Common use of CONTENT OF PROPOSAL Clause in Contracts

CONTENT OF PROPOSAL. The Proposal will provide for the payment of the Pro Rata Hedging Transaction Exposure Reduction Amount, the Pro Rata Special Derivative Exposure Reduction Amount or the Pro Rata Excess Credit Agreement Exposure Amount, as applicable, by NSCFL to that Hedging Party (less amounts paid to that Hedging Party as a result of termination of Hedging Transactions, less reductions resulting from the transfer of Hedging Transactions and subject to the adjustments of up to CAD 1,000,000 permitted under Section 2(b) above) and will identify the Hedging Transaction or Hedging Transactions to be amended and the proposed amendments. Subject to amounts paid and reductions as a result of termination or transfer of Hedging Transactions and subject to the adjustments permitted under Section 2(b) above, any amendments (A) will be variations of the applicable reference rates effective from the date that payment of each Pro Rata Hedging Transaction Exposure Reduction Amount, each Pro Rata Special Derivative Exposure Reduction Amount or each Pro Rata Excess Credit Agreement Exposure Amount, as applicable, is received by that Hedging Party, (B) are to reflect current market and banking practices, (C) if applicable, are to create a portfolio of Hedging Transactions between NSCFL and such Hedging Party that results in a Hedging Transaction Exposure that is equal to the Hedging Transaction Exposure as it existed prior to the payment of the Pro Rata Hedging Transaction Exposure Reduction Amount minus the Pro Rata Hedging Transaction Exposure Reduction Amount, (D) if applicable, are to create a portfolio of Special Derivatives between NSCFL and such Hedging Party that results in a Special Derivative Exposure that is equal to the Special Derivative Exposure as it existed prior to the payment of the Pro Rata Special Derivative Exposure Reduction Amount minus the Pro Rata Special Derivative Exposure Reduction Amount, (E) if applicable, are to create a portfolio of Hedging Transactions between NSCFL and such Hedging Party that results in a Hedging Transaction Exposure that is equal to the Hedging Transaction Exposure as it existed prior to the payment of the Pro Rata Excess Credit Agreement Exposure Amount minus the Pro Rata Excess Credit Agreement Exposure Amount and (F) will be calculated using the Hedging Party's estimates at mid-market of the amounts that would be paid for Replacement Transactions (as defined within the definition of "Market Quotation" in the ISDA Agreement) in respect of the relevant Hedging Transactions. Any Proposal that is in accordance with the foregoing requirements shall be implemented by NSCFL.

CONTENT OF PROPOSAL. The Proposal will provide for the payment of the Pro Rata Hedging Transaction Exposure Reduction Amount, the Pro Rata Special Derivative Exposure Reduction Amount or the Pro Rata Excess Credit Agreement Exposure Amount, as applicable, by NSCFL to that Hedging Party (less amounts paid to that Hedging Party as a result of termination of Hedging Transactions, less reductions resulting from the transfer of Hedging Transactions and subject to the adjustments of up to CAD 1,000,000 permitted under Section 2(b) above) and 2(b)above)and will identify the Hedging Transaction or Hedging Transactions to be amended and the proposed amendments. Subject to amounts paid and reductions as a result of termination or transfer of Hedging Transactions and subject to the adjustments permitted under Section 2(b) above, any amendments (A) will be variations of the applicable reference rates effective from the date that payment of each Pro Rata Hedging Transaction Exposure Reduction Amount, each Pro Rata Special Derivative Exposure Reduction Amount or each Pro Rata Excess Credit Agreement Exposure Amount, as applicable, is received by that Hedging Party, (B) are to reflect current market and banking practices, (C) if applicable, are to create a portfolio of Hedging Transactions between NSCFL and such Hedging Party that results in a Hedging Transaction Exposure that is equal to the Hedging Transaction Exposure as it existed prior to the payment of the Pro Rata Hedging Transaction Exposure Reduction Amount minus the Pro Rata Hedging Transaction Exposure Reduction Amount, (D) if applicable, are to create a portfolio of Special Derivatives between NSCFL and such Hedging Party that results in a Special Derivative Exposure that is equal to the Special Derivative Exposure as it existed prior to the payment of the Pro Rata Special Derivative Exposure Reduction Amount minus the Pro Rata Special Derivative Exposure Reduction Amount, (E) if applicable, are to create a portfolio of Hedging Transactions between NSCFL and such Hedging Party that results in a Hedging Transaction Exposure that is equal to the Hedging Transaction Exposure as it existed prior to the payment of the Pro Rata Excess Credit Agreement Exposure Amount minus the Pro Rata Excess Credit Agreement Exposure Exposure. Amount and (F) will be calculated using the Hedging Party's estimates at mid-market of the amounts that would be paid for Replacement Transactions (as defined within the definition of "Market Quotation" in the ISDA Agreement) in respect of the relevant Hedging Transactions. Any Proposal that is in accordance with the foregoing requirements shall be implemented by NSCFL.