Common use of Acceptances Clause in Contracts

Acceptances. (a) In addition to requesting Committed Canadian Loans pursuant to Section 2.01(b), the Canadian Borrower may request pursuant to this Section 2.03(a), from time to time during the Availability Period, that the Canadian Lenders create bankers’ acceptances (each, an “Acceptance”) by accepting Drafts from the Canadian Borrower in an aggregate amount not exceeding each of the Canadian Lender’s Commitments; provided that the Canadian Borrower shall not request the creation and purchase of any Acceptance if, after giving effect thereto, the sum of (i) Total Outstandings with respect to Canadian Loans, Letters of Credit and Acceptance Usage would exceed the Aggregate Canadian Commitments then in effect, and no Canadian Lender shall have any obligation to create and purchase any Acceptance if, after giving effect thereto, the sum of (i) Total Outstandings with respect to Canadian Loans and Letters of Credit of such Canadian Lender plus (ii) such Canadian Lender’s Pro Rata Share of all Canadian Swing Line Loans, plus (iii) the aggregate Acceptance Usage of such Canadian Lender would exceed its Commitment with respect to Canadian Loans, Canadian Letters of Credit and Acceptances. Each Drawing shall be in an aggregate Face Amount of not less than Cdn.$3,000,000 and in integral multiples of Cdn.$100,000 and shall consist of the creation and purchase of Acceptances by Canadian Lenders on the same day in accordance with Section 2.03, ratably in accordance with their respective Pro Rata Shares; provided that if apportionment of Acceptances among the Canadian Lenders cannot be made on a pro rata basis in even multiples of Cdn.$100,000, the Canadian Administrative Agent shall round the allocations among Canadian Lenders consistent with the Canadian Administrative Agent’s money market practices. There shall not be more than eight (8) Drawings in effect with respect to Acceptances. Whenever the Canadian Borrower requests the Canadian Lenders to create Acceptances, each Canadian Lender that is not permitted by applicable law or by customary market practice to accept an Acceptance (a “Non BA Lender”) shall, in lieu of accepting its pro rata amount of such Acceptances, make available to the Canadian Borrower on the Drawing Date a loan (a “BA Equivalent Loan”) in Canadian Dollars and in an amount equal to the Drawing Purchase Price of the Acceptances that the Non BA Lender would have been required to accept on the Drawing Date if it were able to accept Acceptances. To the extent not otherwise deducted in the calculation of the amount of the BA Equivalent Loan, each Non BA Lender shall also be entitled to deduct from the BA Equivalent Loan an amount equal to the Drawing Fee that would have been applicable had it been able to accept Acceptances. The BA Equivalent Loan shall have a term equal to the term of the Acceptances that the Non BA Lender would otherwise have accepted and the Canadian Borrower shall, at the end of that term, be obligated to pay the Non BA Lender an amount equal to the aggregate face amount of the Acceptances that it would otherwise have accepted. All provisions of this Agreement applicable to Acceptances and Canadian Lenders that accept Acceptances shall apply mutatis mutandis to BA Equivalent Loans and Non BA Lenders. (b) Each Drawing shall be made on two Business Days prior written notice, given not later than 1:00 p.m. (Toronto time), by the Canadian Borrower to the Canadian Administrative Agent, which shall give each Canadian Lender prompt notice thereof and of such Canadian Lender’s ratable portion of aggregate Face Amount of the Drafts to be accepted under the Drawing. Each such notice of a Drawing (a “Drawing Notice”) shall be given in substantially the form of Exhibit H hereto or by telephone confirmed promptly in writing in substantially the form of Exhibit H, and shall specify therein (i) the Drawing Date; (ii) the aggregate Face Amount of Drafts to be accepted; and (iii) the maturity date for such Drafts (it being agreed and understood that the Canadian Borrower shall not request a maturity date for Drafts that would be subsequent to the Maturity Date). Neither the Canadian Administrative Agent nor any Canadian Lender shall incur any liability to the Canadian Borrower in acting on the telephonic notice referred to above which the Canadian Administrative Agent or such Canadian Lender believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of the Canadian Borrower or for otherwise acting in good faith under this Section 2.03, and upon the creation and purchase or delivery of Acceptances pursuant to any such telephonic notice, the Canadian Borrower shall be liable with respect thereto as provided herein. Each Drawing Notice shall be irrevocable and binding on the Canadian Borrower. The Canadian Borrower shall indemnify each Canadian Lender against any loss or expense incurred by such Canadian Lender as a result of any failure by the Canadian Borrower to fulfill or honor before the date specified for any Drawing, the applicable conditions set forth in this Section 2.03 if the Drawing, as a result of such failure, is not made on such date. (c) Each Draft presented by the Canadian Borrower shall (i) be in an integral multiple of Cdn.$100,000; (ii) be dated the date of the Drawing; (iii) mature and be payable by the Canadian Borrower (in common with all other Drafts presented in connection with such Drawing) on a Business Day which occurs approximately 30, 60, 90 or 180 days after the date thereof or such shorter period than 180 days as agreed by the Canadian Borrower and the Canadian Administrative Agent; and (iv) be otherwise consistent with the provisions of this Agreement relating to the amounts and maturity dates thereof. The Canadian Borrower hereby renounces, and shall not claim, any days of grace for the payment of any Acceptances. (d) Not later than 11:00 a.m. (Toronto time) on an applicable Drawing Date, each Canadian Lender shall complete one or more Drafts dated the date of such Drawing, with the maturity date specified in the applicable Drawing Notice, accept such Drafts, and following fulfillment of any applicable conditions and as specified in the applicable Drawing Notice, purchase the Acceptances thereby created for the Drawing Purchase Price. The failure of any Canadian Lender to create and purchase or deliver Acceptances as part of any Drawing shall not relieve any other Canadian Lender of its obligation, if any, to create and purchase or deliver Acceptances hereunder, but a Canadian Lender shall not be responsible for the failure of any other Canadian Lender to create and purchase or deliver Acceptances on the Drawing Date for any Drawing. (e) Subject to Section 2.03(b) and satisfaction of the conditions set forth in Section 4.03, each Canadian Lender shall, before 12:00 noon (Toronto time) on the applicable Drawing Date, pay or cause to be paid the Drawing Purchase Price in respect of any Acceptances to be purchased by such Canadian Lender by depositing or causing to be deposited such amount to such account maintained by the Canadian Administrative Agent at its Administrative Agent’s Office as shall have been notified to such Canadian Lender by the Canadian Administrative Agent, in Canadian Dollars in same day funds. Promptly upon receipt of such funds, the Canadian Administrative Agent shall make such funds available to the Canadian Borrower by debiting such account (or causing such account to be debited), and (a) by crediting the Canadian Borrower’s account, as specified by the Canadian Borrower in writing to the Canadian Administrative Agent prior thereto, maintained by the Canadian Administrative Agent at its Administrative Agent’s Office (or causing such account to be credited) with like funds in the aggregate amount of such funds or (b) by wiring such funds in such amount to the account of the Canadian Borrower with another financial institution specified prior thereto by the Canadian Borrower in writing to the Canadian Administrative Agent. Acceptances purchased by a Canadian Lender hereunder may be held by it for its own account until maturity or sold by it at any time prior thereto in any relevant market therefor in Canada, in such Canadian Lender’s sole discretion. (f) Each Schedule I Reference Bank or Other Reference Lender, as the case may be, agrees to furnish to the Canadian Administrative Agent timely information for the purpose of determining each Average Effective Discount Rate. If any one or more of the Schedule I Reference Banks or Other Reference Lenders shall not furnish such information to the Canadian Administrative Agent, the Canadian Administrative Agent shall determine such Average Effective Discount Rate on the basis of timely information furnished by the remaining Schedule I Reference Bank or Other Reference Lender, as applicable. The Canadian Administrative Agent shall give prompt notice to the Canadian Borrower and the Canadian Lenders of each Average Effective Discount Rate determined by the Canadian Administrative Agent for an applicable Drawing Date and the applicable discount rates, if any, furnished by each Schedule I Reference Bank and Other Reference Lender for determining any applicable Average Effective Discount Rate. (g) The Canadian Borrower unconditionally hereby agrees to pay to the Canadian Administrative Agent for the account of each Canadian Lender, on the maturity date for each Acceptance an amount in Canadian Dollars in same day funds equal to the Face Amount of such then-maturing Acceptance. The obligation of the Canadian Borrower set forth above to pay to the Canadian Administrative Agent the Face Amount of any then-maturing Acceptance may be satisfied by paying to the Canadian Administrative Agent at or before 12:00 noon (Toronto time) on the maturity date for such Acceptance an amount in Canadian Dollars in same day funds equal to the Face Amount of such Acceptance; provided that the Canadian Borrower shall have given not less than one Business Day’s prior notice to the Canadian Administrative Agent (which shall promptly notify each Canadian Lender thereof) of its intent to pay the Canadian Administrative Agent in the manner contemplated by this sentence. The Canadian Borrower shall make each payment hereunder in respect of Acceptances by deposit of the required funds to the Canadian Administrative Agent at its Administrative Agent’s Office. Upon receipt of such payment, the Canadian Administrative Agent will promptly thereafter cause such payment to be distributed in like funds in payment of Acceptances ratably (based on the proportion that the aggregate Face Amount of Acceptances accepted by any Canadian Lender maturing on the relevant date bears to the aggregate Face Amount of Acceptances accepted by all Canadian Lenders maturing on such date) to Canadian Lenders for their account. Such payment to the Canadian Administrative Agent shall satisfy the Canadian Borrower’s obligations under any Acceptances to which it relates and each Canadian Lender that has accepted such Acceptances shall thereafter be solely responsible for the payment of such Acceptances. The obligation of the Canadian Borrower set forth in the first paragraph of this Section 2.03(g) to pay to the Canadian Administrative Agent the Face Amount of any then-maturing Acceptance may be satisfied by the Canadian Borrower requesting that new Drafts in an amount sufficient to repay any then-maturing Acceptances be accepted and discounted by the Canadian Lenders in the manner contemplated by Section 2.03 in substitution for any then-maturing Acceptance (to the extent that such amount is otherwise available hereunder); provided that no Default or Event of Default shall have occurred and be continuing and the Canadian Borrower shall have delivered to the Canadian Administrative Agent (which shall promptly provide a copy thereof to each Canadian Lender) a duly completed Drawing Notice not later than 12:00 noon (Toronto time) one Business Day prior to such maturity date, together with any other documents, instruments, certificates and other information contemplated by Section 2.03. In the event the Canadian Borrower does not or cannot for any reason comply with the provisions of the two previous paragraphs with respect to the obligation of the Canadian Borrower to pay to the Canadian Administrative Agent the Face Amount of any then-maturing Acceptance, the unpaid amount due and payable in respect thereof shall be converted as of such date, and without any necessity for the Canadian Borrower to request a Committed Borrowing in accordance with Section 2.02, to, and thereafter be outstanding as, a Base Rate Committed Loan made by Canadian Lenders in accordance with their Pro Rata Shares, and shall bear interest calculated and payable as provided in Section 2.09. (h) The Canadian Borrower hereby appoints each Canadian Lender, acting by any authorized signatory of such Canadian Lender, the attorney of the Canadian Borrower: (i) to execute, for and on behalf and in the same name of the Canadian Borrower as drawer, and to endorse on its behalf, drafts in a form in accordance with Section 2.03(c) and which constitute depository bills for the purpose of the DBNA; (ii) to complete the amount, date and maturity of such Acceptances; and (iii) to deposit such Acceptances that have been accepted by such Canadian Lender with a clearing house (as defined in the DBNA); provided that such acts in each case are to undertaken by such Canadian Lender in accordance with instructions given to such Canadian Lender by the Canadian Borrower as provided in this Section 2.03(h). For certainty, signatures of any authorized signatory of such Canadian Lender may be mechanically reproduced in facsimile on Acceptances issued in accordance with this Section 2.03(h) and such facsimile signatures will be binding and effective as if they had been manually executed by such authorized signatory of such Canadian Lender. Instructions from the Canadian Borrower to such Canadian Lender relating to the execution, completion, endorsement and/or discount by such Canadian Lender on behalf of the Canadian Borrower of Acceptances will be communicated by delivery of a Drawing Notice to the Canadian Administrative Agent. (i) If the Canadian Administrative Agent determines in good faith, which determination shall be final, conclusive and binding upon the Canadian Borrower, and notifies the Canadian Borrower and each Canadian Lender that, by reason of circumstances affecting the money market (i) there is no market for Acceptances; or (ii) the demand for Acceptances is insufficient to allow the sale or trading of the Acceptances created and purchased hereunder; then: (i) the right of the Canadian Borrower to request a Drawing shall be suspended until the Canadian Administrative Agent determines that the circumstances causing such suspension no longer exist and the Canadian Administrative Agent so notifies the Canadian Borrower and each Canadian Lender; and (ii) any Drawing Notice which is outstanding shall be cancelled and the Drawing requested therein shall not be made. The Canadian Administrative Agent shall promptly notify the Canadian Borrower and each Canadian Lender of the suspension of its right to request a Drawing and of the termination of any such suspension. (j) No repayment of an Acceptance shall be made by the Canadian Borrower to a Canadian Lender prior to the maturity date thereof except that the Canadian Borrower may prepay the Canadian Administrative Agent an amount in Canadian Dollars in same day funds equal to the aggregate Face Amount of all outstanding Acceptances. The Canadian Administrative Agent shall pay each Canadian Lender its Pro Rata Share of the amount received. Any scheduled repayment shall be made (unless such repayment has been rescinded or otherwise is required to be returned by such Canadian Lender to the Canadian Borrower for any reason) in accordance with the provisions of the second paragraph of Section 2.03(g). Any such payment or prepayment by the Canadian Borrower to the Canadian Administrative Agent shall satisfy the Canadian Borrower’s obligations under the Acceptance to which it relates and any such Canadian Lender which has accepted such Acceptance shall thereafter be solely responsibl

Acceptances. (a) In addition to requesting Committed Canadian Loans pursuant to Section 2.01(b), the Canadian Borrower may request pursuant to this Section 2.03(a), from time to time during the Availability Period, that the Canadian Lenders create bankers’ ' acceptances (each, an “"Acceptance”") by accepting Drafts from the Canadian Borrower in an aggregate amount not exceeding each of the Canadian Lender’s 's Commitments; provided that the Canadian Borrower shall not request the creation and purchase of any Acceptance if, after giving effect thereto, the sum of (i) Total Outstandings with respect to Canadian Loans, Letters of Credit and Acceptance Usage would exceed the Aggregate Canadian Commitments then in effect, and no Canadian Lender shall have any obligation to create and purchase any Acceptance if, after giving effect thereto, the sum of (i) Total Outstandings with respect to Canadian Loans and Letters of Credit of such Canadian Lender plus (ii) such Canadian Lender’s 's Pro Rata Share of all Canadian Swing Line Loans, plus (iii) the aggregate Acceptance Usage of such Canadian Lender would exceed its Commitment with respect to Canadian Loans, Canadian Letters of Credit and Acceptances. Each Drawing shall be in an aggregate Face Amount of not less than Cdn.$3,000,000 and in integral multiples of Cdn.$100,000 and shall consist of the creation and purchase of Acceptances by Canadian Lenders on the same day in accordance with Section 2.03, ratably in accordance with their respective Pro Rata Shares; provided that if apportionment of Acceptances among the Canadian Lenders cannot be made on a pro rata basis in even multiples of Cdn.$100,000, the Canadian Administrative Agent shall round the allocations among Canadian Lenders consistent with the Canadian Administrative Agent’s 's money market practices. There shall not be more than eight (8) Drawings in effect with respect to Acceptances. Whenever the Canadian Borrower requests the Canadian Lenders to create Acceptances, each Canadian Lender that is not permitted by applicable law or by customary market practice to accept an Acceptance (a “"Non BA Lender”") shall, in lieu of accepting its pro rata amount of such Acceptances, make available to the Canadian Borrower on the Drawing Date a loan (a “"BA Equivalent Loan”") in Canadian Dollars and in an amount equal to the Drawing Purchase Price of the Acceptances that the Non BA Lender would have been required to accept on the Drawing Date if it were able to accept Acceptances. To the extent not otherwise deducted in the calculation of the amount of the BA Equivalent Loan, each Non BA Lender shall also be entitled to deduct from the BA Equivalent Loan an amount equal to the Drawing Fee that would have been applicable had it been able to accept Acceptances. The BA Equivalent Loan shall have a term equal to the term of the Acceptances that the Non BA Lender would otherwise have accepted and the Canadian Borrower shall, at the end of that term, be obligated to pay the Non BA Lender an amount equal to the aggregate face amount of the Acceptances that it would otherwise have accepted. All provisions of this Agreement applicable to Acceptances and Canadian Lenders that accept Acceptances shall apply mutatis mutandis to BA Equivalent Loans and Non BA Lenders. (b) Each Drawing shall be made on two Business Days prior written notice, given not later than 1:00 p.m. 12:00 noon (Toronto time), by the Canadian Borrower to the Canadian Administrative Agent, which shall give each Canadian Lender prompt notice thereof and of such Canadian Lender’s 's ratable portion of aggregate Face Amount of the Drafts to be accepted under the Drawing. Each such notice of a Drawing (a “"Drawing Notice”") shall be given in substantially the form of Exhibit H hereto or by telephone confirmed promptly in writing in substantially the form of Exhibit H, and shall specify therein (i) the Drawing Date; (ii) the aggregate Face Amount of Drafts to be accepted; and (iii) the maturity date for such Drafts (it being agreed and understood that the Canadian Borrower shall not request a maturity date for Drafts that would be subsequent to the Maturity Date). Neither the Canadian Administrative Agent nor any Canadian Lender shall incur any liability to the Canadian Borrower in acting on the telephonic notice referred to above which the Canadian Administrative Agent or such Canadian Lender believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of the Canadian Borrower or for otherwise acting in good faith under this Section 2.03, and upon the creation and purchase or delivery of Acceptances pursuant to any such telephonic notice, the Canadian Borrower shall be liable with respect thereto as provided herein. Each Drawing Notice shall be irrevocable and binding on the Canadian Borrower. The Canadian Borrower shall indemnify each Canadian Lender against any loss or expense incurred by such Canadian Lender as a result of any failure by the Canadian Borrower to fulfill or honor before the date specified for any Drawing, the applicable conditions set forth in this Section 2.03 if the Drawing, as a result of such failure, is not made on such date. (c) Each Draft presented by the Canadian Borrower shall (i) be in an integral multiple of Cdn.$100,000; (ii) be dated the date of the Drawing; (iii) mature and be payable by the Canadian Borrower (in common with all other Drafts presented in connection with such Drawing) on a Business Day which occurs approximately 30, 60, 90 or 180 days after the date thereof or such shorter period than 180 days as agreed by the Canadian Borrower and the Canadian Administrative Agent; and (iv) be otherwise consistent with the provisions of this Agreement relating to the amounts and maturity dates thereof. The Canadian Borrower hereby renounces, and shall not claim, any days of grace for the payment of any Acceptances. (d) Not later than 11:00 a.m. (Toronto time) on an applicable Drawing Date, each Canadian Lender shall complete one or more Drafts dated the date of such Drawing, with the maturity date specified in the applicable Drawing Notice, accept such Drafts, and following fulfillment of any applicable conditions and as specified in the applicable Drawing Notice, purchase the Acceptances thereby created for the Drawing Purchase Price. The failure of any Canadian Lender to create and purchase or deliver Acceptances as part of any Drawing shall not relieve any other Canadian Lender of its obligation, if any, to create and purchase or deliver Acceptances hereunder, but a Canadian Lender shall not be responsible for the failure of any other Canadian Lender to create and purchase or deliver Acceptances on the Drawing Date for any Drawing. (e) Subject to Section 2.03(b) and satisfaction of the conditions set forth in Section 4.03, each Canadian Lender shall, before 12:00 noon (Toronto time) on the applicable Drawing Date, pay or cause to be paid the Drawing Purchase Price in respect of any Acceptances to be purchased by such Canadian Lender by depositing or causing to be deposited such amount to such account maintained by the Canadian Administrative Agent at its Administrative Agent’s 's Office as shall have been notified to such Canadian Lender by the Canadian Administrative Agent, in Canadian Dollars in same day funds. Promptly upon receipt of such funds, the Canadian Administrative Agent shall make such funds available to the Canadian Borrower by debiting such account (or causing such account to be debited), and (a) by crediting the Canadian Borrower’s 's account, as specified by the Canadian Borrower in writing to the Canadian Administrative Agent prior thereto, maintained by the Canadian Administrative Agent at its Administrative Agent’s 's Office (or causing such account to be credited) with like funds in the aggregate amount of such funds or (b) by wiring such funds in such amount to the account of the Canadian Borrower with another financial institution specified prior thereto by the Canadian Borrower in writing to the Canadian Administrative Agent. Acceptances purchased by a Canadian Lender hereunder may be held by it for its own account until maturity or sold by it at any time prior thereto in any relevant market therefor in Canada, in such Canadian Lender’s 's sole discretion. (f) Each Schedule I Reference Bank or Other Reference Lender, as the case may be, agrees to furnish to the Canadian Administrative Agent timely information for the purpose of determining each Average Effective Discount Rate. If any one or more of the Schedule I Reference Banks or Other Reference Lenders shall not furnish such information to the Canadian Administrative Agent, the Canadian Administrative Agent shall determine such Average Effective Discount Rate on the basis of timely information furnished by the remaining Schedule I Reference Bank or Other Reference Lender, as applicable. The Canadian Administrative Agent shall give prompt notice to the Canadian Borrower and the Canadian Lenders of each Average Effective Discount Rate determined by the Canadian Administrative Agent for an applicable Drawing Date and the applicable discount rates, if any, furnished by each Schedule I Reference Bank and Other Reference Lender for determining any applicable Average Effective Discount Rate. (g) The Canadian Borrower unconditionally hereby agrees to pay to the Canadian Administrative Agent for the account of each Canadian Lender, on the maturity date for each Acceptance an amount in Canadian Dollars in same day funds equal to the Face Amount of such then-maturing Acceptance. The obligation of the Canadian Borrower set forth above to pay to the Canadian Administrative Agent the Face Amount of any then-maturing Acceptance may be satisfied by paying to the Canadian Administrative Agent at or before 12:00 noon (Toronto time) on the maturity date for such Acceptance an amount in Canadian Dollars in same day funds equal to the Face Amount of such Acceptance; provided that the Canadian Borrower shall have given not less than one Business Day’s 's prior notice to the Canadian Administrative Agent (which shall promptly notify each Canadian Lender thereof) of its intent to pay the Canadian Administrative Agent in the manner contemplated by this sentence. The Canadian Borrower shall make each payment hereunder in respect of Acceptances by deposit of the required funds to the Canadian Administrative Agent at its Administrative Agent’s 's Office. Upon receipt of such payment, the Canadian Administrative Agent will promptly thereafter cause such payment to be distributed in like funds in payment of Acceptances ratably (based on the proportion that the aggregate Face Amount of Acceptances accepted by any Canadian Lender maturing on the relevant date bears to the aggregate Face Amount of Acceptances accepted by all Canadian Lenders maturing on such date) to Canadian Lenders for their account. Such payment to the Canadian Administrative Agent shall satisfy the Canadian Borrower’s 's obligations under any Acceptances to which it relates and each Canadian Lender that has accepted such Acceptances shall thereafter be solely responsible for the payment of such Acceptances. The obligation of the Canadian Borrower set forth in the first paragraph of this Section 2.03(g) to pay to the Canadian Administrative Agent the Face Amount of any then-maturing Acceptance may be satisfied by the Canadian Borrower requesting that new Drafts in an amount sufficient to repay any then-maturing Acceptances be accepted and discounted by the Canadian Lenders in the manner contemplated by Section 2.03 in substitution for any then-maturing Acceptance (to the extent that such amount is otherwise available hereunder); provided that no Default or Event of Default shall have occurred and be continuing and the Canadian Borrower shall have delivered to the Canadian Administrative Agent (which shall promptly provide a copy thereof to each Canadian Lender) a duly completed Drawing Notice not later than 12:00 noon (Toronto time) one Business Day prior to such maturity date, together with any other documents, instruments, certificates and other information contemplated by Section 2.03. In the event the Canadian Borrower does not or cannot for any reason comply with the provisions of the two previous paragraphs with respect to the obligation of the Canadian Borrower to pay to the Canadian Administrative Agent the Face Amount of any then-maturing Acceptance, the unpaid amount due and payable in respect thereof shall be converted as of such date, and without any necessity for the Canadian Borrower to request a Committed Borrowing in accordance with Section 2.02, to, and thereafter be outstanding as, a Base Rate Committed Loan made by Canadian Lenders in accordance with their Pro Rata Shares, and shall bear interest calculated and payable as provided in Section 2.09. (h) The Canadian Borrower hereby appoints each Canadian Lender, acting by any authorized signatory of such Canadian Lender, the attorney of the Canadian Borrower: (i) to execute, for and on behalf and in the same name of the Canadian Borrower as drawer, and to endorse on its behalf, drafts in a form in accordance with Section 2.03(c) and which constitute depository bills for the purpose of the DBNA; (ii) to complete the amount, date and maturity of such Acceptances; and (iii) to deposit such Acceptances that have been accepted by such Canadian Lender with a clearing house (as defined in the DBNA); provided that such acts in each case are to undertaken by such Canadian Lender in accordance with instructions given to such Canadian Lender by the Canadian Borrower as provided in this Section 2.03(h). For certainty, signatures of any authorized signatory of such Canadian Lender may be mechanically reproduced in facsimile on Acceptances issued in accordance with this Section 2.03(h) and such facsimile signatures will be binding and effective as if they had been manually executed by such authorized signatory of such Canadian Lender. Instructions from the Canadian Borrower to such Canadian Lender relating to the execution, completion, endorsement and/or discount by such Canadian Lender on behalf of the Canadian Borrower of Acceptances will be communicated by delivery of a Drawing Notice to the Canadian Administrative Agent. (i) If the Canadian Administrative Agent determines in good faith, which determination shall be final, conclusive and binding upon the Canadian Borrower, and notifies the Canadian Borrower and each Canadian Lender that, by reason of circumstances affecting the money market (i) there is no market for Acceptances; or (ii) the demand for Acceptances is insufficient to allow the sale or trading of the Acceptances created and purchased hereunder; then: (i) the right of the Canadian Borrower to request a Drawing shall be suspended until the Canadian Administrative Agent determines that the circumstances causing such suspension no longer exist and the Canadian Administrative Agent so notifies the Canadian Borrower and each Canadian Lender; and (ii) any Drawing Notice which is outstanding shall be cancelled and the Drawing requested therein shall not be made. The Canadian Administrative Agent shall promptly notify the Canadian Borrower and each Canadian Lender of the suspension of its right to request a Drawing and of the termination of any such suspension. (j) No repayment of an Acceptance shall be made by the Canadian Borrower to a Canadian Lender prior to the maturity date thereof except that the Canadian Borrower may prepay the Canadian Administrative Agent an amount in Canadian Dollars in same day funds equal to the aggregate Face Amount of all outstanding Acceptances. The Canadian Administrative Agent shall pay each Canadian Lender its Pro Rata Share of the amount received. Any scheduled repayment shall be made (unless such repayment has been rescinded or otherwise is required to be returned by such Canadian Lender to the Canadian Borrower for any reason) in accordance with the provisions of the second paragraph of Section 2.03(g). Any such payment or prepayment by the Canadian Borrower to the Canadian Administrative Agent shall satisfy the Canadian Borrower’s 's obligations under the Acceptance to which it relates and any such Canadian Lender which has accepted such Acceptance shall thereafter be solely responsiblresponsib

Acceptances. (a) In addition to requesting Committed Canadian Loans pursuant to Section 2.01(b), the Canadian Borrower may request pursuant to this Section 2.03(a), from time to time during the Availability Period, that the Canadian Lenders create bankers’ acceptances (each, an “Acceptance”) by accepting Drafts from the Canadian Borrower in an aggregate amount not exceeding each of the Canadian Lender’s Commitments; provided that the Canadian Borrower shall not request the creation and purchase of any Acceptance if, after giving effect thereto, the sum of (i) Total Outstandings with respect to Canadian Loans, Canadian Letters of Credit and Acceptance Usage would exceed the Aggregate Canadian Commitments then in effect, and no Canadian Lender shall have any obligation to create and purchase any Acceptance if, after giving effect thereto, the sum of (i) Total Outstandings with respect to Canadian Loans and Canadian Letters of Credit of such Canadian Lender Lender, plus (ii) such Canadian Lender’s Pro Rata Share of all Canadian Swing Line Loans, plus (iii) the aggregate Acceptance Usage of such Canadian Lender would exceed its Commitment with respect to Canadian Loans, Canadian Letters of Credit and Acceptances. Each Drawing shall be in an aggregate Face Amount of not less than Cdn.$3,000,000 and in integral multiples of Cdn.$100,000 and shall consist of the creation and purchase of Acceptances by Canadian Lenders on the same day in accordance with Section 2.03, ratably in accordance with their respective Pro Rata Shares; provided that if apportionment of Acceptances among the Canadian Lenders cannot be made on a pro rata basis in even multiples of Cdn.$100,000, the Canadian Administrative Agent shall round the allocations among Canadian Lenders consistent with the Canadian Administrative Agent’s money market practices. There shall not be more than eight (8) Drawings in effect with respect to Acceptances. Whenever the Canadian Borrower requests the Canadian Lenders to create Acceptances, each Canadian Lender that is not permitted by applicable law or by customary market practice to accept an Acceptance (a “Non BA Lender”) shall, in lieu of accepting its pro rata amount of such Acceptances, make available to the Canadian Borrower on the Drawing Date a loan (a “BA Equivalent Loan”) in Canadian Dollars and in an amount equal to the Drawing Purchase Price of the Acceptances that the Non BA Lender would have been required to accept on the Drawing Date if it were able to accept Acceptances. To the extent not otherwise deducted in the calculation of the amount of the BA Equivalent Loan, each Non BA Lender shall also be entitled to deduct from the BA Equivalent Loan an amount equal to the Drawing Fee that would have been applicable had it been able to accept Acceptances. The BA Equivalent Loan shall have a term equal to the term of the Acceptances that the Non BA Lender would otherwise have accepted and the Canadian Borrower shall, at the end of that term, be obligated to pay the Non BA Lender an amount equal to the aggregate face amount of the Acceptances that it would otherwise have accepted. All provisions of this Agreement applicable to Acceptances and Canadian Lenders that accept Acceptances shall apply mutatis mutandis to BA Equivalent Loans and Non BA Lenders. (b) Each Drawing shall be made on two Business Days prior written notice, given not later than 1:00 p.m. (Toronto time), by the Canadian Borrower to the Canadian Administrative Agent, which shall give each Canadian Lender prompt notice thereof and of such Canadian Lender’s ratable portion of the aggregate Face Amount of the Drafts to be accepted under the Drawing. Each such notice of a Drawing (a “Drawing Notice”) shall be given in substantially the form of Exhibit H F hereto or by telephone confirmed promptly in writing in substantially the form of Exhibit HF, and shall specify therein (i) the Drawing Date; (ii) the aggregate Face Amount of Drafts to be accepted; and (iii) the maturity date for such Drafts (it being agreed and understood that the Canadian Borrower shall not request a maturity date for Drafts that would be subsequent to the Maturity Date). Neither the Canadian Administrative Agent nor any Canadian Lender shall incur any liability to the Canadian Borrower in acting on the telephonic notice referred to above which the Canadian Administrative Agent or such Canadian Lender believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of the Canadian Borrower or for otherwise acting in good faith under this Section 2.03, and upon the creation and purchase or delivery of Acceptances pursuant to any such telephonic notice, the Canadian Borrower shall be liable with respect thereto as provided herein. Each Drawing Notice shall be irrevocable and binding on the Canadian Borrower. The Canadian Borrower shall indemnify each Canadian Lender against any loss or expense incurred by such Canadian Lender as a result of any failure by the Canadian Borrower to fulfill or honor before the date specified for any Drawing, the applicable conditions set forth in this Section 2.03 if the Drawing, as a result of such failure, is not made on such date. (c) Each Draft presented by the Canadian Borrower shall (i) be in an integral multiple of Cdn.$100,000; (ii) be dated the date of the Drawing; (iii) mature and be payable by the Canadian Borrower (in common with all other Drafts presented in connection with such Drawing) on a Business Day which occurs approximately 301, 602, 90 3 or 180 days 6 months after the date thereof or such shorter period than 180 days 6 months as agreed by the Canadian Borrower and the Canadian Administrative Agent; and (iv) be otherwise consistent with the provisions of this Agreement relating to the amounts and maturity dates thereof. The Canadian Borrower hereby renounces, and shall not claim, any days of grace for the payment of any Acceptances. (d) Not later than 11:00 a.m. (Toronto time) on an applicable Drawing Date, each Canadian Lender shall complete one or more Drafts dated the date of such Drawing, with the maturity date specified in the applicable Drawing Notice, accept such Drafts, and following fulfillment of any applicable conditions and as specified in the applicable Drawing Notice, purchase the Acceptances thereby created for the Drawing Purchase Price. The failure of any Canadian Lender to create and purchase or deliver Acceptances as part of any Drawing shall not relieve any other Canadian Lender of its obligation, if any, to create and purchase or deliver Acceptances hereunder, but a Canadian Lender shall not be responsible for the failure of any other Canadian Lender to create and purchase or deliver Acceptances on the Drawing Date for any Drawing. (e) Subject to Section 2.03(b) and satisfaction of the conditions set forth in Section 4.03, each Canadian Lender shall, before 12:00 noon (Toronto time) on the applicable Drawing Date, pay or cause to be paid the Drawing Purchase Price in respect of any Acceptances to be purchased by such Canadian Lender by depositing or causing to be deposited such amount to such account maintained by the Canadian Administrative Agent at its Administrative Agent’s Office as shall have been notified to such Canadian Lender by the Canadian Administrative Agent, in Canadian Dollars in same day funds. Promptly upon receipt of such funds, the Canadian Administrative Agent shall make such funds available to the Canadian Borrower by debiting such account (or causing such account to be debited), and (a) by crediting the Canadian Borrower’s account, as specified by the Canadian Borrower in writing to the Canadian Administrative Agent prior thereto, maintained by the Canadian Administrative Agent at its Administrative Agent’s Office (or causing such account to be credited) with like funds in the aggregate amount of such funds or (b) by wiring such funds in such amount to the account of the Canadian Borrower with another financial institution specified prior thereto by the Canadian Borrower in writing to the Canadian Administrative Agent. Acceptances purchased by a Canadian Lender hereunder may be held by it for its own account until maturity or sold by it at any time prior thereto in any relevant market therefor in Canada, in such Canadian Lender’s sole discretion. (f) Each Schedule I Reference Bank or Other Reference Lender, as the case may be, agrees to furnish to the Canadian Administrative Agent timely information for the purpose of determining each Average Effective Discount Rate. If any one or more of the Schedule I Reference Banks or Other Reference Lenders shall not furnish such information to the Canadian Administrative Agent, the Canadian Administrative Agent shall determine such Average Effective Discount Rate on the basis of timely information furnished by the remaining Schedule I Reference Bank or Other Reference Lender, as applicable. The Canadian Administrative Agent shall give prompt notice to the Canadian Borrower and the Canadian Lenders of each Average Effective Discount Rate determined by the Canadian Administrative Agent for an applicable Drawing Date and the applicable discount rates, if any, furnished by each Schedule I Reference Bank and Other Reference Lender for determining any applicable Average Effective Discount Rate. (g) The Canadian Borrower unconditionally hereby agrees to pay to the Canadian Administrative Agent for the account of each Canadian Lender, on the maturity date for each Acceptance an amount in Canadian Dollars in same day funds equal to the Face Amount of such then-maturing Acceptance. The obligation of the Canadian Borrower set forth above to pay to the Canadian Administrative Agent the Face Amount of any then-maturing Acceptance may be satisfied by paying to the Canadian Administrative Agent at or before 12:00 noon (Toronto time) on the maturity date for such Acceptance an amount in Canadian Dollars in same day funds equal to the Face Amount of such Acceptance; provided that the Canadian Borrower shall have given not less than one Business Day’s prior notice to the Canadian Administrative Agent (which shall promptly notify each Canadian Lender thereof) of its intent to pay the Canadian Administrative Agent in the manner contemplated by this sentence. The Canadian Borrower shall make each payment hereunder in respect of Acceptances by deposit of the required funds to the Canadian Administrative Agent at its Administrative Agent’s Office. Upon receipt of such payment, the Canadian Administrative Agent will promptly thereafter cause such payment to be distributed in like funds in payment of Acceptances ratably (based on the proportion that the aggregate Face Amount of Acceptances accepted by any Canadian Lender maturing on the relevant date bears to the aggregate Face Amount of Acceptances accepted by all Canadian Lenders maturing on such date) to Canadian Lenders for their account. Such payment to the Canadian Administrative Agent shall satisfy the Canadian Borrower’s obligations under any Acceptances to which it relates and each Canadian Lender that has accepted such Acceptances shall thereafter be solely responsible for the payment of such Acceptances. The obligation of the Canadian Borrower set forth in the first paragraph of this Section 2.03(g) to pay to the Canadian Administrative Agent the Face Amount of any then-maturing Acceptance may be satisfied by the Canadian Borrower requesting that new Drafts in an amount sufficient to repay any then-maturing Acceptances be accepted and discounted by the Canadian Lenders in the manner contemplated by Section 2.03 in substitution for any then-maturing Acceptance (to the extent that such amount is otherwise available hereunder); provided that no Default or Event of Default shall have occurred and be continuing and the Canadian Borrower shall have delivered to the Canadian Administrative Agent (which shall promptly provide a copy thereof to each Canadian Lender) a duly completed Drawing Notice not later than 12:00 noon (Toronto time) one Business Day prior to such maturity date, together with any other documents, instruments, certificates and other information contemplated by Section 2.03. In the event the Canadian Borrower does not or cannot for any reason comply with the provisions of the two previous paragraphs with respect to the obligation of the Canadian Borrower to pay to the Canadian Administrative Agent the Face Amount of any then-maturing Acceptance, the unpaid amount due and payable in respect thereof shall be converted as of such date, and without any necessity for the Canadian Borrower to request a Committed Borrowing in accordance with Section 2.02, to, and thereafter be outstanding as, a Base Rate Committed Loan made by Canadian Lenders in accordance with their Pro Rata Shares, and shall bear interest calculated and payable as provided in Section 2.09. (h) The Canadian Borrower hereby appoints each Canadian Lender, acting by any authorized signatory of such Canadian Lender, the attorney of the Canadian Borrower: (i) to execute, for and on behalf and in the same name of the Canadian Borrower as drawer, and to endorse on its behalf, drafts in a form in accordance with Section 2.03(c) and which constitute depository bills for the purpose of the DBNA; (ii) to complete the amount, date and maturity of such Acceptances; and (iii) to deposit such Acceptances that have been accepted by such Canadian Lender with a clearing house (as defined in the DBNA); provided that such acts in each case are to undertaken by such Canadian Lender in accordance with instructions given to such Canadian Lender by the Canadian Borrower as provided in this Section 2.03(h). For certainty, signatures of any authorized signatory of such Canadian Lender may be mechanically reproduced in facsimile on Acceptances issued in accordance with this Section 2.03(h) and such facsimile signatures will be binding and effective as if they had been manually executed by such authorized signatory of such Canadian Lender. Instructions from the Canadian Borrower to such Canadian Lender relating to the execution, completion, endorsement and/or discount by such Canadian Lender on behalf of the Canadian Borrower of Acceptances will be communicated by delivery of a Drawing Notice to the Canadian Administrative Agent. (i) If the Canadian Administrative Agent determines in good faith, which determination shall be final, conclusive and binding upon the Canadian Borrower, and notifies the Canadian Borrower and each Canadian Lender that, by reason of circumstances affecting the money market (i) there is no market for Acceptances; or (ii) the demand for Acceptances is insufficient to allow the sale or trading of the Acceptances created and purchased hereunder; then: (i) the right of the Canadian Borrower to request a Drawing shall be suspended until the Canadian Administrative Agent determines that the circumstances causing such suspension no longer exist and the Canadian Administrative Agent so notifies the Canadian Borrower and each Canadian Lender; and (ii) any Drawing Notice which is outstanding shall be cancelled and the Drawing requested therein shall not be made. The Canadian Administrative Agent shall promptly notify the Canadian Borrower and each Canadian Lender of the suspension of its right to request a Drawing and of the termination of any such suspension. (j) No repayment of an Acceptance shall be made by the Canadian Borrower to a Canadian Lender prior to the maturity date thereof except that the Canadian Borrower may prepay the Canadian Administrative Agent an amount in Canadian Dollars in same day funds equal to the aggregate Face Amount of all any outstanding Acceptances. The Canadian Administrative Agent shall pay each Canadian Lender its Pro Rata Share of the amount received. Any scheduled repayment shall be made (unless such repayment has been rescinded or otherwise is required to be returned by such Canadian Lender to the Canadian Borrower for any reason) in accordance with the provisions of the second paragraph of Section 2.03(g). Any such payment or prepayment by the Canadian Borrower to the Canadian Administrative Agent shall satisfy the Canadian Borrower’s obligations under the Acceptance to which it relates and any such Canadian Lender which has accepted such Acceptance shall thereafter be solely responsibls