Common use of BA Equivalent Loans Clause in Contracts

BA Equivalent Loans. Notwithstanding the other provisions of this Article 4, a Non-BA Lender shall, in lieu of accepting and, if applicable, purchasing Bankers’ Acceptances, make a BA Equivalent Loan. The amount of each BA Equivalent Loan shall be equal to the Discount Proceeds which would be realized from a hypothetical sale of those Bankers’ Acceptances to such Non-BA Lender which such Lender would otherwise be required to accept and, if applicable, purchase as part of such a Bankers’ Acceptance issue. To determine the amount of such Discount Proceeds, the hypothetical sale shall be deemed to take place at the Discount Rate and using the applicable term of such Bankers’ Acceptance issue. Any BA Equivalent Loan shall be made on the relevant Drawdown Date, Conversion Date or Rollover Date, as the case may be, and shall remain outstanding for the term of the relevant Accommodation of Bankers’ Acceptances issued concurrently therewith. Concurrently with the making of a BA Equivalent Loan, a Non-BA Lender shall be entitled to deduct therefrom an amount equal to the Stamping Fee which such Lender would otherwise be entitled to receive pursuant to Section 3.1(d) as part of such issuance of Bankers’ Acceptances if such Lender was accepting Bankers’ Acceptances, based on the amount payable on the maturity date of such BA Equivalent Loan. Upon the maturity date for such Bankers’ Acceptances, the Borrower shall pay to each Non-BA Lender in satisfaction of the BA Equivalent Loan and interest accrued thereon, an amount equal to the face amount of the Bankers’ Acceptance which, but for this Section 4.5, such Non-BA Lender would have been required to accept. Interest shall accrue on an Advance under a BA Equivalent Loan at a rate per annum equal to the Discount Rate for the term of the BA Equivalent Loan. All references in this Agreement to “Loans” and “Bankers’ Acceptances” shall, unless otherwise expressly provided herein or unless the context otherwise requires, be deemed to include BA Equivalent Loans made or to be made by a Non-BA Lender as part of any Accommodation of Bankers’ Acceptances. Each such Loan shall be evidenced by a Discount Note executed by the Borrower made in favour of the relevant Non-BA Lender.

BA Equivalent Loans. Notwithstanding the other foregoing provisions of this Article 4Section 3.5, a Non-BA Acceptance Lender shall, in lieu of accepting and, if applicable, and purchasing Bankers’ Acceptances, make a BA Equivalent Loan. The amount of each BA Equivalent Loan shall be equal to the Discount Proceeds which would be realized from a hypothetical sale of those Bankers’ Acceptances to such Non-BA Lender which such Lender would otherwise be required to accept and, if applicable, and purchase as part of such a Drawdown, Conversion or Rollover of Bankers’ Acceptance issueAcceptances. To determine the amount of such Discount Proceeds, the hypothetical sale shall be deemed to take place at the Non-Acceptance Discount Rate and using the applicable term of for such Bankers’ Acceptance issueBorrowing. Any BA Equivalent Loan shall be made on the relevant Drawdown Date, Borrowing Conversion Date or Borrowing Rollover Date, as the case may be, and shall remain outstanding for the term of the relevant Accommodation of Drawdown of, Conversion into or Rollover of, Bankers’ Acceptances issued concurrently therewithAcceptances. Concurrently with the making of a BA Equivalent Loan, a Non-BA Acceptance Lender shall be entitled to deduct therefrom an amount equal to the Stamping Fee stamping fees which such Lender would otherwise be entitled to receive pursuant to Section 3.1(d) 5.4 as part of such issuance of Borrowing if such Borrowing was a Bankers’ Acceptances if such Lender was accepting Bankers’ AcceptancesAcceptance, based on the amount payable (including interest) on the maturity date of such BA Equivalent Loan. Upon the maturity date for such Bankers’ Acceptances, the Borrower shall pay to each Non-BA Acceptance Lender in satisfaction respect of the that Non-Acceptance Lender’s BA Equivalent Loan and interest accrued thereon, an amount equal to the face amount of the Bankers’ Acceptance which, but for this Section 4.5, such Acceptances which that Non-BA Acceptance Lender would have been required to accept. Interest shall accrue on an Advance under a BA Equivalent Loan accepted and purchased at a rate per annum equal to the Non-Acceptance Discount Rate for the term of the BA Equivalent Loansuch Borrowing had that Non-Acceptance Lender been a Schedule I Bank, Schedule II Bank or Schedule III Bank. All references in this Agreement to “LoansBorrowings” and “Bankers’ Acceptances” shall, unless otherwise expressly provided herein or unless the context otherwise requires, be deemed to include BA Equivalent Loans made or to be made by a Non-BA Acceptance Lender as part of any Accommodation a Drawdown of, Conversion into or Rollover of Bankers’ Acceptances. Each such Loan shall be evidenced by a Discount Note executed by the Borrower made in favour of the relevant Non-BA Lender.

BA Equivalent Loans. Notwithstanding the other provisions of this Article 4, a Non-BA Lender shall, in lieu of accepting and, if applicable, purchasing Bankers’ ' Acceptances, make a BA Equivalent Loan. The amount of each BA Equivalent Loan shall be equal to the Discount Proceeds which would be realized from a hypothetical sale of those Bankers’ ' Acceptances to such Non-BA Lender which such Lender would otherwise be required to accept and, if applicable, purchase as part of such a Bankers’ ' Acceptance issue. To determine the amount of such Discount Proceeds, the hypothetical sale shall be deemed to take place at the Discount Rate and using the applicable term of such Bankers’ ' Acceptance issue. Any BA Equivalent Loan shall be made on the relevant Drawdown Date, Conversion Date or Rollover Date, as the case may be, and shall remain outstanding for the term of the relevant Accommodation Drawdown of, Conversion into or Rollover of Bankers’ ' Acceptances issued concurrently therewith. Concurrently with the making of a BA Equivalent Loan, a Non-BA Lender shall be entitled to deduct therefrom an amount equal to the Stamping Fee which such Lender would otherwise be entitled to receive pursuant to Section 3.1(d) as part of such issuance of Bankers’ ' Acceptances if such Lender was accepting Bankers’ ' Acceptances, based on the amount payable on the maturity date of such BA Equivalent Loan. Upon the maturity date for such Bankers’ ' Acceptances, the Borrower shall pay to each Non-BA Lender in satisfaction of the BA Equivalent Loan and interest accrued thereon, an amount equal to the face amount of the Bankers’ ' Acceptance which, but for this Section 4.5, such Non-BA Lender would have been required to accept. Interest shall accrue on an Advance under a BA Equivalent Loan at a rate per annum equal to the Discount Rate for the term of the BA Equivalent Loan. All references in this Agreement to “"Loans” " and “"Bankers’ ' Acceptances” " shall, unless otherwise expressly provided herein or unless the context otherwise requires, be deemed to include BA Equivalent Loans made or to be made by a Non-BA Lender as part of any Accommodation a Drawdown of, Conversion into or Rollover of Bankers’ ' Acceptances. Each If required by a Non-BA Lender, each such Loan shall be evidenced by a Discount Note executed by the Borrower made in favour of the relevant Non-BA Lender.

BA Equivalent Loans. Notwithstanding the other provisions of this Article 4, a Non-BA Lender shall, in lieu of accepting and, if applicable, purchasing Bankers’ Acceptances, make a BA Equivalent Loan. The amount of each BA Equivalent Loan shall be equal to the Discount Proceeds which would be realized from a hypothetical sale of those Bankers’ Acceptances to such Non-BA Lender which such Lender would otherwise be required to accept and, if applicable, purchase as part of such a Bankers’ Acceptance issue. To determine the amount of such Discount Proceeds, the hypothetical sale shall be deemed to take place at the Discount Rate and using the applicable term of such Bankers’ Acceptance issue. Any BA Equivalent Loan shall be made on the relevant Drawdown Date, Conversion Date or Rollover Date, as the case may be, and shall remain outstanding for the term of the relevant Accommodation of Bankers’ Acceptances issued concurrently therewith. Concurrently with the making of a BA Equivalent Loan, a Non-BA Lender shall be entitled to deduct therefrom an amount equal to the Stamping Fee which such Lender would otherwise be entitled to receive pursuant to Section 3.1(d) as part of such issuance of Bankers’ Acceptances if such Lender was accepting Bankers’ Acceptances, based on the amount payable on the maturity date of such BA Equivalent Loan. Upon the maturity date for such Bankers’ Acceptances, the Borrower shall pay to each Non-BA Lender in satisfaction of the BA Equivalent Loan and interest accrued thereon, an amount equal to the face amount of the Bankers’ Acceptance which, but for this Section 4.54.6, such Non-BA Lender would have been required to accept. Interest shall accrue on an Advance under a BA Equivalent Loan at a rate per annum equal to the Discount Rate for the term of the BA Equivalent Loan. All references in this Agreement to “Loans” and “Bankers’ Acceptances” shall, unless otherwise expressly provided herein or unless the context otherwise requires, be deemed to include BA Equivalent Loans made or to be made by a Non-BA Lender as part of any Accommodation of Bankers’ Acceptances. Each such Loan shall be evidenced by a Discount Note executed by the Borrower made in favour of the relevant Non-BA Lender.

BA Equivalent Loans. Notwithstanding the other provisions of this Article 4, a Non-BA Lender shall, in lieu of accepting and, if applicable, purchasing Bankers’ ' Acceptances, make a BA Equivalent Loan. The amount of each BA Equivalent Loan shall be equal to the Discount Proceeds which would be realized from a hypothetical sale of those Bankers’ ' Acceptances to such Non-BA Lender which such Lender would otherwise be required to accept and, if applicable, purchase as part of such a Bankers’ ' Acceptance issue. To determine the amount of such Discount Proceeds, the hypothetical sale shall be deemed to take place at the Discount Rate and using the applicable term of such Bankers’ ' Acceptance issue. Any BA Equivalent Loan shall be made on the relevant Drawdown Date, Conversion Date or Rollover Date, as the case may be, and shall remain outstanding for the term of the relevant Accommodation Drawdown of, Conversion into or Rollover of Bankers’ ' Acceptances issued concurrently therewith. Concurrently with the making of a BA Equivalent Loan, a Non-BA Lender shall be entitled to deduct therefrom an amount equal to the Stamping Fee which such Lender would otherwise be entitled to receive pursuant to Section 3.1(d) as part of such issuance of Bankers’ ' Acceptances if such Lender was accepting Bankers’ ' Acceptances, based on the amount payable on the maturity date of such BA Equivalent Loan. Upon the maturity date for such Bankers’ ' Acceptances, the Borrower shall pay to each Non-BA Lender in satisfaction of the BA Equivalent Loan and interest accrued thereon, an amount equal to the face amount of the Bankers’ ' Acceptance which, but for this Section 4.5, such Non-BA Lender would have been required to accept. Interest shall accrue on an Advance under a BA Equivalent Loan at a rate per annum equal to the Discount Rate for the term of the BA Equivalent Loan. All references in this Agreement to “"Loans” " and “"Bankers’ ' Acceptances” " shall, unless otherwise expressly provided herein or unless the context otherwise requires, be deemed to include BA Equivalent Loans made or to be made by a Non-BA Lender as part of any Accommodation a Drawdown of, Conversion into or Rollover of Bankers’ ' Acceptances. Each such Loan shall be evidenced by a Discount Note executed by the Borrower made in favour of the relevant Non-BA Lender.. -52- Execution Form CAL_LAW\ 1265540\5

BA Equivalent Loans. Notwithstanding the other foregoing provisions of this Article 4Section 3.5, a Non-BA Acceptance Lender shall, in lieu of accepting and, if applicable, and purchasing Bankers’ ' Acceptances, make a BA Equivalent Loan. The amount of each BA Equivalent Loan shall be equal to the Discount Proceeds which would be realized from a hypothetical sale of those Bankers’ ' Acceptances to such Non-BA Lender which such Lender would otherwise be required to accept and, if applicable, and purchase as part of such a Drawdown, Conversion or Rollover of Bankers’ Acceptance issue' Acceptances. To determine the amount of such Discount Proceeds, the hypothetical sale shall be deemed to take place at the Non-Acceptance Discount Rate and using the applicable term of for such Bankers’ Acceptance issueBorrowing. Any BA Equivalent Loan shall be made on the relevant Drawdown Date, Borrowing Conversion Date or Borrowing Rollover Date, as the case may be, and shall remain outstanding for the term of the relevant Accommodation of Drawdown of, Conversion into or Rollover of, Bankers’ Acceptances issued concurrently therewith' Acceptances. Concurrently with the making of a BA Equivalent Loan, a Non-BA Acceptance Lender shall be entitled to deduct therefrom an amount equal to the Stamping Fee stamping fees which such Lender would otherwise be entitled to receive pursuant to Section 3.1(d) 5.4 as part of such issuance of Bankers’ Acceptances Borrowing if such Lender Borrowing was accepting a Bankers’ Acceptances' Acceptance, based on the amount payable (including interest) on the maturity date of such BA Equivalent Loan. Upon the maturity date for such Bankers’ ' Acceptances, the Borrower shall pay to each Non-BA Acceptance Lender in satisfaction respect of the that Non-Acceptance Lender's BA Equivalent Loan and interest accrued thereon, an amount equal to the face amount of the Bankers’ Acceptance which, but for this Section 4.5, such ' Acceptances which that Non-BA Acceptance Lender would have been required to accept. Interest shall accrue on an Advance under a BA Equivalent Loan accepted and purchased at a rate per annum equal to the Non-Acceptance Discount Rate for the term of the BA Equivalent Loansuch Borrowing had that Non-Acceptance Lender been a Schedule I Bank, Schedule II Bank or Schedule III Bank. All references in this Agreement to “Loans” "Borrowings" and “"Bankers’ ' Acceptances” " shall, unless otherwise expressly provided herein or unless the context otherwise requires, be deemed to include BA Equivalent Loans made or to be made by a Non-BA Acceptance Lender as part of any Accommodation a Drawdown of, Conversion into or Rollover of Bankers’ ' Acceptances. Each such Loan shall be evidenced by a Discount Note executed by the Borrower made in favour of the relevant Non-BA Lender.

BA Equivalent Loans. Notwithstanding the other provisions of this Article 4, a Non-BA Lender shall, in lieu of accepting and, if applicable, and purchasing Bankers’ Acceptances, make a BA Equivalent Loan. The amount of each BA Equivalent Loan shall be equal to the BA Discount Proceeds which would be realized from a hypothetical sale of those Bankers’ Acceptances to such Non-BA Lender which such Lender would otherwise be required to accept and, if applicable, and purchase as part of such a Bankers’ Acceptance issueBA 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 applicable term of BA Period for such Bankers’ Acceptance issueBA Issue. Any BA Equivalent Loan shall be made on the relevant Drawdown Date, Conversion Rollover Date or Rollover Conversion Date, as the case may be, and shall remain outstanding for the term of the relevant Accommodation of Drawdown or Rollover of, or Conversion into, Bankers’ Acceptances issued concurrently therewith. Concurrently with the making of a BA Equivalent Loan, a Non-BA Lender shall be entitled to deduct therefrom an amount equal to the BA Stamping Fee which such Lender would otherwise be entitled to receive pursuant to Section 3.1(d) 3.4 as part of such issuance of Bankers’ Acceptances BA Issue if such Lender was accepting Bankers’ Acceptances, based on the amount payable on the maturity date of such BA Equivalent Loan. The BA Equivalent Loan shall accrue interest at a rate per annum equal to the BA Discount Rate for the term of such BA Equivalent Loan. Upon the maturity date for such Bankers’ Acceptances, the Borrower shall pay to each Non-BA Lender Lender, in satisfaction of the face amount of its BA Equivalent Loan and plus interest accrued thereon, an amount equal to the face amount of the Discount Notes issued by the Borrower in respect of its BA Equivalent Loans, failing which such amount shall be converted to a Prime Loan (if denominated in Cdn. Dollars) or a USBR Loan (if denominated in U.S. Dollars). As set out in the definition of “Bankers Acceptances”, that term includes Discount Notes and all provisions of this Agreement applicable to Bankers’ Acceptance which, but for this Section 4.5, such Non-BA Lender would have been required Acceptances shall apply equally to accept. Interest shall accrue on an Advance under a Discount Notes evidencing BA Equivalent Loan at a rate per annum equal to Loans with such changes as may in the Discount Rate for the term of the BA Equivalent Loancontext be necessary. All references in this Agreement to “LoansAdvances” and “Bankers’ AcceptancesBA Issue” shall, unless otherwise expressly provided herein or unless the context otherwise requires, be deemed to include BA Equivalent Loans made or to be made by a Non-BA Lender as part of any Accommodation of a Drawdown or Rollover of, or Conversion into, Bankers’ Acceptances. Each such Loan shall be evidenced by a Discount Note executed by the Borrower made in favour of the relevant Non-BA Lender.

BA Equivalent Loans. Notwithstanding the other foregoing provisions of this Article 4Section 2.05, a Non-BA Acceptance Lender shall, in lieu of accepting and, if applicable, purchasing Bankers’ Acceptances, make a BA Equivalent Loan. The amount of each BA Equivalent Loan shall be equal to the Discount Proceeds which would be realized from a hypothetical sale of those Bankers’ Acceptances to such Non-BA Lender which which, but for this Section, such Lender would otherwise be required to accept and, if applicable, purchase as part of such a Bankers’ Acceptance issueBorrowing. To determine the amount of such Discount Proceeds, the hypothetical sale shall be deemed to take place at the BA Discount Rate and using the applicable term of for such Bankers’ Acceptance issueLoan. Any BA Equivalent Loan shall be made on the relevant Drawdown Date, Conversion Date or Rollover Date, as the case may be, Borrowing date and shall remain outstanding for the term of the relevant Accommodation of Bankers’ Acceptances issued concurrently therewithAcceptances. Concurrently Concurrent with the making of a BA Equivalent Loan, a Non-BA Acceptance Lender shall be entitled to deduct therefrom an amount equal to the Stamping Fee which acceptance fee which, but for this Section, such Lender would otherwise be entitled to receive pursuant to Section 3.1(d) as part of such issuance of Bankers’ Acceptances if such Lender was accepting Bankers’ Acceptances, based on the amount payable on the maturity date of such BA Equivalent Loan. Upon Subject to Section 2.05(f), upon the maturity date for such Bankers’ Acceptances, the Borrower shall pay to each Non-BA Acceptance Lender in satisfaction of the BA Equivalent Loan and interest accrued thereon, an amount equal to the face amount at maturity of the Bankers’ Acceptance Acceptances which, but for this Section 4.5Section, such Non-BA Lender would have been otherwise be required to accept. Interest shall accrue on an Advance under accept as part of such a Bankers’ Acceptance Borrowing as repayment of the amount of its BA Equivalent Loan at a rate per annum equal to the Discount Rate for the term including payment of the BA Equivalent Loaninterest accrued and payable thereon to such maturity date. All references in this Agreement herein to “Loans” and “Bankers’ Acceptances” shall, unless otherwise expressly provided herein or unless the context otherwise requires, be deemed to include BA Equivalent Loans made or to be made by a Non-BA Acceptance Lender as part of any Accommodation of a Bankers’ AcceptancesAcceptance Borrowing. Each such Loan shall be evidenced by a Discount Note executed by the Borrower made in favour of the relevant Non-BA Lender.2534129_10 -20-

BA Equivalent Loans. Notwithstanding the other foregoing provisions of this Article 4Section 3.5, a Non-BA Acceptance Lender shall, in lieu of accepting and, if applicable, and purchasing Bankers’ Acceptances, make a BA Equivalent Loan. The amount of each BA Equivalent Loan shall be equal to the Discount Proceeds which would be realized from a hypothetical sale of those Bankers’ Acceptances to such Non-BA Lender which such Lender would otherwise be required to accept and, if applicable, and purchase as part of such a Drawdown, Conversion or Rollover of Bankers’ Acceptance issueAcceptances. To determine the amount of such Discount Proceeds, the hypothetical sale shall be deemed to take place at the Non-Acceptance Discount Rate and using the applicable term of for such Bankers’ Acceptance issueBorrowing. Any BA Equivalent Loan shall be made on the relevant Drawdown Date, Borrowing Conversion Date or Borrowing Rollover Date, as the case may be, and shall remain outstanding for the term of the relevant Accommodation of Drawdown of, Conversion into or Rollover of, Bankers’ Acceptances issued concurrently therewithAcceptances. Concurrently with the making of a BA Equivalent Loan, a Non-BA Acceptance Lender shall be entitled to deduct therefrom an amount equal to the Stamping Fee stamping fees which such Lender would otherwise be entitled to receive pursuant to Section 3.1(d) 5.4 as part of such issuance of Borrowing if such Borrowing was a Bankers’ Acceptances if such Lender was accepting Bankers’ AcceptancesAcceptance, based on the amount payable (including interest) on the maturity date of such BA Equivalent Loan. Upon the maturity date for such Bankers’ Acceptances, the Borrower shall pay to each Non-BA Acceptance Lender in satisfaction respect of the that Non-Acceptance Lender’s BA Equivalent Loan and interest accrued thereon, an amount equal to the face amount of the Bankers’ Acceptance which, but for this Section 4.5, such Acceptances which that Non-BA Acceptance Lender would have been required to accept. Interest shall accrue on an Advance under a BA Equivalent Loan accepted and purchased at a rate per annum equal to the Non-Acceptance Discount Rate for the term of the BA Equivalent Loansuch Borrowing had that Non-Acceptance Lender been a Schedule “I” Bank, Schedule II Bank or Schedule III Bank. All references in this Agreement to “LoansBorrowings” and “Bankers’ Acceptances” shall, unless otherwise expressly provided herein or unless the context otherwise requires, be deemed to include BA Equivalent Loans made or to be made by a Non-BA Acceptance Lender as part of any Accommodation a Drawdown of, Conversion into or Rollover of Bankers’ Acceptances. Each such Loan shall be evidenced by a Discount Note executed by the Borrower made in favour of the relevant Non-BA Lender.