amount heretofore mutually agreed in
writing.
2.8.
Canadian Letters of Credit.
Subject to the terms and conditions of
this Agreement, the Canadian Commitments may be utilized, upon the request of
the Canadian Borrower, in addition to the Loans provided for by subsection 2.2
hereof, by the issuance by the Canadian Issuing Bank of standby letters of
credit ("Canadian Letters of Credit") for the account of the Canadian Borrower,
provided that in no event shall (i) the aggregate amount of all Letter of Credit
Liabilities under the Canadian Commitments, together with the aggregate
outstanding principal amount of the C$ Loans, exceed the aggregate amount of the
Canadian Commitments as in effect from time to time and (ii) the expiration date
of any Canadian Letter of Credit extend beyond the earlier of the Commitment
Termination Date and the date one year following the issuance of such Canadian
Letter of Credit (provided that any Canadian Letter of Credit with a one-year
tenor may provide for the renewal thereof for additional one-year periods, which
periods shall in any event not extend beyond the Commitment Termination Date).
Prior to the issuance of any Canadian Letter of Credit, the Administrative Agent
shall have first determined, and advised the relevant Canadian Issuing Bank,
that the requested amount of Canadian Letters of Credit shall be available under
the Canadian Commitments
The following additional provisions shall apply to Canadian Letters of Credit:
(A)
THE CANADIAN BORROWER SHALL GIVE THE CANADIAN ADMINISTRATIVE AGENT AT LEAST
THREE BUSINESS DAYS' IRREVOCABLE PRIOR NOTICE (EFFECTIVE UPON RECEIPT)
SPECIFYING THE BUSINESS DAY (WHICH SHALL BE NO LATER THAN 5 DAYS PRECEDING THE
COMMITMENT TERMINATION DATE) ON WHICH EACH CANADIAN LETTER OF CREDIT IS TO BE
ISSUED AND THE ACCOUNT PARTY OR PARTIES THEREFOR AND DESCRIBING IN REASONABLE
DETAIL THE PROPOSED TERMS OF SUCH CANADIAN LETTER OF CREDIT (INCLUDING THE
BENEFICIARY THEREOF) AND THE NATURE OF THE TRANSACTIONS OR OBLIGATIONS PROPOSED
TO BE SUPPORTED THEREBY.
UPON RECEIPT OF ANY SUCH NOTICE, THE CANADIAN
ADMINISTRATIVE AGENT SHALL DETERMINE THE AMOUNT OF LETTERS OF CREDIT THAT ARE
AVAILABLE UNDER THE CANADIAN COMMITMENTS AND ADVISE THE CANADIAN ISSUING BANK OF
THE CONTENTS THEREOF.
THE CANADIAN ISSUING BANK SHALL NOTIFY THE CANADIAN
ADMINISTRATIVE AGENT OF THE ISSUANCE OF ANY CANADIAN LETTER OF CREDIT AND OF ANY
DRAWING THEREUNDER OR TERMINATION OR EXPIRY THEREOF.
(B)
ON EACH DAY DURING THE PERIOD COMMENCING WITH THE ISSUANCE BY THE CANADIAN
ISSUING BANK OF ANY CANADIAN LETTER OF CREDIT AND UNTIL SUCH CANADIAN LETTER OF
CREDIT SHALL HAVE EXPIRED OR BEEN TERMINATED, THE CANADIAN COMMITMENT OF EACH
CANADIAN LENDER SHALL BE DEEMED TO BE UTILIZED FOR ALL PURPOSES OF THIS
AGREEMENT IN AN AMOUNT EQUAL TO SUCH CANADIAN LENDER'S C$ COMMITMENT PERCENTAGE
OF THE THEN UNDRAWN STATED AMOUNT OF SUCH CANADIAN LETTER OF CREDIT. EACH
CANADIAN LENDER (OTHER THAN THE CANADIAN ISSUING BANK) AGREES THAT, UPON THE
ISSUANCE OF ANY CANADIAN LETTER OF CREDIT HEREUNDER, IT SHALL AUTOMATICALLY
ACQUIRE A PARTICIPATION IN THE CANADIAN ISSUING BANK'S RIGHTS AND OBLIGATIONS
UNDER SUCH CANADIAN LETTER