Common use of L/C Participations Clause in Contracts

L/C Participations. (i) Each Issuing Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each such Issuing Bank to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the applicable Issuing Bank, without recourse or warranty, 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 Commitment Percentage (determined on the date of issuance of the relevant Letter of Credit) in such Issuing Bank’s obligations and rights under each Letter of Credit issued or continued hereunder, the amount of each draft paid by each such Issuing Bank thereunder and the obligations of the Loan Parties under this Agreement with respect thereto (although Letter of Credit fees and commissions shall be payable directly to the Administrative Agent for the account of the applicable Issuing Bank and L/C Participants, as provided in subsection 2.7(c), and the L/C Participants shall have no right to receive any portion of any facing fees with respect to any such Letters of Credit) and any security therefor or guaranty pertaining thereto. Each L/C Participant unconditionally and irrevocably agrees with such Issuing Bank that, if a draft is paid under any Letter of Credit for which such Issuing Bank is not reimbursed in full by the applicable Borrower in respect of such Letter of Credit in accordance with subsection 2.7(e)(i) (an “L/C Disbursement”), such L/C Participant shall pay to the Administrative Agent for the account of the applicable Issuing Bank upon demand at the Administrative Agent Office an amount equal to such L/C Participant’s Revolving Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed; provided that nothing in this paragraph shall relieve any Issuing Bank of any liability resulting from the gross negligence or willful misconduct of such Issuing Bank, or otherwise affect any defense or other right that any L/C Participant may have as a result of such gross negligence or willful misconduct. All calculations of the L/C Participants’ Revolving Commitment Percentages shall be made from time to time by the Administrative Agent, which calculations shall be conclusive absent manifest error. (ii) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of an Issuing Bank on demand by such Issuing Bank pursuant to subsection 2.7(d)(i) in respect of any unreimbursed portion of any payment made by such Issuing Bank under any Letter of Credit is paid to the Administrative Agent for the account of such Issuing Bank within three Business Days after the date such demand is made, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Bank on demand an amount equal to the product of such amount, times the daily average NYFRB 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 Administrative Agent for the account of such Issuing Bank, times 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 subsection 2.7(d)(i) is not in fact made available to the Administrative Agent for the account of such Issuing Bank by such L/C Participant within three Business Days after the date such payment is due, such Issuing Bank 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 Revolving Loans maintained as ABR Loans hereunder. A certificate of an Issuing Bank submitted to any L/C Participant with respect to any amounts owing under this subsection (which shall include calculations of any such amounts in reasonable detail) shall be conclusive in the absence of manifest error. (iii) Whenever, at any time after an Issuing Bank has made payment under any Letter of Credit and has received through the Administrative Agent from any L/C Participant its pro rata share of such payment in accordance with subsection 2.7(d)(i), such Issuing Bank receives through the Administrative Agent any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of Collateral applied thereto by the Administrative Agent or by such Issuing Bank), or any payment of interest on account thereof, the Administrative Agent will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to such L/C Participant its pro rata share thereof prior to the end of such Business Day and otherwise the Administrative Agent will distribute such payment on the next succeeding Business Day; provided, however, that in the event that any such payment received by an Issuing Bank through the Administrative Agent shall be required to be returned by such Issuing Bank, such L/C Participant shall return to such Issuing Bank through the Administrative Agent the portion thereof previously distributed by the Administrative Agent to it.

L/C Participations. (i) Each Issuing Bank Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each such Issuing Bank Lender to issue Letters of Credit hereunderCredit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the applicable such Issuing Bank, without recourse or warrantyLender, on the terms and conditions hereinafter statedset forth below, immediately upon the issuance of a Letter of Credit, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Commitment Dollar Tranche Applicable Percentage (determined on the date of issuance of the relevant Letter of Credit) in such Issuing BankLender’s obligations and rights under and in respect of each Letter of Credit issued or continued hereunder, and the amount of each draft paid by each such Issuing Bank thereunder and the obligations of the Loan Parties under this Agreement with respect thereto (although Letter of Credit fees and commissions shall be payable directly to the Administrative Agent for the account of the applicable Issuing Bank and L/C Participants, as provided in subsection 2.7(c), and the L/C Participants shall have no right to receive any portion of any facing fees with respect to any such Letters of Credit) and any security therefor or guaranty pertaining theretoLender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each such Issuing Bank Lender that, if a draft is paid under any Letter of Credit for which such Issuing Bank Lender is not reimbursed in full by the applicable Borrower in respect of such Letter of Credit Company in accordance with subsection 2.7(e)(i) the terms of this Agreement (an “L/C Disbursement”or in the event that any reimbursement received by such Issuing Lender shall be required to be returned by it at any time), such L/C Participant shall pay upon demand an amount in Dollars, to the Administrative Agent, at the Administrative Agent’s office for Dollar-denominated payments, equal to such L/C Participant’s Dollar Tranche Applicable Percentage of the amount that is not so reimbursed (or is so returned) not later than 1:00 p.m. on the Business Day specified in the demand therefore. The Administrative Agent shall remit the funds so received to the applicable Issuing Lender in Dollars. 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 Company 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 Article IV, (iii) any adverse change in the condition (financial or otherwise) of the Company, (iv) any breach of this Agreement or any other Loan Document by the Company, any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If any Lender fails to make available to the Administrative Agent for the account of the applicable Issuing Bank upon demand at the Administrative Agent Office an amount equal to such L/C Participant’s Revolving Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed; provided that nothing in this paragraph shall relieve any Issuing Bank of any liability resulting from the gross negligence or willful misconduct of such Issuing Bank, or otherwise affect any defense or other right that any L/C Participant may have as a result of such gross negligence or willful misconduct. All calculations of the L/C Participants’ Revolving Commitment Percentages shall be made from time to time by the Administrative Agent, which calculations shall be conclusive absent manifest error. (ii) If Lender any amount required to be paid by any L/C Participant such Lender pursuant to the Administrative Agent for foregoing provisions of this Section 2.06(d) by the account time specified herein, then, without limiting the other provisions of an this Agreement, the applicable Issuing Bank on demand by Lender shall be entitled to recover from such Issuing Bank pursuant to subsection 2.7(d)(i) in respect of any unreimbursed portion of any payment made by such Issuing Bank under any Letter of Credit is paid to Lender (acting through the Administrative Agent for the account of such Issuing Bank within three Business Days after the date such demand is madeAgent), on demand, such L/C Participant shall pay to the Administrative Agent amount with interest thereon for the account of such Issuing Bank on demand an amount equal to the product of such amount, times the daily average NYFRB 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 at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by such Issuing Lender in connection with the foregoing. (ii) If any payment received by the Administrative Agent for the account of such the applicable Issuing Bank, times a fraction the numerator of which Lender pursuant to Section 2.06(d)(i) 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 returned under any L/C Participant of the circumstances (including pursuant to subsection 2.7(d)(i) is not any settlement entered into by such Issuing Lender in fact made available its discretion), each Lender shall pay to the Administrative Agent for the account of such Issuing Bank by Lender its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such L/C Participant within three Business Days after demand to the date such payment amount is duereturned by such Lender, such Issuing Bank shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the a rate per annum equal to the applicable Overnight Rate from time to Revolving Loans maintained as ABR Loans hereundertime in effect. A certificate The obligations of an Issuing Bank submitted to any L/C Participant with respect to any amounts owing the Lenders under this subsection (which clause shall include calculations survive the payment in full of any such amounts in reasonable detail) shall be conclusive in the absence Obligations and the termination of manifest errorthis Agreement. (iii) Whenever, at any time after an Issuing Bank Lender has made payment under any Letter of Credit and has received through the Administrative Agent from any L/C Participant its pro rata share of such payment in accordance with subsection 2.7(d)(iSection 2.06(d)(i), such Issuing Bank Lender receives through the Administrative Agent any payment related to such Letter of Credit (whether directly from the Borrower Company or otherwise, including proceeds of Collateral collateral applied thereto by the Administrative Agent or by such Issuing BankLender), or any payment of interest on account thereof, the Administrative Agent will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, Issuing Lender will distribute to such L/C Participant its pro rata share thereof prior to the end of such Business Day and otherwise the Administrative Agent will distribute such payment on the next succeeding Business Daythereof; provided, however, that in the event that any such payment received by an such Issuing Bank through the Administrative Agent Lender shall be required to be returned by such Issuing BankLender, such L/C Participant shall return to such Issuing Bank through the Administrative Agent Lender the portion thereof previously distributed by the Administrative Agent such Issuing Lender to it.

L/C Participations. (ia) Each The Issuing Bank Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each such the Issuing Bank Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the applicable Issuing BankLender, without recourse or warranty, 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 Commitment Percentage (determined on the date of issuance of the relevant Letter of Credit) in such the Issuing BankLender’s obligations and rights under each Letter of Credit issued or continued hereunder, the amount of each draft paid by each such the Issuing Bank Lender thereunder and the obligations of the Loan Parties under this Agreement with respect thereto (although Letter of Credit fees and commissions shall be payable directly to the Administrative Agent for the account of the applicable Issuing Bank Lender and L/C Participants, as provided in subsection 2.7(c)3.3, and the L/C Participants shall have no right to receive any portion of any facing fees with respect to any such Letters of Credit) and any security therefor or guaranty pertaining thereto. Each L/C Participant unconditionally and irrevocably agrees with such the Issuing Bank Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Bank Lender is not reimbursed in full by the applicable Borrower in respect of such Letter of Credit in accordance with subsection 2.7(e)(i) (an “L/C Disbursement”3.5(a), such L/C Participant shall pay to the Administrative Agent for the account of the applicable Issuing Bank Lender upon demand at the Administrative Agent Office Agent’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed; provided that nothing in this paragraph shall relieve any the Issuing Bank Lender of any liability resulting from the gross negligence or willful misconduct of such the Issuing BankLender, or otherwise affect any defense or other right that any L/C Participant may have as a result of such gross negligence or willful misconduct. All calculations of the L/C Participants’ Revolving Commitment Percentages shall be made from time to time by the Administrative Agent, which calculations shall be conclusive absent manifest error. (iib) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of an the Issuing Bank Lender on demand by such the Issuing Bank Lender pursuant to subsection 2.7(d)(i3.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Bank Lender under any Letter of Credit is paid to the Administrative Agent for the account of such the Issuing Bank Lender within three Business Days after the date such demand is made, such L/C Participant shall pay to the Administrative Agent for the account of such the Issuing Bank Lender on demand an amount equal to the product of such amount, times the daily average NYFRB 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 the Administrative Agent for the account of such the Issuing BankLender, times 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 subsection 2.7(d)(i3.4(a) is not in fact made available to the Administrative Agent for the account of such the Issuing Bank Lender by such L/C Participant within three Business Days after the date such payment is due, such the Issuing Bank 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 Revolving Tranche A Loans maintained as ABR Loans hereunder. A certificate of an the Issuing Bank Lender submitted to any L/C Participant with respect to any amounts owing under this subsection (which shall include calculations of any such amounts in reasonable detail) shall be conclusive in the absence of manifest error. (iiic) Whenever, at any time after an the Issuing Bank Lender has made payment under any Letter of Credit and has received through the Administrative Agent from any L/C Participant its pro rata share of such payment in accordance with subsection 2.7(d)(i3.4(a), such the Issuing Bank Lender receives through the Administrative Agent any payment related to such Letter of Credit (whether directly from the applicable Borrower in respect of such Letter of Credit or otherwise, including proceeds of Collateral applied thereto by the Administrative Agent or by such the Issuing BankLender), or any payment of interest on account thereof, the Administrative Agent will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to such L/C Participant its pro rata share thereof prior to the end of such Business Day and otherwise the Administrative Agent will distribute such payment on the next succeeding Business Day; provided, however, that in the event that any such payment received by an the Issuing Bank Lender through the Administrative Agent shall be required to be returned by such the Issuing BankLender, such L/C Participant shall return to such the Issuing Bank Lender through the Administrative Agent the portion thereof previously distributed by the Administrative Agent to it.

L/C Participations. (ia) Each The Issuing Bank Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each such the Issuing Bank Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the applicable Issuing BankLender, without recourse or warranty, 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 Commitment Percentage (determined on the date of issuance of the relevant Letter of Credit) in such the Issuing BankLender’s obligations and rights under each Letter of Credit issued or continued hereunder, the amount of each draft paid by each such the Issuing Bank Lender thereunder and the obligations of the Loan Parties Parent Borrower under this Agreement with respect thereto (although Letter of Credit fees and commissions shall be payable directly to the Administrative Agent for the account of the applicable Issuing Bank Lender and L/C Participants, as provided in subsection 2.7(c), 3.3 and the L/C Participants shall have no right to receive any portion of any facing fees with respect to any such Letters of Credit) and any security therefor or guaranty pertaining thereto. Each L/C Participant unconditionally and irrevocably agrees with such the Issuing Bank Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Bank Lender is not reimbursed in full by the applicable Parent Borrower in respect of such Letter of Credit in accordance with subsection 2.7(e)(i) (an “L/C Disbursement”3.5(a), such L/C Participant shall pay to the Administrative Agent for the account of the applicable Issuing Bank Lender upon demand (which demand, in the case of any demand made in respect of any draft under a Letter of Credit denominated in any Designated Foreign Currency, shall not be made prior to the date that the amount of such draft shall be converted into Dollars in accordance with subsection 3.5(a)) at the Administrative Agent Office Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed; provided that nothing in this paragraph shall relieve any the Issuing Bank Lender of any liability resulting from the gross negligence or willful misconduct of such the Issuing BankLender, or otherwise affect any defense or other right that any L/C Participant may have as a result of such gross negligence or willful misconduct. All calculations of the L/C Participants’ Revolving Credit Commitment Percentages shall be made from time to time by the Administrative Agent, which calculations shall be conclusive absent manifest error. (iib) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of an Issuing Bank Lender on demand by such the Issuing Bank Lender pursuant to subsection 2.7(d)(i3.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Bank Lender under any Letter of Credit is paid to the Administrative Agent for the account of such Issuing Bank Lender within three Business Days after the date such demand is made, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Bank Lender on demand an amount equal to the product of such amount, times the daily average NYFRB 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 the Administrative Agent for the account of such Issuing BankLender, times 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 subsection 2.7(d)(i3.4(a) is not in fact made available to the Administrative Agent for the account of such Issuing Bank Lender by such L/C Participant within three Business Days after the date such payment is due, such the Issuing Bank Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon (with interest based on the Dollar Equivalent of any amounts denominated in Designated Foreign Currencies) calculated from such due date at the rate per annum applicable to Revolving Credit Loans maintained as ABR Loans hereunder. A certificate of an the Issuing Bank Lender submitted to any L/C Participant with respect to any amounts owing under this subsection (which shall include calculations of any such amounts in reasonable detail) shall be conclusive in the absence of manifest error. (iiic) Whenever, at any time after an the Issuing Bank Lender has made payment under any Letter of Credit and has received through the Administrative Agent from any L/C Participant its pro rata share of such payment in accordance with subsection 2.7(d)(i3.4(a), such the Issuing Bank Lender receives through the Administrative Agent any payment related to such Letter of Credit (whether directly from the Parent Borrower in respect of such Letter of Credit or otherwise, including proceeds of Collateral applied thereto by the Administrative Agent or by such Issuing BankLender), or any payment of interest on account thereof, the Administrative Agent Issuing Lender will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to such L/C Participant its pro rata share thereof prior to the end of such Business Day and otherwise the Administrative Agent Issuing Lender will distribute such payment on the next succeeding Business Day; provided, however, that in the event that any such payment received by an the Issuing Bank through the Administrative Agent Lender shall be required to be returned by such the Issuing BankLender, such L/C Participant shall return to such the Issuing Bank through the Administrative Agent Lender the portion thereof previously distributed by the Administrative Agent Issuing Lender to it.

L/C Participations. (ia) Each Issuing Bank Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each such Issuing Bank Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the applicable each Issuing Bank, without recourse or warrantyLender, on the terms and conditions hereinafter 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 Commitment Credit Percentage (determined on the date of issuance of the relevant Letter of Credit) in such each Issuing Bank’s Lender's obligations and rights under each Letter of Credit issued or continued hereunder, by such Issuing Lender hereunder and the amount of each draft paid by each such Issuing Bank thereunder and the obligations of the Loan Parties under this Agreement with respect thereto (although Letter of Credit fees and commissions shall be payable directly to the Administrative Agent for the account of the applicable Issuing Bank and L/C Participants, as provided in subsection 2.7(c), and the L/C Participants shall have no right to receive any portion of any facing fees with respect to any such Letters of Credit) and any security therefor or guaranty pertaining theretoLender thereunder. Each L/C Participant unconditionally and irrevocably agrees with such each Issuing Bank Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Bank Lender is not reimbursed in full by the applicable Borrower in respect of such Letter of Credit in accordance with subsection 2.7(e)(i) (an “L/C Disbursement”)the terms of this Agreement, such L/C Participant shall pay upon demand to the Administrative Agent (for the account of the applicable such Issuing Bank upon demand Lender) at the Administrative Agent's address for notices specified herein, and the Administrative Agent Office shall promptly thereafter pay to such Issuing Lender, an amount equal to such L/C Participant’s 's Revolving Commitment Credit Percentage of the amount of such draft, or any part thereof, which that is not so reimbursed; provided that nothing in this paragraph shall relieve any Issuing Bank of any liability resulting from the gross negligence or willful misconduct of such Issuing Bank, or otherwise affect any defense or other right that any L/C Participant may have as a result of such gross negligence or willful misconduct. All calculations of the L/C Participants’ Revolving Commitment Percentages shall be made from time to time by the Administrative Agent, which calculations shall be conclusive absent manifest error. (ii) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of an Issuing Bank on demand by such Issuing Bank pursuant to subsection 2.7(d)(i) in respect of any unreimbursed portion of any payment made by such Issuing Bank under any Letter of Credit is paid to the Administrative Agent for the account of such Issuing Bank within three Business Days after the date such demand is made, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Bank on demand an amount equal to the product of such amount, times the daily average NYFRB 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 Administrative Agent for the account of such Issuing Bank, times 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 subsection 2.7(d)(i) is not in fact made available to the Administrative Agent for the account of such Issuing Bank by such L/C Participant within three Business Days after the date such payment is due, such Issuing Bank 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 Revolving Loans maintained as ABR Loans hereunder. A certificate of an Issuing Bank submitted to any L/C Participant with respect to any amounts owing under this subsection (which shall include calculations of any such amounts in reasonable detail) shall be conclusive in the absence of manifest error. (iii) Whenever, at any time after an Issuing Bank has made payment under any Letter of Credit and has received through the Administrative Agent from any L/C Participant its pro rata share of such payment in accordance with subsection 2.7(d)(i), such Issuing Bank receives through the Administrative Agent any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of Collateral applied thereto by the Administrative Agent or by such Issuing Bank), or any payment of interest on account thereof, the Administrative Agent will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to such L/C Participant its pro rata share thereof prior to the end of such Business Day and otherwise the Administrative Agent will distribute such payment on the next succeeding Business Day; provided, however, that in the event that any such payment received by an Issuing Bank through the Administrative Agent shall be required to be returned by such Issuing Bank, such L/C Participant shall return to such Issuing Bank through the Administrative Agent the portion thereof previously distributed by the Administrative Agent to it.

L/C Participations. (ia) Each Issuing Bank Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each such Issuing Bank Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the applicable Issuing BankLender, without recourse or warranty, 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 Tranche A Commitment Percentage (determined on the date of issuance of the relevant Letter of Credit) in such Issuing BankLender’s obligations and rights under each Letter of Credit issued or continued hereunderhereunder (including, without limitation, each Letter of Credit outstanding on the Maturity Date), the amount of each draft paid by each such Issuing Bank Lender thereunder and the obligations of the Loan Parties under this Agreement with respect thereto (although Letter of Credit fees and commissions commissions, including the L/C Fees, shall be payable directly to the Administrative Agent for the account of the applicable such Issuing Bank Lender and L/C Participants, as AmericasActive:15540830.1218080089.6 provided in subsection 2.7(c)3.3, and the L/C Participants shall have no right to receive any portion of any facing fees with respect to any such Letters of Credit) and any security therefor or guaranty pertaining thereto. Each L/C Participant unconditionally and irrevocably agrees with such the applicable Issuing Bank Lender that, if a draft is paid under any Letter of Credit for which such Issuing Bank Lender is not reimbursed in full by the applicable Borrower in respect of such Letter of Credit in accordance with subsection 2.7(e)(i) (an “L/C Disbursement”3.5(a), such L/C Participant shall pay to the Administrative Agent for the account of the applicable Issuing Bank Lender upon demand at the Administrative Agent Office Agent’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Tranche A Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed; provided that nothing in this paragraph shall relieve any such Issuing Bank Lender of any liability resulting from the gross negligence or willful misconduct of such Issuing BankLender, or otherwise affect any defense or other right that any L/C Participant may have as a result of such gross negligence or willful misconduct. All calculations of the L/C Participants’ Revolving Tranche A Commitment Percentages shall be made from time to time by the Administrative Agent, which calculations shall be conclusive absent manifest error. (iib) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of an such Issuing Bank Lender on demand by such Issuing Bank Lender pursuant to subsection 2.7(d)(i3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Bank Lender under any Letter of Credit is paid to the Administrative Agent for the account of such Issuing Bank Lender within three Business Days after the date such demand is made, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Bank Lender on demand an amount equal to the product of such amount, times the daily average NYFRB 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 the Administrative Agent for the account of such Issuing BankLender, times 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 subsection 2.7(d)(i3.4(a) is not in fact made available to the Administrative Agent for the account of such Issuing Bank Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Bank Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon (with interest based on the Dollar Equivalent of any amounts denominated in Canadian Dollars) calculated from such due date at the rate per annum applicable to Tranche A Revolving Loans Credit Loans, as applicable, maintained as ABR Loans accruing interest at the ABR hereunder. A certificate of an such Issuing Bank Lender submitted to any L/C Participant with respect to any amounts owing under this subsection 3.4 (which shall include calculations of any such amounts in reasonable detail) shall be conclusive in the absence of manifest error. (iiic) Whenever, at any time after an the applicable Issuing Bank Lender has made payment under any Letter of Credit and has received through the Administrative Agent from any L/C Participant its pro rata share of such payment in accordance with subsection 2.7(d)(i3.4(a), such Issuing Bank Lender receives through the Administrative Agent Agent, any payment related to such Letter of Credit (whether directly from the applicable Borrower in respect of such Letter of Credit or otherwise, including proceeds of Collateral applied thereto by the Administrative Agent or by such Issuing BankLender), or any payment of interest on account thereof, the Administrative Agent will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to such L/C Participant its pro rata share thereof prior to the end of such Business Day and otherwise the Administrative Agent will distribute such payment on the next succeeding Business Day; provided, however, that in the event that any such payment received by an the Issuing Bank Lender through the Administrative Agent shall be required to be returned by such Issuing BankLender, such L/C Participant shall return to such Issuing Bank Lender through the Administrative Agent the portion thereof previously distributed by the Administrative Agent to it.

L/C Participations. (ia) Each The L/C Provider (on its behalf and on behalf of each L/C Issuing Bank Bank) irrevocably agrees to grant and hereby grants to each L/C ParticipantCommitted Note Purchaser, and, to induce the L/C Provider to provide (or cause each such L/C Issuing Bank to issue provide) Letters of Credit hereunder, each L/C Participant Committed Note Purchaser irrevocably and unconditionally agrees to accept and purchase and hereby accepts and purchases from the applicable L/C Provider (on its behalf and on behalf of each L/C Issuing Bank, without recourse or warranty), on the terms and conditions hereinafter statedset forth below, for such L/C ParticipantCommitted Note Purchaser’s own account and risk an undivided interest equal to its Committed Note Purchaser Percentage of the related Investor Group’s Commitment Percentage of the L/C Provider’s (or such L/C Participant’s Revolving Commitment Percentage (determined on the date of issuance of the relevant Letter of Credit) in such Issuing Bank’s ’s) obligations and rights under and in respect of each Letter of Credit issued or continued hereunder, the amount of each draft paid by each such Issuing Bank thereunder and the obligations of the Loan Parties under this Agreement with respect thereto (although Letter of Credit fees and commissions shall be payable directly to the Administrative Agent for the account of the applicable Issuing Bank and L/C Participants, as provided in subsection 2.7(c), hereunder and the L/C Participants shall have no right to receive any portion of any facing fees Reimbursement Amount with respect to any such Letters of Credit) and any security therefor each draft paid or guaranty pertaining thereto. Each reimbursed by the L/C Participant Provider (or such L/C Issuing Bank) in connection therewith. Subject to Section 2.07(c), each Committed Note Purchaser unconditionally and irrevocably agrees with such the L/C Provider (on its behalf and on behalf of each L/C Issuing Bank Bank) that, if a draft is paid under any Letter of Credit for which such the L/C Provider (on its behalf and on behalf of each L/C Issuing Bank Bank) is not reimbursed paid in full by the applicable Borrower in respect of such Letter of Credit Co-Issuers in accordance with subsection 2.7(e)(i) (an “L/C Disbursement”)the terms of this Agreement, such L/C Participant Committed Note Purchaser shall pay to the Administrative Agent for the account upon demand of the applicable Issuing Bank upon demand at the Administrative Agent Office L/C Provider an amount equal to such L/C Participantits Committed Note Purchaser Percentage of the related Investor Group’s Revolving Commitment Percentage of the amount of L/C Reimbursement Amount with respect to such draft, or any part thereof, which that is not so reimbursed; provided that nothing in this paragraph shall relieve any Issuing Bank of any liability resulting from the gross negligence or willful misconduct of such Issuing Bank, or otherwise affect any defense or other right that any L/C Participant may have as a result of such gross negligence or willful misconduct. All calculations of the L/C Participants’ Revolving Commitment Percentages shall be made from time to time by the Administrative Agent, which calculations shall be conclusive absent manifest errorpaid. (iib) If any amount required to be paid by any L/C Participant Committed Note Purchaser to the Administrative Agent for forwarding to the account of an Issuing Bank on demand by such Issuing Bank L/C Provider pursuant to subsection 2.7(d)(iSection 2.09(a) in respect of any unreimbursed portion of any payment made or reimbursed by such Issuing Bank the L/C Provider under any Letter of Credit is paid to the Administrative Agent for forwarding to the account of such Issuing Bank L/C Provider within three (3) Business Days after the date such demand payment is madedue, such L/C Participant Committed Note Purchaser shall pay to the Administrative Agent for forwarding to the account of such Issuing Bank L/C Provider on demand an amount equal to the product of (i) such amount, times (ii) the daily average NYFRB Federal Funds 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 Administrative Agent for the account of such Issuing BankL/C Provider, 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 Committed Note Purchaser pursuant to subsection 2.7(d)(iSection 2.09(a) is not in fact made available to the Administrative Agent for forwarding to the account of such Issuing Bank by such L/C Participant Provider by such Committed Note Purchaser within three Business Days after the date such payment is due, such Issuing Bank the L/C Provider shall be entitled to recover from such L/C ParticipantCommitted Note Purchaser, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Revolving Loans maintained as ABR Loans hereunderBase Rate. A certificate of an Issuing Bank the L/C Provider submitted to any L/C Participant Committed Note Purchaser with respect to any amounts owing under this subsection (which shall include calculations of any such amounts in reasonable detail) shall be conclusive Section 2.09(b), in the absence of manifest error, shall be conclusive and binding on such Committed Note Purchaser. Such amounts payable under this Section 2.09(b) shall be paid without any deduction for any withholding taxes. (iiic) Whenever, at any time after an Issuing Bank payment has been made payment under any Letter of Credit and has received through the Administrative Agent from any L/C Participant Provider has received from any Committed Note Purchaser its pro rata share of such payment in accordance with subsection 2.7(d)(iSection 2.09(a), such Issuing Bank receives through the Administrative Agent or the L/C Provider receives any payment related to such Letter of Credit (whether directly from the Borrower Co-Issuers or otherwise, including proceeds of Collateral collateral applied thereto by the Administrative Agent or by such Issuing BankL/C Provider), or any payment of interest on account thereof, the Administrative Agent willor the L/C Provider, if such payment is received prior to 1:00 P.M.as the case may be, New York City time, on a Business Day, will distribute to such L/C Participant Committed Note Purchaser its pro rata share thereof prior to the end of such Business Day and otherwise the Administrative Agent will distribute such payment on the next succeeding Business Daythereof; provided, however, that in the event that any such payment received by an Issuing Bank through the Administrative Agent or the L/C Provider, as the case may be, shall be required to be returned by such Issuing Bank, such the Administrative Agent or the L/C Participant Provider, such Committed Note Purchaser shall return to such Issuing Bank through the Administrative Agent for the account of the L/C Provider the portion thereof previously distributed by the Administrative Agent or the L/C Provider, as the case may be, to it. (d) Each Committed Note Purchaser’s obligation to make the Advances referred to in Section 2.08(a) and to pay its pro rata share of any unreimbursed draft pursuant to Section 2.09(a) 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 Committed Note Purchaser or the Co-Issuers may have against the L/C Provider, any L/C Issuing Bank, the Co-Issuers 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 Article VII other than at the time the related Letter of Credit was issued; (iii) an adverse change in the condition (financial or otherwise) of the Co-Issuers; (iv) any breach of this Agreement or any other Indenture Document by the Co-Issuers or any other Person; (v) any amendment, renewal or extension of any Letter of Credit in compliance with this Agreement or with the terms of such Letter of Credit, as applicable; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

L/C Participations. (ia) Each Issuing Bank Lender irrevocably agrees to grant and hereby grants to each U.S. Facility L/C Participant or Canadian Facility L/C Participant, as applicable, and, to induce each such the Issuing Bank Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the applicable Issuing BankLender, without recourse or warranty, 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 U. S. Facility Revolving Credit Loan Commitment Percentage or Canadian Facility Commitment Percentage, as applicable, (determined on the date of issuance of the relevant Letter of Credit) in such Issuing BankLender’s obligations and rights under each Letter of Credit issued or continued hereunder, the amount of each draft paid by each such Issuing Bank Lender thereunder and the obligations of the Loan Parties applicable Borrowers under this Agreement with respect thereto (although Letter of Credit fees L/C Fees and related commissions shall be payable directly to the Administrative Agent or the Canadian Agent, as applicable, for the account of the applicable Issuing Bank Lender and L/C Participants, as provided in subsection 2.7(c), 3.3 and the L/C Participants shall have no right to receive any portion of any facing fees with respect to any such Letters of Credit) and any security therefor or guaranty pertaining thereto. Each L/C Participant unconditionally and irrevocably agrees with such Issuing Bank Lender that, if a draft is paid under any Letter of Credit for which such Issuing Bank Lender is not reimbursed in full by the applicable Borrower in respect of such Letter of Credit in accordance with subsection 2.7(e)(i) (an “L/C Disbursement”3.5(a), such L/C Participant shall pay to the Administrative Agent for the account of the applicable such Issuing Bank Lender upon demand (which demand, in the case of any demand made in respect of any draft under a L/C denominated in any Designated Foreign Currency, shall not be made prior to the date that the amount of such draft shall be converted into Dollars in accordance with subsection 3.5(a)) at the Administrative Agent Office such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving U.S. Facility Commitment Percentage or Canadian Facility Commitment Percentage, as applicable, of the amount of such draft, or any part thereof, which is not so reimbursed; provided that nothing in this paragraph shall relieve any such Issuing Bank Lender of any liability resulting from the gross negligence or willful misconduct of such Issuing BankLender, or otherwise affect any defense or other right that any L/C Participant may have as a result of such gross negligence or willful misconduct. All calculations of the an L/C Participants’ Revolving Commitment Percentages shall be made from time to time by the Administrative Agent, which calculations shall be conclusive absent manifest error. (iib) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of an Issuing Bank Lender on demand by such Issuing Bank Lender pursuant to subsection 2.7(d)(i3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Bank Lender under any Letter of Credit is paid to the Administrative Agent for the account of such Issuing Bank Lender within three Business Days after the date such demand is made, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Bank Lender on demand an amount equal to the product of such amount, times the daily average NYFRB Federal Funds Effective Rate (or, in the case of a Canadian Facility Lender, the interbank rate customarily charged by the Canadian Agent) during the period from and including the date such payment is required to the date on which such payment is immediately available to the Administrative Agent for the account of such Issuing BankLender, times 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 subsection 2.7(d)(i3.4(a) is not in fact made available to the Administrative Agent for the account of such Issuing Bank Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Bank Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon (with interest based on the Dollar Equivalent of any amounts denominated in Canadian Dollars or Designated Foreign Currencies) calculated from such due date at the rate per annum applicable to Revolving Credit Loans maintained as ABR Loans accruing interest at the ABR Rate hereunder. A certificate of an Issuing Bank Lender submitted to any L/C Participant with respect to any amounts owing under this subsection (which shall include calculations of any such amounts in reasonable detail) shall be conclusive in the absence of manifest error. (iiic) Whenever, at any time after an Issuing Bank Lender has made payment under any Letter of Credit and has received through the Administrative Agent from any L/C Participant its pro rata share of such payment in accordance with subsection 2.7(d)(i3.4(a), such Issuing Bank Lender receives through the Administrative Agent any payment related to such Letter of Credit (whether directly from the a Borrower in respect of such Letter of Credit or otherwise, including proceeds of Collateral applied thereto by the Administrative Agent or by such Issuing BankLender), or any payment of interest on account thereof, the Administrative Agent such Issuing Lender will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to such L/C Participant its pro rata share thereof prior to the end of such Business Day and otherwise the Administrative Agent such Issuing Lender will distribute such payment on the next succeeding Business Day; provided, however, that in the event that any such payment received by an Issuing Bank through the Administrative Agent Lender shall be required to be returned by such Issuing BankLender, such L/C Participant shall return to such Issuing Bank through the Administrative Agent Lender the portion thereof previously distributed by the Administrative Agent such Issuing Lender to it.

L/C Participations. (ia) Each The L/C Provider (on its behalf and on behalf of each L/C Issuing Bank Bank) irrevocably agrees to grant and hereby grants to each L/C ParticipantCommitted Note Purchaser, and, to induce the L/C Provider to provide (or cause each such L/C Issuing Bank to issue provide) Letters of Credit hereunder, each L/C Participant Committed Note Purchaser irrevocably and unconditionally agrees to accept and purchase and hereby accepts and purchases from the applicable L/C Provider (on its behalf and on behalf of each L/C Issuing Bank, without recourse or warranty), on the terms and conditions hereinafter statedset forth below, for such L/C ParticipantCommitted Note Purchaser’s own account and risk an undivided interest equal to its Committed Note Purchaser Percentage of the related Investor Group’s Commitment Percentage of the L/C Provider’s (or such L/C Participant’s Revolving Commitment Percentage (determined on the date of issuance of the relevant Letter of Credit) in such Issuing Bank’s ’s) obligations and rights under and in respect of each Letter of Credit issued or continued hereunder, the amount of each draft paid by each such Issuing Bank thereunder and the obligations of the Loan Parties under this Agreement with respect thereto (although Letter of Credit fees and commissions shall be payable directly to the Administrative Agent for the account of the applicable Issuing Bank and L/C Participants, as provided in subsection 2.7(c), hereunder and the L/C Participants shall have no right to receive any portion of any facing fees Reimbursement Amount with respect to any such Letters of Credit) and any security therefor each draft paid or guaranty pertaining thereto. Each reimbursed by the L/C Participant Provider (or such L/C Issuing Bank) in connection therewith. Subject to Section 2.07(c), each Committed Note Purchaser unconditionally and irrevocably agrees with such the L/C Provider (on its behalf and on behalf of each L/C Issuing Bank Bank) that, if a draft is paid under any Letter of Credit for which such the L/C Provider (on its behalf and on behalf of each L/C Issuing Bank Bank) is not reimbursed paid in full by the applicable Borrower in respect of such Letter of Credit Master Issuer in accordance with subsection 2.7(e)(i) (an “L/C Disbursement”)the terms of this Agreement, such L/C Participant Committed Note Purchaser shall pay to the Administrative Agent for the account of the applicable Issuing Bank upon demand at the Administrative Agent Office L/C Provider an amount equal to such L/C Participantits Committed Note Purchaser Percentage of the related Investor Group’s Revolving Commitment Percentage of the amount of L/C Reimbursement Amount with respect to such draft, or any part thereof, which that is not so reimbursed; provided that nothing in this paragraph shall relieve any Issuing Bank of any liability resulting from the gross negligence or willful misconduct of such Issuing Bank, or otherwise affect any defense or other right that any L/C Participant may have as a result of such gross negligence or willful misconduct. All calculations of the L/C Participants’ Revolving Commitment Percentages shall be made from time to time by the Administrative Agent, which calculations shall be conclusive absent manifest errorpaid. (iib) If any amount required to be paid by any L/C Participant Committed Note Purchaser to the Administrative Agent for forwarding to the account of an Issuing Bank on demand by such Issuing Bank L/C Provider pursuant to subsection 2.7(d)(iSection 2.09(a) in respect of any unreimbursed portion of any payment made or reimbursed by such Issuing Bank the L/C Provider under any Letter of Credit is paid to the Administrative Agent for forwarding to the account of such Issuing Bank L/C Provider within three (3) Business Days after the date such demand payment is madedue, such L/C Participant Committed Note Purchaser shall pay to the Administrative Agent for forwarding to the account of such Issuing Bank L/C Provider on demand an amount equal to the product of (i) such amount, times (ii) the daily average NYFRB Federal Funds 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 Administrative Agent for the account of such Issuing BankL/C Provider, 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 Committed Note Purchaser pursuant to subsection 2.7(d)(iSection 2.09(a) is not in fact made available to the Administrative Agent for forwarding to the account of such Issuing Bank by such L/C Participant Provider by such Committed Note Purchaser within three Business Days after the date such payment is due, such Issuing Bank the L/C Provider shall be entitled to recover from such L/C ParticipantCommitted Note Purchaser, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Revolving Loans maintained as ABR Loans hereunderBase Rate. A certificate of an Issuing Bank the L/C Provider submitted to any L/C Participant Committed Note Purchaser with respect to any amounts owing under this subsection (which shall include calculations of any such amounts in reasonable detail) shall be conclusive Section 2.09(b), in the absence of manifest error, shall be conclusive and binding on such Committed Note Purchaser. Such amounts payable under this Section 2.09(b) shall be paid without any deduction for any withholding taxes. (iiic) Whenever, at any time after an Issuing Bank payment has been made payment under any Letter of Credit and has received through the Administrative Agent from any L/C Participant Provider has received from any Committed Note Purchaser its pro rata share of such payment in accordance with subsection 2.7(d)(iSection 2.09(a), such Issuing Bank receives through the Administrative Agent or the L/C Provider receives any payment related to such Letter of Credit (whether directly from the Borrower Master Issuer or otherwise, including proceeds of Collateral collateral applied thereto by the Administrative Agent or by such Issuing BankL/C Provider), or any payment of interest on account thereof, the Administrative Agent willor the L/C Provider, if such payment is received prior to 1:00 P.M.as the case may be, New York City time, on a Business Day, will distribute to such L/C Participant Committed Note Purchaser its pro rata share thereof prior to the end of such Business Day and otherwise the Administrative Agent will distribute such payment on the next succeeding Business Daythereof; provided, however, that in the event that any such payment received by an Issuing Bank through the Administrative Agent or the L/C Provider, as the case may be, shall be required to be returned by such Issuing Bank, such the Administrative Agent or the L/C Participant Provider, such Committed Note Purchaser shall return to such Issuing Bank through the Administrative Agent for the account of the L/C Provider the portion thereof previously distributed by the Administrative Agent or the L/C Provider, as the case may be, to it. (d) Each Committed Note Purchaser’s obligation to make the Advances referred to in Section 2.08(a) and to pay its pro rata share of any unreimbursed draft pursuant to Section 2.09(a) 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 Committed Note Purchaser or the Master Issuer may have against the L/C Provider, any L/C Issuing Bank, the Master Issuer 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 Article VII other than at the time the related Letter of Credit was issued; (iii) an adverse change in the condition (financial or otherwise) of the Master Issuer; (iv) any breach of this Agreement or any other Indenture Document by the Master Issuer or any other Person; (v) any amendment, renewal or extension of any Letter of Credit in compliance with this Agreement or with the terms of such Letter of Credit, as applicable; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

L/C Participations. (ia) Each Issuing Bank Lender irrevocably agrees to grant and hereby grants to each U.S. Facility L/C Participant or Canadian Facility L/C Participant, as applicable, and, to induce each such Issuing Bank Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the applicable Issuing BankLender, without recourse or warranty, 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 U.S. Facility Commitment Percentage or Canadian Facility Commitment Percentage, as applicable (determined on the date of issuance of the relevant Letter of Credit) in such Issuing BankLender’s obligations and rights under each Letter of Credit issued or continued hereunderhereunder (including, without limitation, each Letter of Credit outstanding on the Maturity Date), the amount of each draft paid by each such Issuing Bank Lender thereunder and the obligations of the Loan Parties under this Agreement with respect thereto (although Letter of Credit fees and commissions commissions, including the L/C Fees, shall be payable directly to the Administrative Agent or the Canadian Agent, as applicable, for the account of the applicable such Issuing Bank Lender and L/C Participants, as provided in subsection 2.7(c)3.3, and the L/C Participants shall have no right to receive any portion of any facing fees with respect to any such Letters of Credit) and any security therefor or guaranty pertaining thereto. Each L/C Participant unconditionally and irrevocably agrees with such the applicable Issuing Bank Lender that, if a draft is paid under any Letter of Credit for which such Issuing Bank Lender is not reimbursed in full by the applicable Borrower in respect of such Letter of Credit in accordance with subsection 2.7(e)(i) (an “L/C Disbursement”3.5(a), such L/C Participant shall pay to the Administrative Agent or the Canadian Agent, as applicable, for the account of the applicable Issuing Bank Lender upon demand at the Administrative Agent Office Agent’s or the Canadian Agent’s, as applicable, address for notices specified herein an amount equal to such L/C Participant’s Revolving U.S. Facility Commitment Percentage or Canadian Facility Commitment Percentage, as applicable, of the amount of such draft, or any part thereof, which is not so reimbursed; provided that nothing in this paragraph shall relieve any such Issuing Bank Lender of any liability resulting from the gross negligence or willful misconduct of such Issuing BankLender, or otherwise affect any defense or other right that any L/C Participant may have as a result of such gross negligence or willful misconduct. All calculations of the L/C Participants’ Revolving U.S. Facility Commitment Percentages and Canadian Facility Commitment Percentages shall be made from time to time by the Administrative Agent and Canadian Agent, as applicable, which calculations shall be conclusive absent manifest error. (iib) If any amount required to be paid by any L/C Participant to the Administrative Agent or the Canadian Agent, as applicable, for the account of an such Issuing Bank Lender on demand by such Issuing Bank Lender pursuant to subsection 2.7(d)(i3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Bank Lender under any Letter of Credit is paid to the Administrative Agent or the Canadian Agent, as applicable, for the account of such Issuing Bank Lender within three Business Days after the date such demand is made, such L/C Participant shall pay to the Administrative Agent or the Canadian Agent, as applicable, for the account of such Issuing Bank Lender on demand an amount equal to the product of such amount, times the daily average NYFRB Federal Funds Effective Rate (or, in the case of a Canadian Facility Lender, the interbank rate customarily charged by the Canadian Agent) during the period from and including the date such payment is required to the date on which such payment is immediately available to the Administrative Agent or the Canadian Agent, as applicable, for the account of such Issuing BankLender, times 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 subsection 2.7(d)(i3.4(a) is not in fact made available to the Administrative Agent or the Canadian Agent, as applicable, for the account of such Issuing Bank Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Bank Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon (with interest based on the Dollar Equivalent of any amounts denominated in Canadian Dollars) calculated from such due date at the rate per annum applicable to Revolving Credit Loans maintained as ABR Loans accruing interest at the ABR hereunder. A certificate of an such Issuing Bank Lender submitted to any L/C Participant with respect to any amounts owing under this subsection (which shall include calculations of any such amounts in reasonable detail) shall be conclusive in the absence of manifest error. (iiic) Whenever, at any time after an the applicable Issuing Bank Lender has made payment under any Letter of Credit and has received through the Administrative Agent or the Canadian Agent, as applicable, from any L/C Participant its pro rata share of such payment in accordance with subsection 2.7(d)(i3.4(a), such Issuing Bank Lender receives through the Administrative Agent or the Canadian Agent, as applicable, any payment related to such Letter of Credit (whether directly from the applicable Borrower in respect of such Letter of Credit or otherwise, including proceeds of Collateral applied thereto by the Administrative Agent or the Canadian Agent, as applicable, or by such Issuing BankLender), or any payment of interest on account thereof, the Administrative Agent or the Canadian Agent, as applicable, will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to such L/C Participant its pro rata share thereof prior to the end of such Business Day and otherwise the Administrative Agent or the Canadian Agent, as applicable, will distribute such payment on the next succeeding Business Day; provided, however, that in the event that any such payment received by an the Issuing Bank Lender through the Administrative Agent or the Canadian Agent, as applicable, shall be required to be returned by such Issuing BankLender, such L/C Participant shall return to such Issuing Bank Lender through the Administrative Agent or the Canadian Agent, as applicable, the portion thereof previously distributed by the Administrative Agent or the Canadian Agent, as applicable, to it.

L/C Participations. (ia) Each The L/C Provider (on its behalf and on behalf of each L/C Issuing Bank Bank) irrevocably agrees to grant and hereby grants to each L/C ParticipantCommitted Note Purchaser, and, to induce each such Issuing Bank the L/C Provider to issue Letters of Credit hereunder, provide (or cause each L/C Participant Issuing Bank to provide) Letters of Credit hereunder (and, if the L/C Provider is not the L/C Issuing Bank for any Letter of Credit, to induce the L/C Provider to agree to reimburse such L/C Issuing Bank for any payment of any drafts presented thereunder), each Committed Note Purchaser irrevocably and unconditionally agrees to accept and purchase and hereby accepts and purchases from the applicable L/C Provider (on its behalf and on behalf of each L/C Issuing Bank, without recourse or warranty), on the terms and conditions hereinafter statedset forth below, for such L/C ParticipantCommitted Note Purchaser’s own account and risk an undivided interest equal to its Committed Note Purchaser Percentage of the related Investor Group’s Commitment Percentage of the L/C Provider’s (or such L/C Participant’s Revolving Commitment Percentage (determined on the date of issuance of the relevant Letter of Credit) in such Issuing Bank’s ’s) obligations and rights under and in respect of each Letter of Credit issued or continued hereunder, the amount of each draft paid by each such Issuing Bank thereunder and the obligations of the Loan Parties under this Agreement with respect thereto (although Letter of Credit fees and commissions shall be payable directly to the Administrative Agent for the account of the applicable Issuing Bank and L/C Participants, as provided in subsection 2.7(c), hereunder and the L/C Participants shall have no right to receive any portion of any facing fees Reimbursement Amount with respect to any such Letters of Credit) and any security therefor each draft paid or guaranty pertaining thereto. Each reimbursed by the L/C Participant Provider (or such L/C Issuing Bank) in connection therewith. Subject to Section 2.07(c), each Committed Note Purchaser unconditionally and irrevocably agrees with such the L/C Provider (on its behalf and on behalf of each L/C Issuing Bank Bank) that, if a draft is paid under any Letter of Credit for which such the L/C Provider (on its behalf and on behalf of each L/C Issuing Bank Bank) is not reimbursed paid in full by the applicable Borrower in respect of such Letter of Credit Co-Issuers in accordance with subsection 2.7(e)(i) (an “L/C Disbursement”)the terms of this Agreement, such L/C Participant Committed Note Purchaser shall pay to the Administrative Agent for the account upon demand of the applicable Issuing Bank upon demand at the Administrative Agent Office L/C Provider an amount equal to such L/C Participantits Committed Note Purchaser Percentage of the related Investor Group’s Revolving Commitment Percentage of the amount of L/C Reimbursement Amount with respect to such draft, or any part thereof, which that is not so reimbursed; provided that nothing in this paragraph shall relieve any Issuing Bank of any liability resulting from the gross negligence or willful misconduct of such Issuing Bank, or otherwise affect any defense or other right that any L/C Participant may have as a result of such gross negligence or willful misconduct. All calculations of the L/C Participants’ Revolving Commitment Percentages shall be made from time to time by the Administrative Agent, which calculations shall be conclusive absent manifest errorpaid. (iib) If any amount required to be paid by any L/C Participant Committed Note Purchaser to the Administrative Agent for forwarding to the account of an Issuing Bank on demand by such Issuing Bank L/C Provider pursuant to subsection 2.7(d)(iSection 2.09(a) in respect of any unreimbursed portion of any payment made or reimbursed by such Issuing Bank the L/C Provider under any Letter of Credit is paid to the Administrative Agent for forwarding to the account of such Issuing Bank L/C Provider within three (3) Business Days after the date such demand payment is madedue, such L/C Participant Committed Note Purchaser shall pay to the Administrative Agent for forwarding to the account of such Issuing Bank L/C Provider on demand an amount equal to the product of (i) such amount, times (ii) the daily average NYFRB Federal Funds 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 Administrative Agent for the account of such Issuing BankL/C Provider, 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 Committed Note Purchaser pursuant to subsection 2.7(d)(iSection 2.09(a) is not in fact made available to the Administrative Agent for forwarding to the account of such Issuing Bank by such L/C Participant Provider by such Committed Note Purchaser within three Business Days after the date such payment is due, such Issuing Bank the L/C Provider shall be entitled to recover from such L/C ParticipantCommitted Note Purchaser, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Revolving Loans maintained as ABR Loans hereunderBase Rate. A certificate of an Issuing Bank the L/C Provider submitted to any L/C Participant Committed Note Purchaser with respect to any amounts owing under this subsection (which shall include calculations of any such amounts in reasonable detail) shall be conclusive Section 2.09(b), in the absence of manifest error, shall be conclusive and binding on such Committed Note Purchaser. Such amounts payable under this Section 2.09(b) shall be paid without any deduction for any withholding taxes. (iiic) Whenever, at any time after an Issuing Bank payment has been made payment under any Letter of Credit and has received through the Administrative Agent from any L/C Participant Provider has received from any Committed Note Purchaser its pro rata share of such payment in accordance with subsection 2.7(d)(iSection 2.09(a), such Issuing Bank receives through the Administrative Agent or the L/C Provider receives any payment related to such Letter of Credit (whether directly from the Borrower Co-Issuers or otherwise, including proceeds of Collateral collateral applied thereto by the Administrative Agent or by such Issuing BankL/C Provider), or any payment of interest on account thereof, the Administrative Agent willor the L/C Provider, if such payment is received prior to 1:00 P.M.as the case may be, New York City time, on a Business Day, will distribute to such L/C Participant Committed Note Purchaser its pro rata share thereof prior to the end of such Business Day and otherwise the Administrative Agent will distribute such payment on the next succeeding Business Daythereof; provided, however, that in the event that any such payment received by an Issuing Bank through the Administrative Agent or the L/C Provider, as the case may be, shall be required to be returned by such Issuing Bank, such the Administrative Agent or the L/C Participant Provider, such Committed Note Purchaser shall return to such Issuing Bank through the Administrative Agent for the account of the L/C Provider the portion thereof previously distributed by the Administrative Agent or the L/C Provider, as the case may be, to it. (d) Each Committed Note Purchaser’s obligation to make the Advances referred to in Section 2.08(a) and to pay its pro rata share of any unreimbursed draft pursuant to Section 2.09(a) 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 Committed Note Purchaser or the Co-Issuers may have against the L/C Provider, any L/C Issuing Bank, the Co-Issuers 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 Article VII other than at the time the related Letter of Credit was issued; (iii) an adverse change in the condition (financial or otherwise) of the Co-Issuers; (iv) any breach of this Agreement or any other Indenture Document by the Co-Issuers or any other Person; (v) any amendment, renewal or extension of any Letter of Credit in compliance with this Agreement or with the terms of such Letter of Credit, as applicable; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

L/C Participations. (ia) Each Issuing Bank Lender irrevocably agrees to grant and hereby grants to each U.S. Facility L/C Participant or Canadian Facility L/C Participant, as applicable, and, to induce each such Issuing Bank Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the applicable Issuing BankLender, without recourse or warranty, 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 U.S. Facility Revolving Commitment Percentage or Canadian Facility Revolving Commitment Percentage, as applicable (determined on the date of issuance of the relevant Letter of Credit) in such Issuing BankLender’s obligations and rights under each Letter of Credit issued or continued hereunder, the amount of each draft paid by each such Issuing Bank Lender thereunder and the obligations of the Loan Parties under this Agreement with respect thereto (although Letter of Credit fees and commissions commissions, including the L/C Fees, shall be payable directly to the Administrative Agent or the Canadian Agent, as applicable, for the account of the applicable such Issuing Bank Lender and L/C Participants, as provided in subsection 2.7(c)3.3, and the L/C Participants shall have no right to receive any portion of any facing fees with respect to any such Letters of Credit) and any security therefor or guaranty pertaining thereto; provided, further, that as to any Letter of Credit outstanding on the Non-Extended Maturity Date, such L/C Participants shall be limited to Revolving Credit-2 Lenders and there shall be an automatic adjustment to the participations pursuant to this subsection 3.4 on the Non-Extended Maturity Date to allocate all such participations in such Letter of Credit among the Revolving Credit-2 Lenders. Each L/C Participant unconditionally and irrevocably agrees with such the applicable Issuing Bank Lender that, if a draft is paid under any Letter of Credit for which such Issuing Bank Lender is not reimbursed in full by the applicable Borrower in respect of such Letter of Credit in accordance with subsection 2.7(e)(i) (an “L/C Disbursement”3.5(a), such L/C Participant shall pay to the Administrative Agent or the Canadian Agent, as applicable, for the account of the applicable Issuing Bank Lender upon demand at the Administrative Agent Office Agent’s or the Canadian Agent’s, as applicable, address for notices specified herein an amount equal to such L/C Participant’s U.S. Facility Revolving Commitment Percentage or Canadian Facility Revolving Commitment Percentage, as applicable, of the amount of such draft, or any part thereof, which is not so reimbursed; provided that nothing in this paragraph shall relieve any such Issuing Bank Lender of any liability resulting from the gross negligence or willful misconduct of such Issuing BankLender, or otherwise affect any defense or other right that any L/C Participant may have as a result of such gross negligence or willful misconduct. All calculations of the L/C Participants’ U.S. Facility Revolving Commitment Percentages and Canadian Facility Revolving Commitment Percentages shall be made from time to time by the Administrative Agent and Canadian Agent, as applicable, which calculations shall be conclusive absent manifest error. (iib) If any amount required to be paid by any L/C Participant to the Administrative Agent or the Canadian Agent, as applicable, for the account of an such Issuing Bank Lender on demand by such Issuing Bank Lender pursuant to subsection 2.7(d)(i3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Bank Lender under any Letter of Credit is paid to the Administrative Agent or the Canadian Agent, as applicable, for the account of such Issuing Bank Lender within three Business Days after the date such demand is made, such L/C Participant shall pay to the Administrative Agent or the Canadian Agent, as applicable, for the account of such Issuing Bank Lender on demand an amount equal to the product of such amount, times the daily average NYFRB Federal Funds Effective Rate (or, in the case of a Canadian Facility Lender, the interbank rate customarily charged by the Canadian Agent) during the period from and including the date such payment is required to the date on which such payment is immediately available to the Administrative Agent or the Canadian Agent, as applicable, for the account of such Issuing BankLender, times 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 subsection 2.7(d)(i3.4(a) is not in fact made available to the Administrative Agent or the Canadian Agent, as applicable, for the account of such Issuing Bank Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Bank Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon (with interest based on the Dollar Equivalent of any amounts denominated in Canadian Dollars) calculated from such due date at the rate per annum applicable to Revolving Credit-2 Loans maintained as ABR Loans accruing interest at the ABR hereunder. A certificate of an such Issuing Bank Lender submitted to any L/C Participant with respect to any amounts owing under this subsection (which shall include calculations of any such amounts in reasonable detail) shall be conclusive in the absence of manifest error. (iiic) Whenever, at any time after an the applicable Issuing Bank Lender has made payment under any Letter of Credit and has received through the Administrative Agent or the Canadian Agent, as applicable, from any L/C Participant its pro rata share of such payment in accordance with subsection 2.7(d)(i3.4(a), such Issuing Bank Lender receives through the Administrative Agent or the Canadian Agent, as applicable, any payment related to such Letter of Credit (whether directly from the applicable Borrower in respect of such Letter of Credit or otherwise, including proceeds of Collateral applied thereto by the Administrative Agent or the Canadian Agent, as applicable, or by such Issuing BankLender), or any payment of interest on account thereof, the Administrative Agent or the Canadian Agent, as applicable, will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to such L/C Participant its pro rata share thereof prior to the end of such Business Day and otherwise the Administrative Agent or the Canadian Agent, as applicable, will distribute such payment on the next succeeding Business Day; provided, however, that in the event that any such payment received by an the Issuing Bank Lender through the Administrative Agent or the Canadian Agent, as applicable, shall be required to be returned by such Issuing BankLender, such L/C Participant shall return to such Issuing Bank Lender through the Administrative Agent or the Canadian Agent, as applicable, the portion thereof previously distributed by the Administrative Agent or the Canadian Agent, as applicable, to it.

L/C Participations. (i) Each Issuing Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each such Issuing Bank to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the applicable Issuing Bank, without recourse or warranty, 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 Commitment Percentage (determined on the date of issuance of the relevant Letter of Credit) in such Issuing Bank’s obligations and rights under each Letter of Credit issued or continued hereunder, the amount of each draft paid by each such Issuing Bank thereunder and the obligations of the Loan Parties under this Agreement with respect thereto (although Letter of Credit fees and commissions shall be payable directly to the Administrative Agent for the account of the applicable Issuing Bank and L/C Participants, as provided in subsection 2.7(c), and the L/C Participants shall have no right to receive any portion of any facing fees with respect to any such Letters of Credit) and any security therefor or guaranty pertaining thereto. Each L/C Participant unconditionally and irrevocably agrees with such Issuing Bank that, if a draft is paid under any Letter of Credit for which such Issuing Bank is not reimbursed in full by the applicable Borrower in respect of such Letter of Credit in accordance with subsection 2.7(e)(i) (an “L/C Disbursement”), such L/C Participant shall pay to the Administrative Agent for the account of the applicable Issuing Bank upon demand at the Administrative Agent Office an amount equal to such L/C Participant’s Revolving Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed; provided that nothing in this paragraph shall relieve any Issuing Bank of any liability resulting from the gross negligence or willful misconduct of such Issuing Bank, or otherwise affect any defense or other right that any L/C Participant may have as a result of such gross negligence or willful misconduct. All calculations of the L/C Participants’ Revolving Commitment Percentages shall be made from time to time by the Administrative Agent, which calculations shall be conclusive absent manifest error.. [[59972986453734]] (ii) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of an Issuing Bank on demand by such Issuing Bank pursuant to subsection 2.7(d)(i) in respect of any unreimbursed portion of any payment made by such Issuing Bank under any Letter of Credit is paid to the Administrative Agent for the account of such Issuing Bank within three Business Days after the date such demand is made, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Bank on demand an amount equal to the product of such amount, times the daily average NYFRB 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 Administrative Agent for the account of such Issuing Bank, times 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 subsection 2.7(d)(i) is not in fact made available to the Administrative Agent for the account of such Issuing Bank by such L/C Participant within three Business Days after the date such payment is due, such Issuing Bank 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 Revolving Loans maintained as ABR Loans hereunder. A certificate of an Issuing Bank submitted to any L/C Participant with respect to any amounts owing under this subsection (which shall include calculations of any such amounts in reasonable detail) shall be conclusive in the absence of manifest error. (iii) Whenever, at any time after an Issuing Bank has made payment under any Letter of Credit and has received through the Administrative Agent from any L/C Participant its pro rata share of such payment in accordance with subsection 2.7(d)(i), such Issuing Bank receives through the Administrative Agent any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of Collateral applied thereto by the Administrative Agent or by such Issuing Bank), or any payment of interest on account thereof, the Administrative Agent will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to such L/C Participant its pro rata share thereof prior to the end of such Business Day and otherwise the Administrative Agent will distribute such payment on the next succeeding Business Day; provided, however, that in the event that any such payment received by an Issuing Bank through the Administrative Agent shall be required to be returned by such Issuing Bank, such L/C Participant shall return to such Issuing Bank through the Administrative Agent the portion thereof previously distributed by the Administrative Agent to it.

L/C Participations. (i) Each The Issuing Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each such the Issuing Bank to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the applicable Issuing Bank, without recourse or warranty, 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 Commitment Percentage (determined on the date of issuance of the relevant Letter of Credit) in such the Issuing Bank’s obligations and rights under each Letter of Credit issued or continued hereunder, the amount of each draft paid by each such the Issuing Bank thereunder and the obligations of the Loan Parties under this Agreement with respect thereto (although Letter of Credit fees and commissions shall be payable directly to the Administrative Agent for the account of the applicable Issuing Bank and L/C Participants, as provided in subsection 2.7(cSubsection 2.6(c), and the L/C Participants shall have no right to receive any portion of any facing fees with respect to any such Letters of Credit) and any security therefor or guaranty pertaining thereto. Each L/C Participant unconditionally and irrevocably agrees with such the Issuing Bank that, if a draft is paid under any Letter of Credit for which such the Issuing Bank is not reimbursed in full by the applicable Borrower in respect of such Letter of Credit in accordance with subsection 2.7(e)(iSubsection 2.6(e)(i) (an “L/C Disbursement”), such L/C Participant shall pay to the Administrative Agent for the account of the applicable Issuing Bank upon demand at the Administrative Agent Office Agent’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed; provided that nothing in this paragraph shall relieve any the Issuing Bank of any liability resulting from the bad faith, gross negligence or willful misconduct of such the Issuing Bank, or otherwise affect any defense or other right that any L/C Participant may have as a result of such bad faith, gross negligence or willful misconduct. All calculations of the L/C Participants’ Revolving Commitment Percentages shall be made from time to time by the Administrative Agent, which calculations shall be conclusive absent manifest error. (ii) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of an the Issuing Bank on demand by such the Issuing Bank pursuant to subsection 2.7(d)(iSubsection 2.6(d)(i) in respect of any unreimbursed portion of any payment made by such the Issuing Bank under any Letter of Credit is paid to the Administrative Agent for the account of such the Issuing Bank within three Business Days after the date such demand is made, such L/C Participant shall pay to the Administrative Agent for the account of such the Issuing Bank on demand an amount equal to the product of such amount, times the daily average NYFRB 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 the Administrative Agent for the account of such the Issuing Bank, times 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 subsection 2.7(d)(iSubsection 2.6(d)(i) is not in fact made available to the Administrative Agent for the account of such the Issuing Bank by such L/C Participant within three Business Days after the date such payment is due, such the Issuing Bank 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 Revolving Loans maintained as ABR Loans hereunder. A certificate of an the Issuing Bank submitted to any L/C Participant with respect to any amounts owing under this subsection Subsection 2.6(d)(ii) (which shall include calculations of any such amounts in reasonable detail) shall be conclusive in the absence of manifest error. (iii) Whenever, at any time after an the Issuing Bank has made payment under any Letter of Credit and has received through the Administrative Agent from any L/C Participant its pro rata share of such payment in accordance with subsection 2.7(d)(iSubsection 2.6(d)(i), such the Issuing Bank receives through the Administrative Agent any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of Collateral applied thereto by the Administrative Agent or by such the Issuing Bank), or any payment of interest on account thereof, the Administrative Agent will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to such L/C Participant its pro rata share thereof prior to the end of such Business Day and otherwise the Administrative Agent will distribute such payment on the next succeeding Business Day; provided, however, that in the event that any such payment received by an the Issuing Bank through the Administrative Agent shall be required to be returned by such the Issuing Bank, such L/C Participant shall return to such the Issuing Bank through the Administrative Agent the portion thereof previously distributed by the Administrative Agent to it.

L/C Participations. (ia) Each Issuing Bank Lender irrevocably agrees to grant and hereby grants to each U.S. Facility L/C Participant or Canadian Facility L/C Participant, as applicable, and, to induce each such the Issuing Bank Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the applicable Issuing BankLender, without recourse or warranty, 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 U.S. Facility Revolving Credit Loan Commitment Percentage or Canadian Facility Commitment Percentage, as applicable (determined on the date of issuance of the relevant Letter of Credit) in such Issuing BankLender’s obligations and rights under each Letter of Credit issued or continued hereunder, the amount of each draft paid by each such Issuing Bank Lender thereunder and the obligations of the Loan Parties applicable Borrowers under this Agreement with respect thereto (although Letter of Credit fees L/C Fees and related commissions shall be payable directly to the Administrative Agent or the Canadian Agent, as applicable, for the account of the applicable Issuing Bank Lender and L/C Participants, as provided in subsection 2.7(c), 3.3 and the L/C Participants shall have no right to receive any portion of any facing fees with respect to any such Letters of Credit) and any security therefor or guaranty pertaining thereto. Each L/C Participant unconditionally and irrevocably agrees with such Issuing Bank Lender that, if a draft is paid under any Letter of Credit for which such Issuing Bank Lender is not reimbursed in full by the applicable Borrower in respect of such Letter of Credit in accordance with subsection 2.7(e)(i) (an “L/C Disbursement”3.5(a), such L/C Participant shall pay to the Administrative Agent for the account of the applicable such Issuing Bank Lender upon demand (which demand, in the case of any demand made in respect of any draft under a L/C denominated in any Designated Foreign Currency, shall not be made prior to the date that the amount of such draft shall be converted into Dollars in accordance with subsection 3.5(a)) at the Administrative Agent Office such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving U.S. Facility Commitment Percentage or Canadian Facility Commitment Percentage, as applicable, of the amount of such draft, or any part thereof, which is not so reimbursed; provided that nothing in this paragraph (a) shall relieve any such Issuing Bank Lender of any liability resulting from the gross negligence or willful misconduct of such Issuing BankLender, or otherwise affect any defense or other right that any L/C Participant may have as a result of such gross negligence or willful misconduct. All calculations of the an L/C Participants’ Revolving Commitment Percentages shall be made from time to time by the Administrative Agent, which calculations shall be conclusive absent manifest error. (iib) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of an Issuing Bank Lender on demand by such Issuing Bank Lender pursuant to subsection 2.7(d)(i3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Bank Lender under any Letter of Credit is paid to the Administrative Agent for the account of such Issuing Bank Lender within three Business Days after the date such demand is made, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Bank Lender on demand an amount equal to the product of such amount, times the daily average NYFRB Federal Funds Effective Rate (or, in the case of a Canadian Facility Lender, the interbank rate customarily charged by the Canadian Agent) during the period from and including the date such payment is required to the date on which such payment is immediately available to the Administrative Agent for the account of such Issuing BankLender, times 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 subsection 2.7(d)(i3.4(a) is not in fact made available to the Administrative Agent for the account of such Issuing Bank Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Bank Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon (with interest based on the Dollar Equivalent of any amounts denominated in Canadian Dollars or Designated Foreign Currencies) calculated from such due date at the rate per annum applicable to Revolving Credit Loans maintained as ABR Loans accruing interest at the ABR hereunder. A certificate of an Issuing Bank Lender submitted to any L/C Participant with respect to any amounts owing under this subsection 3.4(b) (which shall include calculations of any such amounts in reasonable detail) shall be conclusive in the absence of manifest error. (iiic) Whenever, at any time after an Issuing Bank Lender has made payment under any Letter of Credit and has received through the Administrative Agent from any L/C Participant its pro rata share of such payment in accordance with subsection 2.7(d)(i3.4(a), such Issuing Bank Lender receives through the Administrative Agent any payment related to such Letter of Credit (whether directly from the a Borrower in respect of such Letter of Credit or otherwise, including proceeds of Collateral applied thereto by the Administrative Agent or by such Issuing BankLender), or any payment of interest on account thereof, the Administrative Agent such Issuing Lender will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to such L/C Participant its pro rata share thereof prior to the end of such Business Day and otherwise the Administrative Agent such Issuing Lender will distribute such payment on the next succeeding Business Day; provided, however, that in the event that any such payment received by an Issuing Bank through the Administrative Agent Lender shall be required to be returned by such Issuing BankLender, such L/C Participant shall return to such Issuing Bank through the Administrative Agent Lender the portion thereof previously distributed by the Administrative Agent such Issuing Lender to it.

L/C Participations. (ia) Each Issuing Bank Letter of Credit Provider irrevocably agrees to grant and hereby grants to each L/C ParticipantCommitted Note Purchaser, and, to induce each such the Letter of Credit Provider (or the L/C Issuing Bank Bank, as applicable) to issue provide Letters of Credit hereunder, each L/C Participant Committed Note Purchaser irrevocably and unconditionally agrees to accept and purchase and hereby accepts and purchases from the applicable Letter of Credit Provider (or the L/C Issuing Bank, without recourse or warrantyas applicable), on the terms and conditions hereinafter statedset forth below, for such L/C ParticipantCommitted Note Purchaser’s own account and risk an undivided interest equal to such its Committed Note Purchaser Percentage of the related Investor Group’s Commitment Percentage of obligations and rights of the Letter of Credit Provider (or the L/C Participant’s Revolving Commitment Percentage (determined on the date of issuance of the relevant Letter of Credit) in such Issuing Bank’s obligations , as applicable) under and rights under in respect of each Letter of Credit issued or continued hereunder, the amount of each draft paid by each such Issuing Bank thereunder and the obligations of the Loan Parties under this Agreement with respect thereto (although Letter of Credit fees and commissions shall be payable directly to the Administrative Agent for the account of the applicable Issuing Bank and L/C Participants, as provided in subsection 2.7(c), hereunder and the L/C Participants shall have no right to receive any portion of any facing fees Reimbursement Amount with respect to any such Letters each draft paid or reimbursed by the Letter of Credit) and any security therefor Credit Provider (or guaranty pertaining thereto. Each the L/C Participant Issuing Bank, as applicable) in connection therewith. Subject to Section 2.06(c), each Committed Note Purchaser unconditionally and irrevocably agrees with such Issuing Bank each Letter of Credit Provider that, if a draft is paid under any Letter of Credit for which such Letter of Credit Provider (or the L/C Issuing Bank Bank, as applicable) is not reimbursed paid in full by the applicable Borrower in respect of such Letter of Credit Co-Issuers in accordance with subsection 2.7(e)(i) (an “L/C Disbursement”)the terms of this Agreement, such L/C Participant Committed Note Purchaser shall pay to the Series 2021-1 Class A-1 Administrative Agent for the account upon demand of the applicable Issuing Bank upon demand at the Administrative Agent Office Letter of Credit Provider an amount equal to such L/C Participantits Committed Note Purchaser Percentage of the related Investor Group’s Revolving Commitment Percentage of the amount of L/C Reimbursement Amount with respect to such draft, or any part thereof, which that is not so reimbursed; provided that nothing in this paragraph shall relieve any Issuing Bank of any liability resulting from the gross negligence or willful misconduct of such Issuing Bank, or otherwise affect any defense or other right that any L/C Participant may have as a result of such gross negligence or willful misconduct. All calculations of the L/C Participants’ Revolving Commitment Percentages shall be made from time to time by the Administrative Agent, which calculations shall be conclusive absent manifest errorpaid. (iib) If any amount required to be paid by any Committed Note Purchaser to the Series 2021-1 Class A-1 Administrative Agent for forwarding to the Letter of Credit Provider (or the L/C Participant to the Administrative Agent for the account of an Issuing Bank on demand by such Issuing Bank Bank, as applicable) pursuant to subsection 2.7(d)(iSection 2.08(a) in respect of any unreimbursed portion of any payment made by such the Letter of Credit Provider (or the L/C Issuing Bank Bank, as applicable) under any Letter of Credit is paid to the Series 2021-1 Class A-1 Administrative Agent for forwarding to the account Letter of such Credit Provider (or the L/C Issuing Bank Bank, as applicable) within three (3) Business Days after the date such demand payment is madedue, such L/C Participant Committed Note Purchaser shall pay to the Series 2021-1 Class A-1 Administrative Agent for forwarding to the account Letter of such Credit Provider (or the L/C Issuing Bank Bank, as applicable) on demand an amount equal to the product of (i) such amount, times (ii) the daily average NYFRB Federal Funds 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 Administrative Agent for Letter of Credit Provider (or the account of such L/C Issuing Bank, as applicable), 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 Committed Note Purchaser pursuant to subsection 2.7(d)(iSection 2.08(a) is not in fact made available to the Series 2021-1 Class A-1 Administrative Agent for the account of such Issuing Bank by such L/C Participant Committed Note Purchaser within three Business Days after the date such payment is due, such Issuing Bank the Letter of Credit Provider shall be entitled to recover from such L/C ParticipantCommitted Note Purchaser, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Revolving Loans maintained as ABR Loans hereunderBase Rate. A certificate of an Issuing Bank the Letter of Credit Provider submitted to any L/C Participant Committed Note Purchaser with respect to any amounts owing under this subsection (which shall include calculations of any such amounts in reasonable detail) shall be conclusive Section 2.08(b), in the absence of manifest error, shall be conclusive and binding on such Committed Note Purchaser. Such amounts payable under this Section 2.08(b) shall be paid without any deduction for any withholding taxes. (iiic) Whenever, at any time after an Issuing Bank payment has been made payment under any Letter of Credit and has received through the Administrative Agent from any applicable Letter of Credit Provider (or the L/C Participant Issuing Bank, as applicable) has received from any Committed Note Purchaser its pro rata share of such payment in accordance with subsection 2.7(d)(iSection 2.08(a), such Issuing Bank receives through the Series 2021-1 Class A-1 Administrative Agent or the Letter of Credit Provider (or the L/C Issuing Bank, as applicable) receives any payment related to such Letter of Credit (whether directly from the Borrower Co-Issuers or otherwise, including proceeds of Collateral collateral applied thereto by the Administrative Agent or by such Issuing Bankthereto), or any payment of interest on account thereof, the Series 2021-1 Class A-1 Administrative Agent willor the Letter of Credit Provider (or the L/C Issuing Bank, if such payment is received prior to 1:00 P.M.as applicable), New York City timeas the case may be, on a Business Day, will distribute to such L/C Participant Committed Note Purchaser its pro rata share thereof prior to the end of such Business Day and otherwise the Administrative Agent will distribute such payment on the next succeeding Business Daythereof; provided, however, that in the event that any such payment received by an Issuing Bank through the Series 2021-1 Class A-1 Administrative Agent or the Letter of Credit Provider (or the L/C Issuing Bank, as applicable), as the case may be, shall be required to be returned by such the Series 2021-1 Class A-1 Administrative Agent or the Letter of Credit Provider (or the L/C Issuing Bank, as applicable) such Committed Note Purchaser shall return to the Series 2021-1 Class A-1 Administrative Agent for the account of the Letter of Credit Provider (or the L/C Participant shall return to such Issuing Bank through the Administrative Agent Bank, as applicable) the portion thereof previously distributed by the Series 2021-1 Class A-1 Administrative Agent or Letter of Credit Provider (or the L/C Issuing Bank, as applicable), as the case may be, to it. (d) Each Committed Note Purchaser’s obligation to make the Advances referred to in Section 2.06(a) and to pay its pro rata share of any unreimbursed draft pursuant to Section 2.07(a) 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 Committed Note Purchaser or the Co-Issuers may have against the Letter of Credit Provider, any L/C Issuing Bank, the Co-Issuers 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 Article VII other than at the time the related Letter of Credit was issued; (iii) an adverse change in the condition (financial or otherwise) of the Co-Issuers; (iv) any breach of this Agreement or any other Transaction Document by the Co-Issuers or any other Person; (v) any amendment, renewal or extension of any Letter of Credit in compliance with this Agreement or with the terms of such Letter of Credit, as applicable; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

L/C Participations. (ia) Each The Issuing Bank irrevocably agrees to grant and hereby grants to each L/C ParticipantLender (other than such Issuing Bank), and, to induce each such Issuing Bank to issue Letters of Credit hereunder, each L/C Participant such Lender irrevocably agrees to accept and purchase and hereby accepts and purchases from the applicable such Issuing Bank, without recourse or warranty, on the terms and conditions hereinafter 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 Commitment Percentage (determined on the date of issuance of the relevant Letter of Credit) in such Issuing Bank’s 's obligations and rights under each Letter of Credit issued or continued hereunder, by such Issuing Bank hereunder and the amount of each draft paid by each such Issuing Bank thereunder and the obligations of the Loan Parties under this Agreement with respect thereto (although Letter of Credit fees and commissions shall be payable directly to the Administrative Agent for the account of the applicable Issuing Bank and L/C Participants, as provided in subsection 2.7(c), and the L/C Participants shall have no right to receive any portion of any facing fees with respect to any such Letters of Credit) and any security therefor or guaranty pertaining theretothereunder. Each L/C Participant such Lender unconditionally and irrevocably agrees with such the Issuing Bank that, if a draft is paid under any Letter of Credit issued by the Issuing Bank for which such the Issuing Bank is not reimbursed in full by the applicable Borrower in respect of such Letter of Credit Borrowers in accordance with subsection 2.7(e)(i) (an “L/C Disbursement”)the terms of this Agreement, such L/C Participant Lender shall pay to the Administrative Agent for the account of the applicable Issuing Bank upon demand at the Administrative Agent Office an amount equal to such L/C Participant’s Revolving Lender's Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed; provided that nothing in this paragraph shall relieve any Issuing Bank of any liability resulting from the gross negligence or willful misconduct of such Issuing Bank, or otherwise affect any defense or other right that any L/C Participant may have as a result of such gross negligence or willful misconduct. All calculations of the L/C Participants’ Revolving Commitment Percentages shall be made from time to time by the Administrative Agent, which calculations shall be conclusive absent manifest error. (iib) If any amount required to be paid by any L/C Participant Lender to the Administrative Agent for the account of an Issuing Bank on demand by such any Issuing Bank pursuant to subsection 2.7(d)(i3.6(a) in respect of any unreimbursed portion of any payment made by such the Issuing Bank under any Letter of Credit issued by the Issuing Bank is not paid to the Administrative Agent for the account of such Issuing Bank within three Business Days after the date such demand is made, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Bank on demand an amount equal to the product of such amount, times the daily average NYFRB 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 Administrative Agent for the account of such Issuing Bank, times 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 subsection 2.7(d)(i) is not in fact made available to the Administrative Agent for the account of such Issuing Bank by such L/C Participant within three Business Days after the date such payment is due, such Lender shall pay to the Issuing Bank shall be entitled to recover from such L/C Participant, on demand, such amount with demand interest thereon calculated from such due date at the rate per annum applicable to Revolving Loans maintained as ABR Loans hereunder. A certificate of an Issuing Bank submitted to any L/C Participant with respect to any amounts owing under this subsection (which shall include calculations of any such amounts set forth in reasonable detailss.2.12(b) shall be conclusive in the absence of manifest errorhereof. (iii) Whenever, at any time after an Issuing Bank has made payment under any Letter of Credit and has received through the Administrative Agent from any L/C Participant its pro rata share of such payment in accordance with subsection 2.7(d)(i), such Issuing Bank receives through the Administrative Agent any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of Collateral applied thereto by the Administrative Agent or by such Issuing Bank), or any payment of interest on account thereof, the Administrative Agent will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to such L/C Participant its pro rata share thereof prior to the end of such Business Day and otherwise the Administrative Agent will distribute such payment on the next succeeding Business Day; provided, however, that in the event that any such payment received by an Issuing Bank through the Administrative Agent shall be required to be returned by such Issuing Bank, such L/C Participant shall return to such Issuing Bank through the Administrative Agent the portion thereof previously distributed by the Administrative Agent to it.

L/C Participations. (ia) Each The L/C Provider (on its behalf and on behalf of each L/C Issuing Bank Bank) irrevocably agrees to grant and hereby grants to each L/C ParticipantCommitted Note Purchaser, and, to induce the L/C Provider to provide (or cause each such L/C Issuing Bank to issue provide) Letters of Credit hereunder, each L/C Participant Committed Note Purchaser irrevocably and unconditionally agrees to accept and purchase and hereby accepts and purchases from the applicable L/C Provider (on its behalf and on behalf of each L/C Issuing Bank, without recourse or warranty), on the terms and conditions hereinafter statedset forth below, for such L/C ParticipantCommitted Note Purchaser’s own account and risk an undivided interest equal to its Committed Note Purchaser Percentage of the related Investor Group’s Commitment Percentage of the L/C Provider’s (or such L/C Participant’s Revolving Commitment Percentage (determined on the date of issuance of the relevant Letter of Credit) in such Issuing Bank’s ’s) obligations and rights under and in respect of each Letter of Credit issued or continued hereunder, the amount of each draft paid by each such Issuing Bank thereunder and the obligations of the Loan Parties under this Agreement with respect thereto (although Letter of Credit fees and commissions shall be payable directly to the Administrative Agent for the account of the applicable Issuing Bank and L/C Participants, as provided in subsection 2.7(c), hereunder and the L/C Participants shall have no right to receive any portion of any facing fees Reimbursement Amount with respect to any such Letters of Credit) and any security therefor each draft paid or guaranty pertaining thereto. Each reimbursed by the L/C Participant Provider (or such L/C Issuing Bank) in connection therewith. Subject to Section 2.07(c), each Committed Note Purchaser unconditionally and irrevocably agrees with such the L/C Provider (on its behalf and on behalf of each L/C Issuing Bank Bank) that, if a draft is paid under any Letter of Credit for which such the L/C Provider (on its behalf and on behalf of each L/C Issuing Bank Bank) is not reimbursed paid in full by the applicable Borrower in respect of such Letter of Credit Issuer in accordance with subsection 2.7(e)(i) (an “L/C Disbursement”)the terms of this Agreement, such L/C Participant Committed Note Purchaser shall pay to the Administrative Agent for the account upon demand of the applicable Issuing Bank upon demand at the Administrative Agent Office L/C Provider an amount equal to such L/C Participantits Committed Note Purchaser Percentage of the related Investor Group’s Revolving Commitment Percentage of the amount of L/C Reimbursement Amount with respect to such draft, or any part thereof, which that is not so reimbursed; provided that nothing in this paragraph shall relieve any Issuing Bank of any liability resulting from the gross negligence or willful misconduct of such Issuing Bank, or otherwise affect any defense or other right that any L/C Participant may have as a result of such gross negligence or willful misconduct. All calculations of the L/C Participants’ Revolving Commitment Percentages shall be made from time to time by the Administrative Agent, which calculations shall be conclusive absent manifest errorpaid. (iib) If any amount required to be paid by any L/C Participant Committed Note Purchaser to the Administrative Agent for forwarding to the account of an Issuing Bank on demand by such Issuing Bank L/C Provider pursuant to subsection 2.7(d)(iSection 2.09(a) in respect of any unreimbursed portion of any payment made or reimbursed by such Issuing Bank the L/C Provider under any Letter of Credit is paid to the Administrative Agent for forwarding to the account of such Issuing Bank L/C Provider within three (3) Business Days after the date such demand payment is madedue, such L/C Participant Committed Note Purchaser shall pay to the Administrative Agent for forwarding to the account of such Issuing Bank L/C Provider on demand an amount equal to the product of (i) such amount, times (ii) the daily average NYFRB Federal Funds 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 Administrative Agent for the account of such Issuing BankL/C Provider, 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 Committed Note Purchaser pursuant to subsection 2.7(d)(iSection 2.09(a) is not in fact made available to the Administrative Agent for forwarding to the account of such Issuing Bank by such L/C Participant Provider by such Committed Note Purchaser within three Business Days after the date such payment is due, such Issuing Bank the L/C Provider shall be entitled to recover from such L/C ParticipantCommitted Note Purchaser, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Revolving Loans maintained as ABR Loans hereunderBase Rate. A certificate of an Issuing Bank the L/C Provider submitted to any L/C Participant Committed Note Purchaser with respect to any amounts owing under this subsection (which shall include calculations of any such amounts in reasonable detail) shall be conclusive Section 2.09(b), in the absence of manifest error, shall be conclusive and binding on such Committed Note Purchaser. Such amounts payable under this Section 2.09(b) shall be paid without any deduction for any withholding taxes. (iiic) Whenever, at any time after an Issuing Bank payment has been made payment under any Letter of Credit and has received through the Administrative Agent from any L/C Participant Provider has received from any Committed Note Purchaser its pro rata share of such payment in accordance with subsection 2.7(d)(iSection 2.09(a), such Issuing Bank receives through the Administrative Agent or the L/C Provider receives any payment related to such Letter of Credit (whether directly from the Borrower Issuer or otherwise, including proceeds of Collateral collateral applied thereto by the Administrative Agent or by such Issuing BankL/C Provider), or any payment of interest on account thereof, the Administrative Agent willor the L/C Provider, if such payment is received prior to 1:00 P.M.as the case may be, New York City time, on a Business Day, will distribute to such L/C Participant Committed Note Purchaser its pro rata share thereof prior to the end of such Business Day and otherwise the Administrative Agent will distribute such payment on the next succeeding Business Daythereof; provided, however, that in the event that any such payment received by an Issuing Bank through the Administrative Agent or the L/C Provider, as the case may be, shall be required to be returned by such Issuing Bank, such the Administrative Agent or the L/C Participant Provider, such Committed Note Purchaser shall return to such Issuing Bank through the Administrative Agent for the account of the L/C Provider the portion thereof previously distributed by the Administrative Agent or the L/C Provider, as the case may be, to it. (d) Each Committed Note Purchaser’s obligation to make the Advances referred to in Section 2.08(a) and to pay its pro rata share of any unreimbursed draft pursuant to Section 2.09(a) 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 Committed Note Purchaser or the Issuer may have against the L/C Provider, any L/C Issuing Bank, the Issuer 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 Article VII other than at the time the related Letter of Credit was issued; (iii) an adverse change in the condition (financial or otherwise) of the Issuer; (iv) any breach of this Agreement or any other Indenture Document by the Issuer or any other Person; (v) any amendment, renewal or extension of any Letter of Credit in compliance with this Agreement or with the terms of such Letter of Credit, as applicable; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

L/C Participations. (ia) Each Issuing Bank Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each such Issuing Bank Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the applicable Issuing BankLender, without recourse or warranty, 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 Tranche A Commitment Percentage (determined on the date of issuance of the relevant Letter of Credit) in such Issuing BankLender’s obligations and rights under each Letter of Credit issued or continued hereunderhereunder (including, without limitation, each Letter of Credit outstanding on the Maturity Date), the amount of each draft paid by each such Issuing Bank Lender thereunder and the obligations of the Loan Parties under this Agreement with respect thereto (although Letter of Credit fees and commissions commissions, including the L/C Fees, shall be payable directly to the Administrative Agent for the account of the applicable such Issuing Bank Lender and L/C Participants, as provided in subsection 2.7(c)3.3, and the L/C Participants shall have no right to receive any portion of any facing fees with respect to any such Letters of Credit) and any security therefor or guaranty pertaining thereto. Each L/C Participant unconditionally and irrevocably agrees with such the applicable Issuing Bank Lender that, if a draft is paid under any Letter of Credit for which such Issuing Bank Lender is not reimbursed in full by the applicable Borrower in respect of such Letter of Credit in accordance with subsection 2.7(e)(i) (an “L/C Disbursement”3.5(a), such L/C Participant shall pay to the Administrative Agent for the account of the applicable Issuing Bank Lender upon demand at the Administrative Agent Office Agent’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Tranche A Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed; provided that nothing in this paragraph shall relieve any such Issuing Bank Lender of any liability resulting from the gross negligence or willful misconduct of such Issuing BankLender, or otherwise affect any defense or other right that any L/C Participant may have as a result of such gross negligence or willful misconduct. All calculations of the L/C Participants’ Revolving Tranche A Commitment Percentages shall be made from time to time by the Administrative Agent, which calculations shall be conclusive absent manifest error. (iib) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of an such Issuing Bank Lender on demand by such Issuing Bank Lender pursuant to subsection 2.7(d)(i3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Bank Lender under any Letter of Credit is paid to the Administrative Agent for the account of such Issuing Bank Lender within three Business Days after the date such demand is made, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Bank Lender on demand an amount equal to the product of such amount, times the daily average NYFRB 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 the Administrative Agent for the account of such Issuing BankLender, times 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 subsection 2.7(d)(i3.4(a) is not in fact made available to the Administrative Agent for the account of such Issuing Bank Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Bank Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon (with interest based on the Dollar Equivalent of any amounts denominated in Canadian Dollars) calculated from such due date at the rate per annum applicable to Tranche A Revolving Loans Credit Loans, as applicable, maintained as ABR Loans accruing interest at the ABR hereunder. A certificate of an such Issuing Bank Lender submitted to any L/C Participant with respect to any amounts owing under this subsection 3.4 (which shall include calculations of any such amounts in reasonable detail) shall be conclusive in the absence of manifest error. (iiic) Whenever, at any time after an the applicable Issuing Bank Lender has made payment under any Letter of Credit and has received through the Administrative Agent from any L/C Participant its pro rata share of such payment in accordance with subsection 2.7(d)(i3.4(a), such Issuing Bank Lender receives through the Administrative Agent Agent, any payment related to such Letter of Credit (whether directly from the applicable Borrower in respect of such Letter of Credit or otherwise, including proceeds of Collateral applied thereto by the Administrative Agent or by such Issuing BankLender), or any payment of interest on account thereof, the Administrative Agent will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to such L/C Participant its pro rata share thereof prior to the end of such Business Day and otherwise the Administrative Agent will distribute such payment on the next succeeding Business Day; provided, however, that in the event that any such payment received by an the Issuing Bank Lender through the Administrative Agent shall be required to be returned by such Issuing BankLender, such L/C Participant shall return to such Issuing Bank Lender through the Administrative Agent the portion thereof previously distributed by the Administrative Agent to it.

L/C Participations. (i) Each The Issuing Bank Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each such the Issuing Bank Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the applicable Issuing BankLender, without recourse or warranty, 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 Commitment Percentage (determined on the date of issuance of the relevant Letter of Credit) in such the Issuing BankLender’s obligations and rights under each Letter of Credit issued or continued hereunder, the amount of each draft paid by each such the Issuing Bank Lender thereunder and the obligations of the Loan Parties under this Agreement with respect thereto (although Letter of Credit fees and commissions shall be payable directly to the Administrative Agent for the account of the applicable Issuing Bank Lender and L/C Participants, as provided in subsection 2.7(c2.9(c), and the L/C Participants shall have no right to receive any portion of any facing fees with respect to any such Letters of Credit) and any security therefor or guaranty pertaining thereto. Each L/C Participant unconditionally and irrevocably agrees with such the Issuing Bank Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Bank Lender is not reimbursed in full by the applicable Borrower in respect of such Letter of Credit in accordance with subsection 2.7(e)(i) (an “L/C Disbursement”2.9(e)(i), such L/C Participant shall pay to the Administrative Agent for the account of the applicable Issuing Bank Lender upon demand at the Administrative Agent Office Agent’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed; provided that nothing in this paragraph shall relieve any the Issuing Bank Lender of any liability resulting from the gross negligence or willful misconduct of such the Issuing BankLender, or otherwise affect any defense or other right that any L/C Participant may have as a result of such gross negligence or willful misconduct. All calculations of the L/C Participants’ Revolving Commitment Percentages shall be made from time to time by the Administrative Agent, which calculations shall be conclusive absent manifest error. (ii) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of an the Issuing Bank Lender on demand by such the Issuing Bank Lender pursuant to subsection 2.7(d)(i2.9(d)(i) in respect of any unreimbursed portion of any payment made by such the Issuing Bank Lender under any Letter of Credit is paid to the Administrative Agent for the account of such the Issuing Bank Lender within three Business Days after the date such demand is made, such L/C Participant shall pay to the Administrative Agent for the account of such the Issuing Bank Lender on demand an amount equal to the product of such amount, times the daily average NYFRB 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 the Administrative Agent for the account of such the Issuing BankLender, times 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 subsection 2.7(d)(i2.9(d)(i) is not in fact made available to the Administrative Agent for the account of such the Issuing Bank Lender by such L/C Participant within three Business Days after the date such payment is due, such the Issuing Bank 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 Revolving Loans maintained as ABR Loans hereunder. A certificate of an the Issuing Bank Lender submitted to any L/C Participant with respect to any amounts owing under this subsection (which shall include calculations of any such amounts in reasonable detail) shall be conclusive in the absence of manifest error. (iii) Whenever, at any time after an the Issuing Bank Lender has made payment under any Letter of Credit and has received through the Administrative Agent from any L/C Participant its pro rata share of such payment in accordance with subsection 2.7(d)(i2.9(d)(i), such the Issuing Bank Lender receives through the Administrative Agent any payment related to such Letter of Credit (whether directly from the Borrower in respect of such Letter of Credit or otherwise, including proceeds of Collateral applied thereto by the Administrative Agent or by such the Issuing BankLender), or any payment of interest on account thereof, the Administrative Agent will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to such L/C Participant its pro rata share thereof prior to the end of such Business Day and otherwise the Administrative Agent will distribute such payment on the next succeeding Business Day; provided, however, that in the event that any such payment received by an the Issuing Bank Lender through the Administrative Agent shall be required to be returned by such the Issuing BankLender, such L/C Participant shall return to such the Issuing Bank Lender through the Administrative Agent the portion thereof previously distributed by the Administrative Agent to it.

L/C Participations. (i) Each The Issuing Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each such the Issuing Bank to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the applicable Issuing Bank, without recourse or warranty, 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 Commitment Percentage (determined on the date of issuance of the relevant Letter of Credit) in such the Issuing Bank’s obligations and rights under each Letter of Credit issued or continued hereunder, the amount of each draft paid by each such the Issuing Bank thereunder and the obligations of the Loan Parties under this Agreement with respect thereto (although Letter of Credit fees and commissions shall be payable directly to the Administrative Agent for the account of the applicable Issuing Bank and L/C Participants, as provided in subsection 2.7(cSubsection 2.6(c), and the L/C Participants shall have no right to receive any portion of any facing fees with respect to any such Letters of Credit) and any security therefor or guaranty pertaining thereto. Each L/C Participant unconditionally and irrevocably agrees with such the Issuing Bank that, if a draft is paid under any Letter of Credit for which such the Issuing Bank is not reimbursed in full by the applicable Borrower in respect of such Letter of Credit in accordance with subsection 2.7(e)(iSubsection 2.6(e)(i) (an “L/C Disbursement”), such L/C Participant shall pay to the Administrative Agent for the account of the applicable Issuing Bank upon demand (which demand, in the case of any demand made in respect of any draft under a Letter of Credit denominated in any Designated Currency, shall not be made prior to the date that the amount of such draft shall be converted into Euro in accordance with Subsection 2.6(e)(i)) at the Administrative Agent Office Agent’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed; provided that nothing in this paragraph shall relieve any the Issuing Bank of any liability resulting from the bad faith, gross negligence or willful misconduct of such the Issuing Bank, or otherwise affect any defense or other right that any L/C Participant may have as a result of such bad faith, gross negligence or willful misconduct. All calculations of the L/C Participants’ Revolving Commitment Percentages shall be made from time to time by the Administrative Agent, which calculations shall be conclusive absent manifest error. (ii) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of an the Issuing Bank on demand by such the Issuing Bank pursuant to subsection 2.7(d)(iSubsection 2.6(d)(i) in respect of any unreimbursed portion of any payment made by such the Issuing Bank under any Letter of Credit is paid to the Administrative Agent for the account of such the Issuing Bank within three Business Days after the date such demand is made, such L/C Participant shall pay to the Administrative Agent for the account of such the Issuing Bank on demand an amount equal to the product of such amount, times the daily average NYFRB 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 the Administrative Agent for the account of such the Issuing Bank, times 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 subsection 2.7(d)(iSubsection 2.6(d)(i) is not in fact made available to the Administrative Agent for the account of such the Issuing Bank by such L/C Participant within three Business Days after the date such payment is due, such the Issuing Bank shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon (with interest based on the Euro Equivalent of any amounts denominated in Designated Currencies) calculated from such due date at the rate per annum applicable to Revolving Loans maintained as ABR Loans hereunder. A certificate of an the Issuing Bank submitted to any L/C Participant with respect to any amounts owing under this subsection Subsection 2.6(d)(ii) (which shall include calculations of any such amounts in reasonable detail) shall be conclusive in the absence of manifest error. (iii) Whenever, at any time after an the Issuing Bank has made payment under any Letter of Credit and has received through the Administrative Agent from any L/C Participant its pro rata share of such payment in accordance with subsection 2.7(d)(iSubsection 2.6(d)(i), such the Issuing Bank receives through the Administrative Agent any payment related to such Letter of Credit (whether directly from the a Borrower or otherwise, including proceeds of Collateral applied thereto by the Administrative Agent or by such the Issuing Bank), or any payment of interest on account thereof, the Administrative Agent will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to such L/C Participant its pro rata share thereof prior to the end of such Business Day and otherwise the Administrative Agent will distribute such payment on the next succeeding Business Day; provided, however, that in the event that any such payment received by an the Issuing Bank through the Administrative Agent shall be required to be returned by such the Issuing Bank, such L/C Participant shall return to such the Issuing Bank through the Administrative Agent the portion thereof previously distributed by the Administrative Agent to it.

L/C Participations. (i) Each The Issuing Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each such the Issuing Bank to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the applicable Issuing Bank, without recourse or warranty, 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 Commitment Percentage (determined on the date of issuance of the relevant Letter of Credit) in such the Issuing Bank’s obligations and rights under each Letter of Credit issued or continued hereunder, the amount of each draft paid by each such the Issuing Bank thereunder and the obligations of the Loan Parties under this Agreement with respect thereto (although Letter of Credit fees and commissions shall be payable directly to the Administrative Agent for the account of the applicable Issuing Bank and L/C Participants, as provided in subsection 2.7(c2.6(c), and the L/C Participants shall have no right to receive any portion of any facing fees with respect to any such Letters of Credit) and any security therefor or guaranty pertaining thereto. Each L/C Participant unconditionally and irrevocably agrees with such the Issuing Bank that, if a draft is paid under any Letter of Credit for which such the Issuing Bank is not reimbursed in full by the applicable Borrower in respect of such Letter of Credit in accordance with subsection 2.7(e)(i) (an “L/C Disbursement”2.6(e)(i), such L/C Participant shall pay to the Administrative Agent for the account of the applicable Issuing Bank upon demand (which demand, in the case of any demand made in respect of any draft under a Letter of Credit denominated in any L/C Designated Foreign Currency, shall not be made prior to the date that the amount of such draft shall be converted into Dollars in accordance with subsection 2.6(e)(i)) at the Administrative Agent Office Agent’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed; provided that nothing in this paragraph shall relieve any the Issuing Bank of any liability resulting from the gross negligence or willful misconduct of such the Issuing Bank, or otherwise affect any defense or other right that any L/C Participant may have as a result of such gross negligence or willful misconduct. All calculations of the L/C Participants’ Revolving Commitment Percentages shall be made from time to time by the Administrative Agent, which calculations shall be conclusive absent manifest error. (ii) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of an the Issuing Bank on demand by such the Issuing Bank pursuant to subsection 2.7(d)(i2.6(d)(i) in respect of any unreimbursed portion of any payment made by such the Issuing Bank under any Letter of Credit is paid to the Administrative Agent for the account of such the Issuing Bank within three Business Days after the date such demand is made, such L/C Participant shall pay to the Administrative Agent for the account of such the Issuing Bank on demand an amount equal to the product of such amount, times the daily average NYFRB 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 the Administrative Agent for the account of such the Issuing Bank, times 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 subsection 2.7(d)(i2.6(d)(i) is not in fact made available to the Administrative Agent for the account of such the Issuing Bank by such L/C Participant within three Business Days after the date such payment is due, such the Issuing Bank shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon (with interest based on the Dollar Equivalent of any amounts denominated in Designated Foreign Currencies) calculated from such due date at the rate per annum applicable to Revolving Loans maintained as ABR Loans hereunder. A certificate of an the Issuing Bank submitted to any L/C Participant with respect to any amounts owing under this subsection (which shall include calculations of any such amounts in reasonable detail) shall be conclusive in the absence of manifest error. (iii) Whenever, at any time after an the Issuing Bank has made payment under any Letter of Credit and has received through the Administrative Agent from any L/C Participant its pro rata share of such payment in accordance with subsection 2.7(d)(i2.6(d)(i), such the Issuing Bank receives through the Administrative Agent any payment related to such Letter of Credit (whether directly from the applicable Borrower in respect of such Letter of Credit or otherwise, including proceeds of Collateral applied thereto by the Administrative Agent or by such the Issuing Bank), or any payment of interest on account thereof, the Administrative Agent will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to such L/C Participant its pro rata share thereof prior to the end of such Business Day and otherwise the Administrative Agent will distribute such payment on the next succeeding Business Day; provided, however, that in the event that any such payment received by an the Issuing Bank through the Administrative Agent shall be required to be returned by such the Issuing Bank, such L/C Participant shall return to such the Issuing Bank through the Administrative Agent the portion thereof previously distributed by the Administrative Agent to it.

L/C Participations. (i) Each Issuing Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each such Issuing Bank to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the applicable Issuing Bank, without recourse or warranty, 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 Commitment Percentage (determined on the date of issuance of the relevant Letter of Credit) in such Issuing Bank’s obligations and rights under each Letter of Credit issued or continued hereunder, the amount of each draft paid by each such Issuing Bank thereunder and the obligations of the Loan Parties under this Agreement with respect thereto (although Letter of Credit fees and commissions shall be payable directly to the applicable Issuing Bank and to the Administrative Agent for the account of the applicable Issuing Bank and L/C Participants, as provided in subsection 2.7(c), and the L/C Participants shall have no right to receive any portion of any facing fees with respect to any such Letters of Credit) and any security therefor or guaranty pertaining thereto. Each L/C Participant unconditionally and irrevocably agrees with such Issuing Bank that, if a draft is paid under any Letter of Credit for which such Issuing Bank is not reimbursed in full by the applicable Borrower in respect of such Letter of Credit in accordance with subsection 2.7(e)(i) (an “L/C Disbursement”), such L/C Participant shall pay to the Administrative Agent for the account of the applicable Issuing Bank upon demand at the Administrative Agent Office Agent’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed; provided that nothing in this paragraph shall relieve any Issuing Bank of any liability resulting from the bad faith, gross negligence or willful misconduct of such Issuing Bank, or otherwise affect any defense or other right that any L/C Participant may have as a result of such bad faith, gross negligence or willful misconduct. All calculations of the L/C Participants’ Revolving Commitment Percentages shall be made from time to time by the Administrative Agent, which calculations shall be conclusive absent manifest error. (ii) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of an Issuing Bank on demand by such Issuing Bank pursuant to subsection 2.7(d)(i) in respect of any unreimbursed portion of any payment made by such Issuing Bank under any Letter of Credit is paid to the Administrative Agent for the account of such Issuing Bank within three Business Days after the date such demand is made, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Bank on demand an amount equal to the product of such amount, times the daily average NYFRB 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 the Administrative Agent for the account of such Issuing Bank, times 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 subsection 2.7(d)(i) is not in fact made available to the Administrative Agent for the account of such Issuing Bank by such L/C Participant within three Business Days after the date such payment is due, such Issuing Bank 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 Revolving Loans maintained as ABR Loans hereunder. A certificate of an Issuing Bank submitted to any L/C Participant with respect to any amounts owing under this subsection (which shall include calculations of any such amounts in reasonable detail) shall be conclusive in the absence of manifest error. (iii) Whenever, at any time after an Issuing Bank has made payment under any Letter of Credit and has received through the Administrative Agent from any L/C Participant its pro rata share of such payment in accordance with subsection 2.7(d)(i), such Issuing Bank receives through the Administrative Agent any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of Collateral applied thereto by the Administrative Agent or by such Issuing Bank), or any payment of interest on account thereof, the Administrative Agent will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to such L/C Participant its pro rata share thereof prior to the end of such Business Day and otherwise the Administrative Agent will distribute such payment on the next succeeding Business Day; provided, however, that in the event that any such payment received by an Issuing Bank through the Administrative Agent shall be required to be returned by such Issuing Bank, such L/C Participant shall return to such Issuing Bank through the Administrative Agent the portion thereof previously distributed by the Administrative Agent to it.

L/C Participations. (ia) Each Issuing Bank Lender irrevocably agrees to grant and hereby grants to each U.S. Facility L/C Participant or Canadian Facility L/C Participant, as applicable, and, to induce each such Issuing Bank Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the applicable Issuing BankLender, without recourse or warranty, 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 U.S. Facility Commitment Percentage or Canadian Facility Commitment Percentage, as applicable (determined on the date of issuance of the relevant Letter of Credit) in such Issuing BankLender’s obligations and rights under each Letter of Credit issued or continued hereunderhereunder (including, without limitation, each Letter of Credit outstanding on the Maturity Date), the amount of each draft paid by each such Issuing Bank Lender thereunder and the obligations of the Loan Parties under this Agreement with respect thereto (although Letter of Credit fees and commissions commissions, including the L/C Fees, shall be payable directly to the Administrative Agent or the Canadian Agent, as applicable, for the account of the applicable such Issuing Bank Lender and L/C Participants, as provided in subsection 2.7(c)3.3, and the L/C Participants shall have no right to receive any portion of any facing fees with respect to any such Letters of Credit) and any security therefor or guaranty pertaining thereto. Each L/C Participant unconditionally and irrevocably agrees with such the applicable Issuing Bank Lender that, if a draft is paid under any Letter of Credit for which such Issuing Bank Lender is not reimbursed in full by the applicable Borrower in respect of such Letter of Credit in accordance with subsection 2.7(e)(i) (an “L/C Disbursement”3.5(a), such L/C Participant shall pay to the Administrative Agent or the Canadian Agent, as applicable, for the account of the applicable Issuing Bank Lender upon demand at the Administrative Agent Office Agent’s or the Canadian Agent’s, as applicable, address for notices specified herein an amount equal to such L/C Participant’s Revolving U.S. Facility Commitment Percentage or Canadian Facility Commitment Percentage, as applicable, of the amount of such draft, or any part thereof, which is not so reimbursed; provided that nothing in this paragraph shall relieve any such Issuing Bank Lender of any liability resulting from the gross negligence or willful misconduct of such Issuing BankLender, or otherwise affect any defense or other right that any L/C Participant may have as a result of such gross negligence or willful misconduct. All calculations of the L/C Participants’ Revolving U.S. Facility Commitment Percentages and Canadian Facility Commitment Percentages shall be made from time to time by the Administrative Agent and Canadian Agent, as applicable, which calculations shall be conclusive absent manifest error. (iib) If any amount required to be paid by any L/C Participant to the Administrative Agent or the Canadian Agent, as applicable, for the account of an such Issuing Bank Lender on demand by such Issuing Bank Lender pursuant to subsection 2.7(d)(i3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Bank Lender under any Letter of Credit is paid to the Administrative Agent or the Canadian Agent, as applicable, for the account of such Issuing Bank Lender within three Business Days after the date such demand is made, such L/C Participant shall pay to the Administrative Agent or the Canadian Agent, as applicable, for the account of such Issuing Bank Lender on demand an amount equal to the product of such amount, times the daily average NYFRB Federal Funds Effective Rate (or, in the case of a Canadian Facility Lender, the interbank rate customarily charged by the Canadian Agent) during the period from and including the date such payment is required to the date on which such payment is immediately available to the Administrative Agent or the Canadian Agent, as applicable, for the account of such Issuing BankLender, times 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 subsection 2.7(d)(i3.4(a) is not in fact made available to the Administrative Agent or the Canadian Agent, as applicable, for the account of such Issuing Bank Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Bank Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon (with interest based on the Dollar Equivalent of any amounts denominated in Canadian Dollars) calculated from such due date at the rate per annum applicable to Revolving Credit Loans maintained as ABR Loans accruing interest at the ABR hereunder. A certificate of an such Issuing Bank Lender submitted to any L/C Participant with respect to any amounts owing under this subsection (which shall include calculations of any such amounts in reasonable detail) shall be conclusive in the absence of manifest error. (iiic) Whenever, at any time after an the applicable Issuing Bank Lender has made payment under any Letter of Credit and has received through the Administrative Agent or the Canadian Agent, as applicable, from any L/C Participant its pro rata share of such payment in accordance with subsection 2.7(d)(i), such Issuing Bank receives through the Administrative Agent any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of Collateral applied thereto by the Administrative Agent or by such Issuing Bank), or any payment of interest on account thereof, the Administrative Agent will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to such L/C Participant its pro rata share thereof prior to the end of such Business Day and otherwise the Administrative Agent will distribute such payment on the next succeeding Business Day; provided, however, that in the event that any such payment received by an Issuing Bank through the Administrative Agent shall be required to be returned by such Issuing Bank, such L/C Participant shall return to such Issuing Bank through the Administrative Agent the portion thereof previously distributed by the Administrative Agent to it.subsection

L/C Participations. (ia) Each Issuing Bank Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each such Issuing Bank Lender to issue Issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the applicable such Issuing Bank, without recourse or warrantyLender, on the terms and conditions hereinafter statedset forth below, 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 each Issuing BankLender’s obligations and rights under and in respect of each Letter of Credit issued or continued hereunder, Issued by such Issuing Lender hereunder and the amount of each draft paid by each such Issuing Bank thereunder and Lender thereunder. (b) At any time after the obligations of the Loan Parties Issuing Lender has made a payment under this Agreement with respect thereto (although any Letter of Credit fees and commissions shall be payable directly to has received from any Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.11, if the Administrative Agent receives for the account of the applicable Issuing Bank and L/C Participants, as provided in subsection 2.7(c), and the L/C Participants shall have no right to receive Lender any portion of any facing fees with respect to any such Letters of Credit) and any security therefor or guaranty pertaining thereto. Each L/C Participant unconditionally and irrevocably agrees with such Issuing Bank that, if a draft is paid under any Letter of Credit for which such Issuing Bank is not reimbursed in full by the applicable Borrower payment in respect of such Letter the related Unreimbursed Amount or interest thereon (whether directly from Monster Worldwide or otherwise, including proceeds of Credit in accordance with subsection 2.7(e)(i) (an “L/C Disbursement”), such L/C Participant shall pay to the Administrative Agent for the account of the applicable Issuing Bank upon demand at the Administrative Agent Office an amount equal to such L/C Participant’s Revolving Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed; provided that nothing in this paragraph shall relieve any Issuing Bank of any liability resulting from the gross negligence or willful misconduct of such Issuing Bank, or otherwise affect any defense or other right that any L/C Participant may have as a result of such gross negligence or willful misconduct. All calculations of the L/C Participants’ Revolving Commitment Percentages shall be made from time to time Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Aggregate Exposure Percentage thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which calculations shall be conclusive absent manifest errorsuch Lender’s L/C Advance was outstanding) in Dollars and in the same funds as those received by the Administrative Agent. (iic) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of an Issuing Bank on demand by such Issuing Bank Lender pursuant to subsection 2.7(d)(iSection 2.10(a) in respect of any unreimbursed portion of any payment made by such Issuing Bank Lender under any Letter of Credit is paid to the Administrative Agent for the account of such Issuing Bank Lender within three Business Days after the date such demand payment is madedue, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Bank Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average NYFRB 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 the Administrative Agent for the account of such Issuing BankLender, times (iii) a fraction the numerator of which is the number of days that elapse elapsed 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 subsection 2.7(d)(iSection 2.10(a) is not in fact made available to the Administrative Agent for the account of such the relevant Issuing Bank Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Bank 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 Base Rate Loans under the Revolving Loans maintained as ABR Loans hereunderFacility. A certificate of an such Issuing Bank Lender submitted to any L/C Participant with respect to any amounts owing under this subsection (which shall include calculations of any such amounts in reasonable detail) Section shall be conclusive in the absence of manifest error. (iiid) Whenever, at any time after an Issuing Bank Lender has made payment under any Letter of Credit and has received through the Administrative Agent from any L/C Participant its pro rata share of such payment in accordance with subsection 2.7(d)(iSection 2.10(a), such Issuing Bank receives through the Administrative Agent receives any payment related to such Letter of Credit (whether directly from the Borrower Monster Worldwide or otherwise, including proceeds of Collateral applied thereto by the Administrative Agent or by such Issuing BankLender), or any payment of interest on account thereof, the Administrative Agent will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, will distribute to such L/C Participant its pro rata share thereof prior to the end of such Business Day and otherwise the Administrative Agent will distribute such payment on the next succeeding Business Daythereof; provided, however, that in the event that any such payment received by an Issuing Bank through the Administrative Agent shall be required to be returned by such Issuing Bankthe Administrative Agent, such L/C Participant shall return to such Issuing Bank through the Administrative Agent for the account of such Issuing Lender the portion thereof previously distributed by the Administrative Agent to it. (e) Each L/C Participant’s obligation to purchase participating interests pursuant to Section 2.10(b) 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 or Monster Worldwide may have against any Issuing Lender, Monster Worldwide 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 7; (iii) any adverse change in the condition (financial or otherwise) of each 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) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing, provided, however, that no L/C Participant shall be required to purchase participations pursuant to this Section 2.10 if, as a result thereof, its Revolving Extensions of Credit will exceed its Commitment then in effect or in effect immediately preceding its termination.

L/C Participations. (ia) Each Issuing Bank Lender irrevocably agrees to grant and hereby grants to each U.S. Facility L/C Participant or Canadian Facility L/C Participant, as applicable, and, to induce each such the Issuing Bank Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the applicable Issuing BankLender, without recourse or warranty, 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 U. S. Facility Revolving Credit Loan Commitment Percentage or Canadian Facility Commitment Percentage, as applicable, (determined on the date of issuance of the relevant Letter of Credit) in such Issuing BankLender’s obligations and rights under each Letter of Credit issued or continued hereunder, the amount of each draft paid by each such Issuing Bank Lender thereunder and the obligations of the Loan Parties applicable Borrowers under this Agreement with respect thereto (although Letter of Credit fees L/C Fees and related commissions shall be payable directly to the Administrative Agent or the Canadian Agent, as applicable, for the account of the applicable Issuing Bank Lender and L/C Participants, as provided in subsection 2.7(c), Section 3.3 and the L/C Participants shall have no right to receive any portion of any facing fees with respect to any such Letters of Credit) and any security therefor or guaranty pertaining thereto. Each L/C Participant unconditionally and irrevocably agrees with such Issuing Bank Lender that, if a draft is paid under any Letter of Credit for which such Issuing Bank Lender is not reimbursed in full by the applicable Borrower in respect of such Letter of Credit in accordance with subsection 2.7(e)(i) (an “L/C Disbursement”), such L/C Participant shall pay to the Administrative Agent for the account of the applicable Issuing Bank upon demand at the Administrative Agent Office an amount equal to such L/C Participant’s Revolving Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed; provided that nothing in this paragraph shall relieve any Issuing Bank of any liability resulting from the gross negligence or willful misconduct of such Issuing Bank, or otherwise affect any defense or other right that any L/C Participant may have as a result of such gross negligence or willful misconduct. All calculations of the L/C Participants’ Revolving Commitment Percentages shall be made from time to time by the Administrative Agent, which calculations shall be conclusive absent manifest error. (ii) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of an Issuing Bank on demand by such Issuing Bank pursuant to subsection 2.7(d)(i) in respect of any unreimbursed portion of any payment made by such Issuing Bank under any Letter of Credit is paid to the Administrative Agent for the account of such Issuing Bank within three Business Days after the date such demand is made, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Bank on demand an amount equal to the product of such amount, times the daily average NYFRB 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 Administrative Agent for the account of such Issuing Bank, times 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 subsection 2.7(d)(i) is not in fact made available to the Administrative Agent for the account of such Issuing Bank by such L/C Participant within three Business Days after the date such payment is due, such Issuing Bank 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 Revolving Loans maintained as ABR Loans hereunder. A certificate of an Issuing Bank submitted to any L/C Participant with respect to any amounts owing under this subsection (which shall include calculations of any such amounts in reasonable detail) shall be conclusive in the absence of manifest error. (iii) Whenever, at any time after an Issuing Bank has made payment under any Letter of Credit and has received through the Administrative Agent from any L/C Participant its pro rata share of such payment in accordance with subsection 2.7(d)(i), such Issuing Bank receives through the Administrative Agent any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of Collateral applied thereto by the Administrative Agent or by such Issuing Bank), or any payment of interest on account thereof, the Administrative Agent will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to such L/C Participant its pro rata share thereof prior to the end of such Business Day and otherwise the Administrative Agent will distribute such payment on the next succeeding Business Day; provided, however, that in the event that any such payment received by an Issuing Bank through the Administrative Agent shall be required to be returned by such Issuing Bank, such L/C Participant shall return to such Issuing Bank through the Administrative Agent the portion thereof previously distributed by the Administrative Agent to it.with

L/C Participations. (ia) Each The Issuing Bank irrevocably agrees to grant and hereby grants to each L/C ParticipantBank, and, and to induce each such the Issuing Bank to issue Letters of Credit hereunder, each L/C Participant Bank irrevocably agrees to accept and purchase and hereby accepts and purchases from the applicable Issuing Bank, without recourse or warranty, on the terms and conditions hereinafter stated, for such L/C Participant’s Bank's own account and risk an undivided interest equal to such L/C Participant’s Revolving Bank's Working Capital Commitment Percentage (determined on in the date of issuance of the relevant Letter of Credit) in such Issuing Bank’s 's obligations and rights under each Letter of Credit issued or continued hereunder, hereunder and the amount of each draft paid by each such the Issuing Bank thereunder and the obligations of the Loan Parties under this Agreement with respect thereto (although such Letter of Credit fees and commissions shall be payable directly to the Administrative Agent for the account of the applicable Issuing Bank and L/C Participants, as provided in subsection 2.7(c), and the L/C Participants shall have no right to receive any portion of any facing fees with respect to any such Letters of Credit) and any security therefor or guaranty pertaining thereto. Each L/C Participant Bank unconditionally and irrevocably agrees with such the Issuing Bank that, if a draft is paid under any Letter of Credit for which such the Issuing Bank is not reimbursed in full by the applicable Borrower in respect of such Letter of Credit Borrowers in accordance with subsection 2.7(e)(i) (an “L/C Disbursement”)the terms of this Agreement, such L/C Participant Bank shall pay to the Administrative Agent for the account of the applicable Issuing Bank upon demand at the Administrative Agent Office Issuing Bank's address for notices specified in subsection 10.12 an amount equal to such L/C Participant’s Revolving Bank's Working Capital Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed; provided that nothing in this paragraph shall relieve any Issuing Bank of any liability resulting from the gross negligence or willful misconduct of such Issuing Bank, or otherwise affect any defense or other right that any L/C Participant may have as a result of such gross negligence or willful misconduct. All calculations of the L/C Participants’ Revolving Commitment Percentages shall be made from time to time by the Administrative Agent, which calculations shall be conclusive absent manifest error. (ii) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of an Issuing Bank on demand by such Issuing Bank pursuant to subsection 2.7(d)(i) in respect of any unreimbursed portion of any payment made by such Issuing Bank under any Letter of Credit is paid to the Administrative Agent for the account of such Issuing Bank within three Business Days after the date such demand is made, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Bank on demand an amount equal to the product of such amount, times the daily average NYFRB 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 Administrative Agent for the account of such Issuing Bank, times 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 subsection 2.7(d)(i) is not in fact made available to the Administrative Agent for the account of such Issuing Bank by such L/C Participant within three Business Days after the date such payment is due, such Issuing Bank 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 Revolving Loans maintained as ABR Loans hereunder. A certificate of an Issuing Bank submitted to any L/C Participant with respect to any amounts owing under this subsection (which shall include calculations of any such amounts in reasonable detail) shall be conclusive in the absence of manifest error. (iiib) Whenever, at any time after an the Issuing Bank has made payment under any Letter of Credit and has received through the Administrative Agent from any L/C Participant Bank its pro rata share of such payment in accordance with subsection 2.7(d)(i2.1.14(a), such the Issuing Bank receives through the Administrative Agent any payment related to such Letter of Credit (whether directly from the Borrower Borrowers or otherwise, including proceeds of Collateral applied thereto by the Administrative Agent or by such Issuing Bank), or any payment of interest on account thereof, the Administrative Agent will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, Issuing Bank will distribute to such L/C Participant Bank its pro rata share thereof prior to the end of such Business Day and otherwise the Administrative Agent will distribute such payment on the next succeeding Business Daythereof; provided, however, that in the event that if any such payment received by an the Issuing Bank through the Administrative Agent shall be required to be returned by such the Issuing Bank, such L/C Participant each Bank shall return to such the Issuing Bank through the Administrative Agent the portion thereof previously distributed by the Administrative Agent Issuing Bank to itsuch Bank.

L/C Participations. (i) Each Issuing Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each such Issuing Bank to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the applicable Issuing Bank, without recourse or warranty, 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 Commitment Percentage (determined on the date of issuance of the relevant Letter of Credit) in such Issuing Bank’s obligations and rights under each Letter of Credit issued or continued hereunder, the amount of each draft paid by each such Issuing Bank thereunder and the obligations of the Loan Parties under this Agreement with respect thereto (although Letter of Credit fees and commissions shall be payable directly to the Administrative Agent for the account of the applicable Issuing Bank and L/C Participants, as provided in subsection 2.7(c), and the L/C Participants shall have no right to receive any portion of any facing fees with respect to any such Letters of Credit) and any security therefor or guaranty pertaining thereto. Each L/C Participant unconditionally and irrevocably agrees with such Issuing Bank that, if a draft is paid under any Letter of Credit for which such Issuing Bank is not reimbursed in full by the applicable Borrower in respect of such Letter of Credit in accordance with subsection 2.7(e)(i) (an “L/C Disbursement”), such L/C Participant shall pay to the Administrative Agent for the account of the applicable Issuing Bank upon demand at the Administrative Agent Office an amount equal to such L/C Participant’s Revolving Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed; provided that nothing in this paragraph shall relieve any Issuing Bank of any liability resulting from the gross negligence or willful misconduct of such Issuing Bank, or otherwise affect any defense or other right that any L/C Participant may have as a result of such gross negligence or willful misconduct. All calculations of the L/C Participants’ Revolving Commitment Percentages shall be made from time to time by the Administrative Agent, which calculations shall be conclusive absent manifest error. (ii) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of an Issuing Bank on demand by such Issuing Bank pursuant to subsection 2.7(d)(i) in respect of any unreimbursed portion of any payment made by such Issuing [[5629054]] Bank under any Letter of Credit is paid to the Administrative Agent for the account of such Issuing Bank within three Business Days after the date such demand is made, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Bank on demand an amount equal to the product of such amount, times the daily average NYFRB 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 Administrative Agent for the account of such Issuing Bank, times 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 subsection 2.7(d)(i) is not in fact made available to the Administrative Agent for the account of such Issuing Bank by such L/C Participant within three Business Days after the date such payment is due, such Issuing Bank 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 Revolving Loans maintained as ABR Loans hereunder. A certificate of an Issuing Bank submitted to any L/C Participant with respect to any amounts owing under this subsection (which shall include calculations of any such amounts in reasonable detail) shall be conclusive in the absence of manifest error. (iii) Whenever, at any time after an Issuing Bank has made payment under any Letter of Credit and has received through the Administrative Agent from any L/C Participant its pro rata share of such payment in accordance with subsection 2.7(d)(i), such Issuing Bank receives through the Administrative Agent any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of Collateral applied thereto by the Administrative Agent or by such Issuing Bank), or any payment of interest on account thereof, the Administrative Agent will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to such L/C Participant its pro rata share thereof prior to the end of such Business Day and otherwise the Administrative Agent will distribute such payment on the next succeeding Business Day; provided, however, that in the event that any such payment received by an Issuing Bank through the Administrative Agent shall be required to be returned by such Issuing Bank, such L/C Participant shall return to such Issuing Bank through the Administrative Agent the portion thereof previously distributed by the Administrative Agent to it.

L/C Participations. (ia) Each The L/C Provider (on its behalf and on behalf of each L/C Issuing Bank Bank) irrevocably agrees to grant and hereby grants to each L/C ParticipantCommitted Note Purchaser, and, to induce the L/C Provider to provide (or cause each such L/C Issuing Bank to issue provide) Letters of Credit hereunder, each L/C Participant Committed Note Purchaser irrevocably and unconditionally agrees to accept and purchase and hereby accepts and purchases from the applicable L/C Provider (on its behalf and on behalf of each L/C Issuing Bank, without recourse or warranty), on the terms and conditions hereinafter statedset forth below, for such L/C ParticipantCommitted Note Purchaser’s own account and risk an undivided interest equal to its Committed Note Purchaser Percentage of the related Investor Group’s Commitment Percentage of the L/C Provider’s (or such L/C Participant’s Revolving Commitment Percentage (determined on the date of issuance of the relevant Letter of Credit) in such Issuing Bank’s ’s) obligations and rights under and in respect of each Letter of Credit issued or continued hereunder, the amount of each draft paid by each such Issuing Bank thereunder and the obligations of the Loan Parties under this Agreement with respect thereto (although Letter of Credit fees and commissions shall be payable directly to the Administrative Agent for the account of the applicable Issuing Bank and L/C Participants, as provided in subsection 2.7(c), hereunder and the L/C Participants shall have no right to receive any portion of any facing fees Reimbursement Amount with respect to any such Letters of Credit) and any security therefor each draft paid or guaranty pertaining thereto. Each reimbursed by the L/C Participant Provider (or such L/C Issuing Bank) in connection therewith. Subject to Section 2.07(c), each Committed Note Purchaser unconditionally and irrevocably agrees with such the L/C Provider (on its behalf and on behalf of each L/C Issuing Bank Bank) that, if a draft is paid under any Letter of Credit for which such the L/C Provider (on its behalf and on behalf of each L/C Issuing Bank Bank) is not reimbursed paid in full by the applicable Borrower in respect of such Letter of Credit IssuerCo-Issuers in accordance with subsection 2.7(e)(i) (an “L/C Disbursement”)the terms of this Agreement, such L/C Participant Committed Note Purchaser shall pay to the Administrative Agent for the account upon demand of the applicable Issuing Bank upon demand at the Administrative Agent Office L/C Provider an amount equal to such L/C Participantits Committed Note Purchaser Percentage of the related Investor Group’s Revolving Commitment Percentage of the amount of L/C Reimbursement Amount with respect to such draft, or any part thereof, which that is not so reimbursed; provided that nothing in this paragraph shall relieve any Issuing Bank of any liability resulting from the gross negligence or willful misconduct of such Issuing Bank, or otherwise affect any defense or other right that any L/C Participant may have as a result of such gross negligence or willful misconduct. All calculations of the L/C Participants’ Revolving Commitment Percentages shall be made from time to time by the Administrative Agent, which calculations shall be conclusive absent manifest errorpaid. (iib) If any amount required to be paid by any L/C Participant Committed Note Purchaser to the Administrative Agent for forwarding to the account of an Issuing Bank on demand by such Issuing Bank L/C Provider pursuant to subsection 2.7(d)(iSection 2.09(a) in respect of any unreimbursed portion of any payment made or reimbursed by such Issuing Bank the L/C Provider under any Letter of Credit is paid to the Administrative Agent for forwarding to the account of such Issuing Bank L/C Provider within three (3) Business Days after the date such demand payment is madedue, such L/C Participant Committed Note Purchaser shall pay to the Administrative Agent for forwarding to the account of such Issuing Bank L/C Provider on demand an amount equal to the product of (i) such amount, times (ii) the daily average NYFRB Federal Funds 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 Administrative Agent for the account of such Issuing BankL/C Provider, 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 Committed Note Purchaser pursuant to subsection 2.7(d)(iSection 2.09(a) is not in fact made available to the Administrative Agent for forwarding to the account of such Issuing Bank by such L/C Participant Provider by such Committed Note Purchaser within three Business Days after the date such payment is due, such Issuing Bank the L/C Provider shall be entitled to recover from such L/C ParticipantCommitted Note Purchaser, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Revolving Loans maintained as ABR Loans hereunderBase Rate. A certificate of an Issuing Bank the L/C Provider submitted to any L/C Participant Committed Note Purchaser with respect to any amounts owing under this subsection (which shall include calculations of any such amounts in reasonable detail) shall be conclusive Section 2.09(b), in the absence of manifest error, shall be conclusive and binding on such Committed Note Purchaser. Such amounts payable under this Section 2.09(b) shall be paid without any deduction for any withholding taxes. (iiic) Whenever, at any time after an Issuing Bank payment has been made payment under any Letter of Credit and has received through the Administrative Agent from any L/C Participant Provider has received from any Committed Note Purchaser its pro rata share of such payment in accordance with subsection 2.7(d)(iSection 2.09(a), such Issuing Bank receives through the Administrative Agent or the L/C Provider receives any payment related to such Letter of Credit (whether directly from the Borrower IssuerCo-Issuers or otherwise, including proceeds of Collateral collateral applied thereto by the Administrative Agent or by such Issuing BankL/C Provider), or any payment of interest on account thereof, the Administrative Agent willor the L/C Provider, if such payment is received prior to 1:00 P.M.as the case may be, New York City time, on a Business Day, will distribute to such L/C Participant Committed Note Purchaser its pro rata share thereof prior to the end of such Business Day and otherwise the Administrative Agent will distribute such payment on the next succeeding Business Daythereof; provided, however, that in the event that any such payment received by an Issuing Bank through the Administrative Agent or the L/C Provider, as the case may be, shall be required to be returned by such Issuing Bank, such the Administrative Agent or the L/C Participant Provider, such Committed Note Purchaser shall return to such Issuing Bank through the Administrative Agent for the account of the L/C Provider the portion thereof previously distributed by the Administrative Agent or the L/C Provider, as the case may be, to it. (d) Each Committed Note Purchaser’s obligation to make the Advances referred to in Section 2.08(a) and to pay its pro rata share of any unreimbursed draft pursuant to Section 2.09(a) 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 Committed Note Purchaser or the IssuerCo-Issuers may have against the L/C Provider, any L/C Issuing Bank, the IssuerCo-Issuers 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 Article VII other than at the time the related Letter of Credit was issued; (iii) an adverse change in the condition (financial or otherwise) of the IssuerCo-Issuers; (iv) any breach of this Agreement or any other Indenture Document by the IssuerCo-Issuers or any other Person; (v) any amendment, renewal or extension of any Letter of Credit in compliance with this Agreement or with the terms of such Letter of Credit, as applicable; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

L/C Participations. (ia) Each Issuing Bank Lender irrevocably agrees to grant and hereby grants to each U.S. RCF L/C Participant or Canadian RCF L/C Participant, as applicable, and, to induce each such Issuing Bank Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the applicable Issuing BankLender, without recourse or warranty, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk an undivided interest interest, within each applicable Tranche, equal to such L/C Participant’s Revolving U.S. RCF Commitment Percentage or Canadian RCF Commitment Percentage, as applicable, (determined on the date of issuance of the relevant Letter of Credit) in such Issuing BankLender’s obligations and rights under each Letter of Credit issued or continued hereunder, the amount of each draft paid by each such Issuing Bank Lender thereunder and the obligations of the Loan Parties applicable Borrowers under this Agreement with respect thereto (although Letter of Credit fees L/C Fees and related commissions shall be payable directly to the U.S. Administrative Agent or the Canadian Administrative Agent, as applicable, for the account of the applicable Issuing Bank Lender and L/C Participants, as provided in subsection 2.7(c), 3.3 and the L/C Participants shall have no right to receive any portion of any facing fees with respect to any such Letters of Credit) and any security therefor or guaranty pertaining thereto. Each L/C Participant unconditionally and irrevocably agrees with such Issuing Bank Lender that, if a draft is paid under any Letter of Credit for which such Issuing Bank Lender is not reimbursed in full by the applicable Borrower in respect of such Letter of Credit in accordance with subsection 2.7(e)(i) (an “L/C Disbursement”3.5(a), such L/C Participant shall pay to the Administrative Agent for the account of the applicable such Issuing Bank Lender upon demand at the Administrative Agent Office such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving U.S. RCF Commitment Percentage or Canadian RCF Commitment Percentage, as applicable, of the amount of such draft, or any part thereof, which is not so reimbursed; provided that nothing in this paragraph shall relieve any such Issuing Bank Lender of any liability resulting from the gross negligence or willful misconduct (as determined in a final non-appealable decision issued by a court of competent jurisdiction) of such Issuing BankLender, or otherwise affect any defense or other right that any L/C Participant may have as a result of such gross negligence or willful misconductmisconduct (as so determined). All calculations of the an L/C Participants’ Revolving Participant’s U.S. RCF Commitment Percentages Percentage and Canadian RCF Commitment Percentage shall be made from time to time by the U.S. Administrative Agent and the Canadian Administrative Agent, respectively, which calculations shall be conclusive absent manifest error. (iib) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of an Issuing Bank Lender on demand by such Issuing Bank Lender pursuant to subsection 2.7(d)(i3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Bank Lender under any Letter of Credit is paid to the Administrative Agent for the account of such Issuing Bank Lender within three (3) Business Days after the date such demand is made, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Bank Lender on demand an amount equal to the product of such amount, times the daily average NYFRB Federal Funds Effective Rate (or, in the case of a Canadian RCF Lender, the interbank rate customarily charged by the Canadian Administrative Agent) during the period from and including the date such payment is required to the date on which such payment is immediately available to the Administrative Agent for the account of such Issuing BankLender, times 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 subsection 2.7(d)(i3.4(a) is not in fact made available to the Administrative Agent for the account of such Issuing Bank Lender by such L/C Participant within three (3) Business Days after the date such payment is due, such Issuing Bank Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon (with interest based on the Dollar Equivalent of any amounts denominated in Canadian Dollars) calculated from such due date at the rate per annum applicable to Revolving RCF Loans maintained as ABR Loans accruing interest at the ABR hereunder. A certificate of an Issuing Bank Lender submitted to any L/C Participant with respect to any amounts owing under this subsection (which shall include calculations of any such amounts in reasonable detail) shall be conclusive in the absence of manifest error. (iiic) Whenever, at any time after an Issuing Bank Lender has made payment under any Letter of Credit and has received through the Administrative Agent from any L/C Participant its pro rata share of such payment in accordance with subsection 2.7(d)(i3.4(a), such Issuing Bank Lender receives through the Administrative Agent any payment related to such Letter of Credit (whether directly from the a Borrower in respect of such Letter of Credit or otherwise, including proceeds of Collateral applied thereto by the Administrative Agent or by such Issuing BankLender), or any payment of interest on account thereof, the Administrative Agent such Issuing Lender will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to such L/C Participant its pro rata share thereof prior to the end of such Business Day and otherwise the Administrative Agent such Issuing Lender will distribute such payment on the next succeeding Business Day; provided, however, that in the event that any such payment received by an Issuing Bank through the Administrative Agent Lender shall be required to be returned by such Issuing BankLender, such L/C Participant shall return to such Issuing Bank through the Administrative Agent Lender the portion thereof previously distributed by the Administrative Agent such Issuing Lender to it.

L/C Participations. (ia) Each Issuing Bank Lender irrevocably agrees to grant and hereby grants to each U.S. Facility L/C Participant or Canadian Facility L/C Participant, as applicable, and, to induce each such the Issuing Bank Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the applicable Issuing BankLender, without recourse or warranty, 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 U. S. Facility Revolving Credit Loan Commitment Percentage or Canadian Facility Commitment Percentage, as applicable, (determined on the date of issuance of the relevant Letter of Credit) in such Issuing BankLender’s obligations and rights under each Letter of Credit issued or continued hereunder, the amount of each draft paid by each such Issuing Bank Lender thereunder and the obligations of the Loan Parties applicable Borrowers under this Agreement with respect thereto (although Letter of Credit fees L/C Fees and related commissions shall be payable directly to the Administrative Agent or the Canadian Agent, as applicable, for the account of the applicable Issuing Bank Lender and L/C Participants, as provided in subsection 2.7(c), Section 3.3 and the L/C Participants shall have no right to receive any portion of any facing fees with respect to any such Letters of Credit) and any security therefor or guaranty pertaining thereto. Each L/C Participant unconditionally and irrevocably agrees with such Issuing Bank Lender that, if a draft is paid under any Letter of Credit for which such Issuing Bank Lender is not reimbursed in full by the applicable Borrower in respect of such Letter of Credit in accordance with subsection 2.7(e)(i) (an “L/C Disbursement”Section 3.5(a), such L/C Participant shall pay to the Administrative Agent for the account of the applicable such Issuing Bank Lender upon demand (which demand, in the case of any demand made in respect of any draft under a L/C denominated in any Designated Foreign Currency, shall not be made prior to the date that the amount of such draft shall be converted into Dollars in accordance with Section 3.5(a)) at the Administrative Agent Office such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving U.S. Facility Commitment Percentage or Canadian Facility Commitment Percentage, as applicable, of the amount of such draft, or any part thereof, which is not so reimbursed; provided that nothing in this paragraph shall relieve any such Issuing Bank Lender of any liability resulting from the gross negligence or willful misconduct of such Issuing BankLender, or otherwise affect any defense or other right that any L/C Participant may have as a result of such gross negligence or willful misconduct. All calculations of the an L/C Participants’ Revolving Commitment Percentages shall be made from time to time by the Administrative Agent, which calculations shall be conclusive absent manifest error. (iib) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of an Issuing Bank Lender on demand by such Issuing Bank Lender pursuant to subsection 2.7(d)(i3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Bank Lender under any Letter of Credit is paid to the Administrative Agent for the account of such Issuing Bank Lender within three Business Days after the date such demand is made, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Bank Lender on demand an amount equal to the product of such amount, times the daily average NYFRB Federal Funds Effective Rate (or, in the case of a Canadian Facility Lender, the interbank rate customarily charged by the Canadian Agent) during the period from and including the date such payment is required to the date on which such payment is immediately available to the Administrative Agent for the account of such Issuing BankLender, times 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 subsection 2.7(d)(i3.4(a) is not in fact made available to the Administrative Agent for the account of such Issuing Bank Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Bank Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon (with interest based on the Dollar Equivalent of any amounts denominated in Canadian Dollars or Designated Foreign Currencies) calculated from such due date at the rate per annum applicable to Revolving Credit Loans maintained as ABR Loans accruing interest at the ABR Rate hereunder. A certificate of an Issuing Bank Lender submitted to any L/C Participant with respect to any amounts owing under this subsection (which shall include calculations of any such amounts in reasonable detail) shall be conclusive in the absence of manifest error. Notwithstanding anything to the contrary contained in this Agreement, in the event a L/C Participant becomes a Defaulting Lender, then the Individual L/C Exposure of such Defaulting Lender will automatically be reallocated among the L/C Participants that are Non-Defaulting Lenders pro rata in accordance with such Non-Defaulting Lenders’ U.S. Facility Commitment Percentage or Canadian Facility Commitment Percentage, as applicable (calculated without regard to the Commitment of the Defaulting Lender) but only to the extent that such reallocation does not cause the Individual Lender Exposure of any Non-Defaulting Lender to exceed the Commitment of such Non-Defaulting Lender. If such reallocation cannot, or can only partially be effected, the Borrowers shall, within three Business Days after written notice from the Administrative Agent, pay to the Administrative Agent or the Canadian Agent, as applicable, an amount of cash and/or Cash Equivalents equal to such Defaulting Lender’s U.S. Facility Commitment Percentage or Canadian Facility Commitment Percentage (calculated as in effect immediately prior to it becoming a Defaulting Lender) of the L/C Obligations (after giving effect to any partial reallocation pursuant to the first sentence of this Section 3.4(b)) to be held as security for all obligations of the Borrowers to the Issuing Lenders hereunder in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative Agent. So long as there is a Defaulting Lender, an Issuing Lender shall not be required to issue any Letter of Credit where the sum of the Non-Defaulting Lenders’ U.S. Facility Commitment Percentage or Canadian Facility Commitment Percentage, as applicable, of the outstanding Loans and their participations in Letters of Credit after giving effect to any such requested Letter of Credit would exceed (such excess, the “L/C Shortfall”) the aggregate Commitments of such Non-Defaulting Lenders, unless the Borrowers shall pay to the Administrative Agent or the Canadian Agent, as applicable, an amount of cash and/or Cash Equivalents equal to the amount of the L/C Shortfall, such cash and/or Cash Equivalents to be held as security for all obligations of the Borrowers to the Issuing Lenders hereunder in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative Agent. Any portion of the Individual L/C Exposure of any Defaulting Lender that is fully cash collateralized pursuant to this Section 3.4(b) shall be disregarded in calculating any fees payable pursuant to the first sentence of Section 3.3(a). (iiic) Whenever, at any time after an Issuing Bank Lender has made payment under any Letter of Credit and has received through the Administrative Agent from any L/C Participant its pro rata share of such payment in accordance with subsection 2.7(d)(iSection 3.4(a), such Issuing Bank Lender receives through the Administrative Agent any payment related to such Letter of Credit (whether directly from the a Borrower in respect of such Letter of Credit or otherwise, including proceeds of Collateral applied thereto by the Administrative Agent or by such Issuing BankLender), or any payment of interest on account thereof, the Administrative Agent such Issuing Lender will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to such L/C Participant its pro rata share thereof prior to the end of such Business Day and otherwise the Administrative Agent such Issuing Lender will distribute such payment on the next succeeding Business Day; provided, however, that in the event that any such payment received by an Issuing Bank through the Administrative Agent Lender shall be required to be returned by such Issuing BankLender, such L/C Participant shall return to such Issuing Bank through the Administrative Agent Lender the portion thereof previously distributed by the Administrative Agent such Issuing Lender to it. (d) For the avoidance of doubt, the Dollar Equivalent of any U.S. Facility L/C Obligations denominated in any Designated Foreign Currency shall be calculated from time to time in accordance with the applicable provisions of the definition of “U.S. Facility L/C Obligations”, and any reimbursement payments required to be made in accordance with Section 3.4(a) by the L/C Participants in respect of any such U.S. Facility L/C Obligations shall be made in Dollars as calculated by the relevant Issuing Lender in accordance with Section 3.5(a).

L/C Participations. (ia) Each The Issuing Bank Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each such the Issuing Bank Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the applicable Issuing BankLender, without recourse or warranty, 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 Commitment Percentage (determined on the date of issuance of the relevant Letter of Credit) in such the Issuing BankLender’s obligations and rights under each Letter of Credit issued or continued hereunder, the amount of each draft paid by each such the Issuing Bank Lender thereunder and the obligations of the Loan Parties under this Agreement with respect thereto (although Letter of Credit fees and commissions shall be payable directly to the Administrative Agent for the account of the applicable Issuing Bank Lender and L/C Participants, as provided in subsection 2.7(c)3.3, and the L/C Participants shall have no right to receive any portion of any facing fees with respect to any such Letters of Credit) and any security therefor or guaranty pertaining thereto. Each L/C Participant unconditionally and irrevocably agrees with such the Issuing Bank Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Bank Lender is not reimbursed in full by the applicable Borrower in respect of such Letter of Credit in accordance with subsection 2.7(e)(i) (an “L/C Disbursement”3.5(a), such L/C Participant shall pay to the Administrative Agent for the account of the applicable Issuing Bank Lender upon demand at the Administrative Agent Office Agent’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed; provided that nothing in this paragraph shall relieve any the Issuing Bank Lender of any liability resulting from the gross negligence or willful misconduct of such the Issuing BankLender, or otherwise affect any defense or other right that any L/C Participant may have as a result of such gross negligence or willful misconduct. All calculations of the L/C Participants’ Revolving Commitment Percentages shall be made from time to time by the Administrative Agent, which calculations shall be conclusive absent manifest error. (iib) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of an the Issuing Bank Lender on demand by such the Issuing Bank Lender pursuant to subsection 2.7(d)(i3.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Bank Lender under any Letter of Credit is paid to the Administrative Agent for the account of such the Issuing Bank Lender within three Business Days after the date such demand is made, such L/C Participant shall pay to the Administrative Agent for the account of such the Issuing Bank Lender on demand an amount equal to the product of such amount, times the daily average NYFRB 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 the Administrative Agent for the account of such the Issuing BankLender, times 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 subsection 2.7(d)(i3.4(a) is not in fact made available to the Administrative Agent for the account of such the Issuing Bank Lender by such L/C Participant within three Business Days after the date such payment is due, such the Issuing Bank 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 Revolving Loans maintained as ABR Loans hereunder. A certificate of an the Issuing Bank Lender submitted to any L/C Participant with respect to any amounts owing under this subsection (which shall include calculations of any such amounts in reasonable detail) shall be conclusive in the absence of manifest error. (iiic) Whenever, at any time after an the Issuing Bank Lender has made payment under any Letter of Credit and has received through the Administrative Agent from any L/C Participant its pro rata share of such payment in accordance with subsection 2.7(d)(i3.4(a), such the Issuing Bank Lender receives through the Administrative Agent any payment related to such Letter of Credit (whether directly from the applicable Borrower in respect of such Letter of Credit or otherwise, including proceeds of Collateral applied thereto by the Administrative Agent or by such the Issuing BankLender), or any payment of interest on account thereof, the Administrative Agent will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to such L/C Participant its pro rata share thereof prior to the end of such Business Day and otherwise the Administrative Agent will distribute such payment on the next succeeding Business Day; provided, however, that in the event that any such payment received by an the Issuing Bank Lender through the Administrative Agent shall be required to be returned by such the Issuing BankLender, such L/C Participant shall return to such the Issuing Bank Lender through the Administrative Agent the portion thereof previously distributed by the Administrative Agent to it.

L/C Participations. (ih) Each The Issuing Bank irrevocably agrees to grant and hereby grants to each L/C ParticipantLender, and, to induce each such the Issuing Bank to issue Letters of Credit hereunder, each L/C Participant Lender irrevocably agrees to accept and purchase and hereby accepts and purchases from the applicable Issuing Bank, without recourse or warranty, on the terms and conditions hereinafter stated, for such L/C ParticipantXxxxxx’s own account and risk risk, an undivided interest equal to such L/C ParticipantXxxxxx’s Revolving Commitment Percentage (determined on the date of issuance Rateable Portion of the relevant Letter of Credit) in such Issuing Bank’s obligations and rights under each Letter of Credit L/C issued or continued hereunder, under this Agreement and the amount of each draft drawing paid by each such the Issuing Bank thereunder and the obligations of the Loan Parties under this Agreement with respect thereto (although Letter of Credit fees and commissions shall be payable directly to the Administrative Agent for the account of the applicable Issuing Bank and L/C Participants, as provided in subsection 2.7(c), and the L/C Participants shall have no right to receive any portion of any facing fees with respect to any such Letters of Credit) and any security therefor or guaranty pertaining theretothereunder. Each L/C Participant Lender unconditionally and irrevocably agrees with such the Issuing Bank that, if a draft drawing is paid under any Letter of Credit L/C for which such the Issuing Bank is not reimbursed in full by the applicable Borrower in respect of such Letter of Credit in accordance with subsection 2.7(e)(i) (an “L/C Disbursement”)the terms of this Agreement, such L/C Participant Lender shall pay to the Administrative Agent for the account of the applicable Issuing Bank upon demand at the Administrative Agent Office Issuing Bank’s Branch of Account an amount equal to such L/C ParticipantXxxxxx’s Revolving Commitment Percentage Rateable Portion of the amount of such draftdrawing, or any part thereof, which is not so reimbursed; provided that nothing in this paragraph shall relieve any Issuing Bank of any liability resulting from the gross negligence or willful misconduct of such Issuing Bank, or otherwise affect any defense or other right that any L/C Participant may have as a result of such gross negligence or willful misconduct. All calculations of the L/C Participants’ Revolving Commitment Percentages shall be made from time to time by the Administrative Agent, which calculations shall be conclusive absent manifest error. (iii) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of an Issuing Bank on demand by such Issuing Bank pursuant to subsection 2.7(d)(i) in respect of any unreimbursed portion of any payment made by such Issuing Bank under any Letter of Credit is paid to the Administrative Agent for the account of such Issuing Bank within three Business Days after the date such demand is made, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Bank on demand an amount equal to the product of such amount, times the daily average NYFRB 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 Administrative Agent for the account of such Issuing Bank, times 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 subsection 2.7(d)(i) is not in fact made available to the Administrative Agent for the account of such Issuing Bank by such L/C Participant within three Business Days after the date such payment is due, such Issuing Bank 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 Revolving Loans maintained as ABR Loans hereunder. A certificate of an Issuing Bank submitted to any L/C Participant with respect to any amounts owing under this subsection (which shall include calculations of any such amounts in reasonable detail) shall be conclusive in the absence of manifest error. (iii) WheneverIf, at any time after an the Issuing Bank has made payment under any Letter of Credit L/C and has received through the Administrative Agent from any L/C Participant Lender its pro rata share Rateable Portion of such payment in accordance with subsection 2.7(d)(iSection 2.12(5)(a), such the Issuing Bank receives through the Administrative Agent any payment related to such Letter of Credit L/C (whether directly from the Borrower or otherwise, including proceeds of Collateral collateral applied thereto by the Issuing Bank or the Administrative Agent or by such Issuing BankAgent), or any payment of interest on account thereof, the Administrative Agent will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, Issuing Bank will promptly distribute to such L/C Participant its pro rata share thereof prior to the end of such Business Day and otherwise the Administrative Agent will distribute for the account of such payment on the next succeeding Business DayLender its Rateable Portion thereof; provided, however, that in the event that if any such payment received by an the Issuing LEGAL_39694004.1 - 39 SIXTH AMENDED AND RESTATED CREDIT AGREEMENT Bank through the Administrative Agent shall be required to be returned by such the Issuing Bank, such L/C Participant Lender shall return to such the Issuing Bank through the Administrative Agent the portion thereof previously distributed by the Administrative Agent Issuing Bank to it.