or Rollover of Bankers’ Acceptances as repayment of the amount of its BA Equivalent Advance plus payment of the interest accrued and payable thereon to such maturity dateaccept. All references herein in this Agreement to “Loans” and ”, “Bankers’ Acceptances” and “BA Issue” shall, unless otherwise expressly provided herein or unless the context otherwise requires, be deemed to include BA Equivalent Advances made by a Non-Acceptance BA Lender as part of a DrawdownDrawdown of, Conversion into or Rollover of Bankers’ Acceptances.

BA Equivalent Advances. Notwithstanding the foregoing provisions of this Article, a Non-Acceptance Lender shall, in lieu of accepting Bankers’ Acceptances, make a BA Equivalent Advance. The amount of each BA Equivalent Advance shall be equal to the BA Discount Proceeds which would be realized from a hypothetical sale of those Bankers’ Acceptances which, but for this Section, such Lender would otherwise be required to accept as part of such a Drawdownborrowing, Conversion or Rollover of Bankers’ Acceptances. To determine the amount of such BA Discount Proceeds, the hypothetical sale shall be deemed to take place at the BA Discount Rate for such Loan. Any BA Equivalent Advance shall be made on the relevant Drawdown Funding Date, or Rollover Date or Conversion Date date as the case may be and shall remain outstanding for the term of the relevant Bankers’ Acceptances. Concurrent with the making of a BA Equivalent Advance, a Non-Acceptance Lender shall be entitled to deduct therefrom an amount equal to the acceptance stamping fee which, but for this Section, such Lender would otherwise be entitled to receive as part of such Loan. Subject to Section 6.6, upon Upon the maturity date for such Bankers’ Acceptances, the Borrower Company shall pay to each Non-Acceptance Lender an amount equal to the face amount at maturity of the Bankers’ Acceptances which, but for this Section, which such Lender would otherwise be required to accept have accepted as part of such Loan if it was not a Drawdown, Conversion or Rollover of Bankers’ Acceptances as repayment of the amount of its BA Equivalent Advance plus payment of the interest accrued and payable thereon to such maturity dateNon-Acceptance Lender. All references herein to “Loans” and “Bankers’ Acceptances” shall, unless otherwise expressly provided herein or unless the context otherwise requires, be deemed to include BA Equivalent Advances made by a Non-Acceptance Lender as part of a Drawdownborrowing, Conversion or Rollover of Bankers’ Acceptances.

BA Equivalent Advances. Notwithstanding Section 3.5(a)(ii), the foregoing provisions of this ArticleSection 3.6, and any other provision hereof to the contrary, a Non-Acceptance Lender shall, in lieu of accepting Bankers’ Acceptances, make a BA Equivalent Advance. The amount of each BA Equivalent Advance shall be equal to the Discount Proceeds which would be realized from a hypothetical sale of those Bankers’ Acceptances which, but for this SectionSection 3.6(h), such Lender would otherwise be required to accept and purchase as part of such a Drawdown, Conversion or Rollover Borrowing by way of Bankers’ Acceptances. To determine the amount of such Discount Proceeds, the hypothetical sale shall be deemed to take place at the BA Non-Acceptance Discount Rate for such LoanRate. Any BA Equivalent Advance shall be made on the relevant Drawdown Date, Rollover Conversion Date or Conversion Date Rollover Date, as the case may be be, and shall remain outstanding for the term of the relevant Bankers’ AcceptancesAcceptances issued concurrently therewith. Concurrent Concurrently with the making of a BA Equivalent Advance, a Non-Acceptance Lender shall be entitled to deduct therefrom an amount equal to the acceptance fee BA Acceptance Fee which, but for this SectionSection 3.6(h), such Lender would otherwise be entitled to receive as part of such Loanissue of Bankers’ Acceptances. Subject The BA Equivalent Advance shall accrue interest at a rate per annum equal to Section 6.6, upon the Non-Acceptance Discount Rate for such Bankers’ Acceptance for the term of such BA Equivalent Advance. Upon the maturity date for such Bankers’ Acceptances, the Borrower shall pay to each Non-Acceptance Lender Lender, in satisfaction of the BA Equivalent Advance and interest accrued thereon, an amount equal to the face amount at maturity of the Bankers’ Acceptances Acceptance which, but for this SectionSection 3.6(h), such Lender would otherwise be have been required to accept as part of such a Drawdown, Conversion or Rollover Borrowing by way of Bankers’ Acceptances as repayment Acceptance, failing which such amount shall be converted to a Prime Loan. All BA Equivalent Advances made by a Non-Acceptance Lender shall, if requested by such Lender, be evidenced by promissory notes of the amount of its BA Equivalent Advance plus payment of the interest accrued Borrower in form and payable thereon substance satisfactory to such maturity dateLender, acting reasonably. All references herein to “Loans” and “Bankers’ Acceptances” shall, unless otherwise expressly provided herein or unless the context otherwise requires, be deemed to include BA Equivalent Advances made by a Non-Acceptance Lender as part of a Drawdown, Conversion or Rollover Borrowing by way of Bankers’ Acceptances. As a condition precedent to each Non-Acceptance Xxxxxx’s obligation to make a BA Equivalent Advance hereunder, the Borrower agrees to the Power of Attorney Terms - BA Equivalent Advances set out in Schedule “G” and hereby grants to each Non-Acceptance Lender a power of attorney on the terms set out in Schedule “G”, provided that if the Borrower revokes such power of attorney, it shall not be entitled to obtain BA Equivalent Advances (or issue Bankers’ Acceptances) unless the Borrower, the Administrative Agent and all of the Non-Acceptance Lenders have agreed on amendments to this Agreement which would again allow the Borrower to obtain BA Equivalent Advances.

BA Equivalent Advances. Notwithstanding the foregoing provisions of this ArticleArticle , a Non-Non Acceptance Lender shall, in lieu of accepting Bankers’ ' Acceptances, make a BA Equivalent Advance. The amount of each BA Equivalent Advance shall be equal to the Discount Proceeds which would be realized from a hypothetical sale of those Bankers’ ' Acceptances which, but for this Section, such Lender would otherwise be required to accept as part of such a Drawdown, Conversion or Rollover of Bankers’ ' Acceptances. To determine the amount of such Discount Proceeds, the hypothetical sale shall be deemed to take place at the BA Discount Rate for such Loan. Any BA Equivalent Advance shall be made on the relevant Drawdown Date, Rollover Date or Conversion Date as the case may be and shall remain outstanding for the term of the relevant Bankers’ ' Acceptances. Concurrent with the making of a BA Equivalent Advance, a Non-Non Acceptance Lender shall be entitled to deduct therefrom an amount equal to the acceptance fee which, but for this Section, such Lender would otherwise be entitled to receive as part of such Loan. Subject to Section 6.6, upon the maturity date for such Bankers’ ' Acceptances, the Borrower shall pay to each Non-Non Acceptance Lender an amount equal to the face amount at maturity of the Bankers’ ' Acceptances which, but for this Section, such Lender would otherwise be required to accept as part of such a Drawdown, Conversion or Rollover of Bankers’ ' Acceptances as repayment of the amount of its BA Equivalent Advance plus payment of the interest accrued and payable thereon to such maturity date. All references herein to “"Loans” " and “"Bankers’ ' Acceptances” " shall, unless otherwise expressly provided herein or unless the context otherwise requires, be deemed to include BA Equivalent Advances made by a Non-Non Acceptance Lender as part of a Drawdown, Conversion or Rollover of Bankers’ ' Acceptances.

BA Equivalent Advances. Notwithstanding In the foregoing provisions event a Canadian Lender is unable to accept Banker's Acceptances other than under the circumstances set forth in Section 2.18(d), such Canadian Lender shall have the right at the time of this Article, accepting drafts to require the Canadian Borrower to accept a Non-Acceptance Canadian Advance in Canadian Dollars from such Canadian Lender shall, in lieu of accepting Bankers’ Acceptances, make the issue and acceptance of a Banker's Acceptance (a "BA Equivalent Advance") requested by the Canadian Borrower to be accepted so that there shall be outstanding while the Banker's Acceptances are outstanding BA Equivalent Advances from such Canadian Lender as contemplated herein. The principal amount of each BA Equivalent Advance shall be that amount which, when added to the face amount of interest (calculated at the applicable Discount Rate) which will accrue during the BA Equivalent Interest Period shall be equal, at maturity, to the face amount of the drafts which would have been accepted by such applicable Canadian Lender had it accepted Banker's Acceptances (it being the intention of the parties that each such BA Equivalent Advance have the same economic consequences for the Canadian Lenders and the Canadian Borrower as the Banker's Acceptance which such BA Equivalent Advance replaces). The "BA Equivalent Interest Period" for each BA Equivalent Advance shall be equal to the Discount Proceeds which would be realized from a hypothetical sale term of those Bankers’ the drafts presented for acceptance as Banker's Acceptances which, but for this Section, such Lender would otherwise be required to accept as part of such a Drawdown, Conversion or Rollover of Bankers’ Acceptances. To determine the amount of such Discount Proceeds, the hypothetical sale shall be deemed to take place at the BA Discount Rate for such Loan. Any BA Equivalent Advance shall be made on the relevant Drawdown Date, Rollover Date or Conversion Date as the case may be and shall remain outstanding for the term date of Borrowing. On the relevant Bankers’ Acceptances. Concurrent with date of Borrowing, the making of Canadian Borrower shall pay to the Canadian Agent a fee equal to the Acceptance Fee which would have been payable to such Canadian Lender if it were a Canadian Lender accepting drafts having a term to maturity equal to the applicable BA Equivalent Advance, a Non-Acceptance Lender shall be entitled to deduct therefrom Interest Period and an aggregate face amount equal to the acceptance fee which, but for this Section, such Lender would otherwise be entitled to receive as part of such Loan. Subject to Section 6.6, upon the maturity date for such Bankers’ Acceptances, the Borrower shall pay to each Non-Acceptance Lender an amount equal to the face amount at maturity sum of the Bankers’ Acceptances which, but for this Section, such Lender would otherwise be required to accept as part of such a Drawdown, Conversion or Rollover of Bankers’ Acceptances as repayment principal amount of the amount of its BA Equivalent Advance plus payment of and the interest accrued and payable thereon to such maturity date. All references herein to “Loans” and “Bankers’ Acceptances” shall, unless otherwise expressly provided herein or unless by the context otherwise requires, be deemed to include Canadian Borrower for the applicable BA Equivalent Advances made by a Non-Acceptance Lender as part Interest Period. The provisions of a Drawdownthis Agreement dealing with Banker's Acceptances shall apply, Conversion or Rollover of Bankers’ Acceptancesmutatis mutandis, to BA Equivalent Advances.

BA Equivalent Advances. Notwithstanding the foregoing provisions of this ArticleArticle 5, a Non-Acceptance Lender shall, in lieu of accepting Bankers’ Acceptances, make a BA Equivalent Advance. The amount of each BA Equivalent Advance shall be equal to the BA Discount Proceeds which would be realized from a hypothetical sale of those Bankers’ Acceptances which, but for this SectionSection 5.9, such Lender would otherwise be required to accept as part of such a Drawdown, Conversion or Rollover of Bankers’ Acceptances. To determine the amount of such BA Discount Proceeds, the hypothetical sale shall be deemed to take place at the BA Discount Rate for such Loan. Any BA Equivalent Advance shall be made on the relevant Drawdown Date, Rollover Date or Conversion Date as the case may be and shall remain outstanding for the term of the relevant Bankers’ Acceptances. Concurrent with the making of a BA Equivalent Advance, a Non-Non- Acceptance Lender shall be entitled to deduct therefrom an amount equal to the acceptance fee which, but for this SectionSection 5.9, such Lender would otherwise be entitled to receive as part of such Loan. Subject to Section 6.65.4, upon the maturity date for such Bankers’ Acceptances, the Principal Borrower shall pay to each Non-Acceptance Lender an amount equal to the face amount at maturity of the Bankers’ Acceptances which, but for this Section, such Lender would otherwise be required to accept as part of such a Drawdown, Conversion or Rollover of Bankers’ ' Acceptances as repayment of the amount of its BA Equivalent Advance; for all purposes of this Agreement, the principal amount of each Loan made by way of BA Equivalent Advance plus payment of the interest accrued and payable thereon shall be deemed to be such maturity dateface amount. All BA Equivalent Advances made by a Non-Acceptance Lender shall, if requested by such Lender, be evidenced by a Discount Note. All references herein to “Loans” and “Bankers’ Acceptances” shall, unless otherwise expressly provided herein or unless the context otherwise requires, be deemed to include BA Equivalent Advances made by a Non-Acceptance Lender as part of a Drawdown, Conversion or Rollover of Bankers’ Acceptances.

BA Equivalent Advances. Notwithstanding the foregoing provisions of this Article, a Non-Acceptance Lender shall, in lieu of accepting Bankers’ Acceptances, make a BA Equivalent Advance. The amount of each BA Equivalent Advance shall be equal to the BA Discount Proceeds which would be realized from a hypothetical sale of those Bankers’ Acceptances which, but for this Section, such Lender would otherwise be required to accept as part of such a Drawdown, Conversion or Rollover of Bankers’ Acceptances. To determine the amount of such BA Discount Proceeds, the hypothetical sale shall be deemed to take place at the BA Discount Rate for such Loan. Any BA Equivalent Advance shall be made on the relevant Drawdown Date, Rollover Date or Conversion Date as the case may be and shall remain outstanding for the term of the relevant Bankers’ Acceptances. Concurrent with the making of a BA Equivalent Advance, a Non-Acceptance Lender shall be entitled to deduct therefrom an amount equal to the acceptance fee which, but for this Section, such Lender would otherwise be entitled to receive as part of such Loan. Subject to Section 6.6, upon Upon the maturity date for such Bankers’ Acceptances, the Borrower shall pay to each Non-Acceptance Lender an amount equal to the face amount at maturity of the Bankers’ Acceptances which, but for this Section, which such Lender would otherwise be required to accept have accepted as part of such Loan if it was not a Drawdown, Conversion or Rollover of Bankers’ Acceptances as repayment of the amount of its BA Equivalent Advance plus payment of the interest accrued and payable thereon to such maturity date. All references herein to “Loans” and “Bankers’ Acceptances” shall, unless otherwise expressly provided herein or unless the context otherwise requires, be deemed to include BA Equivalent Advances made by a Non-Acceptance Lender as part of a Drawdown, Conversion or Rollover of Bankers’ Acceptances.Non-

BA Equivalent Advances. Notwithstanding the foregoing provisions of this Article, a Non-Acceptance Lender shall, in lieu of accepting Bankers’ Acceptances, make a BA Equivalent Advance. The amount of each BA Equivalent Advance shall be equal to the Discount Proceeds which would be realized from a hypothetical sale of those Bankers’ Acceptances which, but for this Section, such Lender would otherwise be required to accept as part of such a Drawdown, Conversion or Rollover of Bankers’ Acceptances. To determine the amount of such Discount Proceeds, the hypothetical sale shall be deemed to take place at the BA Discount Rate for such Loan. Any BA Equivalent Advance shall be made on the relevant Drawdown Date, Rollover Date or Conversion Date as the case may be and shall remain outstanding for the term of the relevant Bankers’ Acceptances. Concurrent with the making of a BA Equivalent Advance, a Non-Acceptance Lender shall be entitled to deduct therefrom an amount equal to the acceptance fee calculated in accordance with Section 6.2 which, but for this Section, such Lender would otherwise be entitled to receive as part of such Loan. Subject to Section 6.6, upon the maturity date for such Bankers’ AcceptancesBA Equivalent Advance, the Canadian Borrower shall pay to each Non-Acceptance Lender an amount equal to the face amount at maturity of the Bankers’ Acceptances which, but for this Section, such Lender would otherwise be required to accept as part of such a Drawdown, Conversion or Rollover of Bankers’ Acceptances as repayment of the amount of its BA Equivalent Advance plus payment of the interest accrued and payable thereon to such maturity date. All references herein to “Loans” and “Bankers’ Acceptances” shall, unless otherwise expressly provided herein or unless the context otherwise requires, be deemed to include BA Equivalent Advances made by a Non-Acceptance Lender as part of a Drawdown, Conversion or Rollover of Bankers’ Acceptances.