THE CANADIAN ISSUING BANK OF EACH CANADIAN LETTER OF CREDIT
SHALL, IN ADDITION TO THE CONDITIONS PRECEDENT SET FORTH IN SECTION 7 OF THE
CREDIT AGREEMENT, BE SUBJECT TO THE CONDITIONS PRECEDENT THAT (I) SUCH CANADIAN
LETTER OF CREDIT SHALL BE IN SUCH FORM, CONTAIN SUCH TERMS AND SUPPORT SUCH
TRANSACTIONS AS SHALL BE SATISFACTORY TO THE CANADIAN ISSUING BANK CONSISTENT
WITH ITS THEN CURRENT PRACTICES AND PROCEDURES WITH RESPECT TO LETTERS OF CREDIT
OF THE SAME TYPE, (II) SUCH CANADIAN LETTER OF CREDIT SHALL BE DENOMINATED IN
CANADIAN DOLLARS AND (III) THE CANADIAN BORROWER SHALL HAVE EXECUTED AND
DELIVERED SUCH APPLICATIONS, AGREEMENTS AND OTHER INSTRUMENTS RELATING TO SUCH
CANADIAN LETTER OF CREDIT AS THE CANADIAN ISSUING BANK SHALL HAVE REASONABLY
REQUESTED CONSISTENT WITH ITS THEN CURRENT PRACTICES AND PROCEDURES WITH RESPECT
TO LETTERS OF CREDIT OF THE SAME TYPE, PROVIDED THAT IN THE EVENT OF ANY
CONFLICT BETWEEN ANY SUCH APPLICATION, AGREEMENT OR OTHER INSTRUMENT AND THE
PROVISIONS OF THIS AGREEMENT OR ANY SECURITY DOCUMENT, THE PROVISIONS OF THIS
AGREEMENT AND THE SECURITY DOCUMENTS SHALL CONTROL.
(J)
TO THE EXTENT THAT ANY CANADIAN LENDER SHALL FAIL TO PAY ANY AMOUNT
REQUIRED TO BE PAID PURSUANT TO PARAGRAPH (E) OR (F) OF THIS SUBSECTION 2.8 ON
THE DUE DATE THEREFOR, SUCH CANADIAN LENDER SHALL PAY INTEREST TO THE CANADIAN
ISSUING BANK (THROUGH THE CANADIAN ADMINISTRATIVE AGENT) ON SUCH AMOUNT FROM AND
INCLUDING SUCH DUE DATE TO BUT EXCLUDING THE DATE SUCH PAYMENT IS MADE AT THE
RATE DETERMINED BY THE CANADIAN ADMINISTRATIVE AGENT IN ITS DISCRETION AS THE
APPROPRIATE RATE FOR INTERBANK SETTLEMENTS, PROVIDED THAT IF SUCH CANADIAN
LENDER SHALL FAIL TO MAKE SUCH PAYMENT TO THE CANADIAN ISSUING BANK WITHIN THREE
BUSINESS DAYS OF SUCH DUE DATE, THEN, RETROACTIVELY TO THE DUE DATE, SUCH
CANADIAN LENDER SHALL BE OBLIGATED TO PAY INTEREST ON SUCH AMOUNT AT THE RATE
THEN PAYABLE BY THE CANADIAN BORROWER ON SUCH AMOUNT.
(K)
THE ISSUANCE BY THE CANADIAN ISSUING BANK OF ANY MODIFICATION OR SUPPLEMENT
TO ANY CANADIAN LETTER OF CREDIT HEREUNDER SHALL BE SUBJECT TO THE SAME
CONDITIONS AS ARE APPLICABLE UNDER THIS SUBSECTION 2.8 TO THE ISSUANCE OF NEW
CANADIAN LETTERS OF CREDIT, AND NO SUCH MODIFICATION OR SUPPLEMENT SHALL BE
ISSUED HEREUNDER UNLESS EITHER (I) THE RESPECTIVE CANADIAN LETTER OF CREDIT
AFFECTED THEREBY WOULD HAVE COMPLIED WITH SUCH CONDITIONS HAD IT ORIGINALLY BEEN
ISSUED HEREUNDER IN SUCH MODIFIED OR SUPPLEMENTED FORM OR (II) EACH CANADIAN
LENDER SHALL HAVE CONSENTED THERETO.
The Company and the Canadian Borrower hereby jointly and severally indemnify and
hold harmless each Canadian Lender (including the Canadian Issuing Bank and the
Canadian Administrative Agent) from and against any and all claims and damages,
losses,
17
liabilities, costs or expenses that such Canadian Lender or the Canadian
Administrative Agent may incur (or that may be claimed against such Canadian
Lender or the Canadian Administrative Agent by any Person whatsoever) by reason
of or in connection with the execution and delivery or transfer of or payment or
refusal to