Common use of Issuance of U.S. Letters of Credit Clause in Contracts

Issuance of U.S. Letters of Credit. Subject to the terms and conditions hereof, the US Borrowers shall have the right, in addition to US Revolving Credit Loans provided for in Section 2.1, to utilize the US Revolving Credit Commitments from time to time prior to the Maturity Date by obtaining the issuance of either Documentary Letters of Credit or Standby Letters of Credit for the account of any US Operating Borrower by an Issuing Bank if such US Operating Borrower shall so request in the notice referred to in Section 2.3(d)(1) (each such letter of credit being referred to as a "US LETTER OF CREDIT", and collectively referred to as the "US LETTERS OF CREDIT"); provided, however, that, after giving effect to the issuance of any Letter of Credit, the Allocated US Revolving Credit Exposure of the applicable US Operating Borrower to which such Letter of Credit relates shall not exceed the US Borrowing Base of such US Operating Borrower minus Availability Reserves applicable to such US Operating Borrower, and that the Aggregate US Revolving Credit Exposure at any one time outstanding shall not exceed the US Maximum Available Amount in effect at such time and the aggregate of all US Letter of Credit Liabilities and the Dollar Equivalent of all Canadian Letter of Credit Liabilities at any one time outstanding shall not exceed $100,000,000. US Letters of Credit shall be denominated in Dollars and may be issued to support the obligations of the US Operating Borrowers only. Upon the date of the issuance of a US Letter of Credit, the applicable Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each US Revolving Lender, and each US Revolving Lender shall be deemed, without further action by any party hereto, to have purchased from such Issuing Bank, a participation, to the extent of such applicable Lender's US Revolving Credit Percentage, in such US Letter of Credit and the related US Letter of Credit Liabilities. The parties hereto acknowledge and agree that it is intended that in respect of US Letters of Credit, the Account Party will be one of the US Operating Borrowers and that all US Letter of Credit Liabilities under each such US Letter of Credit shall be allocated to the US Borrowing Base of the US Operating Borrower who is the Account Party thereof consistent with Section 2.2(a)(2) hereof.

Issuance of U.S. Letters of Credit. Subject to the terms and conditions hereof, the US Borrowers shall have the right, in addition to US Revolving Credit Loans provided for in Section 2.1, to utilize the US Revolving Credit Commitments from time to time prior to the Maturity Date by obtaining the issuance of either Documentary Letters of Credit or Standby Letters of Credit for the account of any US Operating Borrower by an Issuing Bank if such US Operating Borrower shall so request in the notice referred to in Section 2.3(d)(1) (each such letter of credit being referred to as a "US LETTER OF CREDIT", and collectively referred to as the "US LETTERS OF CREDIT"); provided, however, that, after giving effect to the issuance of any US Letter of Credit, (1) the Allocated US Revolving Credit Exposure of the applicable US Operating Borrower to which such Letter of Credit relates shall not exceed the US Borrowing Base of such US Operating Borrower minus Availability Reserves applicable to such US Operating Borrower, and that (2) the Aggregate US Revolving Credit Exposure at any one time outstanding shall not exceed the US Maximum Available Amount in effect at such time time, and (3) the aggregate of all US Letter of Credit Liabilities and the Dollar Equivalent of all Canadian Letter of Credit Liabilities at any one time outstanding shall not exceed $100,000,000200,000,000. US Letters of Credit shall be denominated in Dollars and may be issued to support the obligations of the US Operating Borrowers only. Upon the date of the issuance of a US Letter of Credit, the applicable Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each US Revolving Lender, and each US Revolving Lender shall be deemed, without further action by any party hereto, to have purchased from such Issuing Bank, a participation, to the extent of such applicable Lender's US Revolving Credit Percentage, in such US Letter of Credit and the related US Letter of Credit Liabilities. The parties hereto acknowledge and agree that it is intended that in respect of US Letters of Credit, the Account Party will be one of the US Operating Borrowers and that all US Letter of Credit Liabilities under each such US Letter of Credit shall be allocated to the US Borrowing Base of the US Operating Borrower who is the Account Party thereof consistent with Section 2.2(a)(2) hereof.

Issuance of U.S. Letters of Credit. Subject to the terms and conditions hereof, the US Borrowers shall have the right, in addition to US Revolving Credit Loans provided for in Section 2.1, to utilize the US Revolving Credit Commitments from time to time prior to the Maturity Date by obtaining the issuance of either Documentary Letters of Credit or Standby Letters of Credit for the account accounts of any of the US Operating Borrower Borrowers by an Issuing Bank if such the US Operating Borrower Borrowers shall so request in the notice referred to in Section 2.3(d)(1) (each such letter of credit being referred to as a "US LETTER OF CREDIT", and collectively referred to as the "US LETTERS OF CREDIT"); provided, however, that, after giving effect to the issuance of any Letter of Credit, the Allocated US Revolving Credit Exposure of the applicable US Operating Borrower to which such Letter of Credit relates shall not exceed the US Borrowing Base of such US Operating Borrower minus Availability Reserves applicable to such US Operating Borrower, and that the Aggregate US Revolving Credit Exposure at any one time outstanding shall not exceed the US Maximum Available Amount in effect at such time and the aggregate of all US Letter of Credit Liabilities and the Dollar Equivalent of all Canadian Letter of Credit Liabilities at any one time outstanding shall not exceed $100,000,00040,000,000; provided, that the aggregate of all US Letter of Credit Liabilities and Canadian Letter of Credit Liabilities at any one time outstanding under Letters of Credit issued to support the obligations of Credit Parties who are not Borrowers shall not exceed $10,000,000. US Letters of Credit shall be denominated in Dollars and may be issued to support the obligations of the US Operating Borrowers and the other Credit Parties (other than the Canadian Borrowers) only. Upon the date of the issuance of a US Letter of Credit, the applicable Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each US Revolving Lender, and each US Revolving Lender shall be deemed, without further action by any party hereto, to have purchased from such Issuing Bank, a participation, to the extent of such applicable Lender's US Revolving Credit Percentage, in such US Letter of Credit and the related US Letter of Credit Liabilities. The parties hereto acknowledge and agree that it is intended that in respect of US Letters of Credit, the Account Party will be one of the US Operating Borrowers and that all US Letter of Credit Liabilities under each such US Letter of Credit shall be allocated to the US Borrowing Base of the US Operating Borrower who is the Account Party thereof consistent with Section 2.2(a)(2) hereof.

Issuance of U.S. Letters of Credit. Subject to the terms and conditions hereof, the US Borrowers shall have the right, in addition to US Revolving Credit Loans provided for in Section 2.1, to utilize the US Revolving Credit Commitments from time to time prior to the Maturity Date by obtaining the issuance of either Documentary Letters of Credit or Standby Letters of Credit for the account accounts of any of the US Operating Borrower Borrowers by an Issuing Bank if such the US Operating Borrower Borrowers shall so request in the notice referred to in Section 2.3(d)(1) (each such letter letters of credit being referred to as a "US LETTER OF CREDIT", and collectively referred to as the "US LETTERS OF CREDIT"); provided, however, that, after giving effect to the issuance of any Letter of Credit, the Allocated US Revolving Credit Exposure of the applicable US Operating Borrower to which such Letter of Credit relates shall not exceed the US Borrowing Base of such US Operating Borrower minus Availability Reserves applicable to such US Operating Borrower, and that the Aggregate US Revolving Credit Exposure at any one time outstanding shall not exceed the US Maximum Available Amount in effect at such time and the aggregate of all US Letter of Credit Liabilities and the Dollar Equivalent of all Canadian Letter of Credit Liabilities at any one time outstanding shall not exceed $100,000,00010,000,000. US Letters of Credit shall be denominated in Dollars and may be issued to support the obligations of the US Operating Borrowers only. Upon the date of the issuance of a US Letter of Credit, the applicable Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each US Revolving Lender, and each US Revolving Lender shall be deemed, without further action by any party hereto, to have purchased from such Issuing Bank, a participation, to the extent of such applicable Lender's US Revolving Credit Percentage, in such US Letter of Credit and the related US Letter of Credit Liabilities. The parties hereto acknowledge and agree that it is intended that in respect of US Letters of Credit, the Account Party will be one of the US Operating Borrowers and that all US Letter of Credit Liabilities under each such US Letter of Credit shall be allocated to the US Borrowing Base of the US Operating Borrower who is the Account Party thereof consistent with Section 2.2(a)(2) hereof.

Issuance of U.S. Letters of Credit. Subject Each US Fronting Bank agrees to the terms and conditions hereof, the issue US Borrowers shall have the right, in addition to US Revolving Credit Loans provided for in Section 2.1, to utilize the US Revolving Credit Commitments from time to time prior to the Maturity Date by obtaining the issuance of either Documentary Letters of Credit or Standby Letters of Credit for the account of any US Operating Borrower by an Issuing Bank if or any Restricted Subsidiaries from time to time until five Business Days prior to the US Facility Commitment Termination Date, in Dollars, on the terms set forth herein, including the following: (a) Each US Borrower acknowledges that each US Fronting Bank’s willingness to issue any US Letter of Credit is conditioned upon such US Operating Borrower shall so request in the notice referred to in Section 2.3(d)(1) (each such letter Fronting Bank’s receipt of credit being referred to as a "US LETTER OF CREDIT", and collectively referred to as the "US LETTERS OF CREDIT"); provided, however, that, after giving effect LC Application with respect to the issuance of any requested US Letter of Credit, the Allocated US Revolving Credit Exposure of the applicable US Operating Borrower to which as well as such Letter of Credit relates shall not exceed the US Borrowing Base of other instruments and agreements as such US Operating Borrower minus Availability Reserves applicable Fronting Bank may customarily require for issuance of a letter of credit of similar type and amount. No US Fronting Bank shall have any obligation to such US Operating Borrower, and that the Aggregate US Revolving Credit Exposure at issue any one time outstanding shall not exceed the US Maximum Available Amount in effect at such time and the aggregate of all US Letter of Credit Liabilities unless (i) such US Fronting Bank and Agent receive a US LC Application at least three Business Days prior to the Dollar Equivalent of all Canadian Letter of Credit Liabilities at any one time outstanding shall not exceed $100,000,000. US Letters of Credit shall be denominated in Dollars and may be issued to support the obligations of the US Operating Borrowers only. Upon the requested date of the issuance; (ii) each US LC Condition is satisfied; and (iii) if a Defaulting Lender that is a US Facility Lender exists, such Defaulting Lender or US Borrowers have entered into arrangements reasonably satisfactory to Agent and such US Fronting Bank to eliminate any funding risk associated with such Defaulting Lender. If a US Fronting Bank receives written notice from a US Facility Lender at least three Business Days before issuance of a US Letter of CreditCredit that any US LC Condition has not been satisfied, the applicable Issuing such US Fronting Bank shall be deemed, without further action by any party hereto, have no obligation to have sold to each US Revolving Lender, and each US Revolving Lender shall be deemed, without further action by any party hereto, to have purchased from such Issuing Bank, a participation, to issue the extent of such applicable Lender's US Revolving Credit Percentage, in such requested US Letter of Credit and (or any other) until such notice is withdrawn in writing by such US Facility Lender or until the related Required US Letter Facility Lenders have waived such condition in accordance with this Agreement. Prior to receipt of Credit Liabilities. The parties hereto acknowledge and agree that it is intended that in respect any such notice, a US Fronting Bank shall not be deemed to have knowledge of any failure of US Letters LC Conditions. (b) The renewal or extension of Credit, the Account Party will be one of the US Operating Borrowers and that all US Letter of Credit Liabilities under each such any US Letter of Credit shall be allocated treated as the issuance of a new US Letter of Credit, except that delivery of a new US LC Application shall only be required at the discretion of the applicable US Fronting Bank. No US Fronting Bank shall renew or extend any US Letter of Credit if it receives written notice from Agent or the Required US Facility Lenders of the existence of a Default or Event of Default. (c) The US Borrowers assume all risks of the acts, omissions or misuses of any US Letter of Credit by the beneficiary. In connection with issuance of any US Letter of Credit, none of Agent, any US Fronting Bank or any Lender shall be responsible for the existence, character, quality, quantity, condition, packing, value or delivery of any goods purported to be represented by any Documents; any differences or variation in the character, quality, quantity, condition, packing, value or delivery of any goods from that expressed in any Documents; the form, validity, sufficiency, accuracy, genuineness or legal effect of any Documents or of any endorsements thereon; the time, place, manner or order in which shipment of goods is made; partial or incomplete shipment of, or failure to ship, any goods referred to in a US Letter of Credit or Documents; any deviation from instructions, delay, default or fraud by any shipper or other Person in connection with any goods, shipment or delivery; any breach of contract between a shipper or vendor and a US Borrower or Restricted Subsidiary; errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, telecopy, e-mail, telephone or otherwise; errors in interpretation of technical terms; the misapplication by a beneficiary of any US Letter of Credit or the proceeds thereof; or any consequences arising from causes beyond the control of any US Fronting Bank, Agent or any US Facility Lender, including any act or omission of a Governmental Authority. The rights and remedies of each US Fronting Bank under the Loan Documents shall be cumulative. Each US Fronting Bank shall be fully subrogated to the rights and remedies of each beneficiary whose claims against US Borrowing Base Borrowers or Restricted Subsidiaries are discharged with proceeds of any US Letter of Credit issued by such US Fronting Bank. (d) In connection with its administration of and enforcement of rights or remedies under any US Letters of Credit or US LC Documents, each US Fronting Bank shall be entitled to act, and shall be fully protected in acting, upon any certification, documentation or communication in whatever form believed by such US Fronting Bank, in good faith, to be genuine and correct and to have been signed, sent or made by a proper Person. Each US Fronting Bank may consult with and employ legal counsel, accountants and other experts to advise it concerning its obligations, rights and remedies, and shall be entitled to act upon, and shall be fully protected in any action taken in good faith reliance upon, any advice given by such experts. Each US Fronting Bank may employ agents and attorneys-in-fact in connection with any matter relating to US Letters of Credit or US LC Documents, and shall not be liable for the negligence or misconduct of agents and attorneys-in-fact selected with reasonable care. (e) Schedule 1.1(b) contains a description of letters of credit under the heading “Existing US Letters of Credit” that were issued by a US Facility Lender for the account of a US Borrower or Restricted Subsidiary prior to the Closing Date and which remain outstanding on the Closing Date (and setting forth, with respect to each such letter of credit, (i) the name of the issuing lender, (ii) the letter of credit number, (iii) the name of the account party, (iv) the stated amount (which shall be Dollars), (v) the name of the beneficiary, (vi) the expiry date and (vii) whether such letter of credit constitutes a standby letter of credit or a trade letter of credit). Each US Operating Borrower who is and each US Facility Lender hereby acknowledges and agrees that each such letter of credit, including any extension or renewal thereof in accordance with the Account Party terms thereof consistent and hereof (each, as amended from time to time in accordance with Section 2.2(a)(2the terms thereof and hereof, an “Existing US Letter of Credit”) hereofshall constitute a “US Letter of Credit” for all purposes of this Agreement and, notwithstanding anything to the contrary stated in any such Existing US Letter of Credit (including, without limitation, the account party named therein), shall be deemed issued on the Closing Date for the account of the Applicable US Borrower or Restricted Subsidiary.

Issuance of U.S. Letters of Credit. Subject to the terms and conditions hereof, the US Borrowers shall have the right, in addition to US Revolving Credit Loans provided for in Section 2.1, to utilize the US Revolving Credit Commitments from time to time prior to the Maturity Date by obtaining the to obtain issuance of either Documentary Letters of Credit or Standby Letters of Credit for the account of any US Operating Borrower by from an Issuing Bank if such US Operating Borrower Agent shall so request in the notice referred to in Section 2.3(d)(1) (each such letter of credit being referred to as a "“US LETTER OF CREDIT"Letter of Credit”, and collectively referred to as the "“US LETTERS OF CREDIT"Letters of Credit”); provided, however, that, after giving effect to the issuance of any US Letter of Credit, (1) the Allocated US Revolving Credit Exposure of the applicable US Operating Borrower to which such Letter of Credit relates shall not exceed the US Borrowing Base of such US Operating Borrower minus Availability Reserves applicable to such US Operating BorrowerBorrowers, and that (2) the Aggregate US Revolving Credit Exposure at any one time outstanding shall not exceed the US Maximum Available Amount in effect at such time time, and (3) the aggregate of all US Letter of Credit Liabilities and the Dollar Equivalent of all Canadian Letter of Credit Liabilities at any one time outstanding shall not exceed $100,000,000200,000,000. US Letters of Credit shall be denominated in Dollars and may be issued to support the obligations of the US Operating Borrowers only. Upon the date of the issuance of a US Letter of Credit, the applicable Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each US Revolving Lender, and each US Revolving Lender shall be deemed, without further action by any party hereto, to have purchased from such Issuing Bank, a participation, to the extent of such applicable Lender's ’s US Revolving Credit Percentage, in such US Letter of Credit and the related US Letter of Credit Liabilities. The parties hereto acknowledge and agree that it is intended that in respect of US Letters of Credit, the Account Party will be one of the US Operating Borrowers and that all US Letter of Credit Liabilities under each such US Letter of Credit shall be allocated to the US Borrowing Base of the US Operating Borrower who is the Account Party thereof consistent with Section 2.2(a)(2) hereofBase.

Issuance of U.S. Letters of Credit. (a) Subject to the terms terms, conditions and conditions hereofprovisions set forth in this Loan Agreement, Summit Bank, in its capacity as the Issuing Bank for US Letters of Credit, agrees to issue for the account of the US Borrowers one or more US Letters of Credit in an aggregate face amount at any one time outstanding (taken together with any and all US Reimbursement Obligations then outstanding) not to exceed the US Letter of Credit Sublimit, from time to time during the period commencing on the Closing Date and ending on a Business Day at least sixty (60) Business Days preceding the US Revolving Credit Termination Date. The US Letter of Credit Obligations shall constitute financial accommodations under the US Revolving Credit Loan Facility and shall reduce availability thereunder by the stated amount of such US Letter of Credit Obligations. Each US Letter of Credit (1) shall be denominated in US Dollars, (2) shall be in all instances either a standby letter of credit or a documentary/commercial letter of credit and (3) shall expire no later than thirty (30) days prior to the US Revolving Credit Termination Date; PROVIDED, HOWEVER, the Issuing Bank agrees to issue US Letters of Credit which expire later then the date which is thirty (30) days prior to the US Revolving Credit Termination Date; PROVIDED THAT (A) all US Lenders then holding a US Revolving Credit Commitment shall have given their prior express written consent to such issuance and (B) the US Borrowers shall have deposited in an interest-bearing cash collateral account opened by the rightUS Collateral Agent as collateral security for such US Letters of Credit, Cash or Cash Equivalents in an amount equal to the face amount of such US Letters of Credit. Each US Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the Laws of the State of New Jersey. (b) In addition to being subject to the satisfaction of the conditions precedent contained in SECTION 3.02 hereof, the obligation of the Issuing Bank to issue any US Revolving Letter of Credit Loans provided for is subject to the satisfaction in Section 2.1, to utilize full of the following conditions: (1) the US Revolving Credit Commitments from time to time prior Borrowers shall have delivered to the Maturity Date by obtaining Issuing Bank at such times and in such manner as the Issuing Bank may prescribe, a Letter of Credit Reimbursement Agreement and such other documents and materials as may be required pursuant to the terms thereof and the terms of the proposed US Letter of Credit shall be reasonably satisfactory to the Issuing Bank thereof; (2) immediately after the issuance of either Documentary Letters of Credit or Standby Letters of Credit for the account of any US Operating Borrower by an Issuing Bank if such US Operating Borrower shall so request in the notice referred to in Section 2.3(d)(1) (each such letter of credit being referred to as a "US LETTER OF CREDIT", and collectively referred to as the "US LETTERS OF CREDIT"); provided, however, that, after giving effect to the issuance of any Letter of Credit, the Allocated aggregate principal amount of US Revolving Credit Exposure of the applicable US Operating Borrower to which such Letter of Credit relates Obligations then existing shall not exceed the US Borrowing Base Letter of such US Operating Borrower minus Availability Reserves applicable Credit Sublimit; and (3) as of the date of issuance, no order, judgment or decree of any court, arbitrator or Governmental Authority shall purport by its terms to such US Operating Borrower, and that enjoin or restrain the Aggregate US Revolving Credit Exposure at any one time outstanding shall not exceed Issuing Bank from issuing the US Maximum Available Amount in effect at such time and the aggregate of all US Letter of Credit Liabilities and no Law applicable to the Dollar Equivalent Issuing Bank and no request or directive (whether or not having the force of all Canadian Letter of Credit Liabilities at Law and whether or not the failure to comply therewith would be unlawful) from any one time outstanding Governmental Authority with jurisdiction over the Issuing Bank shall not exceed $100,000,000. US Letters of Credit shall be denominated in Dollars and may be issued to support prohibit or request that the obligations of the US Operating Borrowers only. Upon the date of Issuing Bank refrain from the issuance of letters of credit generally or the issuance of such US Letter of Credit. (c) To open a US Letter of Credit, the applicable US Borrowers shall give the Issuing Bank at least three (3) Business Days' prior written notice at the following address: Summit Bank, 000 Xxxxxx Xxxxxx, Xxxxxxxx, Xxx Xxxxxx 00000 not later than 10:00 A.M. (Cranford, New Jersey time) on the requested issuance date thereof under this Loan Agreement. Such notice shall be deemedirrevocable and shall specify (A) the stated amount of the US Letter of Credit requested, without further action by any party hereto(B) the effective date (which day shall be a Business Day) of issuance of such requested US Letter of Credit, (C) the date on which such requested US Letter of Credit is to have sold expire (which date shall be a Business Day), (D) the Person for whose benefit the requested US Letter of Credit is to each be issued, (E) the stated amount of then outstanding US Letter of Credit Obligations and (F) the principal amount of then outstanding US Revolving Lender, and each US Revolving Lender Credit Loans. A copy of such notice shall be deemeddelivered by facsimile to the Administrative Agent contemporaneously therewith at the Administrative Agent's Hackensack, without further action by New Jersey address. (d) Notwithstanding any party heretoprovisions to the contrary in any Letter of Credit Reimbursement Agreement: (1) the US Borrowers shall unconditionally reimburse the Issuing Bank for drawings under such US Letter of Credit no later than the time specified in such Letter of Credit Reimbursement Agreement, irrespective of any claim, set-off, defense or other right which the US Borrowers may have at any time against any Agent, the Issuing Bank and/or any of the US Lenders, except with respect to have purchased from such Agent's, the Issuing Bank, 's and/or any US Lender's gross negligence or willful misconduct; and (2) in connection with a participationUS Letter of Credit issued by the Issuing Bank, to the extent of any US Reimbursement Obligation is not paid when due, such applicable Lender's US Reimbursement Obligation shall be automatically converted to a US Revolving Credit PercentageLoan, in the form of a Base Rate Loan, payable to the Issuing Bank in its capacity as a US Lender holding a US Revolving Credit Commitment, in the amount of such US Reimbursement Obligation and made in accordance with the terms, conditions and provisions of SECTION 2.01(i) of this Loan Agreement; and (3) any US Reimbursement Obligation with respect to any US Letter of Credit which is converted to a US Revolving Credit Loan under CLAUSE (2) above shall bear interest from the date of the relevant drawing under the pertinent US Letter of Credit at the Default Rate applicable to Base Rate Loans described in SECTION 2.05(i)(a) hereof, until repaid in full; and (4) With respect to all US Letters of Credit which, on or before the US Revolving Credit Termination Date, have not been presented for honor, notwithstanding the occurrence of the US Revolving Credit Termination Date and the satisfaction of all other Obligations under the Loan Documents, the US Borrowers' Obligations under the Loan Documents shall continue after the US Revolving Credit Termination Date and the Liens granted under and pursuant to the Loan Documents shall continue to secure such US Letter of Credit Obligations until all amounts paid or to be paid by the Issuing Bank under such US Letters of Credit have been reimbursed and all such original US Letters of Credit have been returned to the Issuing Bank for cancellation; PROVIDED, HOWEVER, that the US Collateral Agent may release the Liens under the Loan Documents (but not the other Obligations thereunder) upon (A) the deposit by the US Borrowers in an interest-bearing cash collateral account opened by the US Collateral Agent of an amount in Cash or Cash Equivalents equal to the aggregate amount of the US Letter of Credit Obligations to collateralize the US Reimbursement Obligations with respect to such US Letters of Credit or (B) an indemnification agreement from a financial institution or "back-up" letters of credit issued by a financial institution in favor of the Issuing Bank all in form and substance reasonably satisfactory to the US Collateral Agent. Notwithstanding, the payment of all other Obligations under the Loan Documents, the US Reimbursement Obligations associated with such US Letters of Credit shall accrue interest in accordance with SECTION 2.01(vi)(d)(3) above until such US Reimbursement Obligations have been satisfied in full; and (5) With respect to any US Reimbursement Obligation, such US Reimbursement Obligation shall: (A) be payable by the US Borrowers upon demand, (B) be deemed to be a US Revolving Credit Loan as described in SECTION 2.01(vi)(d)(2) above, (C) bear interest from the date of payment by the Issuing Bank at the interest rate applicable to Base Rate Loans described in SECTION 2.05(i)(a) below, until repaid in full and (D) be subject to immediate reimbursement by the US Lenders to the Issuing Bank, in an amount equal to each US Lender's Pro Rata Credit Share of the US Revolving Credit Commitments. (e) No action taken or omitted to be taken by the Issuing Bank under or in connection with any US Letter of Credit (except in connection with its gross negligence or willful misconduct) shall put the Issuing Bank under any resulting liability to the US Borrowers and/or any US Lender or, subject to SUBPARAGRAPH (B) above, relieve any US Lender of its obligations hereunder to reimburse the Issuing Bank. In the event this Loan Agreement and any Letter of Credit Reimbursement Agreement are inconsistent, the terms of this Loan Agreement shall prevail. In determining whether to pay under any US Letter of Credit, the Issuing Bank shall have no obligation to the other US Lenders other than to confirm that any documents required to be delivered under such US Letter of Credit appear to have been delivered and that they appear on their face to comply with the requirements of such US Letter of Credit. (1) Immediately upon issuance by the Issuing Bank of any US Letter of Credit for the account of the US Borrowers in accordance with the procedures set forth in this SECTION 2.01(vi), each US Lender holding a US Revolving Credit Commitment shall be deemed to have irrevocably and unconditionally purchased and received from the Issuing Bank WITHOUT RECOURSE TO OR WARRANTY from the Issuing Bank an undivided interest in such US Letter of Credit in the amount of such US Lender's Pro Rata Share of the US Revolving Credit Commitments (including, without limitation, all obligations of the US Borrowers with respect thereto other than amounts owing to the Issuing Bank under SECTION 2.05(ii) hereof) and any security therefor or guaranty pertaining thereto. (2) If the related Issuing Bank makes any payment under any US Letter of Credit Liabilities(whether prior or subsequent to the US Revolving Credit Termination Date) and the US Borrowers do not repay such amount to the Issuing Bank pursuant to SECTION 2.01(vi)(d)(1) above or effect a Borrowing as provided for in SECTION 2.01(vi)(d)(2) above, the Administrative Agent shall promptly notify the US Lenders holding US Revolving Credit Commitments of such failure, and each such other US Lender shall promptly and unconditionally pay to the Administrative Agent for the account of the Issuing Bank the amount of such US Lender's Pro Rata Share of such payment, in US Dollars and in immediately available funds, and the Administrative Agent shall promptly pay such amount, and any other amounts received by the Administrative Agent for the Issuing Bank's account pursuant to this SECTION 2.01(vi)(f), to the Issuing Bank. If the Administrative Agent so notifies a US Lender prior to 10:00 A.M. (Cranford, New Jersey time) on any Business Day, such US Lender shall make available to the Administrative Agent for the account of the Issuing Bank, its Pro Rata Share of the amount of such payment on such Business Day in US Dollars and in immediately available funds in Cranford, New Jersey. If and to the extent such US Lender shall not have so made its Pro Rata Share of the amount of such payment available to the Administrative Agent for the account of the Issuing Bank, such US Lender hereby agrees to pay to the Administrative Agent for the account of the Issuing Bank forthwith on demand such amount together with interest thereon, for each day from the date such payment was first due until the date such amount is paid to the Administrative Agent for the account of the Issuing Bank, at the Federal Funds Effective Rate for three (3) Business Days and thereafter at the Base Rate. The parties hereto acknowledge failure of any US Lender to make available to the Administrative Agent for the account of the Issuing Bank its Pro Rata Share of any such payment shall not relieve any other US Lender of its obligation hereunder to make available to the Administrative Agent for the account of the Issuing Bank its Pro Rata Share of any payment on the date such payment is to be made. (3) Whenever the Issuing Bank receives a payment on account of a US Reimbursement Obligation, including any interest thereon, as to which the Administrative Agent has previously received payments from the US Lenders holding US Revolving Credit Commitments for the account of the Issuing Bank pursuant to this SECTION 2.01(vi)(f), it shall promptly pay to the Administrative Agent, and agree that it is intended that the Administrative Agent shall promptly pay to each US Lender which has funded its participating interest therein, in Hackensack, New Jersey, in US Dollars and in the kind of funds so received, an amount equal to such US Lender's Pro Rata Share thereof. Each such payment shall be made by the Issuing Bank or the Administrative Agent, as the case may be, on the Business Day on which such Person receives the funds paid to such Person pursuant to the preceding sentence, if received prior to 10:00 A.M. (Cranford, New Jersey time) on such Business Day, and otherwise on the next succeeding Business Day. (4) The obligations of any US Lender holding a US Revolving Credit Commitment to make payments to the Administrative Agent for the account of the Issuing Bank with respect to a US Letter of Credit issued on behalf of the US Letters Borrowers by such Issuing Bank shall be irrevocable, shall not be subject to any qualification or exception whatsoever and shall be honored in accordance with the terms and conditions of this Loan Agreement under all circumstances (subject to the terms, conditions and provisions of SECTION 2.01(vi)(b) above) including, without limitation any of the following circumstances (except in connection with the gross negligence or willful misconduct of the Issuing Bank): (A) any lack of validity or enforceability of this Loan Agreement or any of the other Loan Documents; (B) the existence of any claim, set-off, defense or other right which the US Borrowers may have at any time against a beneficiary named in a US Letter of Credit or any transferee of any US Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Issuing Bank, any US Lender or any other Person, whether in connection with this Loan Agreement, any US Letter of Credit, the Account Party will be one of transactions contemplated herein or any unrelated transactions (including any underlying transactions between the US Operating Borrowers and that all the beneficiary named in any US Letter of Credit); (C) any draft, certificate of any other document presented under any US Letter of Credit Liabilities proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (D) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; (E) any failure by the Administrative Agent or the Issuing Bank to make any reports required pursuant to SECTION 2.09(v) below; or (F) the occurrence of any Event of Default or Potential Event of Default. (1) The US Borrowers hereby unconditionally agree to pay to the Issuing Bank the amount of all US Reimbursement Obligations, interest and other amounts payable to the Issuing Bank under each or in connection with any US Letter of Credit issued on behalf of one or more of the US Borrowers immediately when due, irrespective of any claim, set-off, defense or other right which the US Borrowers may have at any time against the Issuing Bank or any other Person. (2) In the event any payment by the US Borrowers received by the Issuing Bank with respect to such US Letter of Credit shall be allocated and distributed by the Administrative Agent to the US Borrowing Base Lenders holding a US Revolving Credit Commitment on account of their participations is thereafter set aside, avoided or recovered from the Issuing Bank in connection with any receivership, liquidation or bankruptcy proceeding or otherwise, each US Lender which received such distribution shall, upon demand by the Issuing Bank, contribute such US Lender's Pro Rata Share of the US Operating Borrower who is amount set aside, avoided or recovered together with interest at the Account Party thereof consistent with Section 2.2(a)(2) hereofrate required to be paid by the Issuing Bank upon the amount required to be repaid by it.

Issuance of U.S. Letters of Credit. Subject to the terms and conditions hereof, the US Borrowers shall have the right, in addition to US Revolving Credit Loans provided for in Section 2.1, to utilize the US Revolving Credit Commitments from time to time prior to the Maturity Date by obtaining the issuance of either Documentary Letters of Credit or Standby Letters of Credit for the account accounts of any of the US Operating Borrower Borrowers by an Issuing Bank if such the US Operating Borrower Borrowers shall so request in the notice referred to in Section 2.3(d)(1) (each such letter of credit being referred to as a "US LETTER OF CREDITLetter of Credit", and collectively referred to as the "US LETTERS OF CREDITLetters of Credit"); provided, however, that, after giving effect to the issuance of any Letter of Credit, the Allocated US Revolving Credit Exposure of the applicable US Operating Borrower to which such Letter of Credit relates shall not exceed the US Borrowing Base of such US Operating Borrower minus Availability Reserves applicable to such US Operating Borrower, and that the Aggregate US Revolving Credit Exposure at any one time outstanding shall not exceed the US Maximum Available Amount in effect at such time and the aggregate of all US Letter of Credit Liabilities and the Dollar Equivalent of all Canadian Letter of Credit Liabilities at any one time outstanding shall not exceed $100,000,00010,000,000. US Letters of Credit shall be denominated in Dollars and may be issued to support the obligations of the US Operating Borrowers only. Upon the date of the issuance of a US Letter of Credit, the applicable Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each US Revolving Lender, and each US Revolving Lender shall be deemed, without further action by any party hereto, to have purchased from such Issuing Bank, a participation, to the extent of such applicable Lender's US Revolving Credit Percentage, in such US Letter of Credit and the related US Letter of Credit Liabilities. The parties hereto acknowledge and agree that it is intended that in respect of US Letters of Credit, the Account Party will be one of the US Operating Borrowers and that all US Letter of Credit Liabilities under each such US Letter of Credit shall be allocated to the US Borrowing Base of the US Operating Borrower who is the Account Party thereof consistent with Section 2.2(a)(2) hereof.

Issuance of U.S. Letters of Credit. Subject to the terms and conditions hereof, the US Borrowers shall have the right, in addition to US Revolving Credit Loans provided for in Section 2.1, to utilize the US Revolving Credit Commitments from time to time prior to the Maturity Date by obtaining the issuance of either Documentary Letters of Credit or Standby Letters of Credit for the account accounts of any of the US Operating Borrower Borrowers by an Issuing Bank if such the US Operating Borrower Borrowers shall so request in the notice referred to in Section 2.3(d)(1) (each such letter of credit being referred to as a "US LETTER OF CREDIT", and collectively referred to as the "US LETTERS OF CREDIT"); provided, however, that, after giving effect to the issuance of any Letter of Credit, the Allocated US Revolving Credit Exposure of the applicable US Operating Borrower to which such Letter of Credit relates shall not exceed the US Borrowing Base of such US Operating Borrower minus Availability Reserves applicable to such US Operating Borrower, and that the Aggregate US Revolving Credit Exposure at any one time outstanding shall not exceed the US Maximum Available Amount in effect at such time and the aggregate of all US Letter of Credit Liabilities and the Dollar Equivalent of all Canadian Letter of Credit Liabilities at any one time outstanding shall not exceed $100,000,00040,000,000. US Letters of Credit shall be denominated in Dollars and may be issued to support the obligations of the US Operating Borrowers only. Upon the date of the issuance of a US Letter of Credit, the applicable Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each US Revolving Lender, and each US Revolving Lender shall be deemed, without further action by any party hereto, to have purchased from such Issuing Bank, a participation, to the extent of such applicable Lender's US Revolving Credit Percentage, in such US Letter of Credit and the related US Letter of Credit Liabilities. The parties hereto acknowledge and agree that it is intended that in respect of US Letters of Credit, the Account Party will be one of the US Operating Borrowers and that all US Letter of Credit Liabilities under each such US Letter of Credit shall be allocated to the US Borrowing Base of the US Operating Borrower who is the Account Party thereof consistent with Section 2.2(a)(2) hereof.