Common use of Letter of Credit Commitment Clause in Contracts

Letter of Credit Commitment. Subject to the terms and conditions hereof, each Issuing Bank, on behalf of the Lenders, and in reliance on the agreements of the Lenders set forth in Section 11.2, agrees to issue, for the account of the Canadian Borrower, Facility A Letters of Credit in CDollars or USDollars under the Facility A Credit on any Banking Day during the period from the date of this Agreement until the date occurring one month prior to the Facility A Maturity Date; provided that (i) the term of any Facility A Letter of Credit shall not exceed 365 days or end after the Facility A Maturity Date, (ii) the Letter of Credit Exposure in respect of such Facility A Letters of Credit shall not cause the then Facility A Available Commitment to be exceeded, (iii) the Letter of Credit Exposure of BMO as an Issuing Bank in respect of such Facility A Letters of Credit shall not exceed C$275,000,000, the Letter of Credit Exposure of Barclays Bank PLC in respect of such Facility A Letters of Credit shall not exceed C$25,000,000 and Barclays Bank PLC shall issue standby Letters of Credit only, and (iv) the total amount of issued and outstanding Facility A Letters of Credit does not exceed the amount set forth in Section 3.1.4. Each Facility A Letter of Credit shall be in form and substance satisfactory to the applicable Issuing Bank. The maximum Letter of Credit Exposure of BMO and Barclays Bank PLC as Issuing Banks set forth in clause (iii) of this Section 11.1 may be amended from time to time to reallocate the amount set forth in Section 3.1.4 between BMO and Barclays Bank PLC as Issuing Banks with the consent of BMO, Barclays Bank PLC and the Canadian Borrower and without the consent of any other Lender. No Issuing Bank shall be required to issue a Letter of Credit if such issuance would violate any policies of the Issuing Bank pertaining to letters of credit generally.

Letter of Credit Commitment. Subject to the terms and conditions hereof, each Issuing Bank, on behalf of the Lenders, and in reliance on the agreements of the Lenders set forth in Section 11.2herein, the Issuing Bank agrees to issue, issue standby Letters of Credit under the Letter of Credit Facility for the account of the Canadian Borrower, Facility A Letters of Credit in CDollars or USDollars under the Facility A Credit on any Banking Day during the period Borrower from the date of this Agreement until the date occurring one month time to time prior to the Facility A Maturity DateLetter of Credit Expiration Date or, at any time when the Revolving Loan facility is in effect, during the Revolving Loan Commitment Period; provided that (i) the term of any Facility A no Letter of Credit shall not exceed 365 days or end after be issued prior to the Facility A Maturity DateBorrowing of the Term Loans (except as provided in the last sentence of this clause (a)), (ii) the face amount of any requested Letter of Credit Exposure shall not, at the time of issuance, exceed the Revolving Loan Commitment at any time when the Revolving Loan facility is in respect effect; (iii) the aggregate outstanding Letter of such Facility A Credit Usage shall not exceed the Letter of Credit Sublimit at any time; and (iv) no Letter of Credit shall have an expiration date later than the Letter of Credit Expiration Date. The obligation of the Issuing Bank to issue Letters of Credit shall not cause the then Facility A Available Commitment to be exceeded, (iii) expire on the Letter of Credit Exposure of BMO as an Issuing Bank Expiration Date or, if the Revolving Loan facility is in respect of such Facility A Letters of Credit shall not exceed C$275,000,000effect, the Letter last day of Credit Exposure of Barclays Bank PLC in respect of such Facility A Letters of Credit shall not exceed C$25,000,000 and Barclays Bank PLC shall issue standby Letters of Credit only, and (iv) the total amount of issued and outstanding Facility A Letters of Credit does not exceed the amount set forth in Section 3.1.4Revolving Loan Commitment Period. Each Facility A Letter of Credit shall be in a form and substance satisfactory reasonably acceptable to the applicable Issuing Bank. The maximum Issuing Bank and the Borrower hereby agree that the existing letters of credit described under the subheading "Letters of Credit" on Schedule 6.2(a) shall for purposes of this Agreement be deemed to be Letters of Credit issued by the Issuing Bank under the Letter of Credit Exposure Facility, and further, the Issuing Bank shall be deemed to have sold and transferred to the Revolving Loan Lender a 100% participation in each such Letter of BMO and Barclays Bank PLC as Issuing Banks set forth Credit in accordance with clause (iiic) of this Section 11.1 may be amended from time to time to reallocate the amount set forth in Section 3.1.4 between BMO and Barclays Bank PLC as Issuing Banks with the consent of BMO, Barclays Bank PLC and the Canadian Borrower and without the consent of any other Lender. No Issuing Bank shall be required to issue a Letter of Credit if such issuance would violate any policies of the Issuing Bank pertaining to letters of credit generally2.13.

Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) L/C Issuer agrees, in reliance upon the agreements of Revolving Credit Lenders set forth in this Section 2.3, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of Borrower, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of Xxxxxxxx and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Revolving Credit Exposure of all Revolving Credit Lenders shall not exceed the aggregate amount of the Revolving Credit Commitments of the Revolving Credit Lenders, (y) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, each Issuing Bank, on behalf of the Lenders, and in reliance on the agreements of the Lenders set forth in Section 11.2, agrees Xxxxxxxx’s ability to issue, for the account of the Canadian Borrower, Facility A Letters of Credit in CDollars or USDollars under the Facility A Credit on any Banking Day during the period from the date of this Agreement until the date occurring one month prior to the Facility A Maturity Date; provided that (i) the term of any Facility A Letter of Credit shall not exceed 365 days or end after the Facility A Maturity Date, (ii) the Letter of Credit Exposure in respect of such Facility A obtain Letters of Credit shall not cause be fully revolving, and accordingly Borrower may, during the then Facility A Available Commitment to be exceededforegoing period, (iii) the Letter of Credit Exposure of BMO as an Issuing Bank in respect of such Facility A obtain Letters of Credit shall not exceed C$275,000,000, the Letter of Credit Exposure of Barclays Bank PLC in respect of such Facility A to replace Letters of Credit shall not exceed C$25,000,000 that have expired or that have been drawn upon and Barclays Bank PLC shall issue standby Letters of Credit only, and (iv) the total amount of issued and outstanding Facility A Letters of Credit does not exceed the amount set forth in Section 3.1.4. Each Facility A Letter of Credit shall be in form and substance satisfactory to the applicable Issuing Bank. The maximum Letter of Credit Exposure of BMO and Barclays Bank PLC as Issuing Banks set forth in clause (iii) of this Section 11.1 may be amended from time to time to reallocate the amount set forth in Section 3.1.4 between BMO and Barclays Bank PLC as Issuing Banks with the consent of BMO, Barclays Bank PLC and the Canadian Borrower and without the consent of any other Lender. No Issuing Bank shall be required to issue a Letter of Credit if such issuance would violate any policies of the Issuing Bank pertaining to letters of credit generallyreimbursed.

Letter of Credit Commitment. Subject to the terms and conditions hereof, each Issuing Bank, on behalf of the Lenders, and in reliance on the agreements of the Lenders set forth in Section 11.2, agrees to issue, for the account of the Canadian Borrower, Facility A Letters of Credit in CDollars or USDollars under the Facility A Credit on any Banking Business Day during the period from the date of this Agreement until the date occurring one month prior to the Facility A Maturity Date; provided that (i) the term of any Facility A Letter of Credit shall not exceed 365 days or end after the Facility A Maturity Date, (ii) the Letter of Credit Exposure in respect of such Facility A Letters of Credit shall not cause the then Facility A Available Commitment to be exceeded, (iii) the Letter of Credit Exposure of BMO as an Issuing Bank in respect of such Facility A Letters of Credit shall not exceed C$275,000,000Availability Period, the Letter of Credit Exposure of Barclays Bank PLC in respect of Issuer shall issue such Facility A Letters of Credit in Dollars or in one or more Alternative Currencies and in such aggregate face amounts as the Borrowers may request; provided that: (i) on the date of issuance, the Dollar Equivalent of the Principal Obligations (after giving effect to the issuance of any such Letter of Credit) shall not exceed C$25,000,000 and Barclays Bank PLC shall issue standby Letters the Available Commitment as of such date; (ii) the Dollar Equivalent of the Letter of Credit only, and (iv) the total amount of issued and outstanding Facility A Letters of Credit does Liability shall not exceed the amount set forth in Section 3.1.4. Each Facility A Letter of Credit Sublimit; (iii) each Letter of Credit shall be in form and substance satisfactory to a minimum amount of $500,000; (iv) the applicable Issuing Bank. The maximum expiry date of the Letter of Credit Exposure shall not be later than (A) twelve (12) months after the date of BMO and Barclays Bank PLC issuance (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the Letter of Credit Issuer) without the Letter of Credit Issuer’s consent, in its sole discretion, or (B) thirty (30) days prior to the Stated Maturity Date, or, if the Borrowers comply with Section 2.8(h), within one (1) year after the Stated Maturity Date; (v) each Letter of Credit shall be subject to the Uniform Customs and/or ISP98, as Issuing Banks set forth in clause (iii) of this Section 11.1 may be amended from time to time to reallocate the amount set forth in Section 3.1.4 between BMO and Barclays Bank PLC as Issuing Banks with the consent of BMO, Barclays Bank PLC and the Canadian Borrower and without the consent of any other Lender. No Issuing Bank shall be required to issue a Letter of Credit if Application or as determined by the Letter of Credit Issuer and, to the extent not inconsistent therewith, the laws of the State of New York; and (vi) the Letter of Credit Issuer shall be under no obligation to issue any Letter of Credit if, after the Closing Date (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Letter of Credit Issuer from issuing such Letter of Credit, or any Applicable Law applicable to the Letter of Credit Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Letter of Credit Issuer shall prohibit, or request that the Letter of Credit Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Letter of Credit Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Letter of Credit Issuer is not otherwise compensated hereunder) not in effect on the Closing Date or shall impose upon the Letter of Credit Issuer any unreimbursed loss, cost or expense that was not applicable on the Closing Date and that the Letter of Credit Issuer deems material to it; (B) the Borrowers have not provided the information necessary for the Letter of Credit Issuer to complete the form of Letter of Credit; (C) the issuance of such Letter of Credit would violate any Applicable Law or one or more policies of the Issuing Bank pertaining to letters Letter of credit generallyCredit Issuer; or (D) the Letter of Credit Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency.

Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Tranche 1 Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Company, and to amend or extend,. Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Tranche 1 Lenders severally agree to participate in Letters of Credit issued for the account of the Company and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Tranche 1 Outstandings shall not exceed the Aggregate Tranche 1 Commitments, (y) the Revolving Credit Exposure of any Tranche 1 Lender shall not exceed such Tranche 1 Lender’s Tranche 1 Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Company for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, each Issuing Bank, on behalf of the Lenders, and in reliance on the agreements of the Lenders set forth in Section 11.2, agrees Company’s ability to issue, for the account of the Canadian Borrower, Facility A Letters of Credit in CDollars or USDollars under the Facility A Credit on any Banking Day during the period from the date of this Agreement until the date occurring one month prior to the Facility A Maturity Date; provided that (i) the term of any Facility A Letter of Credit shall not exceed 365 days or end after the Facility A Maturity Date, (ii) the Letter of Credit Exposure in respect of such Facility A obtain Letters of Credit shall not cause be fully revolving, and accordingly the then Facility A Available Commitment to be exceededCompany may, (iii) during the Letter foregoing period, obtain Letters of Credit Exposure to replace Letters of BMO as an Issuing Bank in respect of such Facility A Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall not exceed C$275,000,000, the Letter of Credit Exposure of Barclays Bank PLC in respect of such Facility A Letters of Credit shall not exceed C$25,000,000 and Barclays Bank PLC shall issue standby Letters of Credit onlybe deemed to have been issued pursuant hereto, and (iv) from and after the total amount of issued and outstanding Facility A Letters of Credit does not exceed the amount set forth in Section 3.1.4. Each Facility A Letter of Credit Closing Date shall be in form subject to and substance satisfactory to governed by the applicable Issuing Bankterms and conditions hereof. The maximum Letter of Credit Exposure of BMO and Barclays Bank PLC as Issuing Banks set forth in clause (iii) of this Section 11.1 may be amended from time to time to reallocate the amount set forth in Section 3.1.4 between BMO and Barclays Bank PLC as Issuing Banks with the consent of BMO, Barclays Bank PLC and the Canadian Borrower and without the consent of any other Lender. No Issuing Bank shall be required to issue a Letter of Credit if such issuance would violate any policies of the Issuing Bank pertaining to letters of credit generally.Agreement

Letter of Credit Commitment. Subject to the terms and conditions hereofof this Agreement (including Section 8.3), each Issuing Bank, on behalf of the Lenders, and in reliance on the agreements of the Lenders set forth in Section 11.2, agrees Borrower may request from time to issue, for the account of the Canadian Borrower, Facility A Letters of Credit in CDollars or USDollars under the Facility A Credit on any Banking Day time during the period from the date of this Agreement until Closing Date through the date occurring one month day 30 days prior to the Facility A Maturity Date (unless the Issuing Bank otherwise agrees to a later date prior to the Maturity Date; ) that the Issuing Bank, in reliance upon the agreements of the other Banks set forth in this Section 2.5, issue Letters of Credit for the account of Borrower, and the Issuing Bank agrees to issue for the account of Borrower one or more Letters of Credit and to amend Letters of Credit previously issued by it in accordance with Section 2.5(b), provided that (i) Borrower shall not request that the term of Issuing Bank issue any Facility A Letter of Credit shall not exceed 365 days or end if, after giving effect to such issuance, the Facility A Maturity DateTotal Outstandings exceeds the Commitment, (ii) Borrower shall not request that the Issuing Bank issue any Letter of Credit Exposure if, after giving effect to such issuance, Borrower would not be in respect of such Facility A Letters of Credit shall not cause the then Facility A Available Commitment to be exceededcompliance with Section 6.17, (iii) Borrower shall not request that the Issuing Bank issue any Letter of Credit Exposure of BMO as having an expiration date that is beyond 364 days from the Maturity Date and (iv) the Borrower shall not request that the Issuing Bank in respect of such Facility A Letters issue any Letter of Credit shall not exceed C$275,000,000if, after giving effect to such issuance, the Letter of Credit Exposure of Barclays Bank PLC in respect of such Facility A Letters Usage would exceed $600,000,000 or any limit established by Law after the Closing Date on the Issuing Bank’s ability to issue the requested Letter of Credit at any time. Notwithstanding the foregoing, the Issuing Bank shall not exceed C$25,000,000 and Barclays Bank PLC shall issue standby Letters any Letter of Credit onlyif, and (ivA) on or prior to the total amount of issued and outstanding Facility A Letters of Credit does not exceed Business Day immediately preceding the amount issuance thereof any Bank has notified the Issuing Bank in writing that the conditions set forth in Section 3.1.4. Each Facility A 8.3 have not been satisfied with respect to the issuance of such Letter of Credit, (B) the expiry date of such requested Letter of Credit shall be in form and substance satisfactory to would occur after 364 days from the applicable Issuing Bank. The maximum Letter of Credit Exposure of BMO and Barclays Bank PLC as Issuing Banks set forth in clause (iii) of this Section 11.1 may be amended from time to time to reallocate the amount set forth in Section 3.1.4 between BMO and Barclays Bank PLC as Issuing Banks with the consent of BMOMaturity Date, Barclays Bank PLC and the Canadian Borrower and without the consent of any other Lender. No Issuing Bank shall be required to issue a Letter of Credit if such issuance would violate any policies unless all of the Issuing Bank pertaining to letters of credit generally.Banks have approved such expiry date, or

Letter of Credit Commitment. Subject to the terms and conditions hereofof this Agreement (including Section 8.3), each Issuing Bank, on behalf of the Lenders, and in reliance on the agreements of the Lenders set forth in Section 11.2, agrees Borrower may request from time to issue, for the account of the Canadian Borrower, Facility A Letters of Credit in CDollars or USDollars under the Facility A Credit on any Banking Day time during the period from the date of this Agreement until Closing Date through the date occurring one month day 30 days prior to the Facility A Maturity Date (unless the Issuing Bank otherwise agrees to a later date prior to the Maturity Date; ) that the Issuing Bank, in reliance upon the agreements of the other Banks set forth in this Section 2.5, issue Letters of Credit for the account of Borrower, and the Issuing Bank agrees to issue for the account of Borrower one or more Letters of Credit and to amend Letters of Credit previously issued by it in accordance with Section 2.5(b), provided that (i) Borrower shall not request that the term of Issuing Bank issue any Facility A Letter of Credit shall not exceed 365 days or end if, after giving effect to such issuance, the Facility A Maturity DateTotal Outstandings exceeds the Commitment, (ii) Borrower shall not request that the Issuing Bank issue any Letter of Credit Exposure if, after giving effect to such issuance, Borrower would not be in respect of such Facility A Letters of Credit shall not cause the then Facility A Available Commitment to be exceededcompliance with Section 6.17, (iii) Borrower shall not request that the Issuing Bank issue any Letter of Credit Exposure of BMO as having an expiration date that is beyond 364 days from the Maturity Date and (iv) the Borrower shall not request that the Issuing Bank in respect of such Facility A Letters issue any Letter of Credit shall not exceed C$275,000,000if, after giving effect to such issuance, the Letter of Credit Exposure of Barclays Bank PLC in respect of such Facility A Letters Usage would exceed $1,000,000,000 or any limit established by Law after the Closing Date on the Issuing Bank’s ability to issue the requested Letter of Credit at any time. Notwithstanding the foregoing, the Issuing Bank shall not exceed C$25,000,000 and Barclays Bank PLC shall issue standby Letters any Letter of Credit onlyif, and (ivA) on or prior to the total amount of issued and outstanding Facility A Letters of Credit does not exceed Business Day immediately preceding the amount issuance thereof any Bank has notified the Issuing Bank in writing that the conditions set forth in Section 3.1.4. Each Facility A 8.3 have not been satisfied with respect to the issuance of such Letter of Credit, (B) the expiry date of such requested Letter of Credit shall be in form and substance satisfactory to would occur after 364 days from the applicable Issuing Bank. The maximum Maturity Date, unless all of the Banks have approved such expiry date, or (C) after issuing such Letter of Credit Exposure the provisions of BMO and Barclays Bank PLC as Issuing Banks set forth in clause (iii) of this Section 11.1 may 6.17 would be amended from time to time to reallocate the amount set forth in Section 3.1.4 between BMO and Barclays Bank PLC as Issuing Banks with the consent of BMO, Barclays Bank PLC and the Canadian Borrower and without the consent of any other Lenderviolated. No The Issuing Bank shall not be required obligated to issue a any Letter of Credit if if, (x) any order, judgment or decree of any Governmental Agency or arbitrator shall by its terms purport to enjoin or restrain the Issuing Bank from issuing such Letter of Credit, or any Law applicable to the Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Agency with jurisdiction over the Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Bank in good fxxxx xxxxx material to it, (y) the issuance of such Letter of Credit would violate any one or more policies of the Issuing Bank pertaining applicable to letters the customers of credit the Issuing Bank generally, or (z) a default of any Bank’s obligations to fund under Section 2.5(c) exists or any Bank is at such time a Defaulting Bank hereunder, unless the Issuing Bank has entered into satisfactory arrangements with the Borrower or such Bank to eliminate the Issuing Bank’s risk with respect to such Bank.

Letter of Credit Commitment. Subject to the terms and conditions hereof, each Issuing Bank, on behalf of the Lenders, and in reliance on the agreements of the Lenders set forth in Section 11.2, agrees to issue, for the account of the Canadian Borrower, Facility A Letters of Credit in CDollars or USDollars under the Facility A Credit on any Banking Day during the period from the date of this Agreement until the date occurring one month prior to the Facility A Maturity Date; provided that (i) the term of any Facility A Letter of Credit shall not exceed 365 days or end after the Facility A Maturity Date, (ii) the Letter of Credit Exposure in respect of such Facility A Letters of Credit shall not cause the then Facility A Available Commitment to be exceeded, (iii) the Letter of Credit Exposure of BMO as an Issuing Bank in respect of such Facility A Letters of Credit shall not exceed C$275,000,000275,000,000C$325,000,000, the Letter of Credit Exposure of Barclays Bank PLC in respect of such Facility A Letters of Credit shall not exceed C$25,000,000 and Barclays Bank PLC shall issue standby Letters of Credit only, the Letter of Credit Exposure of JPMorgan Chase Bank, N.A., Toronto Branch in respect of such Facility A Letters of Credit shall not exceed C$50,000,000, and (iv) the total amount of issued and outstanding Facility A Letters of Credit does not exceed the amount set forth in Section 3.1.4. Each Facility A Letter of Credit shall be in form and substance satisfactory to the applicable Issuing Bank. The maximum Letter of Credit Exposure of BMO and , Barclays Bank PLC and JPMorgan Chase Bank, N.A., Toronto Branch as Issuing Banks set forth in clause (iii) of this Section 11.1 may be amended from time to time to reallocate the amount set forth in Section 3.1.4 between BMO and , Barclays Bank PLC and JPMorgan Chase Bank, N.A., Toronto Branch as Issuing Banks with the consent of BMO, Barclays Bank PLC and JPMorgan Chase Bank, N.A., Toronto Branch (or, if the reallocation is between two of such Issuing Banks only, such two Issuing Banks) and the Canadian Borrower and without the consent of any other Lender. No Issuing Bank shall be required to issue a Letter of Credit if such issuance would violate any policies of the Issuing Bank pertaining to letters of credit generally.

Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) L/C Issuer agrees, in reliance upon the agreements of Revolving Credit Lenders set forth in this Section 2.3, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of Borrower, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of Borrower and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Revolving Credit Exposure of all Revolving Credit Lenders shall not exceed the aggregate amount of the Revolving Credit Commitments of the Revolving Credit Lenders, (y) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, each Issuing Bank, on behalf of the Lenders, and in reliance on the agreements of the Lenders set forth in Section 11.2, agrees Borrower’s ability to issue, for the account of the Canadian Borrower, Facility A Letters of Credit in CDollars or USDollars under the Facility A Credit on any Banking Day during the period from the date of this Agreement until the date occurring one month prior to the Facility A Maturity Date; provided that (i) the term of any Facility A Letter of Credit shall not exceed 365 days or end after the Facility A Maturity Date, (ii) the Letter of Credit Exposure in respect of such Facility A obtain Letters of Credit shall not cause be fully revolving, and accordingly Borrower may, during the then Facility A Available Commitment to be exceededforegoing period, (iii) the Letter of Credit Exposure of BMO as an Issuing Bank in respect of such Facility A obtain Letters of Credit shall not exceed C$275,000,000, the Letter of Credit Exposure of Barclays Bank PLC in respect of such Facility A to replace Letters of Credit shall not exceed C$25,000,000 that have expired or that have been drawn upon and Barclays Bank PLC shall issue standby Letters of Credit only, and (iv) the total amount of issued and outstanding Facility A Letters of Credit does not exceed the amount set forth in Section 3.1.4. Each Facility A Letter of Credit shall be in form and substance satisfactory to the applicable Issuing Bank. The maximum Letter of Credit Exposure of BMO and Barclays Bank PLC as Issuing Banks set forth in clause (iii) of this Section 11.1 may be amended from time to time to reallocate the amount set forth in Section 3.1.4 between BMO and Barclays Bank PLC as Issuing Banks with the consent of BMO, Barclays Bank PLC and the Canadian Borrower and without the consent of any other Lender. No Issuing Bank shall be required to issue a Letter of Credit if such issuance would violate any policies of the Issuing Bank pertaining to letters of credit generallyreimbursed.

Letter of Credit Commitment. 2.3a Issuance of Letters of Credit. Subject to the further terms and ----------------------------- conditions hereof, each Issuing Bank, on behalf of the Lenders, this Agreement and in reliance on upon the agreements representations and warranties set forth herein, the Bank agrees to issue upon the request of the Lenders set forth in Section 11.2Borrower to the Bank, agrees to issue, Letters of Credit for the account of the Canadian BorrowerBorrower in an aggregate Stated Amount not to exceed TWO MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($2,500,000) at any one time outstanding (as may be increased or reduced and reinstated from time to time in accordance with the terms and provisions hereof). The Stated Amount of each Letter of Credit, Facility A while the same is issued and outstanding, shall be deducted from the maximum amount otherwise available under the Revolving Credit Commitment. By way of illustration, if there are outstanding at any one time Letters of Credit in CDollars or USDollars having an aggregate Stated Amount of $500,000, the maximum availability under the Facility A Revolving Credit on any Banking Day during Commitment, without accounting for reductions which are a function of voluntary permanent reductions, would be $12,500,000. No Letters of Credit may be issued hereunder to the period extent the Stated Amount thereof would exceed the maximum availability under the Revolving Credit Commitment (as may be reduced pursuant to the terms of this Subsection 2.3a or Subsection 2.1b hereof). No Letter of Credit issued pursuant hereto shall have an initial term which exceeds twelve (12) months from the date of this Agreement until issuance (except the Wouterson Letter of Credit) nor have an expiry date occurring one month later than fifteen (15) days prior to the Facility A Maturity Revolving Credit Termination Date; provided that (i) . Prior to the term issuance of any Facility A Letter of Credit hereunder the Borrower shall not exceed 365 days or end after complete and deliver to the Facility A Maturity Date, (ii) Bank the Bank's then current form of Application for Letter of Credit. The issuance of each Letter of Credit Exposure in respect accordance with the provisions of such Facility A Letters this Subsection 2.3a shall require the satisfaction of Credit shall not cause the then Facility A Available Commitment to be exceeded, (iii) the Letter of Credit Exposure of BMO as an Issuing Bank in respect of such Facility A Letters of Credit shall not exceed C$275,000,000, the Letter of Credit Exposure of Barclays Bank PLC in respect of such Facility A Letters of Credit shall not exceed C$25,000,000 and Barclays Bank PLC shall issue standby Letters of Credit only, and (iv) the total amount of issued and outstanding Facility A Letters of Credit does not exceed the amount each condition set forth in Section 3.1.4. Each Facility A Letter of Credit shall be in form Sections 6.1 and substance satisfactory to the applicable Issuing Bank. The maximum Letter of Credit Exposure of BMO and Barclays Bank PLC as Issuing Banks set forth in clause (iii) of this Section 11.1 may be amended from time to time to reallocate the amount set forth in Section 3.1.4 between BMO and Barclays Bank PLC as Issuing Banks with the consent of BMO, Barclays Bank PLC and the Canadian Borrower and without the consent of any other Lender. No Issuing Bank shall be required to issue a Letter of Credit if such issuance would violate any policies of the Issuing Bank pertaining to letters of credit generally6.2 hereof.

Letter of Credit Commitment. 10.1.1 Subject to the terms and conditions hereof, each Issuing Bank, on behalf of the Lenders, and in reliance on the agreements of the Lenders set forth in Section 11.210.2, agrees to issue, for the account of the Canadian Borrower, Facility A Letters of Credit in CDollars or USDollars under the Facility A Credit on any Banking Day during the period from the date of this Agreement until the date occurring one month prior to the Facility A Maturity Date; provided that (i) the term of any Facility A Letter of Credit shall not exceed 365 days or end after the Facility A Maturity Date, (ii) the Letter of Credit Exposure in respect of such Facility A Letters of Credit shall not cause the then Facility A Available Commitment to be exceeded, (iii) the Letter of Credit Exposure of BMO as an Issuing Bank in respect of such Facility A Letters of Credit shall not exceed C$275,000,00095,000,000, the Letter of Credit Exposure of Barclays Bank PLC in respect of such Facility A Letters of Credit shall not exceed C$25,000,000 and Barclays Bank PLC shall issue standby Letters of Credit only, and (iv) the total amount of issued and outstanding Facility A Letters of Credit does not exceed the amount set forth in Section 3.1.4. Each Facility A Letter of Credit shall be in form and substance satisfactory to the applicable Issuing Bank. The maximum Letter of Credit Exposure of BMO and Barclays Bank PLC as Issuing Banks set forth in clause (iii) of this Section 11.1 10.1.1 may be amended from time to time to reallocate the amount set forth in Section 3.1.4 between BMO and Barclays Bank PLC as Issuing Banks with the consent of BMO, Barclays Bank PLC and the Canadian Borrower and without the consent of any other Lender. No Issuing Bank shall be required to issue a Letter of Credit if such issuance would violate any policies of the Issuing Bank pertaining to letters of credit generally.

Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each Issuing Bank agrees, in reliance upon the agreements of the other Rollup Revolving Credit Lenders set forth in this Section 2.21, (1) from time to time on any Business Day during the period from the Final Term Advance Date until the Letter of Credit Expiration Date, to issue Rollup Letters of Credit for the account of the Borrower or any of its Subsidiaries, and to amend Rollup Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drafts under the Rollup Letters of Credit; and (B) the Rollup Revolving Credit Lenders severally agree to participate in Rollup Letters of Credit issued for the account of the Borrower or any of its Subsidiaries; provided that the Issuing Banks shall not be obligated to issue any Rollup Letter of Credit, and no Rollup Revolving Credit Lender shall be obligated to participate in any Rollup Letter of Credit, if as of the date of such issuance, (x) the Available Amount for all Letters of Credit issued by such Issuing Bank would exceed the lesser of the Letter of Credit Sublimit at such time and such Issuing Bank’s Letter of Credit Commitment at such time, (y) the Available Amount of such Rollup Letter of Credit would exceed the aggregate Unused Rollup Revolving Credit Commitments or (z) the Available Amount of such Rollup Letter of Credit would exceed the Availability at such time. Within the foregoing limits, and subject to the terms and conditions hereof, each Issuing Bank, on behalf of the Lenders, and in reliance on the agreements of the Lenders set forth in Section 11.2, agrees Borrower’s ability to issue, for the account of the Canadian Borrower, Facility A Letters of Credit in CDollars or USDollars under the Facility A Credit on any Banking Day during the period from the date of this Agreement until the date occurring one month prior to the Facility A Maturity Date; provided that (i) the term of any Facility A Letter of Credit shall not exceed 365 days or end after the Facility A Maturity Date, (ii) the Letter of Credit Exposure in respect of such Facility A obtain Rollup Letters of Credit shall not cause be fully revolving, and accordingly the then Facility A Available Commitment to be exceededBorrower may, (iii) during the Letter of Credit Exposure of BMO as an Issuing Bank in respect of such Facility A foregoing period, obtain Rollup Letters of Credit shall not exceed C$275,000,000, the Letter of Credit Exposure of Barclays Bank PLC in respect of such Facility A to replace Rollup Letters of Credit shall not exceed C$25,000,000 that have expired or that have been drawn upon and Barclays Bank PLC shall issue standby Letters of Credit only, and (iv) the total amount of issued and outstanding Facility A Letters of Credit does not exceed the amount set forth in Section 3.1.4. Each Facility A Letter of Credit shall be in form and substance satisfactory to the applicable Issuing Bank. The maximum Letter of Credit Exposure of BMO and Barclays Bank PLC as Issuing Banks set forth in clause (iii) of this Section 11.1 may be amended from time to time to reallocate the amount set forth in Section 3.1.4 between BMO and Barclays Bank PLC as Issuing Banks with the consent of BMO, Barclays Bank PLC and the Canadian Borrower and without the consent of any other Lender. No Issuing Bank shall be required to issue a Letter of Credit if such issuance would violate any policies of the Issuing Bank pertaining to letters of credit generallyreimbursed.