Common use of Acceptance Commitments Clause in Contracts

Acceptance Commitments. (a) Pursuant to the Existing Credit Agreement, the Canadian Lenders (as defined under the Existing Credit Agreement, the "Existing Acceptance Lenders") have created (i) the Acceptances described on Schedule 1.1D (the "Existing Acceptances"), which from and after the Closing Date shall continue to be "Acceptances" hereunder and (ii) the Acceptances described on Schedule 1.1E (the "Specified Acceptances"), which will be repaid in full on the Closing Date . As of the Closing Date, The Toronto-Dominion Bank, as a Canadian Lender, shall have entered into an indemnity agreement with the Existing Acceptance Lenders with respect to amounts to be paid to the Existing Acceptance Lenders in respect of the Existing Acceptances and, as of the Closing Date, The Toronto-Dominion Bank shall be deemed to have created all of the Existing Acceptances. In the event that any Acceptances are outstanding on the date on which any Canadian Lender other than The Toronto-Dominion Bank becomes a party to this Agreement, such Canadian Lender shall enter into an indemnity agreement with The Toronto-Dominion Bank with respect to such Existing Acceptances, in form and substance satisfactory to such Canadian Lender and The Toronto-Dominion Bank. (b) Subject to the terms and conditions hereof, each Canadian Lender severally agrees during the Canadian Facility Commitment Period to convert Canadian Term Loans made by such Canadian Lender to Acceptances in an aggregate face amount not to exceed the aggregate principal amount of such Canadian Term Loans; provided, that no such conversion shall occur if, (i) after giving effect to such conversion and to the repayment of any portion of maturing Acceptances not being so converted, the Total Aggregate Canadian Term Loan Outstandings would exceed the Canadian Facility Maximum Amount at such time or (ii) prior to the maturity of such Acceptances a Canadian Facility Amortization Date will occur and, after giving effect to the reduction in the Canadian Facility Maximum Amount on such date, the Total Aggregate Canadian Term Loan Outstandings will exceed the Canadian Facility Maximum Amount. Notwithstanding the foregoing, during the period prior to completion of the Syndication of the Facilities, the Canadian Borrower will consult with the Canadian Administrative Agent with respect to any request for Acceptances, and during such period no Acceptance will be created having a maturity later than the date on which the syndication of the Facilities is expected to be completed.

Acceptance Commitments. (a) Pursuant to the Existing Credit Agreement, the Canadian Lenders (as defined under the Existing Credit Agreement, the "Existing Acceptance LendersEXISTING ACCEPTANCE LENDERS") have created (i) the Acceptances described on Schedule 1.1D (the "Existing AcceptancesEXISTING ACCEPTANCES"), which from and after the Closing Date shall continue to be "Acceptances" hereunder and (ii) the Acceptances described on Schedule 1.1E (the "Specified AcceptancesSPECIFIED ACCEPTANCES"), which will be repaid in full on the Closing Date Date. As of the Closing Date, The Toronto-Dominion Bank, as a Canadian Lender, shall have entered into an indemnity agreement with the Existing Acceptance Lenders with respect to amounts to be paid to the Existing Acceptance Lenders in respect of the Existing Acceptances and, as of the Closing Date, The Toronto-Dominion Bank shall be deemed to have created all of the Existing Acceptances. In the event that any Acceptances are outstanding on the date on which any Canadian Lender other than The Toronto-Dominion Bank becomes a party to this Agreement, such Canadian Lender shall enter into an indemnity agreement with The Toronto-Dominion Bank with respect to such Existing Acceptances, in form and substance satisfactory to such Canadian Lender and The Toronto-Dominion Bank. (b) Subject to the terms and conditions hereof, each Canadian Lender severally agrees during the Canadian Facility Commitment Period to convert Canadian Term Loans made by such Canadian Lender to Acceptances in an aggregate face amount not to exceed the aggregate principal amount of such Canadian Term Loans; provided, that no such conversion shall occur if, (i) after giving effect to such conversion and to the repayment of any portion of maturing Acceptances not being so converted, the Total Aggregate Canadian Term Loan Outstandings would exceed the Canadian Facility Maximum Amount at such time or (ii) prior to the maturity of such Acceptances a Canadian Facility Amortization Date will occur and, after giving effect to the reduction in the Canadian Facility Maximum Amount on such date, the Total Aggregate Canadian Term Loan Outstandings will exceed the Canadian Facility Maximum Amount. Notwithstanding the foregoing, during the period prior to completion of the Syndication of the Facilities, the Canadian Borrower will consult with the Canadian Administrative Agent with respect to any request for Acceptances, and during such period no Acceptance will be created having a maturity later than the date on which the syndication of the Facilities is expected to be completed.