Common use of Acceptances and Drafts Clause in Contracts

Acceptances and Drafts. (1) Each applicable Lender (other than the Swingline Lender) severally agrees, in accordance with the terms and conditions of this Agreement and in accordance with the applicable Drawing Notice, from time to time on any Business Day prior to the Maturity Date (i) in the case of a Lender which is willing and able to accept Drafts, to create acceptances (“Banker’s Acceptances”) by accepting Drafts and to purchase such Banker’s Acceptances in accordance with Section 4.03(2); and (ii) in the case of a Lender which is unwilling or unable to accept Drafts, to purchase completed Drafts (which have not been and will not be accepted by the Lender or any other Lender) in accordance with Section 4.03(2), in each case, as requested by the Canadian Borrower in accordance with this ARTICLE 4. (2) Each requested Drawing shall be in the minimum aggregate Face Amount and in an integral multiple of the amount set forth in Schedule 5 and shall consist of the creation and purchase of Banker’s Acceptances or the purchase of Drafts on the same day, in each case for the applicable Drawing Price, by the relevant Lenders, in accordance with Section 4.03 and their respective applicable Commitment. (3) The aggregate Face Amount of the Banker’s Acceptances to be created and purchased by a Lender or Drafts to be purchased by a Lender on any Drawing Date (upon a conversion or otherwise), shall be determined by the Agent based upon each Lender’s rateable portion of the Drawing, except that, if the Face Amount of any Banker’s Acceptance to be created and purchased or Draft to be purchased, determined as aforesaid, would not be in an integral multiple of Cdn.$100,000, the Agent in its sole discretion may increase such Face Amount to the nearest whole multiple of Cdn.$100,000 or may reduce such Face Amount to the nearest whole multiple of Cdn.$100,000.

Acceptances and Drafts. (1) Each applicable Lender Lender, individually and not jointly and severally (other than the Swingline Lender) severally or solidarily), agrees, in accordance with on the terms and conditions of this Agreement and in accordance with the applicable Drawing Notice, from time to time on any Business Day prior to the Maturity Date (i) in the case of a Lender which is willing and able to accept Drafts, to create Drafts in the form of acceptances (“Banker’s Bankers’ Acceptances”) by accepting ), to accept Drafts and to purchase such Banker’s Bankers’ Acceptances in accordance with Section 4.03(2); and (ii) in the case of a Lender which is unwilling or unable to accept Drafts, to purchase completed Drafts (which have not been and will not be accepted by the Lender or any other Lender) in accordance with Section 4.03(2), in each case, as requested by the Canadian Borrower in accordance with this ARTICLE 4. (2) Each requested Drawing shall be in the a minimum aggregate Face Amount amount of $1,000,000 and in an integral multiple of the amount set forth in Schedule 5 $100,000 and shall consist of the creation acceptance and purchase of Banker’s Bankers’ Acceptances or the purchase of Drafts on the same day, in each case for the applicable Drawing Price, effected or arranged by the relevant Lenders, applicable Lenders in accordance with Section 4.03 and their respective applicable Lender’s Commitment. (3) The aggregate Face Amount of If the Banker’s Administrative Agent determines that the Bankers’ Acceptances to be created accepted and purchased by a Lender or Drafts to be purchased by a Lender on any Drawing Date (upon a conversion or otherwise), shall ) will not be determined accepted and purchased rateably by the Agent based upon each Lender’s rateable portion applicable Lenders (or any of their respective Participants) in accordance with Section 4.01(2) and Section 4.03, then the Drawing, except that, if the requested Face Amount of any Banker’s Acceptance to Bankers’ Acceptances and Drafts shall be created and purchased increased or Draft to be purchased, determined as aforesaid, would not be in an integral multiple of Cdn.$100,000, the Agent in its sole discretion may increase such Face Amount reduced to the nearest whole multiple of Cdn.$100,000 or may reduce such $1,000 as the Administrative Agent in its sole discretion determines will permit rateable sharing and, if reduced, the amount by which the requested Face Amount shall have been so reduced shall be converted or continued, as the case may be, as a Canadian Prime Rate Advance under the Credit Facility to be made contemporaneously with the nearest whole multiple of Cdn.$100,000Drawing.

Acceptances and Drafts. (1a) Each applicable Lender (other than the 5 Year Swingline LenderLenders and the Documentary Credit Lenders in such capacities) severally agrees, in accordance with on the terms and conditions of this Agreement Agreement, and in accordance with the applicable Drawing Notice, from time to time on any Business Day prior to the 5 Year Maturity Date in respect of such Lender if it is a 5 Year Lender and prior to the 2 Year Maturity Date in respect of such Lender if it is a 2 Year Lender: (i) in the case of a Lender which is willing and able to accept Drafts, to create acceptances (“Banker’s Bankers’ Acceptances”) by accepting Drafts and to purchase such Banker’s Bankers’ Acceptances in accordance with Section 4.03(24.3(b); and and (ii) in the case of a Lender which is unwilling or unable to accept Drafts, to purchase completed Drafts (which have not been and will not be accepted by the such Lender or any other Lender) in accordance with Section 4.03(24.3(b), in each case, as requested by the Canadian Borrower in accordance with this ARTICLE 4. (2b) Each requested Drawing shall be in the minimum aggregate Face Amount and in an integral multiple of the amount set forth in Schedule 5 6 and shall consist of the creation and purchase of Banker’s Bankers’ Acceptances or the purchase of Drafts on the same day, in each case for the applicable Drawing Price, by the relevant Lenders, Lenders in accordance with Section 4.03 4.3 and their respective Lender’s Commitment under the applicable CommitmentCredit Facility. (3c) The aggregate Face Amount of the Banker’s Bankers’ Acceptances to be created and purchased by a Lender or Drafts to be purchased by a Lender on any Drawing Date (upon a conversion or otherwise), shall be determined by the Administrative Agent based upon each Lender’s rateable portion of the Drawing, except that, if the Face Amount of any Banker’s Bankers’ Acceptance to be created and purchased or Draft to be purchased, determined as aforesaid, would not be in an integral multiple of Cdn.$100,000Cdn. $100,000, the Administrative Agent in its sole discretion may increase such Face Amount to the nearest whole multiple of Cdn.$100,000 Cdn. $100,000 or may reduce such Face Amount to the nearest whole multiple of Cdn.$100,000Cdn. $100,000.

Acceptances and Drafts. (1) Each applicable Lender (other than the Swingline Lender) severally The Agent agrees, in accordance with on the terms and conditions of this Financing Agreement and in accordance with the applicable Drawing Notice, from time to time on any Business Day prior to the Maturity Anniversary Date to 42 -40- either (i) in the case of a Lender which is willing and able to accept Drafts, to create acceptances (“Banker’s Acceptances”"BANKERS' ACCEPTANCES") by accepting Drafts and to purchase such Banker’s Bankers' Acceptances in accordance with Section 4.03(26(6); and , or (ii) in the case of a Lender which is unwilling or unable to accept Drafts, to purchase completed Drafts (which have not been and will not be accepted by the Lender Agent or any other Lender) in accordance with Section 4.03(26(6), in each case, as requested by the Canadian Borrower in accordance with this ARTICLE 4. (2) Each requested Drawing shall be in the a minimum aggregate Face Amount of $1,000,000 and in an integral multiple of the amount set forth in Schedule 5 $100,000, and shall consist of the creation and purchase of Banker’s Bankers' Acceptances or the purchase of Drafts on the same day, in each case for the applicable Drawing Price, effected or arranged by the relevant Lenders, Agent in accordance with Section 4.03 and their respective applicable Commitment6(5) to Section 6(8). (3) The aggregate Face Amount of If the Banker’s Agent determines that the Bankers' Acceptances to be created and purchased by a Lender or Drafts to be purchased by a Lender on any Drawing Date (upon a conversion or otherwise), shall be determined by the Agent based upon each Lender’s rateable portion of the Drawing, except that, if the Face Amount of any Banker’s Acceptance to ) will not be created and purchased rateably by the Lenders in accordance with Section 6(1) and Section 6(2), then the requested Face Amount of Bankers' Acceptances and Drafts shall be reduced to such lesser amount as the Agent determines will permit rateable sharing and the amount by which the requested Face Amount shall have been so reduced shall be converted or Draft continued, as the case may be, as a CIBC Bank Rate Loan as either a Revolving Loan or as the Term Loan, as the case may be, to be purchased, determined as aforesaid, would not made contemporaneously with the Drawing. (4) Each Draft presented by the Company shall (i) be in a minimum amount of $1,000,000 and in an integral multiple of Cdn.$100,000$100,000, (ii) be dated the date of the Drawing, and (iii) mature and be payable by the Company (in common with all other Drafts presented in connection with such Drawing) on a Business Day which occurs approximately 30, 60 or 90 days at the election of the Company after the Drawing Date and on or prior to the Anniversary Date and which would not, in the opinion of the Agent, conflict with the repayment as provided for herein of Revolving Loans and the Term Loan. (5) Each Drawing shall be made on notice given by the Company to the Agent not later than 10:00 a.m. (Toronto time) on two Business Days notice. Each such notice shall be irrevocable and binding on the Company and shall specify (i) the Drawing Date, (ii) whether the Drawing is to be made as a Revolving Loan or the Term Loan, (iii) the aggregate Face Amount of Drafts to be accepted and purchased (or purchased, as the case may be), and (iv) the contract maturity date for the Drafts. (6) Not later than 2:00 p.m. (Toronto time) on an applicable Drawing Date, each Lender shall complete one or more Drafts in accordance with the Drawing notice and either (i) accept the Drafts and purchase the Bankers' Acceptances so created for the Drawing Price, or (ii) purchase the Drafts for the Drawing Price. In each case, upon receipt of the Drawing Price and upon fulfilment of 43 -41- the applicable conditions precedent set forth in Section 2, the Agent shall make funds available to the Company in its sole discretion accordance with Section 3 or 4, as the case may increase be. (7) The Company shall, at the request of the Agent, issue one or more non-interest bearing promissory notes (each a "BA EQUIVALENT NOTE") payable on the date of maturity of the unaccepted Draft referred to below, in such form as the Agent may specify and in a principal amount equal to the Face Amount of, and in exchange for, any unaccepted Drafts which the Agent has purchased or has arranged to have purchased in accordance with Section 6(6). (8) Bankers' Acceptances purchased by a Lender may be held by it for its own account until the contract maturity date or sold by it at any time prior to that date in any relevant Canadian market in such Person's sole discretion. (9) To enable the Lenders to create Bankers' Acceptances or complete Drafts in the manner specified in this Section 6, the Company shall supply the Agent with such number of Drafts as it may reasonably request, duly endorsed and executed on behalf of the Company. The Agent will exercise such care in the custody and safekeeping of Drafts as it would exercise in the custody and safekeeping of similar property owned by it and will, upon request by the Company, promptly advise the Company of the number and designations, if any, of uncompleted Drafts held by it for the Company. The signature of any officer of the Company on a Draft may be mechanically reproduced and BA Instruments bearing facsimile signature shall be binding upon the Company as if they had been manually signed. Even if the individuals whose manual or facsimile signature appears on any BA Instrument no longer hold office at the date of signature, at the date of its acceptance by the Agent or at any time after such date, any BA Instrument so signed shall be valid and binding upon the Company. (10) Upon the maturity of a BA Instrument, the Company may (i) elect to issue a replacement BA Instrument by giving a Drawing notice in accordance with Section 6(1) and Section 6(5), (ii) elect to have all or a portion of the Face Amount of the BA Instrument converted to an advance as a CIBC Bank Rate Loan by giving a written notice in accordance with Section 3(1), or (iii) pay, on or before 10:00 a.m. (Toronto time) on the maturity date for the BA Instrument, an amount in Canadian Dollars equal to the nearest whole multiple of Cdn.$100,000 or may reduce such Face Amount of the BA Instrument (notwithstanding that the Lender may be the holder of it at maturity). Any such payment shall satisfy the Company's obligations under the BA Instrument to which it relates and the nearest whole multiple relevant Lender shall then be solely responsible for the payment of Cdn.$100,000the BA Instrument. 44 -42- (11) If the Company fails to pay any BA Instrument when due or issue a replacement in the Face Amount of such BA Instrument pursuant to Section 6(10), the unpaid amount due and payable shall be converted to a CIBC Bank Rate Loan made by the Lenders rateably as a Revolving Loan and shall bear interest calculated and payable as provided in Section 8. This conversion shall occur as of the due date and without any necessity for the Company to give a borrowing notice. (12) If, by reason of circumstances affecting the money market generally, there is no market for Bankers' Acceptances (i) the right of the Company to request a Drawing shall be suspended until the circumstances causing a suspension no longer exist, and (ii) any Drawing notice which is outstanding shall be deemed to be a borrowing notice for a CIBC Bank Rate Loan.

Acceptances and Drafts. (1) Each applicable Lender (other than the Swingline Lender) severally agrees, in accordance with on the terms and conditions of this Agreement and in accordance with the applicable Drawing Notice, from time to time on any Business Day prior to the Maturity Relevant Repayment Date (i) in the case of a the Lender which is willing and able to accept Drafts, to create acceptances (“Banker’s Acceptances”"BANKERS' ACCEPTANCES") by accepting Drafts and to purchase such Banker’s Bankers' Acceptances in accordance with Section 4.03(24.3(2); and , (ii) in the case of a the Lender which is unwilling or unable to accept Drafts, to purchase completed Drafts (which have not been and will not be accepted by the Lender or any other Lender) in accordance with Section 4.03(24.3(2), (iii) in each casethe case of the Lender which has participated or assigned all or any part of its interest in the Credit Facility to a Participant which is willing and able to accept Drafts, as requested to arrange for the creation of Bankers' Acceptances by such Participant and for their purchase by such Participant, to the Canadian Borrower extent of the participation or assignment, in accordance with this ARTICLE 4Section 4.3(2), and(iv) in the case of the Lender which has participated or assigned all or any part of its interest in the Credit Facility to a Participant which is unwilling or unable to accept Drafts, to arrange for the purchase by the Participant of completed Drafts (which have not and will not be accepted by such Lender or any other Lender), to the extent of the participation or assignment, in accordance with Section 4.3(2). (2) Each requested Drawing shall be in the a minimum aggregate Face Amount and in an integral multiple of the amount set forth in Schedule 5 Section 4.2 and shall consist of the creation and purchase of Banker’s Bankers' Acceptances or the purchase of Drafts on the same day, in each case for the applicable Drawing Price, effected or arranged by the relevant Lenders, Lenders in accordance with Section 4.03 4.3 and their respective applicable Lender's Commitment. (3) The aggregate Face Amount of If the Banker’s Agent determines that the Bankers' Acceptances to be created and purchased by a Lender or Drafts to be purchased by a Lender on any Drawing Date (upon a conversion or otherwise), shall be determined by the Agent based upon each Lender’s rateable portion of the Drawing, except that, if the Face Amount of any Banker’s Acceptance to ) will not be created and purchased rateably by the Lenders (or Draft any of their respective Participants) in accordance with Section 4.1(2) and Section 4.3, then the requested Face Amount of Bankers' Acceptances and Drafts shall be reduced to such lesser amount as the Agent determines will permit rateable sharing and the amount by which the requested Face Amount shall have been so reduced shall be converted or continued, as the case may be, as a Canadian Prime Rate Advance under the Credit Facility to be purchased, determined as aforesaid, would not be in an integral multiple of Cdn.$100,000, made contemporaneously with the Agent in its sole discretion may increase such Face Amount to the nearest whole multiple of Cdn.$100,000 or may reduce such Face Amount to the nearest whole multiple of Cdn.$100,000Drawing.

Acceptances and Drafts. (1) Each applicable Lender (other than the Swingline Lender) severally agrees, in accordance with on the terms and conditions of this Agreement and in accordance with the applicable Drawing Notice, from time to time on any Business Day prior to the Maturity Relevant Repayment Date (i) in the case of a Lender which is willing and able to accept Drafts, to create acceptances (“Banker’s Acceptances”"BANKERS' ACCEPTANCES") by accepting Drafts and to purchase such Banker’s Bankers' Acceptances in accordance with Section 4.03(24.3(2); and (ii) in the case of a Lender which is unwilling or unable to accept Drafts, to purchase completed Drafts (which have not been and will not be accepted by the such Lender or any other LenderLender or Person) in accordance with Section 4.03(24.3(2); (iii) in the case of a Lender which has participated or assigned all or any part of its interest in the Credit Facilities to a Participant or Assignee which is willing and able to accept Drafts, in each caseto arrange for the creation of Bankers' Acceptances by such Participant or Assignee and for the purchase of such Bankers' Acceptances by such Participant or Assignee, as requested by to the Canadian Borrower extent of such participation or assignment, in accordance with this ARTICLE 4Section 4.3(2); and (iv) in the case of a Lender which has participated or assigned all or any part of its interest in the Credit Facilities to a Participant or Assignee which is unwilling or unable to accept Drafts, to arrange for the purchase by such Participant or Assignee of completed Drafts (which have not and will not be accepted by such Lender or any other Lender or Person), to the extent of such participation or assignment, in accordance with Section 4.3(2). (2) Each requested Drawing shall be in the a minimum aggregate Face Amount and in an integral multiple of the amount set forth in Schedule 5 4, and shall consist of the creation and purchase of Banker’s Bankers' Acceptances or the purchase of Drafts on the same day, in each case for the applicable Drawing Purchase Price, effected or arranged by the relevant Lenders, Lenders in accordance with Section 4.03 4.3 and their respective applicable Lender's Term Commitment and Lender's Acquisition Commitment. (3) The aggregate Face Amount of If the Banker’s Agent determines, in good faith, which determination shall be final, conclusive and binding upon the Borrower and the Lenders, that the Bankers' Acceptances to be created and purchased by a Lender or Drafts to be purchased by a Lender on any Drawing Date (upon a conversion or otherwise), shall be determined by the Agent based upon each Lender’s rateable portion of the Drawing, except that, if the Face Amount of any Banker’s Acceptance to ) will not be created and purchased rateably by the Lenders (or Draft to be purchasedany of their respective Participants or Assignees) in accordance with Sections 4.1(2) and 4.3, determined as aforesaid, would not be in an integral multiple of Cdn.$100,000, then the Agent in its sole discretion may increase such requested Face Amount of Bankers' Acceptances and Drafts relating to such Drawing shall be reduced to the nearest whole multiple of Cdn.$100,000 or may reduce lesser amount that will permit such rateable sharing and the amount by which the requested Face Amount to shall have been so reduced shall be converted or continued, as the nearest whole multiple of Cdn.$100,000case may be, as a Canadian Prime Rate Advance under the Term Facility or the Acquisition Facility, as the case may be.

Acceptances and Drafts. (1) Each applicable Lender (other than the Swingline Lender) severally agrees, in accordance with the terms and conditions of this Agreement and in accordance with the applicable Drawing Notice, from time to time on any Business Day prior to the Maturity Relevant Repayment Date (i) in the case of a Lender which is willing and able to accept Drafts, to create acceptances (“Banker’s Acceptances”) by accepting Drafts and to purchase such Banker’s Acceptances in accordance with Section 4.03(2); and (ii) in the case of a Lender which is unwilling or unable to accept Drafts, to purchase completed Drafts (which have not been and will not be accepted by the Lender or any other Lender) in accordance with Section 4.03(2), in each case, as requested by the Canadian Borrower in accordance with this ARTICLE 4. (2) Each requested Drawing shall be in the minimum aggregate Face Amount and in an integral multiple of the amount set forth in Schedule 5 4 and shall consist of the creation and purchase of Banker’s Acceptances or the purchase of Drafts on the same day, in each case for the applicable Drawing Price, by the relevant Lenders, Lenders in accordance with Section 4.03 and their respective applicable Lender’s Commitment. (3) The aggregate Face Amount of the Banker’s Acceptances to be created and purchased by a Lender or Drafts to be purchased by a Lender on any Drawing Date (upon a conversion or otherwise), shall be determined by the Administrative Agent based upon each Lender’s rateable portion of the Drawing, except that, if the Face Amount of any Banker’s Acceptance to be created and purchased or Draft to be purchased, determined as aforesaid, would not be in an integral multiple of Cdn.$100,000Cdn. $100,000, the Administrative Agent in its sole discretion may increase such Face Amount to the nearest whole multiple of Cdn.$100,000 Cdn. $100,000 or may reduce such Face Amount to the nearest whole multiple of Cdn.$100,000Cdn. $100,000.

Acceptances and Drafts. (1a) Each applicable Lender (other than the Swingline Lender) severally agrees, in accordance with on the terms and conditions of this Agreement Agreement, and in accordance with the applicable Drawing Notice, from time to time on any Business Day prior to the Maturity Date in respect of such Lender: (i) in the case of a Lender which is willing and able to accept Drafts, to create acceptances (“Banker’s Bankers’ Acceptances”) by accepting Drafts and to purchase such Banker’s Bankers’ Acceptances in accordance with Section 4.03(24.3(b); and and (ii) in the case of a Lender which is unwilling or unable to accept Drafts, to purchase completed Drafts (which have not been and will not be accepted by the such Lender or any other Lender) in accordance with Section 4.03(24.3(b), in each case, as requested by the Canadian Borrower in accordance with this ARTICLE 4. (2b) Each requested Drawing shall be in the minimum aggregate Face Amount and in an integral multiple of the amount set forth in Schedule 5 and shall consist of the creation and purchase of Banker’s Bankers’ Acceptances or the purchase of Drafts on the same day, in each case for the applicable Drawing Price, by the relevant Lenders, Lenders in accordance with Section 4.03 4.3 and their respective applicable CommitmentLender’s Commitment under the Credit Facility. (3c) The aggregate Face Amount of the Banker’s Bankers’ Acceptances to be created and purchased by a Lender or Drafts to be purchased by a Lender on any Drawing Date (upon a conversion or otherwise), shall be determined by the Administrative Agent based upon each Lender’s rateable portion of the Drawing, except that, if the Face Amount of any Banker’s Bankers’ Acceptance to be created and purchased or Draft to be purchased, determined as aforesaid, would not be in an integral multiple of Cdn.$100,000Cdn. $100,000, the Administrative Agent in its sole discretion may increase such Face Amount to the nearest whole multiple of Cdn.$100,000 Cdn. $100,000 or may reduce such Face Amount to the nearest whole multiple of Cdn.$100,000Cdn. $100,000.

Acceptances and Drafts. (1) Each applicable Facility A Lender and each Term Facility C Lender individually, and not jointly and severally (other than the Swingline Lenderor solidarily) severally agrees, in accordance with on the terms and conditions of this Agreement and in accordance with the applicable Drawing Notice, from time to time on any Business Day prior to the Maturity Date expiry of the Term of Facility A or Term Facility C, respectively, (i) in the case of a Facility A Lender or Term Facility C Lender which is willing and able to accept Drafts, to create acceptances (“Banker’s Bankers’ Acceptances”) by accepting Drafts and to purchase such Banker’s Bankers’ Acceptances in accordance with Section 4.03(2); and , (ii) in the case of a Facility A Lender or Term Facility C Lender which is unwilling or unable to accept Drafts, to purchase completed Drafts (which have not been and will not be accepted by the such Facility A Lender or any other Facility A Lender or by such Term Facility C Lender or any other Term Facility C Lender) in accordance with Section 4.03(2), (iii) in each casethe case of a Facility A Lender or Term Facility C Lender which has participated or assigned all or any part of its interest in the Credit Facilities to a Participant which is willing and able to accept Drafts, as requested to arrange for the creation of Bankers’ Acceptances by such Participant and for their purchase by such Participant, to the Canadian Borrower extent of the participation or assignment, in accordance with this ARTICLE 4Section 4.03(2), and (iv) in the case of a Facility A Lender or Term Facility C Lender which has participated or assigned all or any part of its interest in the Credit Facilities to a Participant which is unwilling or unable to accept Drafts, to arrange for the purchase by the Participant of completed Drafts (which have not and will not be accepted by such Facility A Lender or any other Facility A Lender or by such Term Facility C Lender or any other Term Facility C Lender), to the extent of the participation or assignment, in accordance with Section 4.03(2). (2) Each requested Drawing shall be in the a minimum aggregate Face Amount amount of $3,000,000 and in an integral multiple of the amount set forth in Schedule 5 $1,000,000 and shall consist of the creation and purchase of Banker’s Bankers’ Acceptances or the purchase of Drafts on the same day, in each case for the applicable Drawing Price, effected or arranged by the relevant Lenders, Facility A Lenders or by the Term Facility C Lenders in accordance with Section 4.03 and their respective applicable Facility A Lender’s Commitment or Term Facility C Lender’s Commitment. (3) The aggregate Face Amount of If the Banker’s Administrative Agent determines that the Bankers’ Acceptances to be created and purchased by a Lender or Drafts to be purchased by a Lender on any Drawing Date (upon a conversion or otherwise), shall be determined by the Agent based upon each Lender’s rateable portion of the Drawing, except that, if the Face Amount of any Banker’s Acceptance to ) will not be created and purchased rateably by the Facility A Lenders or Draft the Term Facility C Lenders, as the case may be (or any of their respective Participants) in accordance with Sections 4.01(2) and 4.03, then the requested Face Amount of Bankers’ Acceptances and Drafts shall be reduced to such lesser amount as the Administrative Agent determines will permit rateable sharing and the amount by which the requested Face Amount shall have been so reduced shall be converted or continued, as the case may be, as a Prime Rate Advance under Facility A or Term Facility C, as the case may be, to be purchasedmade contemporaneously with the Drawing. (4) The Administrative Agent is authorized by the Borrower and each Lender to allocate amongst the Facility A Lenders or the Term Facility C Lenders, determined as aforesaid, would not be in an integral multiple of Cdn.$100,000the case may be, the Bankers’ Acceptances to be issued and purchased in such manner and amounts as the Administrative Agent may, in its sole discretion discretion, but acting reasonably, consider necessary, so as to ensure that no Lender is required to accept and purchase a Bankers’ Acceptance for a fraction of $100,000, and in such event, the Lenders’ respective Facility A Commitments or Term Facility C Commitments, as the case may increase be, in any such Face Amount Bankers’ Acceptances and repayments thereof shall be altered accordingly. Further, the Administrative Agent is authorized by the Borrower, each Facility A Lender and each Term Facility C Lender to cause the nearest whole multiple proportionate share of Cdn.$100,000 one or more Lender’s Accommodations (calculated based on its Commitment) to be exceeded by no more than $100,000 each as a result of such allocations provided that the principal amount of outstanding Accommodations, including Bankers’ Acceptances, shall not thereby exceed the maximum amount of the respective Commitment of each Facility A Lender or Term Facility C Lender, as the case may reduce such Face Amount to the nearest whole multiple of Cdn.$100,000be.

Acceptances and Drafts. (1) Each applicable Facility A Lender individually, and not jointly and severally (other than the Swingline Lenderor solidarily) severally agrees, in accordance with on the terms and conditions of this Agreement and in accordance with the applicable Drawing Notice, from time to time on any Business Day prior to the Maturity Date expiry of the Term of Facility A (i) in the case of a Facility A Lender which is willing and able to accept Drafts, to create acceptances (“Banker’s Acceptances”"BANKERS' ACCEPTANCES") by accepting Drafts and to purchase such Banker’s Bankers' Acceptances in accordance with Section 4.03(2); and , (ii) in the case of a Facility A Lender which is unwilling or unable to accept Drafts, to purchase completed Drafts (which have not been and will not be accepted by the Facility A Lender or any other Facility A Lender) in accordance with Section 4.03(2), (iii) in each casethe case of a Facility A Lender which has participated or assigned all or any part of its interest in the Credit Facilities to a Participant which is willing and able to accept Drafts, as requested to arrange for the creation of Bankers' Acceptances by such Participant and for their purchase by such Participant, to the Canadian Borrower extent of the participation or assignment, in accordance with this ARTICLE 4Section 4.03(2), and (iv) in the case of a Facility A Lender which has participated or assigned all or any part of its interest in the Credit Facilities to a Participant which is unwilling or unable to accept Drafts, to arrange for the purchase by the Participant of completed Drafts (which have not and will not be accepted by such Facility A Lender or any other Facility A Lender), to the extent of the participation or assignment, in accordance with Section 4.03(2). (2) Each requested Drawing shall be in the a minimum aggregate Face Amount amount of $3,000,000 and in an integral multiple of the amount set forth in Schedule 5 $1,000,000 and shall consist of the creation and purchase of Banker’s Bankers' Acceptances or the purchase of Drafts on the same day, in each case for the applicable Drawing Price, effected or arranged by the relevant Lenders, Facility A Lenders in accordance with Section 4.03 and their respective applicable Facility A Lender's Commitment. (3) The aggregate Face Amount of If the Banker’s Administrative Agent determines that the Bankers' Acceptances to be created and purchased by a Lender or Drafts to be purchased by a Lender on any Drawing Date (upon a conversion or otherwise), shall be determined by the Agent based upon each Lender’s rateable portion of the Drawing, except that, if the Face Amount of any Banker’s Acceptance to ) will not be created and purchased rateably by the Facility A Lenders (or Draft any of their respective Participants) in accordance with Sections 4.01(2) and 4.03, then the requested Face Amount of Bankers' Acceptances and Drafts shall be reduced to such lesser amount as the Administrative Agent determines will permit rateable sharing and the amount by which the requested Face Amount shall have been so reduced shall be converted or continued, as the case may be, as a Prime Rate Advance under Facility A, to be purchasedmade contemporaneously with the Drawing. (4) The Administrative Agent is authorized by the Borrower and each Lender to allocate amongst the Facility A Lenders the Bankers' Acceptances to be issued and purchased in such manner and amounts as the Administrative Agent may, determined as aforesaid, would not be in an integral multiple of Cdn.$100,000, the Agent in its sole discretion may increase discretion, but acting reasonably, consider necessary, so as to ensure that no Lender is required to accept and purchase a Bankers' Acceptance for a fraction of $100,000, and in such Face Amount event, the Lenders' respective Facility A Commitments in any such Bankers' Acceptances and repayments thereof shall be altered accordingly. Further, the Administrative Agent is authorized by the Borrower and each Facility A Lender to cause the nearest whole multiple proportionate share of Cdn.$100,000 one or may reduce more Lender's Accommodations (calculated based on its Commitment) to be exceeded by no more than $100,000 each as a result of such Face Amount to allocations provided that the nearest whole multiple principal amount of Cdn.$100,000outstanding Accommodations, including Bankers' Acceptances, shall not thereby exceed the maximum amount of the respective Commitment of each Facility A Lender.

Acceptances and Drafts. (1) Each applicable Revolving Lender and Facility B-2 Lender individually, and not jointly and severally (other than the Swingline Lenderor solidarily) severally agrees, in accordance with on the terms and conditions of this Agreement and in accordance with the applicable Drawing Notice, from time to time on any Business Day prior to the Maturity Date expiry of the applicable Term (i) in the case of a Revolving Lender or Facility B-2 Lender which is willing and able to accept Drafts, to create acceptances (“Banker’s Bankers’ Acceptances”) by accepting Drafts and to purchase such Banker’s Bankers’ Acceptances in accordance with Section 4.03(2); and , (ii) in the case of a Revolving Lender or Facility B-2 Lender which is unwilling or unable to accept Drafts, to purchase completed Drafts (which have not been and will not be accepted by the such Lender or any other Lender) in accordance with Section 4.03(2), (iii) in each casethe case of a Revolving Lender or Facility B-2 Lender which has participated or assigned all or any part of its interest in the Credit Facilities to a Participant which is willing and able to accept Drafts, as requested to arrange for the creation of Bankers’ Acceptances by such Participant and for their purchase by such Participant, to the Canadian Borrower extent of the participation or assignment, in accordance with this ARTICLE 4Section 4.03(2), and (iv) in the case of a Revolving Lender or Facility B-2 Lender which has participated or assigned all or any part of its interest in the Credit Facilities to a Participant which is unwilling or unable to accept Drafts, to arrange for the purchase by the Participant of completed Drafts (which have not and will not be accepted by such Lender or any other Lender), to the extent of the participation or assignment, in accordance with Section 4.03(2). (2) Each requested Drawing shall be in the a minimum aggregate Face Amount amount of C$3,000,000 and in an integral multiple of the amount set forth in Schedule 5 C$1,000,000 and shall consist of the creation and purchase of Banker’s Bankers’ Acceptances or the purchase of Drafts on the same day, in each case for the applicable Drawing Price, effected or arranged by the relevant Lenders, applicable Lenders in accordance with Section 4.03 and their respective Commitment under the applicable CommitmentCredit Facility. (3) The aggregate Face Amount of If the Banker’s Administrative Agent determines that the Bankers’ Acceptances to be created and purchased by a Lender or Drafts to be purchased by a Lender on any Drawing Date (upon a conversion or otherwise), shall be determined by the Agent based upon each Lender’s rateable portion of the Drawing, except that, if the Face Amount of any Banker’s Acceptance to ) will not be created and purchased ratably by the Revolving Lenders and Facility B-2 Lenders, as applicable (or Draft any of their respective Participants) in accordance with Section 4.01(2) and Section 4.03, then the requested Face Amount of Bankers’ Acceptances and Drafts shall be reduced to such lesser amount as the Administrative Agent determines will permit ratable sharing and the amount by which the requested Face Amount shall have been so reduced shall be converted or continued, as the case may be, as a Prime Rate Advance under the applicable Credit Facility, to be purchasedmade contemporaneously with the Drawing. (4) The Administrative Agent is authorized by the Borrower and each Lender to allocate amongst the applicable Lenders the Bankers’ Acceptances to be issued and purchased in such manner and amounts as the Administrative Agent may, determined as aforesaid, would not be in an integral multiple of Cdn.$100,000, the Agent in its sole discretion may increase discretion, but acting reasonably, consider necessary, so as to ensure that no Lender is required to accept and purchase a Bankers’ Acceptance for a fraction of C$100,000, and in such Face Amount event, the Lenders’ respective share in any such Bankers’ Acceptances and repayments thereof shall be altered accordingly. Further, the Administrative Agent is authorized by the Borrower and each Lender to cause the nearest whole multiple proportionate share of Cdn.$100,000 one or may reduce more Lender’s Accommodations (calculated based on its Commitment under the applicable Credit Facility) to be exceeded by no more than C$100,000 each as a result of such Face Amount to allocations provided that the nearest whole multiple principal amount of Cdn.$100,000Accommodations Outstanding, including Bankers’ Acceptances, shall not thereby exceed the maximum amount of the respective Commitment of each applicable Lender under the applicable Credit Facility.