Common use of BA Equivalent Loans Clause in Contracts

BA Equivalent Loans. Notwithstanding the foregoing provisions of this Section 3.5, a Non-Acceptance Lender shall, in lieu of accepting 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 which such Lender would otherwise be required to accept and purchase as part of 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 Non-Acceptance Discount Rate for such Borrowing. 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 Drawdown of, Conversion into or Rollover of, Bankers’ Acceptances. Concurrently with the making of a BA Equivalent Loan, a Non-Acceptance Lender shall be entitled to deduct therefrom an amount equal to the stamping fees which such Lender would otherwise be entitled to receive pursuant to Section 5.4 as part of such Borrowing if such Borrowing was a Bankers’ 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-Acceptance Lender in respect of that Non-Acceptance Lender’s BA Equivalent Loan an amount equal to the face amount of the Bankers’ Acceptances which that Non-Acceptance Lender would have accepted and purchased at the Non-Acceptance Discount Rate for such Borrowing had that Non-Acceptance Lender been a Schedule I Bank, Schedule II Bank or Schedule III Bank. All references in this Agreement to “Borrowings” and “Bankers’ Acceptances” shall, unless otherwise expressly provided herein or unless the context otherwise requires, be deemed to include BA Equivalent Loans made by a Non-Acceptance Lender as part of a Drawdown of, Conversion into or Rollover of Bankers’ Acceptances.

BA Equivalent Loans. Notwithstanding the foregoing other provisions of this Section 3.5Article 4, a Non-Acceptance BA Lender shall, in lieu of accepting 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 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 Non-Acceptance BA Discount Rate and using the BA Period for such BorrowingBA Issue. Any BA Equivalent Loan shall be made on the relevant Drawdown Date, Borrowing Conversion Rollover Date or Borrowing Rollover Conversion Date, as the case may be, and shall remain outstanding for the term of the relevant Drawdown of, Conversion into or Rollover of, or Conversion into, Bankers’ AcceptancesAcceptances issued concurrently therewith. Concurrently with the making of a BA Equivalent Loan, a Non-Acceptance BA Lender shall be entitled to deduct therefrom an amount equal to the stamping fees BA Stamping Fee which such Lender would otherwise be entitled to receive pursuant to Section 5.4 3.4 as part of such Borrowing BA Issue if such Borrowing Lender was a accepting Bankers’ AcceptanceAcceptances, based on the amount payable (including interest) 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-Acceptance Lender BA Lender, in respect satisfaction of that Non-Acceptance Lender’s the face amount of its BA Equivalent Loan 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’ Acceptances which that Non-Acceptance Lender would have accepted and purchased at shall apply equally to Discount Notes evidencing BA Equivalent Loans with such changes as may in the Non-Acceptance Discount Rate for such Borrowing had that Non-Acceptance Lender been a Schedule I Bank, Schedule II Bank or Schedule III Bankcontext be necessary. All references in this Agreement to “BorrowingsAdvances” and “Bankers’ AcceptancesBA Issue” shall, unless otherwise expressly provided herein or unless the context otherwise requires, be deemed to include BA Equivalent Loans made by a Non-Acceptance BA Lender as part of a Drawdown or Rollover of, or Conversion into or Rollover of into, Bankers’ Acceptances.

BA Equivalent Loans. Notwithstanding the foregoing provisions of this Section 3.52.05, a Non-Acceptance Lender shall, in lieu of accepting 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 which which, but for this Section, such Lender would otherwise be required to accept and purchase as part of such a Drawdown, Conversion or Rollover of Bankers’ AcceptancesAcceptance Borrowing. To determine the amount of such Discount Proceeds, the hypothetical sale shall be deemed to take place at the Non-Acceptance BA Discount Rate for such BorrowingLoan. Any BA Equivalent Loan shall be made on the relevant Drawdown Date, Borrowing Conversion Date or Borrowing Rollover Date, as the case may be, date and shall remain outstanding for the term of the relevant Drawdown of, Conversion into or Rollover of, Bankers’ Acceptances. Concurrently Concurrent with the making of a BA Equivalent Loan, a Non-Acceptance Lender shall be entitled to deduct therefrom an amount equal to the stamping fees which acceptance fee which, but for this Section, such Lender would otherwise be entitled to receive pursuant to Section 5.4 as part of such Borrowing if such Borrowing was a Bankers’ Acceptance, based on the amount payable (including interest) 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-Acceptance Lender in respect of that Non-Acceptance Lender’s BA Equivalent Loan an amount equal to the face amount at maturity of the Bankers’ Acceptances which that Non-Acceptance which, but for this Section, such Lender would have accepted otherwise be required to accept as part of such a Bankers’ Acceptance Borrowing as repayment of the amount of its BA Equivalent Loan including payment of the interest accrued and purchased at the Non-Acceptance Discount Rate for payable thereon to such Borrowing had that Non-Acceptance Lender been a Schedule I Bank, Schedule II Bank or Schedule III Bankmaturity date. All references in this Agreement herein to “BorrowingsLoans” and “Bankers’ Acceptances” shall, unless otherwise expressly provided herein or unless the context otherwise requires, be deemed to include BA Equivalent Loans made by a Non-Acceptance Lender as part of a Drawdown of, Conversion into or Rollover of Bankers’ Acceptances.Acceptance Borrowing. 2534129_10 -20-

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

BA Equivalent Loans. Notwithstanding the foregoing other provisions of this Section 3.5Article 4, a Non-Acceptance BA Lender shall, in lieu of accepting and 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 and, if applicable, purchase as part of such a Drawdown, Conversion or Rollover of Bankers’ AcceptancesAcceptance issue. To determine the amount of such Discount Proceeds, the hypothetical sale shall be deemed to take place at the Non-Acceptance Discount Rate for and using the applicable term of such BorrowingBankers’ Acceptance issue. 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 Drawdown of, Conversion into or Rollover of, Accommodation of Bankers’ AcceptancesAcceptances issued concurrently therewith. Concurrently with the making of a BA Equivalent Loan, a Non-Acceptance BA Lender shall be entitled to deduct therefrom an amount equal to the stamping fees Stamping Fee which such Lender would otherwise be entitled to receive pursuant to Section 5.4 3.1(d) as part of such Borrowing issuance of Bankers’ Acceptances if such Borrowing Lender was a accepting Bankers’ AcceptanceAcceptances, 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-Acceptance BA Lender in respect satisfaction of that Non-Acceptance Lender’s the BA Equivalent Loan and interest accrued thereon, an amount equal to the face amount of the Bankers’ Acceptances which that Acceptance which, but for this Section 4.6, such Non-Acceptance BA Lender would have accepted and purchased been required to accept. Interest shall accrue on an Advance under a BA Equivalent Loan at a rate per annum equal to the Non-Acceptance Discount Rate for such Borrowing had that Non-Acceptance Lender been a Schedule I Bank, Schedule II Bank or Schedule III Bankthe term of the BA Equivalent Loan. All references in this Agreement to “BorrowingsLoans” 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-Acceptance BA Lender as part of a Drawdown of, Conversion into or Rollover 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.