Common use of US Letters of Credit Clause in Contracts

US Letters of Credit. Subject to the terms and conditions of this Agreement, US Issuing Lender may, but shall not be required to, 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 Agreement and such other documentation related to the requested US Letter of Credit as the US Issuing Lender may require, issue US Letters of Credit in US Dollars for the account of the US Borrowers, in an aggregate amount for all US Letters of Credit issued hereunder at any one time outstanding not to exceed the US Letter of Credit Maximum Amount. Each US Letter of Credit shall be in a minimum face amount of One Hundred Thousand US Dollars (US$100,000) (or such lesser amount as may be agreed to by US Issuing Lender) and each US Letter of Credit (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 of issuance thereof; provided, however, that the expiry date of a US Letter of Credit may, in US Issuing Lender’s discretion, be up to ninety (90) days later than the tenth Business Day prior to the US Revolving Credit Maturity Date. US Borrowers agree, on or before the tenth Business Day prior to the US Revolving Credit Maturity Date, to deposit cash collateral in the Collateral Account on terms satisfactory to the US Issuing Lender in an amount equal to 105% of the amount available for drawing under all US Letters of Credit expiring after the US Revolving Credit Maturity Date, which cash collateral shall remain in the Collateral Account until (i) all original US Letters of Credit are either fully drawn upon or returned undrawn to the US Issuing Lender, (ii) US Issuing Lender has been reimbursed in full for all drawings on all US Letters of Credit, and (iii) all fees and costs of US Issuing Lender have been paid in full. The submission of all applications in respect of and the issuance of each US Letter of Credit hereunder shall be subject in all respects to such industry rules and governing law as are acceptable to the US Issuing Lender. In the event of any conflict between this Agreement and any US Letter of Credit Document other than any US Letter of Credit, this Agreement shall control. On the Effective Date, all Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from the Effective Date shall be subject to and governed by the terms and conditions hereof.

US Letters of Credit. Subject to Each US Issuing Bank agrees, on the terms and conditions hereinafter set forth, to issue letters of this Agreementcredit (each, a “US Issuing Lender may, but shall not be required to, through Letter of Credit”) for the account of any Borrower under the US Issuing Office, at any time and Revolving Credit Facility from time to time on any Business Day during the period from and after the date hereof Closing Date until thirty (30) 30 days prior before the Termination Date applicable to the US Revolving Credit Maturity Date, upon the written request Facility under clause (a)(i) of the US Borrowers accompanied by a duly executed US Letter definition of Credit Agreement and such other documentation related to the requested US Letter of Credit as the US Issuing Lender may require, issue US Letters of Credit in US Dollars for the account of the US Borrowers, “Termination Date” (i) in an aggregate amount Available Amount for all US Letters of Credit issued hereunder at any one time outstanding not to exceed at any time the US Letter of Credit Maximum AmountSublimit, (ii) in an amount for each US Issuing Bank not to exceed the amount of such US Issuing Bank’s US Letter of Credit Commitment at such time (iii) in an amount for each such US Letter of Credit not to exceed an amount equal to the aggregate Unused Revolving Credit Commitments of the US Revolving Lenders at such time and (iv) issued to provide support with respect to the undertakings of the Company and/or any Subsidiary of the Company. Each US Letter of Credit shall be in a minimum face an amount of One Hundred Thousand US Dollars (US$100,000) ($500,000 or such lesser amount as may more and shall be agreed to by US Issuing Lender) and each denominated in Dollars. No US Letter of Credit shall have an expiration date (including any renewal thereofall rights of such Borrower or the beneficiary to require renewal) shall expire not of greater than one year or later than the first Termination Date applicable to occur the US Revolving Credit Facility under clause (a)(i) of (ithe definition of “Termination Date”; provided that any US Letter of Credit which provides for automatic one-year extension(s) twelve (12of 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) months after and request the date issuance of issuance thereof additional US Letters of Credit under this Section 2.01(e). If a US Letter of Credit shall be requested on behalf of a Subsidiary that is not a Borrower hereunder, the Company shall have furnished to the US Issuing Bank, in form and (ii) ten (10) substance reasonably satisfactory to the US Issuing Bank, customary “know your customer” information regarding such Subsidiary at least three Business Days prior to the US Revolving Credit Maturity Date in effect on the date of issuance thereof; provided, however, that the expiry date requested issuance. Each “Existing Letter of Credit” listed on Part A of Schedule 2.01(e) shall be deemed to constitute a US Letter of Credit may, in US Issuing Lender’s discretion, be up to ninety (90) days later than the tenth Business Day prior to the US Revolving Credit Maturity Date. US Borrowers agree, on or before the tenth Business Day prior to the US Revolving Credit Maturity Date, to deposit cash collateral in the Collateral Account on terms satisfactory to the US Issuing Lender in an amount equal to 105% of the amount available for drawing under all US Letters of Credit expiring after the US Revolving Credit Maturity Date, which cash collateral shall remain in the Collateral Account until (i) all original US Letters of Credit are either fully drawn upon or returned undrawn to the US Issuing Lender, (ii) US Issuing Lender has been reimbursed in full for all drawings on all US Letters of Creditissued hereunder, and (iii) all fees and costs each Lender that is an issuer of US Issuing Lender have been paid in full. The submission of all applications in respect of and the issuance of each such a US Letter of Credit hereunder shall, for purposes of Section 2.03, be deemed to be a US Issuing Bank for each such letter of credit, provided that any renewal or replacement of any such letter of credit shall be subject in all respects to such industry rules and governing law as are acceptable issued by an US Issuing Bank pursuant to the US Issuing Lenderterms of this Agreement. In the event of any conflict between this Agreement The terms “issue”, “issued”, “issuance” and any US Letter of Credit Document other than any all similar terms, when applied to a US Letter of Credit, this Agreement shall control. On the Effective Dateinclude any renewal, all Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from the Effective Date shall be subject to and governed by the terms and conditions hereofextension or amendment thereof.

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 required obligated to, 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 Agreement and such other documentation related to the requested US Letter of Credit as the US Issuing Lender may require, issue US Letters of Credit in US Dollars for the account of the US Borrowers, in an aggregate amount for all US Letters of Credit issued hereunder at any one time outstanding not to exceed the US Letter of Credit Maximum Amount. Each US Letter of Credit shall be in a minimum face amount of One Hundred Thousand US Dollars (US$100,000) (or such lesser amount as may be agreed to by US Issuing Lender) and each US Letter of Credit (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 of issuance thereof; provided, however, that the expiry date of a US Letter of Credit maythat supports the obligations of US Borrower or its Subsidiaries (1) in respect of (x) a lease of real property, in US Issuing or (y) an employment contract, or (2) at any time that one or more of the Lenders is a Defaulting Lender’s discretion, be up to ninety (90) days later than the tenth Business Day prior to the US Revolving Credit Maturity Date. US Borrowers agree, on or before the tenth Business Day prior to the US Revolving Credit Maturity Date, to deposit cash collateral in the Collateral Account on terms satisfactory to the The US Issuing Lender in an amount equal shall have no obligation to 105% of the amount available for drawing under all US Letters of Credit expiring after the US Revolving Credit Maturity Date, which cash collateral shall remain in the Collateral Account until (i) all original US Letters of Credit are either fully drawn upon or returned undrawn to the US Issuing Lender, (ii) US Issuing Lender has been reimbursed in full for all drawings on all US Letters of Credit, and (iii) all fees and costs of US Issuing Lender have been paid in full. The submission of all applications in respect of and the issuance of each issue a US Letter of Credit hereunder shall be subject in all respects to such industry rules and governing law as are acceptable if any of the following would result after giving effect to the US Issuing Lender. In the event of any conflict between this Agreement and any US Letter of Credit Document other than any US Letter of Credit, this Agreement shall control. On the Effective Date, all Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from the Effective Date shall be subject to and governed by the terms and conditions hereof.requested issuance:

US Letters of Credit. (a) Subject to the terms and conditions of this Agreement, upon the request of US Borrowers made in accordance herewith, US Issuing Lender mayagrees to issue, but shall not be required toor to cause a US Underlying Issuer (including, through the as US Issuing OfficeLender's agent) to issue, 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 requested US Letter of Credit Agreement and for the account of US Borrowers. If US Issuing Lender, at its option, elects to cause a US Underlying Issuer to issue a requested US Letter of Credit, then US Issuing Lender agrees that it will enter into arrangements relative to the reimbursement of such US Underlying Issuer (which may include, among other documentation related means, by becoming an applicant with respect to such US Letter of Credit or entering into undertakings or other arrangements that provide for reimbursement of such US Underlying Issuer with respect to such drawings under US Letter of Credit; each such obligation or undertaking, irrespective of whether in writing, a "US Reimbursement Undertaking") with respect to US Letters of Credit issued by such US Underlying Issuer for the account of US Borrowers. By submitting a request to US Issuing Lender for the issuance of a US Letter of Credit, US Borrowers shall be deemed to have requested that (i) US Issuing Lender issue or (ii) a US Underlying Issuer issue the requested US Letter of Credit as the (and, in such case, to have requested US Issuing Lender to issue a US Reimbursement Undertaking with respect to such requested US Letter of Credit). US Borrowers acknowledge and agree that a US Borrower is and shall be deemed to be an applicant (within the meaning of Section 5-102(a)(2) of the Code) with respect to each US Underlying 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 and delivered to 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 US Issuing Lender and (i) 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 to drawing, and, in the case of an amendment, renewal, or extension, identification of the US Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such US Letter of Credit, and (ii) shall be accompanied by such Issuer Documents as Agent, US Issuing Lender or US Underlying Issuer may request or require, issue to the extent that such requests or requirements are consistent with the Issuer Documents that US Issuing Lender or US Underlying Issuer generally requests for US Letters of Credit in US Dollars for the account of the US Borrowers, in an aggregate amount for all US Letters of Credit issued hereunder at any one time outstanding not to exceed the US Letter of Credit Maximum Amount. Each US Letter of Credit shall be in a minimum face amount of One Hundred Thousand US Dollars (US$100,000) (or such lesser amount as may be agreed to by US Issuing Lender) and each US Letter of Credit (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 of issuance thereof; provided, however, that the expiry date of a US Letter of Credit may, in US Issuing Lender’s discretion, be up to ninety (90) days later than the tenth Business Day prior to the US Revolving Credit Maturity Date. US Borrowers agree, on or before the tenth Business Day prior to the US Revolving Credit Maturity Date, to deposit cash collateral in the Collateral Account on terms satisfactory to the US Issuing Lender in an amount equal to 105% of the amount available for drawing under all US Letters of Credit expiring after the US Revolving Credit Maturity Date, which cash collateral shall remain in the Collateral Account until (i) all original US Letters of Credit are either fully drawn upon or returned undrawn to the US Issuing Lender, (ii) US Issuing Lender has been reimbursed in full for all drawings on all US Letters of Credit, and (iii) all fees and costs of US Issuing Lender have been paid in full. The submission of all applications in respect of and the issuance of each US Letter of Credit hereunder shall be subject in all respects to such industry rules and governing law as are acceptable to the US Issuing Lender. In the event of any conflict between this Agreement and any US Letter of Credit Document other than any US Letter of Credit, this Agreement shall control. On the Effective Date, all Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from the Effective Date shall be subject to and governed by the terms and conditions hereofsimilar circumstances.

US Letters of Credit. (i) Subject to the terms and conditions of this Agreement, the US Issuing Lender mayagrees to issue letters of credit for the account of US Borrowers (each, but shall not be required toa “US L/C”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, through a “US L/C Undertaking”) with respect to letters of credit issued by a US Underlying Issuer (as of 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 Closing Date, upon the written prospective US Underlying Issuer is to be Xxxxx Fargo) for the account of US Borrowers. Each request for the issuance of the US Borrowers accompanied by a duly executed US Letter of Credit Agreement and such other documentation related to or the requested US Letter amendment, renewal, or extension of Credit as the US Issuing Lender may require, issue US Letters of Credit in US Dollars for the account of the US Borrowers, in an aggregate amount for all US Letters of Credit issued hereunder at any one time outstanding not to exceed the US Letter of Credit Maximum Amount. Each US Letter of Credit shall be made in a minimum face amount of One Hundred Thousand US Dollars (US$100,000) (or such lesser amount as may be agreed writing by an Authorized Person and delivered to by the applicable US Issuing Lender) Lender and each US Letter Administrative Agent via hand delivery, telefacsimile, or other electronic method of Credit (including any renewal thereof) shall expire not later than transmission reasonably in advance of the first to occur of (i) twelve (12) months after the requested date of issuance thereof issuance, amendment, renewal, or extension. Each such request shall be in form and (ii) ten (10) Business Days prior to the US Revolving Credit Maturity Date in effect on the date of issuance thereof; provided, however, that the expiry date of a US Letter of Credit may, in US Issuing Lender’s discretion, be up to ninety (90) days later than the tenth Business Day prior to the US Revolving Credit Maturity Date. US Borrowers agree, on or before the tenth Business Day prior to the US Revolving Credit Maturity Date, to deposit cash collateral in the Collateral Account on terms substance satisfactory to the US Issuing Lender in an amount equal to 105% of the amount available for drawing under all US Letters of Credit expiring after the US Revolving Credit Maturity Date, which cash collateral its Permitted Discretion and shall remain in the Collateral Account until specify (i) all original the amount of such US Letters Letter of Credit, (ii) the currency in which amounts under such US Letter of Credit are either fully drawn upon shall be payable, (iii) the date of issuance, amendment, renewal, or returned undrawn extension of such US Letter of Credit, (iv) the expiration date of such US Letter of Credit, (v) the name and address of the beneficiary thereof (or the beneficiary of the US Underlying Letter of Credit, as applicable), and (vi) such other information (including, in the case of an amendment, renewal, or extension, identification of the outstanding US Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such US Letter of Credit. If requested by the US Issuing Lender, (ii) US Borrowers also shall be an applicant under the application with respect to any US Underlying Letter of Credit that is to be the subject of a US L/C Undertaking. The US Issuing Lender has been reimbursed in full for all drawings on all US Letters of Credit, and (iii) all fees and costs of US Issuing Lender shall have been paid in full. The submission of all applications in respect of and the issuance of each no obligation to issue a US Letter of Credit hereunder shall be subject in all respects to such industry rules and governing law as are acceptable if any of the following would result after giving effect to the US Issuing Lender. In the event issuance of any conflict between this Agreement and any US Letter of Credit Document other than any such requested US Letter of Credit, this Agreement shall control. On the Effective Date, all Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from the Effective Date shall be subject to and governed by the terms and conditions hereof.:

US Letters of Credit. Subject to Each US Issuing Bank agrees, on the terms and conditions hereinafter set forth, to issue letters of this Agreementcredit (each, a “US Issuing Lender may, but shall not be required to, through Letter of Credit”) for the account of any Borrower under the US Issuing Office, at any time and Revolving Credit Facility from time to time on any Business Day during the period from and after the date hereof Closing Date until thirty (30) 30 days prior before the Termination Date applicable to the US Revolving Credit Maturity Date, upon the written request Facility under clause (a)(i) of the US Borrowers accompanied by a duly executed US Letter definition of Credit Agreement and such other documentation related to the requested US Letter of Credit as the US Issuing Lender may require, issue US Letters of Credit in US Dollars for the account of the US Borrowers, “Termination Date” (i) in an aggregate amount Available Amount for all US Letters of Credit issued hereunder not to Sealed Air — Credit Agreement exceed at any one time outstanding not to exceed the US Letter of Credit Maximum AmountSublimit, (ii) in an amount for each US Issuing Bank not to exceed the amount of such US Issuing Bank’s US Letter of Credit Commitment at such time (iii) in an amount for each such US Letter of Credit not to exceed an amount equal to the aggregate Unused Revolving Credit Commitments of the US Revolving Lenders at such time and (iv) issued to provide support with respect to the undertakings of the Company and/or any Subsidiary of the Company. Each US Letter of Credit shall be in a minimum face an amount of One Hundred Thousand US Dollars (US$100,000) ($500,000 or such lesser amount as may more and shall be agreed to by US Issuing Lender) and each denominated in Dollars. No US Letter of Credit shall have an expiration date (including any renewal thereofall rights of such Borrower or the beneficiary to require renewal) shall expire not of greater than one year or later than the first Termination Date applicable to occur the US Revolving Credit Facility under clause (a)(i) of (ithe definition of “Termination Date”; provided that any US Letter of Credit which provides for automatic one-year extension(s) twelve (12of 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) months after and request the date issuance of issuance thereof additional Letters of Credit under this Section 2.01(e). If a US Letter of Credit shall be requested on behalf of a Subsidiary that is not a Borrower hereunder, the Company shall have furnished to the US Issuing Bank, in form and (ii) ten (10) substance reasonably satisfactory to the US Issuing Bank, customary “know your customer” information regarding such Subsidiary at least three Business Days prior to the US Revolving Credit Maturity Date in effect on the date of issuance thereof; provided, however, that the expiry date requested issuance. Each “Existing US Letter of Credit” listed on Part A of Schedule 2.01(e) shall be deemed to constitute a US Letter of Credit may, in US Issuing Lender’s discretion, be up to ninety (90) days later than the tenth Business Day prior to the US Revolving Credit Maturity Date. US Borrowers agree, on or before the tenth Business Day prior to the US Revolving Credit Maturity Date, to deposit cash collateral in the Collateral Account on terms satisfactory to the US Issuing Lender in an amount equal to 105% of the amount available for drawing under all US Letters of Credit expiring after the US Revolving Credit Maturity Date, which cash collateral shall remain in the Collateral Account until (i) all original US Letters of Credit are either fully drawn upon or returned undrawn to the US Issuing Lender, (ii) US Issuing Lender has been reimbursed in full for all drawings on all US Letters of Creditissued hereunder, and (iii) all fees and costs each Lender that is an issuer of US Issuing Lender have been paid in full. The submission of all applications in respect of and the issuance of each such a US Letter of Credit hereunder 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 any such letter of credit shall be subject in all respects to such industry rules and governing law as are acceptable issued by an US Issuing Bank pursuant to the US Issuing Lenderterms of this Agreement. In the event of any conflict between this Agreement The terms “issue”, “issued”, “issuance” and any US Letter of Credit Document other than any all similar terms, when applied to a US Letter of Credit, this Agreement shall control. On the Effective Dateinclude any renewal, all Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from the Effective Date shall be subject to and governed by the terms and conditions hereofextension or amendment thereof.

US Letters of Credit. Subject (a) During the Revolving Availability Period, each US Issuing Bank, in reliance upon the agreements of the US Lenders pursuant to Section 2.5(d), agrees to issue, at the request of the Borrower Representative, US Letters of Credit for the account of any Loan Party (excluding the Canadian Borrowers) on the terms and conditions of this Agreementhereinafter set forth; provided, US Issuing Lender may, but shall not be required to, 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 Agreement and such other documentation related to the requested US Letter of Credit as the US Issuing Lender may require, issue US Letters of Credit in US Dollars for the account of the US Borrowers, in an aggregate amount for all US Letters of Credit issued hereunder at any one time outstanding not to exceed the US Letter of Credit Maximum Amount. Each that each US Letter of Credit shall be in a minimum face amount of One Hundred Thousand US Dollars (US$100,000) (or such lesser amount as may be agreed to by US Issuing Lender) and each US Letter of Credit (including any renewal thereof) shall expire not later than the first to occur of (i) twelve (12) months after on the date of issuance thereof and that is two (ii) ten (102) Business Days prior to the Revolving Commitment Termination Date; and the US Borrower may not request any US Letter of Credit, if, after giving effect to such issuance (A) the aggregate US LC Exposure would exceed the US LC Commitment or (B) the aggregate US Revolving Credit Maturity Date in effect on Exposure of all US Lenders would exceed the date of issuance thereof; provided, however, that the expiry date of a US Letter of Credit may, in US Issuing Lender’s discretion, be up to ninety (90) days later than the tenth Business Day prior to the Aggregate US Revolving Credit Maturity DateCommitment Amount. US Borrowers agree, on or before the tenth Business Day prior to the US Revolving Credit Maturity Date, to deposit cash collateral in the Collateral Account on terms satisfactory to the US Issuing Lender in an amount equal to 105% of the amount available for drawing under all US Letters of Credit expiring after the US Revolving Credit Maturity Date, which cash collateral shall remain in the Collateral Account until (i) all original US Letters of Credit are either fully drawn upon or returned undrawn to the US Issuing Lender, (ii) US Issuing Lender has been reimbursed in full for all drawings on all US Letters of Credit, and (iii) all fees and costs of US Issuing Lender have been paid in full. The submission of all applications in respect of and Upon the issuance of each US Letter of Credit hereunder Credit, each US Lender shall be subject in all respects to such industry rules deemed to, and governing law as are acceptable to hereby irrevocably and unconditionally agrees to, purchase from the relevant US Issuing Lender. In the event of any conflict between this Agreement and any Bank without recourse a participation in such US Letter of Credit Document other than any equal to such US Lender’s Pro Rata Share of the aggregate amount available to be drawn under such US Letter of Credit, this Agreement . Each issuance of a US Letter of Credit shall controlbe deemed to utilize the US Revolving Commitment of each US Lender by an amount equal to the amount of such participation. On As of the Effective Closing Date, all each of the Existing US Letters of Credit shall be deemed to have been issued under the US Revolving Commitments pursuant hereto, to this Section and from the Effective Date shall be subject each US Lender is deemed to and governed by the terms and conditions hereofhave purchased a participation in all Existing US Letters of Credit in accordance with this Section 2.5.

US Letters of Credit. Subject (a) During the Availability Period, each US Issuing Bank, in reliance upon the agreements of the US Lenders pursuant to Section 2.5(d), agrees to issue, at the request of the Borrower Representative, US Letters of Credit for the account of any Loan Party (excluding the Canadian Borrowers) on the terms and conditions of this Agreementhereinafter set forth; provided, US Issuing Lender may, but shall not be required to, 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 Agreement and such other documentation related to the requested US Letter of Credit as the US Issuing Lender may require, issue US Letters of Credit in US Dollars for the account of the US Borrowers, in an aggregate amount for all US Letters of Credit issued hereunder at any one time outstanding not to exceed the US Letter of Credit Maximum Amount. Each that each US Letter of Credit shall be in a minimum face amount of One Hundred Thousand US Dollars (US$100,000) (or such lesser amount as may be agreed to by US Issuing Lender) and each US Letter of Credit (including any renewal thereof) shall expire not later than the first to occur of (i) twelve (12) months after on the date of issuance thereof and that is two (ii) ten (102) Business Days prior to the Commitment Termination Date; and (ii) the US Borrowers may not request any US Letter of Credit, if, after giving effect to such issuance (A) the aggregate US LC Exposure would exceed the US LC Commitment or (B) the aggregate US Revolving Credit Maturity Date in effect on Exposure of all US Lenders would exceed the date of issuance thereof; provided, however, that the expiry date of a US Letter of Credit may, in US Issuing Lender’s discretion, be up to ninety (90) days later than the tenth Business Day prior to the Aggregate US Revolving Credit Maturity DateCommitment Amount. US Borrowers agree, on or before the tenth Business Day prior to the US Revolving Credit Maturity Date, to deposit cash collateral in the Collateral Account on terms satisfactory to the US Issuing Lender in an amount equal to 105% of the amount available for drawing under all US Letters of Credit expiring after the US Revolving Credit Maturity Date, which cash collateral shall remain in the Collateral Account until (i) all original US Letters of Credit are either fully drawn upon or returned undrawn to the US Issuing Lender, (ii) US Issuing Lender has been reimbursed in full for all drawings on all US Letters of Credit, and (iii) all fees and costs of US Issuing Lender have been paid in full. The submission of all applications in respect of and Upon the issuance of each US Letter of Credit hereunder Credit, each US Lender shall be subject in all respects to such industry rules deemed to, and governing law as are acceptable to hereby irrevocably and unconditionally agrees to, purchase from the relevant US Issuing Lender. In the event of any conflict between this Agreement and any Bank without recourse a participation in such US Letter of Credit Document other than any equal to such US Lender’s Pro Rata Share of the aggregate amount available to be drawn under such US Letter of Credit, this Agreement . Each issuance of a US Letter of Credit shall controlbe deemed to utilize the US Revolving Commitment of each US Lender by an amount equal to the amount of such participation. On As of the Effective Closing Date, all each of the Existing US Letters of Credit shall be deemed to have been issued under the US Revolving Commitments pursuant hereto, to this Section and from the Effective Date shall be subject each US Lender is deemed to and governed by the terms and conditions hereofhave purchased a participation in all Existing US Letters of Credit in accordance with this Section 2.5.