Common use of Payment of L/Cs Clause in Contracts

Payment of L/Cs. 5.24.1 The Borrowers shall provide for the payment to the Issuing Bank at the branch where the L/C was issued of the full face amount of each L/C (or the amount actually paid in the case of a partial payment) on the earlier of (1) the date on which the Issuing Bank makes a payment to the beneficiary of an L/C, and (ii) the date on which any Obligations become due and payable pursuant to Section 8.2. Notwithstanding the preceding sentence, if the Borrowers do not provide for payment as required and the L/C is not denominated in Canadian Dollars or US Dollars, the Issuing Bank may convert the amount paid to Canadian Dollars and the Borrowers shall pay the Issuing Bank the converted amount. The Issuing Bank, and the Lenders to the extent that they indemnify the Issuing Bank pursuant to Section 5.1, shall be entitled to recover interest from the Borrowers at a rate of interest per annum equal to the rate applicable to Prime Rate Advances (in the case of Canadian Dollar L/Cs or amounts converted to Canadian Dollars) or Base Rate Advances (in the case of US Dollar L/Cs), compounded quarterly, on any amount payment of which has not been provided for by the Borrowers in accordance with this Section 5.24. Interest shall be calculated from and including the date on which the Issuing Bank makes a payment to the beneficiary of an L/C, up to but excluding the date such payment, and all interest thereon, both before and after demand, default and judgment, is provided for by the Borrowers. 5.24.2 The obligation of the Borrowers to reimburse the Issuing Bank for a payment to a beneficiary of an L/C shall be absolute and unconditional (without prejudice to the Borrowers’ right, after reimbursing the Issuing Bank, to claim damages from the Issuing Bank for matters arising from the Issuing Bank’s wilful misconduct or gross negligence), and shall not be reduced by any demand or other request for payment of an L/C (a “Demand”) paid or acted on in good faith and in conformity with Applicable Laws or customs applicable thereto being invalid, insufficient, fraudulent or forged, nor shall the Borrowers’ obligation be subject to any defence or be affected by any right of set-off, counter-claim or recoupment which the Borrowers may now or hereafter have against the beneficiary, the Issuing Bank or any other Person for any reason whatsoever, including the fact that the Issuing Bank paid a Demand or Demands (if applicable) aggregating up to the amount of the L/C notwithstanding any contrary instructions from a Borrower to the Issuing Bank or the occurrence of any event including the commencement of legal proceedings to prohibit payment by the Issuing Bank of a Demand. Any action, inaction or omission taken or suffered by the Issuing Bank under or in connection with an L/C or any Demand, if in good faith and in conformity with Applicable Laws or customs applicable thereto shall be binding on the Borrowers and shall not place the Issuing Bank under any resulting liability to the

Payment of L/Cs. 5.24.1 The Borrowers shall provide for the payment to the Issuing Bank at the branch where the L/C was issued of the full face amount of each L/C (or the amount actually paid in the case of a partial payment) on the earlier of (1) the date on which the Issuing Bank makes a payment to the beneficiary of an L/C, and (ii) the date on which any Obligations become due and payable pursuant to Section 8.2. Notwithstanding the preceding sentence, if the Borrowers do not provide for payment as required and the L/C is not denominated in Canadian Dollars or US Dollars, the Issuing Bank may convert the amount paid to Canadian Dollars and the Borrowers shall pay the Issuing Bank the converted amount. The Issuing Bank, and the Lenders to the extent that they indemnify the Issuing Bank pursuant to Section 5.1, shall be entitled to recover interest from the Borrowers at a rate of interest per annum equal to the rate applicable to Prime Rate Advances (in the case of Canadian Dollar L/Cs or amounts converted to Canadian Dollars) or Base Rate Advances (in the case of US Dollar L/Cs), compounded quarterly, on any amount payment of which has not been provided for by the Borrowers in accordance with this Section 5.24. Interest shall be calculated from and including the date on which the Issuing Bank makes a payment to the beneficiary of an L/C, up to but excluding the date such payment, and all interest thereon, both before and after demand, default and judgment, is provided for by the Borrowers. 5.24.2 The obligation of the Borrowers to reimburse the Issuing Bank for a payment to a beneficiary of an L/C shall be absolute and unconditional (without prejudice to the Borrowers’ right, after reimbursing the Issuing Bank, to claim damages from the Issuing Bank for matters arising from the Issuing Bank’s wilful misconduct or gross negligence), and shall not be reduced by any demand or other request for payment of an L/C (a “Demand”) paid or acted on in good faith and in conformity with Applicable Laws or customs applicable thereto being invalid, insufficient, fraudulent or forged, nor shall the Borrowers’ obligation be subject to any defence or be affected by any right of set-off, counter-claim or recoupment which the Borrowers may now or hereafter have against the beneficiary, the Issuing Bank or any other Person for any reason whatsoever, including the fact that the Issuing Bank paid a Demand or Demands (if applicable) aggregating up to the amount of the L/C notwithstanding any contrary instructions from a Borrower to the Issuing Bank or the occurrence of any event including the commencement of legal proceedings to prohibit payment by the Issuing Bank of a Demand. Any action, inaction or omission taken or suffered by the Issuing Bank under or in connection with an L/C or any Demand, if in good faith and in conformity with Applicable Laws or customs applicable thereto shall be binding on the Borrowers and shall not place the Issuing Bank under any resulting liability to thethe Borrowers. Without limiting the generality of the foregoing, the Issuing Bank may receive, accept, or pay as complying with the terms of the L/C, any Demand otherwise in order which may be signed by, or issued to, any administrator, executor, trustee in bankruptcy, receiver or other person or entity acting as the representative or in place of, the beneficiary. The Borrowers shall not take any steps, issue any instructions to the Issuing Bank or any of its correspondents or institute any proceedings intended to derogate from the right or ability of the Issuing Bank or its correspondents to honour or pay a Demand. 5.24.3 If the Borrowers provide cash in response to any Obligations becoming due and payable under Section 8.2, it shall be entitled to receive interest on the cash provided in accordance with Section 10.710.8 as long as the cash is held as Cash Collateral.

Payment of L/Cs. 5.24.1 The Borrowers shall provide for the payment to the Issuing Bank at the branch where the L/C was issued of the full face amount of each L/C (or the amount actually paid in the case of a partial payment) on the earlier of (1) the date on which the Issuing Bank makes a payment to the beneficiary of an L/C, and (ii) the date on which any Obligations become due and payable pursuant to Section 8.2. Notwithstanding the preceding sentence, if the Borrowers do not provide for payment as required and the L/C is not denominated in Canadian Dollars or US Dollars, the Issuing Bank may convert the amount paid to Canadian Dollars and the Borrowers shall pay the Issuing Bank the converted amount. The Issuing Bank, and the Lenders to the extent that they indemnify the Issuing Bank pursuant to Section 5.1, shall be entitled to recover interest from the Borrowers at a rate of interest per annum equal to the rate applicable to Prime Rate Advances (in the case of Canadian Dollar L/Cs or amounts converted to Canadian Dollars) or Base Rate Advances (in the case of US Dollar L/Cs), compounded quarterly, on any amount payment of which has not been provided for by the Borrowers in accordance with this Section 5.24. Interest shall be calculated from and including the date on which the Issuing Bank makes a payment to the beneficiary of an L/C, up to but excluding the date such payment, and all interest thereon, both before and after demand, default and judgment, is provided for by the Borrowers. 5.24.2 The obligation of the Borrowers to reimburse the Issuing Bank for a payment to a beneficiary of an L/C shall be absolute and unconditional (without prejudice to the Borrowers’ right, after reimbursing the Issuing Bank, to claim damages from the Issuing Bank for matters arising from the Issuing Bank’s wilful misconduct or gross negligence), and shall not be reduced by any demand or other request for payment of an L/C (a “Demand”) paid or acted on in good faith and in conformity with Applicable Laws or customs applicable thereto being invalid, insufficient, fraudulent or forged, nor shall the Borrowers’ obligation be subject to any defence or be affected by any right of set-off, counter-claim or recoupment which the Borrowers may now or hereafter have against the beneficiary, the Issuing Bank or any other Person for any reason whatsoever, including the fact that the Issuing Bank paid a Demand or Demands (if applicable) aggregating up to the amount of the L/C notwithstanding any contrary instructions from a Borrower to the Issuing Bank or the occurrence of any event including the commencement of legal proceedings to prohibit payment by the Issuing Bank of a Demand. Any action, inaction or omission taken or suffered by the Issuing Bank under or in connection with an L/C or any Demand, if in good faith and in conformity with Applicable Laws or customs applicable thereto shall be binding on the Borrowers and shall not place the Issuing Bank under any resulting liability to thethe Borrowers. Without limiting the generality of the foregoing, the Issuing Bank may receive, accept, or pay as complying with the terms of the L/C, any Demand otherwise in order which may be signed by, or issued to, any administrator, executor, trustee in bankruptcy, receiver or other person or entity acting as the representative or in place of, the beneficiary. The Borrowers shall not take any steps, issue any instructions to the Issuing Bank or any of its correspondents or institute any proceedings intended to derogate from the right or ability of the Issuing Bank or its correspondents to honour or pay a Demand. 5.24.3 If the Borrowers provide cash in response to any Obligations becoming due and payable under Section 8.2, it shall be entitled to receive interest on the cash provided in accordance with Section 10.7 as long as the cash is held as Cash Collateral.

Payment of L/Cs. 5.24.1 The Borrowers Borrower shall provide for the payment to the applicable Issuing Bank at the branch where the L/C was issued of the full face amount of each L/C (or the amount actually paid in the case of a partial payment) on the earlier of (1i) the date on which the Issuing Bank makes notifies the Borrower that it has made a payment to the beneficiary of an L/C, and (ii) the date on which any Obligations become due and payable pursuant to Section 8.27.2. Notwithstanding the preceding sentence, if the Borrowers do not provide for Any payment made under item (ii) shall be held as required and Cash Collateral until maturity or cancellation of the L/C is not denominated in Canadian Dollars or US Dollars, the Issuing Bank may convert the amount paid to Canadian Dollars Cs collateralized and all other obligations under this Agreement and the Borrowers shall pay other Loan Documents have been paid in full and performed, other than obligations that by their terms survive the Issuing Bank the converted amounttermination of this Agreement. The Issuing Bank, and the Lenders to the extent that they indemnify the Issuing Bank pursuant to Section 5.1, shall be entitled to recover interest from the Borrowers Borrower at a rate of interest per annum equal to the rate applicable to Prime Rate Advances (in the case of Canadian Dollar L/Cs or amounts converted to Canadian DollarsCs) or Base Rate Advances (in the case of US Dollar L/Cs), compounded quarterlymonthly, on any amount payment of which has not been provided for by the Borrowers Borrower in accordance with this Section 5.244.30. Interest shall be calculated from and including the date on which the Issuing Bank makes a payment to the beneficiary of an L/C, up to but excluding the date such payment, and all interest thereon, both before and after demand, default and judgment, is provided for by the Borrowers. 5.24.2 Borrower. The obligation of the Borrowers Borrower to reimburse the Issuing Bank for a payment to a beneficiary of an L/C shall be absolute and unconditional (without prejudice to the Borrowers’ Borrower’s right, after reimbursing the Issuing Bank, to claim damages from the Issuing Bank for matters arising from the Issuing Bank’s wilful misconduct misconduct, gross negligence or gross negligencebreach of any Loan Document), and shall not be reduced by any demand or other request for payment of an L/C (a “Demand”) paid or acted on in good faith and in conformity with Applicable Laws or customs applicable thereto being invalid, insufficient, fraudulent or forged, nor shall the Borrowers’ Borrower’s obligation be subject to any defence or be affected by any right of set-set off, counter-claim or recoupment which that the Borrowers Borrower may now or hereafter have against the beneficiary, the Issuing Bank or any other Person for any reason whatsoever, including the fact that the Issuing Bank paid a Demand or Demands (if applicable) aggregating up to the amount of the L/C notwithstanding any contrary instructions from a the Borrower to the Issuing Bank or the occurrence of any event including the commencement of legal proceedings to prohibit payment by the Issuing Bank of a Demand. Any action, inaction or omission taken or suffered by the Issuing Bank under or in connection with an L/C or any Demand, if in good faith and in conformity with Applicable Laws or customs applicable thereto shall be binding on the Borrowers Borrower and shall not place the Issuing Bank under any resulting liability to thethe Borrower except for the Issuing Bank’s gross negligence, wilful misconduct or breach of any Loan Document. Without limiting the generality of the foregoing, the Issuing Bank may receive, accept, or pay as complying with the terms of the L/C, any Demand otherwise in order which may be signed by, or issued to, any administrator, executor, trustee in bankruptcy, receiver or other person or entity acting as the representative or in place of, the beneficiary. The Borrower shall not take any steps, issue any instructions to the Issuing Bank or any of its correspondents or institute any proceedings intended to derogate from the right or ability of the Issuing Bank or its correspondents to honour or pay a Demand. If the Borrower provides cash in response to any Obligations becoming due and payable under Section 7.2, it shall be entitled to receive interest on the cash provided in accordance with Section 10.10 as long as the cash is held as Cash Collateral.

Payment of L/Cs. 5.24.1 The Borrowers Borrower shall provide for the payment to the applicable Issuing Bank at the branch where the L/C was issued of the full face amount of each L/C (or the amount actually paid in the case of a partial payment) on the earlier of (1i) the date on which the Issuing Bank makes a payment to the beneficiary of an L/C, and (ii) the date on which any Obligations become due and payable pursuant to Section 8.2. Notwithstanding the preceding sentence, if the Borrowers do not provide for payment as required and the L/C is not denominated in Canadian Dollars or US Dollars, the Issuing Bank may convert the amount paid to Canadian Dollars and the Borrowers shall pay the Issuing Bank the converted amount7.2. The Issuing Bank, and the Lenders to the extent that they indemnify the Issuing Bank pursuant to Section 5.1, shall be entitled to recover interest from the Borrowers Borrower at a rate of interest per annum equal to the rate applicable to Prime Rate Advances (in the case of Canadian Dollar L/Cs or amounts converted to Canadian DollarsCs) or Base Rate Advances (in the case of US Dollar L/Cs), compounded quarterlymonthly, on any amount payment of which has not been provided for by the Borrowers Borrower in accordance with this Section 5.244.32. Interest shall be calculated from and including the date on which the Issuing Bank makes a payment to the beneficiary of an L/C, up to but excluding the date such payment, and all interest thereon, both before and after demand, default and judgment, is provided for by the Borrowers. 5.24.2 Borrower. The obligation of the Borrowers Borrower to reimburse the Issuing Bank for a payment to a beneficiary of an L/C shall be absolute and unconditional (without prejudice to the Borrowers’ Borrower's right, after reimbursing the Issuing Bank, to claim damages from the Issuing Bank for matters arising from the Issuing Bank’s 's wilful misconduct or gross negligence), and shall not be reduced by any demand or other request for payment of an L/C (a “"Demand”") paid or acted on in good faith and in conformity with Applicable Laws or customs applicable thereto being invalid, insufficient, fraudulent or forged, nor shall the Borrowers’ Borrower's obligation be subject to any defence or be affected by any right of set-set off, counter-claim or recoupment which that the Borrowers Borrower may now or hereafter have against the beneficiary, the Issuing Bank or any other Person for any reason whatsoever, including the fact that the Issuing Bank paid a Demand or Demands (if applicable) aggregating up to the amount of the L/C notwithstanding any contrary instructions from a the Borrower to the Issuing Bank or the occurrence of any event including the commencement of legal proceedings to prohibit payment by the Issuing Bank of a Demand. Any action, inaction or omission taken or suffered by the Issuing Bank under or in connection with an L/C or any Demand, if in good faith and in conformity with Applicable Laws or customs applicable thereto shall be binding on the Borrowers Borrower and shall not place the Issuing Bank under any resulting liability to thethe Borrower except for gross negligence or wilful misconduct. Without limiting the generality of the foregoing, the Issuing Bank may receive, accept, or pay as complying with the terms of the L/C, any Demand otherwise in order which may be signed by, or issued to, any administrator, executor, trustee in bankruptcy, receiver or other person or entity acting as the representative or in place of, the beneficiary. The Borrower shall not take any steps, issue any instructions to the Issuing Bank or any of its correspondents or institute any proceedings intended to derogate from the right or ability of the Issuing Bank or its correspondents to honour or pay a Demand. If the Borrower provides cash in response to any Obligations becoming due and payable under Section 7.2, it shall be entitled to receive interest on the cash provided in accordance with Section 10.10 as long as the cash is held as Cash Collateral.

Payment of L/Cs. 5.24.1 4.31.1 The Borrowers Borrower shall provide for the payment to the applicable Issuing Bank at the branch where the L/C was issued of the full face amount of each L/C (or the amount actually paid in the case of a partial payment) on the earlier of (1i) the date on which the Issuing Bank makes notifies the Borrower that it has made a payment to the beneficiary of an L/C, and (ii) the date on which any Obligations become due and payable pursuant to Section 8.27.2. Notwithstanding the preceding sentence, if the Borrowers do not provide for Any payment made under item (ii) shall be held as required and Cash Collateral until maturity or cancellation of the L/C is not denominated in Canadian Dollars or US Dollars, the Issuing Bank may convert the amount paid to Canadian Dollars Cs collateralized and all other obligations under this Agreement and the Borrowers shall pay other Loan Documents have been paid in full and performed, other than obligations that by their terms survive the Issuing Bank the converted amounttermination of this Agreement. The Issuing Bank, and the Lenders to the extent that they indemnify the Issuing Bank pursuant to Section 5.1, shall be entitled to recover interest from the Borrowers Borrower at a rate of interest per annum equal to the rate applicable to Prime Rate Advances (in the case of Canadian Dollar L/Cs or amounts converted to Canadian DollarsCs) or Base Rate Advances (in the case of US Dollar L/Cs), compounded quarterlymonthly, on any amount payment of which has not been provided for by the Borrowers Borrower in accordance with this Section 5.244.31. Interest shall be calculated from and including the date on which the Issuing Bank makes a payment to the beneficiary of an L/C, up to but excluding the date such payment, and all interest thereon, both before and after demand, default and judgment, is provided for by the BorrowersBorrower. 5.24.2 4.31.2 The obligation of the Borrowers Borrower to reimburse the Issuing Bank for a payment to a beneficiary of an L/C shall be absolute and unconditional (without prejudice to the Borrowers’ Borrower’s right, after reimbursing the Issuing Bank, to claim damages from the Issuing Bank for matters arising from the Issuing Bank’s wilful misconduct misconduct, gross negligence or gross negligencebreach of any Loan Document), and shall not be reduced by any demand or other request for payment of an L/C (a “Demand”) paid or acted on in good faith and in conformity with Applicable Laws or customs applicable thereto being invalid, insufficient, fraudulent or forged, nor shall the Borrowers’ Borrower’s obligation be subject to any defence or be affected by any right of set-set off, counter-claim or recoupment which that the Borrowers Borrower may now or hereafter have against the beneficiary, the Issuing Bank or any other Person for any reason whatsoever, including the fact that the Issuing Bank paid a Demand or Demands (if applicable) aggregating up to the amount of the L/C notwithstanding any contrary instructions from a the Borrower to the Issuing Bank or the occurrence of any event including the commencement of legal proceedings to prohibit payment by the Issuing Bank of a Demand. Any action, inaction or omission taken or suffered by the Issuing Bank under or in connection with an L/C or any Demand, if in good faith and in conformity with Applicable Laws or customs applicable thereto shall be binding on the Borrowers Borrower and shall not place the Issuing Bank under any resulting liability to thethe Borrower except for the Issuing Bank’s gross negligence, wilful misconduct or breach of any Loan Document. Without limiting the generality of the foregoing, the Issuing Bank may receive, accept, or pay as complying with the terms of the L/C, any Demand otherwise in order which may be signed by, or issued to, any administrator, executor, trustee in bankruptcy, receiver or other person or entity acting as the representative or in place of, the beneficiary. The Borrower shall not take any steps, issue any instructions to the Issuing Bank or any of its correspondents or institute any proceedings intended to derogate from the right or ability of the Issuing Bank or its correspondents to honour or pay a Demand. 4.31.3 If the Borrower provides cash in response to any Obligations becoming due and payable under Section 7.2, it shall be entitled to receive interest on the cash provided in accordance with Section 10.12 as long as the cash is held as Cash Collateral.

Payment of L/Cs. 5.24.1 (a) The Borrowers Borrower shall provide for the payment to the Issuing Bank BNS at the branch where the L/C was issued Branch of Account of the full face amount of each L/C (or the amount actually paid in the case of a partial payment) on the earlier of (1i) the date on which the Issuing Bank BNS makes a payment to the beneficiary of an L/C, and (ii) the date on which any Obligations become Facility Indebtedness becomes due and payable pursuant to Section 8.2. Notwithstanding the preceding sentencehereunder, if the Borrowers do not provide for payment as required and the L/C is not denominated in Canadian Dollars or US Dollars, the Issuing Bank may convert the provided that any amount paid by the Borrower under this clause (ii) shall for all purposes be deemed to Canadian Dollars and the Borrowers shall pay the Issuing Bank the converted amountbe Cash Collateral under Section 3.20. The Issuing Bank, and the Lenders to the extent that they indemnify the Issuing Bank pursuant to Section 5.1, shall be entitled to recover interest from the Borrowers at a rate of interest per annum equal to the rate applicable to Prime Rate Advances (in the case of Canadian Dollar L/Cs or amounts converted to Canadian Dollars) or Base Rate Advances (in the case of US Dollar L/Cs), compounded quarterly, on any Any amount payment of which has not been provided for by the Borrowers Borrower in accordance with this Section 5.24. Interest shall be calculated from and including the date on which the Issuing Bank makes automatically converted to a payment to the beneficiary of an L/C, up to but excluding the date such payment, and all interest thereon, both before and after demand, default and judgment, is provided for by the BorrowersPrime Rate Advance or Base Rate Advance as set out in Section 3.21. 5.24.2 (b) The obligation of the Borrowers Borrower to reimburse the Issuing Bank BNS for a payment to a beneficiary of an L/C shall be absolute and unconditional (without prejudice to the Borrowers’ Borrower’s right, if applicable, after reimbursing the Issuing BankBNS, to claim damages from the Issuing Bank for matters arising directly resulting from the Issuing BankBNS’s gross negligence or wilful misconduct or gross negligence), misconduct) and shall not be reduced by any demand or other request for payment of an L/C (a “Demand”) ), which is paid or acted on upon in good faith and in conformity with Applicable Laws laws, regulations or customs applicable thereto thereto, being invalid, insufficient, fraudulent or forged, nor shall the Borrowers’ Borrower’s obligation be subject to any defence or be affected by any right of set-off, counter-claim or recoupment which the Borrowers Borrower may now or hereafter have against the beneficiary, the Issuing Bank BNS or any other Person for any reason whatsoever, including the fact that the Issuing Bank BNS paid a Demand or Demands (if applicable) aggregating up to the amount of the L/C notwithstanding any contrary instructions from a the Borrower to BNS (other than instructions contained in the Issuing Bank L/C, which instructions need be complied with only to the same extent and in accordance with the same standards set forth above) or the occurrence of any event including including, but not limited to, the commencement of legal proceedings to prohibit payment by the Issuing Bank BNS of a Demand. Any action, inaction or omission taken or suffered by the Issuing Bank BNS under or in connection with an L/C or any Demand, if in good faith and in conformity with Applicable Laws laws, regulations or customs applicable thereto thereto, shall be binding on the Borrowers Borrower and shall not place the Issuing Bank BNS under any resulting liability to thethe Borrower. Without limiting the generality of the foregoing, BNS may receive, accept, or pay as complying with the terms of the L/C, any Demand otherwise in order which may be signed by, or issued to, any administrator, executor, trustee in bankruptcy, receiver or other Person or entity acting as the representative or in place of, the beneficiary.

Payment of L/Cs. 5.24.1 (a) The Borrowers Borrower shall provide for the payment to the Issuing Bank BNS at the branch where the L/C was issued Branch of Account of the full face amount of each L/C (or the amount actually paid in the case of a partial payment) on the earlier of (1i) the date on which the Issuing Bank BNS makes a payment to the beneficiary of an L/C, and (ii) the date on which any Obligations become Facility Indebtedness becomes due and payable pursuant to Section 8.2. Notwithstanding the preceding sentencehereunder, if the Borrowers do not provide for payment as required and the L/C is not denominated in Canadian Dollars or US Dollars, the Issuing Bank may convert the provided that any amount paid by the Borrower under this clause (ii) shall for all purposes be deemed to Canadian Dollars and the Borrowers shall pay the Issuing Bank the converted amountbe Cash Collateral under Section 3.20. The Issuing Bank, and the Lenders to the extent that they indemnify the Issuing Bank pursuant to Section 5.1, shall be entitled to recover interest from the Borrowers at a rate of interest per annum equal to the rate applicable to Prime Rate Advances (in the case of Canadian Dollar L/Cs or amounts converted to Canadian Dollars) or Base Rate Advances (in the case of US Dollar L/Cs), compounded quarterly, on any Any amount payment of which has not been provided for by the Borrowers Borrower in accordance with this Section 5.24. Interest shall be calculated from and including the date on which the Issuing Bank makes automatically converted to a payment to the beneficiary of an L/C, up to but excluding the date such payment, and all interest thereon, both before and after demand, default and judgment, is provided for by the BorrowersPrime Rate Advance or Base Rate Advance as set out in Section 3.21. 5.24.2 (b) The obligation of the Borrowers Borrower to reimburse the Issuing Bank BNS for a payment to a beneficiary of an L/C shall be absolute and unconditional (without prejudice to the Borrowers’ Borrower's right, if applicable, after reimbursing the Issuing BankBNS, to claim damages from the Issuing Bank for matters arising directly resulting from the Issuing Bank’s BNS's gross negligence or wilful misconduct or gross negligence), misconduct) and shall not be reduced by any demand or other request for payment of an L/C (a “"Demand”) "), which is paid or acted on upon in good faith and in conformity with Applicable Laws laws, regulations or customs applicable thereto thereto, being invalid, insufficient, fraudulent or forged, nor shall the Borrowers’ Borrower's obligation be subject to any defence or be affected by any right of set-off, counter-claim or recoupment which the Borrowers Borrower may now or hereafter have against the beneficiary, the Issuing Bank BNS or any other Person for any reason whatsoever, including the fact that the Issuing Bank BNS paid a Demand or Demands (if applicable) aggregating up to the amount of the L/C notwithstanding any contrary instructions from a the Borrower to BNS (other than instructions contained in the Issuing Bank L/C, which instructions need be complied with only to the same extent and in accordance with the same standards set forth above) or the occurrence of any event including including, but not limited to, the commencement of legal proceedings to prohibit payment by the Issuing Bank BNS of a Demand. Any action, inaction or omission taken or suffered by the Issuing Bank BNS under or in connection with an L/C or any Demand, if in good faith and in conformity with Applicable Laws laws, regulations or customs applicable thereto thereto, shall be binding on the Borrowers Borrower and shall not place the Issuing Bank BNS under any resulting liability to thethe Borrower. Without limiting the generality of the foregoing, BNS may receive, accept, or pay as complying with the terms of the L/C, any Demand otherwise in order which may be signed by, or issued to, any administrator, executor, trustee in bankruptcy, receiver or other Person or entity acting as the representative or in place of, the beneficiary.

Payment of L/Cs. 5.24.1 (1) The Borrowers Borrower shall provide for the payment to the Issuing Bank at the branch where the an L/C was issued of the full face amount of each the L/C (or the amount actually paid in the case of a partial payment) on the earlier of (1i) the date on which the Issuing Bank makes a payment to the beneficiary of an the L/C, and (ii) the date on which any Obligations become due and payable pursuant to Section 8.28.2 (provided that any payment pursuant to this item (ii) shall be held as Cash Collateral unless and until a payment is made to the beneficiary of the L/C). Notwithstanding the preceding sentence, if the Borrowers do Borrower does not provide for payment as required and the L/C amount is not denominated in Canadian Dollars or US DollarsEuros, the Issuing Bank may convert the amount paid to Canadian US Dollars and the Borrowers Borrower shall pay the amount to the Issuing Bank the converted amountin US Dollars. The Issuing Bank, and the Lenders to the extent that they indemnify the Issuing Bank pursuant to Section 5.1, shall be entitled to recover interest from the Borrowers Borrower for all amounts owing by reason of payments under an L/C to the beneficiary thereof, at a rate of interest per annum equal to the rate applicable to Prime Rate Advances (in the case of Canadian Dollar L/Cs or amounts converted to Canadian Dollars) or Base Rate Advances (in the case of US Dollar L/Cs)from time to time, compounded quarterlymonthly, on any amount payment of which has not been provided for by the Borrowers Borrower in accordance with this Section 5.245.12. Interest shall be calculated from and including the date on which the Issuing Bank makes a payment to the beneficiary of an L/C, up to but excluding the date such payment, and all interest thereon, both before and after demand, default and judgment, is provided for by the BorrowersBorrower. 5.24.2 (2) The obligation of the Borrowers Borrower to reimburse the Issuing Bank for a payment to a beneficiary of an L/C shall be absolute and unconditional (without prejudice to the Borrowers’ Borrower’s right, after reimbursing the Issuing Bank, to claim damages from the Issuing Bank for matters arising from the Issuing Bank’s wilful misconduct or gross negligence), and shall not be reduced by any demand or other request for payment of an L/C (a “Demand”) paid or acted on in good faith and in conformity with Applicable Laws or customs applicable thereto being invalid, insufficient, fraudulent or forged, nor shall the Borrowers’ Borrower’s obligation be subject to any defence or be affected by any right of set-off, counter-claim or recoupment which the Borrowers Borrower may now or hereafter have against the beneficiary, the Issuing Bank or any other Person for any reason whatsoever, including the fact that the Issuing Bank paid a Demand or Demands (if applicable) aggregating up to the amount of the L/C notwithstanding any contrary instructions from a the Borrower to the Issuing Bank or the occurrence of any event including the commencement of legal proceedings to prohibit payment by the Issuing Bank of a Demand. Any action, inaction or omission taken or suffered by the Issuing Bank under or in connection with an L/C or any Demand, if in good faith and in conformity with Applicable Laws Laws, the applicable L/C or customs applicable thereto shall be binding on the Borrowers Borrower and shall not place the Issuing Bank under any resulting liability to thethe Borrower. Without limiting the generality of the foregoing, the Issuing Bank may receive, accept, or pay as complying with the terms of the L/C, any Demand otherwise in order which may be signed by, or issued to, any administrator, executor, trustee in bankruptcy, receiver or other person or entity acting as the representative or in place of, the beneficiary. (3) If the Borrower provides cash in response to any Obligations becoming due and payable under Section 8.2, it shall be entitled to receive interest on the cash provided in accordance with Section 11.12 as long as the cash is held as Cash Collateral.