Common use of L/C Participations Clause in Contracts

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to an Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans. A certificate of an Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C ParticipantLender, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant Lender irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C ParticipantLender’s own account and risk an undivided interest equal to such L/C ParticipantLender’s Revolving L/C Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant Lender agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreementpursuant to Section 3.5(a), such L/C Participant Lender shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount equal to such L/C ParticipantLender’s Revolving L/C Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C ParticipantLender’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 Lender may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 55.2, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower Borrower, any other Loan Party or any other L/C Participant Lender, or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to an Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans. A certificate of an Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.

L/C Participations. (ai) Each Issuing Lender Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such each Issuing Lender Bank to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the applicable Issuing LenderBank, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Commitment Percentage in such Issuing LenderBank’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such Issuing Lender Bank thereunder. Each L/C Participant agrees with each such Issuing Lender Bank that, if a draft is paid under any Letter of Credit for which such Issuing Lender Bank is not reimbursed in full by the Borrower Borrowers in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender Bank upon demand at such Issuing LenderBank’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, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such any Issuing LenderBank, the Borrower Borrowers 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 54, (iii) any adverse change in the condition (financial or otherwise) of the BorrowerBorrowers, (iv) any breach of this Agreement or any other Loan Document by the Borrower Borrowers or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (bii) If any amount required to be paid by any L/C Participant to an Issuing Lender Bank pursuant to Section 3.4(asubsection 2.26(d)(i) in respect of any unreimbursed portion of any payment made by such Issuing Lender Bank under any Letter of Credit is paid to such Issuing Lender Bank within three Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender Bank on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective applicable Overnight 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 LenderBank, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(asubsection 2.26(d)(i) is not made available to an such Issuing Lender Bank by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender 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 ABR Loans. A certificate of an the applicable Issuing Lender Bank submitted to any L/C Participant with respect to any amounts owing under this Section subsection shall be conclusive in the absence of manifest error. (ciii) Whenever, at any time after an Issuing Lender Bank has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(asubsection 2.26(d)(i), such Issuing Lender Bank receives any payment related to such Letter of Credit (whether directly from the Borrower Borrowers or otherwise, including proceeds of collateral applied thereto by such Issuing LenderBank), or any payment of interest on account thereof, such Issuing Lender Bank will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an such Issuing Lender Bank shall be required to be returned by such Issuing LenderBank, such L/C Participant shall return to such Issuing Lender Bank the portion thereof previously distributed by such Issuing Lender Bank to it. (iv) Upon any cancellation of the Commitment of a Bank pursuant to subsection 2.13, 2.16 or 2.17, any replacement of a Cancelled Bank pursuant to subsection 2.19 or any increase in the Commitments pursuant to subsection 2.20, the participating interests in then outstanding Letters of Credit shall be re-allocated among the Banks to give effect to their respective Commitment Percentages as in effect after such cancellation, replacement or increase, and payment of fees payable pursuant to subsection 2.26(c) shall be made so as to give effect to such reallocation.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to an Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans. A certificate of an Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this AgreementAgreement (or in the event that any reimbursement received by the Issuing Lender shall be required to be returned by it at any time), such L/C Participant shall pay (and the Administrative Agent may apply Cash Collateral provided for this purpose) to such the Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursedreimbursed (or is so returned). Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower 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. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit is paid to such the Issuing Lender within three (3) Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to an the Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, such the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans. A certificate of an the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such the Issuing Lender), or any payment of interest on account thereof, such the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an the Issuing Lender shall be required to be returned by such the Issuing Lender, such L/C Participant shall return to such the Issuing Lender the portion thereof previously distributed by such the Issuing Lender to it.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower or relevant Subsidiary Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the Borrower, any Subsidiary Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower or any Subsidiary Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower Borrower, any Subsidiary 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. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit is paid to such the Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to an the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR LoansLoans under the Revolving Facility. A certificate of an the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or relevant Subsidiary Borrower or otherwise, including proceeds of collateral applied thereto by such the Issuing Lender), or any payment of interest on account thereof, such the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an the Issuing Lender shall be required to be returned by such the Issuing Lender, such L/C Participant shall return to such the Issuing Lender the portion thereof previously distributed by such the Issuing Lender to it.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this AgreementAgreement (or in the event that any reimbursement received by the Issuing Lender shall be required to be returned by it at any time), such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursedreimbursed (or is so returned). Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower 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. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit is paid to such the Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to an the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR LoansLoans under the Revolving Facility. A certificate of an the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such the Issuing Lender), or any payment of interest on account thereof, such the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an the Issuing Lender shall be required to be returned by such the Issuing Lender, such L/C Participant shall return to such the Issuing Lender the portion thereof previously distributed by such the Issuing Lender to it.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase purchase, subject to Section 2.19(c)(i), and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this AgreementAgreement (or in the event that any reimbursement received by the Issuing Lender shall be required to be returned by it at any time), such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursedreimbursed (or is so returned). Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower 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. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit is paid to such the Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to an the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans. A certificate of an the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such the Issuing Lender), or any payment of interest on account thereof, such the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an the Issuing Lender shall be required to be returned by such the Issuing Lender, such L/C Participant shall return to such the Issuing Lender the portion thereof previously distributed by such the Issuing Lender to it.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower 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. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit is paid to such the Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to an the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR LoansLoans under the Revolving Facility. A certificate of an the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such the Issuing Lender), or any payment of interest on account thereof, such the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an the Issuing Lender shall be required to be returned by such the Issuing Lender, such L/C Participant shall return to such the Issuing Lender the portion thereof previously distributed by such the Issuing Lender to it.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower 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. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit is paid to such the Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to an the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR LoansLoans under the Revolving Facility. A certificate of an the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such the Issuing Lender), or any payment of interest on account thereof, such the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an the Issuing Lender shall be required to be returned by such the Issuing Lender, such L/C Participant shall return to such the Issuing Lender the portion thereof previously distributed by such the Issuing Lender to it.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C ParticipantLender, and, to induce such Issuing Lender to issue Letters of Credit, each L/C Participant Lender irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions set forth below, for such L/C ParticipantLender’s own account and risk an undivided interest equal to such L/C ParticipantLender’s Revolving L/C Percentage in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant Lender agrees with each such Issuing Lender that, if a draft is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreementpursuant to Section 3.5(a), such L/C Participant Lender shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C ParticipantLender’s Revolving L/C Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C ParticipantLender’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 Lender may have against such Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 55.2, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower Borrower, any other Loan Party or any other L/C Participant Lender, or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to an Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans. A certificate of an Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower or relevant Subsidiary Borrower in accordance with the terms of this AgreementAgreement (“Unreimbursed Amounts”), such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such any Issuing Lender, the Borrower, any Subsidiary Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower or any Subsidiary Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower Borrower, any Subsidiary 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. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an any Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the relevant Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to an the relevant Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR LoansLoans under the Revolving Facility. A certificate of an the relevant Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an any Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or relevant Subsidiary Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this AgreementAgreement (or in the event that any reimbursement received by the Issuing Lender shall be required to be returned by it at any time), such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursedreimbursed (or is so returned). Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower 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. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit is paid to such the Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to an the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR LoansLoans under the Revolving Facility. A certificate of an the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such the Issuing Lender), or any payment of interest on account thereof, such the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an the Issuing Lender shall be required to be returned by such the Issuing Lender, such L/C Participant shall return to such the Issuing Lender the portion thereof previously distributed by such the Issuing Lender to it.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by it for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed; provided that, nothing in this paragraph shall relieve the Issuing Lender of any liability resulting from the gross negligence or willful misconduct of the Issuing Lender. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such any Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the financial condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower 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. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an the Administrative Agent for the account of any Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of such Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to an the Administrative Agent for the account of the relevant Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR LoansLoans under the Revolving Facility. A certificate of an the relevant Issuing Lender submitted to any relevant L/C Participant with respect to any amounts owing under this Section 3.4 shall be conclusive presumptively correct in the absence of manifest demonstrable error. (c) Whenever, at any time after an any Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), ) such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to the Administrative Agent for the account of such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower Borrowers in accordance with the terms of this AgreementAgreement (or in the event that any reimbursement received by the Issuing Lender shall be required to be returned by it at any time), such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursedreimbursed (or is so returned). Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the any Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the any Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower 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. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit is paid to such the Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to an the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR LoansLoans under the Revolving Facility. A certificate of an the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section 3.4 shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a34(a), such the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the any Borrower or otherwise, including proceeds of collateral applied thereto by such the Issuing Lender), or any payment of interest on account thereof, such the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an the Issuing Lender shall be required to be returned by such the Issuing Lender, such L/C Participant shall return to such the Issuing Lender the portion thereof previously distributed by such the Issuing Lender to it.

L/C Participations. (a) Each The Issuing Lender Lenders irrevocably agrees agree to grant and hereby grants grant to each L/C Participant, and, to induce such the Issuing Lender Lenders to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing LenderLenders, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such the Issuing Lender’s Lenders’ obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such an Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender Lenders that, if a draft is paid under any Letter of Credit for which such an Issuing Lender is not reimbursed in full by the Borrower Revolving Borrowers in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such any Issuing Lender, the Borrower Revolving Borrowers, any other Group Member or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the BorrowerBorrower Representative and the Restricted Subsidiaries, (iv) any breach of this Agreement or any other Loan Document by the Borrower Borrowers, 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. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Overnight 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 the Issuing LenderLenders, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to an Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR LoansLoans under the Revolving Facility. A certificate of an Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such an Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower Representative or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by it for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay pay, in Dollars, to the Administrative Agent for the account of such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the Dollar Equivalent of the amount of such draft, or any part thereof, that is not so reimbursedreimbursed (“L/C Disbursements”); provided that, nothing in this paragraph shall relieve the Issuing Lender of any liability resulting from the gross negligence or willful misconduct of the Issuing Lender. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such any Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the financial condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower 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. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an the Administrative Agent for the account of any Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of such Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to an the Administrative Agent for the account of the relevant Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR LoansLoans under the Revolving Facility. A certificate of an the relevant Issuing Lender submitted to any relevant L/C Participant with respect to any amounts owing under this Section 3.4 shall be conclusive presumptively correct in the absence of manifest demonstrable error. (c) Whenever, at any time after an any Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to the Administrative Agent for the account of such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it. (d) Notwithstanding anything to the contrary contained in this Agreement, in the event an L/C Participant becomes a Defaulting Lender, then such Defaulting Lender’s Revolving Percentage in all outstanding Letters of Credit will automatically be reallocated among the L/C Participants that are Non-Defaulting Lenders pro rata in accordance with each Non-Defaulting Lender’s Revolving Percentage (calculated without regard to the Revolving Commitment of the Defaulting Lender), but only to the extent that such reallocation does not cause the Revolving Extensions of Credit of any Non-Defaulting Lender to exceed the Revolving Commitment of such Non-Defaulting Lender. If such reallocation cannot, or can only partially be effected, the Borrower shall, within five Business Days after written notice from the Administrative Agent, pay to the Administrative Agent, an amount of cash and/or Cash Equivalents and/or Permitted Liquid Investments equal to such Defaulting Lender’s Revolving 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(d)) to be held as security for all obligations of the Borrower 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’ Revolving Percentage, as applicable, of the outstanding Revolving 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 Revolving Commitments of the Non-Defaulting Lenders, unless the Borrower shall pay to the Administrative Agent, an amount of cash and/or Cash Equivalents and/or Permitted Liquid Investments equal to the amount of the L/C Shortfall, such cash and/or Cash Equivalents and/or Permitted Liquid Investments to be held as security for all obligations of the Borrower 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. (e) If, on any date, the L/C Obligations would exceed 105% of the L/C Commitment (including as a result of any revaluation of the Dollar Equivalent of the L/C Obligations on any Revaluation Date in accordance with Section 1.4), the Borrower shall promptly pay to the Administrative Agent an amount of cash and/or Cash Equivalents and/or Permitted Liquid Investments equal to the amount by which the L/C Obligations exceed the L/C Commitment, such cash and/or Cash Equivalents and/or Permitted Liquid Investments to be held as security for all obligations of the Borrower 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.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C ParticipantLender, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant Lender irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C ParticipantLender’s own account and risk an undivided interest equal to such L/C ParticipantLender’s Revolving L/C Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant Lender agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreementpursuant to Section 3.5(a), such L/C Participant Lender shall pay to such the Issuing Lender upon demand at such the Issuing LenderXxxxxx’s address for notices specified herein an amount equal to such L/C ParticipantLender’s Revolving L/C Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C ParticipantLender’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 Lender may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 55.2, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower Borrower, any other Loan Party or any other L/C Participant Lender, or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to an Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans. A certificate of an Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C ParticipantLender, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant Lender irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C ParticipantLender’s own account and risk an undivided interest equal to such L/C ParticipantLender’s Revolving L/C Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant Lender agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this AgreementBorrowers pursuant to Section 3.5(a), such L/C Participant Lender shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount equal to such L/C ParticipantLender’s Revolving L/C Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C ParticipantLender’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 Lender may have against such the Issuing Lender, the Borrower Borrowers 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 55.2, (iii) any adverse change in the condition (financial or otherwise) of the BorrowerBorrowers, (iv) any breach of this Agreement or any other Loan Document by the Borrower Borrowers, any other Loan Party or any other L/C Participant Lender, or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to an Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans. A certificate of an Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this AgreementAgreement (or in the event that any reimbursement received by the Issuing Lender shall be required to be returned to it at any time), such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursedreimbursed (or is so returned). Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower 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. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an the Issuing Lender pursuant to Section 3.4(a3.4 a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit is paid to such the Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to an the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR LoansLoans under the Revolving Facility. A certificate of an the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral Collateral applied thereto by such the Issuing Lender), or any payment of interest on account thereof, such the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, provided that in the event that any such payment received by an the Issuing Lender shall be required to be returned by such the Issuing Lender, such L/C Participant shall return to such the Issuing Lender the portion thereof previously distributed by such the Issuing Lender to it.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the applicable Borrower in accordance with the terms of this AgreementAgreement (or in the event that any reimbursement received by the Issuing Lender shall be required to be returned by it at any time), such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing LenderXxxxxx’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursedreimbursed (or is so returned). Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the any Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the any Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower 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. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit is paid to such the Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such the applicable Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the greater of (x) the daily average Federal Funds Effective Rate and (y) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, during the period from and including the date such payment is required to the date on which such payment is immediately available to such the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to an the applicable Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable equal to ABR Loansthe greater of (i) the daily average Federal Funds Effective Rate and (ii) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, for the period until such L/C Participant makes such amount immediately available to the Issuing Lender. A certificate of an the applicable Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the a Borrower or otherwise, including proceeds of collateral applied thereto by such the Issuing Lender), or any payment of interest on account thereof, such the Issuing Lender will distribute to such L/C Participant its pro rata share thereofthereof (it being understood that any such distribution shall be in Dollars and the Issuing Lender shall convert any amounts received by it in a currency other than Dollars into the Dollar Equivalent thereof for purposes of such distribution); provided, however, that in the event that any such payment received by an the Issuing Lender shall be required to be returned by such the Issuing Lender, such L/C Participant shall return to such the Issuing Lender the portion thereof previously distributed by such the Issuing Lender to it.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the applicable Borrower in accordance with the terms of this AgreementAgreement (or in the event that any reimbursement received by the Issuing Lender shall be required to be returned by it at any time), such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursedreimbursed (or is so returned). Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the any Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the any Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower 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. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit is paid to such the Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such the applicable Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the greater of (x) the daily average Federal Funds Effective Rate and (y) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, during the period from and including the date such payment is required to the date on which such payment is immediately available to such the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to an the applicable Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable equal to ABR Loansthe greater of (i) the daily average Federal Funds Effective Rate and (ii) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, for the period until such L/C Participant Lender makes such amount immediately available to the Issuing Lender. A certificate of an the applicable Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the a Borrower or otherwise, including proceeds of collateral applied thereto by such the Issuing Lender), or any payment of interest on account thereof, such the Issuing Lender will distribute to such L/C Participant its pro rata share thereofthereof (it being understood that any such distribution shall be in Dollars and the Issuing Lender shall convert any amounts received by it in a currency other than Dollars into the Dollar Equivalent thereof for purposes of such distribution); provided, however, that in the event that any such payment received by an the Issuing Lender shall be required to be returned by such the Issuing Lender, such L/C Participant shall return to such the Issuing Lender the portion thereof previously distributed by such the Issuing Lender to it.

L/C Participations. (ai) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount Dollar Amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower Company in accordance with the terms of this AgreementAgreement (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 to such Issuing Lender upon demand at the Administrative Agent, for the account of such Issuing Lender’s address for notices specified herein , upon demand an amount equal to the Dollar Amount of such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursedreimbursed (or is so returned). 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 Borrower 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 Section 56, (iii) any adverse change in the condition (financial or otherwise) of the BorrowerCompany, (iv) any breach of this Agreement or any other Loan Document by the Borrower Company or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (bii) If any amount required to be paid by any L/C Participant to an the Administrative Agent, for the account of any Issuing Lender pursuant to Section 3.4(a2.04(d)(i) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to the Administrative Agent, for the account of such Issuing Lender Lender, within three Business Days after the date such payment is due, such L/C Participant shall pay to the Administrative Agent, for the account of such Issuing Lender Lender, on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective 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, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a2.04(d)(i) is not made available to an Administrative Agent, for the account of such Issuing Lender Lender, by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C ParticipantParticipant (through the Administrative Agent), on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Base Rate Loans. A certificate of an such Issuing Lender submitted to any L/C Participant (through the Administrative Agent) with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (ciii) Whenever, at any time after an any Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a2.04(d)(i), such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower Company (through the Administrative Agent) or otherwise, including proceeds of collateral applied thereto by such Issuing LenderLender or the Administrative Agent), or any payment of interest on account thereof, such Issuing Lender will distribute to the Administrative Agent, for the account of such L/C Participant Participant, an amount equal to the Dollar Amount of its pro rata share thereof; provided, however, that in the event that any such payment received by an such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to the Administrative Agent, for the account of such Issuing Lender Lender, the portion thereof previously distributed by such Issuing Lender to itit (through the Administrative Agent).

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this AgreementAgreement (or in the event that any reimbursement received by the Issuing Lender shall be required to be returned by it at any time), such L/C Participant shall pay (and the Administrative Agent may apply Cash Collateral provided for this purpose) to such the Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursedreimbursed (or is so returned). Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or a Partial Trigger Event or Trigger Event or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower 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. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit is paid to such the Issuing Lender within three (3) Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to an the Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, such the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans. A certificate of an the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such the Issuing Lender), or any payment of interest on account thereof, such the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an the Issuing Lender shall be required to be returned by such the Issuing Lender, such L/C Participant shall return to such the Issuing Lender the portion thereof previously distributed by such the Issuing Lender to it.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower Borrowers in accordance with the terms of this AgreementAgreement (or in the event that any reimbursement received by the Issuing Lender shall be required to be returned by it at any time), such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursedreimbursed (or is so returned). Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the any Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the any Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower 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. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit is paid to such the Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to an the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR LoansLoans under the Revolving Facility. A certificate of an the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section 3.4 shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the any Borrower or otherwise, including proceeds of collateral applied thereto by such the Issuing Lender), or any payment of interest on account thereof, such the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an the Issuing Lender shall be required to be returned by such the Issuing Lender, such L/C Participant shall return to such the Issuing Lender the portion thereof previously distributed by such the Issuing Lender to it.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by it for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such any Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the financial condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower 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. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an the Administrative Agent for the account of any Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of such Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to an the Administrative Agent for the account of the relevant Issuing Lender by such L/C Participant within three Business Days after as of the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR LoansBase Rate Loans under the Revolving Facility. A certificate of an the relevant Issuing Lender submitted to any relevant L/C Participant with respect to any amounts owing under this Section shall be conclusive presumptively correct in the absence of manifest error. (c) Whenever, at any time after an any Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), ) such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to the Administrative Agent for the account of such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this AgreementAgreement (or in the event that any reimbursement received by the Issuing Lender shall be required to be returned by it at any time), such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursedreimbursed (or is so returned). Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower 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. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit is paid to such the Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to an the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Revolving Loans that are ABR Loans. A certificate of an the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such the Issuing Lender), or any payment of interest on account thereof, such the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an the Issuing Lender shall be required to be returned by such the Issuing Lender, such L/C Participant shall return to such the Issuing Lender the portion thereof previously distributed by such the Issuing Lender to it.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the applicable Borrower in accordance with the terms of this AgreementAgreement (or in the event that any reimbursement received by the Issuing Lender shall be required to be returned by it at any time), such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursedreimbursed (or is so returned) (based on the Dollar Equivalent of the amount that is not so reimbursed (or is so returned)). Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the any Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the any Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower 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. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit is paid to such the Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to an the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR LoansLoans under the Revolving Facility. A certificate of an the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the applicable Borrower or otherwise, including proceeds of collateral applied thereto by such the Issuing Lender), or any payment of interest on account thereof, such the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an the Issuing Lender shall be required to be returned by such the Issuing Lender, such L/C Participant shall return to such the Issuing Lender the portion thereof previously distributed by such the Issuing Lender to it.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase purchase, subject to Section 2.19(c)(i), and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this AgreementAgreement (or in the event that any reimbursement received by the Issuing Lender shall be required to be returned by it at any time), such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing LenderXxxxxx’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursedreimbursed (or is so returned). Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower 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. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit is paid to such the Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to an the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans. A certificate of an the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such the Issuing Lender), or any payment of interest on account thereof, such the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an the Issuing Lender shall be required to be returned by such the Issuing Lender, such L/C Participant shall return to such the Issuing Lender the portion thereof previously distributed by such the Issuing Lender to it.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage Interest in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this AgreementAgreement (or in the event that any reimbursement received by the Issuing Lender shall be required to be returned by it at any time), such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage Interest of the amount of such draft, or any part thereof, that is not so reimbursedreimbursed (or is so returned). Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower 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. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit is paid to such the Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to an the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR LoansLoans under this Agreement. A certificate of an the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section 3.4 shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such the Issuing Lender), or any payment of interest on account thereof, such the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an the Issuing Lender shall be required to be returned by such the Issuing Lender, such L/C Participant shall return to such the Issuing Lender the portion thereof previously distributed by such the Issuing Lender to it.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5Article V, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower 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. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to an Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR LoansRevolving Loans under the Revolving Facility. A certificate of an Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this AgreementAgreement (or in the event that any reimbursement received by the Issuing Lender shall be required to be returned by it at any time), such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursedreimbursed (or is so returned). Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower 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. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit is paid to such the Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to an the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR LoansLoans under the Revolving Facility. A certificate of an the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section 3.4(b) shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral Collateral applied thereto by such the Issuing Lender), or any payment of interest on account thereof, such the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an the Issuing Lender shall be required to be returned by such the Issuing Lender, such L/C Participant shall return to such the Issuing Lender the portion thereof previously distributed by such the Issuing Lender to it.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by such Issuing Lender and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender Lenders that, if a draft is paid under any Letter of Credit for which such any Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this AgreementAgreement (or in the event that any reimbursement received by an Issuing Lender shall be required to be returned by it at any time), such L/C Participant shall pay to such the applicable Issuing Lender upon demand at such Issuing LenderXxxxxx’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursedreimbursed (or is so returned). Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such any Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit issued by such Issuing Lender is paid to such Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to an the applicable Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans. A certificate of an any Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.

L/C Participations. (ai) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Five-Year Commitment Percentage in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit for which such an Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such the applicable Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Five-Year Commitment Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the applicable Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5Article IV, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or by the Borrower, any other Loan Document by the Borrower 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. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (bii) If any amount required to be paid by any L/C Participant to an Issuing Lender pursuant to Section 3.4(a2.20(d)(i) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such the applicable Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such the applicable Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the applicable Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a2.20(d)(i) is not made available to an the applicable Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR LoansLoans under the Five-Year Facility. A certificate of an the applicable Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (ciii) Whenever, at any time after an Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a2.20(d)(i), such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such the applicable Issuing Lender), or any payment of interest on account thereof, such the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an such Issuing Lender shall be required to be returned by such the Issuing Lender, such L/C Participant shall return to such the applicable Issuing Lender the portion thereof previously distributed by such the Issuing Lender to it.

L/C Participations. (a) Each The Issuing Lender Lenders irrevocably agrees agree to grant and hereby grants grant to each L/C Participant, and, to induce such the Issuing Lender Lenders to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing LenderLenders, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such the Issuing Lender’s Lenders’ obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such an Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender Lenders that, if a draft is paid under any Letter of Credit for which such an Issuing Lender is not reimbursed in full by the Borrower Borrowers in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such any Issuing Lender, the Borrower Borrowers, any other Group Member or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the BorrowerTop Borrower and the Restricted Subsidiaries, (iv) any breach of this Agreement or any other Loan Document by the Borrower Borrowers, 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. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an the Issuing Lender Lenders pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender Lenders under any Letter of Credit is paid to such the Issuing Lender Lenders within three (3) Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender Lenders on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the Issuing LenderLenders, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to an the Issuing Lender Lenders by such L/C Participant within three (3) Business Days after the date such payment is due, such the Issuing Lender Lenders shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR LoansLoans under the Revolving Facility. A certificate of an Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such an Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower Borrowers or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.

L/C Participations. (a) Each Issuing Lender Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender Bank to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing LenderBank, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such Issuing LenderBank’s obligations and rights under and in respect of each Letter of Credit issued by it and the amount of each draft paid by such Issuing Lender Bank thereunder. Each L/C Participant agrees with each Issuing Lender Bank that, if a draft is paid under any Letter of Credit issued by it for which such Issuing Lender Bank is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender Bank upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed; provided that, nothing in this paragraph shall relieve the Issuing Bank of any liability resulting from the gross negligence or willful misconduct of the Issuing Bank. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such any Issuing LenderBank, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the financial condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower 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. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an the Administrative Agent for the account of any Issuing Lender Bank pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender Bank under any Letter of Credit is paid to the Administrative Agent for the account of such Issuing Lender Bank within three Business Days after the date such payment is due, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender Bank on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing LenderBank, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to an the Administrative Agent for the account of the relevant Issuing Lender Bank by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender 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 ABR LoansLoans under the Revolving Facility. A certificate of an the relevant Issuing Lender Bank submitted to any relevant L/C Participant with respect to any amounts owing under this Section 3.4 shall be conclusive presumptively correct in the absence of manifest demonstrable error. (c) Whenever, at any time after an any Issuing Lender Bank has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), ) such Issuing Lender Bank receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing LenderBank), or any payment of interest on account thereof, such Issuing Lender Bank will distribute to the Administrative Agent for the account of such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an such Issuing Lender Bank shall be required to be returned by such Issuing LenderBank, such L/C Participant shall return to the Administrative Agent for the account of such Issuing Lender Bank the portion thereof previously distributed by such Issuing Lender Bank to it.

L/C Participations. (a) Each Issuing Lender Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such each Issuing Lender Bank to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing LenderBank, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Bank Percentage in such Issuing LenderBank’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such Issuing Lender Bank thereunder. Each L/C Participant agrees with each Issuing Lender Bank that, if a draft is paid under any Letter of Credit for which such Issuing Lender Bank is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender Bank upon demand at such Issuing LenderBank’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Bank Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such Issuing LenderBank, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5Article V, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an the relevant Issuing Lender Bank pursuant to Section 3.4(a3.04(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender Bank under any Letter of Credit is paid to such Issuing Lender Bank within three Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender Bank on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing LenderBank, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a3.04(a) is not made available to an the relevant Issuing Lender Bank by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender 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 ABR Loans. A certificate of an such Issuing Lender Bank submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an the relevant Issuing Lender Bank has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a3.04(a), such Issuing Lender Bank receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender Bank will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an such Issuing Lender Bank shall be required to be returned by such Issuing LenderBank, such L/C Participant shall return to such Issuing Lender Bank the portion thereof previously distributed by such Issuing Lender Bank to it. (d) The participations of the other Banks in Letters of Credit cash collateralized on the date five Business Days prior to Maturity Date shall end on the Maturity Date.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by it for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such any Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the financial condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower 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. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an the Administrative Agent for the account of any Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of such Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to an the Administrative Agent for the account of the relevant Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR LoansLoans under the Revolving Facility. A certificate of an the relevant Issuing Lender submitted to any relevant L/C Participant with respect to any amounts owing under this Section shall be conclusive presumptively correct in the absence of manifest error. (c) Whenever, at any time after an any Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), ) such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to the Administrative Agent for the account of such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this AgreementAgreement (or in the event that any reimbursement received by such Issuing Lender shall be required to be returned by it at any time) (“Unreimbursed Amounts”), such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursedreimbursed (or is so returned). Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such any Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower 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. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an any Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the relevant Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to an the relevant Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR LoansLoans under the Revolving Facility. A certificate of an the relevant Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an any Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such the Issuing Lender upon demand (which demand, in the case of any demand made in respect of any draft under a Letter of Credit denominated in a currency other than Dollars, shall not be made prior to the date that the amount of such draft has been converted into Dollars in accordance with Section 3.5) at such the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document Credit Documents by the Borrower 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. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit is paid to such the Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to an the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR LoansLoans under the Revolving Facility. A certificate of an the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such the Issuing Lender), or any payment of interest on account thereof, such the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an the Issuing Lender shall be required to be returned by such the Issuing Lender, such L/C Participant shall return to such the Issuing Lender the portion thereof previously distributed by such the Issuing Lender to it.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this AgreementAgreement (or in the event that any reimbursement received by the Issuing Lender shall be required to be returned to it at any time), such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursedreimbursed (or is so returned). Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower 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. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (ba) If any amount required to be paid by any L/C Participant to an the Issuing Lender pursuant to Section 3.4(a3.4 a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit is paid to such the Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective 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 the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to an the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR LoansLoans under the Revolving Facility. A certificate of an the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (cb) Whenever, at any time after an the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral Collateral applied thereto by such the Issuing Lender), or any payment of interest on account thereof, such the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, provided that in the event that any such payment received by an the Issuing Lender shall be required to be returned by such the Issuing Lender, such L/C Participant shall return to such the Issuing Lender the portion thereof previously distributed by such the Issuing Lender to it.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C ParticipantLender, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant Lender irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C ParticipantLender’s own account and risk an undivided interest equal to such L/C ParticipantLender’s Revolving L/C Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant Lender agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreementpursuant to Section 3.5(a), such L/C Participant Lender shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount equal to such L/C ParticipantLender’s Revolving L/C Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C ParticipantLender’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 Lender may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower Borrower, any other Loan Party or any other L/C Participant Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to an Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans. A certificate of an Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Revolving Percentage in such the Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s 's Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s 's obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 56, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower 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. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an the Issuing Lender pursuant to Section 3.4(a3.10(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit is paid to such the Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a3.10(a) is not made available to an the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR LoansBase Rate Loans under the Revolving Facility. A certificate of an the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a3.10(a), such the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such the Issuing Lender), or any payment of interest on account thereof, such the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an the Issuing Lender shall be required to be returned by such the Issuing Lender, such L/C Participant shall return to such the Issuing Lender the portion thereof previously distributed by such the Issuing Lender to it.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant agrees with each Issuing Lender that, if a draft is paid prior to the Revolving Credit Termination Date under any Letter of Credit issued by it for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such any Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the financial condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower 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. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an the Administrative Agent for the account of any Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of such Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to an the Administrative Agent for the account of the relevant Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR LoansLoans under the Revolving Facility. A certificate of an the relevant Issuing Lender submitted to any relevant L/C Participant with respect to any amounts owing under this Section shall be conclusive presumptively correct in the absence of manifest error. (c) Whenever, at any time after an any Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), ) such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to the Administrative Agent for the account of such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount amount, in the absence of errors or omissions found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Issuing Lender, shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower 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. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit is paid to such the Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to an the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR LoansLoans under the Revolving Facility. A certificate of an the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such the Issuing Lender), or any payment of interest on account thereof, such the Issuing Lender will as reasonably promptly as possible distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an the Issuing Lender shall be required to be returned by such the Issuing Lender, such L/C Participant shall promptly return to such the Issuing Lender the portion thereof previously distributed by such the Issuing Lender to it.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this AgreementAgreement (or in the event that any reimbursement received by the Issuing Lender shall be required to be returned by it at any time), such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing LenderXxxxxx’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursedreimbursed (or is so returned). Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower 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. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit is paid to such the Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to an the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Revolving Loans that are ABR Loans. A certificate of an the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such the Issuing Lender), or any payment of interest on account thereof, such the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an the Issuing Lender shall be required to be returned by such the Issuing Lender, such L/C Participant shall return to such the Issuing Lender the portion thereof previously distributed by such the Issuing Lender to it.

L/C Participations. (a) Each The Issuing Lender Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender Bank to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing LenderBank, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Applicable Percentage in such the Issuing LenderBank’s obligations and rights under and in respect of each Letter of Credit (including, for the avoidance of doubt, each Existing Letter of Credit) and the amount of each draft paid by such the Issuing Lender Bank thereunder. Each L/C Participant agrees with each the Issuing Lender Bank that, if a draft is paid under any Letter of Credit issued by the Issuing Bank for which such the Issuing Lender Bank is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such the Issuing Lender Bank upon demand at such the Issuing LenderBank’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Applicable Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing LenderBank, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower 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. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an the Issuing Lender Bank pursuant to this Section 3.4(a) 3.4 in respect of any unreimbursed portion of any payment made by such the Issuing Lender Bank under any Letter of Credit is paid to such the Issuing Lender Bank within three Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender Bank on demand an amount equal to the product of (iA) such amount, times (iiB) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the Issuing LenderBank, times (iiiC) 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 this Section 3.4(a) 3.4 is not made available to an the Issuing Lender Bank by such L/C Participant within three Business Days after the date such payment is due, such the Issuing Lender 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 equal to the sum of (x) ABR plus (y) the Applicable Margin for Revolving Loans that are ABR Loans. A certificate of an the Issuing Lender Bank submitted to any L/C Participant with respect to any amounts owing under this Section 3.4 shall be conclusive in the absence of manifest error. (c) . Whenever, at any time after an the Issuing Lender Bank has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with this Section 3.4(a)3.4, such the Issuing Lender Bank receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such the Issuing LenderBank), or any payment of interest on account thereof, such the Issuing Lender Bank will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an the Issuing Lender Bank shall be required to be returned by such the Issuing LenderBank, such L/C Participant shall return to such the Issuing Lender Bank the portion thereof previously distributed by such the Issuing Lender Bank to it.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such each Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably Participant, subject to Section 2.7 irrevocably, absolutely and unconditionally agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk risk, an undivided participation interest in such Issuing Lender's obligations and rights under each Letter of Credit issued by such Issuing Lender hereunder and the amounts paid by such Issuing Lender thereunder or in connection therewith equal to such L/C Participant’s Revolving 's Stated Percentage for such Letter of Credit; provided that, with respect to each Lender (other than a Declining Lender), and after giving effect to such Lender's Stated Percentage of such Letter of Credit, such Lender's Extensions of Credit do not exceed such Lender's Maximum Credit Limit. (b) Each L/C Participant's obligation to accept and purchase for such L/C Participant's own account and risk, an undivided interest in such any Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit and the amount of each draft amounts paid by such Issuing Lender thereunder. Each L/C Participant agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit for which such Issuing Lender is not reimbursed thereunder or in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount connection therewith equal to such L/C Participant’s Revolving 's Stated Percentage for such Letter of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount Credit shall be absolute and unconditional and shall not be affected by any circumstance, including including, without limitation, (i) any setoffset-off, counterclaim, recoupment, defense or other right that which such L/C Participant may have against such Issuing Lender, the Borrower Borrower, or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5Default, (iii) any adverse change in the condition (financial or otherwise) of the Borrowerany Loan Party, (iv) any breach of this Agreement by any Loan Party or any other Loan Document by the Borrower or any other L/C Participant Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (c) If the Borrower fails to reimburse the applicable Issuing Lender pursuant to Section 3.5 at the time and on the due date specified in such Section (the "Reimbursement Date"), such Issuing Lender shall so notify the Administrative Agent (with a copy to the Borrower), which notice shall be provided on a Business Day, and specify in such notice the amount of the Unreimbursed Amount. Notwithstanding Immediately upon receipt of such notice from the foregoingapplicable Issuing Lender, in the event that a Administrative Agent shall notify each L/C Participant of the Reimbursement Date, the Unreimbursed Amount and the amount of such L/C Participant's Stated Percentage for the related Letter of Credit is extended beyond and such L/C Participant (other than ING) shall immediately pay to the Administrative Agent for the account of such Issuing Lender such percentage thereof, without setoff, deduction, recoupment, defense, or counterclaim of any nature whatsoever, provided, however, that, with respect to ING, the Administrative Agent will advance ING's portion of such Unreimbursed Amount on the date of such notice and ING shall be irrevocably obligated, regardless of whether it has affirmatively agreed to fund its Stated Percentage of the related Revolving Termination Date Credit Loan made in accordance with Section 3.1(a3.5(b), to pay to the obligations Administrative Agent the amount of an L/C Participant such Revolving Credit Loan advanced by the Administrative Agent on ING's behalf, plus interest (at the rate specified in the Fronting Fee Letter) at the Administrative Agent's office specified in Section 11.2 prior to 3:00 p.m. (New York City time) on the date that is not a Continuing Lender shall terminate on one (1) Business Day after the Revolving Termination Date (without regard to date of such extension)notice. (bd) If any amount required to be paid by any L/C Participant to an the applicable Issuing Lender pursuant to Section Sections 3.4(a), 3.4(b) and 3.4(c) in respect of any unreimbursed portion Unreimbursed Amount is paid to the applicable Issuing Lender within one Business Day after such L/C Participant receives a copy of any payment made the notice delivered by such Issuing Lender under any Letter to the Administrative Agent, pursuant to Section 3.4(c) (provided that, if such notice is not received by such L/C Participant prior to 11:00 a.m. (New York City time), the amount required to be paid shall be due on the second Business Day following the receipt of Credit is paid to such Issuing Lender within three Business Days after the date such payment is duenotice), such L/C Participant shall pay on that Business Day to such Issuing Lender from its Applicable Lending Office for the Letter of Credit for which reimbursement is being sought on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate Rate, as quoted by such Issuing Lender, during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during the period from and including the date of such period Issuing Lender's payment of the demand or drawing which gave rise to such Unreimbursed Amount to the date of such payment by such L/C Participant to such Issuing Lender and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to this Section 3.4(a) 3.4 is not in fact made available to an the applicable Issuing Lender by such L/C Participant within three such one or two, as applicable, Business Days after the date such payment is dueDay period, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date during the period referred to in clause (iii) of the preceding sentence at the rate per annum applicable to ABR LoansCost of Funds Loans hereunder. A certificate of an any Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section 3.4 shall be conclusive in the absence of manifest error. (ce) Whenever, at any time after an the applicable Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share Stated Percentage of such payment in accordance with Section 3.4(a3.4(c) plus amounts payable under Section 3.4(c), such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral Collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share Stated Percentage thereof; provided, however, that in the event that any such payment received by an such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C ParticipantLender, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant Lender irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C ParticipantLender’s own account and risk an undivided interest equal to such L/C ParticipantLender’s Revolving L/C Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant Lender agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreementpursuant to Section 3.5(a), such L/C Participant Lender shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount equal to such L/C ParticipantLender’s Revolving L/C Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C ParticipantLender’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 Lender may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower Borrower, any other Loan Party or any other L/C Participant Lender, or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to an Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans. A certificate of an Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage Interest in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this AgreementAgreement (or in the event that any reimbursement received by the Issuing Lender shall be required to be returned by it at any time), such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage Interest of the amount of such draft, or any part thereof, that is not so reimbursedreimbursed (or is so returned). Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower 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. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit is paid to such the Issuing Lender within three (3) Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to an the Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, such the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR LoansLoans under this Agreement. A certificate of an the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section 3.4 shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such the Issuing Lender), or any payment of interest on account thereof, such the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an the Issuing Lender shall be required to be returned by such the Issuing Lender, such L/C Participant shall return to such the Issuing Lender the portion thereof previously distributed by such the Issuing Lender to it. (d) Provided that Borrower has made the payments required pursuant to Section 2.1(b), on the Class B Termination Date, all outstanding Letters of Credit shall continue and be allocated among the Class A Lenders in accordance with each Class A Lender’s Percentage Interest (after giving effect to the adjustment in such Percentage Interest described in Section 2.1(c)(ii)).

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower 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. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit is paid to such the Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to an the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans. A certificate of an the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such the Issuing Lender), or any payment of interest on account thereof, such the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an the Issuing Lender shall be required to be returned by such the Issuing Lender, such L/C Participant shall return to such the Issuing Lender the portion thereof previously distributed by such the Issuing Lender to it.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such each Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage Interest in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this AgreementAgreement (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 to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein on Schedule 1.1E or such other address as such Issuing Lender shall notify to the L/C Participants an amount equal to such L/C Participant’s Revolving Percentage Interest of the amount of such draft, or any part thereof, that is not so reimbursedreimbursed (or is so returned). Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such any Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower 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. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an any Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three (3) Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to an any Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR LoansLoans under this Agreement. A certificate of an Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section 3.4 shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an any Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5Article V, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower 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. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an the Issuing Lender pursuant to Section 3.4(a3.04(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit is paid to such the Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a3.04(a) is not made available to an the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR LoansPrime Loans under the Revolving Facility. A certificate of an the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a3.04(a), such the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such the Issuing Lender), or any payment of interest on account thereof, such the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an the Issuing Lender shall be required to be returned by such the Issuing Lender, such L/C Participant shall return to such the Issuing Lender the portion thereof previously distributed by such the Issuing Lender to it.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such each Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage Interest in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this AgreementAgreement (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 to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein on Schedule 1.1E or such other address as such Issuing Lender shall notify to the L/C Participants an amount equal to such L/C Participant’s Revolving Percentage Interest of the amount of such draft, or any part thereof, that is not so reimbursedreimbursed (or is so returned). Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such any Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower 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. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an any Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three (3) Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective New York Fed Bank Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to an any Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR LoansLoans under this Agreement. A certificate of an Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section 3.4 shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an any Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant agrees with each Issuing Lender that, if a draft is paid prior to the Revolving Credit Termination Date under any Letter of Credit issued by it for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such any Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the financial condition (financial or otherwise) of Holdings, the Borrower, or their respective Subsidiaries, (iv) any breach of this Agreement or any other Loan Document by the Borrower 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. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an the Administrative Agent for the account of any Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of such Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to an the Administrative Agent for the account of the relevant Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR LoansLoans under the Revolving Facility. A certificate of an the relevant Issuing Lender submitted to any relevant L/C Participant with respect to any amounts owing under this Section shall be conclusive presumptively correct in the absence of manifest error. (c) Whenever, at any time after an any Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), ) such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to the Administrative Agent for the account of such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender Lenders to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower 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. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an any Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to an the relevant Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR LoansLoans under the Revolving Facility. A certificate of an the relevant Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an the relevant Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Revolving Percentage in such the Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s 's Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s 's obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower 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. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit is paid to such the Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to an the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR LoansLoans under the Revolving Facility. A certificate of an the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such the Issuing Lender), or any payment of interest on account thereof, such the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an the Issuing Lender shall be required to be returned by such the Issuing Lender, such L/C Participant shall return to such the Issuing Lender the portion thereof previously distributed by such the Issuing Lender to it.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this AgreementAgreement (or in the event that any reimbursement received by the Issuing Lender shall be required to be returned by it at any time), such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursedreimbursed (or is so returned). Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 59, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Credit Document by the Borrower Borrower, any other Loan Party (to the extent applicable) or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an the Issuing Lender pursuant to Section 3.4(a2.3(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit is paid to such the Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a2.3(a) is not made available to an the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR LoansLoans under the Revolving Facility. A certificate of an the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a2.3(a), such the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such the Issuing Lender), or any payment of interest on account thereof, such the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an the Issuing Lender shall be required to be returned by such the Issuing Lender, such L/C Participant shall return to such the Issuing Lender the portion thereof previously distributed by such the Issuing Lender to it.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower Company in accordance with the terms of this AgreementAgreement (or in the event that any reimbursement received by the Issuing Lender shall be required to be returned by it at any time), such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursedreimbursed (or is so returned). Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the Borrower 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 Section 5, (iii) any adverse change in the condition (financial or otherwise) of the BorrowerCompany, (iv) any breach of this Agreement or any other Loan Document by the Borrower 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. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit is paid to such the Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to an the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR LoansLoans under the Revolving Facility. A certificate of an the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower Company or otherwise, including proceeds of collateral applied thereto by such the Issuing Lender), or any payment of interest on account thereof, such the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an the Issuing Lender shall be required to be returned by such the Issuing Lender, such L/C Participant shall return to such the Issuing Lender the portion thereof previously distributed by such the Issuing Lender to it.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant agrees with each Issuing Lender that, if a draft is paid prior to the Revolving Termination Date under any Letter of Credit issued by it for which such Issuing Lender is not reimbursed in full by the Borrower on the date due therefor in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such any Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the financial condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower 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. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an the Administrative Agent for the account of any Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of such Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender on demand an amount equal to the sum of (x) the product of (i) such amount, times (ii) the daily average Federal Funds Effective Overnight Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360, plus (y) any reasonable administrative, processing or similar fees customarily charged by such Issuing Lender in connection with the foregoing. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to an the Administrative Agent for the account of the relevant Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR LoansLoans under the Revolving Facility. A certificate of an the relevant Issuing Lender submitted to any relevant L/C Participant with respect to any amounts owing under this Section shall be conclusive presumptively correct in the absence of manifest error. (c) Whenever, at any time after an any Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), ) such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to the Administrative Agent for the account of such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it. (d) Until each L/C Participant reimburses the applicable Issuing Lender for any amount drawn under any Letter of Credit, interest in respect of such L/C Participant’s Revolving Percentage of such amount shall be solely for the account of such Issuing Lender.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this AgreementAgreement (or in the event that any reimbursement received by the Issuing Lender shall be required to be returned by it at any time), such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursedreimbursed (or is so returned). Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower 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. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit is paid to such the Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to an the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR LoansLoans under the Revolving Facility. A certificate of an the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such the Issuing Lender), or any payment of interest on account thereof, such the Issuing Lender will distribute to such L/C Participant its pro rata share thereofthereof (it being understood that any such distribution shall be in Dollars and the Issuing Lender shall convert any amounts received by it in a currency other than Dollars into the Dollar Equivalent thereof for purposes of such distribution); provided, however, that in the event that any such payment received by an the Issuing Lender shall be required to be returned by such the Issuing Lender, such L/C Participant shall return to such the Issuing Lender the portion thereof previously distributed by such the Issuing Lender to it.

L/C Participations. (a) Each The Issuing Lender Lenders irrevocably agrees agree to grant and hereby grants grant to each L/C Participant, and, to induce such the Issuing Lender Lenders to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing LenderLenders, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such the Issuing Lender’s Lenders’ obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such an Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender Lenders that, if a draft is paid under any Letter of Credit for which such an Issuing Lender is not reimbursed in full by the Borrower Revolving Borrowers in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such any Issuing Lender, the Borrower Revolving Borrowers, any other Group Member or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the BorrowerBorrower Representative and the Restricted Subsidiaries, (iv) any breach of this Agreement or any other Loan Document by the Borrower Borrowers, 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. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to an Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans. A certificate of an Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it and the amount of each draft drawing paid by such Issuing Lender thereunder. Each L/C Participant agrees with each Issuing Lender that, if a draft drawing is paid prior to the Revolving Termination Date under any Letter of Credit issued by it for which such Issuing Lender is not reimbursed in full by the Borrower on the date due therefor in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draftdrawing, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such any Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the financial condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower 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. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an the Administrative Agent for the account of any Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of such Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender on demand an amount equal to the sum of (x) the product of (i) such amount, times (ii) the daily average Federal Funds Effective Overnight Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360, plus (y) any reasonable administrative, processing or similar fees customarily charged by such Issuing Lender in connection with the foregoing. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to an the Administrative Agent for the account of the relevant Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR LoansLoans under the Revolving Facility. A certificate of an the relevant Issuing Lender submitted to any relevant L/C Participant with respect to any amounts owing under this Section 3.4 shall be conclusive presumptively correct in the absence of manifest error. (c) Whenever, at any time after an any Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to the Administrative Agent for the account of such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it. (d) Until each L/C Participant reimburses the applicable Issuing Lender for any amount drawn under any Letter of Credit, interest in respect of such L/C Participant’s Revolving Percentage of such amount shall be solely for the account of such Issuing Lender. (e) The requirements hereunder with respect to L/C Participations shall survive the termination of this Agreement and repayment of the Obligations hereunder.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the applicable Borrower in accordance with the terms of this AgreementAgreement (or in the event that any reimbursement received by the Issuing Lender shall be required to be returned by it at any time), such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing LenderXxxxxx’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursedreimbursed (or is so returned) (based on the Dollar Equivalent of the amount that is not so reimbursed (or is so returned)). Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the any Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the any Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower 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. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit is paid to such the Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to an the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR LoansLoans under the Revolving Facility. A certificate of an the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such each Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such each Issuing Lender thereunder. Each L/C Participant agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit for which such any Issuing Lender is not reimbursed in full by the Borrower or the relevant Foreign Subsidiary Borrower, as the case may be, in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such any Issuing Lender, the Borrower or any Foreign Subsidiary Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower or any Foreign Subsidiary Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower or any Foreign Subsidiary 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. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an any Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such any Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to an such Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans. A certificate of an such Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower, any Foreign Subsidiary Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, provided that in the event that any such payment received by an such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant agrees with each Issuing Lender that, if a draft is paid prior to the Revolving Credit Termination Date under any Letter of Credit issued by it for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such any Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the financial condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower 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. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an the Administrative Agent for the account of any Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of such Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to an the Administrative Agent for the account of the relevant Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR LoansLoans under the Revolving Facility. A certificate of an the relevant Issuing Lender submitted to any relevant L/C Participant with respect to any amounts owing under this Section shall be conclusive presumptively correct in the absence of manifest error. (c) Whenever, at any time after an any Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), ) such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to the Administrative Agent for the account of such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower Company in accordance with the terms of this AgreementAgreement (or in the event that any reimbursement received by the Issuing Lender shall be required to be returned by it at any time), such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursedreimbursed (or is so returned). Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the any Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the BorrowerBorrowers, (iv) any breach of this Agreement or any other Loan Document by the Borrower 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. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit is paid to such the Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to an the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans. A certificate of an the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower Company or otherwise, including proceeds of collateral applied thereto by such the Issuing Lender), or any payment of interest on account thereof, such the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an the Issuing Lender shall be required to be returned by such the Issuing Lender, such L/C Participant shall return to such the Issuing Lender the portion thereof previously distributed by such the Issuing Lender to it.

L/C Participations. (a) Each The Issuing Lender Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender Bank to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing LenderBank, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such the Issuing LenderBank’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender Bank thereunder. Each L/C Participant agrees with each the Issuing Lender Bank that, if a draft is paid under any Letter of Credit issued by the Issuing Bank for which such the Issuing Lender Bank is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such the Issuing Lender Bank upon demand at such the Issuing LenderBank’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing LenderBank, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower 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. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an the Issuing Lender Bank pursuant to this Section 3.4(a) 3.4 in respect of any unreimbursed portion of any payment made by such the Issuing Lender Bank under any Letter of Credit is paid to such the Issuing Lender Bank within three Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender Bank on demand an amount equal to the product of (iA) such amount, times (iiB) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the Issuing LenderBank, times (iiiC) 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 this Section 3.4(a) 3.4 is not made available to an the Issuing Lender Bank by such L/C Participant within three Business Days after the date such payment is due, such the Issuing Lender 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 ABR LoansLoans under the Revolving Facility. A certificate of an the Issuing Lender Bank submitted to any L/C Participant with respect to any amounts owing under this Section 3.4 shall be conclusive in the absence of manifest error. (c) . Whenever, at any time after an the Issuing Lender Bank has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with this Section 3.4(a)3.4, such the Issuing Lender Bank receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such the Issuing LenderBank), or any payment of interest on account thereof, such the Issuing Lender Bank will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an the Issuing Lender Bank shall be required to be returned by such the Issuing LenderBank, such L/C Participant shall return to such the Issuing Lender Bank the portion thereof previously distributed by such the Issuing Lender Bank to it.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C ParticipantLender, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant Lender irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C ParticipantXxxxxx’s own account and risk an undivided interest equal to such L/C ParticipantLender’s Revolving L/C Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant Lender agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreementpursuant to Section 3.5(a), such L/C Participant Lender shall pay to such the Issuing Lender upon demand at such the Issuing LenderXxxxxx’s address for notices specified herein an amount equal to such L/C ParticipantLender’s Revolving L/C Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C ParticipantLender’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 Lender may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 55.2, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower Borrower, any other Loan Party or any other L/C Participant Lender, or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to an Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans. A certificate of an Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower or any other L/C Participant or (v) any other NEWYORK 9337890 circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to an Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans. A certificate of an Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the AMERICAS 91292576 occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to an Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans. A certificate of an Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the applicable Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such Issuing Lender, the applicable Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the applicable Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower 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. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to an such Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Loans. A certificate of an such Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the applicable Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Commitment Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein or specified by notice to all parties an amount equal to such L/C Participant’s Revolving Commitment Percentage of the amount of such draftdraft in the applicable currency, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 54, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Transaction Document by the Borrower 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. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an the Issuing Lender pursuant to Section 3.4(a2.3(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit is paid to such the Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) a rate equal to the greater of (x) (as to amounts in Dollars only) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the Issuing LenderLender and (y) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a2.3(a) is not made available to an the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the a rate per annum applicable to ABR Loansdetermined by the Issuing Lender. A certificate of an the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a2.3(a), such the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such the Issuing Lender), or any payment of interest on account thereof, such the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an the Issuing Lender shall be required to be returned by such the Issuing Lender, such L/C Participant shall return to such the Issuing Lender the portion thereof previously distributed by such the Issuing Lender to it.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 56, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower 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. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an the Issuing Lender pursuant to Section 3.4(a3.10(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit is paid to such the Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a3.10(a) is not made available to an the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR LoansLoans under the Revolving Facility. A certificate of an the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a3.10(a), such the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such the Issuing Lender), or any payment of interest on account thereof, such the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an the Issuing Lender shall be required to be returned by such the Issuing Lender, such L/C Participant shall return to such the Issuing Lender the portion thereof previously distributed by such the Issuing Lender to it.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C ParticipantLender, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant Lender irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C ParticipantLender’s own account and risk an undivided interest equal to such L/C ParticipantLender’s Revolving L/C Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the Dollar Equivalent of the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant Lender agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreementpursuant to Section 3.5(a), such L/C Participant Lender shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount equal to such L/C ParticipantLender’s Revolving L/C Percentage of the Dollar Equivalent of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C ParticipantLender’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 Lender may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower Borrower, any other Loan Party or any other L/C Participant Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to an Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans. A certificate of an Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.”

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the financial condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower 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. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit is paid to such the Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to an the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR LoansLoans under the Revolving Facility. A certificate of an the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such the Issuing Lender), or any payment of interest on account thereof, such the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an the Issuing Lender shall be required to be returned by such the Issuing Lender, such L/C Participant shall return to such the Issuing Lender the portion thereof previously distributed by such the Issuing Lender to it.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such Issuing Lender’s obligations and rights under and in respect of AMERICAS 91292616 each Letter of Credit and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to an Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans. A certificate of an Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.. AMERICAS 91292616

L/C Participations. (a) Each L/C Participations. The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C ParticipantLender, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant Lender irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C ParticipantLender’s own account and risk an undivided interest equal to such L/C ParticipantLender’s Revolving L/C Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant Lender agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreementpursuant to Section 3.5(a), such L/C Participant Lender shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount equal to such L/C ParticipantLender’s Revolving L/C Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C ParticipantLender’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 Lender may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 55.3, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower Borrower, any other Loan Party or any other L/C Participant Lender, or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to an Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans. A certificate of an Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage Interest in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this AgreementAgreement (or in the event that any reimbursement received by the Issuing Lender shall be required to be returned by it at any time), such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing LenderXxxxxx’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage Interest of the amount of such draft, or any part thereof, that is not so reimbursedreimbursed (or is so returned). Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower 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. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit is paid to such the Issuing Lender within three (3) Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to an the Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, such the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR LoansLoans under this Agreement. A certificate of an the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section 3.4 shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such the Issuing Lender), or any payment of interest on account thereof, such the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an the Issuing Lender shall be required to be returned by such the Issuing Lender, such L/C Participant shall return to such the Issuing Lender the portion thereof previously distributed by such the Issuing Lender to it. (d) Provided that Borrower has made the payments required pursuant to Section 2.1(b), on the Class B Termination Date, all outstanding Letters of Credit shall continue and be allocated among the Class A Lenders in accordance with each Class A Lender’s Percentage Interest (after giving effect to the adjustment in such Percentage Interest described in Section 2.1(c)(ii)).

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower Company in accordance with the terms of this AgreementAgreement (or in the event that any reimbursement received by the Issuing Lender shall be required to be returned by it at any time), such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursedreimbursed (or is so returned). Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the any Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the BorrowerBorrowers, (iv) any breach of this Agreement or any other Loan Document by the Borrower 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. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit is paid to such the Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to an the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans. A certificate of an the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower Company or otherwise, including proceeds of collateral applied thereto by such the Issuing Lender), or any payment of interest on account thereof, such the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an the Issuing Lender shall be required to be returned by such the Issuing Lender, such L/C Participant shall return to such the Issuing Lender the portion thereof previously distributed by such the Issuing Lender to it.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such each Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage Interest in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this AgreementAgreement (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 to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein on Schedule 1.1D or such other address as such Issuing Lender shall notify to the L/C Participants an amount equal to such L/C Participant’s Revolving Percentage Interest of the amount of such draft, or any part thereof, that is not so reimbursedreimbursed (or is so returned). Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such any Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower 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. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an any Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three (3) Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to an any Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR LoansLoans under this Agreement. A certificate of an Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section 3.4 shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an any Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it. (d) If the maturity date in respect of any tranche of Commitments occurs prior to the expiration of any Letter of Credit, then if one or more other tranches of Commitments in respect of which the maturity date shall not have occurred are then in effect, then on such earlier maturity date (i) the Borrower shall, if applicable, prepay the Loans of non-terminating tranches in an amount such that such Letters of Credit may be reallocated in whole to the Commitments in respect of such non-terminating tranches and (ii) such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof) pursuant to Section 3.5 under (and ratably participated in by Lenders pursuant to) the Commitments in respect of such non-terminating tranches. Except to the extent of reallocations of participations pursuant to the immediately preceding sentence, the occurrence of a maturity date with respect to a given tranche of Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Lenders in any Letter of Credit issued before such maturity date. Commencing with the maturity date of any tranche of Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranches and the Issuing Lender.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage Interest in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this AgreementAgreement (or in the event that any reimbursement received by the Issuing Lender shall be required to be returned by it at any time), such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing LenderXxxxxx’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage Interest of the amount of such draft, or any part thereof, that is not so reimbursedreimbursed (or is so returned). Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower 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. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit is paid to such the Issuing Lender within three (3) Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to an the Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, such the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR LoansLoans under this Agreement. A certificate of an the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section 3.4 shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such the Issuing Lender), or any payment of interest on account thereof, such the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an the Issuing Lender shall be required to be returned by such the Issuing Lender, such L/C Participant shall return to such the Issuing Lender the portion thereof previously distributed by such the Issuing Lender to it. (d) Provided that Borrower has made the payments required pursuant to Section 2.1(b), on the Class B Termination Date, all outstanding Letters of Credit shall continue and be allocated among the Class A Lenders in accordance with each Class A Lender’s Percentage Interest (after giving effect to the adjustment in such Percentage Interest described in Section 2.1(c)(ii)).

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).. NEWYORK 9337884 (b) If any amount required to be paid by any L/C Participant to an Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to an Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans. A certificate of an Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Revolving Percentage in such the Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s 's Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s 's obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower 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. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit is paid to such the Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to an the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR LoansLoans under the Revolving Facility. A certificate of an the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such the Issuing Lender), or any payment of interest on account thereof, such the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an the Issuing Lender shall be required to be returned by such the Issuing Lender, such L/C Participant shall return to such the Issuing Lender the portion thereof previously distributed by such the Issuing Lender to it.

L/C Participations. (a) Each Issuing Lender Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such each Issuing Lender Bank to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing LenderBank, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Bank Percentage in such Issuing LenderBank’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such Issuing Lender Bank thereunder. Each L/C Participant agrees with each Issuing Lender Bank that, if a draft is paid under any Letter of Credit for which such Issuing Lender Bank is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender Bank upon demand at such Issuing LenderBank’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Bank Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such Issuing LenderBank, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5Article V, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an the relevant Issuing Lender Bank pursuant to Section 3.4(a3.04(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender Bank under any Letter of Credit is paid to such Issuing Lender Bank within three Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender Bank on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing LenderBank, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a3.04(a) is not made available to an the relevant Issuing Lender Bank by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender 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 ABR Loans. A certificate of an such Issuing Lender Bank submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an the relevant Issuing Lender Bank has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a3.04(a), such Issuing Lender Bank receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender Bank will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an such Issuing Lender Bank shall be required to be returned by such Issuing LenderBank, such L/C Participant shall return to such Issuing Lender Bank the portion thereof previously distributed by such Issuing Lender Bank to it. (d) The participations of the other Banks in Letters of Credit cash collateralized on the date five Business Days prior to Maturity Date shall end on the Maturity Date and the participations of Non-Extending Banks in Letters of Credit cash collateralized five Business Days prior to the date that is the then Current Maturity Date in respect of the Commitments of such Non-Extending Banks shall end on such then Current Maturity Date.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower Company in accordance with the terms of this AgreementAgreement (or in the event that any reimbursement received by the Issuing Lender shall be required to be returned by it at any time), such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursedreimbursed (or is so returned). Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the any Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the BorrowerBorrowers, (iv) any breach of this Agreement or any other Loan Document by the any Borrower or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit is paid to such the Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to an the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR LoansLoans under the Revolving Facility. A certificate of an the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower Company or otherwise, including proceeds of collateral applied thereto by such the Issuing Lender), or any payment of interest on account thereof, such the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an the Issuing Lender shall be required to be returned by such the Issuing Lender, such L/C Participant shall return to such the Issuing Lender the portion thereof previously distributed by such the Issuing Lender to it.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Revolving Percentage in such the Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit and the amount of each draft all amounts paid by such the Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender that, if a draft payment is paid made under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s 's Revolving Percentage of the amount of such draftpayment, or any part thereof, that is not so reimbursed. Each L/C Participant’s 's obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower 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. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit is paid to such the Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to an the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR LoansLoans under the Revolving Facility. A certificate of an the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such the Issuing Lender), or any payment of interest on account thereof, such the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an the Issuing Lender shall be required to be returned by such the Issuing Lender, such L/C Participant shall return to such the Issuing Lender the portion thereof previously distributed by such the Issuing Lender to it.

L/C Participations. (a) Each Issuing Lender Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such each Issuing Lender Bank to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing LenderBank, on the terms and conditions set forth below, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s Revolving 's Canadian/US Secured Commitment Percentage in such Issuing Lender’s Bank's obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such Issuing Lender Bank thereunder. Each L/C Participant agrees with each Issuing Lender Bank that, if a draft is paid under any Letter of Credit for which such Issuing Lender Bank is not reimbursed in full by the Borrower Borrowers in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender Bank upon demand at such Issuing Lender’s Bank's address for notices specified herein an amount equal to such L/C Participant’s Revolving 's Canadian/US Secured Commitment Percentage of the amount of such draft, or any part thereof, that is not so reimbursed; provided that with respect to participations in any Letter of Credit denominated in an Alternative Currency, such participation shall be made in Dollars, in an amount equal to the Dollar Equivalent of the amount of such participation, if the Borrower's reimbursement obligation with respect to such Letter of Credit has been converted to Dollars in accordance with subsection 2A.5. Each L/C Participant’s 's obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such Issuing LenderBank, the Borrower Borrowers 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 54, (iii) any adverse change in the condition (financial or otherwise) of the BorrowerBorrowers, (iv) any breach of this Agreement or any other Loan Document by the Borrower Borrowers, 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. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an any Issuing Lender Bank pursuant to Section 3.4(asubsection 2A.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender Bank under any Letter of Credit is paid to such Issuing Lender Bank within three Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender Bank on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing LenderBank, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(asubsection 2A.4(a) is not made available to an such Issuing Lender Bank by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender 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 ABR LoansLoans under the Extended Secured Commitments. A certificate of an any Issuing Lender Bank submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an any Issuing Lender Bank has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(asubsection 2A.4(a), such Issuing Lender Bank receives any payment related to such Letter of Credit (whether directly from the a Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing LenderBank), or any payment of interest on account thereof, such Issuing Lender Bank will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an such Issuing Lender Bank shall be required to be returned by such Issuing LenderBank, such L/C Participant shall return to such Issuing Lender Bank the portion thereof previously distributed by such Issuing Lender Bank to it.

L/C Participations. (ai) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Commitment Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such the Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Commitment Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5Article IV, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or by the Borrower, any other Loan Document by the Borrower 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. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (bii) If any amount required to be paid by any L/C Participant to an the Issuing Lender pursuant to Section 3.4(a2.3(d)(i) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit is paid to such the Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a2.3(d)(i) is not made available to an the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR LoansLoans under the Revolving Credit Facility. A certificate of an the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (ciii) Whenever, at any time after an the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a2.3(d)(i), such the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such the Issuing Lender), or any payment of interest on account thereof, such the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an the Issuing Lender shall be required to be returned by such the Issuing Lender, such L/C Participant shall return to such the Issuing Lender the portion thereof previously distributed by such the Issuing Lender to it.

L/C Participations. (a) Each The Issuing Lender Lenders irrevocably agrees agree to grant and hereby grants grant to each L/C Participant, and, to induce such the Issuing Lender Lenders to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing LenderLenders, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such the Issuing Lender’s Lenders’ obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such an Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender Lenders that, if a draft is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower Borrowers in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such Issuing Lender, the Borrower Borrowers, any other Group Member or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the BorrowerBorrowers, (iv) any breach of this Agreement or any other Loan Document by the Borrower Borrowers, 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. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three (3) Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to an such Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR LoansLoans under the Revolving Facility. A certificate of an Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower Borrowers or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such each Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage Interest in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this AgreementAgreement (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 to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein on Schedule 1.1D or such other address as such Issuing Lender shall notify to the L/C Participants an amount equal to such L/C Participant’s Revolving Percentage Interest of the amount of such draft, or any part thereof, that is not so reimbursedreimbursed (or is so returned). Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such any Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower 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. Notwithstanding Upon the foregoingNon-Extended Termination Date, in the event that a Letter if there are outstanding Letters of Credit, such Letters of Credit is extended beyond shall automatically be deemed to have been issued (including for purposes of the Revolving obligations of the Lenders to purchase participations therein and to make payments in respect thereof pursuant to this Section 3.4) under (and ratably participated in by Lenders pursuant to) the Extended Commitments (it being understood that the participations therein of the Non-Extended Lenders shall be correspondingly released) and, to the extent necessary, the Borrower shall pay in cash outstanding Loans of the Extended Lenders on the Non-Extended Termination Date in accordance with Section 3.1(a), an amount sufficient to permit the obligations reallocation of an the L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard Exposure relating to such extension)outstanding Letters of Credit contemplated hereby. (b) If any amount required to be paid by any L/C Participant to an any Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three (3) Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to an any Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR LoansLoans under this Agreement. A certificate of an Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section 3.4 shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an any Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to an Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans. A certificate of an Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.with

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Revolving Percentage in such Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant agrees with each such Issuing Lender that, if a draft is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this AgreementAgreement (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 to such Issuing Lender upon demand at such Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s 's Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursedreimbursed (or is so returned). Each L/C Participant’s 's obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5Article IV, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower 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. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to an Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans. A certificate of an Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender Lenders to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each such Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s own account and risk risk, an undivided interest equal to such L/C Participant’s Revolving Percentage in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued or provided by such Issuing Lender hereunder and the amount of each draft amounts paid by such Issuing Lender thereunder. Each L/C Participant agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount thereunder equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Commitment Percentage. (b) Each L/C Participant’s obligation to pay accept and purchase for such amount L/C Participant’s own account and risk, an undivided interest in an Issuing Lender’s obligations and rights under each Letter of Credit issued or provided by such Issuing Lender hereunder and the amounts paid by such Issuing Lender thereunder equal to such L/C Participant’s Commitment Percentage shall be absolute and unconditional and shall not be affected by any circumstance, including including, without limitation, (i) any setoffset-off, counterclaim, recoupment, defense or other right that which such L/C Participant may have against such any Issuing Lender, the Borrower any Borrower, or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5Default, (iii) any adverse change in the condition (financial or otherwise) of the Borrowerany Loan Party, (iv) any breach of this Agreement by any Loan Party or any other Loan Document by the Borrower or any other L/C Participant Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding . (c) If any Borrower fails to reimburse any Issuing Lender pursuant to Section 3.5(a) at the foregoing, time and on the due date specified in such Section (the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a“Reimbursement Date”), such Issuing Lender shall so notify the obligations Administrative Agent (with a copy to the Borrowers), which notice shall be provided on a Business Day, and specify in such notice the amount of an the Unreimbursed Amount. Immediately upon receipt of such notice from such Issuing Lender, the Administrative Agent shall notify each L/C Participant that is not a Continuing Lender shall terminate on of the Revolving Termination Date (without regard to Reimbursement Date, the Unreimbursed Amount, and the amount of such extension)L/C Participant’s Commitment Percentage. (bd) If any amount required to be paid by any L/C Participant to an any Issuing Lender pursuant to Section 3.4(a), 3.4(b) and 3.4(c) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit Unreimbursed Amount is paid to such Issuing Lender within three one (1) Business Days Day after such L/C Participant receives a copy of the date notice delivered by the relevant Issuing Lender to the Administrative Agent, pursuant to Section 3.4(c) (provided that, if such payment notice is duenot received by such L/C Participant prior to 11:00 a.m. (New York City time), the amount required to be paid shall be due on the second Business Day following the receipt of such notice), such L/C Participant shall pay on that Business Day to such Issuing Lender from its Applicable Lending Office for the Letter of Credit for which reimbursement is being sought on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate Rate, as quoted by such Issuing Lender, during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to this Section 3.4(a) 3.4 is not in fact made available to an the applicable Issuing Lender by such L/C Participant within three such one (1) Business Days after the date such payment is dueDay period, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR LoansBase Rate Loans hereunder. A certificate of an any Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section 3.4 shall be conclusive in the absence of manifest error. (ce) Whenever, at any time after an any Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share Commitment Percentage of such payment in accordance with Section 3.4(a3.4(c), such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower Borrowers or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share Commitment Percentage thereof; provided, however, that in the event that any such payment received by an such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.

L/C Participations. (ai) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Five-Year Commitment Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower Gannett in accordance with the terms of this Agreement, such L/C Participant shall pay to such the Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Five-Year Commitment Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the Borrower Gannett or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5Article IV, (iii) any adverse change in the condition (financial or otherwise) of the BorrowerGannett, (iv) any breach of this Agreement or by Gannett, any other Loan Document by the Borrower 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. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (bii) If any amount required to be paid by any L/C Participant to an the Issuing Lender pursuant to Section 3.4(a2.20(d)(i) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit is paid to such the Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a2.20(d)(i) is not made available to an the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR LoansLoans under the Five-Year Facility. A certificate of an the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (ciii) Whenever, at any time after an the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a2.20(d)(i), such the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower Gannett or otherwise, including proceeds of collateral applied thereto by such the Issuing Lender), or any payment of interest on account thereof, such the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an the Issuing Lender shall be required to be returned by such the Issuing Lender, such L/C Participant shall return to such the Issuing Lender the portion thereof previously distributed by such the Issuing Lender to it.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower 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. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit is paid to such the Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such Table of Contents payment is immediately available to such the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to an the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR LoansLoans under the Revolving Facility. A certificate of an the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section 3.4 shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such the Issuing Lender), or any payment of interest on account thereof, such the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an the Issuing Lender shall be required to be returned by such the Issuing Lender, such L/C Participant shall return to such the Issuing Lender the portion thereof previously distributed by such the Issuing Lender to it.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s US$ Revolving Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Parent Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s US$ Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the Parent Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Parent Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower Parent 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. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit is paid to such the Issuing Lender within three Business Days after the date such payment is duedue (which shall be on the date of demand by the relevant Issuing Bank so long as such demand is made on or before 3:00 P.M. New York City time, otherwise on the next Business Day), such L/C Participant shall pay to such the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to an the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR LoansLoans under the US$ Revolving Facility. A certificate of an the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Parent Borrower or otherwise, including proceeds of collateral applied thereto by such the Issuing Lender), or any payment of interest on account thereof, such the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an the Issuing Lender shall be required to be returned by such the Issuing Lender, such L/C Participant shall return to such the Issuing Lender the portion thereof previously distributed by such the Issuing Lender to it.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the applicable Borrower in accordance with the terms of this AgreementAgreement (or in the event that any reimbursement received by the Issuing Lender shall be required to be returned by it at any time), such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing LenderLxxxxx’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursedreimbursed (or is so returned) (based on the Dollar Equivalent of the amount that is not so reimbursed (or is so returned)). Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the any Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the any Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower 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. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (ba) If any amount required to be paid by any L/C Participant to an the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit is paid to such the Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to an the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR LoansLoans under the Revolving Facility. A certificate of an the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (cb) Whenever, at any time after an the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the applicable Borrower or otherwise, including proceeds of collateral applied thereto by such the Issuing Lender), or any payment of interest on account thereof, such the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an the Issuing Lender shall be required to be returned by such the Issuing Lender, such L/C Participant shall return to such the Issuing Lender the portion thereof previously distributed by such the Issuing Lender to it.

L/C Participations. (ai) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Five-Year Commitment Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower Gannett in accordance with the terms of this Agreement, such L/C Participant shall pay to such the Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Five-Year Commitment Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the Borrower Gannett or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5Article 4, (iii) any adverse change in the condition (financial or otherwise) of the BorrowerGannett, (iv) any breach of this Agreement or by Gannett, any other Loan Document by the Borrower 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. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (bii) If any amount required to be paid by any L/C Participant to an the Issuing Lender pursuant to Section 3.4(a2.20(d)(i) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit is paid to such the Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a2.20(d)(i) is not made available to an the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR LoansLoans under the Five-Year Facility. A certificate of an the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (ciii) Whenever, at any time after an the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a2.20(d)(i), such the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower Gannett or otherwise, including proceeds of collateral applied thereto by such the Issuing Lender), or any payment of interest on account thereof, such the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an the Issuing Lender shall be required to be returned by such the Issuing Lender, such L/C Participant shall return to such the Issuing Lender the portion thereof previously distributed by such the Issuing Lender to it.

L/C Participations. (a) i. Each Issuing Lender Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender Bank to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing LenderBank, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such Issuing LenderBank’s obligations and rights under and in respect of each Letter of Credit issued by it and the amount of each draft paid by such Issuing Lender Bank thereunder. Each L/C Participant agrees with each Issuing Lender Bank that, if a draft is paid under any Letter of Credit issued by it for which such Issuing Lender Bank is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender Bank upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed; provided that, nothing in this paragraph shall relieve the Issuing Bank of any liability resulting from the gross negligence or willful misconduct of the Issuing Bank. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such any Issuing LenderBank, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the financial condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower 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. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) ii. If any amount required to be paid by any L/C Participant to an the Administrative Agent for the account of any Issuing Lender Bank pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender Bank under any Letter of Credit is paid to the Administrative Agent for the account of such Issuing Lender Bank within three Business Days after the date such payment is due, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender Bank on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing LenderBank, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to an the Administrative Agent for the account of the relevant Issuing Lender Bank by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender 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 ABR LoansLoans under the Revolving Facility. A certificate of an the relevant Issuing Lender Bank submitted to any relevant L/C Participant with respect to any amounts owing under this Section 3.4 shall be conclusive presumptively correct in the absence of manifest demonstrable error. (c) iii. Whenever, at any time after an any Issuing Lender Bank has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), ) such Issuing Lender Bank receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing LenderBank), or any payment of interest on account thereof, such Issuing Lender Bank will distribute to the Administrative Agent for the account of such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an such Issuing Lender Bank shall be required to be returned by such Issuing LenderBank, such L/C Participant shall return to the Administrative Agent for the account of such Issuing Lender Bank the portion thereof previously distributed by such Issuing Lender Bank to it.