Common use of Acceptances and Drafts Clause in Contracts

Acceptances and Drafts. (1) Each Domestic Lender, in respect of such Lender's Canadian Operating Commitment (if any), Canadian Acquisition Commitment and Canadian Term Commitment, severally agrees, on the terms and conditions of this Agreement and from time to time on any Business Day prior to the Relevant Repayment Date (i) in the case of a Domestic Lender which is willing and able to accept Drafts, to create acceptances ("Bankers' Acceptances") by accepting Drafts and to purchase such Bankers' Acceptances in accordance with Section 4.03(2), and (ii) in the case of a Domestic Lender which is unwilling or unable to accept Drafts, to purchase completed Drafts (which have not and will not be accepted by the Lender or any other Lender) in accordance with Section 4.03(2). (2) Each Drawing shall consist of the creation and purchase of Bankers' Acceptances or the purchase of Drafts on the same day, in each case for the Drawing Price, effected or arranged by the relevant Domestic Lenders in accordance with Section 4.03 and their respective Lender's Commitment. (3) If the Administrative Agent determines that the Bankers' Acceptances to be created and purchased or Drafts to be purchased on any Drawing (upon a conversion or otherwise) will not be created and purchased rateably by the relevant Domestic Lenders 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 Canadian Prime Rate Advance under the Canadian Operating Facility, Canadian Acquisition Facility or Canadian Term Facility, as the case may be, to be made contemporaneously with the Drawing.

Acceptances and Drafts. (1) Each Domestic Operating Lender and each Term A Lender, in respect of such Lender's Canadian Operating Commitment (if any), Canadian Acquisition Commitment and Canadian Term Commitment, severally agrees, on the terms and conditions of this Agreement and from time to time on any Business Day prior to the Relevant Repayment Date in respect of the Operating Facility and the Term A Facility, as applicable, (i) in the case of a Domestic Lender which is willing and able to accept Draftsdrafts, to create acceptances ("“Bankers' ’ Acceptances"”) by accepting Drafts and to purchase such Bankers' ’ Acceptances in accordance with Section 4.03(2), ; and (ii) in the case of a Domestic Lender which is unwilling or unable to accept Drafts, to purchase completed Drafts (which have not and will not be accepted by the Lender or any other Lender) in accordance with Section 4.03(2). Drawings may only be requested by SGC. (2) Each Drawing shall be in a minimum Face Amount and in an integral multiple of the amount in Schedule 5 and shall consist of the creation and purchase of Bankers' ’ Acceptances or the purchase of Drafts on the same day, in each case for the Drawing Price, effected or arranged by the relevant Domestic Lenders in accordance with Section 4.03 and their respective Lender's Commitment4.03. (3) If the Administrative Agent determines in good faith, which determination shall be final, conclusive and binding on SGC and the applicable Lenders, that the Bankers' ’ Acceptances to be created and purchased or Drafts to be purchased on any Drawing under the Operating Facility or the Term A Facility, as the case may be, (upon a conversion or otherwise) will not be created and purchased rateably by the relevant Domestic applicable Lenders in accordance with Sections Section 4.01(2) and Section 4.03, then the requested Face Amount of Bankers' ’ Acceptances and Drafts shall be increased or reduced to such greater or lesser amount as the Administrative Agent determines will permit rateable sharing and the any resulting amount by which the requested Face Amount shall have been so reduced shall be advanced, converted or continued, as the case may be, as a Canadian Prime Rate Advance under the Canadian Operating Facility, Canadian Acquisition Facility or Canadian the Term A Facility, as the case may be, to be made contemporaneously with the Drawing.

Acceptances and Drafts. (1) Each Domestic Operating Lender and Term Lender, in respect of such Lender's Canadian Operating Commitment (if any), Canadian Acquisition Commitment and Canadian Term Commitmentagrees, severally agreesand not jointly and severally, on the terms and conditions of this Agreement and from time to time on any Business Day prior to the Relevant Repayment Date in respect of the Operating Facility or Term Facilities, as the case may be, (i) in the case of a Domestic Lender which is willing and able to accept Draftsdrafts, to create acceptances ("Bankers' Acceptances") by accepting Drafts and to purchase such Bankers' Acceptances in accordance with Section 4.03(2), ; and (ii) in the case of a Domestic Lender which is unwilling or unable to accept Drafts, to purchase completed Drafts (which have not and will not be accepted by the Lender or any other Lender) in accordance with Section 4.03(2). (2) Each Drawing shall be in a minimum Face Amount and in an integral multiple of the amount in Schedule 5 and shall consist of the creation and purchase of Bankers' Acceptances or the purchase of Drafts on the same day, in each case for the Drawing Price, effected or arranged by the relevant Domestic Lenders in accordance with Section 4.03 and their respective Lender's Commitment4.03. (3) If the Administrative Agent determines in good faith, which determination shall be final, conclusive and binding on the Borrower and the applicable Lenders, that the Bankers' Acceptances to be created and purchased or Drafts to be purchased on any Drawing under the applicable Credit Facility (upon a conversion or otherwise) will not be created and purchased rateably by the relevant Domestic applicable Lenders in accordance with Sections Section 4.01(2) and Section 4.03, then the requested Face Amount of Bankers' Acceptances and Drafts shall be increased or reduced to such greater or lesser amount as the Administrative Agent determines will permit rateable sharing and the any resulting amount by which the requested Face Amount shall have been so reduced shall be advanced, converted or continued, as the case may be, as (i) a Canadian Prime Rate Advance under the Canadian Operating Facility, or (ii) a Canadian Acquisition Facility Prime Rate Advance, a Base Rate (Canada) Advance or Canadian a Eurodollar Rate Advance under the Term FacilityFacilities, as the case may be, to be made contemporaneously with the Drawing.

Acceptances and Drafts. (1) Each Domestic LenderCanadian Revolving Credit Lender individually, in respect of such Lender's Canadian Operating Commitment and not jointly and severally (if any), Canadian Acquisition Commitment and Canadian Term Commitment, severally or solidarily) agrees, on the terms and conditions of this Agreement and from time to time on any Business Day prior to the Relevant Repayment Date (i) in the case of a Domestic Lender which is willing and able to accept Drafts, to create in the form of acceptances ("“Bankers' ’ Acceptances"”) by accepting Drafts and to purchase such Bankers' ’ Acceptances in accordance with Section 4.03(2), ; and (ii) in the case of a Domestic Lender which is unwilling or unable to accept Drafts, to purchase completed Drafts (which have not and will not be accepted by the Lender or any other Lender) in accordance with Section 4.03(2). (2) Each Drawing shall be in a minimum amount of Cdn. $1,000,000 and in an integral multiple of Cdn. $100,000 and shall consist of the creation acceptance and purchase of Bankers' ’ Acceptances or the purchase of Drafts on the same day, in each case for the Drawing Price, effected or arranged by the relevant Domestic applicable Canadian Revolving Credit Lenders in accordance with Section 4.03 and their respective Lender's ’s Commitment. (3) If the Administrative Agent determines that the Bankers' ’ Acceptances to be created accepted and purchased or Drafts to be purchased on any Drawing (upon a conversion or otherwise) will not be created accepted and purchased rateably by the relevant Domestic applicable Lenders (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 Canadian Prime Rate Advance under the Canadian Operating Facility, Canadian Acquisition Revolving Credit Facility or Canadian Term Facility, as the case may be, to be made contemporaneously with the Drawing.

Acceptances and Drafts. (1) Each Domestic Lender, in respect of such Lender's the Canadian Operating Commitment (if any), Canadian Acquisition Commitment and Canadian Term Commitment, Lenders severally agrees, agrees on the terms and conditions of this Agreement and Agreement: (i) if such Canadian Lender is a BA Lender, to create acceptances (“Bankers’ Acceptances”) by stamping Drafts of a Canadian Borrower under the Credit Facility; or (ii) if such Canadian Lender is a Non-BA Lender, to purchase BA Equivalent Notes of such Canadian Borrower under the Credit Facility, in each case on the Closing or thereafter from time to time on any Business Day at least one month prior to the Relevant Repayment Date (i) Maturity Date, which Drafts have an aggregate Face Amount equal to such Canadian Lender’s Pro Rata Share of the total Accommodation being made by way of Bankers’ Acceptances or BA Equivalent Notes, except that, if the Face Amount of a Bankers’ Acceptance in the case of a Domestic Lender which is willing and able to accept DraftsBA Lender, to create acceptances ("Bankers' Acceptances") by accepting Drafts and to purchase such Bankers' Acceptances in accordance with Section 4.03(2)or the Face Amount of a BA Equivalent Note, and (ii) in the case of a Domestic Lender which is unwilling or unable to accept DraftsNon-BA Lender, to purchase completed Drafts (which have not and will would not be accepted an integral multiple of Cdn. $100,000, such Face Amount shall be increased or reduced by the Lender or any other Lender) Agent in its sole discretion and in accordance with Section 4.03(2). (2) Each Drawing normal market practices, to the nearest integral multiple of Cdn. $100,000. Bankers’ Acceptances shall consist be created through the stamping of Drafts by a BA Lender upon a Canadian Borrower paying the BA Stamping Fee, which shall be deducted by each BA Lender from the proceeds it receives from the sale of such Bankers’ Acceptances. BA Equivalent Notes shall be purchased by each Non-BA Lender upon a Canadian Borrower paying the BA Stamping Fee, which shall be deducted by each Non-BA Lender from the purchase price it pays for such BA Equivalent Notes. In each case, following deduction of the creation BA Stamping Fee, each BA Lender and purchase of Bankers' Acceptances or Non-BA Lender will remit the purchase of Drafts on net proceeds to the same day, in each case for Agent and the Drawing Price, effected or arranged by Agent shall credit such net proceeds to the relevant Domestic Lenders in accordance with Section 4.03 and their respective Lender's appropriate Borrower’s Canadian Dollar Account. The Total Outstandings after any BA Issuance shall not exceed the Commitment. (3) If the Administrative Agent determines that the Bankers' Acceptances to be created and purchased or Drafts to be purchased on any Drawing (upon a conversion or otherwise) will not be created and purchased rateably by the relevant Domestic Lenders 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 Canadian Prime Rate Advance under the Canadian Operating Facility, Canadian Acquisition Facility or Canadian Term Facility, as the case may be, to be made contemporaneously with the Drawing.

Acceptances and Drafts. (1i) Each Domestic Lender, in respect of such Lender's Canadian Operating Commitment (if any), Canadian Acquisition Commitment and Canadian Term Commitment, Revolving Lender severally agrees, on the terms and conditions of this Agreement and from time to time on any Business Day prior to the Relevant Repayment applicable Maturity Date (iA) in the case of a Domestic Revolving Lender which is willing and able to accept Drafts, to create acceptances ("“Bankers' ’ Acceptances"”) by accepting Drafts and to purchase such Bankers' ’ Acceptances in accordance with Section 4.03(2)2.24(c)(ii)(A) hereof, and (iiB) in the case of a Domestic Revolving Lender which that is unwilling or unable to accept DraftsDrafts (each, a “BA Equivalent Lender”), to purchase completed Drafts (which have not and will not be accepted by the such Revolving Lender or any other Revolving Lender) in accordance with Section 4.03(2). (22.24(c)(ii)(B) Each Drawing shall consist of hereof; provided that, after giving effect to the creation and or purchase of any Bankers' ’ Acceptances or the purchase of Drafts on any Drafts, (x) the same dayTotal Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect and (y) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus both (i) such Lender’s Pro Rata Share of the Outstanding Amount of any BA Exposure and (ii) such Lender’s Pro Rata Share of the Outstanding Amount of L/C Obligations, shall not exceed such Lender’s Revolving Commitment then in each case for the Drawing Price, effected or arranged by the relevant Domestic Lenders in accordance with Section 4.03 and their respective Lender's Commitmenteffect. (3ii) If the Administrative Agent determines that the Bankers' ’ Acceptances to be created and purchased or Drafts to be purchased on any Drawing (upon a conversion or otherwise) will not be created and purchased rateably ratably by the relevant Domestic applicable Revolving Lenders in accordance with Sections 4.01(2clause (a)(i) and 4.03above, then the requested Face Amount face amount of Bankers' ’ Acceptances and Drafts shall be reduced to such lesser amount as the Administrative Agent determines will permit rateable ratable sharing and the amount by which the requested Face Amount 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 Canadian Operating Facility, Canadian Acquisition Facility or Canadian Term Facility, as the case may be, Loan to be made contemporaneously with the DrawingDrawing by the applicable Revolving Lenders.