CANADIAN ISSUER SHALL DISTRIBUTE TO SUCH
CANADIAN LENDER WHICH HAS PAID ALL AMOUNTS PAYABLE BY IT UNDER THIS SUBSECTION
2.15(C)(II) WITH RESPECT TO SUCH DRAWING SUCH CANADIAN LENDER'S COMMITMENT
PERCENTAGE OF ANY INTEREST RECEIVED BY THE CANADIAN ISSUER IN RESPECT OF THAT
PORTION OF SUCH DRAWING SO REIMBURSED BY SUCH CANADIAN LENDER.
(D)
THE OBLIGATION OF (X) THE COMPANY TO REIMBURSE THE ISSUER FOR
DRAWINGS MADE UNDER THE LETTERS OF CREDIT ISSUED BY IT AND TO REPAY ANY
REVOLVING LOANS MADE BY THE U.S. LENDERS PURSUANT TO SUBSECTION 2.15(B)(I) AND
THE OBLIGATIONS OF THE U.S. LENDERS UNDER SUBSECTION 2.15(C)(I), AND (Y) THE
CANADIAN COMPANY TO REIMBURSE THE CANADIAN ISSUER FOR DRAWINGS MADE UNDER THE
CANADIAN LETTERS OF CREDIT ISSUED BY IT AND TO REPAY ANY CANADIAN LOANS MADE BY
THE CANADIAN LENDERS PURSUANT TO SUBSECTION 2.15(B)(II) AND THE OBLIGATIONS OF
THE CANADIAN LENDERS UNDER SUBSECTION 2.15(C)(II), SHALL ALL BE UNCONDITIONAL
AND IRREVOCABLE AND SHALL BE PAID STRICTLY IN ACCORDANCE WITH THE TERMS OF THIS
AGREEMENT UNDER ALL CIRCUMSTANCES INCLUDING, WITHOUT LIMITATION, THE FOLLOWING
CIRCUMSTANCES:
(I)
ANY LACK OF VALIDITY OR ENFORCEABILITY OF ANY LETTER OF CREDIT OR
CANADIAN LETTER OF CREDIT;
(II)
THE EXISTENCE OF ANY CLAIM, SET-OFF, DEFENSE OR OTHER RIGHT WHICH
THE COMPANY, THE CANADIAN COMPANY OR ANY LENDER MAY HAVE AT ANY TIME AGAINST A
BENEFICIARY OR ANY TRANSFEREE OF ANY LETTER OF CREDIT OR CANADIAN LETTER OF
CREDIT (OR ANY PERSONS FOR WHOM ANY SUCH TRANSFEREE MAY BE ACTING), THE ISSUER,
THE CANADIAN ISSUER OR OTHER LENDER OR ANY OTHER PERSON OR, IN THE CASE OF A
LENDER, AGAINST THE COMPANY OR THE CANADIAN COMPANY, WHETHER IN CONNECTION WITH
THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREIN OR ANY UNRELATED
TRANSACTION (INCLUDING ANY UNDERLYING TRANSACTION BETWEEN THE COMPANY, THE
CANADIAN COMPANY OR ONE OF ITS RESPECTIVE SUBSIDIARIES AND THE BENEFICIARY FOR
WHICH ANY LETTER OF CREDIT OR CANADIAN LETTER OF CREDIT WAS PROCURED);
56
(III)
ANY DRAFT, DEMAND, CERTIFICATE OR OTHER DOCUMENT PRESENTED UNDER
ANY LETTER OF CREDIT OR CANADIAN LETTER OF CREDIT PROVING TO BE FORGED,
FRAUDULENT, INVALID OR INSUFFICIENT IN ANY RESPECT OR ANY STATEMENT THEREIN
BEING UNTRUE OR INACCURATE IN ANY RESPECT;
(IV)
PAYMENT BY THE ISSUER UNDER ANY LETTER OF CREDIT OR BY THE
CANADIAN ISSUER UNDER ANY CANADIAN LETTER OF CREDIT AGAINST PRESENTATION OF A
DEMAND, DRAFT OR CERTIFICATE OR OTHER DOCUMENT WHICH DOES NOT COMPLY WITH THE
TERMS OF SUCH LETTER OF CREDIT OR CANADIAN LETTER OF CREDIT (ABSENT THE ISSUER'S
OR THE CANADIAN ISSUER'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT);
(V)
ANY ADVERSE CHANGE IN THE BUSINESS, OPERATIONS, PROPERTIES,
ASSETS, CONDITION (FINANCIAL OR OTHERWISE) OR PROSPECTS OF THE COMPANY OR ANY OF
ITS SUBSIDIARIES;
(VI)
ANY BREACH OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT BY ANY
PARTY THERETO;
(VII)
ANY OTHER CIRCUMSTANCE OR HAPPENING WHATSOEVER, WHETHER OR NOT
SIMILAR TO ANY OF THE FOREGOING; OR
(VIII)
THE FACT THAT AN EVENT OF DEFAULT OR A DEFAULT SHALL HAVE OCCURRED
AND BE CONTINUING;
provided, however, that after paying in full its