Common use of Canadian Letters of Credit Clause in Contracts

Canadian Letters of Credit. (i) Subject to the terms and conditions of this Agreement, upon the request of a Canadian Borrower made in accordance herewith, the Canadian Issuing Lender agrees to issue, or cause a Canadian Underlying Issuer (including as Canadian Issuing Lender’s agent) to issue, a requested Canadian Letter of Credit. If Canadian Issuing Lender, at its option, elects to cause a Canadian Underlying Issuer to issue a requested Canadian Letter of Credit, then Canadian Issuing Lender agrees that it will enter into arrangements relative to the reimbursement of such Canadian Underlying Issuer (which may include, among, other means, by becoming an applicant with respect to such Letter of Credit or entering into undertakings which provide for reimbursements of such Canadian Underlying Issuer with respect to such Canadian Letter of Credit; each such obligation or undertaking, irrespective of whether in writing, a “Canadian Reimbursement Undertaking”) with respect to Canadian Letters of Credit issued by such Canadian Underlying Issuer. By submitting a request to Canadian Issuing Lender for the issuance of a Canadian Letter of Credit, such Canadian Borrower shall be deemed to have requested that Canadian Issuing Lender issue or that a Canadian Underlying Issuer issue the requested Canadian Letter of Credit and to have requested Canadian Issuing Lender to issue a Reimbursement Undertaking with respect to such requested Letter of Credit if it is to be issued by a Canadian Underlying Issuer (it being expressly acknowledged and agreed by Borrowers that Borrowers are and shall be deemed to be applicants (within the meaning of Section 5-102(a)(2) of the Code) with respect to each Canadian Underlying Letter of Credit). Each request for the issuance of a Canadian Letter of Credit, or the amendment, renewal, or extension of any outstanding Canadian Letter of Credit, shall be made in writing by an Authorized Person of such Canadian Borrower and delivered to the Canadian Issuing Lender via hand delivery, telefacsimile, or other electronic method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance reasonably satisfactory to the Canadian Issuing Lender and shall specify (A) the amount of such Canadian Letter of Credit, (B) the date of issuance, amendment, renewal, or extension of such Canadian Letter of Credit, (C) the proposed expiration date of such Canadian Letter of Credit, (D) the name and address of the beneficiary of the Canadian Letter of Credit, and (E) such other information (including, the conditions of drawing, and, in the case of an amendment, renewal, or extension, identification of the Canadian Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such Canadian Letter of Credit. Each Canadian Letter of Credit may be in US Dollars or Canadian Dollars, as requested by a Canadian Borrower. Anything contained herein to the contrary notwithstanding, the Canadian Issuing Lender may, but shall not be obligated to, issue or cause the issuance of a Canadian Letter of Credit or to issue a Canadian Reimbursement Undertaking in respect of a Canadian Underlying Letter of Credit, in either case, that supports the obligations of such Canadian Borrower or its Subsidiaries (1) in respect of (x) a lease of real property, or (y) an employment contract, or (2) at any time that one or more of the Lenders is a Defaulting Lender. The Canadian Issuing Lender shall have no obligation to issue a Canadian Letter of Credit or a Canadian Reimbursement Undertaking if any of the following would result after giving effect to the requested issuance:

Canadian Letters of Credit. (ia) Subject to In the terms event that on the CAM Exchange Date any Canadian Letter of Credit shall be outstanding and conditions undrawn in whole or in part, or any amount drawn under a Canadian Letter of this Agreement, upon Credit shall not have been reimbursed by a Canadian Borrower or with the request proceeds of a Canadian Borrower made Revolving Loan, each Canadian Lender shall promptly pay over to Administrative Agent, in accordance herewithimmediately available funds in Canadian Dollars, the an amount equal to such Canadian Issuing Lender agrees to issue, or cause a Canadian Underlying Issuer (including as Canadian Issuing Lender’s agentRevolver Percentage of such undrawn face amount or (to the extent it has not already done so) such unreimbursed drawing, as the case may be, together with interest thereon from the CAM Exchange Date to issuethe date on which such amount shall be paid to Administrative Agent at the rate that would be applicable at the time to a Base Rate Loan, in a principal amount equal to such amount. Administrative Agent shall establish a separate interest bearing account or accounts for each Canadian Lender (each, a requested “Canadian Letter of Credit. If Canadian Issuing Lender, at its option, elects to cause a Canadian Underlying Issuer to issue a requested Canadian Letter of Credit, then Canadian Issuing Lender agrees that it will enter into arrangements relative to LC Reserve Account”) for the reimbursement of such Canadian Underlying Issuer (which may include, among, other means, by becoming an applicant amounts received with respect to such Letter of Credit or entering into undertakings which provide for reimbursements of such Canadian Underlying Issuer with respect to each such Canadian Letter of Credit; Credit pursuant to the preceding sentence. Administrative Agent shall deposit in each Lender’s Canadian LC Reserve Account such obligation or undertakingLender’s CAM Percentage of the amounts received from the Canadian Lenders as provided above. Administrative Agent shall have sole dominion and control over each Canadian LC Reserve Account, irrespective of whether and the amounts deposited in writing, a “Canadian Reimbursement Undertaking”) with respect to Canadian Letters of Credit issued by such Canadian Underlying Issuer. By submitting a request to Canadian Issuing Lender for the issuance of a Canadian Letter of Credit, such Canadian Borrower each LC Reserve Account shall be deemed held in such LC Reserve Account until withdrawn as provided in paragraph (b), (c), or (d) below. Administrative Agent shall maintain records enabling it to have requested that determine the amounts paid over to it and deposited in the Canadian Issuing Lender issue or that a Canadian Underlying Issuer issue the requested LC Reserve Accounts in respect of each Canadian Letter of Credit and to have requested Canadian Issuing Lender to issue a Reimbursement Undertaking with the amounts on deposit in respect to such requested Letter of Credit if it is to be issued by a Canadian Underlying Issuer (it being expressly acknowledged and agreed by Borrowers that Borrowers are and shall be deemed to be applicants (within the meaning of Section 5-102(a)(2) of the Code) with respect to each Canadian Underlying Letter of Credit). Each request for the issuance of a Canadian Letter of Credit, or the amendment, renewal, or extension of any outstanding Canadian Letter of Credit, shall be made in writing by an Authorized Person of such Canadian Borrower and delivered to the Canadian Issuing Lender via hand delivery, telefacsimile, or other electronic method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance reasonably satisfactory to the Canadian Issuing Lender and shall specify (A) the amount of such Canadian Letter of Credit, (B) the date of issuance, amendment, renewal, or extension of such Canadian Letter of Credit, (C) the proposed expiration date of such Canadian Letter of Credit, (D) the name and address of the beneficiary of the Canadian Letter of Credit, and (E) such other information (including, the conditions of drawing, and, in the case of an amendment, renewal, or extension, identification of the Canadian Letter of Credit attributable to be so amended, renewed, or extended) as each Lender’s CAM Percentage. The amounts held in each Lender’s Canadian LC Reserve Account shall be necessary held as a reserve against the outstanding L/C Obligations, shall be the property of such Lender, shall not constitute Loans to prepare, amend, renew, or extend such Canadian Letter give rise to any claim of Credit. Each Canadian Letter of Credit may be in US Dollars or Canadian Dollars, as requested by against a Canadian Borrower. Anything contained herein to the contrary notwithstanding, the Canadian Issuing Lender may, but Borrower and shall not be obligated to, issue or cause give rise to any obligation on the issuance part of a Canadian Letter of Credit or Borrower to issue a pay interest to such Canadian Reimbursement Undertaking Lender, it being agreed that the reimbursement obligations in respect of a Canadian Underlying Letter of Credit, in either case, that supports the obligations of such Canadian Borrower or its Subsidiaries (1) in respect of (x) a lease of real property, or (y) an employment contract, or (2) at any time that one or more of the Lenders is a Defaulting Lender. The Canadian Issuing Lender shall have no obligation to issue a Canadian Letter Letters of Credit or a Canadian Reimbursement Undertaking if any of the following would result after giving effect to the requested issuance:shall arise only at such times as drawings are made thereunder, as provided in Section 1.4.

Canadian Letters of Credit. (i) Subject to the terms and conditions of this Agreement, upon the request of a Canadian Borrower made in accordance herewith, the Canadian Issuing Lender agrees to issue, or to cause a Canadian Underlying Issuer (including including, as Canadian Issuing Lender’s agent) to issue, a requested standby Canadian Letter of CreditCredit or a sight commercial Canadian Letter of Credit for the account of Canadian Borrower. If Canadian Issuing Lender, at its option, elects to cause a Canadian Underlying Issuer to issue a requested Canadian Letter of Credit, then Canadian Issuing Lender agrees that it will enter into arrangements relative to the reimbursement of such Canadian Underlying Issuer (which may include, among, other means, by becoming an applicant with respect to such Canadian Letter of Credit or entering into undertakings which provide for reimbursements of such Canadian Underlying Issuer with respect to such Canadian Letter of Credit; each such obligation or undertaking, irrespective of whether in writing, a “Canadian Reimbursement Undertaking”) with respect to Canadian Letters of Credit issued by such Canadian Underlying Issuer. By submitting a request to Canadian Issuing Lender for the issuance of a Canadian Letter of Credit, such Canadian Borrower shall be deemed to have requested that Canadian Issuing Lender issue or that a Canadian Underlying Issuer issue the requested Canadian Letter of Credit and to have requested Canadian Issuing Lender to issue a Canadian Reimbursement Undertaking with respect to such requested Canadian Letter of Credit if it is to be issued by a Canadian Underlying Issuer (it being expressly acknowledged and agreed by Borrowers Canadian Borrower that Borrowers are Canadian Borrower is and shall be deemed to be applicants an applicant (within the meaning of Section 5-102(a)(2) of the Code) with respect to each Canadian Underlying Letter of Credit). Each request for the issuance of a Canadian Letter of Credit, or the amendment, renewal, or extension of any outstanding Canadian Letter of Credit, shall be made in writing by an Authorized Person of such Canadian Borrower and delivered to the Canadian Issuing Lender and Agent via hand delivery, telefacsimile, or other electronic method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance reasonably satisfactory to the Canadian Issuing Lender Agent and shall specify (A) the amount of such Canadian Letter of Credit, (B) the date of issuance, amendment, renewal, or extension of such Canadian Letter of Credit, (C) the proposed expiration date of such Canadian Letter of Credit, (D) the name and address of the beneficiary of the Canadian Letter of Credit, and (E) such other information (including, the conditions of drawing, and, in the case of an amendment, renewal, or extension, identification of the Canadian Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such Canadian Letter of Credit. Each Canadian Letter of Credit may be in US Dollars or Canadian Dollars, as requested by a Canadian Borrower. Anything contained herein to the contrary notwithstanding, the Canadian Issuing Lender may, but in its Permitted Discretion and shall not be obligated to, issue or cause the issuance of a Canadian Letter of Credit or to issue a Canadian Reimbursement Undertaking in respect of a Canadian Underlying Letter of Credit, in either case, that supports the obligations of such Canadian Borrower or its Subsidiaries (1) in respect of (x) a lease of real property, or (y) an employment contract, or (2) at any time that one or more of the Lenders is a Defaulting Lender. The Canadian Issuing Lender shall have no obligation to issue a Canadian Letter of Credit or a Canadian Reimbursement Undertaking if any of the following would result after giving effect to the requested issuance:specify

Canadian Letters of Credit. (ia) Subject to the terms and conditions of this Agreement, upon the request of a Canadian Borrower made in accordance herewith, the Canadian Issuing Lender agrees to issue, or to cause a Canadian Underlying Issuer (including including, as Canadian Issuing Lender’s 's agent) to issue, a requested Canadian Letter of CreditCredit for the account of Canadian Borrower. If Canadian Issuing Lender, at its option, elects to cause a Canadian Underlying Issuer to issue a requested Canadian Letter of Credit, then Canadian Issuing Lender agrees that it will enter into arrangements relative to the reimbursement of such Canadian Underlying Issuer (which may include, among, among other means, by becoming an applicant with respect to such Canadian Letter of Credit or entering into undertakings which or other arrangements that provide for reimbursements reimbursement of such Canadian Underlying Issuer with respect to such drawings under Canadian Letter of Credit; each such obligation or undertaking, irrespective of whether in writing, a “"Canadian Reimbursement Undertaking”") with respect to Canadian Letters of Credit issued by such Canadian Underlying IssuerIssuer for the account of Canadian Borrower. By submitting a request to Canadian Issuing Lender for the issuance of a Canadian Letter of Credit, such Canadian Borrower shall be deemed to have requested that (i) Canadian Issuing Lender issue or that (ii) a Canadian Underlying Issuer issue the requested Canadian Letter of Credit and (and, in such case, to have requested Canadian Issuing Lender to issue a Canadian Reimbursement Undertaking with respect to such requested Canadian Letter of Credit if Credit). Canadian Borrower acknowledges and agrees that it is to be issued by a Canadian Underlying Issuer (it being expressly acknowledged and agreed by Borrowers that Borrowers are and shall be deemed to be applicants an applicant (within the meaning of Section 5-102(a)(2) of the Code) with respect to each Canadian Underlying Letter of Credit). Each request for the issuance of a Canadian Letter of Credit, or the amendment, renewal, or extension of any outstanding Canadian Letter of Credit, shall be made in writing by an Authorized Person of such Canadian Borrower and delivered to the Canadian Issuing Lender via hand delivery, telefacsimile, or other electronic method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance reasonably satisfactory to the Canadian Issuing Lender and (i) shall specify (A) the amount of such Canadian Letter of CreditCredit and whether to be issued in Dollars or Canadian Dollars, (B) the date of issuance, amendment, renewal, or extension of such Canadian Letter of Credit, (C) the proposed expiration date of such Canadian Letter of Credit, (D) the name and address of the beneficiary of the Canadian Letter of Credit, and (E) such other information (including, the conditions of to drawing, and, in the case of an amendment, renewal, or extension, identification of the Canadian Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such Canadian Letter of Credit. Each Canadian Letter of Credit may , and (ii) shall be in US Dollars or Canadian Dollarsaccompanied by such Issuer Documents as Agent, as requested by a Canadian Borrower. Anything contained herein to the contrary notwithstanding, the Canadian Issuing Lender may, but shall not be obligated to, issue or cause the issuance of a Canadian Letter of Credit or to issue a Canadian Reimbursement Undertaking in respect of a Canadian Underlying Letter of CreditIssuer may request or require, in either case, to the extent that supports such requests or requirements are consistent with the obligations of such Canadian Borrower or its Subsidiaries (1) in respect of (x) a lease of real property, or (y) an employment contract, or (2) at any time Issuer Documents that one or more of the Lenders is a Defaulting Lender. The Canadian Issuing Lender shall have no obligation to issue a or Canadian Letter Underlying Issuer generally requests for Canadian Letters of Credit or a Canadian Reimbursement Undertaking if any of the following would result after giving effect to the requested issuance:in similar circumstances.

Canadian Letters of Credit. (ia) Subject to the terms and conditions of this Agreement, upon the request of a Canadian Borrower made in accordance herewith, the Canadian Issuing Lender agrees to issue, or to cause a Canadian Underlying Issuer (including including, as Canadian Issuing Lender’s agent) to issue, a requested Canadian Letter of Credit. If Canadian Issuing Lender, at its option, elects to cause a Canadian Underlying Issuer to issue a requested Canadian Letter of Credit, then Canadian Issuing Lender agrees that it will enter into arrangements relative to the reimbursement of such Canadian Underlying Issuer (which may include, among, other means, by becoming an applicant with respect to such Canadian Letter of Credit or entering into undertakings which provide for reimbursements of such Canadian Underlying Issuer with respect to such Canadian Letter of Credit; each such obligation or undertaking, irrespective of whether in writing, a “Canadian Reimbursement Undertaking”) with respect to Canadian Letters of Credit issued by such Canadian Underlying Issuer. By submitting a request to Canadian Issuing Lender for the issuance of a Canadian Letter of Credit, such Canadian Borrower shall be deemed to have requested that Canadian Issuing Lender issue or that a Canadian Underlying Issuer issue the requested Canadian Letter of Credit and to have requested Canadian Issuing Lender to issue a Canadian Reimbursement Undertaking with respect to such requested Canadian Letter of Credit if it is to be issued by a Canadian Underlying Issuer (it being expressly acknowledged and agreed by Borrowers Canadian Borrower that Borrowers are Canadian Borrower is and shall be deemed to be applicants (within the meaning of Section 5-102(a)(2) of the Code) applicant with respect to each Canadian Underlying Letter of Credit). Each request for the issuance of a Canadian Letter of Credit, or the amendment, renewal, or extension of any outstanding Canadian Letter of Credit, shall be made in writing by an Authorized Person of such Canadian Borrower and delivered to the Canadian Issuing Lender via hand delivery, telefacsimile, or other electronic method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance reasonably satisfactory to the Canadian Issuing Lender and shall specify (Ai) the amount of such Canadian Letter of Credit, (Bii) the date of issuance, amendment, renewal, or extension of such Canadian Letter of Credit, (Ciii) the proposed expiration date of such Canadian Letter of Credit, (Div) the name and address of the beneficiary of the Canadian Letter of Credit, and (Ev) such other information (including, the conditions of drawing, and, in the case of an amendment, renewal, or extension, identification of the Canadian Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such Canadian Letter of Credit. Each Canadian Letter of Credit may be in US Dollars or Canadian Dollars, as requested by a Canadian Borrower. Anything contained herein to the contrary notwithstanding, the Canadian Issuing Lender may, but shall not be obligated to, issue or cause the issuance of a Canadian Letter of Credit or to issue a Canadian Reimbursement Undertaking in respect of a Canadian Underlying Letter of Credit, in either case, that supports the obligations of such Canadian Borrower or its Subsidiaries (1) in respect of (xA) a lease of real property, or (yB) an employment contract, or (2) at any time that one or more of the Lenders is a Defaulting Lender, unless such Canadian Letter of Credit or Canadian Reimbursement Undertaking is fully supported as a result of either or both of the following: (i) such Defaulting Lender’s Pro Rata Share of such Canadian Letter of Credit or Canadian Reimbursement Undertaking shall be reallocated among all other Lenders with a Canadian Revolver Commitment that are non-Defaulting Lenders in proportion with their Pro Rata Shares of the Canadian Revolver Commitment, but only to the extent that, after giving effect to such reallocation, Canadian Revolver Usage does not exceed the sum of all such non-Defaulting Lenders’ Pro Rata Share of the Canadian Revolver Commitment; and (ii) to the extent that such Canadian Letter of Credit or Canadian Reimbursement Undertaking exceeds the amount that is permitted to be reallocated pursuant to the immediately preceding clause (i) or if there is no such reallocation, Canadian Borrower shall have provided cash collateral to Canadian Agent to hold on behalf of Canadian Borrower, on terms and conditions reasonably satisfactory to Canadian Issuing Lender and Canadian Agent, in an amount equal to such excess. Any Letter of Credit fee payable to Canadian Agent pursuant to Section 2.6(b) otherwise payable to a Defaulting Lender with respect to any portion of such Defaulting Lender’s Pro Rata Share in any Canadian Letter of Credit reallocated pursuant to the preceding sentence shall be payable instead to the non-Defaulting Lenders in proportion to their Pro Rata Share of such non-Defaulting Lenders’ Pro Rata Share in any Canadian Letter of Credit so allocated to them. In the event that a Defaulting Lender ceases to be a Defaulting Lender then the portion of such Defaulting Lender’s Pro Rata Share in any Canadian Letter of Credit or Canadian Reimbursement Undertaking reallocated to non-Defaulting Lenders pursuant to this Section 2.12(a) shall be reallocated to such previously Defaulting Lender and, from and after (and in respect of Letter of Credit fees pursuant to Section 2.6(b) accruing from and after) the date of such reallocation, such previously Defaulting Lender shall be entitled to receive any Letter of Credit fees payable in respect of such previously Defaulting Lender’s Pro Rata Share in any Canadian Letter of Credit or Canadian Reimbursement Undertaking previously reallocated to the non-Defaulting Lenders. The Canadian Issuing Lender shall have no obligation to issue a Canadian Letter of Credit or a Canadian Reimbursement Undertaking in respect of a Canadian Underlying Letter of Credit, in either case, if any of the following would result after giving effect to the requested issuance:

Canadian Letters of Credit. (i) Subject a)Subject to the terms and conditions of this Agreement, upon the request of a Canadian Borrower made in accordance herewith, and prior to the Maturity Date, Canadian Issuing Lender Bank agrees to issue, issue or to cause a Canadian Underlying Issuer (including as Canadian Issuing LenderBank’s agentAgent) to issue, a requested standby Canadian Letter of CreditCredit or a sight commercial Canadian Letter of Credit for the account of Canadian Borrower. If Canadian Issuing LenderBank, at its option, elects to cause a Canadian Underlying Issuer to issue a requested Canadian Letter of Credit, then Canadian Issuing Lender Bank agrees that it will enter into arrangements relative to the reimbursement of such Canadian Underlying Issuer (which may include, among, among other means, by becoming an applicant with respect to such Canadian Letter of Credit or entering into undertakings which or other arrangements that provide for reimbursements reimbursement of such Canadian Underlying Issuer with respect to drawings under such ​ Canadian Letter of Credit; each such obligation or undertaking, irrespective of whether in writing, a <“>"Canadian Reimbursement Undertaking<”>") with respect to Canadian Letters of Credit issued by such Canadian Underlying Issuer. By submitting a request to Canadian Issuing Lender Bank for the issuance of a Canadian Letter of Credit, such Canadian Borrower shall be deemed to have requested that Canadian Issuing Lender Bank issue or that a Canadian Underlying Issuer issue cause to be issued the requested Canadian Letter of Credit and (and, in such case, to have requested the Canadian Issuing Lender Bank to issue a Canadian Reimbursement Undertaking with respect to such requested Canadian Letter of Credit if it is to be issued by a Credit). Canadian Underlying Issuer (it being expressly acknowledged Borrowers acknowledge and agreed by Borrowers agree that Canadian Borrowers are and shall be deemed to be applicants (within the meaning of Section 5-102(a)(2) of the Code) with respect to each Canadian Underlying Letter of Credit). .. Each request for the issuance of a Canadian Letter of Credit, or the amendment, renewal, amendment or extension of any outstanding Canadian Letter of Credit, shall be (i) irrevocable and made in writing by an Authorized Person of such Canadian Borrower and Person, (ii) delivered to the Agent and Canadian Issuing Lender Bank via hand delivery, telefacsimile, telefacsimile or other electronic method of transmission reasonably acceptable to Agent and Canadian Issuing Bank and reasonably in advance of the requested date of issuance, amendment, renewal, amendment or extension, and (iii) subject to Canadian Issuing Bank's authentication procedures with results satisfactory to Canadian Issuing Bank. Each such request shall be in form and substance reasonably satisfactory to the Agent and Canadian Issuing Lender Bank and (i) shall specify (A) the amount of such Canadian Letter of CreditCredit and whether to be issued in Dollars or Canadian Dollars, (B) the date of issuance, amendment, renewal, amendment or extension of such Canadian Letter of Credit, (C) the proposed expiration date of such Canadian Letter of Credit, (D) the name and address of the beneficiary of the Canadian Letter of Credit, and (E) such other information (including, the conditions of to drawing, and, in the case of an amendment, renewal, amendment or extension, identification of the Canadian Letter of Credit to be so amended, renewed, amended or extended) as shall be necessary to prepare, amend, renew, amend or extend such Canadian Letter of Credit. Each , and (ii) shall be accompanied by such Issuer Documents as Agent or Canadian Letter Issuing Bank or Canadian Underlying Issuer may request or require, to the extent that such requests or requirements are consistent with the Issuer Documents that Canadian Issuing Bank or Canadian Underlying Issuer generally requests for Letters of Credit may in similar circumstances. Canadian Issuing Bank's records of the content of any such request will be in US Dollars or Canadian Dollars, as requested by a Canadian Borrowerconclusive. Anything contained herein to the contrary notwithstanding, the Canadian Issuing Lender Bank may, but shall not be obligated to, issue or cause the issuance of a Canadian Letter of Credit or to issue a Canadian Reimbursement Undertaking in respect of a Canadian Underlying Letter of Credit, in either case, that supports the obligations of such Canadian Borrower a Loan Party or one of its Subsidiaries (1) in respect of (x) a lease of real propertyproperty to the extent that the face amount of such Canadian Letter of Credit exceeds the highest rent (including all rent-like charges) payable under such lease for a period of one year, or (y) an employment contractcontract to the extent that the face amount of such Canadian Letter of Credit exceeds the highest compensation payable under such contract for a period of one year. Notwithstanding anything herein to the contrary, or (2) at any time that one or more of the Lenders is a Defaulting Lender. The Canadian Issuing Lender Bank shall not have no any obligation hereunder to issue a issue, amend or extend any Canadian Letter of Credit or a Canadian Reimbursement Undertaking, and any issuance, amendment or extension of any Canadian Letter of Credit or Canadian Reimbursement Undertaking if any of the following would result after giving effect to the requested issuance:by Canadian Issuing Bank shall be in its sole discretion.