Common use of Creation of Acceptances Clause in Contracts

Creation of Acceptances. (a) The Borrower may request the creation of Acceptances hereunder by submitting to the Administrative Agent at its office specified in Section 11.2 prior to 11:00 A.M., Toronto time, one Business Day prior to the requested Borrowing Date, (i) a request for acceptances (each, a "Request for Acceptances") completed in a manner and in form and substance reasonably satisfactory to the Administrative Agent and specifying, among other things, the Borrowing Date, maturity and amount of the Drafts to be accepted and discounted, (ii) to the extent not theretofore supplied to each Lender, a sufficient number of Drafts to be drawn on the Lenders, to be appropriately completed in accordance with subsection 3.2(d) and (iii) such other certificates, documents and other papers and information as the Administrative Agent may reasonably request. Upon receipt of any such Request for Acceptances, the Administrative Agent shall promptly notify each Lender of its receipt thereof. (b) In connection with each utilization by it of the Commitments by way of Acceptances, the Borrower hereby agrees that it shall deliver to the Administrative Agent on the Effective Date Powers of Attorney substantially in the form annexed hereto as Exhibit D (the "Powers of Attorney") authorizing each Lender to draw Drafts on such Lender on behalf of the Borrower and to complete such Drafts in accordance with the Requests for Acceptances submitted from time to time pursuant to subsection 3.2(a) hereof. (c) Each Request for Acceptances made by or on behalf of the Borrower hereunder shall contain a request for Acceptances denominated in Canadian Dollars and having an aggregate undiscounted face amount equal to $10,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Acceptance shall be dated the Borrowing Date specified in the Request for Acceptances with respect thereto and shall be stated to mature on the date specified in the Request for Acceptances, which date shall be a Business Day which is not less than 7 days and not more than 180 days after the date thereof (and, in any event, prior to the Termination Date). (d) Not later than 12:00 P.M., Toronto time, on the Borrowing Date specified in the relevant Request for Acceptances, and upon fulfilment of the applicable conditions set forth in Article 6, each Lender will, in accordance with such Request for Acceptances, (i) sign each Draft on behalf of the Borrower pursuant to the Power of Attorney, (ii) complete the date, amount and maturity of each Draft to be accepted, (iii) accept such Drafts and give notice to the Administrative Agent of such acceptance and (iv) upon such acceptance, discount such Acceptances to the extent contemplated by Section 3.3. (e) The Administrative Agent shall maintain the Register pursuant to

Creation of Acceptances. (a) The Canadian Borrower may request the creation of Acceptances hereunder by submitting to the Canadian Administrative Agent at its office in Canada specified in Section 11.2 14.2 prior to 11:00 A.M.a.m., Toronto time, one two Business Day Days prior to the requested Borrowing Date, (i) a request for acceptances acceptances, substantially in the form of Exhibit A-2 (each, a "Request for Acceptances") completed in a manner and in form and substance reasonably satisfactory to the Canadian Administrative Agent and specifying, among other things, the Borrowing Date, maturity and amount of the Drafts to be accepted and discounted, (ii) to the extent not theretofore supplied to each Canadian Lender, a sufficient number of Drafts to be drawn on the Canadian Lenders, to be appropriately completed in accordance with subsection 3.2(dSection 5.2(d) and (iii) such other certificates, documents and other papers and information as the Canadian Administrative Agent may reasonably request. Upon receipt of any such Request for Acceptances, the Canadian Administrative Agent shall promptly notify each Canadian Lender of its receipt thereof. (b) In connection with each utilization by it of the Commitments by way of Acceptances, the The Canadian Borrower hereby agrees that it shall deliver to the Canadian Administrative Agent on or prior to the Effective Date Powers Closing Date, a Power of Attorney substantially in the form annexed hereto as of Exhibit D F (the "Powers Power of Attorney") authorizing each Canadian Lender to draw Drafts on such Canadian Lender on behalf of the Canadian Borrower and to complete such Drafts in accordance with the Requests for Acceptances submitted from time to time pursuant to subsection 3.2(a) hereofSection 5.2(a). (c) Each Request for Acceptances made by or on behalf of the Canadian Borrower hereunder shall contain a request for Acceptances denominated in Canadian Dollars and having an aggregate undiscounted face amount equal to $10,000,000 C$5,000,000 or a whole multiple of $C$1,000,000 in excess thereof. Each Acceptance shall be dated the Borrowing Date specified in the Request for Acceptances with respect thereto and shall be stated to mature on the date specified in the Request for Acceptances, which date shall be a Business Day which is not less than 7 days one month and not more than 180 days six months after the date thereof (andthereof; provided, in any event, prior to that no Acceptance shall mature after the Canadian Facility Termination Date). (d) Not later than 12:00 P.M.noon, Toronto time, on the Borrowing Date specified in the relevant Request for Acceptances, and upon fulfilment of the applicable conditions set forth in Article 6, each Canadian Lender will, in accordance with such Request for Acceptances, (i) sign each Draft on behalf of the Canadian Borrower pursuant to the Power of Attorney, (ii) complete the date, amount and maturity of each Draft to be accepted, (iii) accept such Drafts and give notice to the Canadian Administrative Agent of such acceptance and (iv) upon such acceptance, discount purchase such Acceptances to the extent contemplated by Section 3.35.3. (e) The Administrative Agent shall maintain the Register pursuant to

Creation of Acceptances. (a) The Borrower may request the ----------------------- creation of Acceptances hereunder by submitting to the Administrative Agent at its office specified in Section 11.2 subsection 12.2 prior to 11:00 A.M.2:00 P.M., Toronto time, one Business Day prior to the requested Borrowing Date, (i) a request for acceptances (each, a "Request for Acceptances") completed in a manner and in form and ----------------------- substance reasonably satisfactory to the Administrative Agent and specifying, among other things, the Borrowing Date, maturity and amount of the Drafts to be accepted and discounted, (ii) to the extent not theretofore supplied to each Lender, a sufficient number of Drafts to be drawn on the Lenders, to be appropriately completed in accordance with subsection 3.2(d) and (iii) such other certificates, documents and other papers and information as the Administrative Agent may reasonably request. Upon receipt of any such Request for Acceptances, the Administrative Agent shall promptly notify each Lender of its receipt thereof. (b) In connection with each utilization by it of the Commitments by way of Acceptances, the Borrower hereby agrees that it shall deliver to the Administrative Agent on the Effective Closing Date Powers of Attorney substantially in the form annexed hereto as Exhibit D C (the each, a "Powers Power of Attorney") authorizing each ----------------- Lender to draw Drafts on such Lender on behalf of the Borrower and to complete such Drafts in accordance with the Requests for Acceptances submitted from time to time pursuant to subsection Section 3.2(a) hereof. (c) Each Request for Acceptances made Draft requested by or on behalf of the Borrower for acceptance hereunder shall contain a request for Acceptances be denominated in Canadian Dollars and having Dollars, shall have an aggregate undiscounted face amount equal to $10,000,000 C$500,000 or a whole multiple of $1,000,000 C$100,000 in excess thereof. Each Acceptance , shall be dated the Borrowing Date specified in the Request for Acceptances with respect thereto and shall be stated to mature on the date specified in the Request for Acceptances, which date shall be a Business Day which is not less than 7 days and not more than 30, 60, 90 or 180 days after the date thereof (and, in any event, prior to the Termination Date). (d) Not later than 12:00 P.M., Toronto time, on the Borrowing Date specified in the relevant Request for Acceptances, and upon fulfilment fulfillment of the applicable conditions set forth in Article 6Section 7, each Lender will, in accordance with such Request for Acceptances, (i) sign each Draft on behalf of the Borrower pursuant to the Power of Attorney, (ii) complete the date, amount and maturity of each Draft to be accepted, (iii) accept such Drafts and give notice to the Administrative Agent of such acceptance and (iv) upon such acceptance, discount such Acceptances to the extent contemplated by Section subsection 3.3. (e) The Administrative Agent shall maintain the Register pursuant to

Creation of Acceptances. (a) The Borrower Subject to the terms and conditions hereof, Brookwood may from time to time during the Commitment Period request the creation Bank to create an Acceptance for the account of Acceptances hereunder any Borrower. Each Acceptance shall be created by submitting to the Administrative Agent at its office specified Bank's acceptance and discounting of Drafts drawn on it in Section 11.2 prior to 11:00 A.M., Toronto time, one Business Day prior to accordance with the requested Borrowing Date, terms of this Agreement; provided that no such Acceptance shall be created if (i) a request for acceptances (eachthe amount of such requested Acceptance, a "Request for Acceptances") completed in a manner and in form and substance reasonably satisfactory to together with the Administrative Agent and specifying, among other things, the Borrowing Date, maturity and amount of the Drafts to be accepted and discountedL/C Obligations outstanding at the time of such request, would exceed $1,500,000, (ii) the aggregate outstanding principal amount of the Loans plus the outstanding L/C Obligations (after giving effect to the extent not theretofore supplied to each Lendercreation of the requested Acceptance) would exceed the lesser of (1) the Maximum Amount and (2) the Borrowing Base then in effect, a sufficient number of Drafts to be drawn on the Lenders, to be appropriately completed in accordance with subsection 3.2(d) and or (iii) such other certificates, documents and other papers and information as the Administrative Agent may reasonably request. Upon receipt of any such Request for Acceptances, the Administrative Agent shall promptly notify each Lender of its receipt thereofsubsection 2.1 would be violated thereby. (b) In connection with each utilization by it of Whenever a Borrower desires that the Commitments by way of AcceptancesBank accept and discount a Draft, the Borrower hereby agrees that it Brookwood shall deliver make such request to the Administrative Agent on Bank by telephone, specifying (i) the Effective Date Powers of Attorney substantially in the form annexed hereto as Exhibit D (the "Powers of Attorney") authorizing each Lender to draw Drafts on such Lender on behalf of the Borrower and to complete such Drafts in accordance with the Requests for Acceptances submitted from time to time pursuant to subsection 3.2(a) hereof. (c) Each Request for Acceptances made by or on behalf of the Borrower hereunder shall contain a request for Acceptances denominated in Canadian Dollars and having an aggregate undiscounted face amount equal to $10,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Acceptance shall be dated such Draft, (ii) the Borrowing Date specified in the Request for Acceptances with respect thereto and shall be stated to mature on the maturity date specified in the Request for Acceptancesof such Draft, which date shall be a Business Day which is not less than 7 30 days and not or more than 180 days after the date thereof of drawing (and, in any event, prior to provided that no Acceptance shall mature later than the Termination Date), (iii) the day on which the acceptance and discounting of such Draft is to occur, and (iv) the date, type, purchase price and location of shipment and of destination of the goods, the importation, exportation or domestic shipment of which is being financed by such Draft. Each such request shall be confirmed by the delivery to the Bank, within one Business Day of such request, of a written confirmation in the form of Exhibit G hereto, with all the blanks and other information appropriately completed; provided, however, that in the event of any conflict between any request and the written confirmation thereof, such request shall govern if the Bank has acted in reliance thereon. (dc) Not later than 12:00 P.M., Toronto time, on To facilitate the Borrowing Date specified in the relevant Request for creation of Acceptances, and upon fulfilment the Borrowers shall deliver to the Bank a supply of the applicable conditions set forth in Article 6, each Lender will, in accordance with such Request for Acceptances, (i) sign each Draft Drafts duly executed on behalf of the applicable Borrower pursuant to but with the Power of Attorneyface amount, (ii) complete maturity date and other details left blank. In the date, amount and maturity of each Draft to be accepted, (iii) accept such Drafts and give notice to the Administrative Agent of such acceptance and (iv) upon such acceptance, discount such Acceptances to the extent contemplated by Section 3.3. (e) The Administrative Agent shall maintain the Register pursuant toevent that any signatory whose

Creation of Acceptances. (a) The Canadian Borrower may request the creation of Acceptances hereunder by submitting to the Canadian Administrative Agent at its office specified in Section 11.2 subsection 17.2 prior to 11:00 A.M., Toronto time, one two Business Day Days prior to the requested Borrowing Date, (i) a request for acceptances (each, a "Request for Acceptances") completed in a manner and in form and substance reasonably satisfactory to the Canadian Administrative Agent and specifying, among other things, the Borrowing Date, maturity and face amount of the Drafts to be accepted and discounted, (ii) to the extent not theretofore supplied to each Canadian Lender, a sufficient number of Drafts to be drawn on the Canadian Lenders, to be appropriately completed in accordance with subsection 3.2(d6.2(d) and (iii) such other certificates, documents and other papers and information as the Canadian Administrative Agent may reasonably request. Upon receipt of any such Request for Acceptances, the Canadian Administrative Agent shall promptly notify each Canadian Lender and the General Administrative Agent of its receipt thereof. (b) In connection with each utilization by it of the Commitments by way of Acceptances, the The Canadian Borrower hereby agrees that it shall deliver delivered to the Canadian Administrative Agent on or prior to the Effective Date Closing Date, Powers of Attorney substantially in the form annexed hereto as Exhibit D (the "Powers of Attorney") authorizing each Canadian Lender to draw Drafts on such Canadian Lender on behalf of the Canadian Borrower and to complete such Drafts in accordance with the Requests for Acceptances submitted from time to time pursuant to subsection 3.2(a) hereof6.2(a). (c) Each Request for Acceptances made by or on behalf of the Canadian Borrower hereunder shall contain a request for Acceptances denominated in Canadian Dollars and having an aggregate undiscounted face amount equal to $10,000,000 C$5,000,000 or a whole multiple of $C$1,000,000 in excess thereof. Each Acceptance shall be dated the Borrowing Date specified in the Request for Acceptances with respect thereto and shall be stated to mature on the date specified in the Request for Acceptances, which date shall be a Business Day which is not less than 7 30 days and not more than 180 days after the date thereof (and, in any event, prior to the Revolving Credit Termination Date). (d) Not later than 12:00 P.M.Noon, Toronto time, on the Borrowing Date specified in the relevant Request for Acceptances, and upon fulfilment fulfillment of the applicable conditions set forth in Article 6, each Lender will, in accordance with such Request for Acceptances, (i) sign each Draft on behalf of the Borrower pursuant to the Power of Attorney, (ii) complete the date, amount and maturity of each Draft to be accepted, (iii) accept such Drafts and give notice to the Administrative Agent of such acceptance and (iv) upon such acceptance, discount such Acceptances to the extent contemplated by Section 3.3. (e) The Administrative Agent shall maintain the Register pursuant tosubsection

Creation of Acceptances. (a) The Canadian Borrower may request the creation of Acceptances hereunder by submitting to the Canadian Administrative Agent at its office in Canada specified in Section 11.2 14.2 prior to 11:00 A.M.a.m., Toronto time, one two Business Day Days prior to the requested Borrowing Date, (i) a request for acceptances acceptances, substantially in the form of Exhibit A-2 (each, a "Request for Acceptances") completed in a manner and in form and substance reasonably satisfactory to the Canadian Administrative Agent and specifying, among other things, the Borrowing Date, maturity term in months and amount of the Drafts to be accepted and discounted, and (ii) to the extent not theretofore supplied to each Lender, a sufficient number of Drafts to be drawn on the Lenders, to be appropriately completed in accordance with subsection 3.2(d) and (iii) such other certificates, documents and other papers and information as the Canadian Administrative Agent may reasonably request. Upon receipt of any such Request for Acceptances, the Canadian Administrative Agent shall promptly notify each Canadian Lender of its receipt details thereof, including each Canadian Lender's share of the amount of Drafts to be accepted and discounted. (b) In connection with each utilization by it of the Commitments by way of Acceptances, the The Canadian Borrower hereby agrees that it shall deliver to the Administrative Agent on the Effective Date Powers of Attorney substantially in the form annexed hereto as Exhibit D (the "Powers of Attorney") authorizing irrevocably authorizes each Canadian Lender to draw Drafts on such Lender Canadian Lender, in the name of and on behalf of the Borrower Canadian Borrower, and to complete such Drafts in accordance with the Requests for Acceptances submitted from time to time pursuant to subsection 3.2(a) hereofSection 5.2(a). Drafts so completed 47 47 and signed on behalf of the Canadian Borrower by any Canadian Lender shall bind the Canadian Borrower as fully and effectively as if so performed by an authorized officer of the Canadian Borrower. Any executed Drafts which are held by any Canadian Lender need only be held in safekeeping with the same degree of care as if they were such Canadian Lender's own property and such Canadian Lender was keeping them at the place at which they are to be held. The Canadian Borrower shall, by written notice to the Canadian Administrative Agent, designate the persons authorized to sign Requests for Acceptance. Neither the Canadian Administrative Agent nor any Canadian Lender nor any of their respective directors, officers, employees or representatives shall be liable for any action taken or omitted to be taken by any of them under this Section 5 except for its own gross negligence or willful misconduct. (c) Each Request for Acceptances made by or on behalf of the Canadian Borrower hereunder shall contain a request for Acceptances denominated in Canadian Dollars and having an aggregate undiscounted face amount equal to $10,000,000 C$5,000,000 or a whole multiple of $C$1,000,000 in excess thereof. Each Acceptance shall be dated the Borrowing Date specified in the Request for Acceptances with respect thereto and shall be stated to mature on the date specified in the Request for Acceptances, which date shall be a Business Day which is not less than 7 days one month and not more than 180 days six months after the date thereof (andthereof; provided, in any event, prior to that no Acceptance shall mature after the Canadian Facility Termination Date). (d) Not later than 12:00 P.M.noon, Toronto time, on the Borrowing Date specified in the relevant Request for Acceptances, and upon fulfilment of the applicable conditions set forth in Article 6, each Canadian Lender will, in accordance with such Request for Acceptances, (i) sign each Draft on behalf of the Canadian Borrower pursuant to the Power of AttorneySection 5.3(b), (ii) complete the date, amount and maturity of each Draft to be accepted, (iii) accept such Drafts and give notice to the Canadian Administrative Agent of such acceptance and (iv) upon such acceptance, discount purchase such Acceptances to the extent contemplated by Section 3.35.3. (e) The Administrative Agent shall maintain the Register pursuant to

Creation of Acceptances. (a) The Canadian Borrower may request the creation of Acceptances hereunder by submitting to the Canadian Administrative Agent at its office specified in Section 11.2 subsection 17.2 prior to 11:00 A.M., Toronto time, one two Business Day Days prior to the requested Borrowing Date, (i) a request for acceptances (each, a "Request for Acceptances") completed in a manner and in form and substance reasonably satisfactory to the Canadian Administrative Agent and specifying, among other things, the Borrowing Date, maturity and face amount of the Drafts to be accepted and discounted, (ii) to the extent not theretofore supplied to each Canadian Lender, a sufficient number of Drafts to be drawn on the Canadian Lenders, to be appropriately completed in accordance with subsection 3.2(d6.2(d) and (iii) such other certificates, documents and other papers and information as the Canadian Administrative Agent may reasonably request. Upon receipt of any such Request for Acceptances, the Canadian Administrative Agent shall promptly notify each Canadian Lender and the General Administrative Agent of its receipt thereof. (b) In connection with each utilization by it of the Commitments by way of Acceptances, the The Canadian Borrower hereby agrees that it shall deliver to the Canadian Administrative Agent on or prior to the Effective Date Closing Date, Powers of Attorney substantially in the form annexed hereto as Exhibit D (the "Powers of Attorney") authorizing each Canadian Lender to draw Drafts on such Canadian Lender on behalf of the Canadian Borrower and to complete such Drafts in accordance with the Requests for Acceptances submitted from time to time pursuant to subsection 3.2(a) hereof6.2(a). (c) Each Request for Acceptances made by or on behalf of the Canadian Borrower hereunder shall contain a request for Acceptances denominated in Canadian Dollars and having an aggregate undiscounted face amount equal to $10,000,000 C$5,000,000 or a whole multiple of $C$1,000,000 in excess thereof. Each Acceptance shall be dated the Borrowing Date specified in the Request for Acceptances with respect thereto and shall be stated to mature on the date specified in the Request for Acceptances, which date shall be a Business Day which is not less than 7 30 days and not more than 180 days after the date thereof (and, in any event, prior to the Revolving Credit Termination Date). (d) Not later than 12:00 P.M.Noon, Toronto time, on the Borrowing Date specified in the relevant Request for Acceptances, and upon fulfilment fulfillment of the applicable conditions set forth in Article 6subsection 11.2, each Canadian Lender will, in accordance with such Request for Acceptances, (i) sign each Draft on behalf of the Canadian Borrower pursuant to the Power of Attorney, (ii) complete the date, amount and maturity of each Draft to be accepted, (iii) accept such Drafts and give notice to the Canadian Administrative Agent of such acceptance and (iv) upon such acceptance, discount purchase such Acceptances to the extent contemplated by Section 3.3subsection 6. (e) The Administrative Agent shall maintain the Register pursuant to

Creation of Acceptances. (a) The Canadian Borrower may request the creation of Acceptances hereunder by submitting to the Canadian Administrative Agent at its office specified in Section 11.2 subsection 18.2 prior to 11:00 A.M., Toronto time, one two Business Day Days prior to the requested Borrowing Date, (i) a request for acceptances (each, a "Request for Acceptances") completed in a manner and in form and substance reasonably satisfactory to the Canadian Administrative Agent and specifying, among other things, the Borrowing Date, maturity and face amount of the Drafts to be accepted and discounted, (ii) to the extent not theretofore supplied to each Canadian Lender, a sufficient number of Drafts to be drawn on the Canadian Lenders, to be appropriately completed in accordance with subsection 3.2(d6.2(d) and (iii) such other certificates, documents and other papers and information as the Canadian Administrative Agent may reasonably request. Upon receipt of any such Request for Acceptances, the Canadian Administrative Agent shall promptly notify each Canadian Lender and the General Administrative Agent of its receipt thereof. (b) In connection with each utilization by it of the Commitments by way of Acceptances, the The Canadian Borrower hereby agrees that it shall deliver to the Canadian Administrative Agent on or prior to the Effective Date Closing Date, Powers of Attorney substantially in the form annexed hereto as Exhibit D (the "Powers of Attorney") authorizing each Canadian Lender to draw Drafts on such Canadian Lender on behalf of the Canadian Borrower and to complete such Drafts in accordance with the Requests for Acceptances submitted from time to time pursuant to subsection 3.2(a) hereof6.2(a). (c) Each Request for Acceptances made by or on behalf of the Canadian Borrower hereunder shall contain a request for Acceptances denominated in Canadian Dollars and having an aggregate undiscounted face amount equal to $10,000,000 C$5,000,000 or a whole multiple of $C$1,000,000 in excess thereof. Each Acceptance shall be dated the Borrowing Date specified in the Request for Acceptances with respect thereto and shall be stated to mature on the date specified in the Request for Acceptances, which date shall be a Business Day which is not less than 7 30 days and not more than 180 days after the date thereof (and, in any event, prior to the Revolving Credit Termination Date). (d) Not later than 12:00 P.M.Noon, Toronto time, on the Borrowing Date specified in the relevant Request for Acceptances, and upon fulfilment fulfillment of the applicable conditions set forth in Article 6subsection 12.2, each Canadian Lender will, in accordance with such Request for Acceptances, (i) sign each Draft on behalf of the Canadian Borrower pursuant to the Power of Attorney, (ii) complete the date, amount and maturity of each Draft to be accepted, (iii) accept such Drafts and give notice to the Canadian Administrative Agent of such acceptance and (iv) upon such acceptance, discount purchase such Acceptances to the extent contemplated by Section 3.3subsection 6.3. (e) The Administrative Agent shall maintain the Register pursuant to

Creation of Acceptances. (a) The Canadian Borrower may request the creation of Acceptances hereunder by submitting to the Canadian Administrative Agent at its office in Canada specified in Section 11.2 14.2 prior to 11:00 A.M.a.m., Toronto time, one two Business Day Days prior to the requested Borrowing Date, (i) a request for acceptances acceptances, substantially in the form of Exhibit A-2 (each, a "Request for Acceptances") completed in a manner and in form and substance reasonably satisfactory to the Canadian Administrative Agent and specifying, among other things, the Borrowing Date, maturity term in months and amount of the Drafts to be accepted and discounted, and (ii) to the extent not theretofore supplied to each Lender, a sufficient number of Drafts to be drawn on the Lenders, to be appropriately completed in accordance with subsection 3.2(d) and (iii) such other certificates, documents and other papers and information as the Canadian Administrative Agent may reasonably request. Upon receipt of any such Request for Acceptances, the Canadian Administrative Agent shall promptly notify each Canadian Lender of its receipt details thereof, including each Canadian Lender's share of the amount of Drafts to be accepted and discounted. (b) In connection with each utilization by it of the Commitments by way of Acceptances, the The Canadian Borrower hereby agrees that it shall deliver to the Administrative Agent on the Effective Date Powers of Attorney substantially in the form annexed hereto as Exhibit D (the "Powers of Attorney") authorizing irrevocably authorizes each Canadian Lender to draw Drafts on such Lender Canadian Lender, in the name of and on behalf of the Borrower Canadian Borrower, and to complete such Drafts in accordance with the Requests for Acceptances submitted from time to time pursuant to subsection 3.2(a) hereofSection 5.2(a). Drafts so completed and signed on behalf of the Canadian Borrower by any Canadian Lender shall bind the Canadian Borrower as fully and effectively as if so performed by an authorized officer of the Canadian Borrower. Any executed Drafts which are held by any Canadian Lender need only be held in safekeeping with the same degree of care as if they were such Canadian Lender's own property and such Canadian Lender was keeping them at the place at which they are to be held. The Canadian Borrower shall, by written notice to the Canadian Administrative Agent, designate the persons authorized to sign Requests for Acceptance. Neither the Canadian Administrative Agent nor any Canadian Lender nor any of their respective directors, officers, employees or representatives shall be liable for any action taken or omitted to be taken by any of them under this Section 5 except for its own gross negligence or willful misconduct. (c) Each Request for Acceptances made by or on behalf of the Canadian Borrower hereunder shall contain a request for Acceptances denominated in Canadian Dollars and having an aggregate undiscounted face amount equal to $10,000,000 C$5,000,000 or a whole multiple of $C$1,000,000 in excess thereof. Each Acceptance shall be dated the Borrowing Date specified in the Request for Acceptances with respect thereto and shall be stated to mature on the date specified in the Request for Acceptances, which date shall be a Business Day which is not less than 7 days one month and not more than 180 days six months after the date thereof (andthereof; provided, in any event, prior to that no Acceptance shall mature after the Canadian Facility Termination Date). (d) Not later than 12:00 P.M.noon, Toronto time, on the Borrowing Date specified in the relevant Request for Acceptances, and upon fulfilment of the applicable conditions set forth in Article 6, each Canadian Lender will, in accordance with such Request for Acceptances, (i) sign each Draft on behalf of the Canadian Borrower pursuant to the Power of AttorneySection 5.3(b), (ii) complete the date, amount and maturity of each Draft to be accepted, (iii) accept such Drafts and give notice to the Canadian Administrative Agent of such acceptance and (iv) upon such acceptance, discount purchase such Acceptances to the extent contemplated by Section 3.35.3. (e) The Administrative Agent shall maintain the Register pursuant to

Creation of Acceptances. (a) The Canadian Borrower may request ----------------------- the creation of Acceptances hereunder by submitting to the Canadian Administrative Agent at its office specified in Section 11.2 the Canadian Funding Office prior to 11:00 A.M., Toronto time, one two Business Day Days prior to the requested Borrowing Date, (i) a request for acceptances (each, a "Request for Acceptances") completed in a manner and in ----------------------- form and substance reasonably satisfactory to the Canadian Administrative Agent and specifying, among other things, the Borrowing Date, maturity and face amount of the Drafts to be accepted and discounted, (ii) to upon the extent not theretofore supplied to each Lenderrequest of the Canadian Administrative Agent on behalf of the Canadian Revolving Credit Lenders, a sufficient number of Drafts to be drawn on the Canadian Revolving Credit Lenders, to be appropriately completed in accordance with subsection 3.2(dSection 5.7(d) and (iii) such other certificates, documents and other papers and information as the Canadian Administrative Agent may reasonably request. Upon receipt of any such Request for Acceptances, the Canadian Administrative Agent shall promptly notify each Canadian Revolving Credit Lender and the General Administrative Agent of its receipt thereof. (b) In connection with each utilization by it of the Commitments by way of Acceptances, the The Canadian Borrower hereby agrees that it shall deliver to the Canadian Administrative Agent on or prior to the Effective Date Closing Date, Powers of Attorney substantially in the form annexed hereto as Exhibit D I (the "Powers of --------- Attorney") authorizing each Canadian Revolving Credit Lender to draw Drafts on -------- such Canadian Revolving Credit Lender on behalf of the Canadian Borrower and to complete such Drafts in accordance with the Requests for Acceptances submitted from time to time pursuant to subsection 3.2(a) hereofSection 5.7(a). (c) Each Request for Acceptances made by or on behalf of the Canadian Borrower hereunder shall contain a request for Acceptances denominated in Canadian Dollars and having an aggregate undiscounted face amount equal to $10,000,000 C$1,000,000 or a whole multiple of $1,000,000 C$100,000 in excess thereof. Each Acceptance shall be dated the Borrowing Date specified in the Request for Acceptances with respect thereto and shall be stated to mature on the date specified in the Request for Acceptances, which date shall be a Business Day which is not less than 7 days and not more than approximately 30, 60, 90 or 180 days after the date thereof (and, in any event, prior to the Canadian Revolving Credit Termination Date). (d) Not later than 12:00 P.M.Noon, Toronto time, on the Borrowing Date specified in the relevant Request for Acceptances, and upon fulfilment fulfillment of the applicable conditions set forth in Article 6Section 9.2, each Canadian Revolving Credit Lender will, in accordance with such Request for Acceptances, (i) sign each Draft on behalf of the Canadian Borrower pursuant to the Power of Attorney, (ii) complete the date, amount and maturity of each Draft to be accepted, (iii) accept such Drafts and give notice to the Canadian Administrative Agent of such acceptance and (iv) upon such acceptance, discount purchase such Acceptances to the extent contemplated by Section 3.35.8. Alternatively, at the request of the Canadian Administrative Agent, the Canadian Borrower shall deliver to the Canadian Administrative Agent a "depository note" which complies with the requirements of the Depository Bills and Notes Act (Canada), and consents to the deposit of any Acceptance in the form of a depository note in the book-based debt clearance system maintained by the Canadian Depository of Securities or other recognized clearing house. In such circumstances, the delivery of Acceptances shall be governed by the clearance procedures established thereunder. (e) Each Canadian Revolving Credit Lender 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 Canadian Borrower, promptly advise the Canadian Borrower of the number and designations, if any, of uncompleted Drafts held by it for the Canadian Borrower. The Administrative Agent signature of any officer of the Canadian Borrower on a Draft may be mechanically reproduced and Acceptance Notes bearing facsimile signatures shall maintain be binding upon the Register pursuant toCanadian Borrower as if they had been manually signed. Even if the individuals whose manual or facsimile signature appears on any Acceptance or Acceptance Note no longer hold office at the date of signature, at the date of its acceptance by the Lender or at any time after such date, any Acceptance or Acceptance Note so signed shall be valid and binding upon the Canadian Borrower.

Creation of Acceptances. Subject to the terms and conditions of this Agreement, the Canadian Lenders shall be obligated to create Acceptances for the accounts of the Canadian Borrower and the Acquisition Borrower (each referred to in this Section 3 as an "Acceptance Borrower") on the following terms and conditions: (a) The By giving telephone notice (promptly followed by written notice in the form of Exhibit H) to the Administrative Agent's Toronto office on or before 10:00 a.m. (Toronto time), on a Business Day, an Acceptance Borrower may from time to time irrevocably request, on three Business Days' notice, that Acceptances be created in Canadian Dollars in a minimum face amount of C$10,000,000 and in integral multiples of the C$100,000. Each Acceptance created hereunder shall be created by a Canadian Lender's accepting one or more drafts drawn on the form appropriate for each respective Canadian Lender for bankers acceptances (a "Draft"), each such Draft (i) being drawn by an Acceptance Borrower on such Canadian Lender in accordance with the terms hereof, (ii) being dated the date of acceptance of such Draft by such Canadian Lender, (iii) maturing on a Business Day one, two, three or six months (or, with the prior consent of the Canadian Lenders, nine or twelve months) after the date of the proposed acceptance but in no event may an Acceptance Borrower choose a maturity date after the Commitment Termination Date or which would cause such Borrower to cash collateralize its Acceptance on a Scheduled Commitment Reduction Date pursuant to Section 3.9(b), and (iv) having a face amount not less than C$100,000, or in an integral multiple of C$100,000 payable in Canadian Dollars. Promptly following receipt of a request for an Acceptance, the Administrative Agent shall notify each Canadian Lender of such request and of the face amount of each Acceptance to be created by such Canadian Lender (which shall be apportioned among the Canadian Lenders as nearly as possible in accordance with their respective Canadian Percentages, subject to the foregoing sentence, in accordance with standard market practice), the 45 term thereof, the maturity date thereof, and the extent to which the proceeds of such Acceptances are to be applied to the payment of maturing Acceptances or to the repayment or prepayment of Tranche C or Tranche D Loans. Such notification shall be an "Acceptance Request." (b) Each Canadian Lender that creates an Acceptance shall be required to fund or discount such Acceptance in the market or purchase the same for its own account, such that the purchase price therefor shall be equal to the face amount of such Acceptance less an amount calculated at a rate per annum equal to the Applicable Margin plus the Canadian Acceptance Rate applicable to such Acceptance, computed on a basis of a year of 365 days on the face amount of such Acceptance for the period from the date of creation thereof to (but excluding) the maturity date thereof. The amount of Acceptances hereunder the Acceptance Proceeds derived from an Acceptance, to the extent such Acceptance Proceeds are not required by submitting the provisions hereof to be applied to the payment of maturing Acceptances, or at the request of the applicable Acceptance Borrower, to be applied to the repayment or prepayment of Tranche C or Tranche D Loans, shall on the date on which such Acceptance is created be remitted to the Administrative Agent at its office the Administrative Agent's Canadian Office by the relevant Canadian Lender in immediately available funds not later than 1:00 p.m. (Toronto time) on the date specified in Section 11.2 prior to 11:00 A.M.the relevant Acceptance Request. On each such date, Toronto time, one Business Day prior and subject to the requested Borrowing Date, (i) a request for acceptances (each, a "Request for Acceptances") completed in a manner and in form and substance reasonably satisfactory to the Administrative Agent and specifying, among other things, the Borrowing Date, maturity and amount of the Drafts to be accepted and discounted, (ii) to the extent not theretofore supplied to each Lender, a sufficient number of Drafts to be drawn on the Lenders, to be appropriately completed in accordance with subsection 3.2(d) and (iii) such other certificates, documents and other papers and information as the Administrative Agent may reasonably request. Upon prior receipt of any such Request for Acceptancesfunds from each Canadian Lender, the Administrative Agent shall promptly notify each Lender make available to the applicable Acceptance Borrower at its Canadian Office in immediately available funds, no later than 3:00 p.m. (Toronto time), all of its receipt thereofsuch Acceptance Proceeds. (bc) In connection with each utilization by it of the Tranche C and Tranche D Commitments by way of Acceptances, the each Acceptance Borrower hereby agrees that it shall deliver to the Administrative Agent on or prior to the Amendment Effective Date Date, Powers of Attorney substantially in the form annexed hereto as Exhibit D J (the "Acceptance Powers of Attorney") authorizing each Canadian Lender to draw Drafts on such Canadian Lender on behalf of the such Acceptance Borrower and to complete such Drafts in accordance with the Requests requests for Acceptances submitted from time to time pursuant to subsection 3.2(a) hereof. (c) Each Request for Acceptances made by or on behalf of the Borrower hereunder shall contain a request for Acceptances denominated in Canadian Dollars and having an aggregate undiscounted face amount equal to $10,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Acceptance shall be dated the Borrowing Date specified in the Request for Acceptances with respect thereto and shall be stated to mature on the date specified in the Request for Acceptances, which date shall be a Business Day which is not less than 7 days and not more than 180 days after the date thereof (and, in any event, prior to the Termination DateSection 3.1(a). (d) Not later than 12:00 P.M., Noon (Toronto time, ) on the Borrowing Date borrowing date specified in the relevant Request for Acceptancesrequest, and upon fulfilment fulfillment of the applicable conditions set forth in Article 6Section 11.5, each Canadian Lender will, in accordance with such Request for Acceptancesrequest, (i) sign each Draft on behalf of the applicable Acceptance Borrower pursuant to the Acceptance Power of Attorney, (ii) complete the date, amount and maturity of each Draft to be accepted, (iii) accept such Drafts and give notice to the Administrative Agent of for such acceptance and (iv) upon such acceptance, discount such Acceptances to the extent contemplated by Section 3.33.1(b). (e) The Administrative Agent shall maintain the Register pursuant to

Creation of Acceptances. (a) The Canadian Borrower may request the creation of Acceptances hereunder by submitting to the Canadian Administrative Agent at its office specified in Section 11.2 subsection 17.2 prior to 11:00 A.M., Toronto time, one two Business Day Days prior to the requested Borrowing Date, (i) a request for acceptances (each, a "Request for Acceptances") completed in a manner and in form and substance reasonably satisfactory to the Canadian Administrative Agent and specifying, among other things, the Borrowing Date, maturity and face amount of the Drafts to be accepted and discounted, (ii) to the extent not theretofore supplied to each Canadian Lender, a sufficient number of Drafts to be drawn on the Canadian Lenders, to be appropriately completed in accordance with subsection 3.2(d6.2(d) and (iii) such other certificates, documents and other papers and information as the Canadian Administrative Agent may reasonably request. Upon receipt of any such Request for Acceptances, the Canadian Administrative Agent shall promptly notify each Canadian Lender and the General Administrative Agent of its receipt thereof. (b) In connection with each utilization by it of the Commitments by way of Acceptances, the The Canadian Borrower hereby agrees that it shall deliver delivered to the Canadian Administrative Agent on or prior to the Effective Date Closing Date, Powers of Attorney substantially in the form annexed hereto as Exhibit D (the "Powers of Attorney") authorizing each Canadian Lender to draw Drafts on such Canadian Lender on behalf of the Canadian Borrower and to complete such Drafts in accordance with the Requests for Acceptances submitted from time to time pursuant to subsection 3.2(a) hereof6.2(a). (c) Each Request for Acceptances made by or on behalf of the Canadian Borrower hereunder shall contain a request for Acceptances denominated in Canadian Dollars and having an aggregate undiscounted face amount equal to $10,000,000 C$5,000,000 or a whole multiple of $C$1,000,000 in excess thereof. Each Acceptance shall be dated the Borrowing Date specified in the Request for Acceptances with respect thereto and shall be stated to mature on the date specified in the Request for Acceptances, which date shall be a Business Day which is not less than 7 30 days and not more than 180 days after the date thereof (and, in any event, prior to the Revolving Credit Termination Date). (d) Not later than 12:00 P.M.Noon, Toronto time, on the Borrowing Date specified in the relevant Request for Acceptances, and upon fulfilment fulfillment of the applicable conditions set forth in Article 6subsection 11.2, each Canadian Lender will, in accordance with such Request for Acceptances, (i) sign each Draft on behalf of the Canadian Borrower pursuant to the Power of Attorney, (ii) complete the date, amount and maturity of each Draft to be accepted, (iii) accept such Drafts and give notice to the Canadian Administrative Agent of such acceptance and (iv) upon such acceptance, discount purchase such Acceptances to the extent contemplated by Section 3.3. (e) The subsection 6.3. Alternatively, at the request of the Canadian Administrative Agent, the Canadian Borrower shall deliver to the Canadian Administrative Agent a "depository note" which complies with the requirements of the Depository Bills and Notes Act (Canada), and consents to the deposit of any such depository note in the book-based debt clearance system maintained by the Canadian Depository of Securities. In such circumstances, the delivery of Acceptances shall maintain be governed by the Register pursuant toclearance procedures established thereunder.

Creation of Acceptances. (a) The Canadian Borrower may request the creation of Acceptances hereunder by submitting to the Canadian Administrative Agent at its office specified in Section 11.2 subsection 18.2 prior to 11:00 A.M., Toronto time, one two Business Day Days prior to the requested Borrowing Date, (i) a request for acceptances (each, a "Request for Acceptances") completed in a manner and in form and substance reasonably satisfactory to the Canadian Administrative Agent and specifying, among other things, the Borrowing Date, maturity and face amount of the Drafts to be accepted and discounted, (ii) to the extent not theretofore supplied to each Canadian Lender, a sufficient number of Drafts to be drawn on the Canadian Lenders, to be appropriately completed in accordance with subsection 3.2(d6.2(d) and (iii) such other certificates, documents and other papers and information as the Canadian Administrative Agent may reasonably request. Upon receipt of any such Request for Acceptances, the Canadian Administrative Agent shall promptly notify each Canadian Lender and the General Administrative Agent of its receipt thereof. (b) In connection with each utilization by it of the Commitments by way of Acceptances, the The Canadian Borrower hereby agrees that it shall deliver to the Canadian Administrative Agent on or prior to the Effective Date Closing Date, Powers of Attorney substantially in the form annexed hereto as Exhibit D (the "Powers of Attorney") authorizing each Canadian Lender to draw Drafts on such Canadian Lender on behalf of the Canadian Borrower and to complete such Drafts in accordance with the Requests for Acceptances submitted from time to time pursuant to subsection 3.2(a) hereof6.2(a). (c) Each Request for Acceptances made by or on behalf of the Canadian Borrower hereunder shall contain a request for Acceptances denominated in Canadian Dollars and having an aggregate undiscounted face amount equal to $10,000,000 C$5,000,000 or a whole multiple of $C$1,000,000 in excess thereof. Each Acceptance shall be dated the Borrowing Date specified in the Request for Acceptances with respect thereto and shall be stated to mature on the date specified in the Request for Acceptances, which date shall be a Business Day which is not less than 7 30 days and not more than 180 days after the date thereof (and, in any event, prior to the Revolving Credit Termination Date). (d) Not later than 12:00 P.M.Noon, Toronto time, on the Borrowing Date specified in the relevant Request for Acceptances, and upon fulfilment fulfillment of the applicable conditions set forth in Article 6subsection 12.2, each Canadian Lender will, in accordance with such Request for Acceptances, (i) sign each Draft on behalf of the Canadian Borrower pursuant to the Power of Attorney, (ii) complete the date, amount and maturity of each Draft to be accepted, (iii) accept such Drafts and give notice to the Canadian Administrative Agent of such acceptance and (iv) upon such acceptance, discount purchase such Acceptances to the extent contemplated by Section 3.3subsection 6. (e) The Administrative Agent shall maintain the Register pursuant to

Creation of Acceptances. (a) The Canadian Borrower may request the creation of Acceptances hereunder by submitting to the Canadian Administrative Agent at its office specified in Section 11.2 subsection 17.2 prior to 11:00 A.M., Toronto time, one Business Day prior to the requested Borrowing Date, (i) a request for acceptances (each, a "Request for Acceptances") completed in a manner and in form and substance reasonably satisfactory to the Canadian Administrative Agent and specifying, among other things, the Borrowing Date, maturity and amount of the Drafts to be accepted and discounted, (ii) to the extent not theretofore supplied to each Canadian Lender, a sufficient number of Drafts to be drawn on the Canadian Lenders, to be appropriately completed in accordance with subsection 3.2(d6.2(d) and (iii) such other certificates, documents and other papers and information as the Canadian Administrative Agent may reasonably request. Upon receipt of any such Request for Acceptances, the Canadian Administrative Agent shall promptly notify each Canadian Lender and the General Administrative Agent of its receipt thereof. (b) In connection with each utilization by it of the Canadian Revolving Credit Commitments by way of Acceptances, the Canadian Borrower hereby agrees that it shall deliver to the Canadian Administrative Agent on or prior to the Effective Date Date, Powers of Attorney substantially in the form annexed hereto as Exhibit D (the "Powers of Attorney") authorizing each Canadian Lender to draw Drafts on such Canadian Lender on behalf of the Canadian Borrower and to complete such Drafts in accordance with the Requests for Acceptances submitted from time to time pursuant to subsection 3.2(a) hereof6.2(a). (c) Each Request for Acceptances made by or on behalf of the Canadian Borrower hereunder shall contain a request for Acceptances denominated in Canadian Dollars and having an aggregate undiscounted face amount equal to $C$10,000,000 or a whole multiple of $C$1,000,000 in excess thereof. Each Acceptance shall be dated the Borrowing Date specified in the Request for Acceptances with respect thereto and shall be stated to mature on the date specified in the Request for Acceptances, which date shall be a Business Day which is not less than 7 30 days and not more than 180 days after the date thereof (and, in any event, prior to the Revolving Credit Termination Date). (d) Not later than 12:00 P.M.Noon, Toronto time, on the Borrowing Date specified in the relevant Request for Acceptances, and upon fulfilment fulfillment of the applicable conditions set forth in Article 6subsection 11.2, each Canadian Lender will, in accordance with such Request for Acceptances, (i) sign each Draft on behalf of the Canadian Borrower pursuant to the Power of Attorney, (ii) complete the date, amount and maturity of each Draft to be accepted, (iii) accept such Drafts and give notice to the Canadian Administrative Agent of such acceptance and (iv) upon such acceptance, discount such Acceptances to the extent contemplated by Section 3.3subsection 6.3. (e) The Administrative Agent shall maintain the Register pursuant to

Creation of Acceptances. (a) The Canadian Borrower may request the creation of Acceptances hereunder by submitting to the Canadian Administrative Agent at its office in Canada specified in Section 11.2 14.2 prior to 11:00 A.M.a.m., Toronto time, one two Business Day Days prior to the requested Borrowing Date, (i) a request for acceptances acceptances, substantially in the form of Exhibit A-2 (each, a "Request for AcceptancesREQUEST FOR ACCEPTANCES") completed in a manner and in form and substance reasonably satisfactory to the Canadian Administrative Agent and specifying, among other things, the Borrowing Date, maturity term in months and amount of the Drafts to be accepted and discounted, and (ii) to the extent not theretofore supplied to each Lender, a sufficient number of Drafts to be drawn on the Lenders, to be appropriately completed in accordance with subsection 3.2(d) and (iii) such other certificates, documents and other papers and information as the Canadian Administrative Agent may reasonably request. Upon receipt of any such Request for Acceptances, the Canadian Administrative Agent shall promptly notify each Canadian Lender of its receipt details thereof, including each Canadian Lender's share of the amount of Drafts to be accepted and discounted. (b) In connection with each utilization by it of the Commitments by way of Acceptances, the The Canadian Borrower hereby agrees that it shall deliver to the Administrative Agent on the Effective Date Powers of Attorney substantially in the form annexed hereto as Exhibit D (the "Powers of Attorney") authorizing irrevocably authorizes each Canadian Lender to draw Drafts on such Lender Canadian Lender, in the name of and on behalf of the Borrower Canadian Borrower, and to complete such Drafts in accordance with the Requests for Acceptances submitted from time to time pursuant to subsection 3.2(a) hereofSection 5.2(a). Drafts so completed and signed on behalf of the Canadian Borrower by any Canadian Lender shall bind the Canadian Borrower as fully and effectively as if so performed by an authorized officer of the Canadian Borrower. Any executed Drafts which are held by any Canadian Lender need only be held in safekeeping with the same degree of care as if they were such Canadian Lender's own property and such Canadian Lender was keeping them at the place at which they are to be held. The Canadian Borrower shall, by written notice to the Canadian Administrative Agent, designate the persons authorized to sign Requests for Acceptance. Neither the Canadian Administrative Agent nor any Canadian Lender nor any of their respective directors, officers, employees or representatives shall be liable for any action taken or omitted to be taken by any of them under this Section 5 except for its own gross negligence or willful misconduct. (c) Each Request for Acceptances made by or on behalf of the Canadian Borrower hereunder shall contain a request for Acceptances denominated in Canadian Dollars and having an aggregate undiscounted face amount equal to $10,000,000 C$5,000,000 or a whole multiple of $C$1,000,000 in excess thereof. Each Acceptance shall be dated the Borrowing Date specified in the Request for Acceptances with respect thereto and shall be stated to mature on the date specified in the Request for Acceptances, which date shall be a Business Day which is not less than 7 days one month and not more than 180 days six months after the date thereof (andthereof; PROVIDED, in any event, prior to that no Acceptance shall mature after the Canadian Facility Termination Date). (d) Not later than 12:00 P.M.noon, Toronto time, on the Borrowing Date specified in the relevant Request for Acceptances, and upon fulfilment of the applicable conditions set forth in Article 6, each Canadian Lender will, in accordance with such Request for Acceptances, (i) sign each Draft on behalf of the Canadian Borrower pursuant to the Power of AttorneySection 5.3(b), (ii) complete the date, amount and maturity of each Draft to be accepted, (iii) accept such Drafts and give notice to the Canadian Administrative Agent of such acceptance and (iv) upon such acceptance, discount purchase such Acceptances to the extent contemplated by Section 3.35.3. (e) The Administrative Agent shall maintain the Register pursuant to

Creation of Acceptances. (a) The Borrower Company may request the creation of Acceptances hereunder by submitting to the Administrative Agent each Bank at its office specified in Section 11.2 prior to 11:00 A.M., Toronto time, one Schedule I hereto at least two Business Day Days prior to the requested Borrowing Datedate of acceptance, (i) a request for acceptances (each, a "Request for Acceptances") , with a copy to the Agent, completed in a manner and in form and substance reasonably satisfactory to the Administrative Agent such Bank and specifying, among other things, the Borrowing Datedate (which must be a Business Day), maturity and amount of the Drafts Draft to be accepted and discountedaccepted, (ii) to the extent not theretofore previously supplied to each Lendersuch Bank in accordance with subsection 4.6, a sufficient number of Drafts Draft to be drawn on the Lenderssuch Bank, to be appropriately completed in accordance with this subsection 3.2(d) 4.2 and (iii) such other certificates, documents and other papers and information as the Administrative Agent such Bank may reasonably request. Upon receipt of any such Notwithstanding the foregoing, the Company shall not make a Request for AcceptancesAcceptances or submit any Drafts for payment to any Bank hereunder unless (y) the Company shall have simultaneously provided to each other Bank a Request for Acceptances or a Draft, as the Administrative Agent shall promptly notify case may be, which has a maturity date identical to that provided to each Lender other Bank and an undiscounted face amount equal to such Bank's Commitment Percentage of its receipt thereofall Acceptances requested or drawn upon at such time and (z) the undiscounted face amount of all Acceptances requested or drawn upon at such time is the lesser of (i) $250,000 or any greater amount which is a whole multiple of $100,000 in excess thereof or (ii) the then Available Working Capital Commitment. (b) In connection with each utilization Each Draft submitted by it of the Commitments by way of Acceptances, the Borrower hereby agrees that it shall deliver to the Administrative Agent on the Effective Date Powers of Attorney substantially in the form annexed hereto as Exhibit D (the "Powers of Attorney") authorizing each Lender to draw Drafts on such Lender on behalf of the Borrower and to complete such Drafts in accordance with the Requests Company for Acceptances submitted from time to time pursuant to subsection 3.2(a) hereof. (c) Each Request for Acceptances made by or on behalf of the Borrower acceptance hereunder shall contain a request for Acceptances be denominated in Canadian Dollars and having an aggregate undiscounted face amount equal to $10,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Acceptance Dollars, shall be dated the Borrowing Date date specified in the Request for Acceptances with respect thereto and shall be stated to mature on the date specified in the Request for Acceptances, which date shall be a Business Day which is not less than 7 30, 60, 90 or 180 days and after the date thereof and, in any event, not more than 180 days after the anticipated date thereof (and, in any event, prior to the Termination Date). (d) Not later than 12:00 P.M., Toronto time, on the Borrowing Date of shipment specified in the relevant Request for Acceptances. No Acceptance created hereunder shall (i) mature after the date which is 30 days prior to the Commitment Termination Date, (ii) be created more than 30 days after the date of any shipments of goods to which such Acceptance relates, (iii) have a tenor in excess of the period of time which is usual and reasonably necessary to finance transactions of a similar character, (iv) be in a undiscounted face amount of less than $200,000 or (v) be in a face amount which, when taken together with all other Acceptances and other financings relating to the shipment of goods to which such Acceptance relates, exceeds the fair market value of such shipment. (c) Subject to subsection 4.2(d), not later than the close of business at its office specified in Schedule I hereto on the Business Day specified in a Request for Acceptances, and upon fulfilment fulfillment of the applicable conditions set forth in Article 6Section 7, each Lender Bank will, in accordance with such Request for Acceptances, (i) sign each Draft on behalf of the Borrower pursuant to the Power of Attorney, (ii) complete the date, amount and maturity of each Draft presented for acceptance (to be acceptedthe extent not completed by the Company), (iiiii) accept such Drafts and give notice to the Administrative Agent of such acceptance and (iviii) upon such acceptance, discount such Acceptances to the extent contemplated by Section 3.3in accordance with subsection 4.3. (ed) The Administrative Agent acceptance and discounting of Drafts by any Bank hereunder shall maintain at all times be in the Register pursuant tosole and absolute discretion of such Bank and no Bank shall be obligated to accept or discount a Draft unless all Banks have agreed to accept and discount their corresponding Drafts in accordance herewith.

Creation of Acceptances. (a) The Canadian Borrower may request the creation of Acceptances hereunder by submitting to the Canadian Administrative Agent at its office specified in Section 11.2 subsection 18.2 prior to 11:00 A.M., Toronto time, one two Business Day Days prior to the requested Borrowing Date, (i) a request for acceptances (each, a "Request for Acceptances") completed in a manner and in form and substance reasonably satisfactory to the Canadian Administrative Agent and specifying, among other things, the Borrowing Date, maturity and face amount of the Drafts to be accepted and discounted, (ii) to the extent not theretofore supplied to each Canadian Lender, a sufficient number of Drafts to be drawn on the Canadian Lenders, to be appropriately completed in accordance with subsection 3.2(d6.2(d) and (iii) such other certificates, documents and other papers and information as the Canadian Administrative Agent may reasonably request. Upon receipt of any such Request for Acceptances, the Canadian Administrative Agent shall promptly notify each Canadian Lender and the General Administrative Agent of its receipt thereof. (b) In connection with each utilization by it of the Commitments by way of Acceptances, the The Canadian Borrower hereby agrees that it shall deliver to the Canadian Administrative Agent on or prior to the Effective Date Closing Date, Powers of Attorney substantially in the form annexed hereto as Exhibit D (the "Powers of Attorney") authorizing each Canadian Lender to draw Drafts on such Canadian Lender on behalf of the Canadian Borrower and to complete such Drafts in accordance with the Requests for Acceptances submitted from time to time pursuant to subsection 3.2(a) hereof.6.2(a). 59 52 (c) Each Request for Acceptances made by or on behalf of the Canadian Borrower hereunder shall contain a request for Acceptances denominated in Canadian Dollars and having an aggregate undiscounted face amount equal to $10,000,000 C$5,000,000 or a whole multiple of $C$1,000,000 in excess thereof. Each Acceptance shall be dated the Borrowing Date specified in the Request for Acceptances with respect thereto and shall be stated to mature on the date specified in the Request for Acceptances, which date shall be a Business Day which is not less than 7 30 days and not more than 180 days after the date thereof (and, in any event, prior to the Revolving Credit Termination Date). (d) Not later than 12:00 P.M.Noon, Toronto time, on the Borrowing Date specified in the relevant Request for Acceptances, and upon fulfilment fulfillment of the applicable conditions set forth in Article 6subsection 12.2, each Canadian Lender will, in accordance with such Request for Acceptances, (i) sign each Draft on behalf of the Canadian Borrower pursuant to the Power of Attorney, (ii) complete the date, amount and maturity of each Draft to be accepted, (iii) accept such Drafts and give notice to the Canadian Administrative Agent of such acceptance and (iv) upon such acceptance, discount purchase such Acceptances to the extent contemplated by Section 3.3subsection 6. (e) The Administrative Agent shall maintain the Register pursuant to

Creation of Acceptances. (a) The Canadian Borrower may request the ----------------------- creation of Acceptances hereunder by submitting to the Canadian Administrative Agent at its office specified in Section 11.2 the Canadian Funding Office prior to 11:00 A.M., Toronto time, one two Business Day Days prior to the requested Borrowing Date, (i) a request for acceptances (each, a "Request for Acceptances") completed in a manner and in ----------------------- form and substance reasonably satisfactory to the Canadian Administrative Agent and specifying, among other things, the Borrowing Date, maturity and face amount of the Drafts to be accepted and discounted, (ii) to upon the extent not theretofore supplied to each Lenderrequest of the Canadian Administrative Agent on behalf of the Canadian Revolving Credit Lenders, a sufficient number of Drafts to be drawn on the Canadian Revolving Credit Lenders, to be appropriately completed in accordance with subsection 3.2(dSection 5.7(d) and (iii) such other certificates, documents and other papers and information as the Canadian Administrative Agent may reasonably request. Upon receipt of any such Request for Acceptances, the Canadian Administrative Agent shall promptly notify each Canadian Revolving Credit Lender and the General Administrative Agent of its receipt thereof. (b) In connection with each utilization by it of the Commitments by way of Acceptances, the The Canadian Borrower hereby agrees that it shall deliver delivered to the Canadian Administrative Agent on or prior to the Effective Date Original Closing Date, Powers of Attorney substantially in the form annexed hereto as Exhibit D I (the "Powers of Attorney") authorizing each ------------------ Canadian Revolving Credit Lender to draw Drafts on such Canadian Revolving Credit Lender on behalf of the Canadian Borrower and to complete such Drafts in accordance with the Requests for Acceptances submitted from time to time pursuant to subsection 3.2(a) hereofSection 5.7(a). (c) Each Request for Acceptances made by or on behalf of the Canadian Borrower hereunder shall contain a request for Acceptances denominated in Canadian Dollars and having an aggregate undiscounted face amount equal to $10,000,000 C$1,000,000 or a whole multiple of $1,000,000 C$100,000 in excess thereof. Each Acceptance shall be dated the Borrowing Date specified in the Request for Acceptances with respect thereto and shall be stated to mature on the date specified in the Request for Acceptances, which date shall be a Business Day which is not less than 7 days and not more than approximately 30, 60, 90 or 180 days after the date thereof (and, in any event, prior to the Canadian Revolving Credit Termination Date). (d) Not later than 12:00 P.M.Noon, Toronto time, on the Borrowing Date specified in the relevant Request for Acceptances, and upon fulfilment fulfillment of the applicable conditions set forth in Article 6Section 9.2, each Canadian Revolving Credit Lender will, in accordance with such Request for Acceptances, (i) sign each Draft on behalf of the Canadian Borrower pursuant to the Power of Attorney, (ii) complete the date, amount and maturity of each Draft to be accepted, (iii) accept such Drafts and give notice to the Canadian Administrative Agent of such acceptance and (iv) upon such acceptance, discount purchase such Acceptances to the extent contemplated by Section 3.35.8. Alternatively, at the request of the Canadian Administrative Agent, the Canadian Borrower shall deliver to the Canadian Administrative Agent a "depository note" which complies with the requirements of the Depository Bills and Notes Act (Canada), and consents to the deposit of any Acceptance in the form of a depository note in the book-based debt clearance system maintained by the Canadian Depository of Securities or other recognized clearing house. In such circumstances, the delivery of Acceptances shall be governed by the clearance procedures established thereunder. (e) Each Canadian Revolving Credit Lender 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 Canadian Borrower, promptly advise the Canadian Borrower of the number and designations, if any, of uncompleted Drafts held by it for the Canadian Borrower. The Administrative Agent signature of any officer of the Canadian Borrower on a Draft may be mechanically reproduced and Acceptance Notes bearing facsimile signatures shall maintain be binding upon the Register pursuant toCanadian Borrower as if they had been manually signed. Even if the individuals whose manual or facsimile signature appears on any Acceptance or Acceptance Note no longer hold office at the date of signature, at the date of its acceptance by the Lender or at any time after such date, any Acceptance or Acceptance Note so signed shall be valid and binding upon the Canadian Borrower.