Common use of Funding of Bankers’ Acceptances Clause in Contracts

Funding of Bankers’ Acceptances. (i) Subject to subsections (ii) and (iii) below, each Canadian Lender shall, not later than 1:00 P.M., Toronto, Ontario time, on the date of creation of the Bankers' Acceptances, accept orders of the Canadian Borrower which are presented to it for acceptance in an amount equal to each Canadian Lender's Commitment Percentage of the aggregate Face Amounts of Bankers' Acceptances created on such date; provided, however, that if the Face Amount of a Banker's Acceptance, which would otherwise be accepted by a Canadian Lender, would not be C$100,000 or a larger multiple thereof, such Face Amount shall be increased or reduced by the Canadian Administrative Agent in its discretion to the nearest multiple of C$100,000. Subject to the provisions hereof, the Canadian Administrative Agent shall be responsible for making all necessary arrangements with each of the Canadian Lenders with respect to the acceptance of Bankers' Acceptances. (ii) Each Canadian Lender shall transfer to the Canadian Administrative Agent for value on such creation date immediately available Canadian Dollars in an aggregate amount equal to the BA Discount Proceeds of all Bankers' Acceptances accepted and sold or purchased by the Canadian Lender on such date net of the applicable Acceptance Fee and net of the amount required to pay any of its previously accepted Bankers' Acceptances that are maturing on such date or its percentage of any Canadian Base Rate Revolving Loan that is being converted to Bankers' Acceptances on such date. (iii) Subject to subsection 3.1, in the sole judgment of a Canadian Lender, if such Canadian Lender is unable to create a Bankers' Acceptance in accordance with this Agreement, such Canadian Lender shall give an irrevocable notice to such effect to the Canadian Administrative Agent and the Canadian Borrower prior to 10:00 A.M., Toronto, Ontario time, on the date of the requested creation of the Bankers' Acceptances. Such Canadian Lender shall make available to the Canadian Borrower prior to 1:00 P.M., Toronto, Ontario time, one Business Day prior to the date of such requested Bankers' Acceptance a Canadian Dollar loan in a principal amount equal to the BA Discount Proceeds of such Canadian Lender's pro rata share of the aggregate Face Amounts of Bankers' Acceptances to be created on such date, such loan to be funded in the same manner as the Bankers' Acceptances provided by the other Canadian Lenders. Such loan shall have the same term as the Bankers' Acceptance for which it is a substitute and shall bear such interest per annum throughout the term thereof as shall permit such Canadian Lender to obtain the same effective rate as if such Canadian Lender had accepted and purchased a Bankers' Acceptance at the same Acceptance Fee and pricing in which the Canadian Administrative Agent would have accepted and purchased on the bid side of the market, such Bankers' Acceptance at approximately 1:00 P.M., Toronto, Ontario time, on the date such loan is made. The Canadian Borrower hereby agrees that if such loan is made by a Canadian Lender interest shall be payable in advance on the date of such loan by deducting the interest payable in respect thereof from the principal amount of such loan. The Canadian Administrative Agent shall promptly inform the Administrative Agent of the creation of Bankers' Acceptances and the terms thereof. No Canadian Lender shall be responsible for the failure or delay by any other Canadian Lender in its obligation to create Bankers' Acceptances hereunder; provided, however, that the failure of any Canadian Lender to fulfill its Commitment hereunder shall not relieve any other Canadian Lender of its Commitment hereunder.

Funding of Bankers’ Acceptances. (ia) Subject If the Administrative Agent receives from a Canadian Borrower a Drawdown Notice, Rollover Notice or Conversion Notice requesting a drawdown of, a rollover of or a conversion into Bankers' Acceptances, the Administrative Agent shall notify each Canadian Lender, prior to subsections 11:00 a.m. (iiToronto time) on the second Banking Day prior to the date of such extension of credit of such request and (iii) below, of each Canadian Lender's Pro Rata Share of such extension of credit. The Administrative Agent shall also at such time notify the relevant Borrower of each Canadian Lender's Pro Rata Share of such extension of credit. Each Canadian Lender shall, not later than 1:00 P.M., Toronto, Ontario 11:00 a.m. (Toronto time, ) on the date of creation each extension of credit by way of Bankers' Acceptance, accept drafts of the Bankers' Acceptances, accept orders of the Canadian relevant Borrower which are presented to it for acceptance in and which have an aggregate face amount equal to each such Canadian Lender's Commitment Percentage Pro Rata Share of the aggregate Face Amounts total extension of credit being made available by way of Bankers' Acceptances created on such date; provided, howeveras advised by the Administrative Agent. Each Canadian Lender shall purchase the Bankers' Acceptances which it has accepted for a purchase price equal to the BA Discounted Proceeds therefor. Each Canadian Lender may at any time and from time to time hold, that if sell, rediscount or otherwise dispose of any and all Bankers' Acceptances accepted and purchased by it. (b) The relevant Borrower shall provide for payment to the Face Amount accepting Canadian Lenders of the face amount of each Bankers' Acceptance at its maturity, either by payment of such amount or through an extension of credit hereunder or through a Banker's Acceptance, which would otherwise be accepted by a Canadian Lender, would not be C$100,000 or a larger multiple thereof, such Face Amount shall be increased or reduced combination of both. The relevant Borrower hereby waives presentment for payment of Bankers' Acceptances by the Canadian Administrative Agent Lenders and any defence to payment of amounts due to a Canadian Lender in its discretion respect of a Bankers' Acceptance which might exist by reason of such Bankers' Acceptance being held at maturity by such Canadian Lender which accepted it and agrees not to claim from such Canadian Lender any days of grace for the nearest multiple of C$100,000. Subject to the provisions hereof, the Canadian Administrative Agent shall be responsible for making all necessary arrangements with each of the Canadian Lenders with respect to the acceptance payment at maturity of Bankers' Acceptances. (iic) In the case of a drawdown by way of Bankers' Acceptance, each Canadian Lender shall, forthwith after the acceptance of drafts of the relevant Borrower as aforesaid, make available to the Administrative Agent the BA Proceeds with respect to the Bankers' Acceptances accepted by it. The Administrative Agent shall, upon fulfilment by the relevant Borrower of the terms and conditions set forth in Article 12, make such BA Proceeds available to the relevant Borrower on the date of such extension of credit by crediting the applicable Designated Account. In the case of a rollover of or conversion into Bankers' Acceptances, each Canadian Lender shall retain the Bankers' Acceptance accepted by it and shall not be required to make any funds available to the Administrative Agent for deposit to the applicable Designated Account; however, forthwith after the acceptance of drafts of the relevant Borrower as aforesaid, the relevant Borrower shall pay to the Administrative Agent on behalf of the Canadian Lenders an amount equal to the aggregate amount of the acceptance fees in respect of such Bankers' Acceptances calculated in accordance with Section 7.5 plus the amount by which the aggregate face amount of such Bankers' Acceptances exceeds the aggregate BA Discounted Proceeds with respect thereto. (d) Any Bankers' Acceptance may, at the option of the relevant Borrower, be executed in advance by or on behalf of the relevant Borrower, by mechanically reproduced or facsimile signatures of any two officers of the relevant Borrower who are properly so designated and authorized by the relevant Borrower from time to time. Any Bankers' Acceptance so executed and delivered by the relevant Borrower to the Canadian Lenders shall be valid and shall bind the relevant Borrower and may be dealt with by the Canadian Lenders to all intents and purposes as if the Bankers' Acceptance had been signed in the executing officers' own handwriting. (e) Each relevant Borrower shall notify the Canadian Lenders as to those officers whose signatures may be reproduced and used to execute Bankers' Acceptances in the manner provided in Section 3.4(d). Bankers' Acceptances with the mechanically reproduced or facsimile signatures of designated officers may be used by the Canadian Lenders and shall continue to be valid, notwithstanding the death, termination of employment or termination of authorization of either or both of such officers or any other circumstance. (f) The Borrowers hereby indemnify and agree to hold harmless the Canadian Lenders against and from all losses, damages, expenses and other liabilities caused by or attributable to the use of the mechanically reproduced or facsimile signature instead of the original signature of an authorized officer of a Canadian Borrower on a Banker's Acceptance prepared, executed, issued and accepted pursuant to this agreement, except to the extent determined by a court of competent jurisdiction to be due to the gross negligence or wilful misconduct of the Canadian Lenders. (g) Each Canadian Lender shall transfer to agrees that, in respect of the safekeeping of executed drafts of the Canadian Administrative Agent Borrowers which are delivered to it for value on such creation date immediately available Canadian Dollars in acceptance hereunder, it shall exercise the same degree of care which it gives to its own property, provided that it shall not be deemed to be an aggregate amount equal to the BA Discount Proceeds of all Bankers' Acceptances accepted and sold or purchased by the Canadian Lender on such date net of the applicable Acceptance Fee and net of the amount required to pay any of its previously accepted Bankers' Acceptances that are maturing on such date or its percentage of any Canadian Base Rate Revolving Loan that is being converted to Bankers' Acceptances on such dateinsurer thereof. (iiih) Subject to subsection 3.1, in the sole judgment of a Canadian Lender, if such Canadian Lender is unable to create a Bankers' Acceptance in accordance with this Agreement, such Canadian Lender shall give an irrevocable notice to such effect to the Canadian Administrative Agent and the Canadian Borrower prior to 10:00 A.M., Toronto, Ontario time, on the date of the requested creation of the Bankers' Acceptances. Such Canadian Lender shall make available to the Canadian Borrower prior to 1:00 P.M., Toronto, Ontario time, one Business Day prior to the date of such requested Bankers' Acceptance a Canadian Dollar loan in a principal amount equal to the BA Discount Proceeds of such Canadian Lender's pro rata share of the aggregate Face Amounts of All Bankers' Acceptances to be created on accepted by a particular Canadian Lender shall, at the option of such dateCanadian Lender, such loan to be funded issued in the same manner as form of depository bills made payable originally to and deposited with The Canadian Depository for Securities Limited pursuant to the DEPOSITORY BILLS AND NOTES ACT (Canada). (i) In order to facilitate the issuance of Bankers' Acceptances provided pursuant to this agreement, each Canadian Borrower hereby authorizes each Canadian Lender, and appoints each Canadian Lender as such Borrower's attorney, to complete, sign and endorse drafts or depository bills (each such executed draft or xxxx being herein referred to as a "BA Draft" on its behalf in handwritten form or by facsimile or mechanical signature or otherwise in accordance with the other Canadian Lenders. Such loan shall have the same term applicable Drawdown Notice, Rollover Notice or Conversion Notice and, once so completed, signed and endorsed to accept them as the Bankers' Acceptance for which it is a substitute Acceptances under this agreement and then if applicable, purchase, discount or negotiate such Bankers' Acceptances in accordance with the provisions of this agreement. BA Drafts so completed, signed, endorsed and negotiated on behalf of such Borrower by such Lender shall bear bind such interest per annum throughout the term thereof Borrower as shall permit such Canadian Lender to obtain the same effective rate fully and effectively as if so performed by an authorized officer of such Canadian Lender had accepted and purchased Borrower. Each draft of a Bankers' Acceptance at the same Acceptance Fee and pricing in which the Canadian Administrative Agent would have accepted and purchased on the bid side of the marketcompleted, such Bankers' Acceptance at approximately 1:00 P.M., Toronto, Ontario time, on the date such loan is made. The Canadian Borrower hereby agrees that if such loan is made signed or endorsed by a Canadian Lender interest shall be payable in advance mature on the date of such loan by deducting the interest payable in respect thereof from the principal amount of such loan. The Canadian Administrative Agent shall promptly inform the Administrative Agent last day of the creation of Bankers' Acceptances and the terms term thereof. No Canadian Lender shall be responsible for the failure or delay by any other Canadian Lender in its obligation to create Bankers' Acceptances hereunder; provided, however, that the failure of any Canadian Lender to fulfill its Commitment hereunder shall not relieve any other Canadian Lender of its Commitment hereunder.

Funding of Bankers’ Acceptances. If the Administrative Agent receives from Celestica or a Canadian Designated Subsidiary a Drawdown Notice or a Rollover Notice or a Conversion Notice requesting an Advance or a Rollover or a Conversion into a Bankers’ Acceptance Advance, in each case, under the Revolving Facility, the Administrative Agent shall notify each of the Canadian Lenders, prior to 11:30 a.m. (i) Subject to subsections (ii) and (iii) below, each Canadian Lender shall, not later than 1:00 P.M., Toronto, Ontario Canada time, ) on the first Banking Day prior to the date of creation such Advance, of the Bankers' Acceptances, accept orders of the Canadian Borrower which are presented to it for acceptance in an amount equal to such request and each Canadian Lender's Commitment Percentage ’s Main Facility Rateable Portion of the aggregate Face Amounts of Bankers' Acceptances created on such date; providedAdvance except that, however, that if the Face Amount of a Banker's Acceptance, draft which would otherwise be accepted by a Canadian Lender, Lender would not be C$100,000 Cdn.$100,000, or a larger an integral multiple thereof, such Face Amount shall be increased or reduced by the Canadian Administrative Agent in its sole and unfettered discretion to the nearest integral multiple of C$100,000Cdn.$100,000. Subject to the provisions hereof, the Canadian Administrative Agent shall be responsible for making all necessary arrangements with each of the Canadian Lenders with respect to the acceptance of Bankers' Acceptances. (ii) Each Canadian Lender shall transfer to the Canadian Administrative Agent for value on such creation date immediately available Canadian Dollars in an aggregate amount equal to the BA Discount Proceeds of all Bankers' Acceptances accepted and sold or purchased by the Canadian Lender on such date net of the applicable Acceptance Fee and net of the amount required to pay any of its previously accepted Bankers' Acceptances that are maturing on such date or its percentage of any Canadian Base Rate Revolving Loan that is being converted to Bankers' Acceptances on such date. shall, not later than 11:30 a.m. (iii) Subject to subsection 3.1, in the sole judgment of a Canadian Lender, if such Canadian Lender is unable to create a Bankers' Acceptance in accordance with this Agreement, such Canadian Lender shall give an irrevocable notice to such effect to the Canadian Administrative Agent and the Canadian Borrower prior to 10:00 A.M., Toronto, Ontario Canada time, ) on the date of each Advance by way of Bankers’ Acceptance under the requested creation Revolving Facility (whether in respect of a Drawdown or pursuant to a Rollover or Conversion), accept drafts of such Borrower who has delivered such Drawdown Notice, Rollover Notice or Conversion Notice which are presented to it for acceptance and which have an aggregate face amount equal to such Canadian Lender’s Main Facility Rateable Portion of the total Advance being made by way of Bankers' ’ Acceptances under the Revolving Facility on such date. With respect to each Drawdown of or Rollover of or Conversion into Bankers’ Acceptances, each Canadian Lender shall not be required to accept any draft which has a Face Amount which is not an integral multiple of Cdn.$100,000. Subject to this Section and Section 2.5, each Canadian Lender shall purchase its Main Facility Rateable Portion of any Bankers’ Acceptances. Such Concurrently with the acceptance of drafts of such Borrower as aforesaid, each Canadian Lender shall make available to the Canadian Borrower prior to 1:00 P.M., Toronto, Ontario time, one Business Day prior to the date of such requested Bankers' Acceptance a Canadian Dollar loan in a principal amount equal to the BA Discount Proceeds of such Canadian Lender's pro rata share Administrative Agent its Main Facility Rateable Portion of the aggregate Face Amounts of Bankers' Acceptances Notional BA Proceeds with respect to be created on such date, such loan to be funded in the same manner as the Bankers' Acceptances provided by the other Canadian LendersAdvance. Such loan shall have the same term as the Bankers' Acceptance for which it is a substitute and shall bear such interest per annum throughout the term thereof as shall permit such Canadian Lender to obtain the same effective rate as if such Canadian Lender had accepted and purchased a Bankers' Acceptance at the same Acceptance Fee and pricing in which the Canadian The Administrative Agent would have accepted and purchased on the bid side shall, upon fulfilment by such Borrower of the marketconditions set out in Section 6.2 or Section 6.3, as applicable, make such Bankers' Acceptance at approximately 1:00 P.M., Toronto, Ontario time, on the date Notional BA Proceeds available to such loan is made. The Canadian Borrower hereby agrees that if such loan is made by a Canadian Lender interest shall be payable in advance on the date of such loan Advance by deducting crediting the interest payable in respect thereof from the principal amount Designated Account of such loan. The Canadian Administrative Agent shall promptly inform the Administrative Agent of the creation of Bankers' Acceptances and the terms thereof. No Canadian Lender shall be responsible for the failure or delay by any other Canadian Lender in its obligation to create Bankers' Acceptances hereunder; provided, however, that the failure of any Canadian Lender to fulfill its Commitment hereunder shall not relieve any other Canadian Lender of its Commitment hereunderBorrower.

Funding of Bankers’ Acceptances. (ia) Subject to subsections (ii) and (iii) belowIf the Administrative Agent receives from a Canadian RT Borrower a Drawdown Notice, Rollover Notice or Conversion Notice requesting a drawdown of, a rollover of or a conversion into Bankers' Acceptances, the Administrative Agent shall notify each Canadian RT Lender, prior to 11:00 a.m. (Toronto time) on the second Banking Day prior to the date of such extension of credit of such request and of each Canadian RT Lender's Pro Rata Share of such extension of credit. The Administrative Agent shall also at such time notify the relevant RT Borrower of each Canadian RT Lender's Pro Rata Share of such extension of credit. Each Canadian RT Lender shall, not later than 1:00 P.M., Toronto, Ontario 11:00 a.m. (Toronto time, ) on the date of creation each extension of credit by way of Bankers' Acceptance, accept drafts of the Bankers' Acceptances, accept orders of the Canadian relevant RT Borrower which are presented to it for acceptance in and which have an aggregate face amount equal to each such Canadian RT Lender's Commitment Percentage Pro Rata Share of the aggregate Face Amounts total extension of credit being made available by way of Bankers' Acceptances created on such date; provided, however, that if the Face Amount of a Banker's Acceptance, which would otherwise be accepted by a Canadian Lender, would not be C$100,000 or a larger multiple thereof, such Face Amount shall be increased or reduced as advised by the Administrative Agent. Each Canadian Administrative Agent in its discretion to RT Lender shall purchase the nearest multiple of C$100,000. Subject to the provisions hereof, the Canadian Administrative Agent shall be responsible for making all necessary arrangements with each of the Canadian Lenders with respect to the acceptance of Bankers' Acceptances. (ii) Each Canadian Lender shall transfer to the Canadian Administrative Agent Acceptances which it has accepted for value on such creation date immediately available Canadian Dollars in an aggregate amount a purchase price equal to the BA Discount Discounted Proceeds therefor. Each Canadian RT Lender may at any time and from time to time hold, sell, rediscount or otherwise dispose of any and all Bankers' Acceptances accepted and sold purchased by it. (b) The relevant Canadian RT Borrower shall provide for payment to the accepting Canadian RT Lenders of the face amount of each Bankers' Acceptance at its maturity, either by payment of such amount or purchased through an extension of credit hereunder or through a combination of both. The relevant Canadian RT Borrower hereby waives presentment for payment of Bankers' Acceptances by the Canadian Lender on such date net RT Lenders and any defence to payment of the applicable Acceptance Fee and net of the amount required amounts due to pay any of its previously accepted Bankers' Acceptances that are maturing on such date or its percentage of any Canadian Base Rate Revolving Loan that is being converted to Bankers' Acceptances on such date. (iii) Subject to subsection 3.1, in the sole judgment of a Canadian Lender, if such Canadian RT Lender is unable to create in respect of a Bankers' Acceptance in accordance with this Agreement, such Canadian Lender shall give an irrevocable notice to such effect to the Canadian Administrative Agent and the Canadian Borrower prior to 10:00 A.M., Toronto, Ontario time, on the date which might exist by reason of the requested creation of the Bankers' Acceptances. Such Canadian Lender shall make available to the Canadian Borrower prior to 1:00 P.M., Toronto, Ontario time, one Business Day prior to the date of such requested Bankers' Acceptance a Canadian Dollar loan in a principal amount equal to the BA Discount Proceeds of such Canadian Lender's pro rata share of the aggregate Face Amounts of Bankers' Acceptances to be created on such date, such loan to be funded in the same manner as the Bankers' Acceptances provided by the other Canadian Lenders. Such loan shall have the same term as the Bankers' Acceptance for which it is a substitute and shall bear such interest per annum throughout the term thereof as shall permit such Canadian Lender to obtain the same effective rate as if such Canadian Lender had accepted and purchased a Bankers' Acceptance at the same Acceptance Fee and pricing in which the Canadian Administrative Agent would have accepted and purchased on the bid side of the market, such Bankers' Acceptance being held at approximately 1:00 P.M., Toronto, Ontario time, on maturity by such Canadian RT Lender which accepted it and agrees not to claim from such Canadian RT Lender any days of grace for the date such loan is made. The Canadian Borrower hereby agrees that if such loan is made by a Canadian Lender interest shall be payable in advance on the date of such loan by deducting the interest payable in respect thereof from the principal amount of such loan. The Canadian Administrative Agent shall promptly inform the Administrative Agent of the creation payment at maturity of Bankers' Acceptances and the terms thereof. No Canadian Lender shall be responsible for the failure or delay by any other Canadian Lender in its obligation to create Bankers' Acceptances hereunder; provided, however, that the failure of any Canadian Lender to fulfill its Commitment hereunder shall not relieve any other Canadian Lender of its Commitment hereunderAcceptances.

Funding of Bankers’ Acceptances. (ia) Subject If the Agent receives from a Canadian Borrower a Drawdown Notice, Rollover Notice or Conversion Notice requesting a drawdown of, a rollover of or a conversion into Bankers' Acceptances under a particular Credit Facility, the Agent shall notify each of the Canadian Lenders which has made an Individual Commitment under such Credit Facility prior to subsections 11:00 a.m. (iiToronto time) on the second Banking Day prior to the date of such extension of credit of such request and (iii) below, of each Canadian Lender's Pro Rata Share of such extension of credit. The Agent shall also at such time notify the Canadian Borrowers of each Canadian Lender's Pro Rata Share of such extension of credit. Each Canadian Lender shall, not later than 1:00 P.M., Toronto, Ontario 11:00 a.m. (Toronto time, ) on the date of creation each extension of credit by way of Bankers' Acceptance, accept drafts of the Bankers' Acceptances, accept orders of the applicable Canadian Borrower which are presented to it for acceptance in and which have an aggregate face amount equal to each such Canadian Lender's Commitment Percentage Pro Rata Share of the aggregate Face Amounts total extension of credit being made available by way of Bankers' Acceptances created on such date; provided, howeveras advised by the Agent. Each Canadian Lender shall purchase the Bankers' Acceptances which it has accepted for a purchase price equal to the BA Discounted Proceeds therefor. Each Canadian Lender may at any time and from time to time hold, that if sell, rediscount or otherwise dispose of any and all Bankers' Acceptances accepted and purchased by it. (b) The Canadian Borrowers shall provide for payment to the Face Amount accepting Lenders of the face amount of each Bankers' Acceptance at its maturity, either by payment of such amount or through an extension of credit hereunder or through a Banker's Acceptance, which would otherwise be accepted by a combination of both. The Canadian Lender, would not be C$100,000 or a larger multiple thereof, such Face Amount shall be increased or reduced Borrowers hereby waive presentment for payment of Bankers' Acceptances by the Canadian Administrative Agent Lenders and any defence to payment of amounts due to a Lender in its discretion to the nearest multiple respect of C$100,000. Subject to the provisions hereof, a Bankers' Acceptance which might exist by reason of such Bankers' Acceptance being held at maturity by the Canadian Administrative Agent shall be responsible for making all necessary arrangements with each of the Lender which accepted it and agrees not to claim from such Canadian Lenders with respect to any days of grace for the acceptance payment at maturity of Bankers' Acceptances. (iic) Each In the case of a drawdown by way of Bankers' Acceptance, each Canadian Lender shall transfer shall, forthwith after the acceptance of drafts of the applicable Canadian Borrower as aforesaid, make available to the Canadian Administrative Agent for value on such creation date immediately available Canadian Dollars in an aggregate amount equal the BA Proceeds with respect to the BA Discount Proceeds of all Bankers' Acceptances accepted and sold or purchased by it. The Agent shall, upon fulfilment by the Canadian Lender on such date net Borrowers of the applicable Acceptance Fee terms and net of the amount required to pay any of its previously accepted Bankers' Acceptances that are maturing on conditions set forth in Article 12, make such date or its percentage of any Canadian Base Rate Revolving Loan that is being converted to Bankers' Acceptances on such date. (iii) Subject to subsection 3.1, in the sole judgment of a Canadian Lender, if such Canadian Lender is unable to create a Bankers' Acceptance in accordance with this Agreement, such Canadian Lender shall give an irrevocable notice to such effect to the Canadian Administrative Agent and the Canadian Borrower prior to 10:00 A.M., Toronto, Ontario time, on the date of the requested creation of the Bankers' Acceptances. Such Canadian Lender shall make BA Proceeds available to the applicable Canadian Borrower prior to 1:00 P.M., Toronto, Ontario time, one Business Day prior to the date of such requested Bankers' Acceptance a Canadian Dollar loan in a principal amount equal to the BA Discount Proceeds of such Canadian Lender's pro rata share of the aggregate Face Amounts of Bankers' Acceptances to be created on such date, such loan to be funded in the same manner as the Bankers' Acceptances provided by the other Canadian Lenders. Such loan shall have the same term as the Bankers' Acceptance for which it is a substitute and shall bear such interest per annum throughout the term thereof as shall permit such Canadian Lender to obtain the same effective rate as if such Canadian Lender had accepted and purchased a Bankers' Acceptance at the same Acceptance Fee and pricing in which the Canadian Administrative Agent would have accepted and purchased on the bid side of the market, such Bankers' Acceptance at approximately 1:00 P.M., Toronto, Ontario time, on the date such loan is made. The Canadian Borrower hereby agrees that if such loan is made by a Canadian Lender interest shall be payable in advance on the date of such loan extension of credit by deducting crediting the interest payable Designated Account. In the case of a rollover of or conversion into Bankers' Acceptances, each Canadian Lender shall retain the Bankers' Acceptance accepted by it and shall not be required to make any funds available to the Agent for deposit to the Designated Account; however, forthwith after the acceptance of drafts of the applicable Canadian Borrower as aforesaid, the Canadian Borrowers shall pay to the Agent on behalf of such Canadian Lenders an amount equal to the aggregate amount of the acceptance fees in respect thereof from of such Bankers' Acceptances calculated in accordance with Section 7.5 plus the principal amount by which the aggregate face amount of such loanBankers' Acceptances exceeds the aggregate BA Discounted Proceeds with respect thereto. (d) Any Bankers' Acceptance may, at the option of a particular Canadian Borrower, be executed in advance by or on behalf of such Canadian Borrower (as otherwise provided herein), by mechanically reproduced or facsimile signatures of any two officers of such Canadian Borrower who are properly so designated and authorized by such Canadian Borrower from time to time. Any Bankers' Acceptance so executed and delivered by such Canadian Borrower to the Canadian Lenders shall be valid and shall bind such Canadian Borrower and may be dealt with by the Canadian Lenders to all intents and purposes as if the Bankers' Acceptance had been signed in the executing officers' own handwriting. (e) Each Canadian Borrower shall notify the Canadian Lenders as to those officers whose signatures may be reproduced and used to execute Bankers' Acceptances in the manner provided in Section 3.4(d) Bankers' Acceptances with the mechanically reproduced or facsimile signatures of designated officers may be used by the Canadian Lenders and shall continue to be valid, notwithstanding the death, termination of employment or termination of authorization of either or both of such officers or any other circumstance until such time as such Canadian Borrower shall otherwise notify the Canadian Lenders. (f) The Canadian Administrative Agent shall promptly inform Borrowers hereby indemnify and agree to hold harmless the Administrative Agent Canadian Lenders against and from all losses, damages, expenses and other liabilities caused by or attributable to the use of the creation mechanically reproduced or facsimile signature instead of the original signature of an authorized officer of the applicable Canadian Borrower on a Banker's Acceptance prepared, executed, issued and accepted pursuant to this agreement, except to the extent determined by a court of competent jurisdiction to be due to the negligence or wilful misconduct of the Canadian Lenders. (g) Each of the Canadian Lenders agrees that, in respect of the safekeeping of executed depository bills of the Canadian Borrowers which are delivered to it for acceptance hereunder, it shall exercise the same degree of care which it gives to its own property, provided that it shall not be deemed to be an insurer thereof. (h) All Bankers' Acceptances shall be issued in the form of depository bills made payable originally to and deposited with The Canadian Depository for Securities Limited pursuant to the Depository Bills and Notes Act (Canada). (i) In order to facilitate the issuance of Bankers' Acceptances pursuant to this agreement, each Canadian Borrower hereby authorizes each Canadian Lender, and appoints each Canadian Lender as such Canadian Borrower's attorney, to complete, sign and endorse drafts or depository bills (each such executed draft or xxxx being herein referred to as a "BA DRAFT") on its behalf in handwritten form or by facsimile or mechanical signature or otherwise in accordance with the terms thereofapplicable Drawdown Notice, Rollover Notice or Conversion Notice and, once so completed, signed and endorsed to accept them as Bankers' Acceptances under this agreement and then if applicable, purchase, discount or negotiate such Bankers' Acceptances in accordance with the provisions of this agreement. No BA Drafts so completed, signed, endorsed and negotiated on behalf of a Canadian Borrower by such Canadian Lender shall be responsible for the failure bind such Canadian Borrower as fully and effectively as if so performed by an authorized officer of such Canadian Borrower. Each draft of a Bankers' Acceptance completed, signed or delay endorsed by any other a Canadian Lender in its obligation to create Bankers' Acceptances hereunder; provided, however, that shall mature on the failure last day of any Canadian Lender to fulfill its Commitment hereunder shall not relieve any other Canadian Lender of its Commitment hereunderthe term thereof.

Funding of Bankers’ Acceptances. (ia) Subject If the Agent receives from a Canadian Borrower a Drawdown Notice, Rollover Notice or Conversion Notice requesting a drawdown of, a rollover of or a conversion into Bankers’ Acceptances under a particular Credit Facility, the Agent shall notify each of the Canadian Lenders which has made an Individual Commitment under such Credit Facility prior to subsections 11:00 a.m. (iiToronto time) on the second Banking Day prior to the date of such extension of credit of such request and (iii) below, of each Canadian Lender’s Pro Rata Share of such extension of credit. The Agent shall also at such time notify the Canadian Borrowers of each Canadian Lender’s Pro Rata Share of such extension of credit. Each Canadian Lender shall, not later than 1:00 P.M., Toronto, Ontario 11:00 a.m. (Toronto time, ) on the date of creation each extension of credit by way of Bankers’ Acceptance, accept drafts of the Bankers' Acceptances, accept orders of the applicable Canadian Borrower which are presented to it for acceptance in and which have an aggregate face amount equal to each such Canadian Lender's Commitment Percentage ’s Pro Rata Share of the aggregate Face Amounts total extension of credit being made available by way of Bankers' ’ Acceptances created on such date; provided, howeveras advised by the Agent. Each Canadian Lender shall purchase the Bankers’ Acceptances which it has accepted for a purchase price equal to the BA Discounted Proceeds therefor. Each Canadian Lender may at any time and from time to time hold, that if sell, rediscount or otherwise dispose of any and all Bankers’ Acceptances accepted and purchased by it. (b) The Canadian Borrowers shall provide for payment to the Face Amount accepting Lenders of the face amount of each Bankers’ Acceptance at its maturity, either by payment of such amount or through an extension of credit hereunder or through a Banker's Acceptance, which would otherwise be accepted by a combination of both. The Canadian Lender, would not be C$100,000 or a larger multiple thereof, such Face Amount shall be increased or reduced Borrowers hereby waive presentment for payment of Bankers’ Acceptances by the Canadian Administrative Agent Lenders and any defence to payment of amounts due to a Lender in its discretion respect of a Bankers’ Acceptance which might exist by reason of such Bankers’ Acceptance being held at maturity by the Canadian Lender which accepted it and agrees not to claim from such Canadian Lenders any days of grace for the payment at maturity of Bankers’ Acceptances. (c) In the case of a drawdown by way of Bankers’ Acceptance, each Canadian Lender shall, forthwith after the acceptance of drafts of the applicable Canadian Borrower as aforesaid, make available to the nearest multiple of C$100,000. Subject to Agent the provisions hereof, the Canadian Administrative Agent shall be responsible for making all necessary arrangements with each of the Canadian Lenders BA Proceeds with respect to the acceptance of Bankers' Acceptances. (ii) Each Canadian Lender shall transfer to the Canadian Administrative Agent for value on such creation date immediately available Canadian Dollars in an aggregate amount equal to the BA Discount Proceeds of all Bankers' ’ Acceptances accepted and sold or purchased by it. The Agent shall, upon fulfilment by the Canadian Lender on such date net Borrowers of the applicable Acceptance Fee terms and net of the amount required to pay any of its previously accepted Bankers' Acceptances that are maturing on conditions set forth in Article 12, make such date or its percentage of any Canadian Base Rate Revolving Loan that is being converted to Bankers' Acceptances on such date. (iii) Subject to subsection 3.1, in the sole judgment of a Canadian Lender, if such Canadian Lender is unable to create a Bankers' Acceptance in accordance with this Agreement, such Canadian Lender shall give an irrevocable notice to such effect to the Canadian Administrative Agent and the Canadian Borrower prior to 10:00 A.M., Toronto, Ontario time, on the date of the requested creation of the Bankers' Acceptances. Such Canadian Lender shall make BA Proceeds available to the applicable Canadian Borrower prior to 1:00 P.M., Toronto, Ontario time, one Business Day prior to the date of such requested Bankers' Acceptance a Canadian Dollar loan in a principal amount equal to the BA Discount Proceeds of such Canadian Lender's pro rata share of the aggregate Face Amounts of Bankers' Acceptances to be created on such date, such loan to be funded in the same manner as the Bankers' Acceptances provided by the other Canadian Lenders. Such loan shall have the same term as the Bankers' Acceptance for which it is a substitute and shall bear such interest per annum throughout the term thereof as shall permit such Canadian Lender to obtain the same effective rate as if such Canadian Lender had accepted and purchased a Bankers' Acceptance at the same Acceptance Fee and pricing in which the Canadian Administrative Agent would have accepted and purchased on the bid side of the market, such Bankers' Acceptance at approximately 1:00 P.M., Toronto, Ontario time, on the date such loan is made. The Canadian Borrower hereby agrees that if such loan is made by a Canadian Lender interest shall be payable in advance on the date of such loan extension of credit by deducting crediting the interest payable Designated Account. In the case of a rollover of or conversion into Bankers’ Acceptances, each Canadian Lender shall retain the Bankers’ Acceptance accepted by it and shall not be required to make any funds available to the Agent for deposit to the Designated Account; however, forthwith after the acceptance of drafts of the applicable Canadian Borrower as aforesaid, the Canadian Borrowers shall pay to the Agent on behalf of such Canadian Lenders an amount equal to the aggregate amount of the acceptance fees in respect thereof from of such Bankers’ Acceptances calculated in accordance with Section 7.5 plus the principal amount by which the aggregate face amount of such loanBankers’ Acceptances exceeds the aggregate BA Discounted Proceeds with respect thereto. (d) Any Bankers’ Acceptance may, at the option of a particular Canadian Borrower, be executed in advance by or on behalf of such Canadian Borrower (as otherwise provided herein), by mechanically reproduced or facsimile signatures of any two officers of such Canadian Borrower who are properly so designated and authorized by such Canadian Borrower from time to time. The Any Bankers’ Acceptance so executed and delivered by such Canadian Administrative Agent Borrower to the Canadian Lenders shall promptly inform be valid and shall bind such Canadian Borrower and may be dealt with by the Administrative Agent Canadian Lenders to all intents and purposes as if the Bankers’ Acceptance had been signed in the executing officers’ own handwriting. (e) Each Canadian Borrower shall notify the Canadian Lenders as to those officers whose signatures may be reproduced and used to execute Bankers’ Acceptances in the manner provided in Section 3.4(d). Bankers’ Acceptances with the mechanically reproduced or facsimile signatures of designated officers may be used by the Canadian Lenders and shall continue to be valid, notwithstanding the death, termination of employment or termination of authorization of either or both of such officers or any other circumstance until such time as such Canadian Borrower shall otherwise notify the Canadian Lenders. (f) Each of the creation Canadian Borrowers hereby indemnifies and agrees to hold harmless the Canadian Lenders against and from all losses, damages, expenses and other liabilities caused by or attributable to the use of the mechanically reproduced or facsimile signature instead of the original signature of an authorized officer of the applicable Canadian Borrower on a Banker’s Acceptance prepared, executed, issued and accepted pursuant to this agreement, except to the extent determined by a court of competent jurisdiction to be due to the gross negligence or wilful misconduct of the Canadian Lenders. (g) Each of the Canadian Lenders agrees that, in respect of the safekeeping of executed depository bills of the Canadian Borrowers which are delivered to it for acceptance hereunder, it shall exercise the same degree of care which it gives to its own property, provided that it shall not be deemed to be an insurer thereof. (h) All Bankers’ Acceptances shall be issued in the form of depository bills made payable originally to and deposited with CDS Clearing and Depository Services Inc. pursuant to the Depository Bills and Notes Act (Canada). (i) In order to facilitate the issuance of Bankers' ’ Acceptances pursuant to this agreement, each Canadian Borrower hereby authorizes each Canadian Lender, and appoints each Canadian Lender as such Canadian Borrower’s attorney, to complete, sign and endorse drafts or depository bills (each such executed draft or bxxx being herein referred to as a “BA Draft”) on its behalf in handwritten form or by facsimile or mechanical signature or otherwise in accordance with the terms thereofapplicable Drawdown Notice, Rollover Notice or Conversion Notice and, once so completed, signed and endorsed to accept them as Bankers’ Acceptances under this agreement and then if applicable, purchase, discount or negotiate such Bankers’ Acceptances in accordance with the provisions of this agreement. No BA Drafts so completed, signed, endorsed and negotiated on behalf of a Canadian Borrower by such Canadian Lender shall be responsible for the failure bind such Canadian Borrower as fully and effectively as if so performed by an authorized officer of such Canadian Borrower. Each draft of a Bankers’ Acceptance completed, signed or delay endorsed by any other a Canadian Lender in its obligation to create Bankers' Acceptances hereunder; provided, however, that shall mature on the failure last day of any Canadian Lender to fulfill its Commitment hereunder shall not relieve any other Canadian Lender of its Commitment hereunderthe term thereof.