Common use of Canadian Letters of Credit Clause in Contracts

Canadian Letters of Credit. Subject to the terms and conditions of this Agreement, Canadian Issuing Lender may, but shall not be required to, through the Canadian Issuing Office, at any time and from time to time from and after the date hereof until thirty (30) days prior to the Canadian Revolving Credit Maturity Date, upon the written request of the Canadian Borrower accompanied by a duly executed Canadian Letter of Credit Agreement and such other documentation related to the requested Canadian Letter of Credit as the Canadian Issuing Lender may require, issue Canadian Letters of Credit in US Dollars or Canadian Dollars, as elected by Canadian Borrower, for the account of the Canadian Borrowers, in an aggregate amount for all Canadian Letters of Credit issued hereunder at any one time outstanding not to exceed the Canadian Letter of Credit Maximum Amount. Each Canadian Letter of Credit shall be in a minimum face amount of One Hundred Thousand US Dollars (US$100,000), or the Equivalent Amount in Canadian Dollars (or such lesser amount as may be agreed to by Canadian Issuing Lender) and each Canadian Letter of Credit (including any renewal thereof) shall expire not later than the first to occur of (i) twelve (12) months after the date of issuance thereof and (ii) ten (10) Business Days prior to the Canadian Revolving Credit Maturity Date in effect on the date of issuance thereof; provided, however, that the expiry date of a Canadian Letter of Credit may, in Canadian Issuing Lender’s discretion, be up to ninety (90) days later than the tenth Business Day prior to the Canadian Revolving Credit Maturity Date. Canadian Borrower agrees, on or before the tenth Business Day prior to the Canadian Revolving Credit Maturity Date, to deposit cash collateral in the Collateral Account on terms satisfactory to the Canadian Issuing Lender in an amount equal to 105% of the amount available for drawing under all Canadian Letters of Credit expiring after the Canadian Revolving Credit Maturity Date, which cash collateral shall remain in the Collateral Account until (i) all original Canadian Letters of Credit are either fully drawn upon or returned undrawn to the Canadian Issuing Lender, (ii) Canadian Issuing Lender has been reimbursed in full for all drawings on all Canadian Letters of Credit, and (iii) all fees and costs of Canadian Issuing Lender have been paid in full. The submission of all applications in respect of and the issuance of each Canadian Letter of Credit hereunder shall be subject in all respects to such industry rules and governing law as are acceptable to the Canadian Issuing Lender. In the event of any conflict between this Agreement and any Canadian Letter of Credit Document other than any Canadian Letter of Credit, this Agreement shall control.

Canadian Letters of Credit. Subject to Each Issuing Bank agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the other Canadian Prime Rate Lenders set forth in this Agreement, to issue letters of credit (each, a "Canadian Issuing Lender may, but shall not be required to, through Letter of Credit") denominated in Canadian Dollars for the account of any Canadian Issuing Office, at any time Borrower and its Subsidiaries from time to time on any Business Day during the period from and after the date hereof Effective Date until thirty (30) 30 days prior before the Termination Date applicable to the Canadian Revolving Credit Maturity Date, upon the written request of the Canadian Borrower accompanied by a duly executed Canadian Letter of Credit Agreement and such other documentation related to the requested Canadian Letter of Credit as the Canadian Issuing Lender may require, issue Canadian Letters of Credit in US Dollars or Canadian Dollars, as elected by Canadian Borrower, for the account of the Canadian Borrowers, Bank in an aggregate amount Available Amount (i) for all Canadian Letters of Credit issued hereunder at any one time outstanding by each Issuing Bank not to exceed at any time the lesser of (x) the Canadian Letter of Credit Maximum AmountFacility at such time and (y) such Issuing Bank's Canadian Letter of Credit Commitment at such time and (ii) for each such Canadian Letter of Credit not to exceed an amount equal to the Unused Canadian Prime Rate Commitments of the Canadian Prime Rate Lenders at such time. No Canadian Letter of Credit shall have an expiration date (including all rights of the applicable Canadian Borrower or the beneficiary to require renewal) later than the final Termination Date, provided that no Canadian Letter of Credit may expire after the Termination Date of any Non-Consenting Lender if, after giving effect to such Issuance, the aggregate Canadian Prime Rate Commitments of the Consenting Lenders (including any replacement Lenders) for the period following such Termination Date would be less than the Available Amount of the Canadian Letters of Credit expiring after such Termination Date. Within the limits referred to above, the Canadian Borrowers may from time to time request the issuance of Canadian Letters of Credit under this Section 2.01(d). Each letter of credit listed on Part II of Schedule 2.01(c) shall be deemed to constitute a Canadian Letter of Credit issued hereunder, and each Lender that is an issuer of such a Canadian Letter of Credit on the date hereof shall, for purposes of Section 2.04, be deemed to be an Issuing Bank for each such Canadian Letter of Credit, provided that any renewal or replacement of any such Canadian Letter of Credit shall be in a minimum face amount of One Hundred Thousand US Dollars (US$100,000), or the Equivalent Amount in Canadian Dollars (or such lesser amount as may be agreed to issued by Canadian an Issuing Lender) and each Canadian Letter of Credit (including any renewal thereof) shall expire not later than the first to occur of (i) twelve (12) months after the date of issuance thereof and (ii) ten (10) Business Days prior Bank pursuant to the Canadian Revolving Credit Maturity Date in effect on the date terms of issuance thereof; provided, however, that the expiry date of a Canadian Letter of Credit may, in Canadian Issuing Lender’s discretion, be up to ninety (90) days later than the tenth Business Day prior to the Canadian Revolving Credit Maturity Date. Canadian Borrower agrees, on or before the tenth Business Day prior to the Canadian Revolving Credit Maturity Date, to deposit cash collateral in the Collateral Account on terms satisfactory to the Canadian Issuing Lender in an amount equal to 105% of the amount available for drawing under all Canadian Letters of Credit expiring after the Canadian Revolving Credit Maturity Date, which cash collateral shall remain in the Collateral Account until (i) all original Canadian Letters of Credit are either fully drawn upon or returned undrawn to the Canadian Issuing Lender, (ii) Canadian Issuing Lender has been reimbursed in full for all drawings on all Canadian Letters of Credit, and (iii) all fees and costs of Canadian Issuing Lender have been paid in full. The submission of all applications in respect of and the issuance of each Canadian Letter of Credit hereunder shall be subject in all respects to such industry rules and governing law as are acceptable to the Canadian Issuing Lender. In the event of any conflict between this Agreement and any Canadian Letter of Credit Document other than any Canadian Letter of Credit, this Agreement shall controlAgreement.

Canadian Letters of Credit. Subject to the terms and conditions of this Agreement, the Canadian Issuing Lender mayCommitments may be utilized, but shall not be required toupon the request of the Canadian Borrower, through in addition to the Loans provided for by subsection 2.2 hereof, by the issuance by the Canadian Issuing OfficeBank of standby letters of credit (“Canadian Letters of Credit”) for the account of the Canadian Borrower, at any time and provided that in no event shall (i) the aggregate amount of all Letter of Credit Liabilities under the Canadian Commitments, together with the aggregate outstanding principal amount of the C$ Loans, exceed the aggregate amount of the Canadian Commitments as in effect from time to time from and after (ii) the expiration date of any Canadian Letter of Credit extend beyond the earlier of the Commitment Termination Date and the date hereof one year following the issuance of such Canadian Letter of Credit (provided that any Canadian Letter of Credit with a one-year tenor may provide for the renewal thereof for additional one-year periods, which periods shall in any event not extend beyond the Commitment Termination Date). Prior to the issuance of any Canadian Letter of Credit, the Administrative Agent shall have first determined, and advised the relevant Canadian Issuing Bank, that the requested amount of Canadian Letters of Credit shall be available under the Canadian Commitments The following additional provisions shall apply to Canadian Letters of Credit: The Canadian Borrower shall give the Canadian Administrative Agent at least three Business Days’ irrevocable prior notice (effective upon receipt) specifying the Business Day (which shall be no later than 5 days preceding the Commitment Termination Date) on which each Canadian Letter of Credit is to be issued and the account party or parties therefor and describing in reasonable detail the proposed terms of such Canadian Letter of Credit (including the beneficiary thereof) and the nature of the transactions or obligations proposed to be supported thereby. Upon receipt of any such notice, the Canadian Administrative Agent shall determine the amount of Letters of Credit that are available under the Canadian Commitments and advise the Canadian Issuing Bank of the contents thereof. The Canadian Issuing Bank shall notify the Canadian Administrative Agent of the issuance of any Canadian Letter of Credit and of any drawing thereunder or termination or expiry thereof. On each day during the period commencing with the issuance by the Canadian Issuing Bank of any Canadian Letter of Credit and until thirty such Canadian Letter of Credit shall have expired or been terminated, the Canadian Commitment of each Canadian Lender shall be deemed to be utilized for all purposes of this Agreement in an amount equal to such Canadian Lender’s C$ Commitment Percentage of the then undrawn stated amount of such Canadian Letter of Credit. Each Canadian Lender (30other than the Canadian Issuing Bank) days agrees that, upon the issuance of any Canadian Letter of Credit hereunder, it shall automatically acquire a participation in the Canadian Issuing Bank’s rights and obligations under such Canadian Letter of Credit in an amount equal to such Canadian Lender’s C$ Commitment Percentage of such rights and obligations, and each Canadian Lender (other than the Canadian Issuing Bank) thereby shall automatically absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and be unconditionally obligated to the Canadian Issuing Bank to pay and discharge when due, its C$ Commitment Percentage of the Canadian Issuing Bank’s obligation to pay drawings under such Canadian Letter of Credit. Upon receipt from the beneficiary of any Canadian Letter of Credit of any demand for payment under such Canadian Letter of Credit, the Canadian Issuing Bank shall promptly notify the Canadian Borrower (through the Canadian Administrative Agent) of the amount to be paid by the Canadian Issuing Bank as a result of such demand and the date on which payment is to be made by the Canadian Issuing Bank to such beneficiary in respect of such demand. Notwithstanding the identity of the account party of any Canadian Letter of Credit, the Canadian Borrower hereby unconditionally agrees to pay and reimburse the Canadian Administrative Agent for account of the Canadian Issuing Bank for the amount of each demand for payment under such Canadian Letter of Credit that is in substantial compliance with the provisions of such Canadian Letter of Credit at or prior to the date on which payment is to be made by the Canadian Revolving Issuing Bank to the beneficiary thereunder, without presentment, demand, protest or other formalities of any kind. Forthwith upon its receipt of a notice referred to in paragraph (c) of this subsection 2.8, the Canadian Borrower shall advise the Canadian Administrative Agent whether or not the Canadian Borrower intends to borrow by way of C$ Prime Loans hereunder to finance its obligation to reimburse the Canadian Issuing Bank for the amount of the related demand for payment and, if it does, submit a notice of such borrowing as provided in Section 5.05 of the Credit Maturity DateAgreement. Each Canadian Lender shall pay to the Canadian Administrative Agent for account of the Canadian Issuing Bank at the Canadian Administrative Office in Canadian Dollars and in immediately available funds the amount of such Canadian Lender’s C$ Commitment Percentage of any payment under a Canadian Letter of Credit upon notice by the Canadian Issuing Bank (through the Canadian Administrative Agent) to such Canadian Lender requesting such payment and specifying such amount. Each such Canadian Lender’s obligation to make such payment to the Canadian Administrative Agent for account of the Canadian Issuing Bank under this paragraph (e), upon and the written Canadian Issuing Bank’s right to receive the same, shall be absolute and unconditional and shall not be affected by any circumstance whatsoever (other than gross negligence or wilful misconduct of the Canadian Issuing Bank), including, without limitation, the failure of any other Canadian Lender to make its payment under this paragraph (e), the financial condition of the Company or the Canadian Borrower (or any other account party), any failure to satisfy any condition precedent to any Loan, the existence of any Default or the termination of the Commitments. Each such payment to the Canadian Issuing Bank shall be made without any offset, abatement, withholding or reduction whatsoever. If any Canadian Lender shall default in its obligation to make any such payment to the Canadian Administrative Agent for account of the Canadian Issuing Bank, for so long as such default shall continue the Canadian Administrative Agent may at the request of the Canadian Borrower accompanied Issuing Bank withhold from any payments received by the Canadian Administrative Agent under this Agreement for account of such Canadian Lender the amount so in default and, to the extent so withheld, pay the same to the Canadian Issuing Bank in satisfaction of such defaulted obligation. Upon the making of each payment by a duly executed Canadian Lender to the Canadian Issuing Bank pursuant to paragraph (e) above in respect of any Canadian Letter of Credit, such Canadian Lender shall, automatically and without any further action on the part of the Canadian Administrative Agent, the Canadian Issuing Bank or such Canadian Lender, acquire (i) a participation in an amount equal to such payment in the Reimbursement Obligation owing to the Canadian Issuing Bank hereunder and under the Canadian Letter of Credit Agreement Documents relating to such Letter of Credit and (ii) a participation in a percentage equal to such Canadian Lender’s C$ Commitment Percentage in any interest or other documentation related amounts payable by the Canadian Borrower hereunder and under such Letter of Credit Documents in respect of such Reimbursement Obligation (other than the commissions, charges, costs and expenses payable to the Canadian Issuing Bank pursuant to paragraph (g) of this subsection 2.8). Upon receipt by the Canadian Issuing Bank from or for account of the Canadian Borrower of any payment in respect of any Reimbursement Obligation or any such interest or other amount (including by way of setoff or application of proceeds of any collateral security) the Canadian Issuing Bank shall promptly notify the Canadian Administrative Agent of such receipt and pay to the Canadian Administrative Agent for account of each Canadian Lender entitled thereto such Canadian Lender’s C$ Commitment Percentage of such payment, each such payment by the Canadian Issuing Bank to be made in the same money and funds in which received by the Canadian Issuing Bank. In the event any payment received by the Canadian Issuing Bank and so paid to the Canadian Lenders hereunder is rescinded or must otherwise be returned by the Canadian Issuing Bank, each Canadian Lender shall, upon the request of the Canadian Issuing Bank (through the Canadian Administrative Agent), repay to the Canadian Issuing Bank (through the Canadian Administrative Agent) the amount of such payment paid to such Canadian Lender, with interest at the rate specified in paragraph (j) of this subsection 2.8. The Canadian Borrower shall pay to the Canadian Administrative Agent for account of the Canadian Lenders (ratably in accordance with their respective C$ Commitment Percentages) a letter of credit fee in Canadian Dollars in respect of each Canadian Letter of Credit in an amount equal to the Applicable L/C Percentage of the daily average undrawn stated amount of such Canadian Letter of Credit for the period from and including the date of issuance of such Canadian Letter of Credit (i) in the case of a Canadian Letter of Credit that expires in accordance with its terms, to and including such expiration date and (ii) in the case of a Canadian Letter of Credit that is drawn in full or is otherwise terminated other than on the stated expiration date of such Canadian Letter of Credit, to but excluding the date such Canadian Letter of Credit is drawn in full or is terminated (such fee to be non-refundable, to be paid in arrears on each Quarterly Date and on the Commitment Termination Date and on the date of expiry or termination or full utilization of such Canadian Letter of Credit and to be calculated for any day after giving effect to any payments made under such Canadian Letter of Credit on such day). In addition, the Canadian Borrower shall pay to the Canadian Issuing Bank a fronting fee in Canadian Dollars in respect of each Canadian Letter of Credit in an amount equal to a percentage per annum to be agreed upon of the daily average undrawn stated amount of such Canadian Letter of Credit for the period from and including the date of issuance of such Canadian Letter of Credit (i) in the case of a Canadian Letter of Credit that expires in accordance with its terms, to and including such expiration date and (ii) in the case of a Canadian Letter of Credit that is drawn in full or is otherwise terminated other than on the stated expiration date of such Canadian Letter of Credit, to but excluding the date such Canadian Letter of Credit is drawn in full or is terminated (such fee to be non-refundable, to be paid in arrears on each Quarterly Date and on the Commitment Termination Date and to be calculated for any day after giving effect to any payments made under such Canadian Letter of Credit on such day) plus all commissions, charges, costs and expenses in the amounts customarily charged by the Canadian Issuing Bank from time to time in like circumstances with respect to the issuance of each Canadian Letter of Credit and drawings and other transactions relating thereto. Promptly following the end of each calendar month, the Canadian Issuing Bank shall deliver (through the Canadian Administrative Agent) to each Canadian Lender and the Canadian Borrower a notice describing the aggregate amount of all Canadian Letters of Credit outstanding at the end of such month. Upon the request of any Canadian Lender from time to time, the Canadian Issuing Bank shall deliver any other information reasonably requested by such Canadian Lender with respect to each Canadian Letter of Credit then outstanding. The issuance by the Canadian Issuing Bank of each Canadian Letter of Credit shall, in addition to the conditions precedent set forth in Section 7 of the Credit Agreement, be subject to the conditions precedent that (i) such Canadian Letter of Credit shall be in such form, contain such terms and support such transactions as shall be satisfactory to the Canadian Issuing Bank consistent with its then current practices and procedures with respect to letters of credit of the same type, (ii) such Canadian Letter of Credit shall be denominated in Canadian Dollars and (iii) the Canadian Borrower shall have executed and delivered such applications, agreements and other instruments relating to such Canadian Letter of Credit as the Canadian Issuing Lender may require, issue Canadian Letters Bank shall have reasonably requested consistent with its then current practices and procedures with respect to letters of Credit in US Dollars or Canadian Dollars, as elected by Canadian Borrower, for the account credit of the same type, provided that in the event of any conflict between any such application, agreement or other instrument and the provisions of this Agreement or any Security Document, the provisions of this Agreement and the Security Documents shall control. To the extent that any Canadian Borrowers, in an aggregate Lender shall fail to pay any amount for all Canadian Letters required to be paid pursuant to paragraph (e) or (f) of Credit issued hereunder at any one time outstanding not to exceed the Canadian Letter of Credit Maximum Amount. Each Canadian Letter of Credit shall be in a minimum face amount of One Hundred Thousand US Dollars (US$100,000), or the Equivalent Amount in Canadian Dollars (or such lesser amount as may be agreed to by Canadian Issuing Lender) and each Canadian Letter of Credit (including any renewal thereof) shall expire not later than the first to occur of (i) twelve (12) months after the date of issuance thereof and (ii) ten (10) Business Days prior to the Canadian Revolving Credit Maturity Date in effect this subsection 2.8 on the due date of issuance thereof; providedtherefor, however, that the expiry date of a such Canadian Letter of Credit may, in Canadian Issuing Lender’s discretion, be up to ninety (90) days later than the tenth Business Day prior to the Canadian Revolving Credit Maturity Date. Canadian Borrower agrees, on or before the tenth Business Day prior to the Canadian Revolving Credit Maturity Date, to deposit cash collateral in the Collateral Account on terms satisfactory Lender shall pay interest to the Canadian Issuing Lender in an amount equal to 105% of the amount available for drawing under all Canadian Letters of Credit expiring after Bank (through the Canadian Revolving Credit Maturity DateAdministrative Agent) on such amount from and including such due date to but excluding the date such payment is made at the rate determined by the Canadian Administrative Agent in its discretion as the appropriate rate for interbank settlements, which cash collateral provided that if such Canadian Lender shall remain in the Collateral Account until (i) all original Canadian Letters of Credit are either fully drawn upon or returned undrawn fail to make such payment to the Canadian Issuing LenderBank within three Business Days of such due date, (ii) then, retroactively to the due date, such Canadian Lender shall be obligated to pay interest on such amount at the rate then payable by the Canadian Borrower on such amount. The issuance by the Canadian Issuing Lender has been reimbursed in full for all drawings on all Canadian Letters Bank of Credit, and (iii) all fees and costs of Canadian Issuing Lender have been paid in full. The submission of all applications in respect of and the issuance of each any modification or supplement to any Canadian Letter of Credit hereunder shall be subject in all respects to such industry rules and governing law the same conditions as are acceptable applicable under this subsection 2.8 to the issuance of new Canadian Letters of Credit, and no such modification or supplement shall be issued hereunder unless either (i) the respective Canadian Letter of Credit affected thereby would have complied with such conditions had it originally been issued hereunder in such modified or supplemented form or (ii) each Canadian Lender shall have consented thereto. The Parent and the Canadian Borrower hereby jointly and severally indemnify and hold harmless each Canadian Lender (including the Canadian Issuing Lender. In Bank and the event Canadian Administrative Agent) from and against any and all claims and damages, losses, liabilities, costs or expenses that such Canadian Lender or the Canadian Administrative Agent may incur (or that may be claimed against such Canadian Lender or the Canadian Administrative Agent by any Person whatsoever) by reason of or in connection with the execution and delivery or transfer of or payment or refusal to pay by the Canadian Issuing Bank under any conflict between this Agreement Canadian Letter of Credit; provided that the Parent and the Canadian Borrower shall not be required to indemnify any Canadian Lender or the Canadian Administrative Agent for any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by (x) the willful misconduct or gross negligence of the Canadian Issuing Bank in determining whether a request presented under any Canadian Letter of Credit Document other than complied with the terms of such Canadian Letter of Credit or (y) in the case of the Canadian Issuing Bank, its failure to pay under any Canadian Letter of Credit after the presentation to it of a request strictly complying with the terms and conditions of such Canadian Letter of Credit. Nothing in this subsection 2.8 is intended to limit the other obligations of the Parent, Canadian Borrower, any Canadian Lender or the Canadian Administrative Agent under this Agreement shall controlAgreement.

Canadian Letters of Credit. Subject As of the Effective Date, each Existing Letter of Credit issued for the account of a Canadian Borrower under the Existing Credit Agreement will be deemed to have been issued hereunder by the applicable Canadian Issuing Bank and continued for the account of such Canadian Borrower under this Agreement. Each Canadian Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Canadian Affiliate that is a commercial bank to issue on its behalf) letters of this Agreementcredit (including any such letters of credit deemed to be issued hereunder, the "CANADIAN LETTERS OF CREDIT") in Canadian Issuing Lender may, but shall not be required to, through Dollars for the account of a Canadian Issuing Office, at any time and Borrower from time to time on any Canadian Business Day during the period from and after the date hereof Effective Date until thirty (30) 30 days prior to before the Canadian Termination Date in respect of the Revolving Credit Maturity Date, upon the written request of the Canadian Borrower accompanied by a duly executed Canadian Letter of Credit Agreement and such other documentation related to the requested Canadian Letter of Credit as the Canadian Issuing Lender may require, issue Canadian Letters of Credit in US Dollars or Canadian Dollars, as elected by Canadian Borrower, for the account of the Canadian Borrowers, Facility in an aggregate amount outstanding Available Amount (A) for all Canadian Letters of Credit issued hereunder at any one time outstanding (or deemed to have been issued) by such Canadian Issuing Bank not to exceed at any time the lesser of (x) the Canadian Letter of Credit Maximum Amount. Each Facility at such time and (y) such Canadian Issuing Bank's Canadian Letter of Credit shall be in a minimum face amount of One Hundred Thousand US Dollars Commitment at such time and (US$100,000), or the Equivalent Amount in Canadian Dollars (or B) for each such lesser amount as may be agreed to by Canadian Issuing Lender) and each Canadian Letter of Credit (including any renewal thereof) shall expire not later than to exceed the first to occur of (i) twelve (12) months after the date of issuance thereof and (ii) ten (10) Business Days prior to the Canadian Unused Revolving Credit Maturity Date in effect on Commitments of the date of issuance thereofUS Revolving Credit Lenders at such time; provided, however, that in no event shall the expiry date aggregate outstanding Available Amount for all Canadian Letters of Credit exceed the Canadian Equivalent of US$20,000,000; provided, further that after giving effect to any issuance of a Canadian Letter of Credit mayCredit, the sum of (without duplication) (x) the Equivalent in Canadian Issuing Lender’s discretion, be up to ninety (90) days later than US Dollars on such date of the tenth Business Day prior to the aggregate principal amount outstanding on such date of Canadian Revolving Credit Maturity Date. Canadian Borrower agreesAdvances, (y) the Equivalent in US Dollars on or before the tenth Business Day prior to the Canadian Revolving Credit Maturity Date, to deposit cash collateral in the Collateral Account on terms satisfactory to the Canadian Issuing Lender in an amount equal to 105% such date of the amount available for drawing under aggregate Available Amount of all outstanding Canadian Letters of Credit expiring after and (z) the Face Amount of all outstanding Bankers' Acceptances and Notional Bankers' Acceptances shall not exceed U.S.$50,000,000. Within the limits of the Canadian Revolving Letter of Credit Maturity DateFacility, which cash collateral shall remain in and subject to the Collateral Account until (i) all original limits referred to above, the applicable Canadian Borrower may request the issuance of Canadian Letters of Credit are either fully drawn upon or returned undrawn under this Section 2.01(f)(ii), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(e) and request the Canadian Issuing Lender, (ii) Canadian Issuing Lender has been reimbursed in full for all drawings on all issuance of additional Canadian Letters of Credit, and (iii) all fees and costs of Canadian Issuing Lender have been paid in full. The submission of all applications in respect of and the issuance of each Canadian Letter of Credit hereunder shall be subject in all respects to such industry rules and governing law as are acceptable to the Canadian Issuing Lender. In the event of any conflict between under this Agreement and any Canadian Letter of Credit Document other than any Canadian Letter of Credit, this Agreement shall controlSection 2.01(f)(ii).

Canadian Letters of Credit. Subject to Each Issuing Bank agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the other Canadian Prime Rate Lenders set forth in this Agreement, Canadian Issuing Lender mayto issue letters of credit (each, but shall not be required to, through the Canadian Issuing Office, at any time and from time to time from and after the date hereof until thirty (30) days prior to the Canadian Revolving Credit Maturity Date, upon the written request of the Canadian Borrower accompanied by a duly executed “Canadian Letter of Credit Agreement and such other documentation related to the requested Credit”) denominated in Canadian Letter of Credit as the Canadian Issuing Lender may require, issue Canadian Letters of Credit in US Dollars or Canadian Dollars, as elected by Canadian Borrower, for the account of the Canadian Borrowers, Borrower and its Subsidiaries from time to time on any Business Day during the period from the Effective Date until 30 days before the Termination Date applicable to such Issuing Bank in an aggregate amount Available Amount (i) for all Canadian Letters of Credit issued hereunder at any one time outstanding by each Issuing Bank not to exceed at any time the lesser of (x) the Canadian Letter of Credit Maximum AmountFacility at such time and (y) such Issuing Bank’s Canadian Letter of Credit Commitment at such time and (ii) for each such Canadian Letter of Credit not to exceed an amount equal to the Unused Canadian Prime Rate Commitments of the Canadian Prime Rate Lenders at such time. No Canadian Letter of Credit shall have an expiration date (including all rights of the Canadian Borrower or the beneficiary to require renewal) later than the final Termination Date, provided that no Canadian Letter of Credit may expire after the Termination Date of any Non-Consenting Lender if, after giving effect to such Issuance, the aggregate Canadian Prime Rate Commitments of the Consenting Lenders (including any replacement Lenders) for the period following such Termination Date would be less than the Available Amount of the Canadian Letters of Credit expiring after such Termination Date. Within the limits referred to above, the Canadian Borrower may from time to time request the issuance of Canadian Letters of Credit under this Section 2.01(d). Each letter of credit listed on Part II of Schedule 2.01(c) shall be deemed to constitute a Canadian Letter of Credit issued hereunder, and each Lender that is an issuer of such a Canadian Letter of Credit on the date hereof shall, for purposes of Section 2.04, be deemed to be an Issuing Bank for each such Canadian Letter of Credit, provided that any renewal or replacement of any such Canadian Letter of Credit shall be in a minimum face amount of One Hundred Thousand US Dollars (US$100,000), or the Equivalent Amount in Canadian Dollars (or such lesser amount as may be agreed to issued by Canadian an Issuing Lender) and each Canadian Letter of Credit (including any renewal thereof) shall expire not later than the first to occur of (i) twelve (12) months after the date of issuance thereof and (ii) ten (10) Business Days prior Bank pursuant to the Canadian Revolving Credit Maturity Date in effect on the date terms of issuance thereof; provided, however, that the expiry date of a Canadian Letter of Credit may, in Canadian Issuing Lender’s discretion, be up to ninety (90) days later than the tenth Business Day prior to the Canadian Revolving Credit Maturity Date. Canadian Borrower agrees, on or before the tenth Business Day prior to the Canadian Revolving Credit Maturity Date, to deposit cash collateral in the Collateral Account on terms satisfactory to the Canadian Issuing Lender in an amount equal to 105% of the amount available for drawing under all Canadian Letters of Credit expiring after the Canadian Revolving Credit Maturity Date, which cash collateral shall remain in the Collateral Account until (i) all original Canadian Letters of Credit are either fully drawn upon or returned undrawn to the Canadian Issuing Lender, (ii) Canadian Issuing Lender has been reimbursed in full for all drawings on all Canadian Letters of Credit, and (iii) all fees and costs of Canadian Issuing Lender have been paid in full. The submission of all applications in respect of and the issuance of each Canadian Letter of Credit hereunder shall be subject in all respects to such industry rules and governing law as are acceptable to the Canadian Issuing Lender. In the event of any conflict between this Agreement and any Canadian Letter of Credit Document other than any Canadian Letter of Credit, this Agreement shall controlAgreement.