Common use of Acceptance and Purchase Clause in Contracts

Acceptance and Purchase. Subject to the terms and conditions hereof, each Canadian Bank severally agrees to accept and purchase Bankers’ Acceptances drawn upon it by the Canadian Borrowers denominated in Canadian Dollars. The Canadian Borrowers shall notify the Canadian Agent by irrevocable written notice (each a “Bankers’ Acceptance Notice”) by 11:00 a.m. (Toronto time) within one (1) Canadian Business Day of the date of any borrowing by way of Bankers’ Acceptances. Each borrowing by way of Bankers’ Acceptances shall be in a minimum aggregate face amount of C$3,000,000 or an integral multiple of C$100,000 thereof. The face amount of each Bankers’ Acceptance shall be C$100,000 or any integral multiple thereof. Each Bankers’ Acceptance Notice shall be in the form of Exhibit F. In no event shall (i) the Dollar Equivalent of the aggregate face amount of all outstanding Bankers’ Acceptances exceed the remainder of (A) the Total Canadian Commitment minus (B) the sum of (1) the Outstanding Amount of all Canadian Loans denominated in U.S. Dollars, plus (2) the Outstanding Amount of all Canadian Loans denominated in Canadian Dollars, (ii) the sum of (A) the Outstanding Amount of the Canadian Loans denominated in Dollars owed to a Canadian Bank, plus (B) the Outstanding Amount of the Canadian Loans denominated in Canadian Dollars owed to such Canadian Bank, plus (C) the Outstanding Amount of Bankers’ Acceptances purchased by such Canadian Bank, plus (D) the aggregate amount of such Canadian Bank’s participation in Canadian Swing Line Loans, at any time and after giving effect to all amounts requested, exceed such Canadian Bank’s Canadian Commitment, and (iii) the Total Outstandings, at any time and after giving effect to all amounts requested, exceed the Total Commitment.

Acceptance and Purchase. Subject to the terms and conditions hereof, each Canadian Bank Lender severally agrees to the extent of its respective Pro Rata Share of the Revolving Credit Commitments to accept and purchase Bankers’ Canadian Bankers Acceptances drawn upon it by the Canadian Borrowers Borrower denominated in Canadian Dollars. The Canadian Borrowers Borrower shall notify the Canadian Agent by irrevocable written notice (hereinafter each referred to as a “Bankers’ "Canadian Bankers Acceptance Notice”") by 11:00 10:00 a.m. (Toronto Toronto, Ontario time) within one two (12) Canadian Business Day of Days prior to the date of any borrowing Borrowing (including a conversion into or continuation/rollover of) by way of Bankers’ Canadian Bankers Acceptances. Each borrowing Borrowing by way of Bankers’ Canadian Bankers Acceptances shall be in a minimum aggregate face amount of C$3,000,000 or an 500,000.00 and integral multiple multiples of C$100,000 thereof. The face amount of each Bankers’ Acceptance shall be C$100,000 or any integral multiple 100,000.00 in excess thereof. Each Bankers’ Canadian Bankers Acceptance Notice shall be in the form of Exhibit F. "D", attached hereto and made a part hereof. In no event shall (i) the Dollar Equivalent of the aggregate face amount (without discount) of all outstanding Bankers’ Canadian Bankers Acceptances exceed the remainder of (A) the Total Maximum Canadian Commitment Exposure minus (B) the sum of (1) the Outstanding Amount outstanding principal amount of all Canadian Loans denominated (expressed in U.S. Dollarsits Dollar Equivalent thereof), plus (2) the Outstanding Amount of all Canadian Loans denominated in Canadian Dollars, (ii) the sum of (A) the Outstanding Amount of the Canadian Loans denominated Letter of Credit Obligations (expressed in Dollars owed to a Canadian Bank, plus (B) the Outstanding Amount of the Canadian Loans denominated in Canadian Dollars owed to such Canadian Bank, plus (C) the Outstanding Amount of Bankers’ Acceptances purchased by such Canadian Bank, plus (D) the aggregate amount of such Canadian Bank’s participation in Canadian Swing Line Loans, at any time and after giving effect to all amounts requested, exceed such Canadian Bank’s Canadian Commitment, and (iii) the Total Outstandings, at any time and after giving effect to all amounts requested, exceed the Total Commitmentits Dollar Equivalent thereof).