Common use of Commitment for Letters of Credit Clause in Contracts

Commitment for Letters of Credit. Subject to the terms and conditions set forth in this Agreement and in reliance upon the agreements of the other Lenders set forth in this Section, (x) the US Issuing Lender agrees to, from time to time on any Business Day during the period from the Effective Date until the Business Day immediately preceding the Maturity Date, issue, increase or extend the expiration date of US Letters of Credit denominated in Dollars or Canadian Dollars for the account of the US Borrower or a US Guarantor; and (y) the Canadian Issuing Lender agrees to, from time to time on any Business Day during the period from the Effective Date until the Business Day immediately preceding the Maturity Date, issue, increase or extend the expiration date of Canadian Letters of Credit denominated in Canadian Dollars for the account of the Canadian Borrower or a Guarantor; provided that, in any event, no Letter of Credit will be issued, increased, or extended: (i) if such issuance, increase, or extension would cause the Dollar Equivalent of the US Letter of Credit Exposure to exceed the lesser of (A) the US Letter of Credit Maximum Amount and (B) an amount equal to (1) the aggregate US Commitments in effect at such time minus (2) the aggregate outstanding amount of US Advances minus (3) the aggregate outstanding amount of Swingline Advances; (ii) if such issuance, increase, or extension would cause the Dollar Equivalent of the Canadian Letter of Credit Exposure to exceed the lesser of (A) the Dollar Equivalent of the Canadian Letter of Credit Maximum Amount and (B) an amount equal to (1) the aggregate Canadian Commitments in effect at such time minus (2) the Dollar Equivalent of the aggregate outstanding Canadian Advances; (iii) unless such Letter of Credit has an expiration date not later than the earlier of (A) one year after the issuance or extension and (B) the Letter of Credit Termination Date; provided that, (1) if Commitments are terminated in whole pursuant to Section 2.1(d), the Applicable Borrower shall either (A) deposit into the applicable Cash Collateral Account cash in an amount equal to 103% of the Dollar Equivalent of the applicable Letter of Credit Exposure for the Letters of Credit which have an expiry date beyond such termination date or (B) provide a replacement letter of credit (or other security) reasonably acceptable to the Applicable Administrative Agent and the Applicable Issuing Lender in an amount equal to 103% of the Dollar Equivalent of such Letter of Credit Exposure and (2) any such Letter of Credit with a one-year tenor (or shorter tenor) may expressly provide for an automatic extension of additional periods up to one additional year so long as such Letter of Credit expressly allows the Applicable Issuing Lender, at its sole discretion, to elect not to provide such extension; provided that, in any event, such automatic extension may not result in an expiration date that occurs after the Letter of Credit Termination Date; (iv) unless such Letter of Credit is (A) a standby letter of credit, or (B) with the consent of the Applicable Issuing Lender, a commercial letter of credit; (v) unless such Letter of Credit is in form and substance acceptable to the Applicable Issuing Lender in its sole discretion; (vi) unless the Applicable Borrower has delivered to the Applicable Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control; (vii) unless such Letter of Credit is governed by (A) the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, or (B) the ISP, in either case, including any subsequent revisions thereof approved by a Congress of the International Chamber of Commerce; (viii) if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Applicable Issuing Lender from issuing, increasing or extending such Letter of Credit, or any Legal Requirement applicable to the Applicable Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Applicable Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance, increase or extension of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Lender is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (ix) if the issuance, increase or extension of such Letter of Credit would violate one or more policies of such Issuing Lender that are generally applicable to letters of credit; (x) if such Letter of Credit supports the obligations of any Person in respect of (A) a lease of real property, or (B) an employment contract if the Applicable Issuing Lender reasonably determines that the Applicable Borrower’s obligation to reimburse any draws under such Letter of Credit may be limited; or (xi) any Lender is at such time a Defaulting Lender or a Potential Defaulting Lender hereunder, unless the Applicable Issuing Lender has entered into satisfactory arrangements with the Applicable Borrower or such Lender to eliminate such Issuing Lender’s Fronting Exposure with respect to such Lender.

Commitment for Letters of Credit. Subject to the terms and conditions set forth in this Agreement and in reliance upon the agreements of the other Lenders set forth in this Section, (xi) the US Issuing Lender agrees to, from time to time on any Business Day during the period from the Effective Date until the Business Day immediately preceding the Maturity Date, issue, increase or extend the expiration date of of, US Letters of Credit denominated in Dollars or Canadian Dollars the Designated Currency for the account of the US Borrower or a US Guarantor; and (yii) the Canadian Issuing Lender agrees to, from time to time on any Business Day during the period from the Effective Date until the Business Day immediately preceding the Maturity Date, issue, increase or extend the expiration date of of, Canadian Letters of Credit denominated in Canadian Dollars a Designated Currency for the account of the Canadian Borrower or a Guarantor; provided that, in any event, no Letter of Credit will be issued, increased, or extended: (i) if such issuance, increase, or extension would cause the Dollar Equivalent of the US Letter of Credit Exposure to exceed the lesser of (A) the US Letter of Credit Maximum Amount and (B) an amount equal to (1) the aggregate US Commitments in effect at such time minus (2) the aggregate outstanding amount of US Advances minus (3) the aggregate outstanding amount of Swingline Advances;Outstandings. (ii) if such issuance, increase, or extension would cause the Dollar Equivalent of the Canadian Letter of Credit Exposure to exceed the lesser of (A) the Dollar Equivalent of the Canadian Letter of Credit Maximum Amount and (B) an amount equal to (1) the aggregate Canadian Commitments in effect at such time minus (2) the Dollar Equivalent of the aggregate outstanding Canadian AdvancesOutstandings; (iii) unless such Letter of Credit has an expiration date not later than 30 days prior to the earlier of (A) one year after the issuance or extension and (B) the Letter of Credit Termination Maturity Date; provided that, (1A) if the US Commitments are terminated in whole pursuant to Section 2.1(d2.1(c)(i), any US Letter of Credit may have an expiration date after the Applicable then resulting Maturity Date if (1) the US Borrower shall either (A) deposit into the applicable US Cash Collateral Account cash in an amount equal to 103% of the Dollar Equivalent of the applicable US Letter of Credit Exposure for the Letters of Credit which have an expiry date beyond such termination date or (B2) the US Borrower shall provide a replacement letter of credit (or other security) reasonably acceptable to the Applicable US Administrative Agent Agent, US Issuing Lender and the Applicable Issuing Lender US Lenders in an amount equal to 103% of the Dollar Equivalent US Letter of such Credit Exposure; and (B) if the Canadian Commitments are terminated in whole pursuant to Section 2.1(c)(ii), any Canadian Letter of Credit may have an expiration date after the then resulting Maturity Date if (1) the Canadian Borrower shall deposit into the Canadian Cash Collateral Account cash in an amount equal to 103% of the Canadian Letter of Credit Exposure and or (2) any such the Canadian Borrower shall provide a replacement letter of credit (or other security) reasonably acceptable to the Canadian Administrative Agent, Canadian Issuing Lender and the Canadian Lenders in an amount equal to 103% of the Canadian Letter of Credit with a one-year tenor (or shorter tenor) may expressly provide for an automatic extension of additional periods up to one additional year so long as such Letter of Credit expressly allows the Applicable Issuing Lender, at its sole discretion, to elect not to provide such extension; provided that, in any event, such automatic extension may not result in an expiration date that occurs after the Letter of Credit Termination DateExposure; (iv) unless such Letter of Credit is (A) a standby letter of credit, or (B) with the consent of the Applicable Issuing Lender, a commercial letter of credit; (v) unless such Letter of Credit is in form and substance acceptable to the Applicable Issuing Lender in its sole discretion; (vi) unless the Applicable Borrower has delivered to the Applicable Issuing Lender a completed and executed applicable Letter of Credit Application; provided that, if the terms of any Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control; (vii) unless such Letter of Credit is governed by (A) the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, or (B) the ISP, in either case, including any subsequent revisions thereof approved by a Congress of the International Chamber of Commerce; (viii) if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Applicable Issuing Lender from issuing, increasing or extending such Letter of Credit, or any Legal Requirement applicable to the Applicable Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Applicable Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance, increase or extension of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Lender is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (ix) if the issuance, increase or extension of such Letter of Credit would violate one or more policies of such Issuing Lender that are generally applicable to letters of credit; (x) if such Letter of Credit supports the obligations of any Person in respect of (A) a lease of real property, or (B) an employment contract if the Applicable Issuing Lender reasonably determines that the Applicable Borrower’s obligation to reimburse any draws under such Letter of Credit may be limited; or (xi) if any Lender is at such time a Defaulting Lender or a Potential Defaulting Lender hereunder, unless the Applicable Issuing Lender has entered into satisfactory arrangements with the Applicable Borrower or such Lender to eliminate such Issuing Lender’s Fronting Exposure with respect to such Lender.