Common use of Maximum Letter of Credit Outstandings; Final Maturities Clause in Contracts

Maximum Letter of Credit Outstandings; Final Maturities. Notwithstanding anything to the contrary contained in this Agreement, (i) no Canadian Borrower Letter of Credit shall be issued the Stated Amount of which, when added to the sum of the Canadian Borrower Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective Canadian Borrower Letter of Credit) at such time, would exceed U.S. $5,000,000 (the “Maximum Canadian Borrower Letter of Credit Amount”), (ii) no U.S. Borrower Letter of Credit shall be issued the Stated Amount of which, when added to the U.S. Borrower Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective U.S. Borrower Letter of Credit) at such time, would exceed U.S. $25,000,000 (the “Maximum U.S. Borrower Letter of Credit Amount”), (iii) no Canadian Borrower Letter of Credit shall be issued at any time when the Aggregate Canadian Borrower RL Exposure exceeds (or would after giving effect to such issuance exceed) the Total Canadian Borrower Revolving Loan Commitment at such time, (iv) no U.S. Borrower Letter of Credit shall be issued at any time when the Aggregate U.S. RL Exposure exceeds (or would after giving effect to such issuance exceed) the Total U.S. Borrower Revolving Loan Commitment at such time, and (v) each Letter of Credit shall by its terms terminate (x) in the case of standby Letters of Credit, on or before the earlier of (A) the date which occurs 12 months after the date of the issuance thereof (although any such standby Letter of Credit shall be extendible for successive periods of up to 12 months, but, in each case, not beyond the tenth Business Day prior to the Revolving Loan Maturity Date on terms acceptable to the respective Issuing Lender) and (B) ten Business Days prior to the Revolving Loan Maturity Date, and (y) in the case of trade Letters of Credit, on or before the earlier of (A) the date which occurs 180 days after the date of issuance thereof and (B) 30 days prior to the Revolving Loan Maturity Date; provided that Letters of Credit may have termination dates that occur later than ten Business Days prior to the Revolving Loan Maturity Date (in the case of standby Letters of Credit) or 30 Business Days prior to the Revolving Loan Maturity Date (in the case of trade Letters of Credit) to the extent that prior to the issuance any such Letter of Credit, the U.S. Borrower or the Canadian Borrower, as the case may be, shall have (i) deposited cash and/or Cash Equivalents, in an amount equal to at least 102.5% of the Stated Amount of such Letter of Credit, into a cash collateral account established by (and subject to the control of) the Administrative Agent pursuant to written arrangements reasonably satisfactory to the Administrative Agent or (ii) delivered to the Administrative Agent a letter of credit issued for its benefit in a stated amount equal to at least 102.5% of the Stated Amount of such Letter of Credit and having terms and conditions, and issued by an issuer, satisfactory to the Administrative Agent.

Maximum Letter of Credit Outstandings; Final Maturities. Notwithstanding anything to the contrary contained in this Agreement, (i) no Canadian Borrower Letter of Credit shall be issued (or required to be issued) if the Stated Amount of which, when added to the sum of the Canadian Borrower Aggregate Letter of Credit Outstandings Exposure (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective Canadian Borrower Letter of Credit) at such time, time would exceed U.S. $5,000,000 (the “Maximum Canadian Borrower Letter of Credit Amount”)150,000,000, (ii) no U.S. Borrower Letter of Credit shall be issued the Stated Amount of which, when added (or required to the U.S. Borrower Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective U.S. Borrower Letter of Creditbe issued) at such time, would exceed U.S. $25,000,000 (the “Maximum U.S. Borrower Letter of Credit Amount”), (iii) no Canadian Borrower Letter of Credit shall be issued at any time when the Aggregate Canadian Borrower RL Exposure exceeds (or would after giving effect to such issuance exceed) the Total Canadian Borrower Revolving Loan Commitment at such timeCommitment, (iviii) no U.S. Borrower Letter of Credit shall be issued at the request of any Canadian Borrower (or required to be issued at the request of any Canadian Borrower) at any time when the Aggregate U.S. RL Canadian Borrower Exposure exceeds (or would after giving effect to such issuance exceed) $275,000,000, (iv) no Letter of Credit in Canadian Dollars shall be issued (or required to be issued) at any time the Total U.S. Borrower Revolving Loan Commitment at Aggregate Canadian Dollar Denominated Exposure exceeds (or would after giving effect to such timeissuance exceed) $275,000,000, and (v) each Letter of Credit shall by its terms terminate (x) in the case of standby Letters of Credit, on or before the earlier of (A) the date which occurs 12 months after the date of the issuance thereof (although any such standby Letter of Credit shall may be extendible for successive periods of up to 12 months, but, in each case, not beyond the tenth fifth Business Day prior to the 2017 Revolving Loan Maturity Date Date, on terms acceptable to the respective Issuing Lender) and (B) ten five Business Days prior to the Revolving Loan Maturity Date, and (y) in the case of trade Letters of Credit, on or before the earlier of (A) the date which occurs 180 days after the date of issuance thereof and (B) 30 days prior to the 2017 Revolving Loan Maturity Date; provided that Letters that, no Letter of Credit may have termination dates that occur an expiration date occurring later than ten Business Days prior to the 2016 Revolving Loan Maturity Date if on such date of issuance, the aggregate Stated Amount of all Letters of Credit having expiration dates after the 2016 Revolving Loan Maturity Date (in including such newly issued Letter of Credit), when added to the case Aggregate Exposure of standby all 2017 Revolving Lenders (exclusive of Letter of Credit Exposure with respect to such Letters of Credit) or 30 Business Days prior to as of such date, would exceed the Total 2017 Revolving Loan Maturity Date (Commitment then in the case of trade Letters of Credit) to the extent that prior to the issuance any such Letter of Credit, the U.S. Borrower or the Canadian Borrower, as the case may be, shall have (i) deposited cash and/or Cash Equivalents, in an amount equal to at least 102.5% of the Stated Amount of such Letter of Credit, into a cash collateral account established by (and subject to the control of) the Administrative Agent pursuant to written arrangements reasonably satisfactory to the Administrative Agent or (ii) delivered to the Administrative Agent a letter of credit issued for its benefit in a stated amount equal to at least 102.5% of the Stated Amount of such Letter of Credit and having terms and conditions, and issued by an issuer, satisfactory to the Administrative Agenteffect.

Maximum Letter of Credit Outstandings; Final Maturities. Notwithstanding anything to the contrary contained in this Agreement, (i) no Canadian Borrower Letter of Credit shall be issued the Stated Amount of which, when added to the sum of the Canadian Borrower Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective Canadian Borrower Letter of Credit) at such time, would exceed U.S. $5,000,000 (the “Maximum Canadian Borrower Letter of Credit Amount”)5,000,000, (ii) no U.S. Borrower Letter of Credit shall be issued the Stated Amount of which, when added to the U.S. Borrower Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective U.S. Borrower Letter of Credit) at such time, would exceed U.S. $25,000,000 (the “Maximum U.S. Borrower Letter of Credit Amount”)15,000,000, (iii) no Canadian Borrower Letter of Credit shall be issued at any time when the Aggregate Canadian Borrower RL Exposure exceeds (or would after giving effect to such issuance exceed) the Total Canadian Borrower Revolving Loan Commitment at such time, (iv) no U.S. Borrower Letter of Credit shall be issued at any time when the Aggregate U.S. RL Exposure exceeds (or would after giving effect to such issuance exceed) the Total U.S. Borrower Revolving Loan Commitment at such time, and (v) each Letter of Credit shall by its terms terminate (x) in the case of standby Letters of Credit, on or before the earlier of (A) the date which occurs 12 months after the date of the issuance thereof (although any such standby Letter of Credit shall be extendible for successive periods of up to 12 months, but, in each case, not beyond the tenth Business Day prior to the Revolving Loan Maturity Date Date, on terms acceptable to the respective Issuing Lender) and (B) ten Business Days prior to the Revolving Loan Maturity Date, and (y) in the case of trade Letters of Credit, on or before the earlier of (A) the date which occurs 180 days after the date of issuance thereof and (B) 30 days prior to the Revolving Loan Maturity Date; provided that Letters of Credit may have termination dates that occur later than ten Business Days prior to the Revolving Loan Maturity Date (in the case of standby Letters of Credit) or 30 Business Days prior to the Revolving Loan Maturity Date (in the case of trade Letters of Credit) to the extent that prior to the issuance any such Letter of Credit, the U.S. Borrower or the Canadian Borrower, as the case may be, shall have (i) deposited cash and/or Cash Equivalents, in an amount equal to at least 102.5% of the Stated Amount of such Letter of Credit, into a cash collateral account established by (and subject to the control of) the Administrative Agent pursuant to written arrangements reasonably satisfactory to the Administrative Agent or (ii) delivered to the Administrative Agent a letter of credit issued for its benefit in a stated amount equal to at least 102.5% of the Stated Amount of such Letter of Credit and having terms and conditions, and issued by an issuer, satisfactory to the Administrative Agent.