Existing Letters. The parties acknowledge that The Bank of Nova Scotia and JPMorgan Chase Bank, N.A. have previously issued the Existing Letters for the account of the Companies referenced in Schedule N hereto. The parties hereby agree that, contemporaneously with the fulfillment of the conditions precedent set forth in Section 12.2, the Existing Letters shall be deemed to be Letters issued by The Bank of Nova Scotia and JPMorgan Chase Bank, N.A., as Issuing Lenders, at the request of the Borrower under the Credit Facility and the provisions of this agreement shall henceforth apply thereto and supersede any reimbursement or other agreement (collectively, the “Existing BNS Reimbursement Agreements”) previously executed by any relevant Company. The parties hereto acknowledge that the provisions of Section 7.6 shall apply to the Existing Letters as of and from the date of the fulfillment of the conditions precedent set forth in Section 12.2.
Existing Letters. The parties acknowledge that The Bank of Nova Scotia has previously issued the Existing Letters for the account of the Companies referenced in Schedule N hereto. The parties hereby agree that, contemporaneously with the fulfillment of the conditions precedent set forth in Section 12.2, the Existing Letters shall be deemed to be Letters issued by The Bank of Nova Scotia, as Issuing Lender, at the request of the Borrower under the Credit Facility and the provisions of this agreement shall henceforth apply thereto and supersede any reimbursement or other agreement previously executed by any relevant Company. The parties hereto acknowledge that the provisions of Section 7.6 shall apply to the Existing Letters as of and from the date of the fulfillment of the conditions precedent set forth in Section 12.2.
Existing Letters. Each New Lender hereby agrees, in exchange for the payment to it by the Existing Lenders of the fees set out in Schedule I, to indemnify any issuing Lender in accordance with its Pro Rata Share of each Existing Letter with respect to any payment that any issuing Lender is obligated to make pursuant to the terms hereof with respect thereto. The Existing Letters shall be deemed to be outstanding under the Credit Facility.
Existing Letters. As at the date of Closing, the Borrowers, the Agent and the Lenders acknowledge that the letters of credit and/or letters of guarantee set forth in Schedule S hereto are issued outstanding under and pursuant to the Existing Revolving Agreement, having been issued by The Toronto-Dominion Bank as issuing bank on behalf of the lenders thereunder. From and including the date of Closing, each such letter of credit or letter of guarantee shall be deemed for all purposes to have been issued as a Letter hereunder by the Issuing Lender in accordance with the provisions of this Article 5. The Canadian Borrowers and the U.S. Borrowers, as the case may be, shall pay the Issue Fees with respect to each such Letter deemed to have been issued hereunder, calculated on the basis of the letter of credit fees provided for in the Existing Revolving Agreement from and including the last date for which such letter of credit fees had been paid in respect of such letters of credit and/or letters of guarantee under the Existing Revolving Agreement to but not including the date of Closing, and calculated on the basis of the Issue Fee provided for in respect of Letters under this Agreement from and including the date of Closing and continuing thereafter. If necessary, appropriate adjustments shall be made between the Borrowers and the Lenders to ensure that the Borrowers are not required to make duplicate payments of issue fees in respect of such Letters under this Article 5 previously paid under the Existing Revolving Agreement in respect of the existing letters of credit and/or letters of guarantee set forth in Schedule S hereto.
