Common use of US Letters of Credit Clause in Contracts

US Letters of Credit. (i) Subject to the terms and conditions of this Agreement, upon the request of US Borrower made in accordance herewith, the US Issuing Lender agrees to issue a requested US Letter of Credit. By submitting a request to US Issuing Lender for the issuance of a US Letter of Credit, US Borrower shall be deemed to have requested that US Issuing Lender issue the requested US Letter of Credit. Each request for the issuance of a US Letter of Credit, or the amendment, renewal, or extension of any outstanding US Letter of Credit, shall be made in writing by an Authorized Person of US Borrower and delivered to the US Issuing Lender 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 Lender and shall specify (A) the amount of such US Letter of Credit, (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 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. 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 that supports the obligations of US Borrower or its Subsidiaries (1) in respect of (x) a lease of real property, 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 shall have no obligation to issue a US Letter of Credit if any of the following would result after giving effect to the requested issuance: (I) the US Letter of Credit Usage would exceed the US Borrowing Base less the outstanding amount of US Advances (inclusive of US Swing Loans), or (II) the US Letter of Credit Usage would exceed $20,000,000, or (III) the US Letter of Credit Usage would exceed the Maximum US Revolver Amount less the outstanding amount of US Advances (including US Swing Loans). The US Borrower and the Lender Group hereby acknowledge and agree that all Existing US Letters of Credit shall constitute US Letters of Credit under this Agreement on and after the Closing Date with the same effect as if such US Existing Letters of Credit were issued by US Issuing Lender at the request of US Borrower on the Closing Date. Each US Letter of Credit shall be in form and substance reasonably acceptable to the US Issuing Lender, including the requirement that the amounts payable thereunder must be payable in US Dollars. If US Issuing Lender makes a payment under a US Letter of Credit, US Borrower shall pay to US Agent an amount equal to the applicable US Letter of Credit Disbursement on the date such US Letter of Credit Disbursement is made and, in the absence of such payment, the amount of the US Letter of Credit Disbursement immediately and automatically shall be deemed to be an US Advance hereunder and, initially, shall bear interest at the rate then applicable to US Advances that are US Base Rate Loans. If a US Letter of Credit Disbursement is deemed to be a US Advance hereunder (notwithstanding any failure to satisfy any condition precedent set forth in Section 3.2), US Borrower’s obligation to pay the amount of such US Letter of Credit Disbursement to US Issuing Lender shall be automatically converted into an obligation to pay the resulting US Advance. Promptly following receipt by US Agent of any payment from US Borrower pursuant to this paragraph, US Agent shall distribute such payment to the US Issuing Lender or, to the extent that Lenders have made payments pursuant to Section 2.11(a) to reimburse the US Issuing Lender, then to such Lenders and the US Issuing Lender as their interests may appear. (ii) Promptly following receipt of a notice of a US Letter of Credit Disbursement pursuant to Section 2.11(a), each Lender with a US Revolver Commitment agrees to fund its Pro Rata Share of any US Advance deemed made pursuant to Section 2.11(a) on the same terms and conditions as if US Borrower had requested the amount thereof as a US Advance and US Agent shall promptly pay to US Issuing Lender the amounts so received by it from the Lenders. By the issuance of a US Letter of Credit (or an amendment, renewal, or extension of a Letter of Credit) and without any further action on the part of the US Issuing Lender or the Lenders with US Revolver Commitments, the US Issuing Lender shall be deemed to have granted to each Lender with a US Revolver Commitment, and each Lender with a US Revolver Commitment shall be deemed to have purchased, a participation in each US Letter of Credit issued by US Issuing Lender in an amount equal to its Pro Rata Share of such US Letter of Credit, and each such Lender agrees to pay to US Agent, for the account of the US Issuing Lender, such Lender’s Pro Rata Share of any US Letter of Credit Disbursement made by US Issuing Lender under the applicable US Letter of Credit. In consideration and in furtherance of the foregoing, each Lender with a US Revolver Commitment hereby absolutely and unconditionally agrees to pay to US Agent, for the account of the US Issuing Lender, such Lender’s Pro Rata Share of each US Letter of Credit Disbursement made by US Issuing Lender and not reimbursed by US Borrower on the date due as provided in Section 2.11(a), or of any reimbursement payment required to be refunded (or that US Agent or US Issuing Lender elects, based upon the advice of counsel, to refund) to US Borrower for any reason. Each Lender with a US Revolver Commitment acknowledges and agrees that its obligation to deliver to US Agent, for the account of the US Issuing Lender, an amount equal to its respective Pro Rata Share of each US Letter of Credit Disbursement pursuant to this Section 2.11(a) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 3. If any such Lender fails to make available to US Agent the amount of such Lender’s Pro Rata Share of a US Letter of Credit Disbursement as provided in this Section, such Lender shall be deemed to be a Defaulting Lender and US Agent (for the account of the US Issuing Lender) shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Defaulting Lender Rate until paid in full. (iii) US Borrower hereby agrees to indemnify, save, defend, and hold the Lender Group harmless from any damage, loss, cost, expense, or liability (other than Taxes, which shall be governed by Section 16), and reasonable attorneys’ fees incurred by US Issuing Lender, or any other member of the Lender Group arising out of or in connection with any US Letter of Credit; provided, however, that US Borrower shall not be obligated hereunder to indemnify for any loss, cost, expense, or liability that a court of competent jurisdiction finally determines to have resulted from the gross negligence or willful misconduct of the US Issuing Lender or any other member of the Lender Group as determined pursuant to a final, non-appealable order of a court of competent jurisdiction. US Borrower understands and agrees that none of the US Issuing Lender, nor any other member of the Lender Group shall be liable for any error, negligence, or mistake, whether of omission or commission, in following US Borrower’s instructions or those contained in the US Letter of Credit or any modifications, amendments, or supplements thereto. US Borrower hereby acknowledges and agrees that none of the US Issuing Lender, nor any other member of the Lender Group shall be responsible for delays, errors, or omissions resulting from the malfunction of equipment in connection with any US Letter of Credit. (iv) The obligation of US Borrower to reimburse the Issuing Lender for each drawing under each US Letter of Credit shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following: (A) any lack of validity or enforceability of such Letter of Credit, this Agreement, or another Loan Document, (B) the existence of any claim, counterclaim, setoff, defense or other right that US Borrower or any of its Subsidiaries may have at any time against any beneficiary or any transferee of such US Letter of Credit (or any Person for whom any such beneficiary or any such transferee maybe acting), the Issuing Lender or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction, (C) any draft, demand, certificate or other document presented under such US Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect, or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such US Letter of Credit, (D) any payment by the US Issuing Lender under such US Letter of Credit against presentation of a draft or certificate that does not substantially or strictly comply with the terms of such US Letter of Credit (including, without limitation, any requirement that presentation be made at a particular place or by a particular time of day), or any payment made by the US Issuing Lender under such US Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such US Letter of Credit, (E) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or discharge of, any US Borrower or any of its Subsidiaries, or (F) the fact that any Event of Default shall have occurred and be continuing. (v) US Borrower acknowledges and agrees that any and all customary issuance charges, commissions, charges for amendments, extensions, drawings and renewals, fees, and costs incurred by the US Issuing Lender relating to US Letters of Credit shall be Lender Group Expenses for purposes of this Agreement and shall be reimbursable immediately by US Borrower to US Agent for the account of the US Issuing Lender; provided, that such additional charges, commissions, fees or costs shall not be charged with respect to US Letters of Credit that are stand-by Letters of Credit. (vi) If by reason of (i) any change after the Closing Date in any applicable law, treaty, rule, or regulation or any change in the interpretation or application thereof by any Governmental Authority, or (ii) compliance by the US Issuing Lender or any other member of the Lender Group with any direction, request, or requirement (irrespective of whether having the force of law) of any Governmental Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto): (A) any reserve, deposit, or similar requirement is or shall be imposed or modified in respect of any US Letter of Credit issued or caused to be issued hereunder or hereby, or (B) there shall be imposed on the US Issuing Lender or any other member of the Lender Group, any other condition regarding any US Letter of Credit, and the result of the foregoing is to increase, directly or indirectly, the cost to the US Issuing Lender or any other member of the Lender Group of issuing, making, participating in, or maintaining any US Letter of Credit or to reduce the amount receivable in respect thereof, then, and in any such case, US Agent may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify US Borrower, and US Borrower shall pay within 30 days after demand therefor, such amounts as US Agent may specify to be necessary to compensate the US Issuing Lender or any other member of the Lender Group for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to US Base Rate Loans hereunder; provided, however, that US Borrower shall not be required to provide any compensation pursuant to this Section 2.11(g) for any such amounts incurred more than 180 days prior to the date on which the demand for payment of such amounts is first made to Borrower (provided, that notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a change in applicable law or compliance requirement enacted after the Closing Date regardless of the date actually enacted, adopted or issued); provided further, however, that if an event or circumstance giving rise to such amounts is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. The determination by US Agent of any amount due pursuant to this Section 2.11(g), as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto.

US Letters of Credit. (i) Subject to the terms and conditions of this Agreement, upon the request of US Borrower made in accordance herewith, the US Issuing Lender agrees to issue a requested US Letter of Credit. By submitting a request to US Issuing Lender for the issuance of a US Letter of Credit, US Borrower shall be deemed to have requested that US Issuing Lender issue the requested US Letter of Credit. Each request for the issuance of a US Letter of Credit, or the amendment, renewal, or extension of any outstanding US Letter of Credit, shall be made in writing by an Authorized Person of US Borrower and delivered to the US Issuing Lender 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 Lender and shall specify (A) the amount of such US Letter of Credit, (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 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. 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 required to, issue through the US Issuing Office, at any time and from time to time from and after the date hereof until thirty (30) days prior to the US Revolving Credit Maturity Date, upon the written request of the US Borrowers accompanied by a duly executed US Letter of Credit that supports Agreement and such other documentation related to the obligations of US Borrower or its Subsidiaries (1) in respect of (x) a lease of real property, 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 shall have no obligation to issue a requested US Letter of Credit if any as the US Issuing Lender may require, issue US Letters of Credit in US Dollars for the account of the following would result after giving effect US Borrowers, in an aggregate amount for all US Letters of Credit issued hereunder at any one time outstanding not to the requested issuance: (I) exceed the US Letter of Credit Usage would exceed the US Borrowing Base less the outstanding amount of US Advances (inclusive of US Swing Loans), or (II) the US Letter of Credit Usage would exceed $20,000,000, or (III) the US Letter of Credit Usage would exceed the Maximum US Revolver Amount less the outstanding amount of US Advances (including US Swing Loans). The US Borrower and the Lender Group hereby acknowledge and agree that all Existing US Letters of Credit shall constitute US Letters of Credit under this Agreement on and after the Closing Date with the same effect as if such US Existing Letters of Credit were issued by US Issuing Lender at the request of US Borrower on the Closing DateAmount. Each US Letter of Credit shall be in form and substance reasonably acceptable a minimum face amount of One Hundred Thousand US Dollars (US$100,000) (or such lesser amount as may be agreed to the by US Issuing Lender, including the requirement that the amounts payable thereunder must be payable in US Dollars. If US Issuing Lender makes a payment under a US Letter of Credit, US Borrower shall pay to US Agent an amount equal to the applicable ) and each US Letter of Credit Disbursement (including any renewal thereof) shall expire not later than the 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 Maturity Date in effect on the date such US Letter of Credit Disbursement is made andissuance thereof; provided, in however, that the absence of such payment, the amount of the US Letter of Credit Disbursement immediately and automatically shall be deemed to be an US Advance hereunder and, initially, shall bear interest at the rate then applicable to US Advances that are US Base Rate Loans. If a US Letter of Credit Disbursement is deemed to be a US Advance hereunder (notwithstanding any failure to satisfy any condition precedent set forth in Section 3.2), US Borrower’s obligation to pay the amount of such US Letter of Credit Disbursement to US Issuing Lender shall be automatically converted into an obligation to pay the resulting US Advance. Promptly following receipt by US Agent of any payment from US Borrower pursuant to this paragraph, US Agent shall distribute such payment to the US Issuing Lender or, to the extent that Lenders have made payments pursuant to Section 2.11(a) to reimburse the US Issuing Lender, then to such Lenders and the US Issuing Lender as their interests may appear. (ii) Promptly following receipt of a notice expiry date of a US Letter of Credit Disbursement pursuant to Section 2.11(a)may, each Lender with a US Revolver Commitment agrees to fund its Pro Rata Share of any US Advance deemed made pursuant to Section 2.11(a) on the same terms and conditions as if US Borrower had requested the amount thereof as a US Advance and US Agent shall promptly pay to in US Issuing Lender Lender’s discretion, be up to ninety (90) days later than the amounts so received by it from the Lenders. By the issuance of a US Letter of Credit (or an amendment, renewal, or extension of a Letter of Credit) and without any further action on the part of tenth Business Day prior to the US Issuing Lender Revolving Credit Maturity Date. US Borrowers agree, on or before the Lenders with US Revolver Commitments, tenth Business Day prior to the US Issuing Lender shall be deemed Revolving Credit Maturity Date, to have granted deposit cash collateral in the Collateral Account on terms satisfactory to each Lender with a US Revolver Commitment, and each Lender with a US Revolver Commitment shall be deemed to have purchased, a participation in each US Letter of Credit issued by the US Issuing Lender in an amount equal to its Pro Rata Share 105% of such the amount available for drawing under all US Letter Letters of CreditCredit expiring after the US Revolving Credit Maturity Date, and each such Lender agrees 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 pay to US Agent, for the account of the US Issuing Lender, such Lender’s Pro Rata Share of any US Letter of Credit Disbursement made by (ii) US Issuing Lender under the applicable has been reimbursed in full for all drawings on all US Letter Letters of Credit. In consideration , and in furtherance (iii) all fees and costs of the foregoing, each Lender with a US Revolver Commitment hereby absolutely and unconditionally agrees to pay to US Agent, for the account of the US Issuing Lender, such Lender’s Pro Rata Share Lender have been paid in full. The submission of all applications in respect of and the issuance of each US Letter of Credit Disbursement made by US Issuing Lender hereunder shall be subject in all respects to such industry rules and not reimbursed by US Borrower on the date due governing law as provided in Section 2.11(a), or of any reimbursement payment required are acceptable to be refunded (or that US Agent or US Issuing Lender elects, based upon the advice of counsel, to refund) to US Borrower for any reason. Each Lender with a US Revolver Commitment acknowledges and agrees that its obligation to deliver to US Agent, for the account of the US Issuing Lender, an amount equal to its respective Pro Rata Share of each US Letter of Credit Disbursement pursuant to this Section 2.11(a) shall be absolute and unconditional and such remittance shall be made notwithstanding . In the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 3. If any such Lender fails to make available to US Agent the amount of such Lender’s Pro Rata Share of a US Letter of Credit Disbursement as provided in this Section, such Lender shall be deemed to be a Defaulting Lender and US Agent (for the account of the US Issuing Lender) shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Defaulting Lender Rate until paid in full. (iii) US Borrower hereby agrees to indemnify, save, defend, and hold the Lender Group harmless from any damage, loss, cost, expense, or liability (other than Taxes, which shall be governed by Section 16), and reasonable attorneys’ fees incurred by US Issuing Lender, or any other member of the Lender Group arising out of or in connection with any US Letter of Credit; provided, however, that US Borrower shall not be obligated hereunder to indemnify for any loss, cost, expense, or liability that a court of competent jurisdiction finally determines to have resulted from the gross negligence or willful misconduct of the US Issuing Lender or any other member of the Lender Group as determined pursuant to a final, non-appealable order of a court of competent jurisdiction. US Borrower understands and agrees that none of the US Issuing Lender, nor any other member of the Lender Group shall be liable for any error, negligence, or mistake, whether of omission or commission, in following US Borrower’s instructions or those contained in the US Letter of Credit or any modifications, amendments, or supplements thereto. US Borrower hereby acknowledges and agrees that none of the US Issuing Lender, nor any other member of the Lender Group shall be responsible for delays, errors, or omissions resulting from the malfunction of equipment in connection with any US Letter of Credit. (iv) The obligation of US Borrower to reimburse the Issuing Lender for each drawing under each US Letter of Credit shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following: (A) any lack of validity or enforceability of such Letter of Credit, this Agreement, or another Loan Document, (B) the existence event of any claim, counterclaim, setoff, defense or other right that US Borrower or any of its Subsidiaries may have at any time against any beneficiary or any transferee of such US Letter of Credit (or any Person for whom any such beneficiary or any such transferee maybe acting), the Issuing Lender or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction, (C) any draft, demand, certificate or other document presented under such US Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect, or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such US Letter of Credit, (D) any payment by the US Issuing Lender under such US Letter of Credit against presentation of a draft or certificate that does not substantially or strictly comply with the terms of such US Letter of Credit (including, without limitation, any requirement that presentation be made at a particular place or by a particular time of day), or any payment made by the US Issuing Lender under such US Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such US Letter of Credit, (E) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or discharge of, any US Borrower or any of its Subsidiaries, or (F) the fact that any Event of Default shall have occurred and be continuing. (v) US Borrower acknowledges and agrees that any and all customary issuance charges, commissions, charges for amendments, extensions, drawings and renewals, fees, and costs incurred by the US Issuing Lender relating to US Letters of Credit shall be Lender Group Expenses for purposes of conflict between this Agreement and shall be reimbursable immediately by US Borrower to US Agent for the account of the US Issuing Lender; provided, that such additional charges, commissions, fees or costs shall not be charged with respect to US Letters of Credit that are stand-by Letters of Credit. (vi) If by reason of (i) any change after the Closing Date in any applicable law, treaty, rule, or regulation or any change in the interpretation or application thereof by any Governmental Authority, or (ii) compliance by the US Issuing Lender or any other member of the Lender Group with any direction, request, or requirement (irrespective of whether having the force of law) of any Governmental Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto): (A) any reserve, deposit, or similar requirement is or shall be imposed or modified in respect of any US Letter of Credit issued or caused to be issued hereunder or hereby, or (B) there shall be imposed on the US Issuing Lender or any Document other member of the Lender Group, any other condition regarding than any US Letter of Credit, and this Agreement shall control. On the result of the foregoing is to increaseEffective Date, directly or indirectly, the cost to the US Issuing Lender or any other member of the Lender Group of issuing, making, participating in, or maintaining any US Letter all Existing Letters of Credit or to reduce the amount receivable in respect thereof, then, and in any such case, US Agent may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify US Borrower, and US Borrower shall pay within 30 days after demand therefor, such amounts as US Agent may specify to be necessary to compensate the US Issuing Lender or any other member of the Lender Group for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to US Base Rate Loans hereunder; provided, however, that US Borrower shall not be required to provide any compensation pursuant to this Section 2.11(g) for any such amounts incurred more than 180 days prior to the date on which the demand for payment of such amounts is first made to Borrower (provided, that notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a change in applicable law or compliance requirement enacted after have been issued pursuant hereto, and from the Closing Effective Date regardless of the date actually enacted, adopted or issued); provided further, however, that if an event or circumstance giving rise to such amounts is retroactive, then the 180-day period referred to above shall be extended subject to include and governed by the period of retroactive effect thereof. The determination by US Agent of any amount due pursuant to this Section 2.11(g), as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final terms and conclusive and binding on all of the parties heretoconditions hereof.

US Letters of Credit. (i) Subject to Each US Issuing Bank agrees, on the terms and conditions of this Agreementhereinafter set forth, 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 ”) 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 Lender 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, US Borrower Credit shall be deemed to have requested that US Issuing Lender issue the requested US Letter of Credit. Each request for the issuance on behalf of a US Letter of CreditSubsidiary that is not a Borrower hereunder, or the amendment, renewal, or extension of any outstanding US Letter of Credit, Company shall be made in writing by an Authorized Person of US Borrower and delivered have furnished to the US Issuing Lender via hand deliveryBank, 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 Lender and shall specify (A) Bank, customary “know your customer” information regarding such Subsidiary at least three Business Days prior to the amount date of such US the requested issuance. Each “Existing Letter of Credit, (B” listed on Part A of Schedule 2.01(e) 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 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 deemed to 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 constitute a US Letter of Credit issued hereunder, and each Lender that supports the obligations is an issuer of US Borrower or its Subsidiaries (1) in respect of (x) a lease of real property, 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 shall have no obligation to issue such a US Letter of Credit if 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 the following would result after giving effect any such letter of credit shall be issued by an US Issuing Bank pursuant to the requested issuance: (I) the US Letter terms of Credit Usage would exceed the US Borrowing Base less the outstanding amount of US Advances (inclusive of US Swing Loans), or (II) the US Letter of Credit Usage would exceed $20,000,000, or (III) the US Letter of Credit Usage would exceed the Maximum US Revolver Amount less the outstanding amount of US Advances (including US Swing Loans)this Agreement. The US Borrower terms “issue”, “issued”, “issuance” and the Lender Group hereby acknowledge and agree that all Existing US Letters of Credit shall constitute US Letters of Credit under this Agreement on and after the Closing Date with the same effect as if such US Existing Letters of Credit were issued by US Issuing Lender at the request of US Borrower on the Closing Date. Each US Letter of Credit shall be in form and substance reasonably acceptable similar terms, when applied to the US Issuing Lender, including the requirement that the amounts payable thereunder must be payable in US Dollars. If US Issuing Lender makes a payment under a US Letter of Credit, US Borrower shall pay to US Agent an amount equal to the applicable US Letter of Credit Disbursement on the date such US Letter of Credit Disbursement is made and, in the absence of such payment, the amount of the US Letter of Credit Disbursement immediately and automatically shall be deemed to be an US Advance hereunder and, initially, shall bear interest at the rate then applicable to US Advances that are US Base Rate Loans. If a US Letter of Credit Disbursement is deemed to be a US Advance hereunder (notwithstanding include any failure to satisfy any condition precedent set forth in Section 3.2), US Borrower’s obligation to pay the amount of such US Letter of Credit Disbursement to US Issuing Lender shall be automatically converted into an obligation to pay the resulting US Advance. Promptly following receipt by US Agent of any payment from US Borrower pursuant to this paragraph, US Agent shall distribute such payment to the US Issuing Lender or, to the extent that Lenders have made payments pursuant to Section 2.11(a) to reimburse the US Issuing Lender, then to such Lenders and the US Issuing Lender as their interests may appear. (ii) Promptly following receipt of a notice of a US Letter of Credit Disbursement pursuant to Section 2.11(a), each Lender with a US Revolver Commitment agrees to fund its Pro Rata Share of any US Advance deemed made pursuant to Section 2.11(a) on the same terms and conditions as if US Borrower had requested the amount thereof as a US Advance and US Agent shall promptly pay to US Issuing Lender the amounts so received by it from the Lenders. By the issuance of a US Letter of Credit (or an amendment, renewal, extension or extension of a Letter of Credit) and without any further action on the part of the US Issuing Lender or the Lenders with US Revolver Commitments, the US Issuing Lender shall be deemed to have granted to each Lender with a US Revolver Commitment, and each Lender with a US Revolver Commitment shall be deemed to have purchased, a participation in each US Letter of Credit issued by US Issuing Lender in an amount equal to its Pro Rata Share of such US Letter of Credit, and each such Lender agrees to pay to US Agent, for the account of the US Issuing Lender, such Lender’s Pro Rata Share of any US Letter of Credit Disbursement made by US Issuing Lender under the applicable US Letter of Credit. In consideration and in furtherance of the foregoing, each Lender with a US Revolver Commitment hereby absolutely and unconditionally agrees to pay to US Agent, for the account of the US Issuing Lender, such Lender’s Pro Rata Share of each US Letter of Credit Disbursement made by US Issuing Lender and not reimbursed by US Borrower on the date due as provided in Section 2.11(a), or of any reimbursement payment required to be refunded (or that US Agent or US Issuing Lender elects, based upon the advice of counsel, to refund) to US Borrower for any reason. Each Lender with a US Revolver Commitment acknowledges and agrees that its obligation to deliver to US Agent, for the account of the US Issuing Lender, an amount equal to its respective Pro Rata Share of each US Letter of Credit Disbursement pursuant to this Section 2.11(a) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 3. If any such Lender fails to make available to US Agent the amount of such Lender’s Pro Rata Share of a US Letter of Credit Disbursement as provided in this Section, such Lender shall be deemed to be a Defaulting Lender and US Agent (for the account of the US Issuing Lender) shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Defaulting Lender Rate until paid in fullamendment thereof. (iii) US Borrower hereby agrees to indemnify, save, defend, and hold the Lender Group harmless from any damage, loss, cost, expense, or liability (other than Taxes, which shall be governed by Section 16), and reasonable attorneys’ fees incurred by US Issuing Lender, or any other member of the Lender Group arising out of or in connection with any US Letter of Credit; provided, however, that US Borrower shall not be obligated hereunder to indemnify for any loss, cost, expense, or liability that a court of competent jurisdiction finally determines to have resulted from the gross negligence or willful misconduct of the US Issuing Lender or any other member of the Lender Group as determined pursuant to a final, non-appealable order of a court of competent jurisdiction. US Borrower understands and agrees that none of the US Issuing Lender, nor any other member of the Lender Group shall be liable for any error, negligence, or mistake, whether of omission or commission, in following US Borrower’s instructions or those contained in the US Letter of Credit or any modifications, amendments, or supplements thereto. US Borrower hereby acknowledges and agrees that none of the US Issuing Lender, nor any other member of the Lender Group shall be responsible for delays, errors, or omissions resulting from the malfunction of equipment in connection with any US Letter of Credit. (iv) The obligation of US Borrower to reimburse the Issuing Lender for each drawing under each US Letter of Credit shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following: (A) any lack of validity or enforceability of such Letter of Credit, this Agreement, or another Loan Document, (B) the existence of any claim, counterclaim, setoff, defense or other right that US Borrower or any of its Subsidiaries may have at any time against any beneficiary or any transferee of such US Letter of Credit (or any Person for whom any such beneficiary or any such transferee maybe acting), the Issuing Lender or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction, (C) any draft, demand, certificate or other document presented under such US Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect, or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such US Letter of Credit, (D) any payment by the US Issuing Lender under such US Letter of Credit against presentation of a draft or certificate that does not substantially or strictly comply with the terms of such US Letter of Credit (including, without limitation, any requirement that presentation be made at a particular place or by a particular time of day), or any payment made by the US Issuing Lender under such US Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such US Letter of Credit, (E) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or discharge of, any US Borrower or any of its Subsidiaries, or (F) the fact that any Event of Default shall have occurred and be continuing. (v) US Borrower acknowledges and agrees that any and all customary issuance charges, commissions, charges for amendments, extensions, drawings and renewals, fees, and costs incurred by the US Issuing Lender relating to US Letters of Credit shall be Lender Group Expenses for purposes of this Agreement and shall be reimbursable immediately by US Borrower to US Agent for the account of the US Issuing Lender; provided, that such additional charges, commissions, fees or costs shall not be charged with respect to US Letters of Credit that are stand-by Letters of Credit. (vi) If by reason of (i) any change after the Closing Date in any applicable law, treaty, rule, or regulation or any change in the interpretation or application thereof by any Governmental Authority, or (ii) compliance by the US Issuing Lender or any other member of the Lender Group with any direction, request, or requirement (irrespective of whether having the force of law) of any Governmental Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto): (A) any reserve, deposit, or similar requirement is or shall be imposed or modified in respect of any US Letter of Credit issued or caused to be issued hereunder or hereby, or (B) there shall be imposed on the US Issuing Lender or any other member of the Lender Group, any other condition regarding any US Letter of Credit, and the result of the foregoing is to increase, directly or indirectly, the cost to the US Issuing Lender or any other member of the Lender Group of issuing, making, participating in, or maintaining any US Letter of Credit or to reduce the amount receivable in respect thereof, then, and in any such case, US Agent may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify US Borrower, and US Borrower shall pay within 30 days after demand therefor, such amounts as US Agent may specify to be necessary to compensate the US Issuing Lender or any other member of the Lender Group for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to US Base Rate Loans hereunder; provided, however, that US Borrower shall not be required to provide any compensation pursuant to this Section 2.11(g) for any such amounts incurred more than 180 days prior to the date on which the demand for payment of such amounts is first made to Borrower (provided, that notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a change in applicable law or compliance requirement enacted after the Closing Date regardless of the date actually enacted, adopted or issued); provided further, however, that if an event or circumstance giving rise to such amounts is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. The determination by US Agent of any amount due pursuant to this Section 2.11(g), as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto.

US Letters of Credit. (i) Subject to the terms and conditions of this Agreement, upon the request of US Borrower made in accordance herewith, the US Issuing Lender agrees to issue a requested US Letter letters of Credit. By submitting a request to US Issuing Lender credit for the issuance account of US Borrowers (each, a “US 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 issued by a US Letter Underlying Issuer (as of Creditthe Closing Date, the prospective US Borrower shall Underlying Issuer is to be deemed to have requested that Xxxxx Fargo) for the account of US Issuing Lender issue the requested US Letter of CreditBorrowers. Each request for the issuance of a US Letter of Credit, Credit or the amendment, renewal, or extension of any outstanding US Letter of Credit, Credit shall be made in writing by an Authorized Person of US Borrower 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 reasonably satisfactory to the US Issuing Lender in its Permitted Discretion and shall specify (Ai) the amount of such US Letter of Credit, (Bii) the currency in which amounts under such US Letter of Credit shall be payable, (iii) the date of issuance, amendment, renewal, or extension of such US Letter of Credit, (Civ) the proposed expiration date of such US Letter of Credit, (Dv) the name and address of the beneficiary thereof (or the beneficiary of the US Underlying Letter of Credit, as applicable), and (Evi) such other information (including, the conditions of drawing, and, 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. Each US Letter of Credit shall be denominated in US Dollars. Anything contained herein to the contrary notwithstanding, If requested by the US Issuing Lender mayLender, but US Borrowers also shall not be obligated to, issue a an applicant under the application with respect to any US Underlying Letter of Credit that supports is to be the obligations subject of a US Borrower or its Subsidiaries (1) in respect of (x) a lease of real property, or (y) an employment contract, or (2) at any time that one or more of the Lenders is a Defaulting LenderL/C Undertaking. The US Issuing Lender shall have no obligation to issue a US Letter of Credit if any of the following would result after giving effect to the issuance of such requested issuanceUS Letter of Credit: (IA) the US Letter of Credit Usage would exceed the US Borrowing Base less the Dollar Equivalent of the outstanding principal amount of US Advances (inclusive of US Swing Loans)Advances, or (IIB) the US Letter of Credit Usage would exceed $20,000,00030,000,000 less the sum of the Canadian Letter of Credit Usage and European Letter of Credit Usage, or (IIIC) the US Letter of Credit Usage would exceed the Maximum US Revolver Amount less the Dollar Equivalent of the outstanding principal amount of US Advances (including Advances. US Swing Loans). The US Borrower Borrowers and the Lender Group hereby acknowledge and agree that all Existing certain US Underlying Letters of Credit shall constitute US Letters may be issued to support letters of Credit under this Agreement on and after the Closing Date with the same effect credit that already are outstanding as if such US Existing Letters of Credit were issued by US Issuing Lender at the request of US Borrower on the Closing Date. Each US Letter of Credit (and corresponding US Underlying Letter of Credit) shall be in form and substance reasonably acceptable to the US Issuing LenderLender (in the exercise of its Permitted Discretion), including the requirement that the amounts payable thereunder must be payable in US DollarsDollars or an Approved Offshore Currency. If US Issuing Lender makes a payment is obligated to advance funds under a US Letter of Credit, US Borrower Borrowers immediately shall pay reimburse such US L/C Disbursement to US Issuing Lender by paying to Administrative Agent an amount equal to the applicable such US Letter of Credit L/C Disbursement not later than 11:00 a.m., California time, on the date that such US Letter of Credit L/C Disbursement is made made, if Administrative Borrower shall have received written or telephonic notice of such US L/C Disbursement prior to 10:00 a.m., California time, on such date, or, if such notice has not been received by Administrative Borrower prior to such time on such date, then not later than 11:00 a.m., California time, on (x) the Business Day that Administrative Borrower receives such notice, if such notice is received prior to 10:00 a.m., California time, on the date of receipt of such notice or (y) the next Business Day, if such notice is not received before such time on the date of receipt of such notice, and, in the absence of such paymentreimbursement, the amount of the US Letter of Credit L/C Disbursement immediately and automatically shall, if the US L/C Disbursement is payable in an Approved Offshore Currency, be converted at the Currency Exchange Rate from the applicable Approved Offshore Currency to Dollars and shall be deemed to be an a US Advance hereunder and, initiallythereafter, shall bear interest at the rate then applicable to US Advances that are US Base Rate LoansLoans denominated in Dollars under Section 2.6. If To the extent a US Letter of Credit L/C Disbursement is deemed to be a US Advance hereunder (notwithstanding any failure to satisfy any condition precedent set forth in Section 3.2)hereunder, US Borrower’s Borrowers’ obligation to pay the amount of reimburse such US Letter of Credit L/C Disbursement to US Issuing Lender shall be automatically converted into an obligation to pay discharged and replaced by the resulting US Advance. Promptly following receipt by US Administrative Agent of any payment from US Borrower Borrowers pursuant to this paragraph, US Administrative Agent shall distribute such payment to the US Issuing Lender or, to the extent that Lenders have made payments pursuant to Section 2.11(a2.12(a)(ii) to reimburse the US Issuing Lender, then to such Lenders and the US Issuing Lender as their interests may appear. (ii) Promptly following receipt of a notice of a US Letter of Credit L/C Disbursement pursuant to Section 2.11(a2.12(a)(i), each Lender with a US Revolver Commitment agrees to fund its Pro Rata Share of any US Advance deemed made pursuant to Section 2.11(a) the foregoing subsection on the same terms and conditions as if US Borrower Borrowers had requested the amount thereof as a such US Advance and US Administrative Agent shall promptly pay to US Issuing Lender the amounts so received by it from the Lenders. By the issuance of a US Letter of Credit (or an amendment, renewal, or extension of amendment to a US Letter of CreditCredit increasing the amount thereof) and without any further action on the part of the US Issuing Lender or the Lenders with US Revolver Commitments, the US Issuing Lender shall be deemed to have granted to each Lender with a US Revolver Commitment, and each Lender with a US Revolver Commitment shall be deemed to have purchased, a participation in each US Letter of Credit issued by US Issuing Lender Credit, in an amount equal to its Pro Rata Share of the US Risk Participation Liability of such US Letter of Credit, and each such Lender agrees to pay to US Administrative Agent, for the account of the US Issuing Lender, such Lender’s Pro Rata Share of any US Letter of Credit Disbursement payments made by the US Issuing Lender under the applicable such US Letter of Credit. In consideration and in furtherance of the foregoing, each Lender with a US Revolver Commitment hereby absolutely and unconditionally agrees to pay to US Administrative Agent, for the account of the US Issuing Lender, such Lender’s Pro Rata Share of each US Letter of Credit L/C Disbursement made by the US Issuing Lender and not reimbursed by US Borrower Borrowers on the date due as provided in Section 2.11(a)clause (a) of this Section, or of any reimbursement payment required to be refunded (or that US Agent or US Issuing Lender elects, based upon the advice of counsel, to refund) to US Borrower Borrowers for any reason. Each Lender with a US Revolver Commitment acknowledges and agrees that its obligation to deliver to US Administrative Agent, for the account of the US Issuing Lender, an amount equal to its respective Pro Rata Share of each US Letter of Credit L/C Disbursement made by the US Issuing Lender pursuant to this Section 2.11(a2.12(a)(ii) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 33 hereof. If any such Lender fails to make available to US Administrative Agent the amount of such Lender’s Pro Rata Share of a each US L/C Disbursement made by the US Issuing Lender in respect of such US Letter of Credit Disbursement as provided in this Section, such Lender shall be deemed to be a Defaulting Lender and US Administrative Agent (for the account of the US Issuing Lender) shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Defaulting Lender Rate until paid in full. (iii) Each US Borrower hereby agrees to indemnify, save, defend, and hold the Lender Group harmless from any damage, loss, cost, expense, or liability (other than Taxes, which shall be governed by Section 16)liability, and reasonable attorneys’ attorneys fees incurred by US Issuing Lender, or any other member of the Lender Group arising out of or in connection with any US Letter of Credit; provided, however, that no US Borrower shall not be obligated hereunder to indemnify for any loss, cost, expense, or liability to the extent that a court of competent jurisdiction finally determines to have resulted from it is caused by the gross negligence or willful misconduct of the US Issuing Lender or any other member of the Lender Group as determined pursuant Group. Each US Borrower agrees to a finalbe bound by the US Underlying Issuer’s regulations and interpretations of any US Underlying Letter of Credit or by US Issuing Lender’s interpretations of any US L/C issued by US Issuing Lender to or for such US Borrower’s account, non-appealable order of a court of competent jurisdiction. even though this interpretation may be different from such US Borrower’s own, and each US Borrower understands and agrees that none of the US Issuing Lender, nor any other member of the Lender Group shall not be liable for any error, negligence, or mistake, whether of omission or commission, in following US Borrower’s Borrowers’ instructions or those contained in the US Letter of Credit or any modifications, amendments, or supplements thereto, other than those resulting from the gross negligence or willful misconduct of the US Issuing Lender or any other member of the Lender Group. Each US Borrower understands that the US L/C Undertakings may require US Issuing Lender to indemnify the US Underlying Issuer for certain costs or liabilities arising out of claims by US Borrowers against such US Underlying Issuer. Each US Borrower hereby agrees to indemnify, save, defend, and hold the Lender Group harmless with respect to any loss, cost, expense (including reasonable attorneys fees), or liability incurred by the Lender Group under any US L/C Undertaking as a result of the Lender Group’s indemnification of any US Underlying Issuer; provided, however, that no US Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability to the extent that it is caused by the gross negligence or willful misconduct of the US Issuing Lender or any other member of the Lender Group. Each US Borrower hereby acknowledges and agrees that none of neither the Lender Group nor the US Issuing Lender, nor any other member of the Lender Group shall be responsible for delays, errors, or omissions resulting from the malfunction of equipment in connection with any US Letter of Credit. (iv) The obligation of Each US Borrower hereby authorizes and directs any US Underlying Issuer to reimburse the Issuing Lender for each drawing under each US Letter of Credit shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following: (A) any lack of validity or enforceability of such Letter of Credit, this Agreement, or another Loan Document, (B) the existence of any claim, counterclaim, setoff, defense or other right that US Borrower or any of its Subsidiaries may have at any time against any beneficiary or any transferee of such US Letter of Credit (or any Person for whom any such beneficiary or any such transferee maybe acting), the Issuing Lender or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction, (C) any draft, demand, certificate or other document presented under such US Letter of Credit proving deliver to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect, or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such US Letter of Credit, (D) any payment by the US Issuing Lender under all instruments, documents, and other writings and property received by such US Underlying Issuer pursuant to such US Underlying Letter of Credit against presentation of a draft or certificate that does not substantially or strictly comply and to accept and rely upon the US Issuing Lender’s instructions with the terms of respect to all matters arising in connection with such US Underlying Letter of Credit (including, without limitation, any requirement that presentation be made at a particular place or by a particular time of day), or any payment made by and the US Issuing Lender under such US Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such US Letter of Credit, (E) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or discharge of, any US Borrower or any of its Subsidiaries, or (F) the fact that any Event of Default shall have occurred and be continuingrelated application. (v) US Borrower acknowledges and agrees that any Any and all customary issuance charges, commissions, charges for amendments, extensions, drawings and renewals, fees, and costs incurred by the US Issuing Lender relating to US Underlying Letters of Credit shall be Lender Group Expenses for purposes of this Agreement and immediately shall be reimbursable immediately by US Borrower Borrowers to US Administrative Agent for the account of the US Issuing Lender; providedit being acknowledged and agreed by each US Borrower that, as of the Closing Date, the issuance charge imposed by the prospective US Underlying Issuer is .825% per annum times the face amount of each US Underlying Letter of Credit, that such additional chargesissuance charge may be changed from time to time, commissionsand that the US Underlying Issuer also imposes a schedule of charges for amendments, fees or costs shall not be charged with respect to US Letters of Credit that are stand-by Letters of Creditextensions, drawings, and renewals. (vi) If by reason of (i) any change after the Closing Date in any applicable lawApplicable Law, treaty, rule, or regulation or any change in the interpretation or application thereof by any Governmental Authority, or (ii) compliance by the US Issuing Lender Underlying Issuer or any other member of the Lender Group with any direction, request, or requirement (irrespective of whether having the force of law) of any Governmental Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto): (A) any reserve, deposit, or similar requirement is or shall be imposed or modified in respect of any US Letter of Credit issued or caused to be issued hereunder or herebyhereunder, or (B) there shall be imposed on the US Issuing Lender Underlying Issuer or any other member of the Lender Group, Group any other condition regarding any US Underlying Letter of Credit, Credit or any US Letter of Credit issued pursuant hereto; and the result of the foregoing is to increase, directly or indirectly, the cost to the US Issuing Lender or any other member of the Lender Group of issuing, making, participating inguaranteeing, or maintaining any US Letter of Credit or to reduce the amount receivable in respect thereofthereof by the Lender Group, then, and in any such case, US Administrative Agent may, at any time within a reasonable period (not exceeding 180 days) after the additional cost is incurred or the amount received is reduced, notify US Administrative Borrower, and US Borrower Borrowers shall pay within 30 days after on demand therefor, such amounts as US Administrative Agent may specify to be necessary to compensate the US Issuing Lender or any other member of the Lender Group for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to US Base Rate Loans hereunder; provided, however, that US Borrower shall not be required to provide any compensation pursuant to this Section 2.11(g) for any such amounts incurred more than 180 days prior to the date on which the demand for payment of such amounts is first made to Borrower (provided, that notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines or directives thereunder or issued denominated in connection therewith shall be deemed to be a change in applicable law or compliance requirement enacted after the Closing Date regardless of the date actually enacted, adopted or issued); provided further, however, that if an event or circumstance giving rise to such amounts is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. The determination by US Agent of any amount due pursuant to this Section 2.11(g), as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto.Dollars

US Letters of Credit. (ia) Subject to the terms and conditions of this Agreement, upon the request of US Borrower made in accordance herewith, Upon issuance by the US Issuing Lender agrees to issue a requested of each US Letter of Credit hereunder (and on the Effective Date with respect to each Existing Letter of Credit. By submitting ), each US Revolving Credit Lender shall automatically acquire a request to pro rata participation interest in such US Letter of Credit and each related US Letter of Credit Payment based on its respective US Revolving Credit Percentage. (b) If the US Issuing Lender shall honor a draft or other demand for the issuance of a payment presented or made under any US Letter of Credit, the US Borrower Borrowers agree to pay to the US Issuing Lender an amount equal to the amount paid by the US Issuing Lender in respect of such draft or other demand under such US Letter of Credit and all reasonable expenses paid or incurred by the US Agent relative thereto not later than 1:00 p.m. (Detroit time), in US Dollars, on (i) the Business Day that the US Borrowers received notice of such presentment and honor, if such notice is received prior to 11:00 a.m. (Detroit time) or (ii) the Business Day immediately following the day that the US Borrowers received such notice, if such notice is received after 11:00 a.m. (Detroit time). (c) If the US Issuing Lender shall honor a draft or other demand for payment presented or made under any US Letter of Credit, but the US Borrowers do not reimburse the US Issuing Lender as required under clause (b) above and the US Revolving Credit Aggregate Commitment has not been terminated (whether by maturity, acceleration or otherwise), the US Borrowers shall be deemed to have immediately requested that the US Issuing Lender issue the requested US Letter of Credit. Each request for the issuance of Revolving Credit Lenders make a US Letter Base Rate Advance of Credit, or the amendment, renewal, or extension of US Revolving Credit (which Advance may be subsequently converted at any outstanding US Letter of Credit, shall be made time into a Eurodollar-based Advance pursuant to Section 2.3 hereof) in writing the principal amount equal to the amount paid by an Authorized Person of US Borrower and delivered to the US Issuing Lender via hand delivery, telefacsimile, in respect of such draft 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 Lender and shall specify (A) the amount of demand under such US Letter of Credit, (B) the date of issuance, amendment, renewal, Credit and all reasonable expenses paid 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 incurred by 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. 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 that supports the obligations of US Borrower or its Subsidiaries (1) in respect of (x) a lease of real property, or (y) an employment contract, or (2) at any time that one or more of the Lenders is a Defaulting LenderAgent relative thereto. The US Issuing Agent will promptly notify the US Revolving Credit Lenders of such deemed request, and each such US Lender shall have no obligation to issue a US Letter of Credit if any of the following would result after giving effect make available to the requested issuance: (I) the US Letter of Credit Usage would exceed the US Borrowing Base less the outstanding amount of US Advances (inclusive of US Swing Loans), or (II) the US Letter of Credit Usage would exceed $20,000,000, or (III) the US Letter of Credit Usage would exceed the Maximum US Revolver Amount less the outstanding amount of US Advances (including US Swing Loans). The US Borrower and the Lender Group hereby acknowledge and agree that all Existing US Letters of Credit shall constitute US Letters of Credit under this Agreement on and after the Closing Date with the same effect as if such US Existing Letters of Credit were issued by US Issuing Lender at the request of US Borrower on the Closing Date. Each US Letter of Credit shall be in form and substance reasonably acceptable to the US Issuing Lender, including the requirement that the amounts payable thereunder must be payable in US Dollars. If US Issuing Lender makes a payment under a US Letter of Credit, US Borrower shall pay to US Agent an amount equal to the applicable its pro rata share (based on its US Letter Revolving Credit Percentage) of Credit Disbursement on the date such US Letter of Credit Disbursement is made and, in the absence of such payment, the amount of the US Letter of Credit Disbursement immediately and automatically shall be deemed to be an US Advance hereunder and, initially, shall bear interest at the rate then applicable to US Advances that are US Base Rate Loans. If a US Letter of Credit Disbursement is deemed to be a US Advance hereunder (notwithstanding any failure to satisfy any condition precedent set forth in Section 3.2), US Borrower’s obligation to pay the amount of such US Letter of Credit Disbursement to Advance. (d) If the US Issuing Lender shall be automatically converted into an obligation to pay the resulting honor a draft or other demand for payment presented or made under any US Advance. Promptly following receipt by US Agent Letter of any payment from US Borrower pursuant to this paragraphCredit, US Agent shall distribute such payment to but the US Issuing Lender or, to the extent that Lenders have made payments pursuant to Section 2.11(a) to Borrowers do not reimburse the US Issuing Lender, then to such Lenders and the US Issuing Lender as their interests may appear. required under clause (b) above, and (i) the US Revolving Credit Aggregate Commitment has been terminated (whether by maturity, acceleration or otherwise), or (ii) Promptly following receipt of a notice of a US Letter of Credit Disbursement pursuant to Section 2.11(a), each Lender with a US Revolver Commitment agrees to fund its Pro Rata Share of any US Advance deemed made pursuant to Section 2.11(a) on the same terms and conditions as if US Borrower had requested the amount thereof as a US Advance and US Agent shall promptly pay to US Issuing Lender the amounts so received by it from the Lenders. By the issuance of a US Letter of Credit (or an amendment, renewal, or extension of a Letter of Credit) and without any further action on the part of the US Issuing Lender or the Lenders with US Revolver Commitments, the US Issuing Lender shall be deemed to have granted to each Lender with a US Revolver Commitment, and each Lender with a US Revolver Commitment shall be deemed to have purchased, a participation in each US Letter of Credit issued by US Issuing Lender in an amount equal to its Pro Rata Share of such US Letter of Credit, and each such Lender agrees to pay to US Agent, for the account of the US Issuing Lender, such Lender’s Pro Rata Share of any US Letter of Credit Disbursement made by US Issuing Lender under the applicable US Letter of Credit. In consideration and in furtherance of the foregoing, each Lender with a US Revolver Commitment hereby absolutely and unconditionally agrees to pay to US Agent, for the account of the US Issuing Lender, such Lender’s Pro Rata Share of each US Letter of Credit Disbursement made by US Issuing Lender and not reimbursed by US Borrower on the date due as provided in Section 2.11(a), or of any reimbursement payment required to be refunded (or that US Agent or US Issuing Lender elects, based upon the advice of counsel, to refund) to US Borrower for any reason. Each Lender with a US Revolver Commitment acknowledges and agrees that its obligation to deliver to US Agent, for the account of the US Issuing Lender, an amount equal to its respective Pro Rata Share of each US Letter of Credit Disbursement pursuant to this Section 2.11(a) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 3. If any such Lender fails to make available to US Agent the amount of such Lender’s Pro Rata Share of a US Letter of Credit Disbursement as provided in this Section, such Lender shall be deemed to be a Defaulting Lender and US Agent (for the account of the US Issuing Lender) shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Defaulting Lender Rate until paid in full. (iii) US Borrower hereby agrees to indemnify, save, defend, and hold the Lender Group harmless from any damage, loss, cost, expense, or liability (other than Taxes, which shall be governed by Section 16), and reasonable attorneys’ fees incurred by US Issuing Lender, or any other member of the Lender Group arising out of or in connection with any US Letter of Credit; provided, however, that US Borrower shall not be obligated hereunder to indemnify for any loss, cost, expense, or liability that a court of competent jurisdiction finally determines to have resulted from the gross negligence or willful misconduct of the US Issuing Lender or any other member of the Lender Group as determined pursuant to a final, non-appealable order of a court of competent jurisdiction. US Borrower understands and agrees that none of the US Issuing Lender, nor any other member of the Lender Group shall be liable for any error, negligence, or mistake, whether of omission or commission, in following US Borrower’s instructions or those contained in the US Letter of Credit or any modifications, amendments, or supplements thereto. US Borrower hereby acknowledges and agrees that none of the US Issuing Lender, nor any other member of the Lender Group shall be responsible for delays, errors, or omissions resulting from the malfunction of equipment in connection with any US Letter of Credit. (iv) The obligation of US Borrower to reimburse the Issuing Lender for each drawing under each US Letter of Credit shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following: (A) any lack of validity or enforceability of such Letter of Credit, this Agreement, or another Loan Document, (B) the existence of any claim, counterclaim, setoff, defense or other right that US Borrower or any of its Subsidiaries may have at any time against any beneficiary or any transferee of such US Letter of Credit (or any Person for whom any such beneficiary or any such transferee maybe acting), the Issuing Lender or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction, (C) any draft, demand, certificate or other document presented under such US Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect, or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such US Letter of Credit, (D) any payment received by the US Issuing Lender under such US Letter of Credit against presentation of a draft or certificate that does not substantially or strictly comply with the terms of such US Letter of Credit (including, without limitation, any requirement that presentation be made at a particular place or by a particular time of day), or any payment made by from the US Issuing Lender under such Borrowers is or must be returned or rescinded upon or during any bankruptcy or reorganization of any Credit Party or otherwise, then the US Letter of Agent shall notify each US Revolving Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such US Letter of Credit, (E) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or discharge of, any US Borrower or any of its Subsidiaries, or (F) the fact that any Event of Default shall have occurred and be continuing. (v) US Borrower acknowledges and agrees that any and all customary issuance charges, commissions, charges for amendments, extensions, drawings and renewals, feesLender, and costs incurred by each US Revolving Credit Lender will be obligated to pay the US Issuing Lender relating to US Letters of Credit shall be Lender Group Expenses for purposes of this Agreement and shall be reimbursable immediately by US Borrower to US Agent for the account of the US Issuing Lender; provided, that such additional charges, commissions, fees or costs shall not be charged with respect to Lender its pro rata share (based on its US Letters Revolving Credit Percentage) of Credit that are stand-by Letters of Credit. (vi) If by reason of (i) any change after the Closing Date in any applicable law, treaty, rule, or regulation or any change in the interpretation or application thereof by any Governmental Authority, or (ii) compliance amount paid by the US Issuing Lender or any other member of the Lender Group with any direction, request, or requirement (irrespective of whether having the force of law) of any Governmental Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto): (A) any reserve, deposit, or similar requirement is or shall be imposed or modified in respect of any such draft or other demand under such US Letter of Credit issued and all reasonable expenses paid or caused incurred by the US Agent relative thereto (but no such payment shall diminish the obligations of the US Borrowers hereunder). Upon receipt thereof, the US Agent will deliver to such US Revolving Credit Lender a participation certificate evidencing its participation interest in respect of such payment and expenses. To the extent that a US Revolving Credit Lender fails to make such amount available to the Agent by 11:00 am Detroit time on the Business Day next succeeding the date such notice is given, such US Revolving Credit Lender shall pay interest on such amount in respect of each day from the date such amount was required to be issued hereunder or herebypaid, orto the date paid to the US Agent, at a rate per annum equal to the Federal Funds Effective Rate. The failure of any US Revolving Credit Lender to make its pro rata portion of any such amount available under to the US Agent shall not relieve any other US Revolving Credit Lender of its obligation to make available its pro rata portion of such amount, but no US Revolving Credit Lender shall be responsible for failure of any other US Revolving Credit Lender to make such pro rata portion available to the US Agent. (Be) there In the case of any Advance made under this Section 3.8, each such Advance shall be imposed disbursed notwithstanding any failure to satisfy any conditions for disbursement of any Advance set forth in Article 2 hereof or Article 5 hereof, and, to the extent of the Advance so disbursed, the US Reimbursement Obligation of the US Borrowers to the US Agent under this Section 3.8 shall be deemed satisfied (unless, in each case, taking into account any such deemed Advances, the aggregate outstanding principal amount of Advances of the US Revolving Credit and the US Swing Line, plus the US Letter of Credit Obligations (other than the US Reimbursement Obligations to be reimbursed by this Advance) on such date exceed the lesser of the US Borrowing Base or the then applicable US Revolving Credit Aggregate Commitment). (f) If the US Issuing Lender shall honor a draft or any other member of the Lender Group, any other condition regarding demand for payment presented or made under any US Letter of Credit, and the result of the foregoing is to increase, directly or indirectly, the cost to the US Issuing Lender shall provide notice thereof to the US Borrowers on the date such draft or any other member demand is honored, and to each US Revolving Credit Lender on such date unless the US Borrowers shall have satisfied their reimbursement obligations by payment to the US Agent (for the benefit of the US Issuing Lender) as required under this Section 3.8. 1. The US Issuing Lender Group of issuingshall further use reasonable efforts to provide notice to the US Borrowers prior to honoring any such draft or other demand for payment, making, participating inbut such notice, or maintaining the failure to provide such notice, shall not affect the rights or obligations of the US Issuing Lender with respect to any US Letter of Credit or the rights and obligations of the parties hereto, including without limitation the obligations of the US Borrowers under this Section 3.8.1. (g) Notwithstanding the foregoing however no US Revolving Credit Lender shall be deemed to reduce have acquired a participation in a US Letter of Credit if the amount receivable in respect thereof, then, and in any such case, US Agent may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify US Borrower, and US Borrower shall pay within 30 days after demand therefor, such amounts as US Agent may specify to be necessary to compensate officers of the US Issuing Lender immediately responsible for matters concerning this Agreement shall have received written notice from the US Agent or any other member of the US Lender Group for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to US Base Rate Loans hereunder; provided, however, that US Borrower shall not be required to provide any compensation pursuant to this Section 2.11(gleast two (2) for any such amounts incurred more than 180 days Business Days prior to the date on which of the demand for payment issuance or extension of such amounts US Letter of Credit or, with respect to any US Letter of Credit subject to automatic extension, at least five (5) Business Days prior to the date that the beneficiary under such US Letter of Credit must be notified that such US Letter of Credit will not be renewed, that the issuance or extension of US Letters of Credit should be suspended based on the occurrence and continuance of a Default or Event of Default and stating that such notice is first made to Borrower (a “notice of default”; provided, however that notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines or directives thereunder or issued in connection therewith US Revolving Credit Lenders shall be deemed to be have acquired such a change in applicable law or compliance requirement enacted after the Closing Date regardless of participation upon the date actually enactedon which such Default or Event of Default has been waived by the requisite US Revolving Credit Lenders, adopted or issued); provided further, however, that if an event or circumstance giving rise to such amounts is retroactive, then the 180-day period referred to above as applicable. (h) Nothing in this Agreement shall be extended construed to include require or authorize any US Revolving Credit Lender to issue any US Letter of Credit, it being recognized that the period US Issuing Lender shall be the sole issuer of retroactive effect thereof. The determination US Letters of Credit under this Agreement. (i) If any US Revolving Credit Lender becomes a Defaulting Lender, the US Issuing Lender may, at its option, require that the US Borrowers enter into arrangements satisfactory to US Issuing Lender to eliminate the Fronting Exposure with respect to the participation in the US Letter of Credit Obligations by such US Defaulting Lender, including creation of a cash collateral account on terms satisfactory to the US Agent or delivery of any amount due pursuant other security to this Section 2.11(g), as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence assure payment of manifest or demonstrable error, be final and conclusive and binding on such Defaulting Lender’s Percentage of all outstanding US Letter of the parties heretoCredit Obligations.

US Letters of Credit. (i) Subject During the US Facility Commitment Period, subject to the terms and conditions of this Agreementhereof, upon the request of US Borrower made in accordance herewith, the US Issuing Lender Bank agrees to issue a requested US Letter Letters of Credit. By submitting a request to US Issuing Lender Credit in Dollars for the issuance account of a US Letter of Credit, US Borrower shall be deemed to have requested that US Issuing Lender issue the requested US Letter of Credit. Each request for the issuance of a US Letter of Credit, or the amendment, renewal, or extension of any outstanding US Letter of Credit, shall be made in writing by an Authorized Person of US Borrower and delivered to the US Issuing Lender 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 Lender and shall specify (A) the amount of such US Letter of Credit, (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 of drawing, and, Company in the case of an amendment, renewal, or extension, identification of aggregate amount up to but not exceeding the US Letter of Credit to be so amendedSublimit; provided, renewedCompany shall not request that US Issuing Bank issue, or extendedand US Issuing Bank shall not issue: (1) as shall be necessary to prepare, amend, renew, or extend such US Letter of Credit. Each any US Letter of Credit shall be denominated in US Dollars. Anything contained herein if, after giving effect to the contrary notwithstandingsuch issuance, the Total Utilization of US Issuing Lender may, but shall not be obligated to, issue a Facility Commitments would exceed the US Facility Commitments then in effect; (2) any US Letter of Credit that supports the obligations of US Borrower or its Subsidiaries (1) in respect of (x) a lease of real propertyif, 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 shall have no obligation to issue a US Letter of Credit if any of the following would result after giving effect to the requested such issuance: (I) , the US Letter of Credit Usage would exceed the US Borrowing Base less Letter of Credit Sublimit then in effect; or (3) any standby letter of credit having an expiration date later than the outstanding amount earlier of (I) the US Advances (inclusive of US Swing Loans), or Facility Commitment Termination Date and (II) the date which is one year from the date of issuance of such standby letter of credit. Subject to the foregoing, US Issuing Bank may agree that a standby letter of credit will automatically be extended for one or more successive periods not to exceed one year each unless US Issuing Bank elects not to extend for any such additional period; provided, US Issuing Bank shall not extend any such letter of credit if it has received written notice that an Event of Default has occurred and is continuing at the time US Issuing Bank must elect to allow such extension. (ii) Whenever Company desires the issuance of a US Letter of Credit, it shall deliver to Global Agent an Issuance Notice no later than 12:00 noon (New York City time) at least three Business Days or such shorter period as may be agreed to by US Issuing Bank in any particular instance, in advance of the proposed date of issuance. Upon satisfaction or waiver of the conditions set forth in Section 3.2, US Issuing Bank shall issue the requested US Letter of Credit Usage would exceed $20,000,000, or (III) in accordance with US Issuing Bank's standard operating procedures. Upon the issuance of any US Letter of Credit, US Issuing Bank shall promptly notify US Facility Agent of such issuance and US Facility Agent shall in turn deliver written notice thereof to each US Facility Lender, which notice shall be accompanied by a copy of such Letter of Credit Usage would exceed and the Maximum US Revolver Amount less the outstanding amount of US Advances (including US Swing Loanssuch Lender's respective participation in such Letter of Credit pursuant to Section 2.3(a)(iv). The US Borrower and Within fifteen (15) days after the Lender Group hereby acknowledge and agree that all Existing US Letters end of Credit shall constitute US Letters of Credit under this Agreement on and each month ending after the Closing Date with the same effect Date, so long as if such US Existing Letters of Credit were issued by US Issuing Lender at the request of US Borrower on the Closing Date. Each any US Letter of Credit shall have been outstanding during such month, US Issuing Bank shall deliver to Global Agent, and Global Agent shall in turn deliver to each applicable Lender a report setting forth for such month the daily aggregate amount available to be in form and substance reasonably acceptable to drawn under the US Issuing Lender, including Letters of Credit that were outstanding during such month. (iii) In the requirement that the amounts payable thereunder must be payable in US Dollars. If event US Issuing Lender makes Bank has determined to honor a payment drawing under a US Letter of Credit, it shall immediately notify Company and Global Agent, and Company shall reimburse US Borrower Issuing Bank on or before the Business Day immediately following the date on which such drawing is honored (the "US Reimbursement Date") in an amount in Dollars and in Same Day Funds equal to the amount of such honored drawing. Anything contained herein to the contrary notwithstanding, (1) unless Company shall pay have notified Global Agent and US Issuing Bank prior to 11:00 a.m. (New York City time) on the date such drawing is honored that Company intends to reimburse US Issuing Bank for the amount of such honored drawing with funds other than the proceeds of US Facility Loans, Company shall be deemed to have given a timely Funding Notice to Global Agent requesting the applicable Lenders to make US Facility Loans that are Base Rate Loans on the US Reimbursement Date in an amount in Dollars equal to the amount of such honored drawing, and (2) subject to satisfaction or waiver of the conditions specified in Section 3.2, such Lenders shall on the US Reimbursement Date make US Facility Loans that are Base Rate Loans in the amount of such honored drawing, the proceeds of which shall be applied directly by Global Agent to reimburse US Issuing Bank for the amount of such honored drawing; and provided further, if for any reason proceeds of US Facility Loans are not received by US Issuing Bank on the US Reimbursement Date in an amount equal to the applicable amount of such honored drawing, Company shall reimburse US Letter of Credit Disbursement Issuing Bank, on the date such US Letter of Credit Disbursement is made anddemand, in an amount in Same Day Funds equal to the absence excess of such payment, the amount of such honored drawing over the aggregate amount of such US Letter of Credit Disbursement immediately and automatically Facility Loans, if any, which are so received. Nothing in this Section 2.3(a)(iii) shall be deemed to be an relieve any applicable Lender from its obligation to make US Advance hereunder andFacility Loans on the terms and conditions set forth herein, initially, and Company shall bear interest at retain any and all rights it may have against any such Lender resulting from the rate then applicable failure of such Lender to make such US Advances that are US Base Rate Loans. If a Facility Loan under this Section 2.3(a)(iii). (iv) Immediately upon the issuance of each US Letter of Credit Disbursement is deemed to be a US Advance hereunder (notwithstanding any failure to satisfy any condition precedent set forth in Section 3.2), US Borrower’s obligation to pay the amount of such US Letter of Credit Disbursement to US Issuing Lender shall be automatically converted into an obligation to pay the resulting US Advance. Promptly following receipt by US Agent of any payment from US Borrower pursuant to this paragraph, US Agent shall distribute such payment to the US Issuing Lender or, to the extent that Lenders have made payments pursuant to Section 2.11(a) to reimburse the US Issuing Lender, then to such Lenders and the US Issuing Lender as their interests may appear. (ii) Promptly following receipt of a notice of a US Letter of Credit Disbursement pursuant to Section 2.11(a)Credit, each Lender with holding a US Revolver Commitment agrees to fund its Pro Rata Share of any US Advance deemed made pursuant to Section 2.11(a) on the same terms and conditions as if US Borrower had requested the amount thereof as a US Advance and US Agent shall promptly pay to US Issuing Lender the amounts so received by it from the Lenders. By the issuance of a US Letter of Credit (or an amendment, renewal, or extension of a Letter of Credit) and without any further action on the part of the US Issuing Lender or the Lenders with US Revolver Commitments, the US Issuing Lender shall be deemed to have granted to each Lender with a US Revolver Commitment, and each Lender with a US Revolver Facility Commitment shall be deemed to have irrevocably purchased, and hereby agrees to irrevocably purchase, from US Issuing Bank a participation in each such US Letter of Credit issued by US Issuing Lender and any drawings honored thereunder in an amount equal to its such Lender's Pro Rata Share of such US Letter of Credit, and each such Lender agrees the maximum amount which is or at any time may become available to pay be drawn thereunder. In the event that Company shall fail for any reason to US Agent, for the account of the reimburse US Issuing Lender, such Lender’s Pro Rata Share of any US Letter of Credit Disbursement made by US Issuing Lender under the applicable US Letter of Credit. In consideration and in furtherance of the foregoing, each Lender with a US Revolver Commitment hereby absolutely and unconditionally agrees to pay to US Agent, for the account of the US Issuing Lender, such Lender’s Pro Rata Share of each US Letter of Credit Disbursement made by US Issuing Lender and not reimbursed by US Borrower on the date due Bank as provided in Section 2.11(a2.3(a)(iii), or of any reimbursement payment required to be refunded (or that US Agent or US Issuing Bank shall promptly notify each applicable US Facility Lender elects, based upon of the advice unreimbursed amount of counsel, to refund) such honored drawing and of such Lender's respective participation therein. Each applicable Lender shall make available to US Borrower for any reason. Each Lender with a US Revolver Commitment acknowledges and agrees that its obligation to deliver to US Agent, for the account of the US Issuing Lender, Bank an amount equal to its respective Pro Rata Share of each participation in Dollars and in Same Day Funds at US Letter of Credit Disbursement pursuant to this Section 2.11(aIssuing Bank's Principal Office not later than 12:00 noon (New York City time) shall be absolute and unconditional and such remittance shall be made notwithstanding on the occurrence or continuation of an Event of Default or Default or first Business Day after the failure to satisfy date notified by US Issuing Bank. In the event that any condition set forth in Section 3. If any such applicable Lender fails to make available to US Agent Issuing Bank on such Business Day the amount of such Lender’s Pro Rata Share of a 's participation in such US Letter of Credit Disbursement as provided in this SectionSection 2.3(a)(iv), such Lender shall be deemed to be a Defaulting Lender and US Agent (for the account of the US Issuing Lender) Bank shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Defaulting Lender Rate until paid in full. (iii) US Borrower hereby agrees to indemnify, save, defend, and hold the Lender Group harmless from any damage, loss, cost, expense, or liability (other than Taxes, which shall be governed by Section 16), and reasonable attorneys’ fees incurred rate customarily used by US Issuing Lender, or Bank for the correction of errors among banks for three Business Days and thereafter at the Base Rate. Nothing in this Section 2.3(a)(iv) shall be deemed to prejudice the right of any other member applicable Lender to recover from US Issuing Bank any amounts made available by such Lender to US Issuing Bank pursuant to this Section in the event that it is determined by the final judgment of the Lender Group arising out of or in connection with any US Letter of Credit; provided, however, that US Borrower shall not be obligated hereunder to indemnify for any loss, cost, expense, or liability that a court of competent jurisdiction finally determines that the payment with respect to have resulted from the a US Letter of Credit in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of the US Issuing Lender Bank. In the event US Issuing Bank shall have been reimbursed by other applicable US Facility Lenders pursuant to this Section 2.3(a)(iv) for all or any other member portion of the Lender Group as determined pursuant to a final, non-appealable order of a court of competent jurisdiction. US Borrower understands and agrees that none of the any drawing honored by US Issuing Lender, nor any other member of the Lender Group shall be liable for any error, negligence, or mistake, whether of omission or commission, in following US Borrower’s instructions or those contained in the US Letter of Credit or any modifications, amendments, or supplements thereto. US Borrower hereby acknowledges and agrees that none of the US Issuing Lender, nor any other member of the Lender Group shall be responsible for delays, errors, or omissions resulting from the malfunction of equipment in connection with any US Letter of Credit. (iv) The obligation of US Borrower to reimburse the Issuing Lender for each drawing Bank under each US Letter of Credit shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following: (A) any lack of validity or enforceability of such Letter of Credit, this Agreement, or another Loan Document, (B) the existence of any claim, counterclaim, setoff, defense or other right that US Borrower or any of its Subsidiaries may have at any time against any beneficiary or any transferee of such US Letter of Credit (or any Person for whom any such beneficiary or any such transferee maybe acting), the Issuing Lender or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction, (C) any draft, demand, certificate or other document presented under such US Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect, or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such US Letter of Credit, (D) any payment by the US Issuing Lender under such US Letter of Credit against presentation of a draft or certificate that does not substantially or strictly comply with the terms of such US Letter of Credit (including, without limitation, any requirement that presentation be made at a particular place or by a particular time of day), or any payment made by the US Issuing Lender under such US Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such US Letter of Credit, (E) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or discharge of, any US Borrower or any of its Subsidiaries, or (F) the fact that any Event of Default shall have occurred and be continuing. (v) US Borrower acknowledges and agrees that any and all customary issuance charges, commissions, charges for amendments, extensions, drawings and renewals, fees, and costs incurred by the US Issuing Lender relating to US Letters of Credit shall be Lender Group Expenses for purposes of this Agreement and shall be reimbursable immediately by US Borrower to US Agent for the account of the US Issuing Lender; provided, that such additional charges, commissions, fees or costs shall not be charged with respect to US Letters of Credit that are stand-by Letters of Credit. (vi) If by reason of (i) any change after the Closing Date in any applicable law, treaty, rule, or regulation or any change in the interpretation or application thereof by any Governmental Authority, or (ii) compliance by the US Issuing Lender or any other member of the Lender Group with any direction, request, or requirement (irrespective of whether having the force of law) of any Governmental Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto): (A) any reserve, deposit, or similar requirement is or shall be imposed or modified in respect of any US Letter of Credit issued or caused to be issued hereunder or hereby, or (B) there shall be imposed on the US Issuing Lender or any other member of the Lender Group, any other condition regarding any US Letter of Credit, and the result of the foregoing is to increase, directly or indirectly, the cost to the US Issuing Lender or any other member of the Lender Group of issuing, making, participating in, or maintaining any Bank shall distribute to US Letter of Credit or to reduce the amount receivable in respect thereof, then, and in any such case, US Agent may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify US BorrowerFacility Agent, and US Borrower Facility Agent shall pay within 30 days after demand therefor, in turn distribute to each applicable US Facility Lender which has paid all amounts payable by it under this Section 2.3(a)(iv) with respect to such amounts as US Agent may specify to be necessary to compensate the honored drawing such Lender's Pro Rata Share of all payments subsequently received by US Issuing Lender or any other member of the Lender Group for such additional cost or reduced receipt, together with interest on such amount Bank from the date Company in reimbursement of such demand until payment in full thereof at the rate then applicable to US Base Rate Loans hereunder; provided, however, that US Borrower honored drawing when such payments are received. Any such distribution shall not be required to provide any compensation pursuant to this Section 2.11(g) for any such amounts incurred more than 180 days prior to the date on which the demand for payment of such amounts is first made to Borrower (provided, that notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines an applicable Lender at its Lending Office or directives thereunder or issued in connection therewith shall be deemed to be a change in applicable law or compliance requirement enacted after the Closing Date regardless of the date actually enacted, adopted or issued); provided further, however, that if an event or circumstance giving rise to at such amounts is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. The determination by US Agent of any amount due pursuant to this Section 2.11(g), other address as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties heretosuch Lender may request.

US Letters of Credit. (a) The US Letter of Credit Commitment. (i) Subject to the terms and conditions of this Agreementset forth herein, (A) the US L/C Issuer agrees, in reliance upon the request agreements of the other Lenders set forth in this Section 2.04, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue US Letters of Credit for the account of the US Borrower, and to amend or renew US Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the US Letters of Credit; and (B) the Lenders severally agree to participate in US Letters of Credit issued for the account of the US Borrower made in accordance herewith, the and any drawings thereunder; provided that after giving effect to any US Issuing Lender agrees L/C Credit Extension with respect to issue a requested any US Letter of Credit, (x) the Total US Outstandings shall not exceed the Aggregate US Commitments, (y) the aggregate Outstanding Amount of the US Committed Loans of any Lender, plus such Lender's Pro Rata Share of the Outstanding Amount of all US L/C Obligations, plus such Lender's Pro Rata Share of the Outstanding Amount of all US Swing Line Loans shall not exceed such Lender's US Commitment, and (z) the Outstanding Amount of the US L/C Obligations shall not exceed the US Letter of Credit Sublimit. By submitting a Each request to by the US Issuing Lender Borrower for the issuance or amendment of a US Letter of Credit, Credit shall be deemed to be a representation by the US Borrower that the US L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the US Borrower's ability to obtain US Letters of Credit shall be fully revolving, and accordingly the US Borrower may, during the foregoing period, obtain US Letters of Credit to replace US Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing US Letters of Credit shall be deemed to have requested that been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. (ii) The US Issuing Lender L/C Issuer shall not issue any US Letter of Credit, if the expiry date of such requested US Letter of Credit. Each request for Credit would occur after the issuance Letter of a Credit Expiration Date, unless all the Lenders have approved such expiry date. (iii) The US L/C Issuer shall not be under any obligation to issue any US Letter of Credit if: DEVON CREDIT AGREEMENT (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the US L/C Issuer from issuing such US Letter of Credit, or the amendment, renewal, or extension of any outstanding US Letter of Credit, shall be made in writing by an Authorized Person of US Borrower and delivered Law applicable to the US Issuing Lender via hand delivery, telefacsimileL/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the US L/C Issuer shall prohibit, 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 that the US Issuing Lender and shall specify (A) the amount of such US Letter of Credit, (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 (includingL/C Issuer refrain from, the conditions issuance of drawing, and, in the case letters of an amendment, renewal, credit generally 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. 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 that supports the obligations of US Borrower or its Subsidiaries (1) in respect of (x) a lease of real property, 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 shall have no obligation to issue a US Letter of Credit if any of the following would result after giving effect to the requested issuance: (I) the US Letter of Credit Usage would exceed the US Borrowing Base less the outstanding amount of US Advances (inclusive of US Swing Loans), or (II) the US Letter of Credit Usage would exceed $20,000,000, or (III) the US Letter of Credit Usage would exceed the Maximum US Revolver Amount less the outstanding amount of US Advances (including US Swing Loans). The US Borrower and the Lender Group hereby acknowledge and agree that all Existing US Letters of Credit shall constitute US Letters of Credit under this Agreement on and after the Closing Date with the same effect as if such US Existing Letters of Credit were issued by US Issuing Lender at the request of US Borrower on the Closing Date. Each US Letter of Credit shall be in form and substance reasonably acceptable to the US Issuing Lender, including the requirement that the amounts payable thereunder must be payable in US Dollars. If US Issuing Lender makes a payment under a US Letter of Credit, US Borrower shall pay to US Agent an amount equal to the applicable US Letter of Credit Disbursement on the date such US Letter of Credit Disbursement is made and, in particular or shall impose upon the absence of US L/C Issuer with respect to such payment, the amount of the US Letter of Credit Disbursement immediately any restriction, reserve or capital requirement (for which the US L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the US L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and automatically shall be deemed which the US L/C Issuer in good xxxxx xxxxx material to be an it, unless the US Advance hereunder and, initially, shall bear interest at the rate then applicable to US Advances Borrower confirms that are US Base Rate Loans. If a US Letter of Credit Disbursement is deemed to be a US Advance hereunder (notwithstanding any failure to satisfy any condition precedent set forth in Section 3.2), US Borrower’s obligation to it will pay the amount foregoing; (B) the issuance of such US Letter of Credit Disbursement to US Issuing Lender shall be automatically converted into an obligation to pay would violate any Laws; (C) except as otherwise agreed by the resulting US Advance. Promptly following receipt by US Administrative Agent of any payment from US Borrower pursuant to this paragraph, US Agent shall distribute such payment to the US Issuing Lender or, to the extent that Lenders have made payments pursuant to Section 2.11(a) to reimburse the US Issuing Lender, then to such Lenders and the US Issuing Lender as their interests may appear.L/C Issuer, such US Letter of Credit is in an initial face amount less than US $10,000; (iiD) Promptly following receipt such US Letter of Credit is to be denominated in a notice currency other than US Dollars; or (E) if the US L/C Issuer is JPMorgan, if such US Letter of Credit is to be issued after the Closing Date unless such US Letter of Credit renews, amends or replaces a US Letter of Credit Disbursement pursuant to Section 2.11(a), each Lender with a US Revolver Commitment agrees to fund its Pro Rata Share of any US Advance deemed made pursuant to Section 2.11(a) on the same terms and conditions as if US Borrower had requested the amount thereof as a US Advance and US Agent shall promptly pay to US Issuing Lender the amounts so received by it from the Lenders. By the issuance of a US Letter of Credit (or an amendment, renewal, or extension of a Letter of Credit) and without any further action on the part of the US Issuing Lender or the Lenders with US Revolver Commitments, the US Issuing Lender shall be deemed to have granted to each Lender with a US Revolver Commitment, and each Lender with a US Revolver Commitment shall be deemed to have purchased, a participation in each US Letter of Credit previously issued by US Issuing Lender in an amount equal to JPMorgan or one of its Pro Rata Share of such US Letter of Credit, and each such Lender agrees to pay to US Agent, for the account of the US Issuing Lender, such Lender’s Pro Rata Share of any US Letter of Credit Disbursement made by US Issuing Lender under the applicable US Letter of Credit. In consideration and in furtherance of the foregoing, each Lender with a US Revolver Commitment hereby absolutely and unconditionally agrees to pay to US Agent, for the account of the US Issuing Lender, such Lender’s Pro Rata Share of each US Letter of Credit Disbursement made by US Issuing Lender and not reimbursed by US Borrower on the date due as provided in Section 2.11(a), or of any reimbursement payment required to be refunded (or that US Agent or US Issuing Lender elects, based upon the advice of counsel, to refund) to US Borrower for any reason. Each Lender with a US Revolver Commitment acknowledges and agrees that its obligation to deliver to US Agent, for the account of the US Issuing Lender, an amount equal to its respective Pro Rata Share of each US Letter of Credit Disbursement pursuant to this Section 2.11(a) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 3. If any such Lender fails to make available to US Agent the amount of such Lender’s Pro Rata Share of a US Letter of Credit Disbursement as provided in this Section, such Lender shall be deemed to be a Defaulting Lender and US Agent (for the account of the US Issuing Lender) shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Defaulting Lender Rate until paid in full. (iii) US Borrower hereby agrees to indemnify, save, defend, and hold the Lender Group harmless from any damage, loss, cost, expense, or liability (other than Taxes, which shall be governed by Section 16), and reasonable attorneys’ fees incurred by US Issuing Lender, or any other member of the Lender Group arising out of or in connection with any US Letter of Credit; provided, however, that US Borrower shall not be obligated hereunder to indemnify for any loss, cost, expense, or liability that a court of competent jurisdiction finally determines to have resulted from the gross negligence or willful misconduct of the US Issuing Lender or any other member of the Lender Group as determined pursuant to a final, non-appealable order of a court of competent jurisdiction. US Borrower understands and agrees that none of the US Issuing Lender, nor any other member of the Lender Group shall be liable for any error, negligence, or mistake, whether of omission or commission, in following US Borrower’s instructions or those contained in the US Letter of Credit or any modifications, amendments, or supplements thereto. US Borrower hereby acknowledges and agrees that none of the US Issuing Lender, nor any other member of the Lender Group shall be responsible for delays, errors, or omissions resulting from the malfunction of equipment in connection with any US Letter of CreditAffiliates. (iv) The obligation of US Borrower to reimburse the Issuing Lender for each drawing under each L/C Issuer shall not amend any US Letter of Credit if the US L/C Issuer would not be permitted at such time to issue such US Letter of Credit in its amended form under the terms hereof. (v) The US L/C Issuer shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms under no obligation to amend any US Letter of this Agreement under all circumstances, including the following: Credit if (A) any lack of validity or enforceability of the US L/C Issuer would have no obligation at such time to issue such US Letter of Credit, this AgreementCredit in its amended form under the terms hereof, or another Loan Document, (B) the existence of any claim, counterclaim, setoff, defense or other right that US Borrower or any of its Subsidiaries may have at any time against any beneficiary or any transferee of such US Letter of Credit (or any Person for whom any such beneficiary or any such transferee maybe acting), does not accept the Issuing Lender or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction, (C) any draft, demand, certificate or other document presented under such US Letter of Credit proving proposed amendment to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect, or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such US Letter of Credit, (D) any payment by the US Issuing Lender under such US Letter of Credit against presentation of a draft or certificate that does not substantially or strictly comply with the terms of such US Letter of Credit (including, without limitation, any requirement that presentation be made at a particular place or by a particular time of day), or any payment made by the US Issuing Lender under such US Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such US Letter of Credit, (E) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or discharge of, any US Borrower or any of its Subsidiaries, or (F) the fact that any Event of Default shall have occurred and be continuing. (v) US Borrower acknowledges and agrees that any and all customary issuance charges, commissions, charges for amendments, extensions, drawings and renewals, fees, and costs incurred by the US Issuing Lender relating to US Letters of Credit shall be Lender Group Expenses for purposes of this Agreement and shall be reimbursable immediately by US Borrower to US Agent for the account of the US Issuing Lender; provided, that such additional charges, commissions, fees or costs shall not be charged with respect to US Letters of Credit that are stand-by Letters of Credit. (vi) If by reason of (i) any change after the Closing Date in any applicable law, treaty, rule, or regulation or any change in the interpretation or application thereof by any Governmental Authority, or (ii) compliance by the US Issuing Lender or any other member of the Lender Group with any direction, request, or requirement (irrespective of whether having the force of law) of any Governmental Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto): (A) any reserve, deposit, or similar requirement is or shall be imposed or modified in respect of any US Letter of Credit issued or caused to be issued hereunder or hereby, or (B) there shall be imposed on the US Issuing Lender or any other member of the Lender Group, any other condition regarding any US Letter of Credit, and the result of the foregoing is to increase, directly or indirectly, the cost to the US Issuing Lender or any other member of the Lender Group of issuing, making, participating in, or maintaining any US Letter of Credit or to reduce the amount receivable in respect thereof, then, and in any such case, US Agent may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify US Borrower, and US Borrower shall pay within 30 days after demand therefor, such amounts as US Agent may specify to be necessary to compensate the US Issuing Lender or any other member of the Lender Group for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to US Base Rate Loans hereunder; provided, however, that US Borrower shall not be required to provide any compensation pursuant to this Section 2.11(g) for any such amounts incurred more than 180 days prior to the date on which the demand for payment of such amounts is first made to Borrower (provided, that notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a change in applicable law or compliance requirement enacted after the Closing Date regardless of the date actually enacted, adopted or issued); provided further, however, that if an event or circumstance giving rise to such amounts is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. The determination by US Agent of any amount due pursuant to this Section 2.11(g), as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto.

US Letters of Credit. (i) Subject to Each US Issuing Bank agrees, on the terms and conditions of this Agreementhereinafter set forth, 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 ”) 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 Lender 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 Letters of Credit under this Section 2.01(e). If a US Letter of Credit, US Borrower Credit shall be deemed to have requested that US Issuing Lender issue the requested US Letter of Credit. Each request for the issuance on behalf of a US Letter of CreditSubsidiary that is not a Borrower hereunder, or the amendment, renewal, or extension of any outstanding US Letter of Credit, Company shall be made in writing by an Authorized Person of US Borrower and delivered have furnished to the US Issuing Lender via hand deliveryBank, 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 Lender and shall specify (A) Bank, customary “know your customer” information regarding such Subsidiary at least three Business Days prior to the amount date of such the requested issuance. Each “Existing US Letter of Credit, (B” listed on Part A of Schedule 2.01(e) 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 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 deemed to 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 constitute a US Letter of Credit issued hereunder, and each Lender that supports the obligations is an issuer of US Borrower or its Subsidiaries (1) in respect of (x) a lease of real property, 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 shall have no obligation to issue such a US Letter of Credit if shall, for purposes of Section 2.03, be deemed to be an US Issuing Bank for each such letter of credit, provided that any renewal or replacement of the following would result after giving effect any such letter of credit shall be issued by an US Issuing Bank pursuant to the requested issuance: (I) the US Letter terms of Credit Usage would exceed the US Borrowing Base less the outstanding amount of US Advances (inclusive of US Swing Loans), or (II) the US Letter of Credit Usage would exceed $20,000,000, or (III) the US Letter of Credit Usage would exceed the Maximum US Revolver Amount less the outstanding amount of US Advances (including US Swing Loans)this Agreement. The US Borrower terms “issue”, “issued”, “issuance” and the Lender Group hereby acknowledge and agree that all Existing US Letters of Credit shall constitute US Letters of Credit under this Agreement on and after the Closing Date with the same effect as if such US Existing Letters of Credit were issued by US Issuing Lender at the request of US Borrower on the Closing Date. Each US Letter of Credit shall be in form and substance reasonably acceptable similar terms, when applied to the US Issuing Lender, including the requirement that the amounts payable thereunder must be payable in US Dollars. If US Issuing Lender makes a payment under a US Letter of Credit, US Borrower shall pay to US Agent an amount equal to the applicable US Letter of Credit Disbursement on the date such US Letter of Credit Disbursement is made and, in the absence of such payment, the amount of the US Letter of Credit Disbursement immediately and automatically shall be deemed to be an US Advance hereunder and, initially, shall bear interest at the rate then applicable to US Advances that are US Base Rate Loans. If a US Letter of Credit Disbursement is deemed to be a US Advance hereunder (notwithstanding include any failure to satisfy any condition precedent set forth in Section 3.2), US Borrower’s obligation to pay the amount of such US Letter of Credit Disbursement to US Issuing Lender shall be automatically converted into an obligation to pay the resulting US Advance. Promptly following receipt by US Agent of any payment from US Borrower pursuant to this paragraph, US Agent shall distribute such payment to the US Issuing Lender or, to the extent that Lenders have made payments pursuant to Section 2.11(a) to reimburse the US Issuing Lender, then to such Lenders and the US Issuing Lender as their interests may appear. (ii) Promptly following receipt of a notice of a US Letter of Credit Disbursement pursuant to Section 2.11(a), each Lender with a US Revolver Commitment agrees to fund its Pro Rata Share of any US Advance deemed made pursuant to Section 2.11(a) on the same terms and conditions as if US Borrower had requested the amount thereof as a US Advance and US Agent shall promptly pay to US Issuing Lender the amounts so received by it from the Lenders. By the issuance of a US Letter of Credit (or an amendment, renewal, extension or extension of a Letter of Credit) and without any further action on the part of the US Issuing Lender or the Lenders with US Revolver Commitments, the US Issuing Lender shall be deemed to have granted to each Lender with a US Revolver Commitment, and each Lender with a US Revolver Commitment shall be deemed to have purchased, a participation in each US Letter of Credit issued by US Issuing Lender in an amount equal to its Pro Rata Share of such US Letter of Credit, and each such Lender agrees to pay to US Agent, for the account of the US Issuing Lender, such Lender’s Pro Rata Share of any US Letter of Credit Disbursement made by US Issuing Lender under the applicable US Letter of Credit. In consideration and in furtherance of the foregoing, each Lender with a US Revolver Commitment hereby absolutely and unconditionally agrees to pay to US Agent, for the account of the US Issuing Lender, such Lender’s Pro Rata Share of each US Letter of Credit Disbursement made by US Issuing Lender and not reimbursed by US Borrower on the date due as provided in Section 2.11(a), or of any reimbursement payment required to be refunded (or that US Agent or US Issuing Lender elects, based upon the advice of counsel, to refund) to US Borrower for any reason. Each Lender with a US Revolver Commitment acknowledges and agrees that its obligation to deliver to US Agent, for the account of the US Issuing Lender, an amount equal to its respective Pro Rata Share of each US Letter of Credit Disbursement pursuant to this Section 2.11(a) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 3. If any such Lender fails to make available to US Agent the amount of such Lender’s Pro Rata Share of a US Letter of Credit Disbursement as provided in this Section, such Lender shall be deemed to be a Defaulting Lender and US Agent (for the account of the US Issuing Lender) shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Defaulting Lender Rate until paid in fullamendment thereof. (iii) US Borrower hereby agrees to indemnify, save, defend, and hold the Lender Group harmless from any damage, loss, cost, expense, or liability (other than Taxes, which shall be governed by Section 16), and reasonable attorneys’ fees incurred by US Issuing Lender, or any other member of the Lender Group arising out of or in connection with any US Letter of Credit; provided, however, that US Borrower shall not be obligated hereunder to indemnify for any loss, cost, expense, or liability that a court of competent jurisdiction finally determines to have resulted from the gross negligence or willful misconduct of the US Issuing Lender or any other member of the Lender Group as determined pursuant to a final, non-appealable order of a court of competent jurisdiction. US Borrower understands and agrees that none of the US Issuing Lender, nor any other member of the Lender Group shall be liable for any error, negligence, or mistake, whether of omission or commission, in following US Borrower’s instructions or those contained in the US Letter of Credit or any modifications, amendments, or supplements thereto. US Borrower hereby acknowledges and agrees that none of the US Issuing Lender, nor any other member of the Lender Group shall be responsible for delays, errors, or omissions resulting from the malfunction of equipment in connection with any US Letter of Credit. (iv) The obligation of US Borrower to reimburse the Issuing Lender for each drawing under each US Letter of Credit shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following: (A) any lack of validity or enforceability of such Letter of Credit, this Agreement, or another Loan Document, (B) the existence of any claim, counterclaim, setoff, defense or other right that US Borrower or any of its Subsidiaries may have at any time against any beneficiary or any transferee of such US Letter of Credit (or any Person for whom any such beneficiary or any such transferee maybe acting), the Issuing Lender or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction, (C) any draft, demand, certificate or other document presented under such US Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect, or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such US Letter of Credit, (D) any payment by the US Issuing Lender under such US Letter of Credit against presentation of a draft or certificate that does not substantially or strictly comply with the terms of such US Letter of Credit (including, without limitation, any requirement that presentation be made at a particular place or by a particular time of day), or any payment made by the US Issuing Lender under such US Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such US Letter of Credit, (E) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or discharge of, any US Borrower or any of its Subsidiaries, or (F) the fact that any Event of Default shall have occurred and be continuing. (v) US Borrower acknowledges and agrees that any and all customary issuance charges, commissions, charges for amendments, extensions, drawings and renewals, fees, and costs incurred by the US Issuing Lender relating to US Letters of Credit shall be Lender Group Expenses for purposes of this Agreement and shall be reimbursable immediately by US Borrower to US Agent for the account of the US Issuing Lender; provided, that such additional charges, commissions, fees or costs shall not be charged with respect to US Letters of Credit that are stand-by Letters of Credit. (vi) If by reason of (i) any change after the Closing Date in any applicable law, treaty, rule, or regulation or any change in the interpretation or application thereof by any Governmental Authority, or (ii) compliance by the US Issuing Lender or any other member of the Lender Group with any direction, request, or requirement (irrespective of whether having the force of law) of any Governmental Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto): (A) any reserve, deposit, or similar requirement is or shall be imposed or modified in respect of any US Letter of Credit issued or caused to be issued hereunder or hereby, or (B) there shall be imposed on the US Issuing Lender or any other member of the Lender Group, any other condition regarding any US Letter of Credit, and the result of the foregoing is to increase, directly or indirectly, the cost to the US Issuing Lender or any other member of the Lender Group of issuing, making, participating in, or maintaining any US Letter of Credit or to reduce the amount receivable in respect thereof, then, and in any such case, US Agent may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify US Borrower, and US Borrower shall pay within 30 days after demand therefor, such amounts as US Agent may specify to be necessary to compensate the US Issuing Lender or any other member of the Lender Group for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to US Base Rate Loans hereunder; provided, however, that US Borrower shall not be required to provide any compensation pursuant to this Section 2.11(g) for any such amounts incurred more than 180 days prior to the date on which the demand for payment of such amounts is first made to Borrower (provided, that notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a change in applicable law or compliance requirement enacted after the Closing Date regardless of the date actually enacted, adopted or issued); provided further, however, that if an event or circumstance giving rise to such amounts is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. The determination by US Agent of any amount due pursuant to this Section 2.11(g), as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto.

US Letters of Credit. (a) The US Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each US L/C Issuer agrees, in reliance upon the agreements of the other US Lenders set forth in this AgreementSection 2.04, (1) from time to time on any Business Day during the period from the Effective Date until the Letter of Credit Expiration Date, to issue US Letters of Credit for the account of the US Facility Borrower, and to amend or renew US Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the US Letters of Credit issued by it; and (B) the US Lenders severally agree to participate in US Letters of Credit issued for the account of the US Facility Borrower and any drawings thereunder; provided that after giving effect to any US L/C Credit Extension with respect to any US Letter of Credit, (x) the Total US Outstandings shall not exceed the Aggregate US Commitments, (y) the aggregate Outstanding Amount of the US Committed Loans of any US Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all US L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all US Swing Line Loans shall not exceed such Lender’s US Commitment, and (z) the Outstanding Amount of the US L/C Obligations shall not exceed the US Letter of Credit Sublimit. Each request by the US Facility Borrower for the issuance or amendment of a US Letter of Credit shall be deemed to be a representation by the US Facility Borrower that the US L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the US Facility Borrower’s ability to obtain US Letters of Credit shall be fully revolving, and accordingly the US Facility Borrower may, during the foregoing period, obtain US Letters of Credit to replace US Letters of Credit that have expired or that have been drawn upon and reimbursed. (ii) A US L/C Issuer shall not issue any US Letter of Credit if the expiry date of such requested US Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the US Lenders have approved such expiry date. (iii) A US L/C Issuer shall not be under any obligation to issue any US Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such US L/C Issuer from issuing such US Letter of Credit, or any Law applicable to such US L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such US L/C Issuer shall prohibit, or request that such US L/C Issuer refrain from, the issuance of letters of credit generally or such US Letter of Credit in particular or shall impose upon such US L/C Issuer with respect to such US Letter of Credit any restriction, reserve or capital requirement (for which such US L/C Issuer is not otherwise compensated hereunder) not in effect on the date hereof, or shall impose upon such US L/C Issuer any unreimbursed loss, cost or expense that was not applicable on the date hereof and that such US L/C Issuer in good fxxxx xxxxx material to it, unless the US Facility Borrower confirms that it will pay the foregoing; (B) the issuance of such US Letter of Credit would violate any Laws; (C) except as otherwise agreed by the Administrative Agent and such US L/C Issuer, such US Letter of Credit is in an initial face amount less than US $10,000; or (D) such US Letter of Credit is to be denominated in a currency other than US Dollars. (iv) A US L/C Issuer shall not amend any US Letter of Credit if such US L/C Issuer would not be permitted at such time to issue such US Letter of Credit in its amended form under the terms hereof. (v) A US L/C Issuer shall be under no obligation to amend any US Letter of Credit if (A) such US L/C Issuer would have no obligation at such time to issue such US Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such US Letter of Credit does not accept the proposed amendment to such US Letter of Credit. (b) Procedures for Issuance and Amendment of US Letters of Credit. (i) Each US Letter of Credit shall be issued or amended, as the case may be, upon the request of US Borrower made in accordance herewith, the US Issuing Lender agrees Facility Borrower delivered to issue a requested US L/C Issuer (with a copy to the Administrative Agent) in the form of a US Letter of CreditCredit Application, appropriately completed and signed by a Responsible Officer of the US Facility Borrower. By submitting Such US Letter of Credit Application must be received by the applicable US L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and such US L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request to US Issuing Lender for the an initial issuance of a US Letter of Credit, such US Borrower Letter of Credit Application shall be deemed specify in form and detail satisfactory to have requested that the applicable US Issuing Lender issue L/C Issuer: (A) the proposed issuance date of the requested US Letter of Credit. Each request for the issuance of a US Letter of Credit, or the amendment, renewal, or extension of any outstanding US Letter of Credit, Credit (which shall be made in writing by an Authorized Person of US Borrower and delivered to the US Issuing Lender 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 Lender and shall specify (A) the amount of such US Letter of Credit, a Business Day); (B) the date of issuance, amendment, renewal, or extension of such US Letter of Credit, amount thereof; (C) the proposed expiration expiry date of such US Letter of Credit, thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) such other matters as the applicable US L/C Issuer may reasonably require. In the case of a request for an amendment of any outstanding US Letter of Credit, such US Letter of Credit Application shall specify in form and detail satisfactory to the applicable US L/C Issuer (EA) 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; (B) as the proposed date of amendment thereof (which shall be necessary a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as the applicable US L/C Issuer may require. Additionally, the US Facility Borrower shall furnish to preparethe applicable US L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested US Letter of Credit issuance or amendment, amendincluding any Issuer Documents, renewas the applicable US L/C Issuer or the Administrative Agent may reasonably require. (ii) Promptly after receipt of any US Letter of Credit Application, the applicable US L/C Issuer will confirm with the Administrative Agent (by telephone or extend in writing) that the Administrative Agent has received a copy of such US Letter of CreditCredit Application from the US Facility Borrower and, if not, the applicable US L/C Issuer will provide the Administrative Agent with a copy thereof. Each Unless the applicable US L/C Issuer has received written notice from any Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable US Letter of Credit Credit, that one or more applicable conditions contained in Article VI shall not then be denominated in US Dollars. Anything contained herein satisfied, then, subject to the contrary notwithstandingterms and conditions hereof, such US L/C Issuer shall, on the US Issuing Lender may, but shall not be obligated torequested date, issue a US Letter of Credit that supports for the obligations account of the US Facility Borrower or its Subsidiaries (1) enter into the applicable amendment, as the case may be, in respect of (x) a lease of real property, 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 shall have no obligation to issue a US Letter of Credit if any of the following would result after giving effect to the requested issuance: (I) the US Letter of Credit Usage would exceed the US Borrowing Base less the outstanding amount of US Advances (inclusive of US Swing Loans), or (II) the US Letter of Credit Usage would exceed $20,000,000, or (III) the US Letter of Credit Usage would exceed the Maximum US Revolver Amount less the outstanding amount of US Advances (including US Swing Loans). The US Borrower and the Lender Group hereby acknowledge and agree that all Existing US Letters of Credit shall constitute US Letters of Credit under this Agreement on and after the Closing Date each case in accordance with the same effect as if such US Existing Letters L/C Issuer’s usual and customary business practices. Immediately upon the issuance of Credit were issued by US Issuing Lender at the request of US Borrower on the Closing Date. Each US Letter of Credit shall be in form and substance reasonably acceptable to the US Issuing Lender, including the requirement that the amounts payable thereunder must be payable in US Dollars. If US Issuing Lender makes a payment under a each US Letter of Credit, each US Borrower Lender shall pay to be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable US Agent L/C Issuer a risk participation in such US Letter of Credit in an amount equal to the applicable US Letter of Credit Disbursement on the date such US Letter of Credit Disbursement is made and, in the absence product of such payment, the amount of the US Letter of Credit Disbursement immediately Lender’s Pro Rata Share and automatically shall be deemed to be an US Advance hereunder and, initially, shall bear interest at the rate then applicable to US Advances that are US Base Rate Loans. If a US Letter of Credit Disbursement is deemed to be a US Advance hereunder (notwithstanding any failure to satisfy any condition precedent set forth in Section 3.2), US Borrower’s obligation to pay the amount of such US Letter of Credit Disbursement to US Issuing Lender shall be automatically converted into an obligation to pay the resulting US Advance. Promptly following receipt by US Agent of any payment from US Borrower pursuant to this paragraph, US Agent shall distribute such payment to the US Issuing Lender or, to the extent that Lenders have made payments pursuant to Section 2.11(a) to reimburse the US Issuing Lender, then to such Lenders and the US Issuing Lender as their interests may appearCredit. (iiiii) Promptly following receipt of a notice of a US Letter of Credit Disbursement pursuant to Section 2.11(a), each Lender with a US Revolver Commitment agrees to fund after its Pro Rata Share of any US Advance deemed made pursuant to Section 2.11(a) on the same terms and conditions as if US Borrower had requested the amount thereof as a US Advance and US Agent shall promptly pay to US Issuing Lender the amounts so received by it from the Lenders. By the issuance of a US Letter of Credit (or an amendment, renewal, or extension of a Letter of Credit) and without any further action on the part of the US Issuing Lender or the Lenders with US Revolver Commitments, the US Issuing Lender shall be deemed to have granted to each Lender with a US Revolver Commitment, and each Lender with a US Revolver Commitment shall be deemed to have purchased, a participation in each US Letter of Credit issued by US Issuing Lender in an amount equal to its Pro Rata Share of such US Letter of Credit, and each such Lender agrees to pay to US Agent, for the account of the US Issuing Lender, such Lender’s Pro Rata Share delivery of any US Letter of Credit Disbursement made by US Issuing Lender under the applicable US Letter of Credit. In consideration and in furtherance of the foregoing, each Lender with a US Revolver Commitment hereby absolutely and unconditionally agrees or any amendment to pay to US Agent, for the account of the US Issuing Lender, such Lender’s Pro Rata Share of each US Letter of Credit Disbursement made by US Issuing Lender and not reimbursed by US Borrower on the date due as provided in Section 2.11(a), or of any reimbursement payment required to be refunded (or that US Agent or US Issuing Lender elects, based upon the advice of counsel, to refund) to US Borrower for any reason. Each Lender with a US Revolver Commitment acknowledges and agrees that its obligation to deliver to US Agent, for the account of the US Issuing Lender, an amount equal to its respective Pro Rata Share of each US Letter of Credit Disbursement pursuant to this Section 2.11(a) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 3. If any such Lender fails to make available to US Agent the amount of such Lender’s Pro Rata Share of a US Letter of Credit Disbursement as provided in this Sectionto an advising bank with respect thereto or to the beneficiary thereof, such Lender shall be deemed the applicable US L/C Issuer will also deliver to be a Defaulting Lender and US Agent (for the account of the US Issuing Lender) shall be entitled to recover such amount on demand from such Lender together with interest thereon at Facility Borrower and the Defaulting Lender Rate until paid in full. (iii) US Borrower hereby agrees to indemnify, save, defend, Administrative Agent a true and hold the Lender Group harmless from any damage, loss, cost, expense, or liability (other than Taxes, which shall be governed by Section 16), and reasonable attorneys’ fees incurred by US Issuing Lender, or any other member of the Lender Group arising out of or in connection with any US Letter of Credit; provided, however, that US Borrower shall not be obligated hereunder to indemnify for any loss, cost, expense, or liability that a court of competent jurisdiction finally determines to have resulted from the gross negligence or willful misconduct of the US Issuing Lender or any other member of the Lender Group as determined pursuant to a final, non-appealable order of a court of competent jurisdiction. US Borrower understands and agrees that none of the US Issuing Lender, nor any other member of the Lender Group shall be liable for any error, negligence, or mistake, whether of omission or commission, in following US Borrower’s instructions or those contained in the US Letter of Credit or any modifications, amendments, or supplements thereto. US Borrower hereby acknowledges and agrees that none of the US Issuing Lender, nor any other member of the Lender Group shall be responsible for delays, errors, or omissions resulting from the malfunction of equipment in connection with any US Letter of Credit. (iv) The obligation of US Borrower to reimburse the Issuing Lender for each drawing under each US Letter of Credit shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following: (A) any lack of validity or enforceability of such Letter of Credit, this Agreement, or another Loan Document, (B) the existence of any claim, counterclaim, setoff, defense or other right that US Borrower or any of its Subsidiaries may have at any time against any beneficiary or any transferee complete copy of such US Letter of Credit (or amendment. Upon the request of any Person for whom any such beneficiary or any such transferee maybe acting)US Lender, the Issuing Lender or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction, (C) any draft, demand, certificate or other document presented under Administrative Agent will notify such US Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect, or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such US Letter of Credit, (D) any payment by the US Issuing Lender under such US Letter of Credit against presentation of a draft or certificate that does not substantially or strictly comply with the terms of such US Letter of Credit (including, without limitation, any requirement that presentation be made at a particular place or by a particular time of day), or any payment made by the US Issuing Lender under such US Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such US Letter of Credit, (E) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or discharge of, any US Borrower or any of its Subsidiaries, or (F) the fact that any Event of Default shall have occurred and be continuing. (v) US Borrower acknowledges and agrees that any and all customary issuance charges, commissions, charges for amendments, extensions, drawings and renewals, fees, and costs incurred by the US Issuing Lender relating to US Letters of Credit shall be Lender Group Expenses for purposes of this Agreement and shall be reimbursable immediately by US Borrower to US Agent for the account amount of the US Issuing Lender; provided, that such additional charges, commissions, fees or costs shall not be charged with respect to US Letters LC Obligations as of Credit that are stand-by Letters of Credit. (vi) If by reason of (i) any change after the Closing Date in any applicable law, treaty, rule, or regulation or any change in the interpretation or application thereof by any Governmental Authority, or (ii) compliance by the US Issuing Lender or any other member of the Lender Group with any direction, request, or requirement (irrespective of whether having the force of law) of any Governmental Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto): (A) any reserve, deposit, or similar requirement is or shall be imposed or modified in respect of any US Letter of Credit issued or caused to be issued hereunder or hereby, or (B) there shall be imposed on the US Issuing Lender or any other member of the Lender Group, any other condition regarding any US Letter of Credit, and the result of the foregoing is to increase, directly or indirectly, the cost to the US Issuing Lender or any other member of the Lender Group of issuing, making, participating in, or maintaining any US Letter of Credit or to reduce the amount receivable in respect thereof, then, and in any such case, US Agent may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify US Borrower, and US Borrower shall pay within 30 days after demand therefor, such amounts as US Agent may specify to be necessary to compensate the US Issuing Lender or any other member of the Lender Group for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to US Base Rate Loans hereunder; provided, however, that US Borrower shall not be required to provide any compensation pursuant to this Section 2.11(grequest. (c) for any such amounts incurred more than 180 days prior to the date on which the demand for payment of such amounts is first made to Borrower (provided, that notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform Drawings and Consumer Protection Act and all requests, rules, regulations, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a change in applicable law or compliance requirement enacted after the Closing Date regardless of the date actually enacted, adopted or issued); provided further, however, that if an event or circumstance giving rise to such amounts is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. The determination by US Agent of any amount due pursuant to this Section 2.11(g), as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto.Reimbursements;

US Letters of Credit. (ia) Subject to the terms and conditions of this Agreement, upon the request of US Borrower made in accordance herewith, Upon issuance by the US Issuing Lender agrees to issue a requested of each US Letter of Credit hereunder (and on the Effective Date with respect to each Existing Letter of Credit. By submitting ), each US Revolving Credit Lender shall automatically acquire a request to pro rata participation interest in such US Letter of Credit and each related US Letter of Credit Payment based on its respective US Revolving Credit Percentage. (b) If the US Issuing Lender shall honor a draft or other demand for the issuance of a payment presented or made under any US Letter of Credit, the US Borrower Borrowers agree to pay to the US Issuing Lender an amount equal to the amount paid by the US Issuing Lender in respect of such draft or other demand under such US Letter of Credit and all reasonable expenses paid or incurred by the US Agent relative thereto not later than 1:00 p.m. (Detroit time), in US Dollars, on (i) the Business Day that the US Borrowers received notice of such presentment and honor, if such notice is received prior to 11:00 a.m. (Detroit time) or (ii) the Business Day immediately following the day that the US Borrowers received such notice, if such notice is received after 11:00 a.m. (Detroit time). (c) If the US Issuing Lender shall honor a draft or other demand for payment presented or made under any US Letter of Credit, but the US Borrowers do not reimburse the US Issuing Lender as required under clause (b) above and the US Revolving Credit Aggregate Commitment has not been terminated (whether by maturity, acceleration or otherwise), the US Borrowers shall be deemed to have immediately requested that the US Issuing Lender issue the requested US Letter of Credit. Each request for the issuance of Revolving Credit Lenders make a US Letter Base Rate Advance of Credit, or the amendment, renewal, or extension of US Revolving Credit (which Advance may be subsequently converted at any outstanding US Letter of Credit, shall be made time into a Eurodollar-based Advance pursuant to Section 2.3 hereof) in writing the principal amount equal to the amount paid by an Authorized Person of US Borrower and delivered to the US Issuing Lender via hand delivery, telefacsimile, in respect of such draft 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 Lender and shall specify (A) the amount of demand under such US Letter of Credit, (B) the date of issuance, amendment, renewal, Credit and all reasonable expenses paid 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 incurred by 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. 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 that supports the obligations of US Borrower or its Subsidiaries (1) in respect of (x) a lease of real property, or (y) an employment contract, or (2) at any time that one or more of the Lenders is a Defaulting LenderAgent relative thereto. The US Issuing Agent will promptly notify the US Revolving Credit Lenders of such deemed request, and each such US Lender shall have no obligation to issue a US Letter of Credit if any of the following would result after giving effect make available to the requested issuance: (I) the US Letter of Credit Usage would exceed the US Borrowing Base less the outstanding amount of US Advances (inclusive of US Swing Loans), or (II) the US Letter of Credit Usage would exceed $20,000,000, or (III) the US Letter of Credit Usage would exceed the Maximum US Revolver Amount less the outstanding amount of US Advances (including US Swing Loans). The US Borrower and the Lender Group hereby acknowledge and agree that all Existing US Letters of Credit shall constitute US Letters of Credit under this Agreement on and after the Closing Date with the same effect as if such US Existing Letters of Credit were issued by US Issuing Lender at the request of US Borrower on the Closing Date. Each US Letter of Credit shall be in form and substance reasonably acceptable to the US Issuing Lender, including the requirement that the amounts payable thereunder must be payable in US Dollars. If US Issuing Lender makes a payment under a US Letter of Credit, US Borrower shall pay to US Agent an amount equal to the applicable its pro rata share (based on its US Letter Revolving Credit Percentage) of Credit Disbursement on the date such US Letter of Credit Disbursement is made and, in the absence of such payment, the amount of the US Letter of Credit Disbursement immediately and automatically shall be deemed to be an US Advance hereunder and, initially, shall bear interest at the rate then applicable to US Advances that are US Base Rate Loans. If a US Letter of Credit Disbursement is deemed to be a US Advance hereunder (notwithstanding any failure to satisfy any condition precedent set forth in Section 3.2), US Borrower’s obligation to pay the amount of such US Letter of Credit Disbursement to Advance. (d) If the US Issuing Lender shall be automatically converted into an obligation to pay the resulting honor a draft or other demand for payment presented or made under any US Advance. Promptly following receipt by US Agent Letter of any payment from US Borrower pursuant to this paragraphCredit, US Agent shall distribute such payment to but the US Issuing Lender or, to the extent that Lenders have made payments pursuant to Section 2.11(a) to Borrowers do not reimburse the US Issuing Lender, then to such Lenders and the US Issuing Lender as their interests may appear. required under clause (b) above, and (i) the US Revolving Credit Aggregate Commitment has been terminated (whether by maturity, acceleration or otherwise), or (ii) Promptly following receipt of a notice of a US Letter of Credit Disbursement pursuant to Section 2.11(a), each Lender with a US Revolver Commitment agrees to fund its Pro Rata Share of any US Advance deemed made pursuant to Section 2.11(a) on the same terms and conditions as if US Borrower had requested the amount thereof as a US Advance and US Agent shall promptly pay to US Issuing Lender the amounts so received by it from the Lenders. By the issuance of a US Letter of Credit (or an amendment, renewal, or extension of a Letter of Credit) and without any further action on the part of the US Issuing Lender or the Lenders with US Revolver Commitments, the US Issuing Lender shall be deemed to have granted to each Lender with a US Revolver Commitment, and each Lender with a US Revolver Commitment shall be deemed to have purchased, a participation in each US Letter of Credit issued by US Issuing Lender in an amount equal to its Pro Rata Share of such US Letter of Credit, and each such Lender agrees to pay to US Agent, for the account of the US Issuing Lender, such Lender’s Pro Rata Share of any US Letter of Credit Disbursement made by US Issuing Lender under the applicable US Letter of Credit. In consideration and in furtherance of the foregoing, each Lender with a US Revolver Commitment hereby absolutely and unconditionally agrees to pay to US Agent, for the account of the US Issuing Lender, such Lender’s Pro Rata Share of each US Letter of Credit Disbursement made by US Issuing Lender and not reimbursed by US Borrower on the date due as provided in Section 2.11(a), or of any reimbursement payment required to be refunded (or that US Agent or US Issuing Lender elects, based upon the advice of counsel, to refund) to US Borrower for any reason. Each Lender with a US Revolver Commitment acknowledges and agrees that its obligation to deliver to US Agent, for the account of the US Issuing Lender, an amount equal to its respective Pro Rata Share of each US Letter of Credit Disbursement pursuant to this Section 2.11(a) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 3. If any such Lender fails to make available to US Agent the amount of such Lender’s Pro Rata Share of a US Letter of Credit Disbursement as provided in this Section, such Lender shall be deemed to be a Defaulting Lender and US Agent (for the account of the US Issuing Lender) shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Defaulting Lender Rate until paid in full. (iii) US Borrower hereby agrees to indemnify, save, defend, and hold the Lender Group harmless from any damage, loss, cost, expense, or liability (other than Taxes, which shall be governed by Section 16), and reasonable attorneys’ fees incurred by US Issuing Lender, or any other member of the Lender Group arising out of or in connection with any US Letter of Credit; provided, however, that US Borrower shall not be obligated hereunder to indemnify for any loss, cost, expense, or liability that a court of competent jurisdiction finally determines to have resulted from the gross negligence or willful misconduct of the US Issuing Lender or any other member of the Lender Group as determined pursuant to a final, non-appealable order of a court of competent jurisdiction. US Borrower understands and agrees that none of the US Issuing Lender, nor any other member of the Lender Group shall be liable for any error, negligence, or mistake, whether of omission or commission, in following US Borrower’s instructions or those contained in the US Letter of Credit or any modifications, amendments, or supplements thereto. US Borrower hereby acknowledges and agrees that none of the US Issuing Lender, nor any other member of the Lender Group shall be responsible for delays, errors, or omissions resulting from the malfunction of equipment in connection with any US Letter of Credit. (iv) The obligation of US Borrower to reimburse the Issuing Lender for each drawing under each US Letter of Credit shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following: (A) any lack of validity or enforceability of such Letter of Credit, this Agreement, or another Loan Document, (B) the existence of any claim, counterclaim, setoff, defense or other right that US Borrower or any of its Subsidiaries may have at any time against any beneficiary or any transferee of such US Letter of Credit (or any Person for whom any such beneficiary or any such transferee maybe acting), the Issuing Lender or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction, (C) any draft, demand, certificate or other document presented under such US Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect, or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such US Letter of Credit, (D) any payment received by the US Issuing Lender under such US Letter of Credit against presentation of a draft or certificate that does not substantially or strictly comply with the terms of such US Letter of Credit (including, without limitation, any requirement that presentation be made at a particular place or by a particular time of day), or any payment made by from the US Issuing Lender under such Borrowers is or must be returned or rescinded upon or during any bankruptcy or reorganization of any Credit Party or otherwise, then the US Letter of Agent shall notify each US Revolving Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such US Letter of Credit, (E) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or discharge of, any US Borrower or any of its Subsidiaries, or (F) the fact that any Event of Default shall have occurred and be continuing. (v) US Borrower acknowledges and agrees that any and all customary issuance charges, commissions, charges for amendments, extensions, drawings and renewals, feesLender, and costs incurred by each US Revolving Credit Lender will be obligated to pay the US Issuing Lender relating to US Letters of Credit shall be Lender Group Expenses for purposes of this Agreement and shall be reimbursable immediately by US Borrower to US Agent for the account of the US Issuing Lender; provided, that such additional charges, commissions, fees or costs shall not be charged with respect to Lender its pro rata share (based on its US Letters Revolving Credit Percentage) of Credit that are stand-by Letters of Credit. (vi) If by reason of (i) any change after the Closing Date in any applicable law, treaty, rule, or regulation or any change in the interpretation or application thereof by any Governmental Authority, or (ii) compliance amount paid by the US Issuing Lender or any other member of the Lender Group with any direction, request, or requirement (irrespective of whether having the force of law) of any Governmental Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto): (A) any reserve, deposit, or similar requirement is or shall be imposed or modified in respect of any such draft or other demand under such US Letter of Credit issued and all reasonable expenses paid or caused incurred by the US Agent relative thereto (but no such payment shall diminish the obligations of the US Borrowers hereunder). Upon receipt thereof, the US Agent will deliver to such US Revolving Credit Lender a participation certificate evidencing its participation interest in respect of such payment and expenses. To the extent that a US Revolving Credit Lender fails to make such amount available to the Agent by 11:00 am Detroit time on the Business Day next succeeding the date such notice is given, such US Revolving Credit Lender shall pay interest on such amount in respect of each day from the date such amount was required to be issued hereunder or herebypaid, orto the date paid to the US Agent, at a rate per annum equal to the Federal Funds Effective Rate. The failure of any US Revolving Credit Lender to make its pro rata portion of any such amount available under to the US Agent shall not relieve any other US Revolving Credit Lender of its obligation to make available its pro rata portion of such amount, but no US Revolving Credit Lender shall be responsible for failure of any other US Revolving Credit Lender to make such pro rata portion available to the US Agent. (Be) there In the case of any Advance made under this Section 3.6.1, each such Advance shall be imposed disbursed notwithstanding any failure to satisfy any conditions for disbursement of any Advance set forth in Article 2 hereof or Article 5 hereof, and, to the extent of the Advance so disbursed, the US Reimbursement Obligation of the US Borrowers to the US Agent under this Section 3.6.1 shall be deemed satisfied (unless, in each case, taking into account any such deemed Advances, the aggregate outstanding principal amount of Advances of the US Revolving Credit and the US Swing Line, plus the US Letter of Credit Obligations (other than the US Reimbursement Obligations to be reimbursed by this Advance) on such date exceed the lesser of the US Borrowing Base or the then applicable US Revolving Credit Aggregate Commitment). (f) If the US Issuing Lender shall honor a draft or any other member of the Lender Group, any other condition regarding demand for payment presented or made under any US Letter of Credit, and the result of the foregoing is to increase, directly or indirectly, the cost to the US Issuing Lender shall provide notice thereof to the US Borrowers on the date such draft or any other member demand is honored, and to each US Revolving Credit Lender on such date unless the US Borrowers shall have satisfied their reimbursement obligations by payment to the US Agent (for the benefit of the US Issuing Lender) as required under this Section 3. 6.1. The US Issuing Lender Group of issuingshall further use reasonable efforts to provide notice to the US Borrowers prior to honoring any such draft or other demand for payment, making, participating inbut such notice, or maintaining the failure to provide such notice, shall not affect the rights or obligations of the US Issuing Lender with respect to any US Letter of Credit or the rights and obligations of the parties hereto, including without limitation the obligations of the US Borrowers under this Section 3.6.1. (g) Notwithstanding the foregoing however no US Revolving Credit Lender shall be deemed to reduce have acquired a participation in a US Letter of Credit if the amount receivable in respect thereof, then, and in any such case, US Agent may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify US Borrower, and US Borrower shall pay within 30 days after demand therefor, such amounts as US Agent may specify to be necessary to compensate officers of the US Issuing Lender immediately responsible for matters concerning this Agreement shall have received written notice from the US Agent or any other member of the US Lender Group for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to US Base Rate Loans hereunder; provided, however, that US Borrower shall not be required to provide any compensation pursuant to this Section 2.11(gleast two (2) for any such amounts incurred more than 180 days Business Days prior to the date on which of the demand for payment issuance or extension of such amounts US Letter of Credit or, with respect to any US Letter of Credit subject to automatic extension, at least five (5) Business Days prior to the date that the beneficiary under such US Letter of Credit must be notified that such US Letter of Credit will not be renewed, that the issuance or extension of US Letters of Credit should be suspended based on the occurrence and continuance of a Default or Event of Default and stating that such notice is first made to Borrower (a “notice of default”; provided, however that notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines or directives thereunder or issued in connection therewith US Revolving Credit Lenders shall be deemed to be have acquired such a change in applicable law or compliance requirement enacted after the Closing Date regardless of participation, upon the date actually enactedon which such Default or Event of Default has been waived by the requisite US Revolving Credit Lenders, adopted or issued); provided further, however, that if an event or circumstance giving rise to such amounts is retroactive, then the 180-day period referred to above as applicable. (h) Nothing in this Agreement shall be extended construed to include require or authorize any US Revolving Credit Lender to issue any US Letter of Credit, it being recognized that the period US Issuing Lender shall be the sole issuer of retroactive effect thereof. The determination US Letters of Credit under this Agreement. (i) If any US Revolving Credit Lender becomes a Defaulting Lender, the US Issuing Lender may, at its option, require that the US Borrowers enter into arrangements satisfactory to US Issuing Lender to eliminate the Fronting Exposure with respect to the participation in the US Letter of Credit Obligations by such US Defaulting Lender, including creation of a cash collateral account on terms satisfactory to the US Agent or delivery of any amount due pursuant other security to this Section 2.11(g), as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence assure payment of manifest or demonstrable error, be final and conclusive and binding on such Defaulting Lender’s Percentage of all outstanding US Letter of the parties heretoCredit Obligations.

US Letters of Credit. (i) Subject to the terms and conditions of this Agreement-------------------- hereof, upon the request of US Borrower made in accordance herewith, may during the US Issuing Lender agrees Commitment Period request US LC Issuer to issue a requested issue, amend, or extend the expiration date of, one or more US Letters of Credit, provided that, after taking such US Letter of Credit. By submitting a request to Credit into account: (a) the US Issuing Lender for Facility Usage does not exceed the issuance of a US Letter of Credit, US Borrower shall be deemed to have requested that US Issuing Lender issue Commitment at such time; (b) the requested US Letter of Credit. Each request for the issuance of a US Letter of Credit, or the amendment, renewal, or extension of any outstanding US Letter of Credit, shall be made in writing by an Authorized Person aggregate amount of US Borrower and delivered to the US Issuing Lender via hand delivery, telefacsimile, or other electronic method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each LC Obligations at such request shall be in form and substance reasonably satisfactory to the US Issuing Lender and shall specify time does not exceed $10,000,000; (Ac) the amount expiration date of such US Letter of CreditCredit is prior to the earlier of (i) one (1) year after the date of issuance of such US Letter of Credit or (ii) the end of the US Commitment Period; (d) such US Letter of Credit is to be used for general corporate purposes of US Borrower or any of its Subsidiaries and is not directly or indirectly used to assure payment of or otherwise support any Indebtedness of any Person, except Indebtedness of a Restricted Person; (Be) the issuance of such US Letter of Credit will be in compliance with all applicable governmental restrictions, policies, and guidelines and will not subject US LC Issuer to any cost which is not reimbursable under Article III; (f) the form and terms of such US Letter of Credit are acceptable to US LC Issuer in its sole and absolute discretion; and (g) all other conditions in this Agreement to the issuance of such US Letter of Credit have been satisfied. US LC Issuer will honor any such request if the foregoing conditions (a) through (g) (in the following Section 2A.9 called the "US LC Conditions") have been met ---------------- as of the date of issuance, amendment, renewal, or extension of the expiration, 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 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. 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 that supports the obligations of US Borrower or its Subsidiaries (1) in respect of (x) a lease of real property, 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 shall have no obligation to issue a US Letter of Credit if any of the following would result after giving effect to the requested issuance: (I) the US Letter of Credit Usage would exceed the US Borrowing Base less the outstanding amount of US Advances (inclusive of US Swing Loans), or (II) the US Letter of Credit Usage would exceed $20,000,000, or (III) the US Letter of Credit Usage would exceed the Maximum US Revolver Amount less the outstanding amount of US Advances (including US Swing Loans). The US Borrower and the Lender Group hereby acknowledge and agree that all Existing US Letters of Credit shall constitute US Letters of Credit under this Agreement on and after the Closing Date with the same effect as if such US Existing Letters of Credit were issued by US Issuing Lender at the request of US Borrower on the Closing Date. Each US Letter of Credit shall be in form and substance reasonably acceptable to the US Issuing Lender, including the requirement that the amounts payable thereunder must be payable in US Dollars. If US Issuing Lender makes a payment under a US Letter of Credit, US Borrower shall pay to US Agent an amount equal to the applicable US Letter of Credit Disbursement on the date such US Letter of Credit Disbursement is made and, in the absence of such payment, the amount of the US Letter of Credit Disbursement immediately and automatically shall be deemed to be an US Advance hereunder and, initially, shall bear interest at the rate then applicable to US Advances that are US Base Rate Loans. If a US Letter of Credit Disbursement is deemed to be a US Advance hereunder (notwithstanding any failure to satisfy any condition precedent set forth in Section 3.2), US Borrower’s obligation to pay the amount of such US Letter of Credit Disbursement to US Issuing Lender shall be automatically converted into an obligation to pay the resulting US Advance. Promptly following receipt by US Agent of any payment from US Borrower pursuant to this paragraph, US Agent shall distribute such payment to the US Issuing Lender or, to the extent that Lenders have made payments pursuant to Section 2.11(a) to reimburse the US Issuing Lender, then to such Lenders and the US Issuing Lender as their interests may appear. (ii) Promptly following receipt of a notice of a US Letter of Credit Disbursement pursuant to Section 2.11(a), each Lender with a US Revolver Commitment agrees to fund its Pro Rata Share of any US Advance deemed made pursuant to Section 2.11(a) on the same terms and conditions as if US Borrower had requested the amount thereof as a US Advance and US Agent shall promptly pay to US Issuing Lender the amounts so received by it from the Lenders. By the issuance of a US Letter of Credit (or an amendment, renewal, or extension of a Letter of Credit) and without any further action on the part of the US Issuing Lender or the Lenders with US Revolver Commitments, the US Issuing Lender shall be deemed to have granted to each Lender with a US Revolver Commitment, and each Lender with a US Revolver Commitment shall be deemed to have purchased, a participation in each US Letter of Credit issued by US Issuing Lender in an amount equal to its Pro Rata Share of such US Letter of Credit, and each such Lender agrees to pay to US Agent, for the account of the US Issuing Lender, such Lender’s Pro Rata Share of any US Letter of Credit Disbursement made by US Issuing Lender under the applicable US Letter of Credit. In consideration and in furtherance of the foregoing, each Lender with a US Revolver Commitment hereby absolutely and unconditionally agrees to pay to US Agent, for the account of the US Issuing Lender, such Lender’s Pro Rata Share of each US Letter of Credit Disbursement made by US Issuing Lender and not reimbursed by US Borrower on the date due as provided in Section 2.11(a), or of any reimbursement payment required to be refunded (or that US Agent or US Issuing Lender elects, based upon the advice of counsel, to refund) to US Borrower for any reason. Each Lender with a US Revolver Commitment acknowledges and agrees that its obligation to deliver to US Agent, for the account of the US Issuing Lender, an amount equal to its respective Pro Rata Share of each US Letter of Credit Disbursement pursuant to this Section 2.11(a) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 3. If any such Lender fails to make available to US Agent the amount of such Lender’s Pro Rata Share of a US Letter of Credit Disbursement as provided in this Section, such Lender shall be deemed to be a Defaulting Lender and US Agent (for the account of the US Issuing Lender) shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Defaulting Lender Rate until paid in full. (iii) US Borrower hereby agrees to indemnify, save, defend, and hold the Lender Group harmless from any damage, loss, cost, expense, or liability (other than Taxes, which shall be governed by Section 16), and reasonable attorneys’ fees incurred by US Issuing Lender, or any other member of the Lender Group arising out of or in connection with any US Letter of Credit; provided, however, that US Borrower shall not be obligated hereunder to indemnify for any loss, cost, expense, or liability that a court of competent jurisdiction finally determines to have resulted from the gross negligence or willful misconduct of the US Issuing Lender or any other member of the Lender Group as determined pursuant to a final, non-appealable order of a court of competent jurisdiction. US Borrower understands and agrees that none of the US Issuing Lender, nor any other member of the Lender Group shall be liable for any error, negligence, or mistake, whether of omission or commission, in following US Borrower’s instructions or those contained in the US Letter of Credit or any modifications, amendments, or supplements thereto. US Borrower hereby acknowledges and agrees that none of the US Issuing Lender, nor any other member of the Lender Group shall be responsible for delays, errors, or omissions resulting from the malfunction of equipment in connection with any US Letter of Credit. (iv) The obligation of US Borrower to reimburse the Issuing Lender for each drawing under each US Letter of Credit shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following: (A) any lack of validity or enforceability of such Letter of Credit, this Agreement, or another Loan Document, (B) the existence of any claim, counterclaim, setoff, defense or other right that US Borrower or any of its Subsidiaries may have at any time against any beneficiary or any transferee of such US Letter of Credit (or any Person for whom any such beneficiary or any such transferee maybe acting), the Issuing Lender or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction, (C) any draft, demand, certificate or other document presented under such US Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect, or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such US Letter of Credit, (D) any payment by the US Issuing Lender under such US Letter of Credit against presentation of a draft or certificate that does not substantially or strictly comply with the terms of such US Letter of Credit (including, without limitation, any requirement that presentation be made at a particular place or by a particular time of day), or any payment made by the US Issuing Lender under such US Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such US Letter of Credit, (E) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or discharge of, any US Borrower or any of its Subsidiaries, or (F) the fact that any Event of Default shall have occurred and be continuing. (v) US Borrower acknowledges and agrees that any and all customary issuance charges, commissions, charges for amendments, extensions, drawings and renewals, fees, and costs incurred by the US Issuing Lender relating to US Letters of Credit shall be Lender Group Expenses for purposes of this Agreement and shall be reimbursable immediately by US Borrower to US Agent for the account of the US Issuing Lender; provided, that such additional charges, commissions, fees or costs shall not be charged with respect to US Letters of Credit that are stand-by Letters of Credit. (vi) If by reason of (i) any change after the Closing Date in any applicable law, treaty, rule, or regulation or any change in the interpretation or application thereof by any Governmental Authority, or (ii) compliance by the US Issuing Lender or any other member of the Lender Group with any direction, request, or requirement (irrespective of whether having the force of law) of any Governmental Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto): (A) any reserve, deposit, or similar requirement is or shall be imposed or modified in respect of any US Letter of Credit issued or caused to be issued hereunder or hereby, or (B) there shall be imposed on the US Issuing Lender or any other member of the Lender Group, any other condition regarding any US Letter of Credit, and the result of the foregoing is to increase, directly or indirectly, the cost to the US Issuing Lender or any other member of the Lender Group of issuing, making, participating in, or maintaining any US Letter of Credit or to reduce the amount receivable in respect thereof, then, and in any such case, US Agent may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify US Borrower, and US Borrower shall pay within 30 days after demand therefor, such amounts as US Agent may specify to be necessary to compensate the US Issuing Lender or any other member of the Lender Group for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to US Base Rate Loans hereunder; provided, however, that US Borrower shall not be required to provide any compensation pursuant to this Section 2.11(g) for any such amounts incurred more than 180 days prior to the date on which the demand for payment of such amounts is first made to Borrower (provided, that notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a change in applicable law or compliance requirement enacted after the Closing Date regardless of the date actually enacted, adopted or issued); provided further, however, that if an event or circumstance giving rise to such amounts is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. The determination by US Agent of any amount due pursuant to this Section 2.11(g), as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto.

US Letters of Credit. (a) The US Letter of Credit Commitment. (i) Subject to the terms and conditions of this Agreementset forth herein, upon the request of US Borrower made in accordance herewith, the US Issuing Lender agrees to issue a requested US Letter of Credit. By submitting a request to US Issuing Lender for the issuance of a US Letter of Credit, US Borrower shall be deemed to have requested that US Issuing Lender issue the requested US Letter of Credit. Each request for the issuance of a US Letter of Credit, or the amendment, renewal, or extension of any outstanding US Letter of Credit, shall be made in writing by an Authorized Person of US Borrower and delivered to the US Issuing Lender 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 Lender and shall specify (A) the amount US L/C Issuer agrees, in reliance upon the agreements of such the other Lenders set forth in this Section 2.04, (1) from time to time on any Business Day during the period from the Effective Date until the Letter of Credit Expiration Date, to issue US Letters of Credit for the account of the US Borrower, and to amend or renew US Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the US Letters of Credit; and (B) the Lenders severally agree to participate in US Letters of Credit issued for the account of the US Borrower and any drawings thereunder; provided that after giving effect to any US L/C Credit Extension with respect to any US Letter of Credit, (Bw) the date of issuance, amendment, renewal, or extension of such Total US Letter of CreditOutstandings shall not exceed the Aggregate US Commitments, (Cx) the proposed expiration date of such US Letter of Credit, (D) the name and address of the beneficiary aggregate Outstanding Amount of the US Letter Committed Loans 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. 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 that supports the obligations of US Borrower or its Subsidiaries (1) in respect of (x) a lease of real property, 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 shall have no obligation to issue a US Letter of Credit if any of the following would result after giving effect to the requested issuance: (I) the US Letter of Credit Usage would exceed the US Borrowing Base less the outstanding amount of US Advances (inclusive of US Swing Loans), or (II) the US Letter of Credit Usage would exceed $20,000,000, or (III) the US Letter of Credit Usage would exceed the Maximum US Revolver Amount less the outstanding amount of US Advances (including US Swing Loans). The US Borrower and the Lender Group hereby acknowledge and agree that all Existing US Letters of Credit shall constitute US Letters of Credit under this Agreement on and after the Closing Date with the same effect as if such US Existing Letters of Credit were issued by US Issuing Lender at the request of US Borrower on the Closing Date. Each US Letter of Credit shall be in form and substance reasonably acceptable to the US Issuing Lender, including the requirement that the amounts payable thereunder must be payable in US Dollars. If US Issuing Lender makes a payment under a US Letter of Credit, US Borrower shall pay to US Agent an amount equal to the applicable US Letter of Credit Disbursement on the date such US Letter of Credit Disbursement is made and, in the absence of such payment, the amount of the US Letter of Credit Disbursement immediately and automatically shall be deemed to be an US Advance hereunder and, initially, shall bear interest at the rate then applicable to US Advances that are US Base Rate Loans. If a US Letter of Credit Disbursement is deemed to be a US Advance hereunder (notwithstanding any failure to satisfy any condition precedent set forth in Section 3.2), US Borrower’s obligation to pay the amount of such US Letter of Credit Disbursement to US Issuing Lender shall be automatically converted into an obligation to pay the resulting US Advance. Promptly following receipt by US Agent of any payment from US Borrower pursuant to this paragraph, US Agent shall distribute such payment to the US Issuing Lender or, to the extent that Lenders have made payments pursuant to Section 2.11(a) to reimburse the US Issuing Lender, then to such Lenders and the US Issuing Lender as their interests may appear. (ii) Promptly following receipt of a notice of a US Letter of Credit Disbursement pursuant to Section 2.11(a), each Lender with a US Revolver Commitment agrees to fund its Pro Rata Share of any US Advance deemed made pursuant to Section 2.11(a) on the same terms and conditions as if US Borrower had requested the amount thereof as a US Advance and US Agent shall promptly pay to US Issuing Lender the amounts so received by it from the Lenders. By the issuance of a US Letter of Credit (or an amendment, renewal, or extension of a Letter of Credit) and without any further action on the part of the US Issuing Lender or the Lenders with US Revolver Commitments, the US Issuing Lender shall be deemed to have granted to each Lender with a US Revolver Commitment, and each Lender with a US Revolver Commitment shall be deemed to have purchased, a participation in each US Letter of Credit issued by US Issuing Lender in an amount equal to its Pro Rata Share of such US Letter of Credit, and each such Lender agrees to pay to US Agent, for the account of the US Issuing Lender, plus such Lender’s Pro Rata Share of any the Outstanding Amount of all US Letter of Credit Disbursement made by US Issuing Lender under the applicable US Letter of Credit. In consideration and in furtherance of the foregoingL/C Obligations, each Lender with a US Revolver Commitment hereby absolutely and unconditionally agrees to pay to US Agent, for the account of the US Issuing Lender, plus such Lender’s Pro Rata Share of each the Outstanding Amount of all US Swing Line Loans shall not exceed such Lender’s US Commitment, (y) the Outstanding Amount of the US L/C Obligations shall not exceed the US Letter of Credit Disbursement made Sublimit, and (z) the Outstanding Amount of such L/C Issuer’s (and, if applicable, its Canadian Affiliate’s) L/C Obligations shall not exceed the L/C Issuance Global Sublimit for such L/C Issuer. Each request by US Issuing Lender and not reimbursed by US Borrower on the date due as provided in Section 2.11(a), or of any reimbursement payment required to be refunded (or that US Agent or US Issuing Lender elects, based upon the advice of counsel, to refund) to US Borrower for any reason. Each Lender with a US Revolver Commitment acknowledges and agrees that its obligation to deliver to US Agent, for the account of the US Issuing Lender, an amount equal to its respective Pro Rata Share of each US Letter of Credit Disbursement pursuant to this Section 2.11(a) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence issuance or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 3. If any such Lender fails to make available to US Agent the amount of such Lender’s Pro Rata Share amendment of a US Letter of Credit Disbursement as provided in this Section, such Lender shall be deemed to be a Defaulting Lender and US Agent (for the account of representation by the US Issuing Lender) Borrower that the US L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the US Borrower’s ability to obtain US Letters of Credit shall be entitled fully revolving, and accordingly the US Borrower may, during the foregoing period, obtain US Letters of Credit to recover replace US Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing US Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Effective Date shall be subject to and governed by the terms and conditions hereof. (ii) The US L/C Issuer shall not issue any US Letter of Credit, if the expiry date of such amount on demand from requested US Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such Lender together with interest thereon at the Defaulting Lender Rate until paid in fullexpiry date. (iii) The US Borrower hereby agrees L/C Issuer shall not be under any obligation to indemnify, save, defend, and hold the Lender Group harmless from any damage, loss, cost, expense, or liability (other than Taxes, which shall be governed by Section 16), and reasonable attorneys’ fees incurred by US Issuing Lender, or any other member of the Lender Group arising out of or in connection with issue any US Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the US L/C Issuer from issuing such US Letter of Credit; provided, however, that US Borrower shall not be obligated hereunder to indemnify for any loss, cost, expense, or liability that a court of competent jurisdiction finally determines any Law applicable to have resulted from the gross negligence or willful misconduct of the US Issuing Lender L/C Issuer or any other member request or directive (whether or not having the force of the Lender Group as determined pursuant to a final, non-appealable order of a court of competent jurisdiction. US Borrower understands and agrees that none of law) from any Governmental Authority with jurisdiction over the US Issuing Lender, nor any other member of the Lender Group L/C Issuer shall be liable for any error, negligenceprohibit, or mistakerequest that the US L/C Issuer refrain from, whether the issuance of omission letters of credit generally or commission, in following US Borrower’s instructions or those contained in the such US Letter of Credit in particular or any modifications, amendments, or supplements thereto. US Borrower hereby acknowledges and agrees that none of shall impose upon the US Issuing Lender, nor any other member of the Lender Group shall be responsible for delays, errors, or omissions resulting from the malfunction of equipment in connection L/C Issuer with any respect to such US Letter of CreditCredit any restriction, reserve or capital requirement (for which the US L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the US L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the US L/C Issuer in good fxxxx xxxxx material to it, unless the US Borrower confirms that it will pay the foregoing; (B) the issuance of such US Letter of Credit would violate any Laws; (C) except as otherwise agreed by the Administrative Agent and the US L/C Issuer, such US Letter of Credit is in an initial face amount less than US $10,000; or (D) such US Letter of Credit is to be denominated in a currency other than US Dollars. (iv) The obligation of US Borrower to reimburse the Issuing Lender for each drawing under each L/C Issuer shall not amend any US Letter of Credit if the US L/C Issuer would not be permitted at such time to issue such US Letter of Credit in its amended form under the terms hereof. (v) The US L/C Issuer shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms under no obligation to amend any US Letter of this Agreement under all circumstances, including the following: Credit if (A) any lack of validity or enforceability of the US L/C Issuer would have no obligation at such time to issue such US Letter of Credit, this AgreementCredit in its amended form under the terms hereof, or another Loan Document, (B) the existence of any claim, counterclaim, setoff, defense or other right that US Borrower or any of its Subsidiaries may have at any time against any beneficiary or any transferee of such US Letter of Credit (or any Person for whom any such beneficiary or any such transferee maybe acting), does not accept the Issuing Lender or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction, (C) any draft, demand, certificate or other document presented under such US Letter of Credit proving proposed amendment to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect, or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such US Letter of Credit, (D) any payment by the US Issuing Lender under such US Letter of Credit against presentation of a draft or certificate that does not substantially or strictly comply with the terms of such US Letter of Credit (including, without limitation, any requirement that presentation be made at a particular place or by a particular time of day), or any payment made by the US Issuing Lender under such US Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such US Letter of Credit, (E) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or discharge of, any US Borrower or any of its Subsidiaries, or (F) the fact that any Event of Default shall have occurred and be continuing. (v) US Borrower acknowledges and agrees that any and all customary issuance charges, commissions, charges for amendments, extensions, drawings and renewals, fees, and costs incurred by the US Issuing Lender relating to US Letters of Credit shall be Lender Group Expenses for purposes of this Agreement and shall be reimbursable immediately by US Borrower to US Agent for the account of the US Issuing Lender; provided, that such additional charges, commissions, fees or costs shall not be charged with respect to US Letters of Credit that are stand-by Letters of Credit. (vi) If by reason of (i) any change after the Closing Date in any applicable law, treaty, rule, or regulation or any change in the interpretation or application thereof by any Governmental Authority, or (ii) compliance by the US Issuing Lender or any other member of the Lender Group with any direction, request, or requirement (irrespective of whether having the force of law) of any Governmental Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto): (A) any reserve, deposit, or similar requirement is or shall be imposed or modified in respect of any US Letter of Credit issued or caused to be issued hereunder or hereby, or (B) there shall be imposed on the US Issuing Lender or any other member of the Lender Group, any other condition regarding any US Letter of Credit, and the result of the foregoing is to increase, directly or indirectly, the cost to the US Issuing Lender or any other member of the Lender Group of issuing, making, participating in, or maintaining any US Letter of Credit or to reduce the amount receivable in respect thereof, then, and in any such case, US Agent may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify US Borrower, and US Borrower shall pay within 30 days after demand therefor, such amounts as US Agent may specify to be necessary to compensate the US Issuing Lender or any other member of the Lender Group for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to US Base Rate Loans hereunder; provided, however, that US Borrower shall not be required to provide any compensation pursuant to this Section 2.11(g) for any such amounts incurred more than 180 days prior to the date on which the demand for payment of such amounts is first made to Borrower (provided, that notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a change in applicable law or compliance requirement enacted after the Closing Date regardless of the date actually enacted, adopted or issued); provided further, however, that if an event or circumstance giving rise to such amounts is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. The determination by US Agent of any amount due pursuant to this Section 2.11(g), as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto.