Common use of Initial Letter of Credit Clause in Contracts

Initial Letter of Credit. As soon as practicable, and in any event not later than fourteen (14) days, after the execution and delivery of this Trust Agreement, the Company shall: (a) make a Contribution (other than a Cash Contribution) to the Trustee in an amount sufficient to obtain, and shall arrange with the issuing bank for the issuance of, the initial Letter of Credit with a face value equal to the Security Amount as of August 1, 2011 (being CDN $2,833,800); and (b) make all other necessary arrangements with the issuing bank to enable the Trustee to obtain, forthwith, a Letter of Credit with such face value. Concurrently with making such Contribution, the Company shall: (c) provide written notice to the Participant confirming that such Contribution was made to the Trust Fund; and (d) certify to the Trustee and the Participant in writing (accompanied by a true copy of appropriate supporting documentation) that the fifty per cent (50%) refundable tax in respect of such Contribution has been withheld and remitted to the appropriate taxing authority within the prescribed time. The Company shall meet the foregoing requirements with respect to each replacement or amended or supplemental Letter of Credit or renewal or extension thereof subject only to any amendment thereof from time to time with the written agreement of the Company, the Trustee and the Participant, provided that, subject to the specific requirements of the issuing bank, if the amendment relates solely to the face amount of the then current Letter of Credit, the consent of the Company and the Participant shall be deemed to have been given without any further steps being required to be taken by either such party if such face amount is required to be amended pursuant to the terms of this Trust Agreement and there is no ongoing Dispute. A copy of each replacement or amended or supplemental Letter of Credit or renewal or extension thereof shall be attached as Schedule “D-2” to the Trust Agreement and shall be deemed to amend the Trust Agreement and replace the then existing Schedule “D-2” without any further steps being required to be taken by the parties pursuant to section 5.01.

Initial Letter of Credit. As soon as practicable, and in any event not later than fourteen (14) days, after the execution and delivery of this Trust Agreement, the Company shall: (a) make a Contribution (other than a Cash Contribution) to the Trustee in an amount sufficient to obtain, and shall arrange with the issuing bank for the issuance of, the initial Letter of Credit with a face value equal to the Security Amount as of August June 1, 2011 (being CDN $2,833,8002,083,800); and (b) make all other necessary arrangements with the issuing bank to enable the Trustee to obtain, forthwith, a Letter of Credit with such face value. Concurrently with making such Contribution, the Company shall: (c) provide written notice to the Participant confirming that such Contribution was made to the Trust Fund; and (d) certify to the Trustee and the Participant in writing (accompanied by a true copy of appropriate supporting documentation) that the fifty per cent (50%) refundable tax in respect of such Contribution has been withheld and remitted to the appropriate taxing authority within the prescribed time. The Company shall meet the foregoing requirements with respect to each replacement or amended or supplemental Letter of Credit or renewal or extension thereof subject only to any amendment thereof from time to time with the written agreement of the Company, the Trustee and the Participant, provided that, subject to the specific requirements of the issuing bank, if the amendment relates solely to the face amount of the then current Letter of Credit, the consent of the Company and the Participant shall be deemed to have been given without any further steps being required to be taken by either such party if such face amount is required to be amended pursuant to the terms of this Trust Agreement and there is no ongoing Dispute. A copy of each replacement or amended or supplemental Letter of Credit or renewal or extension thereof shall be attached as Schedule “D-2” to the Trust Agreement and shall be deemed to amend the Trust Agreement and replace the then existing Schedule “D-2” without any further steps being required to be taken by the parties pursuant to section 5.01.

Initial Letter of Credit. As soon as practicable, and in any event not later than fourteen (14) days, after the execution and delivery of this Trust Agreement, the Company shall: (a) make a Contribution (other than a Cash Contribution) to the Trustee in an amount sufficient to obtain, and shall arrange with the issuing bank for the issuance of, the initial Letter of Credit with a face value equal to the Security Amount as of August March 1, 2011 (being CDN $2,833,8005,482,300); and (b) make all other necessary arrangements with the issuing bank to enable the Trustee to obtain, forthwith, a Letter of Credit with such face value. Concurrently with making such Contribution, the Company shall: (c) provide written notice to the Participant confirming that such Contribution was made to the Trust Fund; and (d) certify to the Trustee and the Participant in writing (accompanied by a true copy of appropriate supporting documentation) that the fifty per cent (50%) refundable tax in respect of such Contribution has been withheld and remitted to the appropriate taxing authority within the prescribed time. The Company shall meet the foregoing requirements with respect to each replacement or amended or supplemental Letter of Credit or renewal or extension thereof subject only to any amendment thereof from time to time with the written agreement of the Company, the Trustee and the Participant, provided that, subject to the specific requirements of the issuing bank, if the amendment relates solely to the face amount of the then current Letter of Credit, the consent of the Company and the Participant shall be deemed to have been given without any further steps being required to be taken by either such party if such face amount is required to be amended pursuant to the terms of this Trust Agreement and there is no ongoing Dispute. A copy of each replacement or amended or supplemental Letter of Credit or renewal or extension thereof shall be attached as Schedule “D-2” to the Trust Agreement and shall be deemed to amend the Trust Agreement and replace the then existing Schedule “D-2” without any further steps being required to be taken by the parties pursuant to section 5.01.

Initial Letter of Credit. As soon as practicableFor the Account of Each New Subsidiary Borrower. No Lender shall be required to purchase participations in Letters of Credit, and no Issuing Bank shall be required to issue a Letter of Credit hereunder, in any event not later than fourteen (14) dayseach case, to a new Subsidiary Borrower added after the execution and delivery of this Trust Agreement, Closing Date unless the Company shallhas furnished or caused to be furnished to the Administrative Agent with sufficient copies for the Lenders: (ai) make The Assumption Letter executed and delivered by such Subsidiary Borrower and containing the written consent of the Company at the foot thereof, as contemplated by Section 2.20; (ii) Copies, certified by the Secretary, Assistant Secretary, Director or Officer of the Subsidiary Borrower, of its Board of Directors' resolutions (and/or resolutions of other bodies, if any are deemed necessary by the Administrative Agent) approving the Assumption Letter; (iii) An incumbency certificate, executed by the Secretary, Assistant Secretary, Director or Officer of the Subsidiary Borrower, which shall identify by name and title and bear the signature of the officers of such Subsidiary Borrower authorized to sign the Assumption Letter and the other documents to be executed and delivered by such Subsidiary Borrower hereunder, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Company; (iv) An opinion of counsel to such Subsidiary Borrower, substantially in the form of Exhibit E-4 hereto or, in the case of a Contribution (other than new non-domestic Subsidiary Borrower, in a Cash Contribution) form reasonably acceptable to the Trustee Administrative Agent; (v) Guaranty documentation, if applicable, from such Subsidiary Borrower in an amount sufficient form and substance acceptable to obtain, and shall arrange with the issuing bank for the issuance of, Administrative Agent as required pursuant to Section 7.2(K); (vi) With respect to the initial Letter of Credit with a face value equal issued for the account of any Subsidiary Borrower organized under the laws of England and Wales (or any other jurisdiction where filings are required in order for amounts payable under this Agreement to the Security Amount as of August 1, 2011 (being CDN $2,833,800be exempt from applicable withholding or other taxes); and (b) make all other necessary arrangements with the issuing bank to enable the Trustee to obtain, forthwith, a Letter of Credit with such face value. Concurrently with making such Contribution, the Company shall: (c) provide written notice to the Participant confirming that such Contribution was made to the Trust Fund; and (d) certify to the Trustee and the Participant in writing (accompanied by a true copy Administrative Agent shall have received originals and/or copies, as applicable, of appropriate supporting documentation) that the fifty per cent (50%) refundable tax in respect of such Contribution has been withheld and remitted to the appropriate taxing authority within the prescribed time. The Company shall meet the foregoing requirements with respect to each replacement or amended or supplemental Letter of Credit or renewal or extension thereof subject only to any amendment thereof from time to time with the written agreement of the Company, the Trustee and the Participant, provided that, subject to the specific requirements of the issuing bank, if the amendment relates solely to the face amount of the then current Letter of Credit, the consent of the Company and the Participant shall be deemed to have been given without any further steps being all filings required to be taken by either made and such party if such face amount is required to be amended pursuant other evidence as the Administrative Agent may require establishing to the terms Administrative Agent's satisfaction that each Lender and Issuing Bank is entitled to receive payments under the Loan Documents without deduction or withholding of this Trust Agreement any English (or other applicable jurisdictions) taxes or with such deductions and there is no ongoing Dispute. A copy withholding of each replacement English (or amended or supplemental Letter of Credit or renewal or extension thereof shall other applicable jurisdictions) taxes as may be attached as Schedule “D-2” acceptable to the Trust Agreement and shall be deemed to amend the Trust Agreement and replace the then existing Schedule “D-2” without any further steps being required to be taken by the parties pursuant to section 5.01Administrative Agent.