Common use of L/C Participations Clause in Contracts

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it and the amount of each draft paid by such Issuing Lender thereunder; provided that if as a result of the issuance of such Letter of Credit (a) the Revolving Extensions of Credit would exceed the Total Revolving Commitments, then each Issuing Lender hereby agrees to grant and hereby grants to each L/C Participant, an undivided interest in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it and the amount of each draft paid by such Issuing Lender thereunder in an amount equal to such Issuing Lender’s pro rata share of the Available Revolving Commitment of such Issuing Lender so long as after giving effect to such issuance, amendment, renewal or extension (i) the L/C Obligations shall not exceed the L/C Commitment, (ii) the L/C Obligations with respect to Letters of Credit denominated in Alternate Currencies shall not exceed the L/C Alternate Currency Sublimit and (iii) the amount of the Revolving Extensions of Credit shall not exceed the Total Revolving Commitments. Each L/C Participant agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the applicable Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay in Dollars (other than with respect to amounts payable pursuant to Letters of Credit denominated in Euro, Canadian Dollars or British Pound Sterling, which for the avoidance of doubt, shall be payable in the respective currency in which such Letter of Credit is dominated) to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the Dollar Equivalent (other with respect to amounts payable pursuant to Letters of Credit denominated in Euro, Canadian Dollars or British Pound Sterling, which for the avoidance of doubt, shall be payable in the respective currency in which such Letter of Credit is dominated) of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such Issuing Lender, the applicable Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the applicable Borrower, (iv) any breach of this Agreement or any other Loan Document by any Borrower, any other Loan Party or any other L/C Participant or (v) 45 any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Credit Commitment Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it hereunder and the amount of each draft paid by such the Issuing Lender thereunder; provided that if as a result of the issuance of such Letter of Credit (a) the Revolving Extensions of Credit would exceed the Total Revolving Commitments, then each Issuing Lender hereby agrees to grant and hereby grants to each L/C Participant, an undivided interest in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it and the amount of each draft paid by such Issuing Lender thereunder in an amount equal to such Issuing Lender’s pro rata share of the Available Revolving Commitment of such Issuing Lender so long as after giving effect to such issuance, amendment, renewal or extension (i) the L/C Obligations shall not exceed the L/C Commitment, (ii) the L/C Obligations with respect to Letters of Credit denominated in Alternate Currencies shall not exceed the L/C Alternate Currency Sublimit and (iii) the amount of the Revolving Extensions of Credit shall not exceed the Total Revolving Commitments. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such the Issuing Lender is not reimbursed in full by the applicable Borrower through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay in Dollars (other than with respect to amounts payable pursuant to Letters of Credit denominated in Euro, Canadian Dollars or British Pound Sterling, which for the avoidance of doubt, shall be payable in the respective currency in which such Letter of Credit is dominated) to such Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit Commitment Percentage of the Dollar Equivalent (other with respect to amounts payable pursuant to Letters of Credit denominated in Euro, Canadian Dollars or British Pound Sterling, which for the avoidance of doubt, shall be payable in the respective currency in which such Letter of Credit is dominated) of the amount of such draft, or any part thereof, that which is not so reimbursed. Each (b) Upon becoming aware of any amount required to be paid by any L/C Participant’s obligation Participant to pay the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit, the Issuing Lender shall notify each L/C Participant of the amount and due date of such amount shall be absolute required payment and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against shall pay to the Issuing Lender the amount specified on the applicable due date. If any such amount is paid to the Issuing LenderLender after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand, in addition to such amount, the applicable Borrower or any other Person for any reason whatsoeverproduct of (i) such amount, times (ii) the occurrence or continuance of a Default or an Event of Default or daily average Federal Funds Rate as determined by the failure Administrative Agent during the period from and including the date such payment is due to satisfy any of the other conditions specified in Section 5date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. A certificate of the Issuing Lender with respect to any adverse change amounts owing under this Section shall be conclusive in the condition (financial or otherwise) absence of manifest error. With respect to payment to the Issuing Lender of the applicable Borrowerunreimbursed amounts described in this Section, if the L/C Participants receive notice that any such payment is due (ivA) prior to 1:00 p.m. on any breach Business Day, such payment shall be due that Business Day, and (B) after 1:00 p.m. on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at any time after the Issuing Lender has made payment under any Letter of this Agreement or Credit and has received from any other Loan Document by any Borrower, any other Loan Party or any other L/C Participant its Revolving Credit Commitment Percentage of such payment in accordance with this Section, the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or (v) 45 otherwise), or any other circumstancepayment of interest on account thereof, happening or the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, that in the event whatsoeverthat any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, whether or not similar such L/C Participant shall return to any of the foregoing.Issuing Lender the portion thereof previously distributed by the Issuing Lender to it. 53 142128979_6 170630523_7

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Revolving Percentage in such the Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued by it and the amount of each draft paid by such the Issuing Lender thereunder; provided that if as a result of the issuance of such Letter of Credit (a) the Revolving Extensions of Credit would exceed the Total Revolving Commitments, then each Issuing Lender hereby agrees to grant and hereby grants to each L/C Participant, an undivided interest in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it and the amount of each draft paid by such Issuing Lender thereunder in an amount equal to such Issuing Lender’s pro rata share of the Available Revolving Commitment of such Issuing Lender so long as after giving effect to such issuance, amendment, renewal or extension (i) the L/C Obligations shall not exceed the L/C Commitment, (ii) the L/C Obligations with respect to Letters of Credit denominated in Alternate Currencies shall not exceed the L/C Alternate Currency Sublimit and (iii) the amount of the Revolving Extensions of Credit shall not exceed the Total Revolving Commitments. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such the Issuing Lender is not reimbursed in full by the applicable Borrower in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay in Dollars (other than with respect to amounts payable pursuant to Letters of Credit denominated in Euro, Canadian Dollars or British Pound Sterling, which for the avoidance of doubt, shall be payable in the respective currency in which such Letter of Credit is dominated) to such Issuing Lender upon demand at such the Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s 's Revolving Percentage of the Dollar Equivalent (other with respect to amounts payable pursuant to Letters of Credit denominated in Euro, Canadian Dollars or British Pound Sterling, which for the avoidance of doubt, shall be payable in the respective currency in which such Letter of Credit is dominated) of the amount of such draft, or any part thereof, that is not so reimbursed. Each If any amount required to be paid by any L/C Participant’s obligation Participant to pay the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is not paid to the Issuing Lender on the date such amount shall be absolute and unconditional and shall not be affected by any circumstancepayment is due, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against shall pay to the Issuing Lender on demand an amount equal to the product of (i) such Issuing Lenderamount, the applicable Borrower or any other Person for any reason whatsoever, times (ii) the occurrence or continuance of a Default or an Event of Default or daily average Federal Funds Effective Rate during the failure period from and including the date such payment is required to satisfy any of the other conditions specified in Section 5date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360, provided that if any adverse change in the condition (financial or otherwise) of the applicable Borrower, (iv) any breach of this Agreement or any other Loan Document such amount required to be paid by any Borrower, any other Loan Party or any other L/C Participant or (vpursuant to Section 3.4(a) 45 any other circumstanceis not made available to the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, happening or event whatsoeverthe Issuing Lender shall be entitled to recover from such L/C Participant, whether or not similar on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. Whenever, at any time after the foregoingIssuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Revolving Percentage in such the Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued by it and the amount of each draft paid by such the Issuing Lender thereunder; provided that if as a result of the issuance of such Letter of Credit (a) the Revolving Extensions of Credit would exceed the Total Revolving Commitments, then each Issuing Lender hereby agrees to grant and hereby grants to each L/C Participant, an undivided interest in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it and the amount of each draft paid by such Issuing Lender thereunder in an amount equal to such Issuing Lender’s pro rata share of the Available Revolving Commitment of such Issuing Lender so long as after giving effect to such issuance, amendment, renewal or extension (i) the L/C Obligations shall not exceed the L/C Commitment, (ii) the L/C Obligations with respect to Letters of Credit denominated in Alternate Currencies shall not exceed the L/C Alternate Currency Sublimit and (iii) the amount of the Revolving Extensions of Credit shall not exceed the Total Revolving Commitments. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such the Issuing Lender is not reimbursed in full by the applicable Borrower in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay in Dollars (other than with respect to amounts payable pursuant to Letters of Credit denominated in Euro, Canadian Dollars or British Pound Sterling, which for the avoidance of doubt, shall be payable in the respective currency in which such Letter of Credit is dominated) to such Issuing Lender upon demand at such the Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s 's Revolving Percentage of the Dollar Equivalent (other with respect to amounts payable pursuant to Letters of Credit denominated in Euro, Canadian Dollars or British Pound Sterling, which for the avoidance of doubt, shall be payable in the respective currency in which such Letter of Credit is dominated) of the amount of such draft, or any part thereof, that is not so reimbursed. Each If any amount required to be paid by any L/C Participant’s obligation Participant to pay the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is not paid to the Issuing Lender within three Business Days after the date such amount shall be absolute and unconditional and shall not be affected by any circumstancepayment is due, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against shall pay to the Issuing Lender on demand an amount equal to the product of (i) such Issuing Lenderamount, the applicable Borrower or any other Person for any reason whatsoever, times (ii) the occurrence or continuance of a Default or an Event of Default or daily average Federal Funds Effective Rate during the failure period from and including the date such payment is required to satisfy any of the other conditions specified in Section 5date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any adverse change in the condition (financial or otherwise) of the applicable Borrower, (iv) any breach of this Agreement or any other Loan Document such amount required to be paid by any Borrower, any other Loan Party or any other L/C Participant or (vpursuant to Section 3.4(a) 45 any other circumstanceis not made available to the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, happening or event whatsoeverthe Issuing Lender shall be entitled to recover from such L/C Participant, whether or not similar on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Facility. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. Whenever, at any time after the foregoingIssuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each US Borrower L/C Participant, and, to induce such the Issuing Lender to issue US Borrower Letters of Credit, each US Borrower L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such US Borrower L/C Participant’s own account and risk an undivided interest equal to such US Borrower L/C Participant’s Revolving Percentage in such the Issuing Lender’s obligations and rights under and in respect of each US Borrower Letter of Credit issued by it and the amount of each draft paid by such the Issuing Lender thereunder; provided that if as a result of the issuance of such Letter of Credit (a) the Revolving Extensions of Credit would exceed the Total Revolving Commitments, then each Issuing Lender hereby agrees to grant and hereby grants to each L/C Participant, an undivided interest in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it and the amount of each draft paid by such Issuing Lender thereunder in an amount equal to such Issuing Lender’s pro rata share of the Available Revolving Commitment of such Issuing Lender so long as after giving effect to such issuance, amendment, renewal or extension (i) the L/C Obligations shall not exceed the L/C Commitment, (ii) the L/C Obligations with respect to Letters of Credit denominated in Alternate Currencies shall not exceed the L/C Alternate Currency Sublimit and (iii) the amount of the Revolving Extensions of Credit shall not exceed the Total Revolving Commitments. Each US Borrower L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any US Borrower Letter of Credit issued by such Issuing Lender for which such the Issuing Lender is not reimbursed in full by the applicable US Borrower in accordance with the terms of this Agreement, such US Borrower L/C Participant shall pay in Dollars (other than with respect to amounts payable pursuant to Letters of Credit denominated in Euro, Canadian Dollars or British Pound Sterling, which for the avoidance of doubt, shall be payable in the respective currency in which such Letter of Credit is dominated) to such Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount equal to such US Borrower L/C Participant’s US Borrower Revolving Percentage of the Dollar Equivalent (other with respect to amounts payable pursuant to Letters of Credit denominated in Euro, Canadian Dollars or British Pound Sterling, which for the avoidance of doubt, shall be payable in the respective currency in which such Letter of Credit is dominated) of the amount of such draft, or any part thereof, that is not so reimbursed. Each US Borrower L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such US Borrower L/C Participant may have against such the Issuing Lender, the applicable Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the applicable US Borrower, (iv) any breach of this Agreement or any other Loan Document by any Borrower, any other Loan Party or any other US Borrower L/C Participant or (v) 45 any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender Lenders to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it hereunder and the amount of each draft paid by such Issuing Lender thereunder; provided that if as a result of the issuance of such Letter of Credit (a) the Revolving Extensions of Credit would exceed the Total Revolving Commitments, then each Issuing Lender hereby agrees to grant and hereby grants to each L/C Participant, an undivided interest in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it and the amount of each draft paid by such Issuing Lender thereunder in an amount equal to such Issuing Lender’s pro rata share of the Available Revolving Commitment of such Issuing Lender so long as after giving effect to such issuance, amendment, renewal or extension (i) the L/C Obligations shall not exceed the L/C Commitment, (ii) the L/C Obligations with respect to Letters of Credit denominated in Alternate Currencies shall not exceed the L/C Alternate Currency Sublimit and (iii) the amount of the Revolving Extensions of Credit shall not exceed the Total Revolving Commitments. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the applicable Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay in Dollars (other than with respect to amounts payable pursuant to Letters of Credit denominated in Euro, Canadian Dollars or British Pound Sterling, which for the avoidance of doubt, shall be payable in the respective currency in which such Letter of Credit is dominated) to such Issuing Lender through the Administrative Agent upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the Dollar Equivalent (other with respect to amounts payable pursuant to Letters of Credit denominated in Euro, Canadian Dollars or British Pound Sterling, which for the avoidance of doubt, shall be payable in the respective currency in which such Letter of Credit is dominated) of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay make such amount payment to such Issuing Lender as contemplated by this Section 3.4(a), shall be absolute and unconditional and shall not be affected by any circumstance, including (iA) any setoff, counterclaim, recoupment, defense or other right that which such L/C Participant Lender may have against such Issuing Lender, the applicable Borrower or any other Person for any reason whatsoever, (iiB) the occurrence or continuance of a Default or an Event of Default Default, or the failure to satisfy any of the other conditions specified in Section 5, (iiiC) any adverse change in the condition (financial other occurrence, event or otherwise) of the applicable Borrower, (iv) any breach of this Agreement or any other Loan Document by any Borrower, any other Loan Party or any other L/C Participant or (v) 45 any other circumstance, happening or event whatsoevercondition, whether or not similar to any of the foregoing.. No such payment by any L/C Participant shall relieve or otherwise impair the obligation of the Borrower to reimburse such Issuing Lender for the amount of any payment made by such Issuing Lender under any Letter of Credit, together with interest as provided herein. (b) If any amount required to be paid by any L/C Participant to any Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three (3) Business Days after the - 84-

L/C Participations. (a) Each The US Issuing Lender irrevocably agrees to grant and hereby grants to each US L/C Participant, and, to induce such the US Issuing Lender to issue US Letters of CreditCredit hereunder, each US L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the US Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such US L/C Participant’s 's own account and risk an undivided interest equal to such US L/C Participant’s 's US Revolving Credit Commitment Percentage in such the US Issuing Lender’s 's obligations and rights under and in respect of each US Letter of Credit issued by it hereunder and the amount of each draft paid by such the US Issuing Lender thereunder; provided that if as a result of the issuance of such Letter of Credit (a) the Revolving Extensions of Credit would exceed the Total Revolving Commitments, then each Issuing Lender hereby agrees to grant and hereby grants to each L/C Participant, an undivided interest in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it and the amount of each draft paid by such Issuing Lender thereunder in an amount equal to such Issuing Lender’s pro rata share of the Available Revolving Commitment of such Issuing Lender so long as after giving effect to such issuance, amendment, renewal or extension (i) the L/C Obligations shall not exceed the L/C Commitment, (ii) the L/C Obligations with respect to Letters of Credit denominated in Alternate Currencies shall not exceed the L/C Alternate Currency Sublimit and (iii) the amount of the Revolving Extensions of Credit shall not exceed the Total Revolving Commitments. Each US L/C Participant unconditionally and irrevocably agrees with each the US Issuing Lender that, if a draft is paid under any US Letter of Credit issued by such Issuing Lender for which such the US Issuing Lender is not reimbursed in full by the applicable Borrower Company in accordance with the terms of this Agreement, such US L/C Participant shall pay in Dollars (other than with respect to amounts payable pursuant to Letters of Credit denominated in Euro, Canadian Dollars or British Pound Sterling, which for the avoidance of doubt, shall be payable in the respective currency in which such Letter of Credit is dominated) to such US Issuing Lender upon demand at such the US Issuing Lender’s 's address for notices specified herein an amount equal to such US L/C Participant’s 's US Revolving Credit Commitment Percentage of the Dollar Equivalent (other with respect to amounts payable pursuant to Letters of Credit denominated in Euro, Canadian Dollars or British Pound Sterling, which for the avoidance of doubt, shall be payable in the respective currency in which such Letter of Credit is dominated) of the amount of such draft, or any part thereof, that which is not so reimbursed. Each L/C Participant’s obligation ; provided 52 46 that, if such demand is made prior to pay 12:00 Noon, New York City time, on a Business Day, such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such US L/C Participant may have against shall make such payment to the US Issuing Lender, Lender prior to the applicable Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance end of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the applicable Borrower, (iv) any breach of this Agreement or any other Loan Document by any Borrower, any other Loan Party or any other such Business Day and otherwise such US L/C Participant or (v) 45 any other circumstance, happening or event whatsoever, whether or not similar to any of shall make such payment on the foregoingnext succeeding Business Day.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such each Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s own account and risk risk, an undivided interest equal to such L/C Participant’s Revolving Credit Percentage in such each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it such Issuing Lender hereunder and the amount of each draft paid L/C Disbursement made by such Issuing Lender thereunder; provided that if as a result of the issuance of such Letter of Credit (a) the Revolving Extensions of Credit would exceed the Total Revolving Commitments, then each Issuing Lender hereby agrees to grant and hereby grants to each L/C Participant, an undivided interest in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it and the amount of each draft paid by such Issuing Lender thereunder in an amount equal to such Issuing Lender’s pro rata share of the Available Revolving Commitment of such Issuing Lender so long as after giving effect to such issuance, amendment, renewal or extension (i) the L/C Obligations shall not exceed the L/C Commitment, (ii) the L/C Obligations with respect to Letters of Credit denominated in Alternate Currencies shall not exceed the L/C Alternate Currency Sublimit and (iii) the amount of the Revolving Extensions of Credit shall not exceed the Total Revolving Commitments. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if such Issuing Lender makes any L/C Disbursement in respect of a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the applicable Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay in Dollars (other than with respect to amounts payable pursuant to Letters of Credit denominated in Euro, Canadian Dollars or British Pound Sterling, which the Administrative Agent for the avoidance account of doubt, shall be payable in the respective currency in which such Letter of Credit is dominated) to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) in Dollars, an amount equal to such L/C Participant’s Revolving Credit Percentage of the Dollar Equivalent (other with respect to amounts payable pursuant to Letters of Credit denominated in Euro, Canadian Dollars or British Pound Sterling, which for the avoidance of doubt, shall be payable in the respective currency in which such Letter of Credit is dominated) of the amount of such draftL/C Disbursement, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, abatement, withholding, reduction, defense or other right that such L/C Participant may have against such each Issuing Lender, the applicable theany Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section Article 5, (iii) any adverse change in the condition (financial or otherwise) of the applicable Borrower, (iv) any breach of this Agreement or any other Loan Document by any the Borrower, any other Loan Party or any other L/C Participant or (v) 45 any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such each Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Commitment Percentage in such each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it hereunder and the amount of each draft paid by such Issuing Lender thereunder; provided that if as a result of the issuance of such Letter of Credit (a) the Revolving Extensions of Credit would exceed the Total Revolving Commitments, then each Issuing Lender hereby agrees to grant and hereby grants to each L/C Participant, an undivided interest in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it and the amount of each draft paid by such Issuing Lender thereunder in an amount equal to such Issuing Lender’s pro rata share of the Available Revolving Commitment of such Issuing Lender so long as after giving effect to such issuance, amendment, renewal or extension (i) the L/C Obligations shall not exceed the L/C Commitment, (ii) the L/C Obligations with respect to Letters of Credit denominated in Alternate Currencies shall not exceed the L/C Alternate Currency Sublimit and (iii) the amount of the Revolving Extensions of Credit shall not exceed the Total Revolving Commitments. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the applicable Borrower through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay in Dollars (other than with respect to amounts payable pursuant to Letters of Credit denominated in Euro, Canadian Dollars or British Pound Sterling, which for the avoidance of doubt, shall be payable in the respective currency in which such Letter of Credit is dominated) to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Commitment Percentage of the Dollar Equivalent (other with respect to amounts payable pursuant to Letters of Credit denominated in Euro, Canadian Dollars or British Pound Sterling, which for the avoidance of doubt, shall be payable in the respective currency in which such Letter of Credit is dominated) of the amount of such draft, or any part thereof, that which is not so reimbursed. Each (b) Upon becoming aware of any amount required to be paid by any L/C Participant’s obligation Participant to pay any Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit, issued by it, such Issuing Lender shall notify the Administrative Agent of such unreimbursed amount and the Administrative Agent shall be absolute notify each L/C Participant (with a copy to the applicable Issuing Lender) of the amount and unconditional due date of such required payment and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against shall pay to the Administrative Agent (which, in turn shall pay such Issuing Lender) the amount specified on the applicable due date. If any such amount is paid to such Issuing Lender after the date such payment is due, such L/C Participant shall pay to the Administrative Agent, which in turn shall pay such Issuing Lender on demand, in addition to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Rate as determined by the Administrative Agent during the period from and including the date such payment is due to the date on which such payment is immediately available to such Issuing Lender, the applicable Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, times (iii) any adverse change in a fraction the condition (financial or otherwise) numerator of which is the applicable Borrower, (iv) any breach of this Agreement or any other Loan Document by any Borrower, any other Loan Party or any other L/C Participant or (v) 45 any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.number

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C ParticipantParticipant under the applicable Facility, and, to induce such the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant under the applicable Facility irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage (in the case of Revolving Letters of Credit) or such L/C Participant’s Tranche B-1 Percentage (in the case of Tranche B-1 Letters of Credit) in the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it hereunder under a Facility and the amount of each draft paid by such the Issuing Lender thereunder; provided that if as a result of the issuance of such Letter of Credit (a) the Revolving Extensions of Credit would exceed the Total Revolving Commitments, then each Issuing Lender hereby agrees to grant and hereby grants to each L/C Participant, an undivided interest in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it and the amount of each draft paid by such Issuing Lender thereunder in an amount equal to such Issuing Lender’s pro rata share of the Available Revolving Commitment of such Issuing Lender so long as after giving effect to such issuance, amendment, renewal or extension (i) the L/C Obligations shall not exceed the L/C Commitment, (ii) the L/C Obligations with respect to Letters of Credit denominated in Alternate Currencies shall not exceed the L/C Alternate Currency Sublimit and (iii) the amount of the Revolving Extensions of Credit shall not exceed the Total Revolving Commitments. Each L/C Participant under a Facility unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit issued by under such Issuing Lender Facility for which such the Issuing Lender is not reimbursed in full by the applicable Borrower in accordance with the terms of this Agreement, Agreement (i) such L/C Participant shall pay in Dollars (other than with respect to amounts payable pursuant to Letters of Credit denominated in Euro, Canadian Dollars or British Pound Sterling, which for the avoidance of doubt, shall be payable in the respective currency in which such Letter of Credit is dominated) to such Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the Dollar Equivalent (other with respect to amounts payable pursuant to amount of such draft, or any part thereof, that is not so reimbursed, in the case of Revolving Letters of Credit denominated in Euro, Canadian Dollars or British Pound Sterling, which and (ii) such L/C Participant hereby irrevocably authorizes the Administrative Agent to make available to such Issuing Lender upon demand at the Issuing Lender’s address for the avoidance of doubt, shall be payable in the respective currency in which notices specified herein such Letter of Credit is dominated) L/C Participant’s Tranche B-1 Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participantreimbursed from amounts on deposit in such Tranche B-1 Lender’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including Tranche B-1 Credit Linked Account (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such Issuing Lender, the applicable Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the applicable Borrower, (iv) any breach of this Agreement or any other Loan Document by any Borrower, any other Loan Party or any other L/C Participant or (v) 45 any other circumstance, happening or event whatsoever, whether or not similar the conditions to any of the foregoingborrowing set forth in Section 5.2 are satisfied).

L/C Participations. (a) Each US Issuing Lender irrevocably agrees to grant and hereby grants to each US L/C Participant, and, to induce such each US Issuing Lender to issue US Letters of CreditCredit hereunder, each US L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each US Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such US L/C Participant’s own account and risk risk, an undivided interest equal to such US L/C Participant’s US Revolving Credit Percentage in such each US Issuing Lender’s obligations and rights under and in respect of each US Letter of Credit issued by it such US Issuing Lender hereunder and the amount of each draft paid by such US Issuing Lender thereunder; provided that if as a result of the issuance of such Letter of Credit (a) the Revolving Extensions of Credit would exceed the Total Revolving Commitments, then each Issuing Lender hereby agrees to grant and hereby grants to each L/C Participant, an undivided interest in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it and the amount of each draft paid by such Issuing Lender thereunder in an amount equal to such Issuing Lender’s pro rata share of the Available Revolving Commitment of such Issuing Lender so long as after giving effect to such issuance, amendment, renewal or extension (i) the L/C Obligations shall not exceed the L/C Commitment, (ii) the L/C Obligations with respect to Letters of Credit denominated in Alternate Currencies shall not exceed the L/C Alternate Currency Sublimit and (iii) the amount of the Revolving Extensions of Credit shall not exceed the Total Revolving Commitments. Each US L/C Participant unconditionally and irrevocably agrees with each US Issuing Lender that, if a draft is paid under any US Letter of Credit issued by such US Issuing Lender for which such US Issuing Lender is not reimbursed in full by the applicable US Borrower in accordance with the terms of this Agreement, such US L/C Participant shall pay in Dollars (other than with respect to amounts payable pursuant to Letters of Credit denominated in Euro, Canadian Dollars or British Pound Sterling, which the Administrative Agent for the avoidance account of doubt, shall be payable in the respective currency in which such Letter of Credit is dominated) to such US Issuing Lender upon demand at such US Issuing Lender’s address for notices specified herein (and thereafter the Administrative Agent shall promptly pay to such US Issuing Lender) an amount equal to such US L/C Participant’s US Revolving Credit Percentage of the Dollar Equivalent (other with respect to amounts payable pursuant to Letters of Credit denominated in Euro, Canadian Dollars or British Pound Sterling, which for the avoidance of doubt, shall be payable in the respective currency in which such Letter of Credit is dominated) of the amount of such draft, or any part thereof, that is not so reimbursed. Each US L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such US L/C Participant may have against such the US Issuing Lender, the applicable US Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the applicable either Borrower, (iv) any breach of this Agreement or any other Loan Document by any either Borrower, any other Loan Party or any other US L/C Participant or (v) 45 any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each US Borrower L/C Participant, and, to induce such the Issuing Lender to issue US Borrower Letters of Credit, each US Borrower L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such US Borrower L/C Participant’s own account and risk an undivided interest equal to such US Borrower L/C Participant’s US Borrower Revolving Percentage in such the Issuing Lender’s obligations and rights under and in respect of each US Borrower Letter of Credit issued by it and the amount of each draft paid by such the Issuing Lender thereunder; provided that if as a result of the issuance of such Letter of Credit (a) the Revolving Extensions of Credit would exceed the Total Revolving Commitments, then each Issuing Lender hereby agrees to grant and hereby grants to each L/C Participant, an undivided interest in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it and the amount of each draft paid by such Issuing Lender thereunder in an amount equal to such Issuing Lender’s pro rata share of the Available Revolving Commitment of such Issuing Lender so long as after giving effect to such issuance, amendment, renewal or extension (i) the L/C Obligations shall not exceed the L/C Commitment, (ii) the L/C Obligations with respect to Letters of Credit denominated in Alternate Currencies shall not exceed the L/C Alternate Currency Sublimit and (iii) the amount of the Revolving Extensions of Credit shall not exceed the Total Revolving Commitments. Each US Borrower L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any US Borrower Letter of Credit issued by such Issuing Lender for which such the Issuing Lender is not reimbursed in full by the applicable US Borrower in accordance with the terms of this Agreement, such US Borrower L/C Participant shall pay in Dollars (other than with respect to amounts payable pursuant to Letters of Credit denominated in Euro, Canadian Dollars or British Pound Sterling, which for the avoidance of doubt, shall be payable in the respective currency in which such Letter of Credit is dominated) to such Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount equal to such US Borrower L/C Participant’s US Borrower Revolving Percentage of the Dollar Equivalent (other with respect to amounts payable pursuant to Letters of Credit denominated in Euro, Canadian Dollars or British Pound Sterling, which for the avoidance of doubt, shall be payable in the respective currency in which such Letter of Credit is dominated) of the amount of such draft, or any part thereof, that is not so reimbursed. Each US Borrower L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such US Borrower L/C Participant may have against such the Issuing Lender, the applicable Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the applicable US Borrower, (iv) any breach of this Agreement or any other Loan Document by any Borrower, any other Loan Party or any other US Borrower L/C Participant or (v) 45 any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

L/C Participations. (a) Each Effective on the date of issuance of each Letter of Credit (and on the Closing Date with respect to the Existing Letters of Credit), the Issuing Lender irrevocably agrees to grant and hereby grants to each L/C ParticipantParticipating Lender, and, to induce such Issuing and each Participating Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s Participating Lender's own account and risk an undivided interest equal to such L/C Participant’s Revolving Participating Lender's Commitment Percentage in such the Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued by it the Issuing Lender (including the Existing Letters of Credit) and the amount of each draft paid by such the Issuing Lender thereunder; provided that if as a result of the issuance of such Letter of Credit (a) the Revolving Extensions of Credit would exceed the Total Revolving Commitments, then each Issuing Lender hereby agrees to grant and hereby grants to each L/C Participant, an undivided interest in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it and the amount of each draft paid by such Issuing Lender thereunder in an amount equal to such Issuing Lender’s pro rata share of the Available Revolving Commitment of such Issuing Lender so long as after giving effect to such issuance, amendment, renewal or extension (i) the L/C Obligations shall not exceed the L/C Commitment, (ii) the L/C Obligations with respect to Letters of Credit denominated in Alternate Currencies shall not exceed the L/C Alternate Currency Sublimit and (iii) the amount of the Revolving Extensions of Credit shall not exceed the Total Revolving Commitments. Each L/C Participant Participating Lender unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the applicable Borrower in accordance with the terms of this Agreement, such L/C Participant Participating Lender shall pay in Dollars (other than with respect to amounts payable pursuant to Letters of Credit denominated in Eurothe Administrative Agent, Canadian Dollars or British Pound Sterling, which for the avoidance account of doubtthe Issuing Lender, shall be payable in the respective currency in which such Letter of Credit is dominated) to such Issuing Lender upon demand at such Issuing Lender’s the Administrative Agent's address for notices specified herein in Section 12.2, an amount equal to such L/C Participant’s Revolving Participating Lender's Commitment Percentage of the Dollar Equivalent (other with respect to amounts payable pursuant to Letters of Credit denominated in Euro, Canadian Dollars or British Pound Sterling, which for the avoidance of doubt, shall be payable in the respective currency in which such Letter of Credit is dominated) of the amount of such draft, or any part thereof, that which is not so reimbursed. On the date that any Assignee becomes a Lender party to this Agreement in accordance with Section 12.6, participating interests in any outstanding Letters of Credit held by the transferor Lender from which such Assignee acquired its interest hereunder shall be proportionately reallotted between such Assignee and such transferor Lender. Each L/C Participant’s Participating Lender hereby agrees that its obligation to participate in each Letter of Credit, and to pay such amount shall be absolute or to reimburse the Issuing Lender for its participating share of the drafts drawn or amounts otherwise paid thereunder, is absolute, irrevocable and unconditional and shall not be affected by any circumstancecircumstances whatsoever (including, including (i) any setoffwithout limitation, counterclaim, recoupment, defense or other right that such L/C Participant may have against such Issuing Lender, the applicable Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a any Default or an Event of Default Default), and that each such payment shall be made without offset, abatement, withholding or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the applicable Borrower, (iv) any breach of this Agreement or any other Loan Document by any Borrower, any other Loan Party or any other L/C Participant or (v) 45 any other circumstance, happening or event reduction whatsoever, whether or not similar to any of the foregoing.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such each Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk risk, an undivided interest equal to such L/C Participant’s 's Revolving Credit Percentage in such of each Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued by it such Issuing Lender hereunder and the amount of each draft paid by such Issuing Lender thereunder; provided that if as a result of the issuance of such Letter of Credit (a) the Revolving Extensions of Credit would exceed the Total Revolving Commitments, then each Issuing Lender hereby agrees to grant and hereby grants to each L/C Participant, an undivided interest in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it and the amount of each draft paid by such Issuing Lender thereunder in an amount equal to such Issuing Lender’s pro rata share of the Available Revolving Commitment of such Issuing Lender so long as after giving effect to such issuance, amendment, renewal or extension (i) the L/C Obligations shall not exceed the L/C Commitment, (ii) the L/C Obligations with respect to Letters of Credit denominated in Alternate Currencies shall not exceed the L/C Alternate Currency Sublimit and (iii) the amount of the Revolving Extensions of Credit shall not exceed the Total Revolving Commitments. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the applicable Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay in Dollars (other than with respect to amounts payable pursuant to Letters of Credit denominated in Euro, Canadian Dollars or British Pound Sterling, which the Administrative Agent for the avoidance account of doubt, shall be payable in the respective currency in which such Letter of Credit is dominated) to such Issuing Lender upon demand at the Funding Office (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender’s address for notices specified herein ) an amount equal to such L/C Participant’s 's Revolving Credit Percentage of the Dollar Equivalent (other with respect to amounts payable pursuant to Letters of Credit denominated in Euro, Canadian Dollars or British Pound Sterling, which for the avoidance of doubt, shall be payable in the respective currency in which such Letter of Credit is dominated) of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s 's obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the applicable Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the applicable Borrower, (iv) any breach of this Agreement or any other Loan Document by any Borrower, any other Loan Party the Borrower or any other L/C Participant or (v) 45 any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. The failure of any L/C Participant to make any payment pursuant to this Section 3.4 shall not relieve any other L/C Participant of its obligation hereunder.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Credit Commitment Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it hereunder and the amount of each draft paid by such the Issuing Lender thereunder; provided that if as a result of the issuance of such Letter of Credit (a) the Revolving Extensions of Credit would exceed the Total Revolving Commitments, then each Issuing Lender hereby agrees to grant and hereby grants to each L/C Participant, an undivided interest in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it and the amount of each draft paid by such Issuing Lender thereunder in an amount equal to such Issuing Lender’s pro rata share of the Available Revolving Commitment of such Issuing Lender so long as after giving effect to such issuance, amendment, renewal or extension (i) the L/C Obligations shall not exceed the L/C Commitment, (ii) the L/C Obligations with respect to Letters of Credit denominated in Alternate Currencies shall not exceed the L/C Alternate Currency Sublimit and (iii) the amount of the Revolving Extensions of Credit shall not exceed the Total Revolving Commitments. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such the Issuing Lender is not reimbursed in full by the applicable Parent Borrower through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay in Dollars (other than with respect to amounts payable pursuant to Letters of Credit denominated in Euro, Canadian Dollars or British Pound Sterling, which for the avoidance of doubt, shall be payable in the respective currency in which such Letter of Credit is dominated) to such Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit Commitment Percentage of the Dollar Equivalent (other with respect to amounts payable pursuant to Letters of Credit denominated in Euro, Canadian Dollars or British Pound Sterling, which for the avoidance of doubt, shall be payable in the respective currency in which such Letter of Credit is dominated) of the amount of such draft, or any part thereof, that which is not so reimbursed. Each (b) Upon becoming aware of any amount required to be paid by any L/C Participant’s obligation Participant to pay the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit, the Issuing Lender shall notify each L/C Participant of the amount and due date of such amount shall be absolute required payment and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against shall pay to the Issuing Lender the amount specified on the applicable due date. If any such amount is paid to the Issuing LenderLender after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand, in addition to such amount, the applicable Borrower or any other Person for any reason whatsoeverproduct of (i) such amount, times (ii) the occurrence or continuance of a Default or an Event of Default or daily average Federal Funds Rate as determined by the failure Administrative Agent during the period from and including the date such payment is due to satisfy any of the other conditions specified in Section 5date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. A certificate of the Issuing Lender with respect to any adverse change amounts owing under this Section shall be conclusive in the condition (financial or otherwise) absence of manifest error. With respect to payment to the Issuing Lender of the applicable Borrowerunreimbursed amounts described in this Section, if the L/C Participants receive notice that any such payment is due (ivA) prior to 1:00 p.m. on any breach Business Day, such payment shall be due that Business Day, and (B) after 1:00 p.m. on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at any time after the Issuing Lender has made payment under any Letter of this Agreement or Credit and has received from any other Loan Document by any Borrower, any other Loan Party or any other L/C Participant its Revolving Credit Commitment Percentage of such payment in accordance with this Section, the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Parent Borrower or (v) 45 otherwise), or any other circumstancepayment of interest on account thereof, happening or the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, that in the event whatsoeverthat any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, whether or not similar such L/C Participant shall return to any of the foregoing.Issuing Lender the portion thereof previously distributed by the Issuing Lender to it. SECTION 3.5

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such each Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s own account and risk risk, an undivided interest equal to such L/C Participant’s Revolving Credit Percentage in such of each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it such Issuing Lender hereunder and the amount of each draft paid by such Issuing Lender thereunder; provided that if as a result of the issuance of such Letter of Credit (a) the Revolving Extensions of Credit would exceed the Total Revolving Commitments, then each Issuing Lender hereby agrees to grant and hereby grants to each L/C Participant, an undivided interest in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it and the amount of each draft paid by such Issuing Lender thereunder in an amount equal to such Issuing Lender’s pro rata share of the Available Revolving Commitment of such Issuing Lender so long as after giving effect to such issuance, amendment, renewal or extension (i) the L/C Obligations shall not exceed the L/C Commitment, (ii) the L/C Obligations with respect to Letters of Credit denominated in Alternate Currencies shall not exceed the L/C Alternate Currency Sublimit and (iii) the amount of the Revolving Extensions of Credit shall not exceed the Total Revolving Commitments. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the applicable Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay in Dollars (other than with respect to amounts payable pursuant to Letters of Credit denominated in Euro, Canadian Dollars or British Pound Sterling, which the Administrative Agent for the avoidance account of doubt, shall be payable in the respective currency in which such Letter of Credit is dominated) to such Issuing Lender upon demand at the Funding Office (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender’s address for notices specified herein ) an amount equal to such L/C Participant’s Revolving Credit Percentage of the Dollar Equivalent (other with respect to amounts payable pursuant to Letters of Credit denominated in Euro, Canadian Dollars or British Pound Sterling, which for the avoidance of doubt, shall be payable in the respective currency in which such Letter of Credit is dominated) of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the applicable Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the applicable Borrower, (iv) any breach of this Agreement or any other Loan Document by any Borrower, any other Loan Party the Borrower or any other L/C Participant or (v) 45 any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. The failure of any L/C Participant to make any payment pursuant to this Section 3.4 shall not relieve any other L/C Participant of its obligation hereunder.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Credit Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it hereunder and the amount of each draft paid by such the Issuing Lender thereunder; provided that if as a result of the issuance of such Letter of Credit (a) the Revolving Extensions of Credit would exceed the Total Revolving Commitments, then each Issuing Lender hereby agrees to grant and hereby grants to each L/C Participant, an undivided interest in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it and the amount of each draft paid by such Issuing Lender thereunder in an amount equal to such Issuing Lender’s pro rata share of the Available Revolving Commitment of such Issuing Lender so long as after giving effect to such issuance, amendment, renewal or extension (i) the L/C Obligations shall not exceed the L/C Commitment, (ii) the L/C Obligations with respect to Letters of Credit denominated in Alternate Currencies shall not exceed the L/C Alternate Currency Sublimit and (iii) the amount of the Revolving Extensions of Credit shall not exceed the Total Revolving Commitments. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such the Issuing Lender is not reimbursed in full by the applicable Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay in Dollars (other than with respect to amounts payable pursuant to Letters of Credit denominated in Euro, Canadian Dollars or British Pound Sterling, which for the avoidance of doubt, shall be payable in the respective currency in which such Letter of Credit is dominated) to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the Dollar Equivalent (other with respect to amounts payable pursuant to Letters of Credit denominated in Euro, Canadian Dollars or British Pound Sterling, which for the avoidance of doubt, shall be payable in the respective currency in which such Letter of Credit is dominated) of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such Issuing Lender, the applicable Borrower or any other Person for any reason whatsoever, (ii) regardless of the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) upon demand, at the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant acknowledges and agrees that its obligation to acquire participations and make payments pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit, the occurrence and continuance of a Default or Event of Default, the reduction or termination of the Commitments, any adverse change in the condition (financial or otherwise) of the applicable Borrower, (iv) Borrower or any other Person or any breach of this Agreement or any other Loan Document by the Borrower or any Borrowerother Person (including, without limitation, any other Loan Party Revolving Credit Lender), and each such payment shall be made without any offset, abatement, withholding or any other L/C Participant or (v) 45 any other circumstance, happening or event reduction whatsoever, whether or not similar to any of the foregoing.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such each Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s own account and risk risk, an undivided interest equal to such L/C Participant’s Revolving Commitment Percentage in such each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it such Issuing Lender hereunder and the amount of each draft paid by such Issuing Lender thereunder; provided that if as a result of the issuance of such Letter of Credit (a) the Revolving Extensions of Credit would exceed the Total Revolving Commitments, then each Issuing Lender hereby agrees to grant and hereby grants to each L/C Participant, an undivided interest in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it and the amount of each draft paid by such Issuing Lender thereunder in an amount equal to such Issuing Lender’s pro rata share of the Available Revolving Commitment of such Issuing Lender so long as after giving effect to such issuance, amendment, renewal or extension (i) the L/C Obligations shall not exceed the L/C Commitment, (ii) the L/C Obligations with respect to Letters of Credit denominated in Alternate Currencies shall not exceed the L/C Alternate Currency Sublimit and (iii) the amount of the Revolving Extensions of Credit shall not exceed the Total Revolving Commitments. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the applicable Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay in Dollars (other than with respect to amounts payable pursuant to Letters of Credit denominated in Euro, Canadian Dollars or British Pound Sterling, which the Administrative Agent for the avoidance account of doubt, shall be payable in the respective currency in which such Letter of Credit is dominated) to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) an amount equal to such L/C Participant’s Revolving Commitment Percentage of the Dollar Equivalent (other with respect to amounts payable pursuant to Letters of Credit denominated in Euro, Canadian Dollars or British Pound Sterling, which for the avoidance of doubt, shall be payable in the respective currency in which such Letter of Credit is dominated) of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the applicable Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the applicable Borrower, (iv) any breach of this Agreement or any other Loan Document by any the Borrower, any other Loan Party or any other L/C Participant or (v) 45 any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C ParticipantLender, and, to induce such the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant Lender irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s Lender's own account and risk an undivided interest equal to such L/C Participant’s Revolving Lender's Specified Percentage in such the Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued by it the Issuing Lender and the amount of each draft paid by such the Issuing Lender thereunder; provided that if as a result of the issuance of such Letter of Credit (a) the Revolving Extensions of Credit would exceed the Total Revolving Commitments, then each Issuing Lender hereby agrees to grant and hereby grants to each L/C Participant, an undivided interest in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it and the amount of each draft paid by such Issuing Lender thereunder in an amount equal to such Issuing Lender’s pro rata share of the Available Revolving Commitment of such Issuing Lender so long as after giving effect to such issuance, amendment, renewal or extension (i) the L/C Obligations shall not exceed the L/C Commitment, (ii) the L/C Obligations with respect to Letters of Credit denominated in Alternate Currencies shall not exceed the L/C Alternate Currency Sublimit and (iii) the amount of the Revolving Extensions of Credit shall not exceed the Total Revolving Commitments. Each L/C Participant Lender unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit issued by such the Issuing Lender for which such the Issuing Lender is not reimbursed in full by the applicable Borrower in accordance with the terms of this AgreementSection 3.5(a), such L/C Participant Lender shall pay in Dollars (other than with respect to amounts payable pursuant to Letters of Credit denominated in Euro, Canadian Dollars or British Pound Sterling, which for the avoidance of doubt, shall be payable in the respective currency in which such Letter of Credit is dominated) to such Issuing Lender upon demand at such the Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s Revolving Lender's Specified Percentage of the Dollar Equivalent (other with respect to amounts payable pursuant to Letters of Credit denominated in Euro, Canadian Dollars or British Pound Sterling, which for the avoidance of doubt, shall be payable in the respective currency in which such Letter of Credit is dominated) of the amount of such draft, or any part thereof, that which is not so reimbursed. Each L/C Participant’s (b) If any amount required to be paid by any Lender to the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is paid to the Issuing Lender within three Business Days after the date such payment is due, such Lender shall pay to the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective 24 31 Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any Lender pursuant to Section 3.4(a) is not in fact made available to the Issuing Lender by such Lender within three Business Days after the date such payment is due, the Issuing Lender shall be entitled to recover from such Lender, on demand, such amount with interest thereon calculated from such due date at a rate per annum equal to the ABR plus the Applicable Margin. A certificate of the Issuing Lender submitted to any Lender with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit and has received from any Lender its pro rata share of such payment in accordance with Section 3.4(a), the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of Collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will, if such payment is received prior to 1:00 p.m., Dallas, Texas time, on a Business Day, distribute to such Lender its pro rata share thereof on the same Business Day or if received later than 1:00 p.m. on the next succeeding Business Day; provided, however, that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such Lender shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it. (d) Notwithstanding anything to the contrary in this Agreement, each Lender's obligation to pay such amount make the Loans referred to in Section 3.5(b) and to purchase and fund participating interests pursuant to Section 3.4(a) shall be absolute and unconditional and shall not be affected by any circumstance, including including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right that which such L/C Participant Lender or the Borrower may have against such the Issuing Lender, the applicable Borrower or any other Person for any reason whatsoever, ; (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, 6; (iii) any adverse change in the condition (financial or otherwise) of the applicable Borrower, any Loan Party; (iv) any breach of this Agreement or any other Loan Document by any Borrower, any other Loan Party or any other L/C Participant Lender; or (v) 45 any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.. 3.5

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Credit Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it hereunder and the amount of each draft paid by such the Issuing Lender thereunder; provided that if as a result of the issuance of such Letter of Credit (a) the Revolving Extensions of Credit would exceed the Total Revolving Commitments, then each Issuing Lender hereby agrees to grant and hereby grants to each L/C Participant, an undivided interest in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it and the amount of each draft paid by such Issuing Lender thereunder in an amount equal to such Issuing Lender’s pro rata share of the Available Revolving Commitment of such Issuing Lender so long as after giving effect to such issuance, amendment, renewal or extension (i) the L/C Obligations shall not exceed the L/C Commitment, (ii) the L/C Obligations with respect to Letters of Credit denominated in Alternate Currencies shall not exceed the L/C Alternate Currency Sublimit and (iii) the amount of the Revolving Extensions of Credit shall not exceed the Total Revolving Commitments. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such the Issuing Lender is not reimbursed in full by the applicable Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay in Dollars (other than with respect to amounts payable pursuant to Letters of Credit denominated in Euro, Canadian Dollars or British Pound Sterling, which for the avoidance of doubt, shall be payable in the respective currency in which such Letter of Credit is dominated) to such Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit Percentage of the Dollar Equivalent (other with respect to amounts payable pursuant to Letters of Credit denominated in Euro, Canadian Dollars or British Pound Sterling, which for the avoidance of doubt, shall be payable in the respective currency in which such Letter of Credit is dominated) of the amount of such draft, or any part thereof, that which is not so reimbursed. Each If any amount required to be paid by any L/C Participant’s obligation Participant to pay the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is paid to the Issuing Lender within three Business Days after the date such amount shall be absolute and unconditional and shall not be affected by any circumstancepayment is due, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against shall pay to the Issuing Lender on demand an amount equal to the product of (i) such Issuing Lenderamount, the applicable Borrower or any other Person for any reason whatsoever, times (ii) the occurrence or continuance of a Default or an Event of Default or daily average Federal Funds Rate during the failure period from and including the date such payment is required to satisfy any of the other conditions specified in Section 5date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any adverse change in the condition (financial or otherwise) of the applicable Borrower, (iv) any breach of this Agreement or any other Loan Document such amount required to be paid by any Borrower, any other Loan Party or any other L/C Participant or (vpursuant to Section 3.4(a) 45 any other circumstanceis not made available to the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, happening or event whatsoeverthe Issuing Lender shall be entitled to recover from such L/C Participant, whether or not similar on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Credit Facility. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section 3.4 shall be conclusive in the absence of the foregoingmanifest error.

L/C Participations. (a) Each The US Issuing Lender irrevocably agrees to grant and hereby grants to each US L/C Participant, and, to induce such the US Issuing Lender to issue US Letters of CreditCredit hereunder, each US L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the US Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such US L/C Participant’s 's own account and risk an undivided interest equal to such US L/C Participant’s 's US Revolving Credit Commitment Percentage in such the US Issuing Lender’s 's obligations and rights under and in respect of each US Letter of Credit issued by it hereunder and the amount of each draft paid by such the US Issuing Lender thereunder; provided that if as a result of the issuance of such Letter of Credit (a) the Revolving Extensions of Credit would exceed the Total Revolving Commitments, then each Issuing Lender hereby agrees to grant and hereby grants to each L/C Participant, an undivided interest in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it and the amount of each draft paid by such Issuing Lender thereunder in an amount equal to such Issuing Lender’s pro rata share of the Available Revolving Commitment of such Issuing Lender so long as after giving effect to such issuance, amendment, renewal or extension (i) the L/C Obligations shall not exceed the L/C Commitment, (ii) the L/C Obligations with respect to Letters of Credit denominated in Alternate Currencies shall not exceed the L/C Alternate Currency Sublimit and (iii) the amount of the Revolving Extensions of Credit shall not exceed the Total Revolving Commitments. Each US L/C Participant unconditionally and irrevocably agrees with each the US Issuing Lender that, if a draft is paid under any US Letter of Credit issued by such Issuing Lender for which such the US Issuing Lender is not reimbursed in full by the applicable Borrower Company in accordance with the terms of this Agreement, such US L/C Participant shall pay in Dollars (other than with respect to amounts payable pursuant to Letters of Credit denominated in Euro, Canadian Dollars or British Pound Sterling, which for the avoidance of doubt, shall be payable in the respective currency in which such Letter of Credit is dominated) to such US Issuing Lender upon demand at such the US Issuing Lender’s 's address for notices specified herein an amount equal to such US L/C Participant’s 's US Revolving Credit Commitment Percentage of the Dollar Equivalent (other with respect to amounts payable pursuant to Letters of Credit denominated in Euro, Canadian Dollars or British Pound Sterling, which for the avoidance of doubt, shall be payable in the respective currency in which such Letter of Credit is dominated) of the amount of such draft, or any part thereof, that which is not so reimbursed. Each L/C Participant’s obligation ; provided that, if such demand is made prior to pay 12:00 Noon, New York City time, on a Business Day, such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such US L/C Participant may have against shall make such payment to the US Issuing Lender, Lender prior to the applicable Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance end of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the applicable Borrower, (iv) any breach of this Agreement or any other Loan Document by any Borrower, any other Loan Party or any other such Business Day and otherwise such US L/C Participant or (v) 45 any other circumstance, happening or event whatsoever, whether or not similar to any of shall make such payment on the foregoingnext succeeding Business Day.

L/C Participations. (a) Each Issuing Lender By the issuance of a Priority L/C (or an amendment to a Priority L/C increasing the amount thereof) and without any further action on the part of the Priority L/C Issuer or the Priority Lenders, the Priority L/C Issuer irrevocably agrees to grant and hereby grants to each L/C ParticipantPriority Lender, and, to induce such Issuing Lender to issue Letters of Credit, each the Priority L/C Participant Issuer to issue Priority L/Cs hereunder, each Priority Lender irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lenderthe Priority L/C Issuer, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s Priority Lender's own account and risk an undivided interest equal to such Priority Lender's Priority Commitment Percentage in the Priority L/C Participant’s Revolving Percentage in such Issuing Lender’s Issuer's obligations and rights under and in respect of each Letter of Credit Priority L/C issued by it hereunder and the amount of each draft paid by such Issuing Lender thereunder; provided that if as a result of the issuance of such Letter of Credit (a) the Revolving Extensions of Credit would exceed the Total Revolving Commitments, then each Issuing Lender hereby agrees to grant and hereby grants to each Priority L/C Participant, an undivided interest in such Issuing Lender’s obligations Issuer thereunder. Each Priority Lender unconditionally and rights under and in respect of each Letter of Credit issued by it and irrevocably agrees with the amount of each draft paid by such Issuing Lender thereunder in an amount equal to such Issuing Lender’s pro rata share of the Available Revolving Commitment of such Issuing Lender so long as after giving effect to such issuance, amendment, renewal or extension (i) the Priority L/C Obligations shall not exceed the L/C Commitment, (ii) the L/C Obligations with respect to Letters of Credit denominated in Alternate Currencies shall not exceed the L/C Alternate Currency Sublimit and (iii) the amount of the Revolving Extensions of Credit shall not exceed the Total Revolving Commitments. Each L/C Participant agrees with each Issuing Lender Issuer that, if a draft is paid under any Letter of Credit issued by such Issuing Lender Priority L/C for which such Issuing Lender the Priority L/C Issuer is not reimbursed in full by the applicable Borrower in accordance with Company or the Owner pursuant to the terms of this Agreement, such Priority Lender shall pay to the Priority L/C Participant shall pay in Dollars (other than with respect to amounts payable pursuant to Letters of Credit denominated in Euro, Canadian Dollars or British Pound Sterling, which for the avoidance of doubt, shall be payable in the respective currency in which such Letter of Credit is dominated) to such Issuing Lender Issuer upon demand by the Priority L/C Issuer at such Issuing Lender’s the Priority L/C Issuer's address for notices specified herein in Section 12.2 of the Participation Agreement an amount equal to such Priority Lender's Priority Commitment Percentage of such Priority L/C Participant’s Revolving Percentage of the Dollar Equivalent (other with respect to amounts payable pursuant to Letters of Credit denominated in Euro, Canadian Dollars or British Pound Sterling, which for the avoidance of doubt, shall be payable in the respective currency in which such Letter of Credit is dominated) of the amount of such draft, Reimbursement Obligation or any part thereof, that thereof which is not so reimbursed. Each Priority Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Priority L/C Participant’s obligation to pay such amount shall be Cs is absolute and unconditional and shall not be affected by any circumstancecircumstance whatsoever, including (i) any setoffamendment, counterclaim, recoupment, defense renewal or other right that such extension of any Priority L/C Participant may have against such Issuing Lender, the applicable Borrower or any other Person for any reason whatsoever, (ii) the occurrence or and continuance of a Post-Effective Default or an Event of Default reduction or the failure to satisfy any termination of the other conditions specified in Section 5Priority Commitments, (iii) and that each such payment shall be made without any adverse change in offset, abatement, withholding or reduction whatsoever. Any payment made by a Priority Lender pursuant to this paragraph to reimburse the condition (financial or otherwise) of the applicable Borrower, (iv) any breach of this Agreement or any other Loan Document by any Borrower, any other Loan Party or any other Priority L/C Participant Issuer for any draft paid by the Priority L/C Issuer under any Priority L/C (other than the funding of Priority Loans) shall not constitute a Priority Loan and shall not relieve the Company or (v) 45 any other circumstance, happening or event whatsoever, whether or not similar the Owner of their joint and several obligation to any of pay the foregoingoutstanding Priority L/C Reimbursement Obligation.

L/C Participations. (a) Each The Tranche A Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Tranche A Issuing Lender to issue Tranche A Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Tranche A Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such the Tranche A Issuing Lender’s obligations and rights under and in respect of each Tranche A Letter of Credit issued by it and the amount of each draft paid by such the Tranche A Issuing Lender thereunder; provided that if as a result of the issuance of such Letter of Credit (a) the Revolving Extensions of Credit would exceed the Total Revolving Commitments, then each Issuing Lender hereby agrees to grant and hereby grants to each L/C Participant, an undivided interest in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it and the amount of each draft paid by such Issuing Lender thereunder in an amount equal to such Issuing Lender’s pro rata share of the Available Revolving Commitment of such Issuing Lender so long as after giving effect to such issuance, amendment, renewal or extension (i) the L/C Obligations shall not exceed the L/C Commitment, (ii) the L/C Obligations with respect to Letters of Credit denominated in Alternate Currencies shall not exceed the L/C Alternate Currency Sublimit and (iii) the amount of the Revolving Extensions of Credit shall not exceed the Total Revolving Commitments. Each L/C Participant agrees with each the Tranche A Issuing Lender that, if a draft is paid under any Tranche A Letter of Credit issued by such Issuing Lender for which such the Tranche A Issuing Lender is not reimbursed in full by the applicable Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay in Dollars (other than with respect to amounts payable pursuant to Letters of Credit denominated in Euro, Canadian Dollars or British Pound Sterling, which the Administrative Agent for the avoidance account of doubt, shall be payable in the respective currency in which such Letter of Credit is dominated) to such Tranche A Issuing Lender upon demand at such Issuing Lenderthe Administrative Agent’s address for notices specified herein (and thereafter the Administrative Agent shall promptly pay to such Tranche A Issuing Lender) an amount equal to such L/C Participant’s Revolving Percentage of the Dollar Equivalent (other with respect to amounts payable pursuant to Letters of Credit denominated in Euro, Canadian Dollars or British Pound Sterling, which for the avoidance of doubt, shall be payable in the respective currency in which such Letter of Credit is dominated) of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Tranche A Issuing Lender, the applicable Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the financial condition (financial or otherwise) of the applicable Borrower, (iv) any breach of this Agreement or any other Loan Document by any the Borrower, any other Loan Party or any other L/C Participant or (v) 45 any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Applicable Percentage (or proportionate percentage under the Alternate Currency Sublimit in such the case of Letter of Credit drawings in an Alternate Currency) in the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it and the amount of each draft paid by such the Issuing Lender thereunder; provided that if as a result of the issuance of such Letter of Credit (a) the Revolving Extensions of Credit would exceed the Total Revolving Commitments, then each Issuing Lender hereby agrees to grant and hereby grants to each L/C Participant, an undivided interest in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it and the amount of each draft paid by such Issuing Lender thereunder in an amount equal to such Issuing Lender’s pro rata share of the Available Revolving Commitment of such Issuing Lender so long as after giving effect to such issuance, amendment, renewal or extension (i) the L/C Obligations shall not exceed the L/C Commitment, (ii) the L/C Obligations with respect to Letters of Credit denominated in Alternate Currencies shall not exceed the L/C Alternate Currency Sublimit and (iii) the amount of the Revolving Extensions of Credit shall not exceed the Total Revolving Commitments. Each L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the applicable Borrower and becomes an L/C Borrowing in accordance with the terms of this Agreement, such L/C Participant shall pay in Dollars (other than with respect to amounts payable pursuant to Letters of Credit denominated in Euro, Canadian Dollars or British Pound Sterling, which for the avoidance of doubt, shall be payable in the respective currency in which such Letter of Credit is dominated) to such Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Applicable Percentage of (or proportionate percentage under the Dollar Equivalent (other with respect to amounts payable pursuant to Letters of Credit denominated in Euro, Canadian Dollars or British Pound Sterling, which for the avoidance of doubt, shall be payable Alternate Currency Sublimit in the respective currency in which such case of Letter of Credit is dominateddrawings in an Alternate Currency) of the amount of such draft, or any part thereof, that is not so reimbursedL/C Borrowing. Each L/C Participant’s obligation to pay make such amount Advances as part of an L/C Borrowing shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the applicable Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5Article VI, (iii) any adverse change in the condition (financial or otherwise) of the applicable Borrower, (iv) any breach of this Agreement or any other Loan Document loan document by any Borrower, any other Loan Party the Borrower or any other L/C Participant or (v) 45 any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

L/C Participations. (a) Each Issuing Lender -------------------------------- irrevocably agrees to grant and hereby grants to each US$ L/C Participant, and, to induce such Issuing Lender to issue US$ Letters of Credit, each US$ L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions set forth below, for such US$ L/C Participant’s 's own account and risk an undivided interest equal to such US$ L/C Participant’s 's US$ Revolving Credit Percentage in such Issuing Lender’s 's obligations and rights under and in respect of each US$ Letter of Credit issued by it and the amount of each draft paid by such Issuing Lender thereunder; provided that if as a result of the issuance of such Letter of Credit (a) the Revolving Extensions of Credit would exceed the Total Revolving Commitments, then each Issuing Lender hereby agrees to grant and hereby grants to each L/C Participant, an undivided interest in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it and the amount of each draft paid by such Issuing Lender thereunder in an amount equal to such Issuing Lender’s pro rata share of the Available Revolving Commitment of such Issuing Lender so long as after giving effect to such issuance, amendment, renewal or extension (i) the L/C Obligations shall not exceed the L/C Commitment, (ii) the L/C Obligations with respect to Letters of Credit denominated in Alternate Currencies shall not exceed the L/C Alternate Currency Sublimit and (iii) the amount of the Revolving Extensions of Credit shall not exceed the Total Revolving Commitments. Each US$ L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any US$ Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the applicable Borrower Company and/or any relevant L/C Subsidiary in accordance with the terms of this Agreement, such US$ L/C Participant shall pay in Dollars (other than with respect to amounts payable pursuant to Letters of Credit denominated in Euro, Canadian Dollars or British Pound Sterling, which for the avoidance of doubt, shall be payable in the respective currency in which such Letter of Credit is dominated) to such Issuing Lender upon demand at such Issuing Lender’s 's address for notices specified herein or as separately notified to the US$ L/C Participants by such Issuing Lender an amount equal to such US$ L/C Participant’s 's US$ Revolving Credit Percentage of the Dollar Equivalent (other with respect to amounts payable pursuant to Letters of Credit denominated in Euro, Canadian Dollars or British Pound Sterling, which for the avoidance of doubt, shall be payable in the respective currency in which such Letter of Credit is dominated) of the amount of such draft, or any part thereof, that is not so reimbursed. Each Issuing Lender irrevocably agrees to grant and hereby grants to each Supplemental L/C Participant’s obligation , and, to pay induce such amount shall be absolute and unconditional and shall not be affected by any circumstanceIssuing Lender to issue Supplemental Letters of Credit, including (i) any setoff, counterclaim, recoupment, defense or other right that such each Supplemental L/C Participant may have against irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the applicable Borrower or any other Person terms and conditions set forth below, for any reason whatsoever, (ii) such Supplemental L/C Participant's own account and risk an undivided interest equal to such Supplemental L/C Participant's Supplemental Revolving Credit Percentage in such Issuing Lender's obligations and rights under and in respect of each Supplemental Letter of Credit and the occurrence or continuance amount of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the applicable Borrower, (iv) any breach of this Agreement or any other Loan Document each draft paid by any Borrower, any other Loan Party or any other such Issuing Lender thereunder. Each Supplemental L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Supplemental Letter of Credit for which such Issuing Lender is not reimbursed in full by the Company and/or any relevant L/C Subsidiary in accordance with the terms of this Agreement, such Supplemental L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender's address for notices specified herein or (v) 45 any other circumstance, happening or event whatsoever, whether or not similar as separately notified to any the Supplemental L/C Participants by such Issuing Lender an amount equal to such Supplemental L/C Participant's Supplemental Revolving Credit Percentage of the foregoingamount of such draft, or any part thereof, that is not so reimbursed.

L/C Participations. (ai) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, without recourse or warranty, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Commitment Percentage (determined on the date of issuance of the relevant Letter of Credit) in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it and or continued hereunder, the amount of each draft paid by such the Issuing Lender thereunder; provided that if as a result thereunder and the obligations of the issuance of such Loan Parties under this Agreement with respect thereto (although Letter of Credit (a) fees and commissions shall be payable directly to the Revolving Extensions Administrative Agent for the account of Credit would exceed the Total Revolving Commitments, then each Issuing Lender hereby agrees to grant and hereby grants to each L/C ParticipantParticipants, an undivided interest as provided in such Issuing Lender’s obligations subsection 2.9(c), and rights under and in respect of each Letter of Credit issued by it and the amount of each draft paid by such Issuing Lender thereunder in an amount equal to such Issuing Lender’s pro rata share of the Available Revolving Commitment of such Issuing Lender so long as after giving effect to such issuance, amendment, renewal or extension (i) the L/C Obligations Participants shall not exceed the L/C Commitment, (ii) the L/C Obligations have no right to receive any portion of any facing fees with respect to any such Letters of Credit denominated in Alternate Currencies shall not exceed the L/C Alternate Currency Sublimit Credit) and (iii) the amount of the Revolving Extensions of Credit shall not exceed the Total Revolving Commitmentsany security therefor or guaranty pertaining thereto. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such the Issuing Lender is not reimbursed in full by the applicable Borrower in respect of such Letter of Credit in accordance with the terms of this Agreementsubsection 2.9(e)(i), such L/C Participant shall pay in Dollars (other than with respect to amounts payable pursuant to Letters of Credit denominated in Euro, Canadian Dollars or British Pound Sterling, which the Administrative Agent for the avoidance account of doubt, shall be payable in the respective currency in which such Letter of Credit is dominated) to such Issuing Lender upon demand at such Issuing Lenderthe Administrative Agent’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Commitment Percentage of the Dollar Equivalent (other with respect to amounts payable pursuant to Letters of Credit denominated in Euro, Canadian Dollars or British Pound Sterling, which for the avoidance of doubt, shall be payable in the respective currency in which such Letter of Credit is dominated) of the amount of such draft, or any part thereof, that which is not so reimbursed. Each L/C Participant’s obligation to pay such amount ; provided that nothing in this paragraph shall be absolute and unconditional and shall not be affected by relieve the Issuing Lender of any circumstanceliability resulting from the gross negligence or willful misconduct of the Issuing Lender, including (i) or otherwise affect any setoff, counterclaim, recoupment, defense or other right that such any L/C Participant may have against as a result of such Issuing Lender, the applicable Borrower gross negligence or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any willful misconduct. All calculations of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the applicable Borrower, (iv) any breach of this Agreement or any other Loan Document by any Borrower, any other Loan Party or any other L/C Participant or (v) 45 any other circumstanceParticipants’ Revolving Commitment Percentages shall be made from time to time by the Administrative Agent, happening or event whatsoever, whether or not similar to any of the foregoingwhich calculations shall be conclusive absent manifest error.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such each Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s own account and risk risk, an undivided interest equal to such L/C Participant’s Revolving Credit Percentage in such each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it such Issuing Lender hereunder and the amount of each draft paid L/C Disbursement made by such Issuing Lender thereunder; provided that if as a result of the issuance of such Letter of Credit (a) the Revolving Extensions of Credit would exceed the Total Revolving Commitments, then each Issuing Lender hereby agrees to grant and hereby grants to each L/C Participant, an undivided interest in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it and the amount of each draft paid by such Issuing Lender thereunder in an amount equal to such Issuing Lender’s pro rata share of the Available Revolving Commitment of such Issuing Lender so long as after giving effect to such issuance, amendment, renewal or extension (i) the L/C Obligations shall not exceed the L/C Commitment, (ii) the L/C Obligations with respect to Letters of Credit denominated in Alternate Currencies shall not exceed the L/C Alternate Currency Sublimit and (iii) the amount of the Revolving Extensions of Credit shall not exceed the Total Revolving Commitments. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if such Issuing Lender makes any L/C Disbursement in respect of a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the applicable Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay in Dollars (other than with respect to amounts payable pursuant to Letters of Credit denominated in Euro, Canadian Dollars or British Pound Sterling, which the Administrative Agent for the avoidance account of doubt, shall be payable in the respective currency in which such Letter of Credit is dominated) to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) in Dollars, an amount equal to such L/C Participant’s Revolving Credit Percentage of the Dollar Equivalent (other with respect to amounts payable pursuant to Letters of Credit denominated in Euro, Canadian Dollars or British Pound Sterling, which for the avoidance of doubt, shall be payable in the respective currency in which such Letter of Credit is dominated) of the amount of such draftL/C Disbursement, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, abatement, withholding, reduction, defense or other right that such L/C Participant may have against such each Issuing Lender, the applicable Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section Article 5, (iii) any adverse change in the condition (financial or otherwise) of the applicable Borrower, (iv) any breach of this Agreement or any other Loan Document by any the Borrower, any other Loan Party or any other L/C Participant or (v) 45 any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Exhibit 10.1 (b) If any amount (a “Participation Amount”) required to be paid by any L/C Participant to an Issuing Lender pursuant to Section 3.04(a) in respect of any unreimbursed portion of any L/C Disbursement made by such Issuing Lender under any Letter of Credit is not paid to such Issuing Lender within one Business Day after the date such payment is due, such Issuing Lender shall so notify the Administrative Agent, which shall promptly notify the L/C Participants, and each L/C Participant shall pay to the Administrative Agent, for the account of such Issuing Lender, on demand (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) in Dollars, an amount equal to the product of (i) such Participation Amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any Participation Amount required to be paid by any L/C Participant pursuant to Section 3.04(a) is not made available to the Administrative Agent for the account of the relevant Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, the Administrative Agent on behalf of such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such Participation Amount with interest thereon calculated from such due date at the rate per annum applicable to Base Rate Loans under the Revolving Credit Facility. A certificate of the Administrative Agent submitted on behalf of an Issuing Lender to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such each Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees (subject to the proviso to the initial sentence of Section 2.1) to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Credit Commitment Percentage in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it such Issuing Lender hereunder and the amount of each draft paid by such Issuing Lender thereunder; provided that if as a result of the issuance of such Letter of Credit (a) the Revolving Extensions of Credit would exceed the Total Revolving Commitments, then each Issuing Lender hereby agrees to grant and hereby grants to each L/C Participant, an undivided interest in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it and the amount of each draft paid by such Issuing Lender thereunder in an amount equal to such Issuing Lender’s pro rata share of the Available Revolving Commitment of such Issuing Lender so long as after giving effect to such issuance, amendment, renewal or extension (i) the L/C Obligations shall not exceed the L/C Commitment, (ii) the L/C Obligations with respect to Letters of Credit denominated in Alternate Currencies shall not exceed the L/C Alternate Currency Sublimit and (iii) the amount of the Revolving Extensions of Credit shall not exceed the Total Revolving Commitments. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the applicable Borrower through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall (subject to the proviso to the initial sentence of Section 2.1) pay in Dollars (other than with respect to amounts payable pursuant to Letters of Credit denominated in Euro, Canadian Dollars or British Pound Sterling, which for the avoidance of doubt, shall be payable in the respective currency in which such Letter of Credit is dominated) to such that Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount equal to the Dollar Amount of such L/C Participant’s Revolving Credit Commitment Percentage of the Dollar Equivalent (other with respect to amounts payable pursuant to Letters of Credit denominated in Euro, Canadian Dollars or British Pound Sterling, which for the avoidance of doubt, shall be payable in the respective currency in which such Letter of Credit is dominated) of the amount of such draft, or any part thereof, that which is not so reimbursed. Each ; provided that with respect to any draft under any Letter of Credit, no Lender shall be required to fund more than its Revolving Credit Commitment Percentage of such draft or more than any amount which would cause the sum of aggregate outstanding principal amount of all Revolving Credit Loans made by such Lender plus such Lender’s Revolving Credit Commitment Percentage of all outstanding Swingline Loans plus such Lender’s Revolving Credit Commitment Percentage of all outstanding L/C ParticipantObligations to exceed such Lender’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such Issuing Lender, the applicable Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the applicable Borrower, (iv) any breach of this Agreement or any other Loan Document by any Borrower, any other Loan Party or any other L/C Participant or (v) 45 any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoingRevolving Credit Commitment.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees (subject to the proviso to the initial sentence of Section 2.1 hereof) to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Revolving Credit Commitment Percentage in such the Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued by it hereunder and the amount of each draft paid by such the Issuing Lender thereunder; provided that if as a result of the issuance of such Letter of Credit (a) the Revolving Extensions of Credit would exceed the Total Revolving Commitments, then each Issuing Lender hereby agrees to grant and hereby grants to each L/C Participant, an undivided interest in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it and the amount of each draft paid by such Issuing Lender thereunder in an amount equal to such Issuing Lender’s pro rata share of the Available Revolving Commitment of such Issuing Lender so long as after giving effect to such issuance, amendment, renewal or extension (i) the L/C Obligations shall not exceed the L/C Commitment, (ii) the L/C Obligations with respect to Letters of Credit denominated in Alternate Currencies shall not exceed the L/C Alternate Currency Sublimit and (iii) the amount of the Revolving Extensions of Credit shall not exceed the Total Revolving Commitments. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such the Issuing Lender is not reimbursed in full by the applicable Borrower through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall (subject to the proviso to the initial sentence of Section 2.1 hereof) pay in Dollars (other than with respect to amounts payable pursuant to Letters of Credit denominated in Euro, Canadian Dollars or British Pound Sterling, which for the avoidance of doubt, shall be payable in the respective currency in which such Letter of Credit is dominated) to such Issuing Lender upon demand at such the Issuing Lender’s 's address for notices specified herein an amount equal to the Dollar Amount of such L/C Participant’s 's Revolving Credit Commitment Percentage of the Dollar Equivalent (other with respect to amounts payable pursuant to Letters of Credit denominated in Euro, Canadian Dollars or British Pound Sterling, which for the avoidance of doubt, shall be payable in the respective currency in which such Letter of Credit is dominated) of the amount of such draft, or any part thereof, that which is not so reimbursed. Each ; PROVIDED that with respect to any draft under any Letter of Credit, no Lender shall be required to fund more than its Revolving Credit Commitment Percentage of such draft or more than any amount which would cause the sum of aggregate outstanding principal amount of all Revolving Credit Loans made by such Lender PLUS such Lender's Revolving Credit Commitment Percentage of all outstanding Swingline Loans PLUS such Lender's Revolving Credit Commitment Percentage of all outstanding L/C Participant’s obligation Obligations to pay exceed such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such Issuing Lender, the applicable Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the applicable Borrower, (iv) any breach of this Agreement or any other Loan Document by any Borrower, any other Loan Party or any other L/C Participant or (v) 45 any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing's Revolving Credit Commitment.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender Lenders to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Restatement Revolving Percentage in such each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it hereunder and the amount of each draft paid by such Issuing Lender thereunder; provided that if as a result of the issuance of such Letter of Credit (a) the Revolving Extensions of Credit would exceed the Total Revolving Commitments, then each Issuing Lender hereby agrees to grant and hereby grants to each L/C Participant, an undivided interest in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it and the amount of each draft paid by such Issuing Lender thereunder in an amount equal to such Issuing Lender’s pro rata share of the Available Revolving Commitment of such Issuing Lender so long as after giving effect to such issuance, amendment, renewal or extension (i) the L/C Obligations shall not exceed the L/C Commitment, (ii) the L/C Obligations with respect to Letters of Credit denominated in Alternate Currencies shall not exceed the L/C Alternate Currency Sublimit and (iii) the amount of the Revolving Extensions of Credit shall not exceed the Total Revolving Commitments. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the applicable Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay in Dollars (other than with respect to amounts payable pursuant to Letters of Credit denominated in Euro, Canadian Dollars or British Pound Sterling, which for the avoidance of doubt, shall be payable in the respective currency in which such Letter of Credit is dominated) to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Restatement Revolving Percentage of the Dollar Equivalent (other with respect to amounts payable pursuant to Letters of Credit denominated in Euro, Canadian Dollars or British Pound Sterling, which for the avoidance of doubt, shall be payable in the respective currency in which such Letter of Credit is dominated) of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay make such amount payment to such Issuing Lender as contemplated by this Section 3.4(a), shall be absolute and unconditional and shall not be affected by any circumstance, including (iA) any setoff, counterclaim, recoupment, defense or other right that which such L/C Participant Lender may have against such Issuing Lender, the applicable Borrower or any other Person for any reason whatsoever, (iiB) the occurrence or continuance of a Default or an Event of Default Default, or the failure to satisfy any of the other conditions specified in Section 5, (iiiC) any adverse change in the condition (financial other occurrence, event or otherwise) of the applicable Borrower, (iv) any breach of this Agreement or any other Loan Document by any Borrower, any other Loan Party or any other L/C Participant or (v) 45 any other circumstance, happening or event whatsoevercondition, whether or not similar to any of the foregoing. No such payment by any L/C Participant shall relieve or otherwise impair the obligation of the Borrower to reimburse such Issuing Lender for the amount of any payment made by such Issuing Lender under any Letter of Credit, together with interest as provided herein.

L/C Participations. (a) Each Effective on the date of issuance of each Fronted LC issued after the Closing Date, the Issuing Lender irrevocably agrees to grant and hereby grants to each L/C ParticipantRevolving Lender, and, to induce and each such Issuing Revolving Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth belowhereinafter stated and, for such L/C Participant’s Revolving Lender's own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage Lender's Rateable Portion under the Revolving Facility in such the Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit Fronted LC issued by it the Issuing Lender and the amount of each draft paid by such the Issuing Lender thereunder; provided that if as a result of the issuance of such Letter of Credit (a) the Revolving Extensions of Credit would exceed the Total Revolving Commitments, then each Issuing Lender hereby agrees to grant and hereby grants to each L/C Participant, an undivided interest in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it and the amount of each draft paid by such Issuing Lender thereunder in an amount equal to such Issuing Lender’s pro rata share of the Available Revolving Commitment of such Issuing Lender so long as after giving effect to such issuance, amendment, renewal or extension (i) the L/C Obligations shall not exceed the L/C Commitment, (ii) the L/C Obligations with respect to Letters of Credit denominated in Alternate Currencies shall not exceed the L/C Alternate Currency Sublimit and (iii) the amount of the Revolving Extensions of Credit shall not exceed the Total Revolving Commitments. Each L/C Participant such Revolving Lender unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft an amount is paid under any Letter of Credit issued by such Issuing Lender Fronted LC for which such Issuing Lender is not reimbursed in full by the applicable Borrower in accordance with the terms of this Agreement, such L/C Participant shall Revolving Lender will pay in Dollars (other than with respect to amounts payable pursuant to Letters of Credit denominated in Eurothe Agent, Canadian Dollars or British Pound Sterling, which for the avoidance account of doubtthe Issuing Lender, shall be payable in the respective currency in which such Letter of Credit is dominated) to such Issuing Lender upon demand at such Issuing Lender’s the Agent's address for notices specified herein herein, an amount equal to such L/C Participant’s Revolving Percentage of Lender's Rateable Portion under the Dollar Equivalent (other with respect to amounts payable pursuant to Letters of Credit denominated in Euro, Canadian Dollars or British Pound Sterling, which for the avoidance of doubt, shall be payable in the respective currency in which such Letter of Credit is dominated) of the amount Revolving Facility of such draftamount, or any part thereof, that which is not so reimbursed. On the date that any assignee becomes a Revolving Lender party to this Agreement in accordance with Article 20, participating interests in any outstanding Fronted LC, held by the assignor Revolving Lender from which such assignee acquired its interest hereunder will be proportionately reallocated between such assignee and such assignor Revolving Lender. Each L/C Participant’s Revolving Lender hereby agrees that its obligation to participate in each Fronted LC, and to pay such amount shall be absolute or to reimburse the Issuing Lender or its participating share of the amounts drawn or amounts otherwise paid thereunder, is absolute, irrevocable and unconditional and shall will not be affected by any circumstance, circumstances whatsoever (including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such Issuing Lender, the applicable Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a any Default or an Event of Default Default), and that each such payment will be made without offset, abatement, withholding or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the applicable Borrower, (iv) any breach of this Agreement or any other Loan Document by any Borrower, any other Loan Party or any other L/C Participant or (v) 45 any other circumstance, happening or event reduction whatsoever, whether or not similar to any of the foregoing.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such each Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s own account and risk risk, a participation interest as described below. Each L/C Participant shall be deemed to have irrevocably accepted and purchased from such Issuing Lender and hereby accepts and purchases from each Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk, an undivided interest equal to such L/C Participant’s Revolving Credit Percentage in such each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it such Issuing Lender hereunder and the amount of each draft paid by such Issuing Lender thereunder; provided that if as a result of the issuance of such Letter of Credit (a) the Revolving Extensions of Credit would exceed the Total Revolving Commitments, then each Issuing Lender hereby agrees to grant and hereby grants to each L/C Participant, an undivided interest in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it and the amount of each draft paid by such Issuing Lender thereunder in an amount equal to such Issuing Lender’s pro rata share of the Available Revolving Commitment of such Issuing Lender so long as after giving effect to such issuance, amendment, renewal or extension (i) the L/C Obligations shall not exceed the L/C Commitment, (ii) the L/C Obligations with respect to Letters of Credit denominated in Alternate Currencies shall not exceed the L/C Alternate Currency Sublimit and (iii) the amount of the Revolving Extensions of Credit shall not exceed the Total Revolving Commitments. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the applicable Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay in Dollars (other than with respect to amounts payable pursuant to Letters of Credit denominated in Eurothe Administrative Agent, Canadian Dollars or British Pound Sterling, which for the avoidance account of doubtsuch Issuing Lender, upon demand at the Administrative Agent’s Payment Office (and thereafter the Administrative Agent shall be payable in the respective currency in which such Letter of Credit is dominated) promptly pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein ) an amount equal to such L/C Participant’s Revolving Credit Percentage of the Dollar Equivalent (other with respect to amounts payable pursuant to Letters of Credit denominated in Euro, Canadian Dollars or British Pound Sterling, which for the avoidance of doubt, shall be payable in the respective currency in which such Letter of Credit is dominated) of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by Upon any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such Issuing Lender, the applicable Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial respective Revolving Credit Commitments or otherwise) Revolving Credit Percentages of the applicable BorrowerLenders pursuant to the terms hereof, (iv) any breach it is hereby agreed that, with respect to all such outstanding Letters of this Agreement or any other Loan Document by any BorrowerCredit and, in each case, any other Loan Party or any other L/C Participant or (v) 45 any other circumstancerelated Payment Amounts, happening or event whatsoever, whether or not similar there shall be an automatic adjustment to any the participations pursuant to this Section 3.4 to reflect the new Revolving Credit Percentages of the foregoingassignor and assignee Lender or of all Lenders with respective Revolving Credit Commitments, as applicable.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, without recourse or warranty, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Commitment Percentage (determined on the date of issuance of the relevant Letter of Credit) in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it and or continued hereunder, the amount of each draft paid by such the Issuing Lender thereunder; provided that if as a result thereunder and the obligations of the issuance of such Loan Parties under this Agreement with respect thereto (although Letter of Credit (a) fees and commissions shall be payable directly to the Revolving Extensions Administrative Agent for the account of Credit would exceed the Total Revolving Commitments, then each Issuing Lender hereby agrees to grant and hereby grants to each L/C ParticipantParticipants, an undivided interest as provided in such Issuing Lender’s obligations subsection 3.3, and rights under and in respect of each Letter of Credit issued by it and the amount of each draft paid by such Issuing Lender thereunder in an amount equal to such Issuing Lender’s pro rata share of the Available Revolving Commitment of such Issuing Lender so long as after giving effect to such issuance, amendment, renewal or extension (i) the L/C Obligations Participants shall not exceed the L/C Commitment, (ii) the L/C Obligations have no right to receive any portion of any facing fees with respect to any such Letters of Credit denominated in Alternate Currencies shall not exceed the L/C Alternate Currency Sublimit Credit) and (iii) the amount of the Revolving Extensions of Credit shall not exceed the Total Revolving Commitmentsany security therefor or guaranty pertaining thereto. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such the Issuing Lender is not reimbursed in full by the applicable Borrower in respect of such Letter of Credit in accordance with the terms of this Agreementsubsection 3.5(a), such L/C Participant shall pay in Dollars (other than with respect to amounts payable pursuant to Letters of Credit denominated in Euro, Canadian Dollars or British Pound Sterling, which the Administrative Agent for the avoidance account of doubt, shall be payable in the respective currency in which such Letter of Credit is dominated) to such Issuing Lender upon demand at such Issuing Lenderthe Administrative Agent’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Commitment Percentage of the Dollar Equivalent (other with respect to amounts payable pursuant to Letters of Credit denominated in Euro, Canadian Dollars or British Pound Sterling, which for the avoidance of doubt, shall be payable in the respective currency in which such Letter of Credit is dominated) of the amount of such draft, or any part thereof, that which is not so reimbursed. Each L/C Participant’s obligation to pay such amount ; provided that nothing in this paragraph shall be absolute and unconditional and shall not be affected by relieve the Issuing Lender of any circumstanceliability resulting from the gross negligence or willful misconduct of the Issuing Lender, including (i) or otherwise affect any setoff, counterclaim, recoupment, defense or other right that such any L/C Participant may have against as a result of such Issuing Lender, the applicable Borrower gross negligence or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any willful misconduct. All calculations of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the applicable Borrower, (iv) any breach of this Agreement or any other Loan Document by any Borrower, any other Loan Party or any other L/C Participant or (v) 45 any other circumstanceParticipants’ Revolving Commitment Percentages shall be made from time to time by the Administrative Agent, happening or event whatsoever, whether or not similar to any of the foregoingwhich calculations shall be conclusive absent manifest error.

L/C Participations. (a) Each US Issuing Lender irrevocably agrees to grant and hereby grants to each US L/C Participant, and, to induce such US Issuing Lender to issue US Letters of Credit, each US L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such US Issuing Lender, on the terms and conditions set forth below, for such US L/C Participant’s 's own account and risk an undivided interest equal to such US L/C Participant’s 's US Revolving Percentage in such US Issuing Lender’s 's obligations and rights under and in respect of each US Letter of Credit issued by it and the amount of each draft paid by such US Issuing Lender thereunder; provided that if as a result of the issuance of such Letter of Credit (a) the Revolving Extensions of Credit would exceed the Total Revolving Commitments, then each Issuing Lender hereby agrees to grant and hereby grants to each L/C Participant, an undivided interest in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it and the amount of each draft paid by such Issuing Lender thereunder in an amount equal to such Issuing Lender’s pro rata share of the Available Revolving Commitment of such Issuing Lender so long as after giving effect to such issuance, amendment, renewal or extension (i) the L/C Obligations shall not exceed the L/C Commitment, (ii) the L/C Obligations with respect to Letters of Credit denominated in Alternate Currencies shall not exceed the L/C Alternate Currency Sublimit and (iii) the amount of the Revolving Extensions of Credit shall not exceed the Total Revolving Commitments. Each US L/C Participant agrees with each US Issuing Lender that, if a draft is paid under any US Letter of Credit issued by such Issuing Lender it for which such US Issuing Lender is not reimbursed in full by the applicable US Borrower in accordance with the terms of this Agreement, such US L/C Participant shall pay in Dollars (other than with respect to amounts payable pursuant to Letters of Credit denominated in Euro, Canadian Dollars or British Pound Sterling, which for the avoidance of doubt, shall be payable in the respective currency in which such Letter of Credit is dominated) to such US Issuing Lender upon demand at such US Issuing Lender’s 's address for notices specified herein an amount equal to such US L/C Participant’s 's US Revolving Percentage of the Dollar Equivalent (other with respect to amounts payable pursuant to Letters of Credit denominated in Euro, Canadian Dollars or British Pound Sterling, which for the avoidance of doubt, shall be payable in the respective currency in which such Letter of Credit is dominated) of the amount of such draft, or any part thereof, that is not so reimbursed. Each US L/C Participant’s 's obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such US L/C Participant may have against such any US Issuing Lender, the applicable US Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the financial condition (financial or otherwise) of the applicable US Borrower, (iv) any breach of this Agreement or any other Loan Document by any the US Borrower, any other Loan Party or any other US L/C Participant or (v) 45 any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such each Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk risk, an undivided interest equal to such L/C Participant’s 's Revolving Credit Percentage in such each Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued by it such Issuing Lender hereunder and the amount of each draft paid by such Issuing Lender thereunder; provided that if as a result of the issuance of such Letter of Credit (a) the Revolving Extensions of Credit would exceed the Total Revolving Commitments, then each Issuing Lender hereby agrees to grant and hereby grants to each L/C Participant, an undivided interest in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it and the amount of each draft paid by such Issuing Lender thereunder in an amount equal to such Issuing Lender’s pro rata share of the Available Revolving Commitment of such Issuing Lender so long as after giving effect to such issuance, amendment, renewal or extension (i) the L/C Obligations shall not exceed the L/C Commitment, (ii) the L/C Obligations with respect to Letters of Credit denominated in Alternate Currencies shall not exceed the L/C Alternate Currency Sublimit and (iii) the amount of the Revolving Extensions of Credit shall not exceed the Total Revolving Commitments. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the applicable Borrower Borrowers in accordance with the terms of this Agreement, such L/C Participant shall pay in Dollars (other than with respect to amounts payable pursuant to Letters of Credit denominated in Euro, Canadian Dollars or British Pound Sterling, which for the avoidance of doubt, shall be payable in the respective currency in which such Letter of Credit is dominated) to such Issuing Lender upon demand at such the Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s 's Revolving Credit Percentage of the Dollar Equivalent (other with respect to amounts payable pursuant to Letters of Credit denominated in Euro, Canadian Dollars or British Pound Sterling, which for the avoidance of doubt, shall be payable in the respective currency in which such Letter of Credit is dominated) of the amount of such draft, or any part thereof, that is not so reimbursed. Each If any amount required to be paid by any L/C Participant’s obligation Participant to pay an Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such amount shall be absolute and unconditional and shall not be affected by Issuing Lender under any circumstanceLetter of Credit is paid to such Issuing Lender within three Business Days after the date such payment is due, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against shall pay to such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, the applicable Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, times (iii) any adverse change a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 365 (or, in the condition (financial or otherwise) case of the applicable Borrowera leap year, (iv) any breach of this Agreement or any other Loan Document by any Borrower, any other Loan Party or any other L/C Participant or (v) 45 any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing366).

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such each Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s own account and risk risk, an undivided interest equal to such L/C Participant’s Revolving Credit Percentage in such each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it such Issuing Lender hereunder and the amount of each draft paid by such Issuing Lender thereunder; provided that if as a result of the issuance of such Letter of Credit (a) the Revolving Extensions of Credit would exceed the Total Revolving Commitments, then each Issuing Lender hereby agrees to grant and hereby grants to each L/C Participant, an undivided interest in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it and the amount of each draft paid by such Issuing Lender thereunder in an amount equal to such Issuing Lender’s pro rata share of the Available Revolving Commitment of such Issuing Lender so long as after giving effect to such issuance, amendment, renewal or extension (i) the L/C Obligations shall not exceed the L/C Commitment, (ii) the L/C Obligations with respect to Letters of Credit denominated in Alternate Currencies shall not exceed the L/C Alternate Currency Sublimit and (iii) the amount of the Revolving Extensions of Credit shall not exceed the Total Revolving Commitments. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the applicable Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay in Dollars (other than with respect to amounts payable pursuant to Letters of Credit denominated in Euro, Canadian Dollars or British Pound Sterling, which the Administrative Agent for the avoidance account of doubt, shall be payable in the respective currency in which such Letter of Credit is dominated) to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) an amount equal to such L/C Participant’s Revolving Credit Percentage of the Dollar Equivalent (other with respect to amounts payable pursuant to Letters of Credit denominated in Euro, Canadian Dollars or British Pound Sterling, which for the avoidance of doubt, shall be payable in the respective currency in which such Letter of Credit is dominated) of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such any Issuing Lender, the applicable Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the applicable Borrower, (iv) any breach of this Agreement or any other Loan Document by any the Borrower, any other Loan Party or any other L/C Participant or (v) 45 any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.or

L/C Participations. 49 (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Credit Commitment Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it hereunder and the amount of each draft paid by such the Issuing Lender thereunder; provided that if as a result of the issuance of such Letter of Credit (a) the Revolving Extensions of Credit would exceed the Total Revolving Commitments, then each Issuing Lender hereby agrees to grant and hereby grants to each L/C Participant, an undivided interest in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it and the amount of each draft paid by such Issuing Lender thereunder in an amount equal to such Issuing Lender’s pro rata share of the Available Revolving Commitment of such Issuing Lender so long as after giving effect to such issuance, amendment, renewal or extension (i) the L/C Obligations shall not exceed the L/C Commitment, (ii) the L/C Obligations with respect to Letters of Credit denominated in Alternate Currencies shall not exceed the L/C Alternate Currency Sublimit and (iii) the amount of the Revolving Extensions of Credit shall not exceed the Total Revolving Commitments. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such the Issuing Lender is not reimbursed in full by the applicable Borrower through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay in Dollars (other than with respect to amounts payable pursuant to Letters of Credit denominated in Euro, Canadian Dollars or British Pound Sterling, which for the avoidance of doubt, shall be payable in the respective currency in which such Letter of Credit is dominated) to such Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit Commitment Percentage of the Dollar Equivalent (other with respect to amounts payable pursuant to Letters of Credit denominated in Euro, Canadian Dollars or British Pound Sterling, which for the avoidance of doubt, shall be payable in the respective currency in which such Letter of Credit is dominated) of the amount of such draft, or any part thereof, that which is not so reimbursed. Each (b) Upon becoming aware of any amount required to be paid by any L/C Participant’s obligation Participant to pay the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit, the Issuing Lender shall notify each L/C Participant of the amount and due date of such amount shall be absolute required payment and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against shall pay to the Issuing Lender the amount specified on the applicable due date. If any such amount is paid to the Issuing LenderLender after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand, in addition to such amount, the applicable Borrower or any other Person for any reason whatsoeverproduct of (i) such amount, times (ii) the occurrence or continuance of a Default or an Event of Default or daily average Federal Funds Rate as determined by the failure Administrative Agent during the period from and including the date such payment is due to satisfy any of the other conditions specified in Section 5date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. A certificate of the Issuing Lender with respect to any adverse change amounts owing under this Section shall be conclusive in the condition (financial or otherwise) absence of manifest error. With respect to payment to the Issuing Lender of the applicable Borrowerunreimbursed amounts described in this Section, if the L/C Participants receive notice that any such payment is due (ivA) prior to 1:00 p.m. on any breach Business Day, such payment shall be due that Business Day, and (B) after 1:00 p.m. on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at any time after the Issuing Lender has made payment under any Letter of this Agreement or Credit and has received from any other Loan Document by any Borrower, any other Loan Party or any other L/C Participant its Revolving Credit Commitment Percentage of such payment in accordance with this Section, the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or (v) 45 otherwise), or any other circumstancepayment of interest on account thereof, happening or the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, that in the event whatsoeverthat any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, whether or not similar such L/C Participant shall return to any of the foregoing.Issuing Lender the portion thereof previously distributed by the Issuing Lender to it. SECTION 3.5

L/C Participations. (a) (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such each Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s own account and risk risk, an undivided interest equal to such L/C Participant’s Revolving Credit Percentage in such each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it such Issuing Lender hereunder and the amount of each draft paid by such Issuing Lender thereunder; provided that if as a result of the issuance of such Letter of Credit (a) the Revolving Extensions of Credit would exceed the Total Revolving Commitments, then each Issuing Lender hereby agrees to grant and hereby grants to each L/C Participant, an undivided interest in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it and the amount of each draft paid by such Issuing Lender thereunder in an amount equal to such Issuing Lender’s pro rata share of the Available Revolving Commitment of such Issuing Lender so long as after giving effect to such issuance, amendment, renewal or extension (i) the L/C Obligations shall not exceed the L/C Commitment, (ii) the L/C Obligations with respect to Letters of Credit denominated in Alternate Currencies shall not exceed the L/C Alternate Currency Sublimit and (iii) the amount of the Revolving Extensions of Credit shall not exceed the Total Revolving Commitments. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the applicable Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay in Dollars (other than with respect to amounts payable pursuant to Letters of Credit denominated in Euro, Canadian Dollars or British Pound Sterling, which the Administrative Agent for the avoidance account of doubt, shall be payable in the respective currency in which such Letter of Credit is dominated) to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) an amount equal to such L/C Participant’s Revolving Credit Percentage of the Dollar Equivalent (other with respect to amounts payable pursuant to Letters of Credit denominated in Euro, Canadian Dollars or British Pound Sterling, which for the avoidance of doubt, shall be payable in the respective currency in which such Letter of Credit is dominated) of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the applicable Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the applicable Borrower, (iv) any breach of this Agreement or any other Loan Document by any the Borrower, any other Loan Party or any other L/C Participant or (v) 45 any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender Lenders to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it hereunder and the amount of each draft paid by such Issuing Lender thereunder; provided that if as a result of the issuance of such Letter of Credit (a) the Revolving Extensions of Credit would exceed the Total Revolving Commitments, then each Issuing Lender hereby agrees to grant and hereby grants to each L/C Participant, an undivided interest in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it and the amount of each draft paid by such Issuing Lender thereunder in an amount equal to such Issuing Lender’s pro rata share of the Available Revolving Commitment of such Issuing Lender so long as after giving effect to such issuance, amendment, renewal or extension (i) the L/C Obligations shall not exceed the L/C Commitment, (ii) the L/C Obligations with respect to Letters of Credit denominated in Alternate Currencies shall not exceed the L/C Alternate Currency Sublimit and (iii) the amount of the Revolving Extensions of Credit shall not exceed the Total Revolving Commitments. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the applicable Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay in Dollars (other than with respect to amounts payable pursuant to Letters of Credit denominated in Euro, Canadian Dollars or British Pound Sterling, which for the avoidance of doubt, shall be payable in the respective currency in which such Letter of Credit is dominated) to such Issuing Lender through the Administrative Agent upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the Dollar Equivalent (other with respect to amounts payable pursuant to Letters of Credit denominated in Euro, Canadian Dollars or British Pound Sterling, which for the avoidance of doubt, shall be payable in the respective currency in which such Letter of Credit is dominated) of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay make such amount payment to such Issuing Lender as contemplated by this Section 3.4(a), shall be absolute and unconditional and shall not be affected by any circumstance, including (iA) any setoff, counterclaim, recoupment, defense or other right that which such L/C Participant Lender may have against such Issuing Lender, the applicable Borrower or any other Person for any reason whatsoever, (iiB) the occurrence or continuance of a Default or an Event of Default Default, or the failure to satisfy any of the other conditions specified in Section 5, (iiiC) any adverse change in the condition (financial other occurrence, event or otherwise) of the applicable Borrower, (iv) any breach of this Agreement or any other Loan Document by any Borrower, any other Loan Party or any other L/C Participant or (v) 45 any other circumstance, happening or event whatsoevercondition, whether or not similar to any of the foregoing.. No such payment by any L/C Participant shall relieve or otherwise impair the obligation of the Borrower to reimburse such Issuing Lender for the amount of any payment made by such Issuing Lender under any Letter of Credit, together with interest as provided herein. (b) If any amount required to be paid by any L/C Participant to any Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three (3) Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the relevant Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Commitments of such Lender. A certificate of the relevant Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the relevant Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such Issuing Lender receives any payment through the Administrative - 69-

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such each Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s own account and risk risk, an undivided interest equal to such L/C Participant’s Revolving Credit Percentage in such each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it such Issuing Lender hereunder and the amount of each draft paid by such Issuing Lender thereunder; provided that if as a result of the issuance of such Letter of Credit (a) the Revolving Extensions of Credit would exceed the Total Revolving Commitments, then each Issuing Lender hereby agrees to grant and hereby grants to each L/C Participant, an undivided interest in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it and the amount of each draft paid by such Issuing Lender thereunder in an amount equal to such Issuing Lender’s pro rata share of the Available Revolving Commitment of such Issuing Lender so long as after giving effect to such issuance, amendment, renewal or extension (i) the L/C Obligations shall not exceed the L/C Commitment, (ii) the L/C Obligations with respect to Letters of Credit denominated in Alternate Currencies shall not exceed the L/C Alternate Currency Sublimit and (iii) the amount of the Revolving Extensions of Credit shall not exceed the Total Revolving Commitments. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the applicable Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay in Dollars (other than with respect to amounts payable pursuant to Letters of Credit denominated in Euro, Canadian Dollars or British Pound Sterling, which the Administrative Agent for the avoidance account of doubt, shall be payable in the respective currency in which such Letter of Credit is dominated) to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) an amount equal to such L/C Participant’s Revolving Credit Percentage of the Dollar Equivalent (other with respect to amounts payable pursuant to Letters of Credit denominated in Euro, Canadian Dollars or British Pound Sterling, which for the avoidance of doubt, shall be payable in the respective currency in which such Letter of Credit is dominated) of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such any Issuing Lender, the applicable Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the applicable Borrower, (iv) any breach of this Agreement or any other Loan Document by any the Borrower, any other Loan Party or any other L/C Participant or (v) 45 any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Credit Commitment Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it hereunder and the amount of each draft paid by such the Issuing Lender thereunder; provided that if as a result of the issuance of such Letter of Credit (a) the Revolving Extensions of Credit would exceed the Total Revolving Commitments, then each Issuing Lender hereby agrees to grant and hereby grants to each L/C Participant, an undivided interest in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it and the amount of each draft paid by such Issuing Lender thereunder in an amount equal to such Issuing Lender’s pro rata share of the Available Revolving Commitment of such Issuing Lender so long as after giving effect to such issuance, amendment, renewal or extension (i) the L/C Obligations shall not exceed the L/C Commitment, (ii) the L/C Obligations with respect to Letters of Credit denominated in Alternate Currencies shall not exceed the L/C Alternate Currency Sublimit and (iii) the amount of the Revolving Extensions of Credit shall not exceed the Total Revolving Commitments. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such the Issuing Lender is not reimbursed in full by the applicable Borrower through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay in Dollars (other than with respect to amounts payable pursuant to Letters of Credit denominated in Euro, Canadian Dollars or British Pound Sterling, which for the avoidance of doubt, shall be payable in the respective currency in which such Letter of Credit is dominated) to such Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit Commitment Percentage of the Dollar Equivalent (other with respect to amounts payable pursuant to Letters of Credit denominated in Euro, Canadian Dollars or British Pound Sterling, which for the avoidance of doubt, shall be payable in the respective currency in which such Letter of Credit is dominated) of the amount of such draft, or any part thereof, that which is not so reimbursed. Each (b) Upon becoming aware of any amount required to be paid by any L/C Participant’s obligation Participant to pay the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit, the Issuing Lender shall notify each L/C Participant of the amount and due date of such amount shall be absolute required payment and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such shall pay to the Issuing Lender, Lender the amount specified on the applicable Borrower or due date. If any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the applicable Borrower, (iv) any breach of this Agreement or any other Loan Document by any Borrower, any other Loan Party or any other L/C Participant or (v) 45 any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.such amount

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such each Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s own account and risk risk, a participation interest as described below, provided that as to any Letter of Credit that expires on or after the date that is five Business Days immediately prior to the Non-Extending Revolving Credit Termination Date (such Letter of Credit, an “Extending Letter of Credit”), such L/C Participants shall be limited to Extending Revolving Credit Lenders, and in the case of any such renewal, there shall be an automatic adjustment to the participations pursuant to this Section 3.4 to allocate all such participations in such renewed Letter of Credit among the Extending Revolving Credit Lenders. Each L/C Participant shall be deemed to have irrevocably accepted and purchased from such Issuing Lender and hereby accepts and purchases from each Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk, an undivided interest equal to (i) such L/C Participant’s Revolving Credit Percentage in such each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it and the amount of each draft paid by such Issuing Lender thereunder; provided that if as a result of the issuance of such Letter of Credit (a) the Revolving Extensions of Credit would exceed the Total Revolving Commitments, then each Issuing Lender hereby agrees to grant and hereby grants to each L/C Participant, an undivided interest in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it hereunder and the amount of each draft paid by such Issuing Lender thereunder in an amount equal to (other than Extending Letters of Credit) or (ii) such Issuing Lender’s pro rata share of the Available Revolving Commitment of such Issuing Lender so long as after giving effect to such issuance, amendment, renewal or extension (i) the L/C Obligations shall not exceed the L/C Commitment, (ii) the L/C Obligations with respect to Letters Participant’s Extending Revolving Credit Percentage in such Extending Letter of Credit denominated in Alternate Currencies shall not exceed the L/C Alternate Currency Sublimit and (iii) the amount of the Revolving Extensions of Credit shall not exceed the Total Revolving CommitmentsCredit. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the applicable Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay in Dollars (other than with respect to amounts payable pursuant to Letters of Credit denominated in Eurothe Administrative Agent, Canadian Dollars or British Pound Sterling, which for the avoidance account of doubtsuch Issuing Lender, upon demand at the Administrative Agent’s Payment Office (and thereafter the Administrative Agent shall be payable in the respective currency in which such Letter of Credit is dominated) promptly pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein ) an amount equal to such L/C Participant’s Revolving Credit Percentage (or, in the case of the Dollar Equivalent (other with respect to amounts payable pursuant to Extending Letters of Credit, such L/C Participant’s Extending Revolving Credit denominated in Euro, Canadian Dollars or British Pound Sterling, which for the avoidance of doubt, shall be payable in the respective currency in which such Letter of Credit is dominatedPercentage) of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by Upon any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such Issuing Lender, the applicable Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition respective Revolving Credit Commitments or Revolving Credit Percentages (financial or otherwiseExtending Revolving Credit Commitments or Extending Revolving Credit Percentages in the case of Extending Letters of Credit) of the applicable BorrowerLenders pursuant to the terms hereof, (iv) any breach it is hereby agreed that, with respect to all such outstanding Letters of this Agreement or any other Loan Document by any BorrowerCredit or, as the case may be, Extending Letters of Credit and, in each case, any other Loan Party related Payment Amounts, there shall be an automatic adjustment to the participations pursuant to this Section 3.4 to reflect the new Revolving Credit Percentages (or any other L/C Participant or (vExtending Revolving Credit Percentages in the case of Extending Letters of Credit) 45 any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoingassignor and assignee Lender or of all Lenders with respective Revolving Credit Commitments (or Extending Revolving Credit Commitments in the case of Extending Letters of Credit), as applicable.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender Lenders to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Revolving Percentage in such each Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued by it hereunder and the amount of each draft paid by such Issuing Lender thereunder; provided that if as a result of the issuance of such Letter of Credit (a) the Revolving Extensions of Credit would exceed the Total Revolving Commitments, then each Issuing Lender hereby agrees to grant and hereby grants to each L/C Participant, an undivided interest in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it and the amount of each draft paid by such Issuing Lender thereunder in an amount equal to such Issuing Lender’s pro rata share of the Available Revolving Commitment of such Issuing Lender so long as after giving effect to such issuance, amendment, renewal or extension (i) the L/C Obligations shall not exceed the L/C Commitment, (ii) the L/C Obligations with respect to Letters of Credit denominated in Alternate Currencies shall not exceed the L/C Alternate Currency Sublimit and (iii) the amount of the Revolving Extensions of Credit shall not exceed the Total Revolving Commitments. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the applicable Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay in Dollars (other than with respect to amounts payable pursuant to Letters of Credit denominated in Euro, Canadian Dollars or British Pound Sterling, which for the avoidance of doubt, shall be payable in the respective currency in which such Letter of Credit is dominated) to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s 's Revolving Percentage of the Dollar Equivalent (other with respect to amounts payable pursuant to Letters of Credit denominated in Euro, Canadian Dollars or British Pound Sterling, which for the avoidance of doubt, shall be payable in the respective currency in which such Letter of Credit is dominated) of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s 's obligation to pay make such amount payment to such Issuing Lender as contemplated by this Section 3.4(a), shall be absolute and unconditional and shall not be affected by any circumstance, including (iA) any setoff, counterclaim, recoupment, defense or other right that which such L/C Participant Lender may have against such Issuing Lender, the applicable Borrower or any other Person for any reason whatsoever, (iiB) the occurrence or continuance of a Default or an Event of Default Default, or the failure to satisfy any of the other conditions specified in Section 5, (iiiC) any adverse change in the condition (financial other occurrence, event or otherwise) of the applicable Borrower, (iv) any breach of this Agreement or any other Loan Document by any Borrower, any other Loan Party or any other L/C Participant or (v) 45 any other circumstance, happening or event whatsoevercondition, whether or not similar to any of the foregoing. No such payment by any L/C Participant shall relieve or otherwise impair the obligation of the Borrower to reimburse such Issuing Lender for the amount of any payment made by such Issuing Lender under any Letter of Credit, together with interest as provided herein.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Revolving Percentage in such the Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued by it and the amount of each draft paid by such the Issuing Lender thereunder; provided that if as a result of the issuance of such Letter of Credit (a) the Revolving Extensions of Credit would exceed the Total Revolving Commitments, then each Issuing Lender hereby agrees to grant and hereby grants to each L/C Participant, an undivided interest in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it and the amount of each draft paid by such Issuing Lender thereunder in an amount equal to such Issuing Lender’s pro rata share of the Available Revolving Commitment of such Issuing Lender so long as after giving effect to such issuance, amendment, renewal or extension (i) the L/C Obligations shall not exceed the L/C Commitment, (ii) the L/C Obligations with respect to Letters of Credit denominated in Alternate Currencies shall not exceed the L/C Alternate Currency Sublimit and (iii) the amount of the Revolving Extensions of Credit shall not exceed the Total Revolving Commitments. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such the Issuing Lender is not reimbursed in full by the applicable Borrower in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay in Dollars (other than with respect to amounts payable pursuant to Letters of Credit denominated in Euro, Canadian Dollars or British Pound Sterling, which for the avoidance of doubt, shall be payable in the respective currency in which such Letter of Credit is dominated) to such Issuing Lender upon demand at such the Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s 's Revolving Percentage of the Dollar Equivalent (other with respect to amounts payable pursuant to Letters of Credit denominated in Euro, Canadian Dollars or British Pound Sterling, which for the avoidance of doubt, shall be payable in the respective currency in which such Letter of Credit is dominated) of the amount of such draft, or any part thereof, that is not so reimbursed. Each If any amount required to be paid by any L/C Participant’s obligation Participant to pay the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is not paid to the Issuing Lender on the date such amount shall be absolute and unconditional and shall not be affected by any circumstancepayment is due, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against shall pay to the Issuing Lender on demand an amount equal to the product of (i) such Issuing Lenderamount, the applicable Borrower or any other Person for any reason whatsoever, times (ii) the occurrence or continuance of a Default or an Event of Default or daily average Federal Funds Effective Rate during the failure period from and including the date such payment is required to satisfy any of the other conditions specified in Section 5date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360, provided that if any adverse change in the condition (financial or otherwise) of the applicable Borrower, (iv) any breach of this Agreement or any other Loan Document such amount required to be paid by any Borrower, any other Loan Party or any other L/C Participant or (vpursuant to Section 3.4(a) 45 any other circumstanceis not made available to the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, happening or event whatsoeverthe Issuing Lender shall be entitled to recover from such L/C Participant, whether or not similar on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Facility. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. Whenever, at any time after the foregoingIssuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.