Acceptance of Bankers’ Acceptances. Each Bankers’ Acceptance to be accepted by a Canadian Lender shall be accepted at such Canadian Lender’s office designated by said Canadian Lender in its Administrative Questionnaire from time to time.

Not Bankers Acceptances. Nothing contained herein, shall be deemed to or shall cause a Letter of Credit issued hereunder or an unreimbursed draw thereunder to be or become a bankers acceptance.

Refunding Bankers’ Acceptances. With respect to each Bankers’ Acceptance, the Canadian Borrowers, except during the occurrence and continuation of an Event of Default, may give irrevocable telephone or written notice (or such other method of notification as may be agreed upon between the Canadian Agent and the Canadian Borrowers) to the Canadian Agent at or before ​ (Toronto time) within one (1) Business Day of such maturity date of such Bankers’ Acceptance of any Canadian Borrower’s intention to issue one or more Bankers’ Acceptances on such maturity date (each a “Refunding Bankers’ Acceptance”) to provide for the payment of such maturing Bankers’ Acceptance (it being understood that payments by the Canadian Borrowers and fundings by the Canadian Lenders in respect of each maturing Bankers’ Acceptance and each related Refunding Bankers’ Acceptance shall be made on a net basis reflecting the difference between the face amount of such maturing Bankers’ Acceptance and the BA Discount Proceeds (net of the applicable Acceptance Fee) of such Refunding Bankers’ Acceptance). Any funding on account of any maturing Bankers’ Acceptance must be made at or before ​ (Toronto time) on the maturity date of such Bankers’ Acceptance. If the Canadian Borrowers fail to give such notice, the Canadian Borrowers shall be irrevocably deemed to have requested and to have been advanced a Canadian Revolving Loan bearing interest at the Canadian Prime Rate in the face amount of such maturing Bankers’ Acceptance on the maturity date of such maturing Bankers’ Acceptance from the Canadian Lender which accepted such maturing Bankers’ Acceptance, which Loan shall thereafter bear interest as such in accordance with the provisions hereof and otherwise shall be subject to all provisions of this Agreement applicable to Canadian Revolving Loans until paid in full. Notwithstanding anything to the contrary contained herein, the Canadian Borrowers shall not prepay the Outstanding Amount of any Bankers’ Acceptance, as a whole or in part, at any time.

Execution of Bankers’ Acceptances. Bills of exchange or depository bills of the Canadian Borrowers to be accepted as Bankers’ Acceptances hereunder shall be duly executed by one or more duly authorized officers on behalf of the Canadian Borrowers. Notwithstanding that any person whose signature appears on any Bankers’ Acceptance as a signatory for the Canadian Borrowers may no longer be an authorized signatory for the Canadian Borrowers at the date of issuance of a Bankers’ Acceptance, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such issuance and any such Bankers’ Acceptance so signed shall be binding on the Canadian Borrowers. As a condition precedent to each Canadian Lender’s obligation to accept and, if applicable, purchase Bankers’ Acceptances hereunder, each of the Canadian Borrowers hereby agrees to the Power of Attorney Terms – Bankers’ Acceptances set out in [Schedule 2.19] and hereby grants to each Canadian Lender a power of attorney on the terms set out in such [Schedule 2.19]; provided, that, if any Canadian Borrower revoke such power of attorney, the Canadian Lender shall not be entitled to issue Bankers’ Acceptances hereunder unless the Canadian Borrowers, the Canadian Agent and all of the Canadian Lenders have agreed on amendments to this Agreement which would allow the Canadian Borrowers to again issue Bankers’ Acceptances. Any executed drafts or orders to be used as Bankers’ Acceptances shall be held in safekeeping with the same degree of care as if they were a Canadian Lender’s property.

Issuance of Bankers’ Acceptances. Promptly following receipt of a Bankers’ Acceptance Notice, the Canadian Agent shall so advise the Canadian Lender of the face amount of each Bankers’ Acceptance to be accepted by it and the term thereof. The aggregate face amount of Bankers’ Acceptances to be accepted by a Canadian Lender shall be determined by the Canadian Agent by reference to the respective Canadian Commitments of the Canadian Lenders, except that, if the face amount of a Bankers’ Acceptance, which would otherwise be accepted by a Canadian Lender, would not be ​ or an integral multiple thereof, such face amount shall be increased or reduced by the Canadian Agent in its sole and absolute discretion to the nearest integral multiple of ​.

Purchase of Bankers’ Acceptances. On the relevant date of borrowing, each Canadian Lender severally agrees to purchase from the Canadian Borrowers, at the face amount thereof discounted by the Applicable BA Discount Rate, any Bankers’ Acceptance accepted by it and provide to the Canadian Agent, for the account of the Canadian Borrowers, the BA Discount Proceeds in respect thereof after deducting therefrom the amount of the applicable Acceptance Fee.

Sale of Bankers’ Acceptances. Each Canadian Lender may at any time and from time to time hold, sell, rediscount or otherwise dispose of any or all Bankers’ Acceptances accepted and purchased by it.

Section # Bankers’ Acceptances 9376

Depository Bills. All Bankers’ Acceptances accepted by any Canadian Lender issued in the form of a depository bill (as defined in the Depository Bills and Notes Act (Canada) (“DBNA”)) shall be deposited with the Canadian Depository for Securities and shall be made payable to CDS & Co. In order to give effect to the foregoing, the Canadian Agent may, acting reasonably, establish and notify the Canadian Borrowers and the other Canadian Lender of any additional procedures, consistent with the terms of this Agreement and the requirements, of the DBNA, as are reasonably necessary to accomplish the parties intention, including, without limitation: # inserting a phrase in the drafts held by the Canadian Agent to the effect that the Bankers’ Acceptance is issued pursuant to the DBNA; # removing any reference to authentication of a Bankers’ Acceptance; and # removing any reference to the bearer of the depository bill.

certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with