Common use of Procedures for Issuance and Amendment of Canadian Letters of Credit; Auto-Renewal Canadian Letters of Credit Clause in Contracts

Procedures for Issuance and Amendment of Canadian Letters of Credit; Auto-Renewal Canadian Letters of Credit. (i) Each Canadian Letter of Credit shall be issued or amended, as the case may be, upon the request of the Canadian Borrower delivered to the relevant Canadian L/C Issuer (with a copy to the Canadian Administrative Agent) in the form of a Canadian Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Canadian Borrower. Such Canadian Letter of Credit Application must be received by the relevant Canadian L/C Issuer and the Canadian Administrative Agent not later than 11:00 a.m. at least two Canadian Business Days (or such later date and time as requested by the Canadian Borrower and as the relevant Canadian L/C Issuer may agree in a particular instance in its sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Canadian Letter of Credit, such Canadian Letter of Credit Application shall specify in form and detail satisfactory to the relevant Canadian L/C Issuer: (A) the proposed issuance date of the requested Canadian Letter of Credit (which shall be a Canadian Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) such other matters as the relevant Canadian L/C Issuer may require. In the case of a request for an amendment of any outstanding Canadian Letter of Credit, such Canadian Letter of Credit Application shall specify in form and detail satisfactory to the relevant Canadian L/C Issuer (1) the Canadian Letter of Credit to be amended; (2) the proposed date of amendment thereof (which shall be a Canadian Business Day); (3) the nature of the proposed amendment; and (4) such other matters as the relevant Canadian L/C Issuer may require. (ii) Promptly after receipt of any Canadian Letter of Credit Application, the relevant Canadian L/C Issuer will confirm with the Canadian Administrative Agent (by telephone or in writing) that the Canadian Administrative Agent has received a copy of such Canadian Letter of Credit Application from the Canadian Borrower and, if not, the relevant Canadian L/C Issuer will provide the Canadian Administrative Agent with a copy thereof. Upon receipt by the relevant Canadian L/C Issuer of confirmation from the Canadian Administrative Agent that the requested issuance or amendment is permitted in accordance with the terms hereof, then, subject to the terms and conditions hereof, such Canadian L/C Issuer shall, on the requested date, issue a Canadian Letter of Credit for the account of the Canadian Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with the relevant Canadian L/C Issuer's usual and customary business practices. Immediately upon the issuance of each Canadian Letter of Credit, each Canadian Bank shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Canadian L/C Issuer a risk participation in such Canadian Letter of Credit in an amount equal to the product of such Canadian Bank's Canadian Pro Rata Share times the amount of such Canadian Letter of Credit. (iii) If the Canadian Borrower so requests in any applicable Canadian Letter of Credit Application, the relevant Canadian L/C Issuer may, in its sole and absolute discretion, agree to issue a Canadian Letter of Credit that has automatic renewal provisions (each, a "Canadian Auto-Renewal Letter of Credit"); provided that any such Canadian Auto-Renewal Letter of Credit must permit the relevant Canadian L/C Issuer to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Canadian Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the "Canadian Nonrenewal Notice Date") in each such twelve-month period to be agreed upon at the time such Canadian Letter of Credit is issued. Unless otherwise directed by the relevant Canadian L/C Issuer, the Canadian Borrower shall not be required to make a specific request to the relevant Canadian L/C Issuer for any such renewal. Once a Canadian Auto-Renewal Letter of Credit has been issued, the Canadian Banks shall be deemed to have authorized (but may not require) the relevant Canadian L/C Issuer to permit the renewal of such Canadian Letter of Credit at any time prior to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that the relevant Canadian L/C Issuer shall not permit any such renewal if (A) the relevant Canadian L/C Issuer has determined that it would have no obligation at such time to issue such Canadian Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Section 2A.7(a)(ii) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is two Canadian Business Days before the Canadian Nonrenewal Notice Date (1) from the Canadian Administrative Agent that the Canadian Majority Banks have elected not to permit such renewal or (2) from the Canadian Administrative Agent, any Canadian Bank or the Canadian Borrower that one or more of the applicable conditions specified in Section 3A.2 is not then satisfied. (iv) Promptly after its delivery of any Canadian Letter of Credit or any amendment to a Canadian Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the relevant Canadian L/C Issuer will also deliver to the Canadian Borrower and the Canadian Administrative Agent a true and complete copy of such Canadian Letter of Credit or amendment.

Procedures for Issuance and Amendment of Canadian Letters of Credit; Auto-Renewal Canadian Letters of Credit. (i) Each Canadian Letter of Credit shall be issued or amended, as the case may be, upon the request of the Canadian Borrower delivered to the relevant Canadian L/C Issuer (with a copy to the Canadian Administrative Agent) in the form of a Canadian Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Canadian Borrower. Such Canadian Letter of Credit Application must be received by the relevant Canadian L/C Issuer and the Canadian Administrative Agent not later than 11:00 a.m. at least two Canadian Business Days (or such later date and time as requested by the Canadian Borrower and as the relevant Canadian L/C Issuer may agree in a particular instance in its sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Canadian Letter of Credit, such Canadian Letter of Credit Application shall specify in form and detail satisfactory to the relevant Canadian L/C Issuer: (A) the proposed issuance date of the requested Canadian Letter of Credit (which shall be a Canadian Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) such other matters as the relevant Canadian L/C Issuer may require. In the case of a request for an amendment of any outstanding Canadian Letter of Credit, such Canadian Letter of Credit Application shall specify in form and detail satisfactory to the relevant Canadian L/C Issuer (1) the Canadian Letter of Credit to be amended; (2) the proposed date of amendment thereof (which shall be a Canadian Business Day); (3) the nature of the proposed amendment; and (4) such other matters as the relevant Canadian L/C Issuer may require. (ii) Promptly after receipt of any Canadian Letter of Credit Application, the relevant Canadian L/C Issuer will confirm with the Canadian Administrative Agent (by telephone or in writing) that the Canadian Administrative Agent has received a copy of such Canadian Letter of Credit Application from the Canadian Borrower and, if not, the relevant Canadian L/C Issuer will provide the Canadian Administrative Agent with a copy thereof. Upon receipt by the relevant Canadian L/C Issuer of confirmation from the Canadian Administrative Agent that the requested issuance or amendment is permitted in accordance with the terms hereof, then, subject to the terms and conditions hereof, such Canadian L/C Issuer shall, on the requested date, issue a Canadian Letter of Credit for the account of the Canadian Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with the relevant Canadian L/C Issuer's ’s usual and customary business practices. Immediately upon the issuance of each Canadian Letter of Credit, each Canadian Bank shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Canadian L/C Issuer a risk participation in such Canadian Letter of Credit in an amount equal to the product of such Canadian Bank's ’s Canadian Pro Rata Share times the amount of such Canadian Letter of Credit. (iii) If the Canadian Borrower so requests in any applicable Canadian Letter of Credit Application, the relevant Canadian L/C Issuer may, in its sole and absolute discretion, agree to issue a Canadian Letter of Credit that has automatic renewal provisions (each, a "“Canadian Auto-Renewal Letter of Credit"”); provided that any such Canadian Auto-Renewal Letter of Credit must permit the relevant Canadian L/C Issuer to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Canadian Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the "“Canadian Nonrenewal Notice Date"”) in each such twelve-month period to be agreed upon at the time such Canadian Letter of Credit is issued. Unless otherwise directed by the relevant Canadian L/C Issuer, the Canadian Borrower shall not be required to make a specific request to the relevant Canadian L/C Issuer for any such renewal. Once a Canadian Auto-Renewal Letter of Credit has been issued, the Canadian Banks shall be deemed to have authorized (but may not require) the relevant Canadian L/C Issuer to permit the renewal of such Canadian Letter of Credit at any time prior to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that the relevant Canadian L/C Issuer shall not permit any such renewal if (A) the relevant Canadian L/C Issuer has determined that it would have no obligation at such time to issue such Canadian Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Section 2A.7(a)(ii) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is two Canadian Business Days before the Canadian Nonrenewal Notice Date (1) from the Canadian Administrative Agent that the Canadian Majority Banks have elected not to permit such renewal or (2) from the Canadian Administrative Agent, any Canadian Bank or the Canadian Borrower that one or more of the applicable conditions specified in Section 3A.2 is not then satisfied. If a Default or Event of Default has occurred and is continuing immediately prior to the Letter of Credit Expiration Date, such Canadian Auto-Renewal Letter of Credit shall not be renewed. (iv) Promptly after its delivery of any Canadian Letter of Credit or any amendment to a Canadian Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the relevant Canadian L/C Issuer will also deliver to the Canadian Borrower and the Canadian Administrative Agent a true and complete copy of such Canadian Letter of Credit or amendment.

Procedures for Issuance and Amendment of Canadian Letters of Credit; Auto-Renewal Canadian Letters of Credit. (i) Each Canadian Letter of Credit shall be issued or amended, as the case may be, upon the request of the Canadian Borrower delivered to the relevant Canadian L/C Issuer (with a copy to the Canadian Administrative Agent) in the form of a Canadian Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Canadian Borrower. Such Canadian Letter of Credit Application must be received by the relevant Canadian L/C Issuer and the Canadian Administrative Agent not later than 11:00 a.m. 12:00 Noon at least two Canadian Business Days (or such later date and time as requested by the Canadian Borrower and as the relevant Canadian L/C Issuer may agree in a particular instance in its sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Canadian Letter of Credit, such Canadian Letter of Credit Application shall specify in form and detail reasonably satisfactory to the relevant Canadian L/C Issuer: (A) the proposed issuance date of the requested Canadian Letter of Credit (which shall be a Canadian Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) such other matters as the relevant Canadian L/C Issuer may require. In the case of a request for an amendment of any outstanding Canadian Letter of Credit, such Canadian Letter of Credit Application shall specify in form and detail reasonably satisfactory to the relevant Canadian L/C Issuer (1) the Canadian Letter of Credit to be amended; (2) the proposed date of amendment thereof (which shall be a Canadian Business Day); (3) the nature of the proposed amendment; and (4) such other matters as the relevant Canadian L/C Issuer may require. (ii) Promptly after receipt of any Canadian Letter of Credit Application, the relevant Canadian L/C Issuer will confirm with the Canadian Administrative Agent (by telephone or in writing) that the Canadian Administrative Agent has received a copy of such Canadian Letter of Credit Application from the Canadian Borrower and, if not, the relevant Canadian L/C Issuer will provide the Canadian Administrative Agent with a copy thereof. Upon receipt by the relevant Canadian L/C Issuer of confirmation from the Canadian Administrative Agent that the requested issuance or amendment is permitted in accordance with the terms hereof, then, subject to the terms and conditions hereof, such Canadian L/C Issuer shall, on the requested date, issue a Canadian Letter of Credit for the account of the Canadian Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with the relevant Canadian L/C Issuer's ’s usual and customary business practices. Immediately upon the issuance of each Canadian Letter of Credit, each Canadian Bank shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Canadian L/C Issuer a risk participation in such Canadian Letter of Credit in an amount equal to the product of such Canadian Bank's ’s Canadian Pro Rata Share times the amount of such Canadian Letter of Credit. (iii) If the Canadian Borrower so requests in any applicable Canadian Letter of Credit Application, the relevant Canadian L/C Issuer may, in its sole and absolute discretion, agree to issue a Canadian Letter of Credit that has automatic renewal provisions (each, a "“Canadian Auto-Renewal Letter of Credit"”); provided that any such Canadian Auto-Renewal Letter of Credit must permit the relevant Canadian L/C Issuer to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Canadian Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the "“Canadian Nonrenewal Notice Date"”) in each such twelve-month period to be agreed upon at the time such Canadian Letter of Credit is issued. Unless otherwise directed by the relevant Canadian L/C Issuer, the Canadian Borrower shall not be required to make a specific request to the relevant Canadian L/C Issuer for any such renewal. Once a Canadian Auto-Renewal Letter of Credit has been issued, the Canadian Banks shall be deemed to have authorized (but may not require) the relevant Canadian L/C Issuer to permit the renewal of such Canadian Letter of Credit at any time prior to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that the relevant Canadian L/C Issuer shall not permit any such renewal if (A) the relevant Canadian L/C Issuer has determined that it would have no obligation at such time to issue such Canadian Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Section 2A.7(a)(ii) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is two Canadian Business Days before the Canadian Nonrenewal Notice Date (1) from the Canadian Administrative Agent that the Canadian Majority Banks have elected not to permit such renewal or (2) from the Canadian Administrative Agent, any Canadian Bank or the Canadian Borrower that one or more of the applicable conditions specified in Section 3A.2 is not then satisfied. If a Default or Event of Default has occurred and is continuing immediately prior to the Letter of Credit Expiration Date, such Canadian Auto-Renewal Letter of Credit shall not be renewed. (iv) Promptly after its delivery of any Canadian Letter of Credit or any amendment to a Canadian Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the relevant Canadian L/C Issuer will also deliver to the Canadian Borrower and the Canadian Administrative Agent a true and complete copy of such Canadian Letter of Credit or amendment.

Procedures for Issuance and Amendment of Canadian Letters of Credit; Auto-Renewal Canadian Letters of Credit. (i) Each Canadian Letter of Credit shall be issued or amended, as the case may be, upon the request of the Canadian Borrower delivered to the relevant Canadian L/C Issuer (with a copy to the Canadian Administrative Agent) in the form of a Canadian Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Canadian Borrower. Such Canadian Letter of Credit Application must be received by the relevant Canadian L/C Issuer and the Canadian Administrative Agent not later than 11:00 a.m. A.M. at least two Canadian Business Days (or such later date and time as requested by the Canadian Borrower and as the relevant Canadian L/C Issuer may agree in a particular instance in its sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Canadian Letter of Credit, such Canadian Letter of Credit Application shall specify in form and detail reasonably satisfactory to the relevant Canadian L/C Issuer: (A) the proposed issuance date of the requested Canadian Letter of Credit (which shall be a Canadian Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) such other matters as the relevant Canadian L/C Issuer may require. In the case of a request for an amendment of any outstanding Canadian Letter of Credit, such Canadian Letter of Credit Application shall specify in form and detail reasonably satisfactory to the relevant Canadian L/C Issuer (1) the Canadian Letter of Credit to be amended; (2) the proposed date of amendment thereof (which shall be a Canadian Business Day); (3) the nature of the proposed amendment; and (4) such other matters as the relevant Canadian L/C Issuer may require. (ii) Promptly after receipt of any Canadian Letter of Credit Application, the relevant Canadian L/C Issuer will confirm with the Canadian Administrative Agent (by telephone or in writing) that the Canadian Administrative Agent has received a copy of such Canadian Letter of Credit Application from the Canadian Borrower and, if not, the relevant Canadian L/C Issuer will provide the Canadian Administrative Agent with a copy thereof. Upon receipt by the relevant Canadian L/C Issuer of confirmation from the Canadian Administrative Agent that the requested issuance or amendment is permitted in accordance with the terms hereof, then, subject to the terms and conditions hereof, such Canadian L/C Issuer shall, on the requested date, issue a Canadian Letter of Credit for the account of the Canadian Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with the relevant Canadian L/C Issuer's ’s usual and customary business practices. Immediately upon the issuance of each Canadian Letter of Credit, each Canadian Bank shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Canadian L/C Issuer a risk participation in such Canadian Letter of Credit in an amount equal to the product of such Canadian Bank's ’s Canadian Pro Rata Share times the amount of such Canadian Letter of Credit. (iii) If the Canadian Borrower so requests in any applicable Canadian Letter of Credit Application, the relevant Canadian L/C Issuer may, in its sole and absolute discretion, agree to issue a Canadian Letter of Credit that has automatic renewal provisions (each, a "“Canadian Auto-Renewal Letter of Credit"”); provided that any such Canadian Auto-Renewal Letter of Credit must permit the relevant Canadian L/C Issuer to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Canadian Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the "“Canadian Nonrenewal Notice Date"”) in each such twelve-month period to be agreed upon at the time such Canadian Letter of Credit is issued. Unless otherwise directed by the relevant Canadian L/C Issuer, the Canadian Borrower shall not be required to make a specific request to the relevant Canadian L/C Issuer for any such renewal. Once a Canadian Auto-Renewal Letter of Credit has been issued, the Canadian Banks shall be deemed to have authorized (but may not require) the relevant Canadian L/C Issuer to permit the renewal of such Canadian Letter of Credit at any time prior to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that the relevant Canadian L/C Issuer shall not permit any such renewal if (A) the relevant Canadian L/C Issuer has determined that it would have no obligation at such time to issue such Canadian Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Section 2A.7(a)(ii) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is two Canadian Business Days before the Canadian Nonrenewal Notice Date (1) from the Canadian Administrative Agent that the Canadian Majority Banks have elected not to permit such renewal or (2) from the Canadian Administrative Agent, any Canadian Bank or the Canadian Borrower that one or more of the applicable conditions specified in Section 3A.2 is not then satisfied. If a Default or Event of Default has occurred and is continuing immediately prior to the Letter of Credit Expiration Date, such Canadian Auto-Renewal Letter of Credit shall not be renewed. (iv) Promptly after its delivery of any Canadian Letter of Credit or any amendment to a Canadian Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the relevant Canadian L/C Issuer will also deliver to the Canadian Borrower and the Canadian Administrative Agent a true and complete copy of such Canadian Letter of Credit or amendment.