Common use of L/C Participations Clause in Contracts

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from 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 the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at 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. (b) If any amount required to be paid by any L/C Participant to the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is not paid to the Issuing Lender on the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360, provided that if any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, 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 under the Revolving Facility. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after 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), the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Revolving Credit Percentage in the Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s 's Revolving Credit Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. (b) If any amount required to be paid by any L/C Participant to the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is not paid to the Issuing Lender on within three Business Days after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360, provided that if . If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, 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 under the Revolving Credit Facility. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section Article shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, provided that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from 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 the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at 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 (and the Administrative Agent may apply Cash Collateral provided for this purpose). (b) If any amount required to be paid by any L/C Participant to the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is not paid to the Issuing Lender on within three Business Days after the date such payment is due, then, without limiting the other provisions of this Agreement, such L/C Participant shall pay to the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360, provided that if . If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, then, without limiting the other provisions of this Agreement, 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 under the Revolving Credit Facility. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral or other collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

L/C Participations. (a) The Issuing Lender irrevocably agrees ------------------ to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Revolving Credit Percentage in the Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s 's Revolving Credit Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. (b) If any amount required to be paid by any L/C Participant to the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is not paid to the Issuing Lender on within three Business Days after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360, provided that if . If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, 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 under the Revolving Credit Facility. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro --- rata share of such payment in accordance with Section 3.4(a), the Issuing Lender ---- receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; --- ---- provided, however, that in the event that any such payment received by the -------- ------- Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s Revolving 's Commitment Percentage in the Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft or other demand for payment paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if the Issuing Lender notifies it that a draft is or other demand for payment has been paid under any Letter of Credit for which the Issuing Lender is has not been reimbursed in full by the applicable Borrower in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay pay, in the relevant currency, to the Issuing Lender upon demand at the Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s Revolving 's Commitment Percentage of the amount of such draftdraft or other demand for payment, or any part thereof, that which is not so reimbursed. (b) If any amount required to be paid by any L/C Participant to the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is not paid to the Issuing Lender on within three (3) Business Days after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate funds rate, as quoted by the 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 the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360, provided that if . If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not in fact made available to the Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, 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 under hereunder, if the Revolving Facilityrelevant Letter of Credit is denominated in Dollars, or Cdn Prime Loans, if the relevant Letter of Credit is denominated in Cdn Dollars. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after 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 this Section 3.4(a)3.4, 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 the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will promptly distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from 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 Credit Commitment Percentage in the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. (b) If any amount required to be paid by any L/C Participant to the Issuing Lender pursuant to Section 3.4(asubsection 5.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is not paid to the Issuing Lender on within three Business Days after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360, provided that if . If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(asubsection 5.4(a) is not made available to the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, 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 under the Revolving FacilityLoans. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after 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(asubsection 5.4(a), the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

L/C Participations. (a) The Issuing Lender Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender Bank to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing LenderBank, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Credit Commitment Percentage in the Issuing LenderBank’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender Bank thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender Bank that, if a draft is paid under any Letter of Credit for which the Issuing Lender Bank is not reimbursed in full by the Borrower through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the Issuing Lender Bank upon demand at the Issuing LenderBank’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. (b) If Upon becoming aware of any amount required to be paid by any L/C Participant to the Issuing Lender Bank pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender Bank under any Letter of Credit Credit, the Issuing Bank shall notify each L/C Participant of the amount and due date of such required payment and such L/C Participant shall pay to the Issuing Bank the amount specified on the applicable due date. If any such amount is not paid to the Issuing Lender on Bank after the date such payment is due, such L/C Participant shall pay to the Issuing Lender Bank on demand an amount equal demand, in addition to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate as determined by the Administrative Agent during the period from and including the date such payment is required due to the date on which such payment is immediately available to the 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, provided that if any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, 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 under the Revolving Facility. A certificate of the Issuing Lender submitted to any L/C Participant Bank with respect to any amounts owing under this Section 3.4 shall be conclusive in the absence of manifest error. With respect to payment to the Issuing Bank of the unreimbursed amounts described in this Section 3.4, if the L/C Participants receive notice that any such payment is due (A) prior to 1:00 p.m. on any Business Day, such payment shall be due that Business Day, and (B) after 1:00 p.m. on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at any time after the Issuing Lender Bank has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share Revolving Credit Commitment Percentage of such payment in accordance with this Section 3.4(a)3.4, 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 the Issuing Lender), or any payment of interest on account thereof, 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 the Issuing Lender Bank shall be required to be returned by the Issuing LenderBank, such L/C Participant shall return to the Issuing Lender Bank the portion thereof previously distributed by the Issuing Lender Bank to it.

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Credit Percentage in the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the Issuing Lender Lender, regardless of the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, upon demand demand, at the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. (b) If any amount required to be paid by any L/C Participant to the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is not paid to the Issuing Lender on within three Business Days after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360, provided that if . If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, 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 Base Rate Loans under the Revolving Credit Facility. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s USD Revolving Credit Percentage in the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the respective Borrower in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s USD Revolving Credit Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. (b) If any amount required to be paid by any L/C Participant to the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is not paid to the Issuing Lender on within three Business Days after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate (or, in the case of any such amount in an Optional Currency, the daily average rate for the settlement of obligations between banks in such currency as determined by the Administrative Agent) during the period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360, provided that if . If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, 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 under the USD Revolving Credit Facility (or, in the case of any such amount in an Optional Currency, the Overnight Rate for such Optional Currency plus the Applicable Margin for Term Benchmark Loans under the USD Revolving Credit Facility). A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section 3.4 shall be conclusive in the absence of manifest error. (c) Whenever, at any time after 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), 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 the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, provided that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Revolving Credit Percentage in the Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the Issuing Lender Lender, regardless of the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, upon demand demand, at the Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s 's Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. (b) If any amount required to be paid by any L/C Participant to the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is not paid to the Issuing Lender on within three Business Days after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360, provided that if . If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, 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 Base Rate Loans under the Revolving Credit Facility. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Revolving Credit Percentage in the Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s 's Revolving Credit Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. (b) If any amount required to be paid by any L/C Participant to the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is not paid to the Issuing Lender on within three Business Days after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360, provided that if . If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, 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 Base Rate Loans under the Revolving Credit Facility. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section 3.4 shall be conclusive in the absence of manifest error. (c) Whenever, at any time after 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), the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Revolving Credit Percentage in the Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s 's Revolving Credit Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. (b) If any amount required to be paid by any L/C Participant to the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is not paid to the Issuing Lender on within three Business Days after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360, provided that if . If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, 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 under the Revolving Credit Facility. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

L/C Participations. (a) The Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce 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 the each 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 the each Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued by it hereunder and the amount of each draft paid by the such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the each Issuing Lender that, if a draft is paid under any Letter of Credit for which the such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the such Issuing Lender upon demand at the 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 reimbursed. (b) If any amount required to be paid by any L/C Participant to the any Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the such Issuing Lender under any Letter of Credit is not paid to the such Issuing Lender on within three Business Days after the date such payment is due, such L/C Participant shall pay to the 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 the 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, provided that if . If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the relevant Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, the 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 Facility. A certificate of the relevant Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the relevant Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), the 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 the such Issuing Lender), or any payment of interest on account thereof, the 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 the such Issuing Lender shall be required to be returned by the such Issuing Lender, such L/C Participant shall return to the such Issuing Lender the portion thereof previously distributed by the such Issuing Lender to it.

L/C Participations. (a) The Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the each Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the each Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Credit Percentage in the each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by the such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the each Issuing Lender that, if a draft is paid under any Letter of Credit by such Issuing Lender for which the such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the such Issuing Lender upon demand at the such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. (b) If any amount required to be paid by any L/C Participant to the an Issuing Lender pursuant to Section 3.4(a2.22(a) in respect of any unreimbursed portion of any payment made by the such Issuing Lender under any Letter of Credit is not paid to the such Issuing Lender on within three Business Days after the date such payment is due, such L/C Participant shall pay to the 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 the 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, provided that if . If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a2.22(a) is not made available to the such Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, the 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 FacilityBase Rate Loans. A certificate of the such Issuing Lender submitted to any L/C Participant with respect to any such amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the 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(a2.22(a), the 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 the such Issuing Lender), or any payment of interest on account thereof, the 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 the such Issuing Lender shall be required to be returned by the such Issuing Lender, such L/C Participant shall return to the such Issuing Lender the portion thereof previously distributed by the such Issuing Lender to it. (d) Each Lender’s obligation to purchase, pursuant to Section 2.22(a), such Lender’s Revolving Credit Percentage in each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by such Issuing Lender hereunder shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such Lender or the Borrower 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 4; (iii) any adverse change in the condition (financial or otherwise) of the Borrower or any other Loan Party; (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk risk, an undivided interest equal to such L/C Participant’s 's Revolving Credit Commitment Percentage in the Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s 's Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. (b) If any amount required to be paid by any L/C Participant to the Issuing Lender pursuant to Section 3.4(a5.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is not paid to the Issuing Lender on within three Business Days after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand an amount equal to the product of (i1) such amount, times (ii2) the daily average Federal Funds Effective Rate funds rate, as quoted by the 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 the Issuing Lender, times (iii3) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360, provided that if . If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a5.4(a) is not in fact made available to the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, 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 Base Rate Loans under the Revolving Facilityhereunder. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after 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(a5.4(a), the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

L/C Participations. (a) The Issuing Lender irrevocably agrees to ------------------ grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from 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 the Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at 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. (b) If any amount required to be paid by any L/C Participant to the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is not paid to the Issuing Lender on within three Business Days after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360, provided that if . If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, 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 under the Revolving FacilityLoans. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after 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), the Issuing Lender ---- receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; --- ---- provided, however, that in the event that any such payment received by the -------- ------- Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Commitment Percentage in the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower Borrowers in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the 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 which is not so reimbursed. (b) If Upon becoming aware of any amount required to be paid by any L/C Participant to the Issuing Lender pursuant to Section 3.4(a3.6(a) hereof in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit Credit, the Issuing Lender shall notify each L/C Participant of the amount and due date of such required payment and such L/C Participant shall pay to the Issuing Lender the amount specified on the applicable due date. If any such amount is not paid to the Issuing Lender on after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand an amount equal demand, in addition to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate as determined by the Agent during the period from and including the date such payment is required due to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360, provided that if any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, 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 under the Revolving Facility. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section 3.6(b) shall be conclusive in the absence of manifest error. With respect to payment to the Issuing Lender of the unreimbursed amounts described in this Section 3.6(b), if the L/C Participants receive notice that any such payment is due (A) prior to 1:00 p.m. (Cleveland time) on any Business Day, such payment shall be due that Business Day, and (B) after 1:00 p.m. (Cleveland time) on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share Commitment Percentage of such payment in accordance with this Section 3.4(a)3.6, the 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 the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share thereofthereof in accordance with its applicable Commitment Percentage; provided, however, that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

L/C Participations. (a) The Each Issuing Lender Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the such Issuing Lender Bank to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the such Issuing LenderBank, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk risk, an undivided interest equal to such L/C Participant’s 's Commitment Percentage of the Domestic Revolving Percentage Credit Commitments in the such Issuing Lender’s Bank's obligations and rights under and in respect of each Letter of Credit issued by such Issuing Bank hereunder and the amount of each draft paid by the such Issuing Lender Bank thereunder. Each L/C Participant unconditionally and irrevocably agrees with the each Issuing Lender Bank that, if a draft is paid under any Letter of Credit issued by such Issuing Bank for which the Issuing Lender is Company has not reimbursed in such Issuing Bank to the full extent required by the Borrower in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the such Issuing Lender Bank upon demand at the such Issuing Lender’s address for notices specified herein Bank's office listed in Schedule II or otherwise notified to such L/C Participant an amount equal to such L/C Participant’s Revolving 's Commitment Percentage of the Domestic Revolving Credit Commitments times the amount of such draft, or any part thereof, that which is not so reimbursed. (b) If any amount required to be paid by any L/C Participant to the an Issuing Lender Bank pursuant to Section 3.4(asubsection 4.4(a) in respect of any unreimbursed portion of any payment made by the such Issuing Lender Bank under any Letter of Credit is not paid to the such Issuing Lender Bank on the date such payment is duedue from such L/C Participant, such L/C Participant shall pay to the 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 funds rate, as quoted by such Issuing Bank, during the period from and including the date such payment is required to the date on which such payment is immediately available to the 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, provided that if any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, 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 under the Revolving Facility. A certificate of the such 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. (c) Whenever, at any time after the 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 4.4(a), the such Issuing Lender Bank receives any payment related to such Letter of Credit (whether directly from the Borrower account party or otherwise, including by way of set-off or proceeds of collateral applied thereto by the such Issuing LenderBank), or any payment of interest on account thereof, the 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 the such Issuing Lender Bank shall be required to be returned by the such Issuing LenderBank, such L/C Participant shall return to the such Issuing Lender Bank the portion thereof previously distributed by the such Issuing Lender Bank to it. (d) Notwithstanding the foregoing, no Domestic Lender shall be required to purchase a participating interest in an Issuing Bank's obligations and rights under a Letter of Credit if, prior to the issuance by such Issuing Bank of such Letter of Credit or increase by such Issuing Bank of the face amount of, or extension by such Issuing Bank of the expiration date of, such Letter of Credit, such Issuing Bank has received written notice from such Domestic Lender specifying that such Domestic Lender believes in good faith that an Event of Default has occurred and is continuing, describing the nature of such Event of Default and stating that, as a result thereof, such Domestic Lender shall cease to purchase such participating interests, except that (x) in the case of an increase in face amount, such Domestic Lender shall be required to purchase such participating interest to the extent of the face amount of such Letter of Credit prior to such Domestic Lender's written notice and (y) in the case of an extension of expiration date, such Domestic Lender shall be required to purchase such participating interest to the extent that such Letter of Credit is drawn prior to prior expiration date (without giving effect to such extension); provided that the obligation of such Domestic Lender to purchase such participating interests shall be reinstated upon the earlier to occur of (i) the date upon which such Domestic Lender notifies such Issuing Bank that its prior notice has been withdrawn and (ii) the date upon which the Event of Default specified in such notice no longer is continuing (it being understood that, in the event that such Event of Default was not continuing at the time that such Issuing Bank received such notice, such Domestic Lender shall be obligated to purchase such participating interest promptly upon discovery that its good faith belief was erroneous).

L/C Participations. (a) The Issuing Lender irrevocably agrees ------------------ to grant and hereby grants to each L/C ParticipantLender, and, to induce the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant Lender irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s Lender's own account and risk an undivided interest equal to such L/C Participant’s Revolving Lender's Specified Percentage in the Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued by the Issuing Lender and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant Lender unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit issued by the Issuing Lender for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement3.5(a), such L/C Participant Lender shall pay to the Issuing Lender upon -------------- demand at the Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s Revolving Lender's Specified Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. (b) If any amount required to be paid by any L/C Participant Lender to the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any -------------- payment made by the Issuing Lender under any Letter of Credit is not paid to the Issuing Lender on within three Business Days after the date such payment is due, such L/C Participant Lender shall pay to the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective ----- Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse ----- during such period and the denominator of which is 360, provided that if . If any such amount required to be paid by any L/C Participant Lender pursuant to Section 3.4(a) is not in fact made -------------- available to the Issuing Lender by such L/C Participant Lender within three Business Days after the date such payment is due, the Issuing Lender shall be entitled to recover from such L/C ParticipantLender, on demand, such amount with interest thereon calculated from such due date at the a rate per annum applicable equal to the ABR Loans under plus the Revolving FacilityApplicable Margin. ---- A certificate of the Issuing Lender submitted to any L/C Participant Lender with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant Lender its pro rata share --- ---- of such payment in accordance with Section 3.4(a), the Issuing Lender receives -------------- any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral Collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will will, if such payment is received prior to 1:00 p.m., New York City time, on a Business Day, distribute to such L/C Participant Lender its pro rata share thereofthereof on the same --- ---- Business Day or if received later than 1:00 p.m. on the next succeeding Business Day; provided, however, that in the event that any such payment received by the -------- ------- Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant Lender shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it. (d) Notwithstanding anything to the contrary in this Agreement, each Lender's obligation to make the Loans referred to in Section 3.5(b) and to -------------- purchase and fund participating interests pursuant to Section 3.4(a) shall be -------------- absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such Lender or the Borrower may have against 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 6; (iii) any adverse --------- change in the condition (financial or otherwise) of any Loan Party; (iv) any breach of this Agreement or any other Loan Document by any Loan Party or any Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

L/C Participations. (a) The Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the each Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the each Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk risk, an undivided interest equal to such L/C Participant’s 's Revolving Credit Percentage in the each Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by the such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which the such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the such Issuing Lender upon demand at the such Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s 's Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. (b) If any amount required to be paid by any L/C Participant to the an Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the such Issuing Lender under any Letter of Credit is not paid to the such Issuing Lender on within three Business Days after the date such payment is due, such L/C Participant shall pay to the 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 the 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, provided that if . If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the such Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, the 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 Base Rate Loans under the Revolving Credit Facility. A certificate of the such Issuing Lender submitted to any L/C Participant with respect to any such amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the 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), the 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 the such Issuing Lender), or any payment of interest on account thereof, the 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 the such Issuing Lender shall be required to be returned by the such Issuing Lender, such L/C Participant shall return to the such Issuing Lender the portion thereof previously distributed by the such Issuing Lender to it.

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s Revolving 's Commitment Percentage in the Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s Revolving 's Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. (b) If Upon becoming aware of any amount required to be paid by any L/C Participant to the Issuing Lender pursuant to Section 3.4(a2A.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit Credit, the Issuing Lender shall notify each L/C Participant of the amount and due date of such required payment and such L/C Participant shall pay to the Issuing Lender the amount specified on the applicable due date. If any such amount is not paid to the Issuing Lender on after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand an amount equal demand, in addition to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate as determined by the Agent during the period from and including the date such payment is required due to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360, provided that if any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, 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 under the Revolving Facility. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. With respect to payment to the Issuing Lender of the unreimbursed amounts described in this Section 2A.4(b), if the L/C Participants receive notice that any such payment is due (A) prior to 1:00 p.m. (Charlotte time) on any Business Day, such payment shall be due that Business Day, and (B) after 1:00 p.m. (Charlotte time) on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share Commitment Percentage of such payment in accordance with this Section 3.4(a)2A.4, the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will promptly distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Credit Percentage in the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder (including the Letters of Credit referred to on Schedule 7.2(d) which for all purposes of this Agreement shall be deemed issued hereunder) and the amount of each draft drawing paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft drawing is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit Percentage of the amount of such draftdrawing, or any part thereof, that is not so reimbursed. (b) If any amount required to be paid by any L/C Participant to the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is not paid to the Issuing Lender on within three Business Days after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective NYFRB Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360, provided that if . If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, 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 under the Revolving FacilityBase Rate Loans. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after 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), the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

L/C Participations. (a) The Issuing L/C Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing L/C Lender to issue cause Letters of CreditCredit to be issued hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing L/C 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 the Issuing L/C Lender’s 's obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunderthereunder (which shall include the L/C Lender's obligation to reimburse such applicable Issuing Lender for the amount of such drawing). Each L/C Participant unconditionally and irrevocably agrees with the Issuing L/C Lender that, if a draft is paid under any Letter of Credit for which the Issuing L/C Lender is not reimbursed in full by the relevant Borrower in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the Issuing Lender Administrative Agent upon demand at of the Issuing Lender’s address for notices specified herein L/C Lender 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. The Administrative Agent shall promptly forward such amounts to the L/C Lender. (b) If any amount required to be paid by any L/C Participant to the Issuing Administrative Agent for the account of the L/C Lender pursuant to Section 3.4(a3.10(a) in respect of any unreimbursed portion of any payment made by the L/C Lender to the Issuing Lender under any Letter of Credit is not paid to the Issuing Administrative Agent for the account of the L/C Lender on within three Business Days after the date such payment is due, such L/C Participant shall pay to the Issuing Administrative Agent for the account of the L/C 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 the Issuing L/C Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360, provided that if . 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 the Issuing Administrative Agent for the account of the L/C Lender by such L/C Participant within three Business Days after the date such payment is due, the Issuing L/C 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 Base Rate Loans under the Revolving Facility. A certificate of the Issuing L/C Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the Issuing L/C 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), the Issuing Administrative Agent or the L/C Lender receives any payment related to such Letter of Credit (whether directly from the relevant Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender Administrative Agent or the L/C Lender, as the case may be, will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by Administrative Agent or L/C Lender, as the Issuing Lender case may be, shall be required to be returned by the Issuing Administrative Agent or L/C Lender, such L/C Participant shall return to the Issuing Administrative Agent for the account of the L/C Lender the portion thereof previously distributed by the Issuing Lender Administrative Agent or the L/C Lender, as the case may be, to it.

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Commitment Percentage in the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower Borrowers in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the 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 which is not so reimbursed. (b) If Upon becoming aware of any amount required to be paid by any L/C Participant to the Issuing Lender pursuant to Section 3.4(a3.7(a) hereof in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit Credit, the Issuing Lender shall notify each L/C Participant of the amount and due date of such required payment and such L/C Participant shall pay to the Issuing Lender the amount specified on the applicable due date. If any such amount is not paid to the Issuing Lender on after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand an amount equal demand, in addition to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate as determined by the Administrative Agent during the period from and including the date such payment is required due to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360, provided that if any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, 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 under the Revolving Facility. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section 3.7(b) shall be conclusive in the absence of manifest error. With respect to payment to the Issuing Lender of the unreimbursed amounts described in this Section 3.7(b), if the L/C Participants receive notice that any such payment is due (A) prior to 1:00 p.m.(Philadelphia time) on any Business Day, such payment shall be due that Business Day, and (B) after 1:00 p.m.(Philadelphia time) on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share Commitment Percentage of such payment in accordance with this Section 3.4(a)3.7, the 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 the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Revolving Credit Percentage in the Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s 's Revolving Credit Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. (b) If any amount required to be paid by any L/C Participant to the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is not paid to the Issuing Lender on within three Business Days after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360, provided that if . If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, 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 Base Rate Loans under the Revolving Credit Facility. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro PRO rata share of such payment in accordance with Section 3.4(a), the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata PRO RATA share thereof; providedPROVIDED, howeverHOWEVER, that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

L/C Participations. (a) The Issuing Lender irrevocably agrees ------------------ to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Revolving Credit Percentage in the Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s 's Revolving Credit Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. (b) If any amount required to be paid by any L/C Participant to the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is not paid to the Issuing Lender on within three Business Days after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360, provided that if . If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, 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 Base Rate Loans under the Revolving Credit Facility. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Credit Percentage in the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft drawing paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft drawing is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit Percentage of the amount of such draftdrawing, or any part thereof, that is not so reimbursed. (b) If any amount required to be paid by any L/C Participant to the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is not paid to the Issuing Lender on within three Business Days after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360, provided that if . If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, 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 under the Revolving FacilityBase Rate Loans. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after 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), the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

L/C Participations. (a) The Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the each Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the 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 pro rata share (based on its Commitment hereunder) in the each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by the each Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the each Issuing Lender that, if a draft is paid under any Letter of Credit for which the such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the Administrative Agent, for the account of such Issuing Lender, upon demand by such Issuing Lender upon demand at or the Issuing Lender’s address for notices specified herein Administrative Agent, an amount equal to such L/C Participant’s Revolving Percentage pro rata share (based on its Commitment hereunder or, if the Commitment of such L/C Participant has been terminated in accordance with Article VIII, such L/C Participant’s Commitment immediately preceding such termination or with respect to any Letter of Credit outstanding on the Termination Date such L/C Participant’s Commitment on the Termination Date) of the amount of such draft, or any part thereof, that is not so reimbursed. (b) If any amount required to be paid by any L/C Participant to the an Issuing Lender pursuant to Section 3.4(a3.04(a) in respect of any unreimbursed portion of any payment made by the such Issuing Lender under any Letter of Credit is not paid on the date such payment is due, but is paid to the such Issuing Lender on within three Business Days after the date such payment is due, such L/C Participant shall pay to the 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 the 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, provided that if . 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 paid to the an Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, the 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 Facility. A certificate of the relevant Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the an Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share (based on its Revolving Percentage) of such payment in accordance with Section 3.4(a3.04(a), the such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of any collateral applied thereto by the such Issuing Lender), or any payment of interest on account thereof, the such Issuing Lender will distribute to such L/C Participant its pro rata share (based on its Revolving Percentage) thereof; provided, however, that in the event that any such payment received by the such Issuing Lender shall be required to be returned by the such Issuing Lender, such L/C Participant shall return to the such Issuing Lender the portion thereof previously distributed by the such Issuing Lender to it.

L/C Participations. (a) The Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the each Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from 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 the each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it and the amount of each draft paid by the each Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the each Issuing Lender that, if a draft is paid under any Letter of Credit for which the such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 3.7 of this Agreement, such L/C Participant shall pay to the such Issuing Lender upon demand at the 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. (b) If any amount required to be paid by any L/C Participant to the any Issuing Lender pursuant to Section 3.4(a3.6(a) in respect of any unreimbursed portion of any payment made by the an Issuing Lender under any Letter of Credit is not paid to the such Issuing Lender on the date such payment is due, such L/C Participant shall pay to the 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 the 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, ; provided that if any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a3.6(a) is not made available to the such Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, 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 under the Revolving Facility. A certificate of the 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 the 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(a3.6(a), the 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 the such Issuing Lender), or any payment of interest on account thereof, the 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 the such Issuing Lender shall be required to be returned by the such Issuing Lender, such L/C Participant shall return to the such Issuing Lender the portion thereof previously distributed by the such Issuing Lender to it.

L/C Participations. (a) The Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the each Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the each Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Credit Percentage in the each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by such Ixxxxxx Xxxxxx hereunder and the amount of each draft paid by the such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the each Issuing Lender that, if a draft is paid under any Letter of Credit by such Issuing Lender for which the such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the such Issuing Lender upon demand at the such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. (b) If any amount required to be paid by any L/C Participant to the an Issuing Lender pursuant to Section 3.4(a2.26(a) in respect of any unreimbursed portion of any payment made by the such Issuing Lender under any Letter of Credit is not paid to the such Issuing Lender on within three Business Days after the date such payment is due, such L/C Participant shall pay to the 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 the 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, provided that if . If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a2.26(a) is not made available to the such Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, the 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 Base Rate Loans under the Revolving Credit Facility. A certificate of the such Issuing Lender submitted to any L/C Participant with respect to any such amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the 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(a2.26(a), the 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 the such Issuing Lender), or any payment of interest on account thereof, the 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 the such Issuing Lender shall be required to be returned by the such Issuing Lender, such L/C Participant shall return to the such Issuing Lender the portion thereof previously distributed by the such Issuing Lender to it. (d) Each Revolving Credit Lender’s obligation to purchase, pursuant to Section 2.26(a), such Lender’s Revolving Credit Percentage in each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by such Issuing Lender hereunder shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such Lender or the Borrower 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 4; (iii) any adverse change in the condition (financial or otherwise) of the Borrower or any other Loan Party; (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Revolving Credit Percentage in the Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s 's Revolving Credit Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. (b) If any amount required to be paid by any L/C Participant to the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is not paid to the Issuing Lender on within three Business Days after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360, provided that if . If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, 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 Base Rate Loans under the Revolving Credit Facility. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata PRO RATA share of such payment in accordance with Section 3.4(a), the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata PRO RATA share thereof; providedPROVIDED, howeverHOWEVER, that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

L/C Participations. (a) The Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the each Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the 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 US$ Revolving Percentage in the each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by the such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the each Issuing Lender that, if a draft is paid under any Letter of Credit for which the such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the applicable Issuing Lender upon demand at the such 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. (b) If any amount required to be paid by any L/C Participant to the any Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the relevant Issuing Lender under any Letter of Credit is not paid to the such Issuing Lender on within three Business Days after the date such payment is due, such L/C Participant shall pay to the 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 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, provided that if . If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the relevant Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, the 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 US$ Revolving Facility. A certificate of the relevant Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the 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), the 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 the such Issuing Lender), or any payment of interest on account thereof, the 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 the such Issuing Lender shall be required to be returned by the such Issuing Lender, such L/C Participant shall return to the such Issuing Lender the portion thereof previously distributed by the such Issuing Lender to it.

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Credit Percentage in the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder (including the Letters of Credit referred to on Schedule 7.2(d) which for all purposes of this Agreement shall be deemed issued hereunder) and the amount of each draft drawing paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft drawing is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit Percentage of the amount of such draftdrawing, or any part thereof, that is not so reimbursed. (b) If any amount required to be paid by any L/C Participant to the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is not paid to the Issuing Lender on within three Business Days after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360, provided that if . If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, 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 under the Revolving FacilityBase Rate Loans. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after 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), the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Commitment Percentage in the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower Borrowers in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the 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 which is not so reimbursed. (b) If Upon becoming aware of any amount required to be paid by any L/C Participant to the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit Credit, the Issuing Lender shall notify each L/C Participant of the amount and due date of such required payment and each such L/C Participant shall pay to the Issuing Lender the amount specified on the applicable due date. If any such amount is not paid to the Issuing Lender on after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand an amount equal demand, in addition to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate as determined by the Agent during the period from and including the date such payment is required due to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360, provided that if any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, 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 under the Revolving Facility. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section 3.4(b) shall be conclusive in the absence of manifest error. With respect to payment to the Issuing Lender of the unreimbursed amounts described in this Section 3.4(b), if the L/C Participants receive notice that any such payment is due (A) prior to 1:00 p.m. (Baltimore time) on any Business Day, such payment shall be due that Business Day, and (B) after 1:00 p.m. (Baltimore time) on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at At any time after the 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 this Section 3.4(a)3.4, if the 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 the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Revolving Credit Percentage in the Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower Borrowers in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s 's Revolving Credit Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. (b) If any amount required to be paid by any L/C Participant to the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is not paid to the Issuing Lender on within three Business Days after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360, provided that if . If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, 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 Base Rate Loans under the Revolving Facilityhereunder. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after 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), the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Designated Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.. 47 41

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase purchase, and hereby accepts and purchases from the 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 Applicable Percentage in the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft drawing paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft any amount is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower or the respective Subsidiary Guarantor in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the Administrative Agent for the account of the Issuing Lender upon demand at the Issuing LenderAdministrative Agent’s address for notices specified herein Applicable Payment Office an amount equal to such L/C Participant’s Revolving Applicable Percentage of the amount of such draftdrawing, or any part thereof, that which is not so reimbursed. Any demand pursuant to the preceding sentence received after 2:00 P.M. on any Business Day shall be deemed to have been received on the next succeeding Business Day. (b) If any amount required to be paid by any L/C Participant to for the account of the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is not paid to the Issuing Lender on within two Business Days after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate funds rate (or, in the case of a Letter of Credit denominated in a Foreign Currency, at the applicable Overnight Foreign Currency Rate), as quoted by the 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 the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360, provided that if . If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not in fact made available to the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, the amount of such amount payment in the applicable Agreed Currency or, if so elected by the Issuing Lender, the Dollar Equivalent of such amount, in either case with interest thereon calculated from such due date at the rate per annum then applicable to Eurocurrency Borrowings hereunder in the applicable Foreign Currency having an Interest Period of one month or, if the Issuing Lender has elected to receive the Dollar Equivalent of such amount, the rate per annum then applicable to ABR Loans under the Revolving FacilityBorrowings hereunder. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant has paid its pro rata share of such payment in accordance with Section 3.4(a), the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or the respective Subsidiary Guarantor or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will as soon as practicable distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

L/C Participations. (a) The Issuing Lender irrevocably agrees to ------------------ grant and hereby grants to each L/C ParticipantLender, and, to induce the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant Lender irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s Lender's own account and risk an undivided interest equal to such L/C Participant’s Revolving Lender's Specified Percentage in the Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued by the Issuing Lender and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant Lender unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit issued by the Issuing Lender for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement3.5(a), such L/C Participant -------------- Lender shall pay to the Issuing Lender upon demand at the office of the Issuing Lender’s address for notices Lender specified herein in Schedule 1.1A an amount equal to such L/C Participant’s Revolving Lender's Specified ------------- Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. (b) If any amount required to be paid by any L/C Participant Lender to the Issuing Lender pursuant to this Section 3.4(a) 3.4 in respect of any unreimbursed portion of ----------- any payment made by the Issuing Lender under any Letter of Credit is not paid to the Issuing Lender on within three Business Days after the date such payment is due, such L/C Participant Lender shall pay to the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective ----- Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse ----- during such period and the denominator of which is 360, provided that if . If any such amount required to be paid by any L/C Participant Lender pursuant to this Section 3.4(a) 3.4 is not in fact ----------- made available to the Issuing Lender by such L/C Participant Lender within three Business Days after the date such payment is due, the Issuing Lender shall be entitled to recover from such L/C ParticipantLender, on demand, such amount with interest thereon calculated from and including the date such due payment is required to the date on which such payment is immediately available to the Issuing Lender at the a rate per annum applicable equal to the ABR Loans under plus the Revolving FacilityApplicable Margin. A certificate of the Issuing ---- Lender submitted to any L/C Participant Lender with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant Lender its pro rata share --- ---- of such payment in accordance with this Section 3.4(a)3.4, 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 the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will will, if such payment is received prior to 11:00 A.M., Dallas, Texas time, on a Business Day, distribute to such L/C Participant Lender its pro rata share thereofthereof on the same --- ---- Business Day or if received later than 11:00 A.M., Dallas, Texas time, on the next succeeding Business Day; provided, however, that in the event that any such -------- ------- payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant Lender shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it. (d) Notwithstanding anything to the contrary in this Agreement, each Lender's obligation to make the Loans referred to in Section 3.5(b) and to -------------- purchase and fund participating interests pursuant to Section 3.4(a) shall be -------------- absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such Lender or the Borrower may have against 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 6, (iii) any adverse --------- change in the condition (financial or otherwise) of any Loan Party, (iv) any breach of this Agreement or any other Loan Document by any Loan Party or any Lender, or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

L/C Participations. (a) The Effective on the date of issuance thereof, each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the each Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the each Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk risk, an undivided interest equal to such L/C Participant’s 's Revolving Credit Percentage in the each Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by the such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which the such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the such Issuing Lender upon demand at the such Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s 's Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. (b) If any amount required to be paid by any L/C Participant to the an Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the such Issuing Lender under any Letter of Credit is not paid to the such Issuing Lender on within three Business Days after the date such payment is due, such L/C Participant shall pay to the 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 the 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, provided that if . If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the such Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, the 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 FacilityBase Rate Loans. A certificate of the such Issuing Lender submitted to any L/C Participant with respect to any such amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the 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), the 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 the such Issuing Lender), or any payment of interest on account thereof, the 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 the such Issuing Lender shall be required to be returned by the such Issuing Lender, such L/C Participant shall return to the such Issuing Lender the portion thereof previously distributed by the such Issuing Lender to it.

L/C Participations. (a) The Effective on the Closing Date, in respect of each Existing Letter of Credit, and effective on the Issuance Date, in respect of each Letter of Credit issued after the Closing Date, each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C ParticipantParticipant (other than such Issuing Lender), and, to induce the such Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the such Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Revolving Credit Percentage in the such Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the each Issuing Lender that, if a draft is paid under any Letter of Credit for which the such Issuing Lender is not reimbursed in full by the Borrower Company in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the such Issuing Lender upon demand at the such Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s 's Revolving Credit Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. (b) If any amount required to be paid by any L/C Participant to the any Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the such Issuing Lender under any Letter of Credit issued by such Issuing Lender is not paid to the Issuing Lender on when due but is paid within three Business Days after the date such payment is due, such L/C Participant shall pay to the 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 the 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, provided that if . If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the any Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, the 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 Base Rate Loans under the Revolving Credit Facility. A certificate of the 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 the any Issuing Lender has made payment under any Letter of Credit issued by such Issuing Lender and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), the such 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 the such Issuing Lender, but excluding payments from L/C Participants), or any payment of interest on account thereof, the 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 the such Issuing Lender shall be required to be returned by the such Issuing Lender, such L/C Participant shall return to the such Issuing Lender the portion thereof previously distributed by the such Issuing Lender to it.

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement or which (or, if reimbursed, is not converted required to ABR Loans pursuant be returned to Section 3.5 of this Agreementthe Borrower), such L/C Participant shall pay to the Issuing Lender upon demand at 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 (or, if reimbursed, is required to be returned to the Borrower). (b) If any amount required to be paid by any L/C Participant to the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is not paid to the Issuing Lender on within three Business Days after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360, provided that if . If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, 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 under the Revolving Facility. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after 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), the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s Revolving 's Commitment Percentage in the Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s Revolving 's Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. (b) If Upon becoming aware of any amount required to be paid by any L/C Participant to the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit Credit, the Issuing Lender shall notify each L/C Participant of the amount and due date of such required payment and such L/C Participant shall pay to the Issuing Lender the amount specified on the applicable due date. If any such amount is not paid to the Issuing Lender on after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand an amount equal demand, in addition to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate as determined by the Administrative Agent during the period from and including the date such payment is required due to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360, provided that if any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, 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 under the Revolving Facility. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section 3.4(b) shall be conclusive in the absence of manifest error. With respect to payment to the Issuing Lender of the unreimbursed amounts described in this Section 3.4(b), if the L/C Participants receive notice that any such payment is due (A) prior to 1:00 p.m. (Charlotte time) on any Business Day, such payment shall be due that Business Day, and (B) after 1:00 p.m. (Charlotte time) on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share Commitment Percentage of such payment in accordance with this Section 3.4(a)3.4, the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Revolving Credit Percentage in the Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued by the Issuing Lender hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit issued by the Issuing Lender for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s 's Revolving Credit Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. (b) If any amount required to be paid by any L/C Participant to the Issuing Lender pursuant to Section subsection 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is not paid to the Issuing Lender on within three Business Days after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the 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 the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360, provided that if . If any such amount required to be paid by any L/C Participant pursuant to Section subsection 3.4(a) is not made available to the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, 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 under the Revolving FacilityLoans. A certificate of the Issuing Lender 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. (c) Whenever, at any time after 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 subsection 3.4(a), the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Administrative Agent or the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share thereofthereof in accordance with the respective principal payments made by the respective L/C Participants and the Issuing Lender; provided, however, that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s Revolving 's Commitment Percentage in the Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower Borrowers in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s Revolving 's Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. (b) If Upon becoming aware of any amount required to be paid by any L/C Participant to the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit Credit, the Issuing Lender shall notify each L/C Participant of the amount and due date of such required payment and such L/C Participant shall pay to the Issuing Lender the amount specified on the applicable due date. If any such amount is not paid to the Issuing Lender on after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand an amount equal demand, in addition to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate as determined by the Administrative Agent during the period from and including the date such payment is required due to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360, provided that if any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, 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 under the Revolving Facility. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section 3.4(b) shall be conclusive in the absence of manifest error. With respect to payment to the Issuing Lender of the unreimbursed amounts described in this Section 3.4(b), if the L/C Participants receive notice that any such payment is due (A) prior to 1:00 p.m. (Philadelphia time) on any Business Day, such payment shall be due that Business Day, and (B) after 1:00 p.m. (Philadelphia time) on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share Commitment Percentage of such payment in accordance with this Section 3.4(a)3.4, the 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 the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s Revolving 's Commitment Percentage in the Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower Borrowers in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s Revolving 's Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. (b) If Upon becoming aware of any amount required to be paid by any L/C Participant to the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit Credit, the Issuing Lender shall notify each L/C Participant of the amount and due date of such required payment and such L/C Participant shall pay to the Issuing Lender the amount specified on the applicable due date. If any such amount is not paid to the Issuing Lender on after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand an amount equal demand, in addition to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate as determined by the Administrative Agent during the period from and including the date such payment is required due to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360, provided that if any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, 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 under the Revolving Facility. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section 3.4(b) shall be conclusive in the absence of manifest error. With respect to payment to the Issuing Lender of the unreimbursed amounts described in this Section 3.4(b), if the L/C Participants receive notice that any such payment is due (A) prior to 1:00 p.m. (Charlotte time) on any Business Day, such payment shall be due that Business Day, and (B) after 1:00 p.m. (Charlotte time) on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share Commitment Percentage of such payment in accordance with this Section 3.4(a)3.4, 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 the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

L/C Participations. (a) The Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the each Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the each Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk risk, an undivided interest equal to such L/C Participant’s 's Revolving Credit Percentage in the each Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by the such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which the such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the such Issuing Lender upon demand at the such Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s 's Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. (b) If any amount required to be paid by any L/C Participant to the an Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the such Issuing Lender under any Letter of Credit is not paid to the such Issuing Lender on within three Business Days after the date such payment is due, such L/C Participant shall pay to the 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 the 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, provided that if . If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the such Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, the 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 Base Rate Loans under the Revolving Credit Facility. A certificate of the such Issuing Lender submitted to any L/C Participant with respect to any such amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the an Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata PRO RATA share of such payment in accordance with Section 3.4(a), the 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 the such Issuing Lender), or any payment of interest on account thereof, the such Issuing Lender will distribute to such L/C Participant its pro rata PRO RATA share thereof; providedPROVIDED, howeverHOWEVER, that in the event that any such payment received by the such Issuing Lender shall be required to be returned by the such Issuing Lender, such L/C Participant shall return to the such Issuing Lender the portion thereof previously distributed by the such Issuing Lender to it.

L/C Participations. (a) The Each Issuing Lender Bank irrevocably agrees to grant and hereby grants to each L/C ParticipantParticipant (other than such Issuing Bank), and, to induce the such Issuing Lender Bank to issue Letters of CreditCredit hereunder, each such L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the such Issuing LenderBank, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Revolving Credit Commitment Percentage in the such Issuing Lender’s Bank's obligations and rights under and in respect of each Letter of Credit issued by such Issuing Bank hereunder and the amount of each draft paid by the such Issuing Lender Bank thereunder. Each such L/C Participant unconditionally and irrevocably agrees with the each Issuing Lender Bank that, if a draft is paid under any Letter of Credit issued by such Issuing Bank for which the such Issuing Lender Bank is not reimbursed in full by the Borrower in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender Bank upon demand at the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s 's Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. (b) If any amount required to be paid by any L/C Participant to the any Issuing Lender Bank pursuant to Section 3.4(asubsection 3.9(a) in respect of any unreimbursed portion of any payment made by the such Issuing Lender Bank under any Letter of Credit issued by such Issuing Bank is not paid to the such Issuing Lender on Bank within three Business Days after the date such payment is due, such L/C Participant shall pay to the 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 Rate, during the period from and including the date such payment is required to the date on which such payment is immediately available to the 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, provided that if . If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(asubsection 3.9(a) is not in fact made available to the any Issuing Lender Bank by such L/C Participant within three Business Days after the date such payment is due, the 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 Revolving Credit Loans that are ABR Loans under the Revolving Facilityhereunder. A certificate of the any 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. (c) Whenever, at any time after the any Issuing Lender Bank has made payment under any Letter of Credit issued by such Issuing Bank and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.share

L/C Participations. (a) The Each Issuing Lender Bank irrevocably agrees to grant and hereby grants to each L/C ParticipantParticipant (other than such Issuing Bank), and, to induce the such Issuing Lender Bank to issue Letters of CreditCredit hereunder, each such L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the such Issuing LenderBank, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Revolving Credit Commitment Percentage in the such Issuing Lender’s Bank's obligations and rights under and in respect of each Letter of Credit issued by such Issuing Bank hereunder and the amount of each draft paid by the such Issuing Lender Bank thereunder. Each such L/C Participant unconditionally and irrevocably agrees with the each Issuing Lender Bank that, if a draft is paid under any Letter of Credit issued by such Issuing Bank for which the such Issuing Lender Bank is not reimbursed in full by the Borrower in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender Bank upon demand at the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s 's Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. (b) If any amount required to be paid by any L/C Participant to the any Issuing Lender Bank pursuant to Section 3.4(asubsection 2.9(a) in respect of any unreimbursed portion of any payment made by the such Issuing Lender Bank under any Letter of Credit issued by such Issuing Bank is not paid to the such Issuing Lender on Bank within three Business Days after the date such payment is due, such L/C Participant shall pay to the 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 Rate, during the period from and including the date such payment is required to the date on which such payment is immediately available to the 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, provided that if . If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(asubsection 2.9(a) is not in fact made available to the any Issuing Lender Bank by such L/C Participant within three Business Days after the date such payment is due, the 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 under the Revolving Facilityhereunder. A certificate of the any 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. (c) Whenever, at any time after the any Issuing Lender Bank has made payment under any Letter of Credit issued by such Issuing Bank and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(asubsection 2.9(a), the 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 the such Issuing LenderBank), or any payment of interest on account thereof, the such Issuing Lender Bank will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that . (d) If any such payment received by the any Issuing Lender Bank pursuant to subsection 2.10 with respect to any Letter of Credit issued by it shall be required to be returned by the such Issuing LenderBank, such each L/C Participant shall return pay to the such Issuing Lender the portion thereof previously distributed by the Issuing Lender to itBank its pro rata share thereof.

L/C Participations. (a) The Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the each Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the each Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk risk, an undivided interest equal to such L/C Participant’s 's Revolving Credit Percentage in the each Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by the such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which the such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the such Issuing Lender upon demand at the such Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s 's Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. (b) If any amount required to be paid by any L/C Participant to the an Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the such Issuing Lender under any Letter of Credit is not paid to the such Issuing Lender on within three Business Days after the date such payment is due, such L/C Participant shall pay to the 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 the 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, provided that if . If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the such Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, the 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 Base Rate Loans under the Revolving Credit Facility. A certificate of the such Issuing Lender submitted to any L/C Participant with respect to any such amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the 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), the 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 the such Issuing Lender), or any payment of interest on account thereof, the 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 the such Issuing Lender shall be required to be returned by the such Issuing Lender, such L/C Participant shall return to the such Issuing Lender the portion thereof previously distributed by the such Issuing Lender to it.

L/C Participations. (a) The Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the each Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the each Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk risk, an undivided interest equal to such L/C Participant’s 's Revolving Credit Percentage in the each Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by the such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which the such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the such Issuing Lender upon demand at the such Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s 's Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. (b) If any amount required to be paid by any L/C Participant to the an Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the such Issuing Lender under any Letter of Credit is not paid to the such Issuing Lender on within three Business Days after the date such payment is due, such L/C Participant shall pay to the 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 the 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, provided that if . If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the such Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, the 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 Base Rate Loans under the Revolving Credit Facility. A certificate of the such Issuing Lender submitted to any L/C Participant with respect to any such amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the 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), the 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 the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.such

L/C Participations. (a) The Effective on the date of issuance thereof, each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the each Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the each Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s own account and risk risk, an undivided interest equal to such L/C Participant’s Revolving Credit Percentage in the each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by the such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which the such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the such Issuing Lender upon demand at the such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. (b) If any amount required to be paid by any L/C Participant to the an Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the such Issuing Lender under any Letter of Credit is not paid to the such Issuing Lender on within three Business Days after the date such payment is due, such L/C Participant shall pay to the 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 the 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, provided that if . If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the such Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, the 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 Base Rate Loans under the Revolving Credit Facility. A certificate of the such Issuing Lender submitted to any L/C Participant with respect to any such amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the 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), the 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 the such Issuing Lender), or any payment of interest on account thereof, the 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 the such Issuing Lender shall be required to be returned by the such Issuing Lender, such L/C Participant shall return to the such Issuing Lender the portion thereof previously distributed by the such Issuing Lender to it.

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Revolving Credit Percentage in the Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s 's Revolving Credit Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. (b) If any amount required to be paid by any L/C Participant to the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is not paid to the Issuing Lender on within three Business Days after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) 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 the Issuing Lender, times (iii) ii a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360, provided that if . If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, 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 Base Rate Loans under the Revolving Credit Facility. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Revolving Credit Percentage in the Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s 's Revolving Credit Percentage (a calculation of which shall be provided by the Administrative Agent) of the amount of such draft, or any part thereof, that which is not so reimbursed. Any demand by the Issuing Lender may be made through the Administrative Agent. (b) If any amount required to be paid by any L/C Participant to the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is not paid to the Issuing Lender on within three Business Days after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360, provided that if . If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, 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 under the Revolving Facility. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after 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), the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.Business

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s Revolving 's Commitment Percentage in the Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft or other demand for payment paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if the Issuing Lender notifies it that a draft is or other demand for payment has been paid under any Letter of Credit for which the Issuing Lender is has not been reimbursed in full by the Borrower in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s Revolving 's Commitment Percentage of the amount of such draftdraft or other demand for payment, or any part thereof, that which is not so reimbursed. (b) If any amount required to be paid by any L/C Participant to the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is not paid to the Issuing Lender on within three (3) Business Days after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate funds rate, as quoted by the 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 the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360, provided that if . If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not in fact made available to the Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, 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 under the Revolving Facilityhereunder. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after 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 this Section 3.4(a)3.4, the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will promptly distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from 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 Credit Commitment Percentage in 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 the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s 's Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. (b) If any amount required to be paid by any L/C Participant to the Issuing Lender pursuant to Section 3.4(asubsection 5.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is not paid to the Issuing Lender on within three Business Days after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360, provided that if . If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(asubsection 5.4(a) is not made available to the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, 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 under the Revolving FacilityLoans. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata PRO RATA share of such payment in accordance with Section 3.4(asubsection 5.4(a), the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata PRO RATA share thereof; providedPROVIDED, howeverHOWEVER, that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

L/C Participations. (a) The Issuing Lender Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender Bank to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing LenderBank, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s Revolving 's Commitment Percentage in the Issuing Lender’s Bank's obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender Bank thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender Bank that, if a draft is paid under any Letter of Credit for which the Issuing Lender Bank is not reimbursed in full by the Borrower in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the Issuing Lender Bank upon demand at the Issuing Lender’s Bank's address for notices specified herein an amount equal to such L/C Participant’s Revolving 's Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. (b) If any amount required to be paid by any L/C Participant to the Issuing Lender Bank pursuant to Section subsection 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender Bank under any Letter of Credit is not paid to the Issuing Lender on Bank within three Business Days after the date such payment demand is duemade by the Issuing Bank as contemplated by Section 3.4(a), such L/C Participant shall pay to the Issuing Lender Bank 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 the Issuing Bank, during the period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing 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, provided that if . If any such amount required to be paid by any L/C Participant pursuant to Section paragraph 3.4(a) is not in fact made available to the Issuing Lender Bank by such L/C Participant within three Business Days after the date such payment is due, 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 the Loans under the Revolving Facilityhereunder. A certificate of the 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. (c) Whenever, at any time after 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 Section subsection 3.4(a), 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 the Issuing LenderBank), or any payment of interest on account thereof, the Issuing Lender Bank will distribute to such L/C Participant its pro rata share thereof; providedPROVIDED, howeverHOWEVER, that in the event that any such payment received by the Issuing Lender Bank shall be required to be returned by the Issuing LenderBank, such L/C Participant shall return to the Issuing Lender Bank the portion thereof previously distributed by the Issuing Lender Bank to it.

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Revolving Credit Percentage in the Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower Borrowers in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s 's Revolving Credit Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. (b) If any amount required to be paid by any L/C Participant to the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is not paid to the Issuing Lender on within three Business Days after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) (x) in the case of Letters of Credit denominated in Dollars, the daily average Federal Funds Effective Rate or (y) in the case of Letters of Credit denominated in a Designated Currency, the daily average of the rate customary in such Designated Foreign Currency for settlement of similar inter-bank obligations, as quoted by the Administrative Agent, during the period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360, provided that if . If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, 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 Base Rate Loans under the Revolving Credit Facility. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower Borrowers or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

L/C Participations. (a) The Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the each Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the each Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Credit Percentage in the each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by the such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which the such Issuing Lender is not reimbursed in full by the relevant Borrower in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the such Issuing Lender upon demand at the such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. (b) If any amount required to be paid by any L/C Participant to the an Issuing Lender pursuant to Section 3.4(a4.4(a) in respect of any unreimbursed portion of any payment made by the such Issuing Lender under any Letter of Credit is not paid to the such Issuing Lender on within three Business Days after the date such payment is due, such L/C Participant shall pay to the 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 the 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, provided that if . If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a4.4(a) is not made available to the such Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, the 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 Base Rate Loans under the Revolving Credit Facility. A certificate of the such Issuing Lender submitted to any L/C Participant with respect to any such amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the 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(a4.4(a), the such 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 the such Issuing Lender), or any payment of interest on account thereof, the 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 the such Issuing Lender shall be required to be returned by the such Issuing Lender, such L/C Participant shall return to the such Issuing Lender the portion thereof previously distributed by the such Issuing Lender to it.

L/C Participations. (a) The Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the each Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the each Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk risk, an undivided interest equal to such L/C Participant’s 's Revolving Credit Percentage in the each Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by the such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which the such Issuing Lender is not reimbursed in full by the Borrower Borrowers in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the such Issuing Lender upon demand at the Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s 's Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. (b) . If any amount required to be paid by any L/C Participant to the an Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the such Issuing Lender under any Letter of Credit is not paid to the such Issuing Lender on within three Business Days after the date such payment is due, such L/C Participant shall pay to the 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 the 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 360365 (or, provided that if in the case of a leap year, 366). (b) If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the such Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, the 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 FacilityBase Rate Loans. A certificate of the such Issuing Lender submitted to any L/C Participant with respect to any such amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the an Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata PRO RATA share of such payment in accordance with Section 3.4(a), the 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 the Issuing Lender), or any payment of interest on account thereof, the such Issuing Lender will distribute to such L/C Participant its pro rata PRO RATA share thereof; providedPROVIDED, howeverHOWEVER, that in the event that any such payment received by the such Issuing Lender shall be required to be returned by the such Issuing Lender, such L/C Participant shall return to the such Issuing Lender the portion thereof previously distributed by the such Issuing Lender to it.

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C ParticipantLender, and, to induce the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant Lender irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s Lender's own account and risk an undivided interest equal to such L/C Participant’s Revolving Lender's Specified Percentage (determined on the date of issuance of the relevant Letter of Credit) in the Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued and/or renewed by the Issuing Lender and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant Lender unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit issued or renewed by the Issuing Lender for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement3.5(a), such L/C Participant Lender shall pay to the Issuing Lender upon demand at the Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s Revolving Lender's Specified Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. (b) If In addition to any amount required to be paid by any L/C Participant Lender to the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is not paid to the Issuing Lender on the date such payment is dueCredit, such L/C Participant Lender shall pay to the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required(which due date, for the purposes of this paragraph (b), shall be deemed to be the date on which such Lender shall have received notice from the Issuing Lender of the amount required to be paid) to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360, provided that if any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, 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 under the Revolving Facility. A certificate of the Issuing Lender submitted to any L/C Participant Lender with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant Lender its pro rata share of such payment in accordance with Section 3.4(a), the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will will, if such payment is received prior to 12:00 P.M., Dallas, Texas time, on a Business Day, distribute to such L/C Participant Lender its pro rata share thereofthereof on the same Business Day or if received later than 12:00 P.M. on the next succeeding Business Day; providedprovided that, however, that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant Lender shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it. (d) Notwithstanding anything to the contrary in this Agreement, each Lender's obligation to make the Committed Loans referred to in Section 3.5(b) and to purchase and fund participating interests pursuant to Section 3.4(a) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such Lender or the Borrower may have against 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 6; (iii) any adverse change in the condition (financial or otherwise) of any Loan Party; (iv) any breach of this Agreement or any other Loan Document by any Loan Party or any Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s Revolving 's Commitment Percentage in the Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s Revolving 's Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. (b) If Upon becoming aware of any amount required to be paid by any L/C Participant to the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit Credit, the Issuing Lender shall notify each L/C Participant of the amount and due date of such required payment and such L/C Participant shall pay to the Issuing Lender the amount specified on the applicable due date. If any such amount is not paid to the Issuing Lender on after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand an amount equal demand, in addition to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate as determined by the Agent during the period from and including the date such payment is required due to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360, provided that if any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, 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 under the Revolving Facility. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. With respect to payment to the Issuing Lender of the unreimbursed amounts described in this Section 3.4(b), if the L/C Participants receive notice that any such payment is due (A) prior to 1:00 p.m. (Charlotte time) on any Business Day, such payment shall be due that Business Day, and (B) after 1:00 p.m. (Charlotte time) on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share Commitment Percentage of such payment in accordance with this Section 3.4(a)3.4, the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment --- ---- -------- received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

L/C Participations. (a) The Issuing Lender irrevocably agrees ------------------ to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from 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 the Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at 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. (b) If any amount required to be paid by any L/C Participant to the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is not paid to the Issuing Lender on within three Business Days after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360, provided that if . If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, 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 under the Revolving FacilityLoans. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after 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), the Issuing Lender ---- receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; --- ---- provided, however, that in the event that any such payment received by the -------- ------- Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

L/C Participations. (a) The Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the each Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the each Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s own account and risk risk, an undivided interest equal to such L/C Participant’s Revolving Credit Percentage in the each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by the such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which the such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the such Issuing Lender upon demand at the such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. (b) If any amount required to be paid by any L/C Participant to the an Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the such Issuing Lender under any Letter of Credit is not paid to the such Issuing Lender on within three Business Days after the date such payment is due, such L/C Participant shall pay to the 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 the 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, provided that if . If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the such Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, the 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 Base Rate Loans under the Revolving Credit Facility. A certificate of the such Issuing Lender submitted to any L/C Participant with respect to any such amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the 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), the 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 the such Issuing Lender), or any payment of interest on account thereof, the 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 the such Issuing Lender shall be required to be returned by the such Issuing Lender, such L/C Participant shall return to the such Issuing Lender the portion thereof previously distributed by the such Issuing Lender to it.

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Revolving Credit Percentage in the Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with 58 the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s 's Revolving Credit Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. (b) If any amount required to be paid by any L/C Participant to the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is not paid to the Issuing Lender on within three Business Days after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360, provided that if . If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, 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 Base Rate Loans under the Revolving Credit Facility. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Revolving Credit Percentage in the Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued hereunder and the Dollar Equivalent of the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the Issuing Lender Lender, regardless of the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, upon demand demand, at the Issuing Lender’s 's address for notices specified herein herein, an amount in Dollars equal to such L/C Participant’s 's Revolving Credit Percentage of the Dollar Equivalent (determined as of the date on which such draft was paid by the Issuing Lender) of the amount of such draft, or any part thereof, that is not so reimbursed. (b) If any amount required to be paid by any L/C Participant to the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is not paid to the Issuing Lender on within three Business Days after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360, provided that if . If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, 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 Base Rate Loans under the Revolving Credit Facility. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata PRO RATA share of such payment in accordance with Section 3.4(a), the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata PRO RATA share thereof; providedPROVIDED, howeverHOWEVER, that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from 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 the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at 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. (b) If any amount required to be paid by any L/C Participant to the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is not paid to the Issuing Lender on the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360, provided that if any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, 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 under the Revolving Facility. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after 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), the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

L/C Participations. (a) The Effective on the Closing Date, in respect of each Existing Letter of Credit, and effective on the Issuance Date, in respect of each Letter of Credit issued after the Closing Date, each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C ParticipantParticipant (other than such Issuing Lender), and, to induce the such Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the such Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Revolving Credit Percentage in the such Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the each Issuing Lender that, if a draft is paid under any Letter of Credit for which the such Issuing Lender is not reimbursed in full by the Borrower Company in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the such Issuing Lender upon demand at the such Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s 's Revolving Credit Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. (b) If any amount required to be paid by any L/C Participant to the any Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the such Issuing Lender under any Letter of Credit issued by such Issuing Lender is not paid to the Issuing Lender on when due but is paid within three Business Days after the date such payment is due, such L/C Participant shall pay to the 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 the 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, provided that if . If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the any Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, the 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 Base Rate Loans under the Revolving Credit Facility. A certificate of the 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 the any Issuing Lender has made payment under any Letter of Credit issued by such Issuing Lender and has received from any L/C Participant its pro rata PRO RATA share of such payment in accordance with Section 3.4(a), the such 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 the such Issuing Lender, but excluding payments from L/C Participants), or any payment of interest on account thereof, the such Issuing Lender will distribute to such L/C Participant its pro rata PRO RATA share thereof; providedPROVIDED, howeverHOWEVER, that in the event that any such payment received by the such Issuing Lender shall be required to be returned by the such Issuing Lender, such L/C Participant shall return to the such Issuing Lender the portion thereof previously distributed by the such Issuing Lender to it.

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s Revolving 's Commitment Percentage in the Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s Revolving 's Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. (b) If Upon becoming aware of any amount required to be paid by any L/C Participant to the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit Credit, the Issuing Lender shall notify each L/C Participant of the amount and due date of such required payment and such L/C Participant shall pay to the Issuing Lender the amount specified on the applicable due date. If any such amount is not paid to the Issuing Lender on after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand an amount equal demand, in addition to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate as determined by the Administrative Agent during the period from and including the date such payment is required due to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360, provided that if any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, 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 under the Revolving Facility. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section 3.4(b) shall be conclusive in the absence of manifest error. With respect to payment to the Issuing Lender of the unreimbursed amounts described in this Section 3.4(b), if the L/C Participants receive notice that any such payment is due (A) prior to 1:00 p.m. on any Business Day, such payment shall be due that Business Day, and (B) after 1:00 p.m. on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share Commitment Percentage of such payment in accordance with this Section 3.4(a)3.4, the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Revolving Credit Percentage in the Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s 's Revolving Credit Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. (b) If any amount required to be paid by any L/C Participant to the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is not paid to the Issuing Lender on within three Business Days after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360, provided that if any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, 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 under the Revolving Facility. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after 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), the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.times

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s Revolving 's Commitment Percentage (determined on the date of issuance of the relevant Letter of Credit) in the Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreementsubsection 3.5(a), such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s Revolving 's Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. (b) If any amount required to be paid by any L/C Participant to the Issuing Lender pursuant to Section subsection 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is not paid to the Issuing Lender on within three Business Days after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate Rate, as quoted by the 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 the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360, provided that if . If any such amount required to be paid by any L/C Participant pursuant to Section subsection 3.4(a) is not in fact made available to the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, 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 through the third Business Day after such due date at the rate specified in clause (ii) above, and thereafter at the rate per annum applicable to ABR Loans under the Revolving Facilityhereunder. A certificate of the Issuing Lender 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. (c) Whenever, at any time after 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 subsection 3.4(a), the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral Collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to such L/C Participant its pro rata share thereofthereof prior to the end of such Business Day and otherwise the Issuing Lender will distribute such payment (together with interest thereon based on the Federal Funds Effective Rate) on the next succeeding Business Day; provided, however, that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

L/C Participations. (a) The Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce 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 the each Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Revolving Percentage in the each Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued by it hereunder and the amount of each draft paid by the such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which the such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the such Issuing Lender upon demand at the Issuing Lender’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. (b) If any amount required to be paid by any L/C Participant to the any Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the such Issuing Lender under any Letter of Credit is not paid to the such Issuing Lender on within three Business Days after the date such payment is due, such L/C Participant shall pay to the 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 the 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, provided that if . If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the relevant Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, the such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with 49 44 interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Facility. A certificate of the relevant Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the relevant Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), the 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 the such Issuing Lender), or any payment of interest on account thereof, the 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 the such Issuing Lender shall be required to be returned by the such Issuing Lender, such L/C Participant shall return to the such Issuing Lender the portion thereof previously distributed by the such Issuing Lender to it.

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk risk, an undivided interest equal to such L/C Participant’s 's Revolving Credit Commitment Percentage in the Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s 's Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. (b) If any amount required to be paid by any L/C Participant to the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is not paid to the Issuing Lender on within three Business Days after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand an amount equal to the product of (i1) such amount, times (ii2) the daily average Federal Funds Effective Rate funds rate, as quoted by the 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 the Issuing Lender, times (iii3) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360, provided that if . If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not in fact made available to the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, 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 Base Rate Loans under the Revolving Facilityhereunder. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after 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), the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s Revolving 's U.S. Commitment Percentage in the Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s Revolving 's U.S. Commitment Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. (b) If any amount required to be paid by any L/C Participant to the Issuing Lender pursuant to Section subsection 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is not paid to the Issuing Lender on within three Business Days after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360, provided that if . If any such amount required to be paid by any L/C Participant pursuant to Section subsection 3.4(a) is not made available to the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, 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 under the Revolving FacilityLoans. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after 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 subsection 3.4(a), the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

L/C Participations. (a) The Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the each Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the each Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s Revolving 's Multicurrency Percentage in the each Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by the such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which the such Issuing Lender is not reimbursed in full by the relevant Borrower in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the such Issuing Lender upon demand at the such Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s Revolving 's Multicurrency Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. (b) If any amount required to be paid by any L/C Participant to the an Issuing Lender pursuant to Section 3.4(a5.4(a) in respect of any unreimbursed portion of any payment made by the such Issuing Lender under any Letter of Credit is not paid to the such Issuing Lender on within three Business Days after the date such payment is due, such L/C Participant shall pay to the 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 the 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, provided that if . If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a5.4(a) is not made available to the such Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, the 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 Base Rate Loans under the Revolving Multicurrency Facility. A certificate of the such Issuing Lender submitted to any L/C Participant with respect to any such amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the 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(a5.4(a), the such 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 the such Issuing Lender), or any payment of interest on account thereof, the such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; providedPROVIDED, howeverHOWEVER, that in the event that any such payment received by the such Issuing Lender shall be required to be returned by the such Issuing Lender, such L/C Participant shall return to the such Issuing Lender the portion thereof previously distributed by the such Issuing Lender to it.

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C ParticipantLender, and, to induce the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant Lender irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s Lender's own account and risk an undivided interest equal to such L/C Participant’s Revolving Lender's Specified Percentage in the Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued by the Issuing Lender and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant Lender unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit issued by the Issuing Lender for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement3.5(a), such L/C Participant Lender shall pay to the Issuing Lender upon demand at the Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s Revolving Lender's Specified Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. (b) If any amount required to be paid by any L/C Participant Lender to the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is not paid to the Issuing Lender on within three Business Days after the date such payment is due, such L/C Participant Lender shall pay to the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective 24 31 Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360, provided that if . If any such amount required to be paid by any L/C Participant Lender pursuant to Section 3.4(a) is not in fact made available to the Issuing Lender by such L/C Participant Lender within three Business Days after the date such payment is due, the Issuing Lender shall be entitled to recover from such L/C ParticipantLender, on demand, such amount with interest thereon calculated from such due date at the a rate per annum applicable equal to the ABR Loans under plus the Revolving FacilityApplicable Margin. A certificate of the Issuing Lender submitted to any L/C Participant Lender with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant Lender its pro rata share of such payment in accordance with Section 3.4(a), the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral Collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will will, if such payment is received prior to 1:00 p.m., Dallas, Texas time, on a Business Day, distribute to such L/C Participant Lender its pro rata share thereofthereof on the same Business Day or if received later than 1:00 p.m. on the next succeeding Business Day; provided, however, that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant Lender shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it. (d) Notwithstanding anything to the contrary in this Agreement, each Lender's obligation to make the Loans referred to in Section 3.5(b) and to purchase and fund participating interests pursuant to Section 3.4(a) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such Lender or the Borrower may have against 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 6; (iii) any adverse change in the condition (financial or otherwise) of any Loan Party; (iv) any breach of this Agreement or any other Loan Document by any Loan Party or any Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

L/C Participations. (a) The Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the such Issuing Lender to issue European Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the such Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s Revolving 's European Commitment Percentage from time to time in the effect in such Issuing Lender’s 's obligations and rights under and in respect of each European Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by the such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the such Issuing Lender that, if a draft is paid under any European Letter of Credit issued by such Issuing Lender for which the such Issuing Lender is not reimbursed in full by the relevant Borrower in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the such Issuing Lender upon demand at the such Issuing Lender’s Xxxxxx's address for notices specified herein an amount equal to such L/C Participant’s Revolving 's then European Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed; PROVIDED that, if such demand is made prior to 12:00 Noon, London time, on a Business Day, such L/C Participant shall make such payment to such Issuing Lender prior to the end of such Business Day and otherwise such L/C Participant shall make such payment on the next succeeding Business Day. (b) If any amount required to be paid by any L/C Participant to the an Issuing Lender pursuant to Section 3.4(aparagraph 8.4(a) in respect of any unreimbursed portion of any payment made by the such Issuing Lender under any European Letter of Credit is not paid to the such Issuing Lender on within three Business Days after the date such payment is due, such L/C Participant shall pay to the such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate annual interest rate reasonably determined by the Issuing Lender to reflect the cost of funds to such Issuing Lender in maintaining such unreimbursed amount during the period from and including the date such payment is required to the date on which such payment is immediately available to the 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, provided that if . If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(aparagraph 8.4(a) is not in fact made available to the such Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, the such Issuing Lender shall be entitled to recover from such L/C ParticipantPar- ticipant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Syndicated European Loans under in the Revolving Facilityrelevant currency hereunder. A certificate of the an Issuing Lender submitted to any L/C Participant with respect to any amounts owing to such Issuing Lender under this Section subsection shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the an Issuing Lender has made payment under any European Letter of Credit issued by it and has received from any L/C Participant its pro rata share European Commitment Percentage of such payment in accordance with Section 3.4(asubsection 8.4(a), the such Issuing Lender receives any payment related to such European Letter of Credit (whether directly from the relevant Borrower or otherwise, including proceeds of collateral applied thereto by the such Issuing Lender), or any payment of interest on account thereof, the such Issuing Lender will promptly distribute to such L/C Participant its pro rata share European Commitment Percentage thereof; providedPROVIDED, howeverHOWEVER, that in the event that any such payment received by the such Issuing Lender and distributed to the L/C Participants shall be required to be returned by the such Issuing Lender, each such L/C Participant shall return to the such Issuing Lender the portion thereof previously distributed by the such Issuing Lender to it. (d) Notwithstanding anything to the contrary contained in this subsection 8.4, no European Lender shall be required to acquire a participating interest in a European Letter of Credit if an Event of Default shall have occurred and be continuing at the time such European Letter of Credit was issued and such European Lender shall have notified the Administrative Agent in writing, at least one Business Day prior to the issuance date with respect to such European Letter of Credit, that such Event of Default has occurred and that such European Lender will not acquire participations in European Letters of Credit issued while such Event of Default is continuing.

L/C Participations. (a) The Each Issuing Lender Bank irrevocably agrees to grant and hereby grants to each L/C ParticipantParticipant (other than such Issuing Bank), and, to induce the such Issuing Lender Bank to issue Letters of CreditCredit hereunder, each such L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the such Issuing LenderBank, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Revolving Credit Commitment Percentage in the such Issuing Lender’s Bank's obligations and rights under and in respect of each Letter of Credit issued by such Issuing Bank hereunder and the amount of each draft paid by the such Issuing Lender Bank thereunder. Each such L/C Participant unconditionally and irrevocably agrees with the each Issuing Lender Bank that, if a draft is paid under any Letter of Credit issued by such Issuing Bank for which the such Issuing Lender Bank is not reimbursed in full by the Borrower in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender Bank upon demand at the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s 's Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. (b) If any amount required to be paid by any L/C Participant to the any Issuing Lender Bank pursuant to Section 3.4(a) subsection 3.9 in respect of any unreimbursed portion of any payment made by the such Issuing Lender Bank under any Letter of Credit issued by such Issuing Bank is not paid to the such Issuing Lender on Bank within three Business Days after the date such payment is due, such L/C Participant shall pay to the 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 Rate, during the period from and including the date such payment is required to the date on which such payment is immediately available to the 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, provided that if . If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) subsection 3.9 is not in fact made available to the any Issuing Lender Bank by such L/C Participant within three Business Days after the date such payment is due, the 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 Revolving Credit Loans that are ABR Loans under the Revolving Facilityhereunder. A certificate of the any 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. (c) Whenever, at any time after the any Issuing Lender Bank has made payment under any Letter of Credit issued by such Issuing Bank and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a)subsection 3.9, the 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 the such Issuing LenderBank), or any payment of interest on account thereof, the such Issuing Lender Bank will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that . (d) If any such payment received by the any Issuing Lender Bank pursuant to subsection 3.10 with respect to any Letter of Credit issued by it shall be required to be returned by the such Issuing LenderBank, such each L/C Participant shall return pay to the such Issuing Lender the portion thereof previously distributed by the Issuing Lender to itBank its pro rata share thereof.

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from 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 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 the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at 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. (b) . If any amount required to be paid by any L/C Participant to the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is not paid to the Issuing Lender on within three Business Days after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360, provided that if . If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, 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 under the Revolving Facility. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) . Whenever, at any time after 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), the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Credit Percentage in the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft drawing paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft drawing is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit Percentage of the amount of such draftdrawing, or any part thereof, that is not so reimbursed. (b) If any amount required to be paid by any L/C Participant to the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is not paid to the Issuing Lender on within three Business Days after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360, provided that if any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, 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 under the Revolving Facility. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after 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), the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.times

L/C Participations. (a) The Each Issuing Lender irrevocably agrees to ------------------ grant and hereby grants to each L/C Participant, and, to induce the each Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the each Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Revolving Percentage in the each Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the each Issuing Lender that, if a draft is paid under any Letter of Credit for which the such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the such Issuing Lender upon demand at the 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 reimbursed. (ba) If any amount required to be paid by any L/C Participant to the relevant Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the such Issuing Lender under any Letter of Credit is not paid to the such Issuing Lender on within three Business Days after the date such payment is due, such L/C Participant shall pay to the 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 the 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, provided that if . If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the such Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, the 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 Facility. A certificate of the relevant Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (cb) Whenever, at any time after the relevant Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), the 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 the such Issuing Lender), or any payment of interest on account thereof, the 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 the -------- ------- such Issuing Lender shall be required to be returned by the such Issuing Lender, such L/C Participant shall return to the such Issuing Lender the portion thereof previously distributed by the such Issuing Lender to it.

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Revolving Credit Percentage in the Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s 's Revolving Credit Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. (b) If any amount required to be paid by any L/C Participant to the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is not paid to the Issuing Lender on within three Business Days after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360, provided that if . If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, 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 Base Rate Loans under the Revolving Credit Facility. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata PRO RATA share of such payment in accordance with Section 3.4(a), the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata PRO RATA share thereof; providedPROVIDED, howeverHOWEVER, that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.,

L/C Participations. (a) The Each Issuing Lender irrevocably agrees ------------------ to grant and hereby grants to each L/C Participant, and, to induce the each Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the each Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Revolving Credit Percentage in the each Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by the such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which the such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the such Issuing Lender upon demand at the such Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s 's Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. (b) If any amount required to be paid by any L/C Participant to the an Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the such Issuing Lender under any Letter of Credit is not paid to the such Issuing Lender on within three Business Days after the date such payment is due, such L/C Participant shall pay to the 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 the 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, provided that if . If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the such Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, the 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 Base Rate Loans under the Revolving Credit Facility. A certificate of the such Issuing Lender submitted to any L/C Participant with respect to any such amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the 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), the 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 the such Issuing Lender), or any payment of interest on account thereof, the 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 the -------- ------- such Issuing Lender shall be required to be returned by the such Issuing Lender, such L/C Participant shall return to the such Issuing Lender the portion thereof previously distributed by the such Issuing Lender to it.

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Revolving Credit Percentage in the Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s 's Revolving Credit Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. (b) If any amount required to be paid by any L/C Participant to the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is not paid to the Issuing Lender on within three Business Days after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360, provided that if . If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, 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 equal to the rate then applicable to ABR Base Rate Loans under the Revolving Facilityplus 1.50%. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section 3.4 shall be conclusive in the absence of manifest error. (c) Whenever, at any time after 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), the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Revolving Credit Percentage in the Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s 's Revolving Credit Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. (b) If any amount required to be paid by any L/C Participant to the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is not paid to the Issuing Lender on within three Business Days after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360, provided that if . If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, 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 under the Revolving Credit Facility. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.C

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s Revolving 's Commitment Percentage in the Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s Revolving 's Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. (b) If Upon becoming aware of any amount required to be paid by any L/C Participant to the Issuing Lender pursuant to Section 3.4(a2A.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit Credit, the Issuing Lender shall notify each L/C Participant of the amount and due date of such required payment and such L/C Participant shall pay to the Issuing Lender the amount specified on the applicable due date. If any such amount is not paid to the Issuing Lender on after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand an amount equal demand, in addition to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate as determined by the Agent during the period from and including the date such payment is required due to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360, provided that if any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, 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 under the Revolving Facility. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. With respect to payment to the Issuing Lender of the unreimbursed amounts described in this Section 2A.4(b), if the L/C Participants receive notice that any such payment is due (A) prior to 2:00 p.m. (Charlotte time) on any Business Day, such payment shall be due that Business Day, and (B) after 2:00 p.m. (Charlotte time) on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share Commitment Percentage of such payment in accordance with this Section 3.4(a)2A.4, the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will promptly distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s Revolving 's Commitment Percentage in the Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower Borrowers in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand demand, with respect to Letters of Credit denominated in Dollars, and within three (3) Business Days after demand, with respect to Letters of Credit denominated in Canadian Dollars or Sterling, at the Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s Revolving 's Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursedreimbursed and such payments shall thereafter be reflected as Extensions of Credit of the Lenders on the books and records of the Administrative Agent. (b) If Upon becoming aware of any amount required to be paid by any L/C Participant to the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit Credit, the Issuing Lender shall notify each L/C Participant of the Dollar Amount thereof and due date of such required payment and such L/C Participant shall pay to the Issuing Lender the Dollar Amount specified on the applicable due date. If any such amount is not paid to the Issuing Lender on after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand an amount equal demand, in addition to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate as determined by the Administrative Agent during the period from and including the date such payment is required due to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360, provided that if any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, 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 under the Revolving Facility. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. With respect to payment to the Issuing Lender of the unreimbursed amounts described in this Section 3.4(b), if the L/C Participants receive notice that any such payment is due (A) prior to 1:00 p.m. (Charlotte time) on any Business Day, such payment shall be due that Business Day, and (B) after 1:00 p.m. (Charlotte time) on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share Commitment Percentage of such payment in accordance with this Section 3.4(a)3.4, the 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 the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Revolving Credit Percentage in the Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued by the Issuing Lender and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit issued by the Issuing Lender for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s 's Revolving Credit Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. (b) If any amount required to be paid by any L/C Participant to the Issuing Lender pursuant to Section subsection 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is not paid to the Issuing Lender on within three Business Days after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360, provided that if . If any such amount required to be paid by any L/C Participant pursuant to Section subsection 3.4(a) is not made available to the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, 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 under the Revolving Credit Facility. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

L/C Participations. (a) The Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the each Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the each Issuing Lender, Lender on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Seven-Year Revolving Credit Percentage in the Issuing Lender’s obligations and rights of each Issuing Lender under and in respect of each Letter of Credit issued by such Issuing Lender and the amount of each draft paid by the such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which the such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the such Issuing Lender upon demand at the such Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s 's Seven-Year Revolving Credit Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. (b) If any amount required to be paid by any L/C Participant to the an Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the such Issuing Lender under any Letter of Credit is not paid to the such Issuing Lender on within three Business Days after the date such payment is due, such L/C Participant shall pay to the 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 the such Issuing Lender, Lender times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360, provided that if any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, 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 under the Revolving Facility. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after 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), the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.the

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving U.S. Commitment Percentage in the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving U.S. Commitment Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. (b) If any amount required to be paid by any L/C Participant to the Issuing Lender pursuant to Section subsection 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is not paid to the Issuing Lender on within three Business Days after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360, provided that if . If any such amount required to be paid by any L/C Participant pursuant to Section subsection 3.4(a) is not made available to the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, 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 under the Revolving FacilityLoans. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after 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 subsection 3.4(a), the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Credit Percentage in the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder (including the Letters of Credit referred to on Schedule 7.2(d) which for all purposes of this Agreement shall be deemed issued hereunder) and the amount of each draft drawing paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft drawing is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit Percentage of the amount of such draftdrawing, or any part thereof, that is not so reimbursed. (ba) If any amount required to be paid by any L/C Participant to the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is not paid to the Issuing Lender on within three Business Days after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective NYFRB Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360, provided that if . If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, 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 under the Revolving FacilityBase Rate Loans. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (cb) Whenever, at any time after 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), the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

L/C Participations. (a) The Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the each Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the each Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s LC/Swing Line Revolving Percentage in the each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by the such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which the such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the such Issuing Lender upon demand at the such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s LC/Swing Line Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. (b) If any amount required to be paid by any L/C Participant to the an Issuing Lender pursuant to Section 3.4(a4.4(a) in respect of any unreimbursed portion of any payment made by the such Issuing Lender under any Letter of Credit is not paid to the such Issuing Lender on within three Business Days after the date such payment is due, such L/C Participant shall pay to the 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 the 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, provided that if . If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a4.4(a) is not made available to the such Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, the 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 Base Rate Loans under the Revolving Credit Facility. A certificate of the such Issuing Lender submitted to any L/C Participant with respect to any such amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the 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(a4.4(a), the 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 the such Issuing Lender), or any payment of interest on account thereof, the 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 the such Issuing Lender shall be required to be returned by the such Issuing Lender, such L/C Participant shall return to the such Issuing Lender the portion thereof previously distributed by the such Issuing Lender to it.

L/C Participations. (a) The Each Issuing Lender Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the each Issuing Lender Bank to issue Letters of CreditCredit hereunder, each L/C Participant unconditionally and irrevocably agrees to accept and purchase and hereby accepts and purchases from the such Issuing LenderBank, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s own account and risk risk, an undivided interest in such Issuing Bank’s obligations and rights under each Letter of Credit issued by such Issuing Bank hereunder in an amount equal to the product of such L/C Participant’s Revolving Commitment Percentage in the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and Multicurrency Tranche Revolving Commitments times the amount of each draft paid by the such Issuing Lender Bank thereunder. Each L/C Participant unconditionally and irrevocably agrees with the each Issuing Lender Bank that, if a draft is paid under any Letter of Credit issued by such Issuing Bank for which the such Issuing Lender Bank is not reimbursed in full by the Borrower Company in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the such Issuing Lender Bank upon demand at the such Issuing LenderBank’s address for notices specified herein Issuing Office an amount equal to such L/C Participant’s Revolving Commitment Percentage in respect of Multicurrency Tranche Revolving Commitments of the amount of such draft, or any part thereof, that which is not so reimbursedreimbursed in the Currency in which payment of such draft was made and in immediately available funds. (b) If any amount required to be paid by any L/C Participant to the any Issuing Lender Bank pursuant to Section subsection 3.4(a) in respect of any unreimbursed portion of any payment made by the such Issuing Lender Bank under any Letter of Credit is not paid to the such Issuing Lender Bank on the date such payment is duedue from such L/C Participant, such L/C Participant shall pay to the such Issuing Lender Bank on demand an amount equal to the product of (i) such amount, times (ii) (A) in the daily average case of any such payment obligation denominated in Dollars, the Federal Funds Effective Rate or (B) in the case of any such payment obligation denominated in an Available Foreign Currency, the rate customary in such Currency for settlement of similar inter-bank obligations, as quoted by such Issuing Bank, in each case during the period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing 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, provided that if . If any such amount required to be paid by any L/C Participant pursuant to Section subsection 3.4(a) is not made available to the such Issuing Lender Bank by such L/C Participant within three Business Days after the date such payment is due, the 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 under the Revolving FacilityLoans. A certificate of the an 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. (c) Whenever, at any time after the 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 subsection 3.4(a), the Issuing Lender Bank receives any payment related to such Letter of Credit (whether directly from the Borrower Company or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the 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 the such Issuing Lender Bank shall be required to be returned by the such Issuing LenderBank, such L/C Participant shall return to the such Issuing Lender Bank on demand the portion thereof previously distributed by the such Issuing Lender Bank to it. (d) Each L/C Participant’s obligation to purchase participating interests pursuant to subsection 3.4(a) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant or the Company may have against any Issuing Bank, the Company or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Article VII; (iii) any adverse change in the condition (financial or otherwise) of the Company or any Subsidiary; (iv) any breach of this Agreement or any other Loan Document by the Company or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Revolving Percentage in the Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at 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. (b) If any amount required to be paid by any L/C Participant to the Issuing Lender pursuant to Section subsection 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is not paid to the Issuing Lender on within three Business Days after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360, provided that if . If any such amount required to be paid by any L/C Participant pursuant to Section subsection 3.4(a) is not made available to the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, 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 under the Revolving FacilityLoans. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after 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 subsection 3.4(a), the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth below, Lender for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s Revolving 's Commitment Percentage in the Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender (notwithstanding any Default, Event of Default, non-satisfaction of conditions set forth in Article V or any other circumstances whatsoever) that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower Borrowers in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s Revolving 's Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. (b) If Upon becoming aware of any amount required to be paid by any L/C Participant to the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit Credit, the Issuing Lender shall notify each L/C Participant of the amount and due date of such required payment and such L/C Participant shall pay to the Issuing Lender the amount specified on the applicable due date. If any such amount is not paid to the Issuing Lender on after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand an amount equal demand, in addition to such amount, the product of (i) such amount, times (ii) the daily average Federal ----- Funds Effective Rate as determined by the Administrative Agent during the period from and including the date such payment is required due to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the ----- numerator of which is the number of days that elapse during such period and the denominator of which is 360, provided that if any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, 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 under the Revolving Facility. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section 3.4 shall be conclusive in the absence of manifest error. With respect to payment to the Issuing Lender of the unreimbursed amounts described in this Section 3.4(b), if the L/C Participants receive notice that any such payment is due (A) prior to 1:00 p.m. (Charlotte time) on any Business Day, such payment shall be due that Business Day, and (B) after 1:00 p.m. (Charlotte time) on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share Commitment Percentage of such payment in accordance with this Section 3.4(a)3.4, 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 the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata --- ---- share thereof; provided, however, that in the event that any such payment received by the -------- Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s Revolving 's Commitment Percentage in the Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower Borrowers in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s Revolving 's Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. (b) If Upon becoming aware of any amount required to be paid by any L/C Participant to the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit Credit, the Issuing Lender shall notify each L/C Participant of the amount and due date of such required payment and such L/C Participant shall pay to the Issuing Lender the amount specified on the applicable due date. If any such amount is not paid to the Issuing Lender on after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand an amount equal demand, in addition to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate as determined by the Administrative Agent during the period from and including the date such payment is required due to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360, provided that if any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, 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 under the Revolving Facility. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section 3.4(b) shall be conclusive in the absence of manifest error. With respect to payment to the Issuing Lender of the unreimbursed amounts described in this Section 3.4(b), if the L/C Participants receive notice that any such payment is due (A) prior to 1:00 p.m. (Charlotte time) on any Business Day, such payment shall be due that Business Day, and (B) after 1:00 p.m. (Charlotte time) on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share Commitment Percentage of such payment in accordance with this Section 3.4(a)3.4, the Issuing Lender receives any payment related to such Letter of Credit (Credit, whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s Revolving 's Commitment Percentage in the Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower Borrowers in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s Revolving 's Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. (b) If Upon becoming aware of any amount required to be paid by any L/C Participant to the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit Credit, the Issuing Lender shall notify each L/C Participant of the amount and due date of such required payment and such L/C Participant shall pay to the Issuing Lender the amount specified on the applicable due date. If any such amount is not paid to the Issuing Lender on after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand an amount equal demand, in addition to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate as determined by the Administrative Agent during the period from and including the date such payment is required due to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360, provided that if any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, 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 under the Revolving Facility. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section 3.4(b) shall be conclusive in the absence of manifest error. With respect to payment to the Issuing Lender of the unreimbursed amounts described in this Section 3.4(b), if the L/C Participants receive notice that any such payment is due (A) prior to 1:00 p.m. (Charlotte time) on any Business Day, such payment shall be due that Business Day, and (B) after 1:00 p.m. (Charlotte time) on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share Commitment Percentage of such payment in accordance with this Section 3.4(a)3.4, the 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 the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s Revolving 's Commitment Percentage in the Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower Borrowers in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s Revolving 's Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. (b) If Upon becoming aware of any amount required to be paid by any L/C Participant to the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit Credit, the Issuing Lender shall notify each L/C Participant of the amount and due date of such required payment and such L/C Participant shall pay to the Issuing Lender the amount specified on the applicable due date. If any such amount is not paid to the Issuing Lender on after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand an amount equal demand, in addition to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate as determined by the Agent during the period from and including the date such payment is required due to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360, provided that if any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, 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 under the Revolving Facility. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section 3.4 shall be conclusive in the absence of manifest error. With respect to payment to the Issuing Lender of the unreimbursed amounts described in this Section 3.4(b), if the L/C Participants receive notice that any such payment is due (A) prior to 1:00 p.m. (Charlotte time) on any Business Day, such payment shall be due that Business Day, and (B) after 1:00 p.m. (Charlotte time) on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share Commitment Percentage of such payment in accordance with this Section 3.4(a)3.4, the 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 the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk risk, an undivided interest equal to such L/C Participant’s 's Revolving Credit Commitment Percentage in the Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s 's Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. (b) If any amount required to be paid by any L/C Participant to the Issuing Lender pursuant to Section 3.4(a4.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is not paid to the Issuing Lender on within three Business Days after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand an amount equal to the product of (i1) such amount, times (ii2) the daily average Federal Funds Effective Rate funds rate, as quoted by the Issuing Lender, during the period from and including the date such payment is required (or, if such demand for payment from such L/C Participant is made after 3:00 p.m. New York City time on such date, the next Business Day) to the date on which such payment is immediately available to the Issuing Lender, times (iii3) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360, provided that if . If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a4.4(a) is not in fact made available to the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, 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 Base Rate Loans under the Revolving Facilityhereunder. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after 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(a4.4(a), the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; providedPROVIDED, howeverHOWEVER, that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

L/C Participations. (a) The Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the each Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the each Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Revolving Credit Commitment Percentage in the each Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the each Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the each Issuing Lender that, if a draft is paid under any Letter of Credit for which the such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the such Issuing Lender upon demand at the such Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s 's Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. (b) If any amount required to be paid by any L/C Participant to the any Issuing Lender pursuant to Section 3.4(asubsection 3.3(a) in respect of any unreimbursed portion of any payment made by the such Issuing Lender under any Letter of Credit is not paid to the such Issuing Lender on within three Business Days after the date such payment is due, such L/C Participant shall pay to the such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate (as defined in the definition of ABR in subsection 1.1) during the period from and including the date such payment is required to be made to the date on which such payment is immediately made available to the 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, provided that if . If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(asubsection 3.3(a) is not in fact made available to the relevant Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, the 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 Facilityhereunder. A certificate of the relevant Issuing Lender 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. (c) Whenever, at any time after the 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(asubsection 3.3(a), the 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 the such Issuing Lender), or any payment of interest on account thereof, the such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; providedPROVIDED, howeverHOWEVER, that in the event that any such payment received by the such Issuing Lender shall be required to be returned by the such Issuing Lender, such L/C Participant shall return to the such Issuing Lender the portion thereof previously distributed by the such Issuing Lender to it.

L/C Participations. (a) The Issuing Lender irrevocably -------------------------- agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from 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 the Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at 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. (b) If any amount required to be paid by any L/C Participant to the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is not paid to the Issuing Lender on within three Business Days after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360, provided that if . If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, 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 under the Revolving Facility. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after 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), the Issuing Lender ---- receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; --- ---- provided, however, that in the event that any such payment received by the -------- ------- Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

L/C Participations. (a) The Issuing Lender irrevocably agrees to ------------------ grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Revolving Credit Percentage in the Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower Account Party in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s 's Revolving Credit Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. (b) If any amount required to be paid by any L/C Participant to the Issuing Lender pursuant to Section 3.4(a4.3(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is not paid to the Issuing Lender on within three Business Days after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate rate of interest which reflects the cost to the Issuing Lender of obtaining funds of the type utilized to fund such payment during the period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360, provided that if . If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a4.3(a) is not made available to the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, 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 Eurocurrency Loans under the Revolving Credit Facility. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro --- rata share of such payment in accordance with Section 3.4(a4.3(a), the Issuing Lender ---- receives any payment related to such Letter of Credit (whether directly from the Borrower Account Party or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; --- ---- provided, however, that in the event that any such payment received by the -------- ------- Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it. (d) Each Borrower hereby irrevocably and unconditionally authorizes the Issuing Lender to convert into Dollars (at the actual exchange rate then available to it) all amounts then owing to it on account of any Letter of Credit which is denominated in an Optional Currency other than Marks, Pounds, Francs or euro and is not reimbursed by the relevant Account Party in a timely manner and otherwise in accordance with the provisions of Section 4.4. Such Issuing Lender and each L/C Participant hereby irrevocably and unconditionally agrees that (i) no L/C Participant shall have any obligation to make any payments or purchase any participating interests contemplated by Section 4.3(b) or (c) on account of such Letter of Credit until such time as such Issuing Lender has effected the conversion described above and provided written notice to the Administrative Agent (which shall promptly forward such notice to the L/C Participants) of the amount of Dollars owing to it as a result of such conversion and (ii) from and after the date upon which such conversion is effected, the obligations of the L/C Participants under Sections 4.3(b) and (c) shall be satisfied only by the payment to such Issuing Lender of such L/C Participant's Revolving Credit Percentage of the amount of Dollars so notified to the Administrative Agent. (e) Notwithstanding anything to the contrary contained in this Section 4.4, no Revolving Credit Lender shall be required to acquire a participating interest in a Letter of Credit if an Event of Default shall have occurred and be continuing at the time such Letter of Credit was issued and such Revolving Credit Lender shall have notified the Administrative Agent in writing, at least one Business Day prior to the issuance date with respect to such Letter of Credit, that such Event of Default has occurred and that such Revolving Credit Lender will not acquire participations in Letters of Credit issued while such Event of Default is continuing.