Common use of Acceptance Commitment Clause in Contracts

Acceptance Commitment. Subject to the terms and conditions hereof, each Canadian Revolving Lender severally agrees that each Canadian Borrower may issue, under any Class of Canadian Revolving Commitments, Acceptances denominated in Canadian Dollars, in minimum denominations of C$25,000,000 and in whole multiples of C$5,000,000 in excess thereof (or, if the then aggregate Available Canadian Revolving Commitments in respect of such Class are less than C$25,000,000, such lesser amount), each in accordance with the provisions of this Section 2.10 from time to time until the Revolving Termination Date applicable to such Canadian Revolving Lender; provided, that after giving effect to the issuance of such Acceptance and the use of proceeds thereof, (i) the Available Canadian Revolving Commitment of the applicable Class of any Canadian Revolving Lender of such Class shall not be less than zero, (ii) the Total Canadian Revolving Extensions of Credit shall not exceed the Total Canadian Revolving Commitments then in effect, (iii) the Outstanding Amount of Borrowing Base Debt shall not exceed the Borrowing Base at such time, (iv) the Total Revolving Extensions of Credit shall not exceed the Total Revolving Commitments then in effect and (v) on and after December 3, 2009, (A) the Total 2011 Revolving Extensions of Credit shall not exceed the Total 2011 Revolving Commitments then in effect and (B) the Total 2013 Revolving Extensions of Credit shall not exceed the Total 2013 Revolving Commitments then in effect; provided, further, that at all times the outstanding aggregate face amount of all Acceptances made by the Applicable Lending Offices of a Canadian Revolving Lender under the applicable Canadian Revolving Facility shall equal its applicable Canadian Revolving Percentage of the outstanding face amount of all Acceptances made by the Applicable Lending Offices of all Canadian Revolving Lenders of such Class. For purposes of this Agreement, the full face value of an Acceptance, without discount, shall be used when calculations are made to determine the Outstanding Amount of a Canadian Revolving Lender’s Acceptances; provided that in computing the face amount of Acceptances outstanding, the face amount of an Acceptance in respect of which the Acceptance Obligation has been prepaid by a Canadian Borrower and received by the Canadian Revolving Lender that created the same in accordance with the terms of this Agreement shall not be included.

Acceptance Commitment. Subject In addition to the terms and conditions hereof, each requesting Tranche A Canadian Revolving Lender severally agrees that each Canadian Borrower may issue, under any Class of Canadian Revolving Commitments, Acceptances denominated in Canadian Dollars, in minimum denominations of C$25,000,000 and in whole multiples of C$5,000,000 in excess thereof (or, if the then aggregate Available Canadian Revolving Commitments in respect of such Class are less than C$25,000,000, such lesser amountLoans pursuant to subsection 2.1A(ii), each in accordance with the provisions of Canada Safeway may request pursuant to this Section 2.10 4, from time to time until during the Revolving period from the Closing Date to but excluding the Tranche A Termination Date applicable to Date, that Canadian Lenders create bankers' acceptances (each, an "ACCEPTANCE") by accepting Drafts from Canada Safeway in an aggregate amount not exceeding each such Canadian Revolving Lender's Tranche A Canadian Pro Rata Share of the aggregate amount of the Tranche A Canadian Commitments to be used for the purposes identified in subsection 4.11; providedprovided that Canada Safeway shall not request the creation and purchase of any Acceptance if, that after giving effect to the issuance of such Acceptance and the use of proceeds thereofthereto, (i) the Available Canadian Revolving Commitment of the applicable Class of any Canadian Revolving Lender of such Class shall not be less than zero, (ii) the Total Utilization of Tranche A Canadian Revolving Extensions of Credit shall not Commitments would exceed the Total Tranche A Canadian Revolving Commitments then in effect, (iii) and no Canadian Lender shall have any obligation to create and purchase any Acceptance if, after giving effect thereto, the Outstanding Total Utilization of Tranche A Canadian Commitments of such Canadian Lender would exceed its Tranche A Canadian Commitment. Each Drawing shall be in an aggregate Face Amount of Borrowing Base Debt not less than Cdn.$10,000,000 and in integral multiples of Cdn.$1,000,000 and shall not exceed the Borrowing Base at such time, (iv) the Total Revolving Extensions of Credit shall not exceed the Total Revolving Commitments then in effect and (v) on and after December 3, 2009, (A) the Total 2011 Revolving Extensions of Credit shall not exceed the Total 2011 Revolving Commitments then in effect and (B) the Total 2013 Revolving Extensions of Credit shall not exceed the Total 2013 Revolving Commitments then in effect; provided, further, that at all times the outstanding aggregate face amount of all Acceptances made by the Applicable Lending Offices of a Canadian Revolving Lender under the applicable Canadian Revolving Facility shall equal its applicable Canadian Revolving Percentage consist of the outstanding face amount creation and purchase of all Acceptances made by Canadian Lenders on the Applicable Lending Offices of all same day in accordance with subsection 4.4, ratably in accordance with their respective Tranche A Canadian Revolving Lenders of such Class. For purposes of this Agreement, the full face value of an Acceptance, without discount, shall be used when calculations are made to determine the Outstanding Amount of a Canadian Revolving Lender’s AcceptancesPro Rata Shares; provided that in computing the face amount if apportionment of Acceptances outstandingamong the Canadian Lenders cannot be made on a pro rata basis in even multiples of Cdn.$100,000, Primary Documentation Agent shall round the allocations among Canadian Lenders consistent with Primary Documentation Agent's money market practices. Notwithstanding anything herein to the contrary, the face amount of an Acceptance bankers' acceptances (the "EXISTING ACCEPTANCES") described in respect of which Appendix A attached to the Acceptance Obligation has been prepaid by a Canadian Borrower Indemnity shall be deemed for all purposes hereunder to be Acceptances outstanding under this Agreement and received by the Canadian Revolving Lender that created the same in accordance with all the terms of this Agreement and obligations set forth herein with respect to Acceptances shall not be includedapplicable to the Existing Acceptances.

Acceptance Commitment. Subject to the terms and conditions hereof, each Canadian Revolving Lender of any Class severally agrees that each Canadian Borrower may issue, under any such Class of Canadian Revolving Commitments, Acceptances denominated in Canadian Dollars, in minimum denominations of C$25,000,000 and in whole multiples of C$5,000,000 in excess thereof (or, if the then aggregate Available Canadian Revolving Commitments in respect of such Class are less than C$25,000,000, such lesser amount), each in accordance with the provisions of this Section 2.10 from time to time until the Revolving Termination Date applicable to such Canadian Revolving LenderClass; provided, that after giving effect to the issuance of such Acceptance and the use of proceeds thereof, (i) the Available Canadian Revolving Commitment of the applicable Class of any Canadian Revolving Lender of such Class shall not be less than zero, (ii) the Total Canadian Revolving Extensions of Credit shall not exceed the Total Canadian Revolving Commitments then in effect, (iii) the Outstanding Amount of Borrowing Base Debt shall not exceed the Borrowing Base at such time[Reserved], (iv) the Total Revolving Extensions of Credit shall not exceed the Total Revolving Commitments then in effect and (v) on and after December 3, 2009, (A) the Total 2011 2017 Revolving Extensions of Credit shall not exceed the Total 2011 2017 Revolving Commitments then in effect and (B) the Total 2013 2019 Revolving Extensions of Credit shall not exceed the Total 2013 2019 Revolving Commitments then in effect; provided, further, that at all times the outstanding aggregate face amount of all Acceptances made by the Applicable Lending Offices of a Canadian Revolving Lender under the applicable Canadian Revolving Facility shall equal its applicable Canadian Revolving Percentage of the outstanding face amount of all Acceptances made by the Applicable Lending Offices of all Canadian Revolving Lenders of such Class. For purposes of this Agreement, the full face value of an Acceptance, without discount, shall be used when calculations are made to determine the Outstanding Amount of a Canadian Revolving Lender’s Acceptances; provided that in computing the face amount of Acceptances outstanding, the face amount of an Acceptance in respect of which the Acceptance Obligation has been prepaid by a Canadian Borrower and received by the Canadian Revolving Lender that created the same in accordance with the terms of this Agreement shall not be included.

Acceptance Commitment. Subject to the terms and conditions hereofhereof (including, without limitation, the occurrence of the Canadian Trigger Date), each Canadian Revolving Lender severally agrees that each the Canadian Borrower may issue, under any Class of Canadian Revolving Commitments, issue Acceptances denominated in Canadian Dollars, in minimum denominations of C$25,000,000 100,000 or a whole multiple thereof and in whole multiples minimum aggregate amounts of C$5,000,000 in excess thereof (or, if the then aggregate Available Canadian Revolving Commitments in respect 2,000,000 or any greater whole multiple of such Class are less than C$25,000,000, such lesser amount)100,000, each in accordance with the provisions of this Section 2.10 2.4 from time to time until the Revolving Termination Loan Commitment Expiration Date applicable with respect to such Canadian Revolving Lender; provided, that after giving effect to the issuance of such Acceptance and the use of proceeds thereof, (iA) the Available Aggregate Canadian Revolving Commitment of the applicable Class of any Canadian Revolving Lender of such Class shall not be less than zero, (ii) the Total Canadian Revolving Extensions of Borrower Credit Exposure shall not exceed the Total Canadian Revolving Commitments Borrowing Base then in effect, (iiiB) the Outstanding Amount of Borrowing Base Debt Aggregate Canadian Credit Exposure shall not exceed the Borrowing Base Aggregate Canadian Revolving Loan Commitment at such time, (ivC) the Total Revolving Extensions of Aggregate Credit Exposure shall not exceed the Total Revolving Commitments sum of the US Borrowing Base and the Canadian Borrowing Base then in effect and (v) on and after December 3, 2009, (AD) the Total 2011 Revolving Extensions of Aggregate Credit Exposure shall not exceed the Total 2011 sum of the Aggregate US Revolving Commitments then in effect Loan Commitment and (B) the Total 2013 Aggregate Canadian Revolving Extensions of Credit shall not exceed the Total 2013 Revolving Commitments then in effectLoan Commitment at such time; provided, further, that at all times the outstanding aggregate face amount of all Acceptances made by the Applicable Lending Offices of a Canadian Revolving Lender under the applicable Canadian Revolving Facility shall equal its applicable Canadian Revolving Loan Commitment Percentage of the outstanding face amount of all Acceptances made by the Applicable Lending Offices of all Canadian Revolving Lenders of such ClassLenders. For purposes of this Agreement, the full face value of an Acceptance, without discount, shall be used when calculations are made to determine the Outstanding Amount outstanding amount of a Canadian Revolving Lender’s 's Acceptances; provided that in computing the face amount of Acceptances outstanding, the face amount of an Acceptance in respect of which the Acceptance Obligation has been prepaid by a the Canadian Borrower and received by the Canadian Revolving Lender that created the same in accordance with the terms of this Agreement shall not be included.

Acceptance Commitment. Subject to the terms and conditions hereof, each Canadian Revolving Canadian/US Secured Lender severally agrees that each Canadian Borrower GM Canada may issue, under any Class of Canadian Revolving Commitments, issue Acceptances denominated in Canadian Dollars, in minimum denominations of C$25,000,000 5,000,000 or a whole multiple thereof and in whole multiples minimum aggregate amounts of C$5,000,000 in excess thereof (or, if the then aggregate Available Canadian Revolving Commitments in respect 1,000,000 or any greater whole multiple of such Class are less than C$25,000,000, such lesser amount)1,000,000, each in accordance with the provisions of this Section 2.10 subsection 2.4 from time to time until the Revolving Extended Termination Date applicable with respect to such Canadian Revolving Canadian/US Secured Lender; provided, that after giving effect to the issuance of such Acceptance and the use of proceeds thereofAcceptance, (i) the Available Canadian Revolving Canadian/US Secured Commitment of the applicable Class of any Canadian Revolving Canadian/US Secured Lender of such Class shall not be less than zero, (ii) the Total Canadian Revolving Canadian/US Secured Extensions of Credit shall not exceed the Total Canadian Revolving aggregate Canadian/US Secured Commitments then in effect, effect of all Canadian/US Secured Lenders and (iii) the Outstanding Amount of Borrowing Base Debt shall not exceed the Borrowing Base at such time, (iv) the Total Revolving Extensions of Credit shall not exceed the Total Revolving aggregate Commitments then in effect and (v) on and after December 3, 2009, (A) the Total 2011 Revolving Extensions of Credit shall not exceed the Total 2011 Revolving Commitments then in effect and (B) the Total 2013 Revolving Extensions of Credit shall not exceed the Total 2013 Revolving Commitments then in effectall Lenders; provided, further, that at all times the outstanding aggregate face amount of all Acceptances made by the Applicable Lending Offices of a Canadian Revolving Canadian/US Secured Lender under the applicable Canadian Revolving Facility shall equal its applicable Canadian Revolving Canadian/US Secured Commitment Percentage of the outstanding face amount of all Acceptances made by the Applicable Lending Offices of all Canadian Revolving Canadian/US Secured Lenders and, provided, further, that any Applicable Lending Office of such Classa Canadian/US Secured Lender to which GM Canada issues Acceptances shall be a Qualifying Canadian/US Lender. For purposes of this Agreement, the full face value of an Acceptance, without discount, shall be used when calculations are made to determine the Outstanding Amount outstanding amount of a Canadian Revolving Canadian/US Secured Lender’s 's Acceptances; provided that in computing the face amount of Acceptances outstanding, the face amount of an Acceptance in respect of which the Acceptance Obligation has been prepaid by a Canadian Borrower GM Canada and received by the Canadian Revolving Canadian/US Secured Lender that created the same in accordance with the terms of this Agreement shall not be included.

Acceptance Commitment. Subject to the terms and conditions hereofset forth herein, each Canadian Revolving Lender severally agrees that each Canadian Borrower may issuemay, under at any Class of Canadian Revolving Commitmentstime and from time to time during the Availability Period, issue Acceptances denominated in Canadian Dollars, in minimum denominations of C$25,000,000 Cdn. $100,000 or a whole multiple thereof and in minimum aggregate face amounts in connection with any Notice of Drawing of Cdn. $1,000,000 or any greater whole multiples multiple of C$5,000,000 in excess thereof (or, if the then aggregate Available Canadian Revolving Commitments in respect of such Class are less than C$25,000,000, such lesser amount)Cdn. $100,000, each in accordance with the provisions of this Section 2.10 from time to time until the Revolving Termination Date applicable to such Canadian Revolving Lender; provided, 2.03 and in an aggregate face amount that after giving effect to the issuance of such Acceptance and the use of proceeds thereof, will not result in (i) the Available such Lender's Applicable Percentage of Total Canadian Revolving Commitment of the applicable Class of any Outstandings exceeding such Lender's Canadian Revolving Lender of such Class shall not be less than zeroCommitment, (ii) the Total Canadian Revolving Extensions of Credit shall not exceed Outstandings exceeding the Total Aggregate Canadian Revolving Commitments then in effectCommitments, or (iii) the Outstanding Amount of Total Canadian Outstandings exceeding an amount that equals the Canadian Borrowing Base Debt shall not exceed the Borrowing Base at such time, (iv) the Total Revolving Extensions of Credit shall not exceed the Total Revolving Commitments then in effect and (v) on and after December 3, 2009, (A) the Total 2011 Revolving Extensions of Credit shall not exceed the Total 2011 Revolving Commitments then in effect and (B) the Total 2013 Revolving Extensions of Credit shall not exceed the Total 2013 Revolving Commitments then in effect; provided, further, provided that at all times the outstanding aggregate face amount of all Acceptances made by the Applicable Lending Offices of a Canadian Revolving Lender under the applicable Canadian Revolving Facility shall equal its applicable Canadian Revolving Applicable Percentage of the outstanding face amount of all Acceptances made by the Applicable Lending Offices of all Canadian Revolving Lenders of such ClassLenders. For purposes of this Agreement, the full face value of an Acceptance, without discount, shall be used when calculations are made to determine the Outstanding Amount outstanding amount of a Canadian Revolving Lender’s 's Acceptances; provided that in computing the face amount of Acceptances outstanding, the face amount of an Acceptance in respect of which the Obligations with respect to such Acceptance Obligation has have been prepaid cash collateralized by a Canadian Borrower and received by the Canadian Revolving Lender that created the same in accordance with the terms of this Agreement shall not be included.

Acceptance Commitment. Subject to the terms and conditions hereof, each Canadian Revolving Lender severally agrees that each the Canadian Borrower may issue, under any Class of Canadian Revolving Commitments, issue Acceptances denominated in Canadian Dollars, in minimum denominations of C$25,000,000 Cdn.$100,000 or a whole multiple thereof and in minimum aggregate amounts of Cdn.$5,000,000 or any greater whole multiples multiple of C$5,000,000 in excess thereof (or, if the then aggregate Available Canadian Revolving Commitments in respect of such Class are less than C$25,000,000, such lesser amount)Cdn.$100,000, each in accordance with the provisions of this Section 2.10 2.04 from time to time until the Revolving Termination Maturity Date applicable to such Canadian Revolving Lender; provided, in an aggregate face amount that after giving effect to the issuance of such Acceptance and the use of proceeds thereof, will not result in (i) the Available such Lender's Canadian Revolving Commitment of the applicable Class of any Exposure exceeding such Lender's Canadian Revolving Lender of such Class shall not be less than zeroCommitment, (ii) the Total total Canadian Revolving Extensions of Credit shall not exceed Exposure exceeding the Total total Canadian Revolving Commitments then in effectCommitments, (iii) the Outstanding Amount sum of Borrowing Base Debt shall not exceed the Borrowing Base at such time, total U.S. Exposure and the total Canadian Exposure exceeding U.S.$425,000,000 or (iv) the Total Revolving Extensions of Credit shall not exceed total Canadian Exposure exceeding the Total Revolving Commitments Canadian Borrowing Base then in effect and (v) on and after December 3plus the excess, 2009if any, of (A) the Total 2011 Revolving Extensions of Credit shall not exceed the Total 2011 Revolving Commitments U.S. Borrowing Base then in effect and minus (B) the Total 2013 Revolving Extensions of Credit shall not exceed the Total 2013 Revolving Commitments then in effecttotal U.S. Exposure; provided, further, provided that at all times the outstanding aggregate face amount of all Acceptances made by the Applicable Lending Offices of a Canadian Revolving Lender under the applicable Canadian Revolving Facility shall equal its applicable Canadian Revolving Applicable Percentage of the outstanding face amount of all Acceptances made by the Applicable Lending Offices of all Canadian Revolving Lenders of such ClassLenders. For purposes of this Agreement, the full face value of an Acceptance, without discount, shall be used when calculations are made to determine the Outstanding Amount outstanding amount of a Canadian Revolving Lender’s 's Acceptances; provided that in computing the face amount of Acceptances outstanding, the face amount of an Acceptance in respect of which the Acceptance Obligation has been prepaid by a the Canadian Borrower and received by the Canadian Revolving Lender that created the same in accordance with the terms of this Agreement shall not be included.