Common use of US Letters of Credit Clause in Contracts

US Letters of Credit. Each US Issuing Bank agrees, on the terms and conditions hereinafter set forth, to issue letters of credit (each, a “US Letter of Credit”) for the account of any Borrower under the US Revolving Credit Facility from time to time on any Business Day during the period from the Closing Date until 30 days before the Termination Date applicable to the US Revolving Credit Facility under clause (a)(i) of the definition of “Termination Date” (i) in an aggregate Available Amount for all US Letters of Credit not to exceed at any time the US Letter of Credit Sublimit, (ii) in an amount for each US Issuing Bank not to exceed the amount of such US Issuing Bank’s US Letter of Credit Commitment at such time (iii) in an amount for each such US Letter of Credit not to exceed an amount equal to the aggregate Unused Revolving Credit Commitments of the US Revolving Lenders at such time and (iv) issued to provide support with respect to the undertakings of the Company and/or any Subsidiary of the Company. Each US Letter of Credit shall be in an amount of $500,000 or more and shall be denominated in Dollars. No US Letter of Credit shall have an expiration date (including all rights of such Borrower or the beneficiary to require renewal) of greater than one year or later than the Termination Date applicable to the US Revolving Credit Facility under clause (a)(i) of the definition of “Termination Date”; provided that any US Letter of Credit which provides for automatic one-year extension(s) of such expiration date shall be deemed to comply with the foregoing requirement if the US Issuing Bank has the unconditional right to prevent any such automatic extension from taking place. Within the limits referred to above, any Borrower under the US Revolving Credit Facility may request the issuance of Letters of Credit under this Section 2.01(e), repay any Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional US Letters of Credit under this Section 2.01(e). If a US Letter of Credit shall be requested on behalf of a Subsidiary that is not a Borrower hereunder, the Company shall have furnished to the US Issuing Bank, in form and substance reasonably satisfactory to the US Issuing Bank, customary “know your customer” information regarding such Subsidiary at least three Business Days prior to the date of the requested issuance. Each “Existing Letter of Credit” listed on Part A of Schedule 2.01(e) shall be deemed to constitute a US Letter of Credit issued hereunder, and each Lender that is an issuer of such a US Letter of Credit shall, for purposes of Section 2.03, be deemed to be a US Issuing Bank for each such letter of credit, provided that any renewal or replacement of any such letter of credit shall be issued by an US Issuing Bank pursuant to the terms of this Agreement. The terms “issue”, “issued”, “issuance” and all similar terms, when applied to a US Letter of Credit, shall include any renewal, extension or amendment thereof.

US Letters of Credit. Each US Issuing Bank agrees, on (i) Subject to the terms and conditions hereinafter set forthof this Agreement, upon the request of US Borrower made in accordance herewith, the US Issuing Lender agrees to issue letters of credit (each, a “requested US Letter of Credit”) . By submitting a request to US Issuing Lender for the account issuance of any Borrower under the US Revolving Credit Facility from time to time on any Business Day during the period from the Closing Date until 30 days before the Termination Date applicable to the US Revolving Credit Facility under clause (a)(i) of the definition of “Termination Date” (i) in an aggregate Available Amount for all US Letters of Credit not to exceed at any time the a US Letter of Credit SublimitCredit, (ii) in an amount for each US Issuing Bank not to exceed the amount of such US Issuing Bank’s US Letter of Credit Commitment at such time (iii) in an amount for each such US Letter of Credit not to exceed an amount equal to the aggregate Unused Revolving Credit Commitments of the US Revolving Lenders at such time and (iv) issued to provide support with respect to the undertakings of the Company and/or any Subsidiary of the Company. Each US Letter of Credit shall be in an amount of $500,000 or more and shall be denominated in Dollars. No US Letter of Credit shall have an expiration date (including all rights of such Borrower or the beneficiary to require renewal) of greater than one year or later than the Termination Date applicable to the US Revolving Credit Facility under clause (a)(i) of the definition of “Termination Date”; provided that any US Letter of Credit which provides for automatic one-year extension(s) of such expiration date shall be deemed to comply with the foregoing requirement if the have requested that US Issuing Bank has Lender issue the unconditional right to prevent any such automatic extension from taking placerequested US Letter of Credit. Within the limits referred to above, any Borrower under the US Revolving Credit Facility may Each request for the issuance of Letters of Credit under this Section 2.01(e), repay any Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional US Letters of Credit under this Section 2.01(e). If a US Letter of Credit Credit, or the amendment, renewal, or extension of any outstanding US Letter of Credit, shall be requested on behalf made in writing by an Authorized Person of a Subsidiary that is not a US Borrower hereunder, the Company shall have furnished and delivered to the US Issuing BankLender via hand delivery, telefacsimile, or other electronic method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance reasonably satisfactory to the US Issuing BankLender and shall specify (A) the amount of such US Letter of Credit, customary “know your customer” information regarding such Subsidiary at least three Business Days prior to (B) the date of the requested issuance. Each “Existing , amendment, renewal, or extension of such US Letter of Credit” listed on Part A , (C) the proposed expiration date of Schedule 2.01(esuch US Letter of Credit, (D) the name and address of the beneficiary of the US Letter of Credit, and (E) such other information (including, the conditions of drawing, and, in the case of an amendment, renewal, or extension, identification of the US Letter of Credit to be so amended, renewed, or extended) as shall be deemed necessary to constitute prepare, amend, renew, or extend such US Letter of Credit. Each US Letter of Credit shall be denominated in US Dollars. Anything contained herein to the contrary notwithstanding, the US Issuing Lender may, but shall not be obligated to, issue a US Letter of Credit issued hereunderthat supports the obligations of US Borrower or its Subsidiaries (1) in respect of (x) a lease of real property, and each or (y) an employment contract, or (2) at any time that one or more of the Lenders is a Defaulting Lender. The US Issuing Lender that is an issuer of such shall have no obligation to issue a US Letter of Credit shall, for purposes if any of Section 2.03, be deemed to be a US Issuing Bank for each such letter of credit, provided that any renewal or replacement of any such letter of credit shall be issued by an US Issuing Bank pursuant the following would result after giving effect to the terms of this Agreement. The terms “issue”, “issued”, “requested issuance” and all similar terms, when applied to a US Letter of Credit, shall include any renewal, extension or amendment thereof.:

US Letters of Credit. Each US Issuing Bank agrees, on Subject to the terms and conditions hereinafter set forthof this Agreement, to issue letters of credit (eachUS Issuing Lender may, a “US Letter of Credit”) for the account of any Borrower under but shall not be required to, through the US Revolving Credit Facility Issuing Office, at any time and from time to time on any Business Day during from and after the period from the Closing Date date hereof until 30 thirty (30) days before the Termination Date applicable prior to the US Revolving Credit Facility under clause (a)(i) Maturity Date, upon the written request of the definition US Borrowers accompanied by a duly executed US Letter of “Termination Date” (i) Credit Agreement and such other documentation related to the requested US Letter of Credit as the US Issuing Lender may require, issue US Letters of Credit in US Dollars for the account of the US Borrowers, in an aggregate Available Amount amount for all US Letters of Credit issued hereunder at any one time outstanding not to exceed at any time the US Letter of Credit Sublimit, (ii) in an amount for each US Issuing Bank not to exceed the amount of such US Issuing Bank’s US Letter of Credit Commitment at such time (iii) in an amount for each such US Letter of Credit not to exceed an amount equal to the aggregate Unused Revolving Credit Commitments of the US Revolving Lenders at such time and (iv) issued to provide support with respect to the undertakings of the Company and/or any Subsidiary of the CompanyMaximum Amount. Each US Letter of Credit shall be in an a minimum face amount of $500,000 One Hundred Thousand US Dollars (US$100,000) (or more such lesser amount as may be agreed to by US Issuing Lender) and shall be denominated in Dollars. No each US Letter of Credit shall have an expiration date (including all rights of such Borrower or the beneficiary to require renewalany renewal thereof) of greater than one year or shall expire not later than the Termination Date applicable first to occur of (i) twelve (12) months after the date of issuance thereof and (ii) ten (10) Business Days prior to the US Revolving Credit Facility under clause Maturity Date in effect on the date of issuance thereof; provided, however, that the expiry date of a US Letter of Credit may, in US Issuing Lender’s discretion, be up to ninety (a)(i90) days later than the tenth Business Day prior to the US Revolving Credit Maturity Date. US Borrowers agree, on or before the tenth Business Day prior to the US Revolving Credit Maturity Date, to deposit cash collateral in the Collateral Account on terms satisfactory to the US Issuing Lender in an amount equal to 105% of the definition amount available for drawing under all US Letters of “Termination Credit expiring after the US Revolving Credit Maturity Date”; provided that , which cash collateral shall remain in the Collateral Account until (i) all original US Letters of Credit are either fully drawn upon or returned undrawn to the US Issuing Lender, (ii) US Issuing Lender has been reimbursed in full for all drawings on all US Letters of Credit, and (iii) all fees and costs of US Issuing Lender have been paid in full. The submission of all applications in respect of and the issuance of each US Letter of Credit hereunder shall be subject in all respects to such industry rules and governing law as are acceptable to the US Issuing Lender. In the event of any conflict between this Agreement and any US Letter of Credit which provides for automatic one-year extension(s) of such expiration date shall be deemed to comply with the foregoing requirement if the US Issuing Bank has the unconditional right to prevent Document other than any such automatic extension from taking place. Within the limits referred to above, any Borrower under the US Revolving Credit Facility may request the issuance of Letters of Credit under this Section 2.01(e), repay any Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional US Letters of Credit under this Section 2.01(e). If a US Letter of Credit shall be requested on behalf of a Subsidiary that is not a Borrower hereunder, the Company shall have furnished to the US Issuing Bank, in form and substance reasonably satisfactory to the US Issuing Bank, customary “know your customer” information regarding such Subsidiary at least three Business Days prior to the date of the requested issuance. Each “Existing Letter of Credit” listed on Part A of Schedule 2.01(e) shall be deemed to constitute a US Letter of Credit issued hereunder, and each Lender that is an issuer of such a US Letter of Credit shall, for purposes of Section 2.03, be deemed to be a US Issuing Bank for each such letter of credit, provided that any renewal or replacement of any such letter of credit shall be issued by an US Issuing Bank pursuant to the terms of this Agreement. The terms “issue”, “issued”, “issuance” and all similar terms, when applied to a US Letter of Credit, this Agreement shall include any renewalcontrol. On the Effective Date, extension or amendment thereofall Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from the Effective Date shall be subject to and governed by the terms and conditions hereof.

US Letters of Credit. Each US Issuing Bank agrees, on (a) Subject to the terms and conditions hereinafter set forthof this Agreement, upon the request of US Borrowers made in accordance herewith, US Issuing Lender agrees to issue, or to cause a US Underlying Issuer (including, as US Issuing Lender's agent) to issue, a requested US Letter of Credit for the account of US Borrowers. If US Issuing Lender, at its option, elects to cause a US Underlying Issuer to issue letters of credit (each, a “requested US Letter of Credit”) for the account of any Borrower under the , then US Revolving Credit Facility from time to time on any Business Day during the period from the Closing Date until 30 days before the Termination Date applicable Issuing Lender agrees that it will enter into arrangements relative to the US Revolving Credit Facility under clause (a)(i) of the definition of “Termination Date” (i) in an aggregate Available Amount for all US Letters of Credit not to exceed at any time the US Letter of Credit Sublimit, (ii) in an amount for each US Issuing Bank not to exceed the amount reimbursement of such US Issuing Bank’s US Letter of Credit Commitment at such time Underlying Issuer (iii) in which may include, among other means, by becoming an amount for each applicant with respect to such US Letter of Credit not to exceed an amount equal to the aggregate Unused Revolving Credit Commitments or entering into undertakings or other arrangements that provide for reimbursement of the such US Revolving Lenders at such time and (iv) issued to provide support Underlying Issuer with respect to such drawings under US Letter of Credit; each such obligation or undertaking, irrespective of whether in writing, a "US Reimbursement Undertaking") with respect to US Letters of Credit issued by such US Underlying Issuer for the undertakings account of US Borrowers. By submitting a request to US Issuing Lender for the Company and/or any Subsidiary issuance of a US Letter of Credit, US Borrowers shall be deemed to have requested that (i) US Issuing Lender issue or (ii) a US Underlying Issuer issue the Company. Each requested US Letter of Credit shall be (and, in an amount of $500,000 or more and shall be denominated in Dollars. No such case, to have requested US Issuing Lender to issue a US Reimbursement Undertaking with respect to such requested US Letter of Credit shall have an expiration date (including all rights of such Credit). US Borrowers acknowledge and agree that a US Borrower or the beneficiary to require renewal) of greater than one year or later than the Termination Date applicable to the US Revolving Credit Facility under clause (a)(i) of the definition of “Termination Date”; provided that any US Letter of Credit which provides for automatic one-year extension(s) of such expiration date is and shall be deemed to comply be an applicant (within the meaning of Section 5-102(a)(2) of the Code) with the foregoing requirement if the respect to each US Issuing Bank has the unconditional right to prevent any such automatic extension from taking placeUnderlying Letter of Credit. Within the limits referred to above, any Borrower under the US Revolving Credit Facility may Each request for the issuance of Letters of Credit under this Section 2.01(e), repay any Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional US Letters of Credit under this Section 2.01(e). If a US Letter of Credit Credit, or the amendment, renewal, or extension of any outstanding US Letter of Credit, shall be requested on behalf of a Subsidiary that is not a Borrower hereunder, the Company shall have furnished made in writing by an Authorized Person and delivered to the US Issuing BankLender via hand delivery, telefacsimile, or other electronic method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance reasonably satisfactory to the US Issuing Bank, customary “know your customer” information regarding such Subsidiary at least three Business Days prior to the date of the requested issuance. Each “Existing Letter of Credit” listed on Part A of Schedule 2.01(eLender and (i) shall be deemed to constitute a US Letter of Credit issued hereunder, and each Lender that is an issuer specify (A) the amount of such a US Letter of Credit shall, for purposes of Section 2.03, be deemed to be a US Issuing Bank for each such letter of credit, provided that any renewal or replacement of any such letter of credit shall be issued by an US Issuing Bank pursuant to the terms of this Agreement. The terms “issue”, “issued”, “issuance” and all similar terms, when applied to a US Letter of Credit, shall include any (B) the date of issuance, amendment, renewal, or extension of such US Letter of Credit, (C) the proposed expiration date of such US Letter of Credit, (D) the name and address of the beneficiary of the US Letter of Credit, and (E) such other information (including, the conditions to drawing, and, in the case of an amendment, renewal, or amendment thereofextension, identification of the US Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such US Letter of Credit, and (ii) shall be accompanied by such Issuer Documents as Agent, US Issuing Lender or US Underlying Issuer may request or require, to the extent that such requests or requirements are consistent with the Issuer Documents that US Issuing Lender or US Underlying Issuer generally requests for US Letters of Credit in similar circumstances.

US Letters of Credit. Each US Issuing Bank agrees, on (a) Subject to the terms and conditions hereinafter set forthof this Agreement, upon the request of US Borrowers made in accordance herewith, US Issuing Bank agrees to issue letters of credit (each, a “requested US Letter of Credit”) . By submitting a request to US Issuing Bank for the account issuance of any Borrower under the US Revolving Credit Facility from time to time on any Business Day during the period from the Closing Date until 30 days before the Termination Date applicable to the US Revolving Credit Facility under clause (a)(i) of the definition of “Termination Date” (i) in an aggregate Available Amount for all US Letters of Credit not to exceed at any time the a US Letter of Credit SublimitCredit, (ii) in an amount for each US Issuing Bank not to exceed the amount of such US Issuing Bank’s US Letter of Credit Commitment at such time (iii) in an amount for each such US Letter of Credit not to exceed an amount equal to the aggregate Unused Revolving Credit Commitments of the US Revolving Lenders at such time and (iv) issued to provide support with respect to the undertakings of the Company and/or any Subsidiary of the Company. Each US Letter of Credit shall be in an amount of $500,000 or more and shall be denominated in Dollars. No US Letter of Credit shall have an expiration date (including all rights of such Borrower or the beneficiary to require renewal) of greater than one year or later than the Termination Date applicable to the US Revolving Credit Facility under clause (a)(i) of the definition of “Termination Date”; provided that any US Letter of Credit which provides for automatic one-year extension(s) of such expiration date Borrowers shall be deemed to comply with the foregoing requirement if the have requested that US Issuing Bank has issue the unconditional right to prevent any such automatic extension from taking placerequested Letter of Credit. Within the limits referred to above, any Borrower under the US Revolving Credit Facility may Each request for the issuance of Letters of Credit under this Section 2.01(e), repay any Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional US Letters of Credit under this Section 2.01(e). If a US Letter of Credit Credit, or the amendment, renewal, or extension of any outstanding US Letter of Credit, shall be requested on behalf made in writing by an Authorized Person of a Subsidiary that is not a US Borrower hereunder, the Company shall have furnished and delivered to the US Issuing BankBank via hand delivery, telefacsimile, or other electronic method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance reasonably satisfactory to the US Issuing BankBank and (i) shall specify (A) the amount of such US Letter of Credit, customary “know your customer” information regarding such Subsidiary at least three Business Days prior to (B) the date of the requested issuance. Each “Existing , amendment, renewal, or extension of such US Letter of Credit” listed on Part A , (C) the proposed expiration date of Schedule 2.01(esuch US Letter of Credit, (D) the name and address of the beneficiary of the US Letter of Credit, and (E) such other information (including, the conditions of drawing, and, in the case of an amendment, renewal, or extension, identification of the US Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such US Letter of Credit, and (ii) shall be deemed accompanied by such Issuer Documents as US Agent or US Issuing Bank may request or require. Anything contained herein to constitute the contrary notwithstanding, US Issuing Bank may, but shall not be obligated to, issue or cause the issuance of a US Letter of Credit issued hereunderthat supports the obligations of US Borrowers or their Subsidiaries (1) in respect of (A) a lease of real property, or (B) an employment contract, or (2) at any time that one or more of the Lenders is a Defaulting Lender, unless such US Letter of Credit is fully supported as a result of either or both of the following: (i) such Defaulting Lender’s Pro Rata Share of such US Letter of Credit shall be reallocated among all other Lenders with a US Revolver Commitment that are non-Defaulting Lenders in proportion with their Pro Rata Shares of the US Revolver Commitment, but only to the extent that, after giving effect to such reallocation, US Revolver Usage does not exceed the sum of all such non-Defaulting Lenders’ Pro Rata Share of the US Revolver Commitment; and each Lender (ii) to the extent that such US Letter of Credit exceeds the amount that is permitted to be reallocated pursuant to the immediately preceding clause (i) or if there is no such reallocation, US Borrowers shall have provided cash collateral to US Agent to hold on behalf of US Borrowers, on terms and conditions reasonably satisfactory to US Issuing Bank and US Agent, in an issuer amount equal to such excess. Any Letter of Credit fee payable to US Agent pursuant to Section 2.6(b) otherwise payable to a Defaulting Lender with respect to any portion of such Defaulting Lender’s Pro Rata Share in any US Letter of Credit reallocated pursuant to the preceding sentence shall be payable instead to the non-Defaulting Lenders in proportion to their Pro Rata Share of such non-Defaulting Lenders’ Pro Rata Share in any US Letter of Credit so allocated to them. In the event that a Defaulting Lender ceases to be a Defaulting Lender then the portion of such Defaulting Lender’s Pro Rata Share in any US Letter of Credit reallocated to non-Defaulting Lenders pursuant to this Section 2.11(a) shall be reallocated to such previously Defaulting Lender and, from and after (and in respect of Letter of Credit fees pursuant to Section 2.6(b) accruing from and after) the date of such reallocation, such previously Defaulting Lender shall be entitled to receive any Letter of Credit fees payable in respect of such previously Defaulting Lender’s Pro Rata Share in any US Letter of Credit previously reallocated to the non-Defaulting Lenders. The US Issuing Bank shall have no obligation to issue a US Letter of Credit shall, for purposes if any of Section 2.03, be deemed to be a US Issuing Bank for each such letter of credit, provided that any renewal or replacement of any such letter of credit shall be issued by an US Issuing Bank pursuant the following would result after giving effect to the terms of this Agreement. The terms “issue”, “issued”, “requested issuance” and all similar terms, when applied to a US Letter of Credit, shall include any renewal, extension or amendment thereof.:

US Letters of Credit. Each US Issuing Bank agrees, on the terms and conditions hereinafter set forth, to issue letters of credit (each, a “US Letter of Credit”) for the account of any Borrower under the US Revolving Credit Facility from time to time on any Business Day during the period from the Closing Date until 30 days before the Termination Date applicable to the US Revolving Credit Facility under clause (a)(i) of the definition of “Termination Date” (i) in an aggregate Available Amount for all US Letters of Credit not to Sealed Air — Credit Agreement exceed at any time the US Letter of Credit Sublimit, (ii) in an amount for each US Issuing Bank not to exceed the amount of such US Issuing Bank’s US Letter of Credit Commitment at such time (iii) in an amount for each such US Letter of Credit not to exceed an amount equal to the aggregate Unused Revolving Credit Commitments of the US Revolving Lenders at such time and (iv) issued to provide support with respect to the undertakings of the Company and/or any Subsidiary of the Company. Each US Letter of Credit shall be in an amount of $500,000 or more and shall be denominated in Dollars. No US Letter of Credit shall have an expiration date (including all rights of such Borrower or the beneficiary to require renewal) of greater than one year or later than the Termination Date applicable to the US Revolving Credit Facility under clause (a)(i) of the definition of “Termination Date”; provided that any US Letter of Credit which provides for automatic one-year extension(s) of such expiration date shall be deemed to comply with the foregoing requirement if the US Issuing Bank has the unconditional right to prevent any such automatic extension from taking place. Within the limits referred to above, any Borrower under the US Revolving Credit Facility may request the issuance of Letters of Credit under this Section 2.01(e), repay any Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional US Letters of Credit under this Section 2.01(e). If a US Letter of Credit shall be requested on behalf of a Subsidiary that is not a Borrower hereunder, the Company shall have furnished to the US Issuing Bank, in form and substance reasonably satisfactory to the US Issuing Bank, customary “know your customer” information regarding such Subsidiary at least three Business Days prior to the date of the requested issuance. Each “Existing US Letter of Credit” listed on Part A of Schedule 2.01(e) shall be deemed to constitute a US Letter of Credit issued hereunder, and each Lender that is an issuer of such a US Letter of Credit shall, for purposes of Section 2.03, be deemed to be a an US Issuing Bank for each such letter of credit, provided that any renewal or replacement of any such letter of credit shall be issued by an US Issuing Bank pursuant to the terms of this Agreement. The terms “issue”, “issued”, “issuance” and all similar terms, when applied to a US Letter of Credit, shall include any renewal, extension or amendment thereof.

US Letters of Credit. Each US Issuing Bank agrees, on (i) Subject to the terms and conditions hereinafter set forthof this Agreement, the US Issuing Lender agrees to issue letters of credit for the account of US Borrowers (each, a “US Letter L/C”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, a “US L/C Undertaking”) with respect to letters of Credit”credit issued by a US Underlying Issuer (as of the Closing Date, the prospective US Underlying Issuer is to be Xxxxx Fargo) for the account of any Borrower under US Borrowers. Each request for the US Revolving Credit Facility from time to time on any Business Day during the period from the Closing Date until 30 days before the Termination Date applicable to the US Revolving Credit Facility under clause (a)(i) issuance of the definition of “Termination Date” (i) in an aggregate Available Amount for all US Letters of Credit not to exceed at any time the a US Letter of Credit Sublimitor the amendment, (ii) in an amount for each US Issuing Bank not to exceed the amount renewal, or extension of such US Issuing Bank’s US Letter of Credit Commitment at such time (iii) in an amount for each such US Letter of Credit not to exceed an amount equal to the aggregate Unused Revolving Credit Commitments of the US Revolving Lenders at such time and (iv) issued to provide support with respect to the undertakings of the Company and/or any Subsidiary of the Company. Each outstanding US Letter of Credit shall be made in writing by an Authorized Person and delivered to the applicable US Issuing Lender and Administrative Agent via hand delivery, telefacsimile, or other electronic method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance satisfactory to the US Issuing Lender in its Permitted Discretion and shall specify (i) the amount of $500,000 or more and shall be denominated in Dollars. No such US Letter of Credit shall have an expiration date Credit, (including all rights of ii) the currency in which amounts under such Borrower or the beneficiary to require renewal) of greater than one year or later than the Termination Date applicable to the US Revolving Credit Facility under clause (a)(i) of the definition of “Termination Date”; provided that any US Letter of Credit which provides for automatic one-year extension(s) of such expiration date shall be deemed to comply with the foregoing requirement if the US Issuing Bank has the unconditional right to prevent any such automatic extension from taking place. Within the limits referred to above, any Borrower under the US Revolving Credit Facility may request the issuance of Letters of Credit under this Section 2.01(e), repay any Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional US Letters of Credit under this Section 2.01(e). If a US Letter of Credit shall be payable, (iii) the date of issuance, amendment, renewal, or extension of such US Letter of Credit, (iv) the expiration date of such US Letter of Credit, (v) the name and address of the beneficiary thereof (or the beneficiary of the US Underlying Letter of Credit, as applicable), and (vi) such other information (including, in the case of an amendment, renewal, or extension, identification of the outstanding US Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such US Letter of Credit. If requested on behalf of a Subsidiary that is not a Borrower hereunder, the Company shall have furnished to by the US Issuing BankLender, in form and substance reasonably satisfactory US Borrowers also shall be an applicant under the application with respect to any US Underlying Letter of Credit that is to be the subject of a US L/C Undertaking. The US Issuing Bank, customary “know your customer” information regarding such Subsidiary at least three Business Days prior Lender shall have no obligation to the date of the requested issuance. Each “Existing Letter of Credit” listed on Part A of Schedule 2.01(e) shall be deemed to constitute issue a US Letter of Credit issued hereunder, and each Lender that is an issuer if any of the following would result after giving effect to the issuance of such a US Letter of Credit shall, for purposes of Section 2.03, be deemed to be a US Issuing Bank for each such letter of credit, provided that any renewal or replacement of any such letter of credit shall be issued by an US Issuing Bank pursuant to the terms of this Agreement. The terms “issue”, “issued”, “issuance” and all similar terms, when applied to a requested US Letter of Credit, shall include any renewal, extension or amendment thereof.:

US Letters of Credit. Each (a) During the Availability Period, each US Issuing Bank agreesBank, in reliance upon the agreements of the US Lenders pursuant to Section 2.5(d), agrees to issue, at the request of the Borrower Representative, US Letters of Credit for the account of any Loan Party (excluding the Canadian Borrowers) on the terms and conditions hereinafter set forth; provided, that each US Letter of Credit shall expire on the date that is two (2) Business Days prior to issue letters of credit the Commitment Termination Date; and (each, a “ii) the US Borrowers may not request any US Letter of Credit”, if, after giving effect to such issuance (A) for the account of any Borrower under aggregate US LC Exposure would exceed the US LC Commitment or (B) the aggregate US Revolving Credit Facility from time to time on any Business Day during Exposure of all US Lenders would exceed the period from the Closing Date until 30 days before the Termination Date applicable to the Aggregate US Revolving Credit Facility under clause (a)(i) Commitment Amount. Upon the issuance of the definition of “Termination Date” (i) in an aggregate Available Amount for all US Letters of Credit not to exceed at any time the each US Letter of Credit SublimitCredit, (ii) in an amount for each US Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant US Issuing Bank not to exceed the amount of such US Issuing Bank’s US Letter of Credit Commitment at such time (iii) without recourse a participation in an amount for each such US Letter of Credit not to exceed an amount equal to such US Lender’s Pro Rata Share of the aggregate Unused Revolving Credit Commitments of the US Revolving Lenders at amount available to be drawn under such time and (iv) issued to provide support with respect to the undertakings of the Company and/or any Subsidiary of the Company. Each US Letter of Credit shall be in an amount of $500,000 or more and shall be denominated in DollarsCredit. No US Letter of Credit shall have an expiration date (including all rights of such Borrower or the beneficiary to require renewal) of greater than one year or later than the Termination Date applicable to the US Revolving Credit Facility under clause (a)(i) of the definition of “Termination Date”; provided that any US Letter of Credit which provides for automatic one-year extension(s) of such expiration date shall be deemed to comply with the foregoing requirement if the US Issuing Bank has the unconditional right to prevent any such automatic extension from taking place. Within the limits referred to above, any Borrower under the US Revolving Credit Facility may request the Each issuance of Letters of Credit under this Section 2.01(e), repay any Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional US Letters of Credit under this Section 2.01(e). If a US Letter of Credit shall be requested on behalf deemed to utilize the US Revolving Commitment of a Subsidiary that is not a Borrower hereunder, the Company shall have furnished each US Lender by an amount equal to the US Issuing Bank, in form and substance reasonably satisfactory to the US Issuing Bank, customary “know your customer” information regarding amount of such Subsidiary at least three Business Days prior to the date participation. As of the requested issuance. Each “Closing Date, each of the Existing Letter US Letters of Credit” listed on Part A of Schedule 2.01(e) Credit shall be deemed to constitute have been issued under the US Revolving Commitments pursuant to this Section and each US Lender is deemed to have purchased a participation in all Existing US Letter Letters of Credit issued hereunder, and each Lender that is an issuer of such a US Letter of Credit shall, for purposes of in accordance with this Section 2.03, be deemed to be a US Issuing Bank for each such letter of credit, provided that any renewal or replacement of any such letter of credit shall be issued by an US Issuing Bank pursuant to the terms of this Agreement. The terms “issue”, “issued”, “issuance” and all similar terms, when applied to a US Letter of Credit, shall include any renewal, extension or amendment thereof2.5.

US Letters of Credit. Each US Issuing Bank agrees, on (a) Subject to the terms and conditions hereinafter set forthof this Agreement, upon the request of the US Borrowers made in accordance herewith, and prior to the Maturity Date, Issuing Bank agrees to issue letters Letters of credit (each, Credit for the account of the US Borrowers. By submitting a “request to Issuing Bank for the issuance of a US Letter of Credit”) for the account of any Borrower under , the US Revolving Credit Facility from time to time on any Business Day during the period from the Closing Date until 30 days before the Termination Date applicable to the US Revolving Credit Facility under clause (a)(i) of the definition of “Termination Date” (i) in an aggregate Available Amount for all US Letters of Credit not to exceed at any time the US Letter of Credit Sublimit, (ii) in an amount for each US Issuing Bank not to exceed the amount of such US Issuing Bank’s US Letter of Credit Commitment at such time (iii) in an amount for each such US Letter of Credit not to exceed an amount equal to the aggregate Unused Revolving Credit Commitments of the US Revolving Lenders at such time and (iv) issued to provide support with respect to the undertakings of the Company and/or any Subsidiary of the Company. Each US Letter of Credit shall be in an amount of $500,000 or more and shall be denominated in Dollars. No US Letter of Credit shall have an expiration date (including all rights of such Borrower or the beneficiary to require renewal) of greater than one year or later than the Termination Date applicable to the US Revolving Credit Facility under clause (a)(i) of the definition of “Termination Date”; provided that any US Letter of Credit which provides for automatic one-year extension(s) of such expiration date Borrowers shall be deemed to comply with the foregoing requirement if the US have requested that Issuing Bank has issue the unconditional right to prevent any such automatic extension from taking placerequested US Letter of Credit. Within the limits referred to above, any Borrower under the US Revolving Credit Facility may Each request for the issuance of Letters of Credit under this Section 2.01(e), repay any Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional US Letters of Credit under this Section 2.01(e). If a US Letter of Credit Credit, or the amendment, renewal, or extension of any outstanding US Letter of Credit, shall be irrevocable and shall be made in writing by an Authorized Person and delivered to Issuing Bank via telefacsimile or other electronic method of transmission reasonably acceptable to Issuing Bank and reasonably in advance of the requested on behalf date of a Subsidiary that is not a Borrower hereunderissuance, the Company amendment, renewal, or extension. Each such request shall have furnished to the US Issuing Bank, be in form and substance reasonably satisfactory to Issuing Bank and (i) shall specify (A) the amount of such US Issuing BankLetter of Credit, customary “know your customer” information regarding such Subsidiary at least three Business Days prior to (B) the date of the requested issuance. Each “Existing , amendment, renewal, or extension of such US Letter of Credit” listed on Part A , (C) the proposed expiration date of Schedule 2.01(esuch US Letter of Credit, (D) the name and address of the beneficiary of the US Letter of Credit, and (E) such other information (including, the conditions to drawing, and, in the case of an amendment, renewal, or extension, identification of the US Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such US Letter of Credit, and (ii) shall be deemed accompanied by such Issuer Documents as Agent or Issuing Bank may request or require, to constitute the extent that such requests or requirements are consistent with the Issuer Documents that Issuing Bank generally requests for US Letters of Credit in similar circumstances. Issuing Bank’s records of the content of any such request will be conclusive. Anything contained herein to the contrary notwithstanding, Issuing Bank may, but shall not be obligated to, issue a US Letter of Credit issued hereunder, and each Lender that is supports the obligations of the US Borrowers in respect of (x) a lease of real property or (y) an issuer of such a US Letter of Credit shall, for purposes of Section 2.03, be deemed to be a US Issuing Bank for each such letter of credit, provided that any renewal or replacement of any such letter of credit shall be issued by an US Issuing Bank pursuant to the terms of this Agreement. The terms “issue”, “issued”, “issuance” and all similar terms, when applied to a US Letter of Credit, shall include any renewal, extension or amendment thereofemployment contract.

US Letters of Credit. Each (a) During the Revolving Availability Period, each US Issuing Bank agreesBank, in reliance upon the agreements of the US Lenders pursuant to Section 2.5(d), agrees to issue, at the request of the Borrower Representative, US Letters of Credit for the account of any Loan Party (excluding the Canadian Borrowers) on the terms and conditions hereinafter set forth; provided, that each US Letter of Credit shall expire on the date that is two (2) Business Days prior to issue letters of credit (each, a “the Revolving Commitment Termination Date; and the US Borrower may not request any US Letter of Credit”, if, after giving effect to such issuance (A) for the account of any Borrower under aggregate US LC Exposure would exceed the US LC Commitment or (B) the aggregate US Revolving Credit Facility from time to time on any Business Day during Exposure of all US Lenders would exceed the period from the Closing Date until 30 days before the Termination Date applicable to the Aggregate US Revolving Credit Facility under clause (a)(i) Commitment Amount. Upon the issuance of the definition of “Termination Date” (i) in an aggregate Available Amount for all US Letters of Credit not to exceed at any time the each US Letter of Credit SublimitCredit, (ii) in an amount for each US Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant US Issuing Bank not to exceed the amount of such US Issuing Bank’s US Letter of Credit Commitment at such time (iii) without recourse a participation in an amount for each such US Letter of Credit not to exceed an amount equal to such US Lender’s Pro Rata Share of the aggregate Unused Revolving Credit Commitments of the US Revolving Lenders at amount available to be drawn under such time and (iv) issued to provide support with respect to the undertakings of the Company and/or any Subsidiary of the Company. Each US Letter of Credit shall be in an amount of $500,000 or more and shall be denominated in DollarsCredit. No US Letter of Credit shall have an expiration date (including all rights of such Borrower or the beneficiary to require renewal) of greater than one year or later than the Termination Date applicable to the US Revolving Credit Facility under clause (a)(i) of the definition of “Termination Date”; provided that any US Letter of Credit which provides for automatic one-year extension(s) of such expiration date shall be deemed to comply with the foregoing requirement if the US Issuing Bank has the unconditional right to prevent any such automatic extension from taking place. Within the limits referred to above, any Borrower under the US Revolving Credit Facility may request the Each issuance of Letters of Credit under this Section 2.01(e), repay any Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional US Letters of Credit under this Section 2.01(e). If a US Letter of Credit shall be requested on behalf deemed to utilize the US Revolving Commitment of a Subsidiary that is not a Borrower hereunder, the Company shall have furnished each US Lender by an amount equal to the US Issuing Bank, in form and substance reasonably satisfactory to the US Issuing Bank, customary “know your customer” information regarding amount of such Subsidiary at least three Business Days prior to the date participation. As of the requested issuance. Each “Closing Date, each of the Existing Letter US Letters of Credit” listed on Part A of Schedule 2.01(e) Credit shall be deemed to constitute have been issued under the US Revolving Commitments pursuant to this Section and each US Lender is deemed to have purchased a participation in all Existing US Letter Letters of Credit issued hereunder, and each Lender that is an issuer of such a US Letter of Credit shall, for purposes of in accordance with this Section 2.03, be deemed to be a US Issuing Bank for each such letter of credit, provided that any renewal or replacement of any such letter of credit shall be issued by an US Issuing Bank pursuant to the terms of this Agreement. The terms “issue”, “issued”, “issuance” and all similar terms, when applied to a US Letter of Credit, shall include any renewal, extension or amendment thereof2.5.