Common use of L/C Participations Clause in Contracts

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

L/C Participations. (a) Each The Issuing Lender Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Lender Bank to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing LenderBank, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest interest, equal to the percentage which such L/C Participant’s Commitment Percentage represents of the Total Commitment, in such the Issuing LenderBank’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender Bank thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender Bank that, if a draft is paid under any Letter of Credit for which such the Issuing Lender Bank is not reimbursed in full by the relevant Borrower Company in accordance with the terms of this Credit Agreement, such L/C Participant shall pay to such the Issuing Lender Bank upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Commitment Percentage a fraction of the amount of such draft, or any part thereof, that is not so reimbursed, equal to the percentage which such L/C Participant’s Commitment represents of the Total Commitment. (b) If any amount required to be paid by any L/C Participant to an the Issuing Lender Bank pursuant to Section 5.4(a3.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender Bank under any Letter of Credit is paid to such the Issuing Lender Bank within three Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender Bank on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the Issuing LenderBank, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 5.4(a3.4(a) is not made available to an the Issuing Lender Bank by such L/C Participant within three Business Days after the date such payment is due, such the Issuing Lender Bank shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Alternate Base RateLoans. A certificate of such the Issuing Lender Bank submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after any 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 5.4(a3.4(a), such the Issuing Lender Bank receives any payment related to such Letter of Credit (whether directly from the relevant Borrower Company or otherwise, including proceeds of collateral applied thereto by such the Issuing LenderBank), or any payment of interest on account thereof, such the Issuing Lender Bank will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an the Issuing Lender Bank shall be required to be returned by such the Issuing LenderBank, such L/C Participant shall return to such the Issuing Lender Bank the portion thereof previously distributed by such the Issuing Lender Bank to it.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s Commitment 's Revolving Credit Percentage in such 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 such the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the relevant Borrower in accordance with the terms of this Credit Agreement, such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s Commitment '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 an the Issuing Lender pursuant to Section 5.4(a3.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit is paid to such the Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 5.4(a3.4(a) is not made available to an the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Base RateRate Loans under the Revolving Credit Facility. A certificate of such 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 any 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 5.4(a3.4(a), such the Issuing 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 such the Issuing Lender), or any payment of interest on account thereof, such the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an the Issuing Lender shall be required to be returned by such the Issuing Lender, such L/C Participant shall return to such the Issuing Lender the portion thereof previously distributed by such the Issuing Lender to it.

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

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Lender Lenders to issue their respective Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Commitment Percentage in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit for which such an Issuing Lender is not indefeasibly reimbursed in cash in full by the relevant Borrower in accordance with the terms of this Credit AgreementAgreement (notwithstanding delivery of cash collateral pursuant to Sections 5.1(a) and 10.2(c)), such L/C Participant shall pay to such Issuing Lender upon demand at such the Administrative Agent for the account of the applicable Issuing Lender’s address for notices specified herein , upon demand, an amount equal to such L/C Participant’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 or for the account of an Issuing Lender pursuant to Section 5.4(a) in respect of any unreimbursed portion of any payment made by such an Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the applicable Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 5.4(a) is not made available to an Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such the applicable 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 Adjusted Base Rate. A certificate of such an Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after any 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 5.4(a), such Issuing 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 such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will cause the Administrative Agent to distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.

L/C Participations. (a) Each Issuing Lender Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each 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 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 equal to such L/C Participant’s Revolving Commitment Percentage in such Issuing LenderBank’s obligations and rights under and in respect of each Letter of Credit issued by such Issuing Bank hereunder and the amount of each draft paid by such Issuing Lender Bank thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender Bank that, if a draft is paid under any Letter of Credit issued by such Issuing Bank for which the Specified Borrower which is the account party under such Letter of Credit has not reimbursed such Issuing Lender is not reimbursed in Bank to the full extent required by the relevant Borrower in accordance with the terms of this Credit Agreement, such L/C Participant shall pay to such Issuing Lender Bank upon demand at such Issuing LenderBank’s address for notices specified herein Issuing Office 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 any amount required to be paid by any L/C Participant to an any Issuing Lender Bank pursuant to Section subsection 5.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender Bank under any Letter of Credit is not paid to such Issuing Lender within three Business Days after Bank on the date such payment is duedue from such L/C Participant, such L/C Participant shall pay to such Issuing Lender Bank on demand an amount equal to the product of (i) such amount, times (ii) (A) in the case of any such payment obligation denominated in Dollars, the daily average Federal Funds Rate funds rate, as quoted by such Issuing Bank, 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 such 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. If any such amount required to be paid by any L/C Participant pursuant to Section 5.4(a) is not made available to an Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the Base Rate. A certificate of such 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 any 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 5.4(a), such ) the Issuing Lender Bank receives any payment related to such Letter of Credit (whether directly from the relevant Borrower account party or otherwise, including by way of set-off or proceeds of collateral applied thereto by such Issuing LenderBank), or any payment of interest on account thereof, such Issuing Lender Bank will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an such Issuing Lender Bank shall be required to be returned by such the Issuing LenderBank, such L/C Participant shall return to such Issuing Lender Bank the portion thereof previously distributed by such Issuing Lender Bank to it.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s Commitment 's Revolving Percentage in such the Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the relevant Borrower in accordance with the terms of this Credit Agreement, such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s Commitment '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 an the Issuing Lender pursuant to Section 5.4(a3.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit is paid to such the Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 5.4(a3.4(a) is not made available to an the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the Base Raterate per annum applicable to ABR Loans under the Revolving Facility. A certificate of such 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 any 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 5.4(a3.4(a), such the Issuing 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 such the Issuing Lender), or any payment of interest on account thereof, such the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an the Issuing Lender shall be required to be returned by such the Issuing Lender, such L/C Participant shall return to such the Issuing Lender the portion thereof previously distributed by such the Issuing Lender to it.

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

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Commitment Revolving Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the relevant Borrower in accordance with the terms of this Credit Agreement, such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Commitment 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 an the Issuing Lender pursuant to Section 5.4(a3.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit is paid to such the Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 5.4(a3.4(a) is not made available to an the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the Base Raterate per annum applicable to ABR Loans. A certificate of such 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 any 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 5.4(a3.4(a), such the Issuing 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 such the Issuing Lender), or any payment of interest on account thereof, such the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an the Issuing Lender shall be required to be returned by such the Issuing Lender, such L/C Participant shall return to such the Issuing Lender the portion thereof previously distributed by such the Issuing Lender to it.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Commitment Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the relevant Borrower in accordance with the terms of this Credit Agreement, such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s 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 an the Issuing Lender pursuant to Section 5.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit is paid to such the Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 5.4(a) is not made available to an the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the Base Federal Funds Rate. A certificate of such 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 any 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 5.4(a), such the Issuing 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 such the Issuing Lender), or any payment of interest on account thereof, such the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an the Issuing Lender shall be required to be returned by such the Issuing Lender, such L/C Participant shall return to such the Issuing Lender the portion thereof previously distributed by such the Issuing Lender to it.

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

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

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such 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 Commitment Tranche 1 Revolving Percentage in such each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit for which such the relevant Issuing Lender is not reimbursed in full by the relevant Borrower in accordance with the terms of this Credit Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Commitment Tranche 1 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 an the relevant Issuing Lender pursuant to Section 5.4(a3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) (x) in the case of any such amount in US Dollars, at a rate per annum equal to the greater of (A) the daily average Federal Funds Effective Rate during and (B) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, for the period from until such L/C Participant makes such amount immediately available or (y) in the case of any such amount in Euros or Canadian Dollars, at a rate per annum determined by the Administrative Agent (such determination to be conclusive and including binding on such L/C Participant) in accordance with the date Administrative Agent’s cost of funding the amount of such payment is required to payment, for the date on which period until such payment is L/C Participant makes such amount immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360360 (in the case of Euro-denominated or US Dollar-denominated Letters of Credit) or 365 (in the case of Canadian Dollar-denominated Letters of Credit). If any such amount required to be paid by any L/C Participant pursuant to Section 5.4(a3.4(a) is not made available to an the relevant Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans (in the case of US Dollar-denominated Letters of Credit issued for the account of a Non-Canadian Borrower), US Base RateRate Loans (in the case of US Dollar-denominated Letters of Credit issued for the account of any Canadian Borrower), Canadian Prime Rate Loans (in the case of Canadian Dollar-denominated Letters of Credit) or Foreign Base Rate Loans (in the case of Euro-denominated Letters of Credit). A certificate of such 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 any 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 5.4(a3.4(a), such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the relevant a Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute distribute, through the Administrative Agent to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an such Issuing Lender shall be required to be returned by such Issuing Lender, each such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s Commitment 's Revolving Percentage in such Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the relevant Borrower Borrowers in accordance with the terms of this Credit Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s Commitment '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 an any Issuing Lender pursuant to Section 5.4(a3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 5.4(a3.4(a) is not made available to an the relevant Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the Base Raterate per annum applicable to ABR Loans under the Revolving Facility. A certificate of such any Issuing Lender submitted to any L/C Participant with respect to any amounts owing to it under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after any Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 5.4(a3.4(a), such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the relevant Borrower Borrowers or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Credit Commitment Percentage in such each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the relevant Borrower through a Revolving Credit Loan or otherwise in accordance with the terms of this Credit Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving 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 an Issuing Lender pursuant to Section 5.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 5.4(a) is not made available to an Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the Base Rate. A certificate of such Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after any Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 5.4(a), such Issuing 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 such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.

L/C Participations. (a) Each Issuing Lender Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each 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 such each 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 Commitment 's Revolving Percentage in such 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 such Issuing Lender Bank thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender Bank that, if a draft is paid under any Letter of Credit for which such Issuing Lender Bank is not reimbursed in full by the relevant Borrower in accordance with the terms of this Credit Agreement, such L/C Participant shall pay to such Issuing Lender Bank upon demand at such Issuing Lender’s Bank's address for notices specified herein an amount equal to such L/C Participant’s Commitment '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 an Issuing Lender Bank pursuant to Section 5.4(a4.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender Bank under any Letter of Credit is paid to such Issuing Lender Bank within three Business Banking Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender Bank on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing LenderBank, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 5.4(a4.4(a) is not made available to an the relevant Issuing Lender Bank by such L/C Participant within three Business Banking Days after the date such payment is due, such Issuing Lender Bank shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Base RateRate Loans hereunder. A certificate of such the relevant Issuing Lender Bank submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after any 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 5.4(a4.4(a), such Issuing Lender Bank receives any payment related to such Letter of Credit (whether directly from the relevant Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing LenderBank), or any payment of interest on account thereof, such Issuing Lender Bank will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an such Issuing Lender Bank shall be required to be returned by such Issuing LenderBank, such L/C Participant shall return to such Issuing Lender Bank the portion thereof previously distributed by such Issuing Lender Bank to it.

L/C Participations. (a) a. Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Lender Lenders to issue their respective Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Commitment Percentage in such Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued by it and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit for which such an Issuing Lender is not indefeasibly reimbursed in cash in full by the relevant Borrower in accordance with the terms of this Credit AgreementAgreement (notwithstanding delivery of cash collateral pursuant to Sections 5.1(a) and 10.2(c)), such L/C Participant shall pay to such Issuing Lender upon demand at such the Administrative Agent for the account of the applicable Issuing Lender’s address for notices specified herein , upon demand, an amount equal to such L/C Participant’s 's Commitment Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. (b) b. If any amount required to be paid by any L/C Participant to or for the account of an Issuing Lender pursuant to Section 5.4(a) in respect of any unreimbursed portion of any payment made by such an Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the applicable Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 5.4(a) is not made available to an Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such the applicable 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 Adjusted Base Rate. A certificate of such an Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) c. Whenever, at any time after any 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 5.4(a), such Issuing 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 such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will cause the Administrative Agent to distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.

L/C Participations. (a) Each The Issuing Lender Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each 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 such 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 's Revolving Credit Commitment Percentage in such 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 such the Issuing Lender Bank thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender Bank that, if a draft is paid under any Letter of Credit for which such the Issuing Lender Bank is not reimbursed in full by the relevant Borrower in accordance with the terms of this Credit Agreement, such L/C Participant shall pay to such the Issuing Lender Bank upon demand at such the Issuing Lender’s Bank'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 an the Issuing Lender Bank pursuant to Section 5.4(asubsection 3.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender Bank under any Letter of Credit is paid to such the Issuing Lender Bank within three Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender Bank on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Rate funds 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 such 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. If any such amount required to be paid by any L/C Participant pursuant to Section 5.4(asubsection 3.4(a) is not in fact made available to an the Issuing Lender Bank by such L/C Participant within three Business Days after the date such payment is due, such the Issuing Lender Bank shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the Base Raterate per annum applicable to ABR Loans hereunder. A certificate of such 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 any 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 5.4(asubsection 3.4(a), such the Issuing Lender Bank receives any payment related to such Letter of Credit (whether directly from the relevant Borrower or otherwise, including proceeds of collateral applied thereto by such the Issuing LenderBank), or any payment of interest on account thereof, such the Issuing Lender Bank will distribute to such L/C Participant its pro rata share thereof; providedPROVIDED, howeverHOWEVER, that in the event that any such payment received by an the Issuing Lender Bank pursuant to subsection 3.5 shall be required to be returned by such the Issuing LenderBank, such L/C Participant shall return to such the Issuing Lender Bank the portion thereof previously distributed by such the Issuing Lender Bank to it.

L/C Participations. (a) Each The Issuing Lender Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each 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 such 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 's Commitment Percentage in such 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 such the Issuing Lender Bank thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender Bank that, if a draft is paid under any Letter of Credit for which such the Issuing Lender Bank is not reimbursed in full by the relevant Borrower in accordance with the terms of this Credit Agreement, such L/C Participant shall pay to such the Issuing Lender Bank upon first demand at such the Issuing Lender’s Bank's address for notices specified herein an amount equal to such L/C Participant’s '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 an the Issuing Lender Bank pursuant to Section 5.4(asubsection 3.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender Bank under any Letter of Credit is paid to such the Issuing Lender Bank within three Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender Bank on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Rate funds 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 such 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. If any such amount required to be paid by any L/C Participant pursuant to Section 5.4(asubsection 3.4(a) is not in fact made available to an the Issuing Lender Bank by such L/C Participant within three Business Days after the date such payment is due, such the Issuing Lender Bank shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the Base Raterate per annum applicable to ABR Loans hereunder. A certificate of such 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 any 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 5.4(asubsection 3.4(a), such the Issuing Lender Bank receives any payment related to such Letter of Credit (whether directly from the relevant Borrower or otherwise, including proceeds of collateral applied thereto by such the Issuing LenderBank), or any payment of interest on account thereof, such the Issuing Lender Bank will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an the Issuing Lender Bank shall be required to be returned by such the Issuing LenderBank, such L/C Participant shall return to such the Issuing Lender Bank the portion thereof previously distributed by such the Issuing Lender Bank to it.

L/C Participations. (a) Each The Issuing Lender Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each 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 such 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 's Commitment Percentage in such 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 such the Issuing Lender Bank thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender Bank that, if a draft is paid under any Letter of Credit for which such the Issuing Lender Bank is not reimbursed in full by the relevant Borrower in accordance with the terms of this Credit Agreement, such L/C Participant shall pay to such the Issuing Lender Bank upon demand at such the Issuing Lender’s Bank's address for notices specified herein an amount equal to such L/C Participant’s '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 an the Issuing Lender Bank pursuant to Section 5.4(a3.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender Bank under any Letter of Credit is paid to such the Issuing Lender Bank within three Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender Bank on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such 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. If any such amount required to be paid by any L/C Participant pursuant to Section 5.4(a3.4(a) is not made available to an the Issuing Lender Bank by such L/C Participant within three Business Days after the date such payment is due, such the Issuing Lender Bank shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Base RateRate Advances hereunder. A certificate of such the Issuing Lender Bank submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after any 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 5.4(a3.4(a), such the Issuing Lender Bank receives any payment related to such Letter of Credit (whether directly from the relevant Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such the Issuing Lender Bank will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an the Issuing Lender Bank shall be required to be returned by such the Issuing LenderBank, such L/C Participant shall return to such the Issuing Lender Bank the portion thereof previously distributed by such the Issuing Lender Bank to it.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such 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 Commitment Revolving Percentage in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the relevant Borrower in accordance with the terms of this Credit Agreement, such L/C Participant shall pay to such Issuing Lender upon demand made through Administrative Agent at such the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Commitment 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 an Issuing Lender pursuant to Section 5.4(a3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three (3) Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 5.4(a3.4(a) is not made available to an Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the Base Raterate per annum applicable to ABR Loans. A certificate of such an Issuing Lender submitted to any L/C Participant with a copy to the Administrative Agent 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 any Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 5.4(a3.4(a), such Issuing 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 such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute through Administrative Agent to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an any Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.

L/C Participations. (a) Each The Issuing Lender Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each 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 such 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 Revolver Commitment Percentage in such 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 such the Issuing Lender Bank thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender Bank that, if a draft is paid under any Letter of Credit for which such the Issuing Lender Bank is not reimbursed in full by the relevant Borrower through a Revolver Loan or otherwise in accordance with the terms of this Credit Agreement, such L/C Participant shall pay to such the Issuing Lender Bank upon demand at such the Issuing LenderBank’s address for notices specified herein an amount equal to such L/C Participant’s Revolver 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 an the Issuing Lender Bank pursuant to Section 5.4(a2.11(a) in respect of any unreimbursed portion of any payment made by such 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 paid to such the Issuing Lender within three Business Days Bank after the date such payment is due, such L/C Participant shall pay to the Issuing Bank on demand, in addition to such Issuing Lender on demand an amount equal to amount, the product of (i) such amount, times (ii) the daily average Federal Funds Rate as determined by the Administrative Agent during the period from and including the date such payment is required due to the date on which such payment is immediately available to such 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. If any such amount required to be paid by any L/C Participant pursuant to Section 5.4(a) is not made available to an Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the Base Rate. A certificate of such the Issuing Lender submitted to any L/C Participant Bank 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 Bank of the unreimbursed amounts described in this Section, 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 any the Issuing Lender Bank has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share Revolver Commitment of such payment in accordance with Section 5.4(a)this Section, such the Issuing Lender Bank receives any payment related to such Letter of Credit (whether directly from the relevant Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such the Issuing Lender Bank will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an the Issuing Lender Bank shall be required to be returned by such the Issuing LenderBank, such L/C Participant shall return to such the Issuing Lender Bank the portion thereof previously distributed by such the Issuing Lender Bank to it.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such 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 Commitment Tranche 1 Revolving Percentage in such each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit for which such the relevant Issuing Lender is not reimbursed in full by the relevant Borrower in accordance with the terms of this Credit Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Commitment Tranche 1 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 an the relevant Issuing Lender pursuant to Section 5.4(a3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) (x) in the case of any such amount in US Dollars, at a rate per annum equal to the greater of (A) the daily average Federal Funds Effective Rate during and (B) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, for the period from until such L/C Participant makes such amount immediately available or (y) in the case of any such amount in Euros or Canadian Dollars, at a rate per annum determined by the Administrative Agent (such determination to be conclusive and including binding on such L/C Participant) in accordance with the date Administrative Agent’s cost of funding the amount of such payment is required to payment, for the date on which period until such payment is L/C Participant makes such amount immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360360 (in the case of Euro-denominated or US Dollar-denominated Letters of Credit) or 365 (in the case of Canadian Dollar-denominated Letters of Credit). If any such amount required to be paid by any L/C Participant pursuant to Section 5.4(a3.4(a) is not made available to an the relevant Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans (in the case of US Dollar-denominated Letters of Credit issued for the account of a Non-Canadian Borrower), US Base RateRate Loans (in the case of US Dollar-denominated Letters of Credit issued for the account of the Canadian Borrower or any Canadian Additional Borrower), Canadian Prime Rate Loans (in the case of Canadian Dollar-denominated Letters of Credit) or Foreign Base Rate Loans (in the case of Euro-denominated Letters of Credit). A certificate of such 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 any 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 5.4(a3.4(a), such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the relevant a Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute distribute, through the Administrative Agent to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an such Issuing Lender shall be required to be returned by such Issuing Lender, each such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.

L/C Participations. (a) Each Issuing Lender Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Lender Banks to continue to hold outstanding Existing Letters of Credit and to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing 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 Commitment Percentage in such Issuing LenderBank’s obligations and rights under and in respect of each Letter of Credit issued hereunder (including, without limitation, each Existing Letter of Credit) and the amount of each draft paid by such Issuing Lender Bank thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender Bank that, if a draft is paid under any Letter of Credit for which such Issuing Lender Bank is not reimbursed in full by the relevant applicable Borrower in accordance with the terms of this Credit AgreementAgreement other than as a result of the gross negligence or willful misconduct of such Issuing Bank, such L/C Participant shall pay to such Issuing Lender Bank upon demand at such Issuing LenderBank’s address for notices specified herein an amount equal to such L/C Participant’s 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 an Issuing Lender Bank pursuant to Section 5.4(athis subsection 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender Bank under any Letter of Credit is paid to such Issuing Lender Bank within three Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender Bank on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds 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 such Issuing LenderBank, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 5.4(athis subsection 3.4(a) is not in fact made available to an such Issuing Lender Bank by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender Bank shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the Base Raterate per annum applicable to ABR Loans hereunder. A certificate of 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 any 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 5.4(athis subsection 3.4(a), such Issuing Lender Bank receives any payment related to such Letter of Credit (whether directly from the relevant applicable Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing LenderBank), or any payment of interest on account thereof, such Issuing Lender Bank will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an such Issuing Lender Bank shall be required to be returned by such Issuing LenderBank, such L/C Participant shall return to such Issuing Lender Bank the portion thereof previously distributed by such Issuing Lender Bank to it.

L/C Participations. (a) Each The Issuing Lender Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Lender Bank to issue Letters of Creditto Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing LenderBank, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Revolving Credit Commitment Percentage in such the Issuing Lender’s Bank's obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by such the Issuing Lender Bank thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender Bank that, if a draft is paid under any Letter of Credit for which such the Issuing Lender Bank is not reimbursed in full by the relevant Borrower in accordance with the terms of this Credit Agreement, such L/C Participant shall pay to such the Issuing Lender Bank upon demand at such the Issuing Lender’s Bank'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 an the Issuing Lender Bank pursuant to Section 5.4(asubsection 3.3(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender Bank under any Letter of Credit is paid to such the Issuing Lender Bank within three Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender Bank on demand an amount equal to the product of (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 the date on which such payment is immediately available to such 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. If any such amount required to be paid by any L/C Participant pursuant to Section 5.4(asubsection 3.3(a) is not in fact made available to an the Issuing Lender Bank by such L/C Participant within three Business Days after the date such payment is due, such the Issuing Lender Bank shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the Base Raterate per annum applicable to ABR Loans hereunder. A certificate of such 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 any 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 5.4(asubsection 3.3(a), such the Issuing Lender Bank receives any payment related to such Letter of Credit (whether directly from the relevant Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such the Issuing Lender Bank will distribute to such L/C Participant its pro rata share thereof; providedPROVIDED, howeverHOWEVER, that in the event that any such payment received by an the Issuing Lender Bank shall be required to be returned by such the Issuing LenderBank, such L/C Participant shall return to such the Issuing Lender Bank the portion thereof previously distributed by such the Issuing Lender Bank to it.

L/C Participations. (a) Each The Issuing Lender Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Lender Bank to issue Letters of Credit (including Existing Letters of Credit) hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing LenderBank, on the terms and conditions set forth 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 in such 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 or other payment made by such the Issuing Lender Bank thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender Bank that, if a draft is paid or any payment is otherwise made under any Letter of Credit (including any Existing Letter of Credit) for which such the Issuing Lender Bank is not reimbursed in full by the relevant Borrower in accordance with the terms of this Credit AgreementAgreement or the Application, as the case may be, such L/C Participant shall pay to such the Issuing Lender Bank upon demand at such Issuing Lender’s address for notices specified herein the Payment Office an amount equal to such L/C Participant’s 's Commitment Percentage of the amount of such draftdraft or 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 an the Issuing Lender Bank pursuant to Section 5.4(asubsection 4.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender Bank under any Letter of Credit (including any Existing Letter of Credit) is paid to such the Issuing Lender Bank within three Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender Bank on demand an amount equal to the greater of (i) the product of (i1) such amount, times (ii2) the daily average Federal Funds Rate funds 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 made available to such the Issuing LenderBank, times (iii3) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360360 and (ii) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, for the period until such L/C Participant makes such amount immediately available to the Issuing Bank. If any such amount required to be paid by any L/C Participant pursuant to Section 5.4(asubsection 4.4(a) is not in fact made available to an the Issuing Lender Bank by such L/C Participant within three Business Days after the date such payment is due, such the Issuing Lender Bank shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Base RateRate Loans which are not overdue hereunder. A certificate of such 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 any the Issuing Lender Bank has made payment under any Letter of Credit (including any Existing Letter of Credit) and has received from any L/C Participant its pro rata share of such payment in accordance with Section 5.4(asubsection 4.4(a), such the Issuing Lender Bank receives any payment related to such Letter of Credit (whether directly from the relevant Borrower or otherwise, including proceeds of collateral applied thereto by such the Issuing LenderBank), or any payment of interest on account thereof, such the Issuing Lender will Bank will, within three Business Days after receipt thereof, distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an the Issuing Lender Bank shall be required to be returned by such the Issuing LenderBank, such L/C Participant shall shall, within three Business Days, return to such the Issuing Lender Bank the portion thereof previously distributed by the Issuing Bank to it. If any amount payable under this paragraph is paid within three Business Days after such Issuing payment is due, the Lender which owes such amount shall pay to the Lender to itwhich such amount is owed on demand an amount equal to the greater of (i) the product of (1) such amount, times (2) the daily average Federal funds rate, as quoted by such Lender, during the period from and including the date such payment is required to the date on which such payment is made available to such Lender, times (3) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360 and (ii) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, for the period until such Lender makes such amount immediately available to the other Lender. If any amount required to be paid under this paragraph is not in fact made available to the Lender to which such amount is owed within three Business Days after the date such payment is due, such Lender shall be entitled to recover from the Lender which owes such amount, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Base Rate Loans which are not overdue hereunder.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, 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 Commitment 's Revolving Credit Percentage in such Issuing Lender’s the obligations and rights of the Issuing Lender under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the relevant Borrower in accordance with the terms of this Credit Agreement, such L/C Participant shall pay to such the Issuing Lender upon demand at such Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s Commitment '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 an the Issuing Lender as applicable, pursuant to Section 5.4(a3.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit is paid to such the Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the Issuing Lender, Lender times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 5.4(a3.4(a) is not made available to an the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Base RateRate Loans under the Revolving Credit Facility. A certificate of such 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 any 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 5.4(a3.4(a), such the Issuing 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 such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.of

L/C Participations. (a) Each Issuing Lender irrevocably agrees ------------------ to grant and hereby grants to each L/C Participant, and, to induce each Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s Commitment 's Revolving Percentage in such Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the relevant Borrower in accordance with the terms of this Credit Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s Commitment '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 an Issuing Lender pursuant to Section 5.4(a3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is not paid to such Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand (A) costs of the Administrative Agent in connection therewith and (B) an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 5.4(a3.4(a) is not made available to an the relevant Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the Base Raterate per annum applicable to ABR Loans under the Revolving Facility. A certificate of such an Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after any 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 5.4(a3.4(a), such Issuing ---- Lender receives any payment related to such Letter of Credit (whether directly from the relevant Borrower or otherwise, including proceeds of collateral Collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share -------- thereof; provided, however, that in the event that any such payment received by an -------- ------- such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such 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 Commitment Revolving Percentage in such each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit for which such the relevant Issuing Lender is not reimbursed in full by the relevant Borrower in accordance with the terms of this Credit Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Commitment 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 an the relevant Issuing Lender pursuant to Section 5.4(a3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) (x) in the case of any such amount in US Dollars, at a rate per annum equal to the greater of (A) the daily average Federal Funds Effective Rate during and (B) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, for the period from until such L/C Participant makes such amount immediately available or (y) in the case of any such amount in Canadian Dollars, at a rate per annum determined by the Administrative Agent (such determination to be conclusive and including binding on such L/C Participant) in accordance with the date Administrative Agent’s cost of funding the amount of such payment is required to payment, for the date on which period until such payment is L/C Participant makes such amount immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360360 (in the case of US Dollar-denominated Letters of Credit) or 365 (in the case of Canadian Dollar-denominated Letters of Credit). If any such amount required to be paid by any L/C Participant pursuant to Section 5.4(a3.4(a) is not made available to an the relevant Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans (in the case of US Dollar-denominated Letters of Credit issued for the account of a US Borrower), US Base RateRate Loans (in the case of US Dollar-denominated Letters of Credit issued for the account of the Canadian Borrower), Canadian Prime Rate Loans (in the case of Canadian Dollar-denominated Letters of Credit issued for the account of a US Borrower and Canadian Dollar-denominated Letters of Credit issued for the account of the Canadian Borrower). A certificate of such 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 any 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 5.4(a3.4(a), such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the relevant a Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute distribute, through the Administrative Agent to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an such Issuing Lender shall be required to be returned by such Issuing Lender, each such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each 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 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 Commitment 's Revolving Percentage in such the Issuing Lender’s Lender obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by such the applicable Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the relevant Borrower in accordance with the terms of this Credit Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Commitment Percentage of the amount of such draft, or any part thereof, that is not so reimbursed.applicable (b) If any amount required to be paid by any L/C Participant to an the such Issuing Lender pursuant to Section 5.4(a3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is not paid to such Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 5.4(a3.4(a) is not made available to an such Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Base RateRate Loans. A certificate of such the applicable Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after any the applicable 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 5.4(a3.4(a), such Issuing 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 such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, however that in the event that any such payment received by an such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.

L/C Participations. (a) Each Issuing Lender Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each 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 such 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 's Revolving Credit Commitment Percentage in such the Issuing Lender’s Bank's obligations and rights under and in respect of each Letter of Credit issued by it hereunder and the amount of each draft paid by such the Issuing Lender Bank thereunder. Each L/C Participant unconditionally and irrevocably agrees with each such Issuing Lender Bank that, if a draft is paid under any Letter of Credit for which such Issuing Lender Bank is not reimbursed in full by the relevant Borrower in accordance with the terms of this Credit Agreement, such L/C Participant shall pay to such Issuing Lender Bank (through the Administrative Agent) upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s 's Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursedreimbursed (or, in the case of any Special Letter of Credit which is not denominated in Dollars, the amount of Dollars necessary so that, following conversion by the Issuing Bank into the relevant denomination currency at the spot rate of exchange available to the Issuing Bank on the date of payment, such L/C Participant shall have purchased its ratable share of such draft). (b) If any amount required to be paid by any L/C Participant to an Issuing Lender Bank pursuant to Section 5.4(aparagraph 4.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender Bank under any Letter of Credit issued by it is paid to such Issuing Lender Bank within three Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender Bank (through the Administrative Agent) on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate (or, with respect to Special Letters of Credit which are not denominated in Dollars, the rate which reasonably represents such Issuing Bank's cost of funds), 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 such Issuing LenderBank, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 5.4(aparagraph 4.4(a) is not in fact made available to an such Issuing Lender Bank by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender Bank shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the Base Raterate per annum applicable to ABR Loans hereunder (or, in the case of Special Letters of Credit which are not denominated in Dollars, at a rate equal to the rate which is reasonably determined by such Issuing Bank to reflect its cost of funding in the relevant currency plus the Applicable Margin then in effect with respect to ABR Loans). A certificate of such Issuing Lender Bank submitted to any L/C Participant (through the Administrative Agent) with respect to any amounts owing under this Section subsection 4.4 shall be conclusive in the absence of manifest error. (c) Whenever, at any time after any 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 5.4(asubsection 4.4(a), such Issuing Lender Bank receives any payment related to such Letter of Credit (whether directly from the relevant Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing LenderBank), or any payment of interest on account thereof, such Issuing Lender Bank will distribute to the Administrative Agent (for the account of such L/C Participant its Participant) such L/C Participant's pro rata share thereof; provided, however, that in the event that any such payment received by an such Issuing Lender Bank shall be required to be returned by such Issuing LenderBank, such L/C Participant shall return to such Issuing Lender Bank (through the Administrative Agent) the portion thereof previously distributed by such Issuing Lender Bank to it.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Commitment Revolving Credit Percentage in such 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 such the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the relevant Borrower in accordance with the terms of this Credit Agreement, such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Commitment 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 an the Issuing Lender pursuant to Section 5.4(a3.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit is paid to such the Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 5.4(a3.4(a) is not made available to an the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the Base Raterate per annum applicable to ABR Loans under the Revolving Credit Facility. A certificate of such 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 any Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 5.4(a), such Issuing 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 such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.

L/C Participations. (a) Each The Issuing Lender Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each 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 such the 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 Revolving Credit Commitment Percentage in such 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 such the Issuing Lender Bank thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender Bank that, if a draft is paid under any Letter of Credit for which such the Issuing Lender Bank is not reimbursed in full by the relevant Borrower in accordance with the terms teens of this Credit Agreement, such L/C Participant shall pay to such the Issuing Lender Bank upon demand at such the Issuing Lender’s Bank'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 an the Issuing Lender Bank pursuant to Section 5.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender Bank under any Letter of Credit is paid to such the Issuing Lender Bank within three Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender Bank on demand an amount equal to the product of (i1) such amount, times (ii2) the daily average Federal Funds Rate funds 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 such the Issuing LenderBank, 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. If any such amount required to be paid by any L/C Participant pursuant to Section 5.4(a) is not in fact made available to an the Issuing Lender Bank by such L/C Participant within three Business Days after the date such payment is due, such the Issuing Lender Bank shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from form such due date at the rate per annum applicable to Base RateRate Loans hereunder. A certificate of such the Issuing Lender Bank submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after any 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 5.4(a), such the Issuing Lender Bank receives any payment related to such Letter of Credit (whether directly from the relevant Borrower or otherwise, including proceeds of collateral applied thereto by such the Issuing LenderBank), or any payment of interest on account thereof, such the Issuing Lender Bank will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an the Issuing Lender Bank shall be required to be returned by such the Issuing LenderBank, such L/C Participant shall return to such the Issuing Lender Bank the portion thereof previously distributed by such the Issuing Lender Bank to it.

L/C Participations. (a) Each reimbursed; provided that nothing in this paragraph shall relieve the Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participantof any liability resulting from the gross negligence or willful misconduct of the Issuing Lender, and, to induce each Issuing Lender to issue Letters of Credit, each or otherwise affect any defense or other right that any L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Commitment Percentage in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if may have as a draft is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the relevant Borrower in accordance with the terms of this Credit Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Commitment Percentage of the amount result of such draft, gross negligence or any part thereof, that is not so reimbursedwillful misconduct. (b) If any amount required to be paid by any L/C Participant to an the Issuing Lender on demand by the Issuing Lender pursuant to Section 5.4(asubsection 3.4 (a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit is paid to such the Issuing Lender within three Business Days after the date such payment demand is duemade, such L/C Participant shall pay to such the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 5.4(asubsection 3.4(a) is not in fact made available to an the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the Base Raterate per annum applicable to ABR Loans hereunder. A certificate of such the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section subsection (which shall include calculations of any such amounts in reasonable detail) shall be conclusive in the absence of manifest error. (c) Whenever, at any time after any 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 5.4(asubsection 3.4(a), such the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the relevant Borrower in respect of such Letter of Credit or otherwise, including proceeds of collateral Collateral applied thereto by such the Issuing Lender), or any payment of interest on account thereof, such the Issuing Lender will 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 on the next succeeding Business Day; provided, however, that in the event that any such payment received by an the Issuing Lender shall be required to be returned by such the Issuing Lender, such L/C Participant shall return to such the Issuing Lender the portion thereof previously distributed by such the Issuing Lender to it.

L/C Participations. (a) Each Issuing Lender The L/C Issuer irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each Issuing Lender the L/C Issuer to issue Letters of CreditL/Cs hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lenderthe L/C Issuer, 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 Commitment Percentage in such Issuing Lenderthe L/C Issuer’s obligations and rights under and in respect of each Letter of Credit L/C and the amount of each draft paid by such Issuing Lender the L/C Issuer thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender the L/C Issuer that, if a draft is paid under any Letter of Credit L/C for which such Issuing Lender the L/C Issuer is not reimbursed in full by the relevant Borrower DW Animation in accordance with the terms of this Credit Agreement, such L/C Participant shall pay to such Issuing Lender the L/C Issuer upon demand at such Issuing Lenderthe L/C Issuer’s address for notices specified herein an amount equal to such L/C Participant’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 an Issuing Lender the L/C Issuer pursuant to Section 5.4(a3.3(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender the L/C Issuer under any Letter of Credit L/C is paid to such Issuing Lender the L/C Issuer within three Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender the L/C Issuer on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Rate funds rate, as quoted by the L/C Issuer, during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lenderthe L/C Issuer, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 5.4(a3.3(a) is not in fact made available to an Issuing Lender the L/C Issuer by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender the L/C Issuer shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the Base Raterate per annum applicable to ABR Loans. A certificate of such Issuing Lender the L/C Issuer submitted to any L/C Participant with respect to any amounts owing under this Section 3.3 shall be conclusive in the absence of manifest error. (c) Whenever, at any time after any Issuing Lender the L/C Issuer has made payment under any Letter of Credit L/C and has received from any L/C Participant its pro rata share of such payment in accordance with Section 5.4(a3.3(a), such Issuing Lender the L/C Issuer receives any payment related to such Letter of Credit L/C (whether directly from the relevant Borrower DW Animation or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender the L/C Issuer will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an Issuing Lender the L/C Issuer shall be required to be returned by such Issuing Lenderthe L/C Issuer, such L/C Participant shall return to such Issuing Lender the L/C Issuer the portion thereof previously distributed by such Issuing Lender the L/C Issuer to it.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk risk, an undivided interest equal to such L/C Participant’s Commitment Percentage 's Pro Rata Share in such 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 such the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the relevant Borrower in accordance with the terms of this Credit Agreement, such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s Commitment Percentage 's Pro Rata Share 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 an the Issuing Lender pursuant to Section 5.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit is paid to such the Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand an amount equal to the product of (i1) such amount, times (ii2) the daily average Federal Funds Rate Effective 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 such 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. If any such amount required to be paid by any L/C Participant pursuant to Section 5.4(a) is not made available to an the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such overdue amount with interest thereon calculated from such due date at the rate per annum applicable to Revolving Credit Loans which are Base RateRate Loans. A certificate of such 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 any the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share Pro Rata Share of such payment in accordance with Section 5.4(a), such the Issuing 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 such the Issuing Lender), or any payment of interest on account thereof, such the Issuing Lender will distribute to such L/C Participant its pro rata share Pro Rata Share thereof; provided, however, that in the event that any such payment received by an the Issuing Lender shall be required to be returned by such the Issuing Lender, such L/C Participant shall return to such the Issuing Lender the portion thereof previously distributed by such the Issuing Lender to it.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s Commitment Percentage 's Pro Rata Share in such 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 such the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the relevant Borrower in accordance with the terms of this Credit Agreement, such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s Commitment Percentage 's Pro Rata Share 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 an the Issuing Lender pursuant to Section 5.4(a3.4(a) in respect of any unreimbursed portion of any payment made by such 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 paid to such the Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand an amount equal demand, in addition to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Rate as determined by the Administrative Agent during the period from and including the date such payment is required due to the date on which such payment is immediately available to such the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 5.4(a) is not made available to an Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the Base Rate. A certificate of such 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 any the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share L/C Pro Rata Share of such payment in accordance with this Section 5.4(a)3.4, such the Issuing 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 such Issuing Lender), or any payment of interest on account thereof, such the Issuing Lender will distribute to such L/C Participant its pro rata share Pro Rata Share thereof; provided, however, that in the event that any such payment received by an the Issuing Lender shall be required to be returned by such the Issuing Lender, such L/C Participant shall return to such the Issuing Lender the portion thereof previously distributed by such the Issuing Lender to it.

L/C Participations. (a) Each Issuing Lender Issuer irrevocably agrees to grant and hereby grants to each L/C Participant, Participant and, to induce each Issuing Lender such Issuer to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing LenderIssuer, 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 from time to time in effect in such Issuing Lender’s Issuer's obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by such Issuing Lender Issuer thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender Issuer that, if a draft is paid under any Letter of Credit for which such Issuing Lender Issuer is not reimbursed in full by the relevant Borrower Borrowers in accordance with the terms of this Credit Agreement, such L/C Participant shall pay to such Issuing Lender Issuer upon demand at such Issuing Lender’s Issuer'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; provided that, if such demand is made prior to 10:00 a.m. on a Business Day, such L/C Participant shall make such payment to such Issuer 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 an Issuing Lender any Issuer pursuant to Section 5.4(a2.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender Issuer under any Letter of Credit is paid to such Issuing Lender Issuer within three (3) Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender Issuer on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Prime Lending Rate for Revolving Loans, during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing LenderIssuer, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 5.4(a2.4(a) is not made available to an Issuing Lender such Issuer by such L/C Participant within three (3) Business Days after the date such payment is due, such Issuing Lender Issuer shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the Base Raterate per annum applicable to Prime Lending Rate for Revolving Loans hereunder. A certificate of such Issuing Lender any Issuer 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 any Issuing Lender the applicable Issuer has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share Pro Rata Share of such payment in accordance with Section 5.4(a2.4(a), such Issuing Lender Issuer receives any payment related to such Letter of Credit (whether directly from the relevant Borrower Borrowers or otherwise, including proceeds of collateral applied thereto by such Issuing LenderIssuer), or any payment of interest on account thereof, such Issuing Lender will Issuer will, if such payment is received prior to 10:00 a.m. on a Business Day, distribute to such L/C Participant its pro rata share thereofPro Rata Share thereof prior to the end of such Business Day and otherwise such Issuer will distribute such payment on the next succeeding Business Day; provided, however, that in the event that any such payment received by an Issuing Lender any Issuer shall be required to be returned by such Issuing LenderIssuer, such L/C Participant shall return to such Issuing Lender Issuer the portion thereof previously distributed by such Issuing Lender Issuer to it.

L/C Participations. (a) Each Issuing Lender Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each 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 such 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 's Commitment Percentage in such the Issuing Lender’s Bank's obligations and rights under and in respect of each Letter of Credit issued by it hereunder and the amount of each draft paid by such the Issuing Lender Bank thereunder. Each L/C Participant unconditionally and irrevocably agrees with each such Issuing Lender Bank that, if a draft is paid under any Letter of Credit for which such Issuing Lender Bank is not reimbursed in full by the relevant Borrower applicable Account Party in accordance with the terms of this Credit Agreement, such L/C Participant shall pay to such Issuing Lender Bank (through the Administrative Agent) upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s 's Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed, in the Committed Currency of such draft. (b) If any amount required to be paid by any L/C Participant to an Issuing Lender Bank pursuant to Section 5.4(asubsection 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender Bank under any Letter of Credit issued by it is paid to such Issuing Lender Bank within three Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender Bank (through the Administrative Agent) on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate (or, with respect to Letters of Credit which are not denominated in Dollars, the rate which reasonably represents such Issuing Bank's cost of funds), 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 such Issuing LenderBank, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 5.4(asubsection 3.4(a) is not in fact made available to an such Issuing Lender Bank by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender Bank shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the Base Raterate per annum applicable to ABR Loans hereunder (or, in the case of Letters of Credit which are not denominated in Dollars, at a rate equal to the rate which is reasonably determined by such Issuing Bank to reflect its cost of funding in the relevant currency plus the Applicable Margin then in effect with respect to ABR Loans). A certificate of such Issuing Lender Bank submitted to any L/C Participant (through the Administrative Agent) with respect to any amounts owing under this Section subsection 3.4 shall be conclusive in the absence of manifest error. (c) Whenever, at any time after any (i) an Issuing Lender Bank has made payment under any Letter of Credit and Credit, (ii) such Issuing Bank has received from any L/C Participant its pro rata share of such payment in accordance with Section 5.4(a), subsection 3.4(a) and (iii) such Issuing Lender Bank receives any payment related to such Letter of Credit (whether directly from the relevant Borrower applicable Account Party or otherwise, including proceeds of collateral applied thereto by such Issuing LenderBank), or any payment of interest on account thereof, such Issuing Lender Bank will distribute to the Administrative Agent (for the account of such L/C Participant its Participant) such L/C Participant's pro rata share thereof; provided, however, that in the event that any such payment received by an such Issuing Lender Bank shall be required to be returned by such Issuing LenderBank, such L/C Participant shall return to such Issuing Lender Bank (through the Administrative Agent) the portion thereof previously distributed by such Issuing Lender Bank to it.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s Commitment 's Revolving Percentage in such 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 such the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the relevant Borrower in accordance with the terms of this Credit Agreement, such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s Commitment '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 an the Issuing Lender pursuant to Section 5.4(a3.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit is paid to such the Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 5.4(a3.4(a) is not made available to an the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the Base Raterate per annum applicable to ABR Loans. A certificate of such 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 any 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 5.4(a3.4(a), such the Issuing 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 such the Issuing Lender), or any payment of interest on account thereof, such the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an the Issuing Lender shall be required to be returned by such the Issuing Lender, such L/C Participant shall return to such the Issuing Lender the portion thereof previously distributed by such the Issuing Lender to it.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s Commitment 's Revolving Credit Percentage in such 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 such the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit issued by the Issuing Lender for which such the Issuing Lender is not reimbursed in full by the relevant Borrower in accordance with the terms of this Credit Agreement, such L/C Participant shall pay to such the Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Commitment 's Revolving Credit Percentage of the amount of such draft, 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 an the Issuing Lender pursuant to Section 5.4(asubsection 3.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit is paid to such the Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the greater of the 67 62 daily average Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation during the period from and including the date such payment is required to the date on which such payment is immediately available to such the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 5.4(asubsection 3.4(a) is not made available to an the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the Base Raterate per annum applicable to ABR Loans under the Revolving Credit Facility. A certificate of such 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 any 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 5.4(asubsection 3.4(a), such the Issuing 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 such the Issuing Lender), or any payment of interest on account thereof, such the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an the Issuing Lender shall be required to be returned by such the Issuing Lender, such L/C Participant shall return to such the Issuing Lender the portion thereof previously distributed by such the Issuing Lender to it.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s Commitment 's Revolving Percentage in such each Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such each Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit for which such any Issuing Lender is not reimbursed in full by the relevant Borrower in accordance with the terms of this Credit Agreement, the related Reimbursement Obligation shall be converted to Dollars in accordance with Section 2.9 and such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s Commitment 's Revolving Percentage of the amount of such draftReimbursement Obligation, or any part thereof, that is not so reimbursed. (b) If any amount required to be paid by any L/C Participant to an any Issuing Lender pursuant to Section 5.4(a2.8(a) in respect of any unreimbursed portion of any payment made by such any Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the greater of (A) the daily average Federal Funds Effective Rate and (B) a rate determined by the Issuing Lender in accordance with banking industry rules on interbank compensation, 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 such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 5.4(a2.8(a) is not made available to an such Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the Base Raterate per annum applicable to ABR Loans. A certificate of such Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section 2.8 shall be conclusive in the absence of manifest error. (c) Whenever, at any time after any 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 5.4(a2.8(a), such Issuing 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 such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s Commitment 's Revolving Percentage in such 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 such the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the relevant Borrower in accordance with the terms of this Credit Agreement, such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s Commitment '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 an the Issuing Lender pursuant to Section 5.4(a3.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit is paid to such the Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 5.4(a3.4(a) is not made available to an the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the Base Raterate per annum applicable to ABR Loans under the Revolving Facility. A certificate of such 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 any 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 5.4(a3.4(a), such the Issuing 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 such the Issuing Lender), or any payment of interest on account thereof, such the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an the Issuing Lender shall be required to be returned by such the Issuing Lender, such L/C Participant shall return to such the Issuing Lender the portion thereof previously distributed by such the Issuing Lender to it.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Lender Lenders to issue their respective Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Commitment Percentage in such Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued by it and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the relevant Borrower in accordance with the terms of this Credit Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such the Administrative Agent for the account of the Issuing Lender’s address for notices specified herein , upon demand, an amount equal to such L/C Participant’s '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 or for the account of an Issuing Lender pursuant to Section 5.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such the Administrative Agent for the account of the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 5.4(a) is not made available to an Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such 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 Adjusted Base Rate. A certificate of such an Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after any 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 5.4(a), such the Issuing 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 such the Issuing Lender), or any payment of interest on account thereof, such the Issuing Lender will cause the Administrative Agent to distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an the Issuing Lender shall be required to be returned by such the Issuing Lender, such L/C Participant shall return to such the Issuing Lender the portion thereof previously distributed by such the Issuing Lender to it.

L/C Participations. (a) Each The Issuing Lender Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each 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 such 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 's Commitment Percentage in such 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 such the Issuing Lender Bank thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender Bank that, if a draft is paid under any Letter of Credit for which such the Issuing Lender Bank is not reimbursed in full by the relevant Borrower in accordance with the terms of this Credit Agreement, such L/C Participant shall pay to such the Issuing Lender Bank upon first demand at such the Issuing Lender’s Bank's address for notices specified herein an amount equal to such L/C Participant’s 's Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed.. 42 (b) If any amount required to be paid by any L/C Participant to an the Issuing Lender Bank pursuant to Section 5.4(a) subsection 0 in respect of any unreimbursed portion of any payment made by such the Issuing Lender Bank under any Letter of Credit is paid to such the Issuing Lender Bank within three Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender Bank on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Rate funds 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 such 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. If any such amount required to be paid by any L/C Participant pursuant to Section 5.4(asubsection 3.4(a) is not in fact made available to an the Issuing Lender Bank by such L/C Participant within three Business Days after the date such payment is due, such the Issuing Lender Bank shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the Base Raterate per annum applicable to ABR Loans hereunder. A certificate of such 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 any 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 5.4(a)subsection 0, such the Issuing Lender Bank receives any payment related to such Letter of Credit (whether directly from the relevant Borrower or otherwise, including proceeds of collateral applied thereto by such the Issuing LenderBank), or any payment of interest on account thereof, such the Issuing Lender Bank will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an the Issuing Lender Bank shall be required to be returned by such the Issuing LenderBank, such L/C Participant shall return to such the Issuing Lender Bank the portion thereof previously distributed by such the Issuing Lender Bank to it.

L/C Participations. (a) Each Issuing Lender Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each 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 such 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 's Revolving Credit Commitment Percentage in such the Issuing Lender’s Bank's obligations and rights under and in respect of each Letter of Credit issued by it hereunder and the amount of each draft paid by such the Issuing Lender Bank thereunder. Each L/C Participant unconditionally and irrevocably agrees with each such Issuing Lender Bank that, if a draft is paid under any Letter of Credit for which such Issuing Lender Bank is not reimbursed in full by the relevant Borrower in accordance with the terms of this Credit Agreement, such L/C Participant shall pay to such Issuing Lender Bank (through the Administrative Agent) upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s 's Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursedreimbursed (or, in the case of any Special Letter of Credit which is not denominated in Dollars, the amount of Dollars necessary so that, following conversion by the Issuing Bank into the relevant denomination currency at the spot rate of exchange available to the Issuing Bank on the date of payment, such L/C Participant shall have purchased its ratable share of such draft). (b) If any amount required to be paid by any L/C Participant to an Issuing Lender Bank pursuant to Section paragraph 5.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender Bank under any Letter of Credit issued by it is paid to such Issuing Lender Bank within three Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender Bank (through the Administrative Agent) on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate (or, with respect to Special Letters of Credit which are not denominated in Dollars, the rate which reasonably represents such Issuing Bank's cost of funds), 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 such Issuing LenderBank, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section paragraph 5.4(a) is not in fact made available to an such Issuing Lender Bank by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender Bank shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the Base Raterate per annum applicable to ABR Loans hereunder (or, in the case of Special Letters of Credit which are not denominated in Dollars, at a rate equal to the rate which is reasonably determined by such Issuing Bank to reflect its cost of funding in the relevant currency plus the Applicable Margin then in effect with respect to ABR Loans). A certificate of such Issuing Lender Bank submitted 29 24 to any L/C Participant (through the Administrative Agent) with respect to any amounts owing under this Section subsection 5.4 shall be conclusive in the absence of manifest error. (c) Whenever, at any time after any 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 5.4(a), such Issuing Lender Bank receives any payment related to such Letter of Credit (whether directly from the relevant Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing LenderBank), or any payment of interest on account thereof, such Issuing Lender Bank will distribute to the Administrative Agent (for the account of such L/C Participant its Participant) such L/C Participant's pro rata share thereof; provided, however, that in the event that any such payment received by an such Issuing Lender Bank shall be required to be returned by such Issuing LenderBank, such L/C Participant shall return to such Issuing Lender Bank (through the Administrative Agent) the portion thereof previously distributed by such Issuing Lender Bank to it.

L/C Participations. (a) Each Issuing Lender Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each such Issuing Lender Bank to issue Letters of CreditCredit hereunder, each L/C Participant, (unless the Administrative Agent has received a written Notice of Declining Lender from such L/C Participant prior to 5:00 p.m., New York City time, one (1) Business Day prior to the Administrative Agent’s receipt of any Application in which event the provisions of Section 2.8 of this Agreement shall be applicable), irrevocably agrees to accept and purchase and hereby accepts and purchases from such the 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 equal to such L/C Participant’s Commitment Uncommitted Participation Percentage in such 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 such Issuing Lender Bank thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender Bank that, if a draft is paid under any Letter of Credit for which such an Issuing Lender Bank is not reimbursed in full by the relevant Borrower Borrowers in accordance with the terms of this Credit Agreement, such L/C Participant shall pay to such Issuing Lender Bank upon demand at such the Issuing LenderBank’s address for notices specified herein an amount equal to such L/C Participant’s Commitment Uncommitted Participation Percentage (or such greater amount in accordance with Section 2.8 of this Agreement after the occurrence of a Conversion to Approving Lender Funding Date) 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 an any Issuing Lender Bank pursuant to Section 5.4(a3.4(a) of this Agreement in respect of any unreimbursed portion of any payment made by such Issuing Lender Bank under any Letter of Credit is not paid to such Issuing Lender Bank within three Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender Bank on demand an amount equal to the product of (i1) such amount, times (ii2) the daily average Federal Funds Rate federal funds 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 such the Issuing LenderBank, 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. If any such amount required to be paid by any L/C Participant pursuant to Section 5.4(a3.4(a) of this Agreement is not in fact made available to an such Issuing Lender Bank by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender Bank shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Base RateRate Loans hereunder. A certificate of such any Issuing Lender Bank submitted to any L/C Participant with respect to any amounts owing under this Section 3.4(b) shall be conclusive in the absence of manifest error. (c) Whenever, at any time after any 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 5.4(a)3.4(a) of this Agreement, such Issuing Lender Bank receives any payment related to such Letter of Credit (whether directly from the relevant Borrower Borrowers or otherwise, including proceeds of collateral applied thereto by such the Issuing LenderBank), or any payment of interest on account thereof, such Issuing Lender Bank will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an such Issuing Lender Bank shall be required to be returned by such the Issuing LenderBank, such L/C Participant shall return to such Issuing Lender Bank the portion thereof previously distributed by such Issuing Lender Bank to it. (d) Each L/C Participant’s obligation to make the reimbursement referred to in Section 3.4(a) of this Agreement shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right that such L/C Participant may have against the Issuing Bank, the Administrative Agent, any Borrower, or any other Person for any reason whatsoever, (ii) the occurrence or continuance of an Event of Default, (iii) any failure to satisfy any condition precedent to extensions of credit set forth in Section 6 of this Agreement, (iv) any adverse change in the condition (financial or otherwise) of any Borrower or any Subsidiary of a Borrower, (v) any breach of this Agreement by any Borrower, any Lender, any Issuing Bank, or the Administrative Agent, (vii) the lack of enforceability of this Agreement, any Loan Document, or any other instrument or agreement issued or executed in connection with a Letter of Credit, or (viii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (e) The agreements in this Section 3.4 shall survive termination of the Uncommitted Participation Amounts, this Agreement and the other Loan Documents, the repayment of the Loans and all other amounts payable hereunder and thereunder, and the termination of all Letters of Credit.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s Commitment 's Revolving Percentage in such 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 such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the relevant Borrower in accordance with the terms of this Credit Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s 's address for notices specified herein an amount in the currency of such Letter of Credit equal to such L/C Participant’s Commitment '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 an Issuing Lender pursuant to Section 5.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 5.4(a) is not made available to an Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the Base Rate. A certificate of such Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after any Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 5.4(a), such Issuing 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 such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s Commitment 's Revolving Percentage in such the Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the relevant Borrower in accordance with the terms of this Credit Agreement, such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s Commitment '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 an the Issuing Lender pursuant to Section 5.4(a3.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit is paid to such the Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 5.4(a3.4(a) is not made available to an the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the Base Raterate per annum applicable to COF Loans. A certificate of such 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 any 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 5.4(a3.4(a), such the Issuing 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 such the Issuing Lender), or any payment of interest on account thereof, such the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an the Issuing Lender shall be required to be returned by such the Issuing Lender, such L/C Participant shall return to such the Issuing Lender the portion thereof previously distributed by such the Issuing Lender to it.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Lender to issue Letters the Letter of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s Commitment 's Revolving Credit Percentage in such the Issuing Lender’s 's obligations and rights under and in respect of each the Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each 40 35 L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any the Letter of Credit for which such the Issuing Lender is not reimbursed in full by the relevant Borrower in accordance with the terms of this Credit Agreement, such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s Commitment '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 an the Issuing Lender pursuant to Section 5.4(a3.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any the Letter of Credit is paid to such the Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 5.4(a3.4(a) is not made available to an the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Base RateRate Loans hereunder. A certificate of such 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 any the Issuing Lender has made payment under any the Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 5.4(a3.4(a), such the Issuing 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 such the Issuing Lender), or any payment of interest on account thereof, such the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an the Issuing Lender shall be required to be returned by such the Issuing Lender, such L/C Participant shall return to such the Issuing Lender the portion thereof previously distributed by such the Issuing Lender to it.

L/C Participations. (a) Each The Issuing Lender Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each 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 such 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 's Revolving Credit Commitment Percentage in such 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 such the Issuing Lender Bank thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender Bank that, if a draft is paid under any Letter of Credit for which such the Issuing Lender Bank is not reimbursed in full by the relevant Borrower Company in accordance with the terms of this Credit Agreement, such L/C Participant shall pay to such the Issuing Lender Bank upon demand at such the Issuing Lender’s Bank'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 an the Issuing Lender Bank pursuant to Section 5.4(a3.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender Bank under any Letter of Credit is paid to such the Issuing Lender Bank within three Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender Bank on demand an amount equal to the product of (i1) such amount, times (ii2) the daily average Federal Funds Rate Effective 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 such the Issuing LenderBank, 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. If any such amount required to be paid by any L/C Participant pursuant to Section 5.4(a3.4(a) is not in fact made available to an the Issuing Lender Bank by such L/C Participant within three Business Days after the date such payment is due, such the Issuing Lender Bank shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Base RateRate Loans hereunder. A certificate of such the Issuing Lender Bank submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after any 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 5.4(a3.4(a), such the Issuing Lender Bank receives any payment related to such Letter of Credit (whether directly from the relevant Borrower Company or otherwise, including proceeds of collateral applied thereto by such the Issuing LenderBank), or any payment of interest on account thereof, such the Issuing Lender Bank will distribute to such L/C Participant its pro rata share thereof; providedPROVIDED, howeverHOWEVER, that in the event that any such payment received by an the Issuing Lender Bank shall be required to be returned by such the Issuing LenderBank, such L/C Participant shall return to such the Issuing Lender Bank the portion thereof previously distributed by such the Issuing Lender Bank to it.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Commitment Percentage Pro Rata Share in such 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 such the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the relevant Borrower in accordance with the terms of this Credit Agreement, such L/C Participant shall pay to such the Issuing Lender upon demand demand, at such the Issuing Lender’s address for notices specified herein herein, an amount equal to such L/C Participant’s Commitment Percentage Pro Rata Share of the amount of such draft, or any part thereof, that which is not so reimbursedreimbursed and whether or not such amount is converted into a Revolving Loan pursuant to Section 3.03. (b) If Upon becoming aware of any amount required to be paid by any L/C Participant to an the Issuing Lender pursuant to Section 5.4(a3.08(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit Credit, the Issuing Lender shall notify each L/C Participant in writing 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 paid to such the Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand an amount equal demand, in addition to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Rate as determined by the Issuing Lender during the period from and including the date such payment is required due to the date on which such payment is immediately available to such the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse elapsed during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 5.4(a) is not made available to an Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the Base Rate. A certificate of such the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section 3.08(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 3.08(b), if the L/C Participants receive written notice that any such payment is due (A) prior to 1:00 p.m. (New York time) on any Business Day, such payment shall be due that Business Day, and (B) after 1:00 p.m. (New York time) on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at any time after any the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share such L/C Participant’s Pro Rata Share of such payment in accordance with this Section 5.4(a)3.08, such the Issuing 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 such Issuing Lender), or any payment of interest on account thereof, such the Issuing Lender will promptly distribute to such L/C Participant its pro rata share Pro Rata Share thereof; provided, however, that in the event that any such payment received by an the Issuing Lender shall be required to be returned by such the Issuing Lender, such L/C Participant shall return to such the Issuing Lender the portion thereof previously distributed by such the Issuing Lender to it.

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

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

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Commitment Percentage in such 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 such the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the relevant Borrower in accordance with the terms of this Credit Agreement, such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s 's 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 an the Issuing Lender 100 pursuant to Section 5.4(a) 0 in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit is paid to such the Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds 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 such the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 5.4(a) 0 is not in fact made available to an the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the Base Raterate per annum applicable to ABR Loans hereunder. A certificate of such 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 any 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 5.4(a)3.4, such the Issuing 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 such the Issuing Lender), or any payment of interest on account thereof, such 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 an the Issuing Lender shall be required to be returned by such the Issuing Lender, such L/C Participant shall return to such the Issuing Lender the portion thereof previously distributed by such the Issuing Lender to it.

L/C Participations. (a) Each The Issuing Lender Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Lender Bank to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing LenderBank, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest interest, equal to the such L/C Participant’s Commitment Percentage Applicable Percentage, in such the Issuing LenderBank’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender Bank thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender Bank that, if a draft is paid under any Letter of Credit for which such the Issuing Lender Bank is not reimbursed in full by the relevant Borrower Company in accordance with the terms of this Credit Agreement, such L/C Participant shall pay to such the Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein Bank an amount equal to such L/C Participant’s Commitment Applicable Percentage of the amount of such draft, or any part thereof, that is not so reimbursedreimbursed in accordance with Section 3.5. (b) If any amount required to be paid by any L/C Participant to an the Issuing Lender Bank pursuant to Section 5.4(a3.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender Bank under any Letter of Credit is paid to such the Issuing Lender Bank within three Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender Bank on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the Issuing LenderBank, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 5.4(a3.4(a) is not made available to an the Issuing Lender Bank by such L/C Participant within three Business Days after the date such payment is due, such the Issuing Lender Bank shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Alternate Base RateLoans. A certificate of such the Issuing Lender Bank submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after any 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 5.4(a3.4(a), such the Issuing Lender Bank receives any payment related to such Letter of Credit (whether directly from the relevant Borrower Company or otherwise, including proceeds of collateral applied thereto by such the Issuing LenderBank), or any payment of interest on account thereof, such the Issuing Lender Bank will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an the Issuing Lender Bank shall be required to be returned by such the Issuing LenderBank, such L/C Participant shall return to such the Issuing Lender Bank the portion thereof previously distributed by such the Issuing Lender Bank to it.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s Commitment 's Revolving Percentage in such 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 such the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the relevant Borrower in accordance with the terms of this Credit Agreement, such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s Commitment '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 an the Issuing Lender pursuant to Section 5.4(a3.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit is paid to such the Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 5.4(a3.4(a) is not made available to an the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the Base Raterate per annum applicable to ABR Loans under the Revolving Facility. A certificate of such 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 any 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 5.4(a3.4(a), such the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the relevant Borrower or otherwise, including proceeds of collateral Collateral applied thereto by such the Issuing Lender), or any payment of interest on account thereof, such the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an the Issuing Lender shall be required to be returned by such the Issuing Lender, such L/C Participant shall return to such the Issuing Lender the portion thereof previously distributed by such the Issuing Lender to it.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Commitment Percentage in such 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 such the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the relevant Borrower HCC in accordance with the terms of this Credit Agreement, such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s 's 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 an the Issuing Lender pursuant to Section 5.4(aparagraph 4.4 (a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit is paid to such the Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand an amount equal to the product of (i1) such amount, times (ii2) the daily average Federal Funds 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 such 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. If any such amount required to be paid by any L/C Participant pursuant to Section 5.4(aparagraph 4.4(a) is not in fact made available to an the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the Base Raterate per annum applicable to ABR Loans hereunder. A certificate of such 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 any 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 34 29 accordance with Section 5.4(asubsection 4.4(a), such the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the relevant Borrower HCC or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an the Issuing Lender shall be required to be returned by such the Issuing Lender, such L/C Participant shall return to such the Issuing Lender the portion thereof previously distributed by such the Issuing Lender to it.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such 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 Commitment Revolving Percentage in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the relevant Borrower in accordance with the terms of this Credit Agreement, such L/C Participant shall pay to such Issuing Lender upon demand made through Administrative Agent at such the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Commitment 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 an Issuing Lender pursuant to Section 5.4(a3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three (3) Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 5.4(a3.4(a) is not made available to an Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the Base Raterate per annum applicable to ABR Loans. A certificate of such an Issuing Lender submitted to any L/C Participant with a copy to the Administrative Agent 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 any Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 5.4(a3.4(a), such Issuing 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 such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute through Administrative Agent to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an any Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it. (d) Provided that Borrower has made the payments required pursuant to Section 2.1(b), on the Class B Revolving Facility Termination Date, the participation interests held by the Class B Lenders shall be deemed transferred to the Class A Lender L/C Participants, with each Class A Lender L/C Participant having a participation interest in each such Letters of Credit equal to Class A Lender’s Revolving Percentage as the same (after giving effect to the adjustment in such Revolving Percentage described in Section 2.1(c)(ii)).

L/C Participations. (a) Each Issuing Lender Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each 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 such 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 's Commitment Percentage in such the Issuing Lender’s Bank's obligations and rights under and in respect of each Letter of Credit issued by it hereunder and the amount of each draft paid by such the Issuing Lender Bank thereunder. Each L/C Participant unconditionally and irrevocably agrees with each such Issuing Lender Bank that, if a draft is paid under any Letter of Credit for which such Issuing Lender Bank is not reimbursed in full by the relevant Borrower Borrowers in accordance with the terms of this Credit Agreement, such L/C Participant shall pay to such Issuing Lender Bank (through the Agent) upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s '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 an Issuing Lender Bank pursuant to Section 5.4(aparagraph 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender Bank under any Letter of Credit issued by it is paid to such Issuing Lender Bank within three (3) Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender Bank (through the Agent) on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Rate Effective 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 such Issuing LenderBank, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 5.4(aparagraph 4.4(a) is not in fact made available to an such Issuing Lender Bank by such L/C Participant within three (3) Business Days after the date such payment is due, such Issuing Lender Bank shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the Base Raterate per annum applicable to Prime Rate Loans hereunder. A certificate of such Issuing Lender Bank submitted to any L/C Participant with respect (through the Agent) shall, to the extent permitted by applicable law, be prima facie evidence of any amounts owing under this Section shall be conclusive in the absence of manifest errorsubsection 3.4. (c) Whenever, at any time after any 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 5.4(asubsection 3.4(a), such Issuing Lender Bank receives any payment related to such Letter of Credit (whether directly from the relevant Borrower Borrowers or otherwise, including proceeds of collateral applied thereto by such Issuing LenderBank), or any payment of interest on account thereof, such Issuing Lender Bank will distribute to the Agent (for the account of such L/C Participant its Participant) such L/C Participant's pro rata share thereof; provided, however, that in the event that any such payment received by an such Issuing Lender Bank shall be required to be returned by such Issuing LenderBank, such L/C Participant shall return to such Issuing Lender Bank (through the Agent) the portion thereof previously distributed by such Issuing Lender Bank to it.

L/C Participations. (a) Each Issuing Lender Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each 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 such the 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 equal to such L/C Participant’s Commitment Pro Rata Percentage in such the Issuing LenderBank’s obligations and rights under and in respect of each Letter of Credit issued by it hereunder and the amount of each draft paid by such the Issuing Lender Bank thereunder. Each L/C Participant unconditionally and irrevocably agrees with each such Issuing Lender Bank that, if a draft is paid under any Letter of Credit for which such Issuing Lender Bank is not reimbursed in full by the relevant Borrower applicable Account Party in accordance with the terms of this Credit Agreement, such L/C Participant shall pay to such Issuing Lender Bank (through the General Administrative Agent) upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Commitment Pro Rata Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed, in the US/UK Committed Currency of such draft. (b) If any amount required to be paid by any L/C Participant to an Issuing Lender Bank pursuant to Section 5.4(asubsection 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender Bank under any Letter of Credit issued by it is paid to such Issuing Lender Bank within three Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender Bank (through the General Administrative Agent) on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate (or, with respect to Letters of Credit which are denominated in US/UK Alternative Currencies, the rate which reasonably represents such Issuing Bank’s cost of funds), as quoted by such Issuing Bank, during the period from and including the date on which such payment is required to the date on which such payment is immediately available to such Issuing LenderBank, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 5.4(asubsection 3.4(a) is not in fact made available to an such Issuing Lender Bank by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender Bank shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the Base Raterate per annum applicable to ABR Loans hereunder (or, in the case of Letters of Credit which are denominated in US/UK Alternative Currencies, at a rate equal to the rate which is reasonably determined by such Issuing Bank to reflect its cost of funding in the relevant currency plus the Applicable Margin then in effect with respect to ABR Loans). A certificate of such Issuing Lender Bank submitted to any L/C Participant (through the General Administrative Agent) with respect to any amounts owing under this Section subsection 3.4 shall be conclusive in the absence of manifest error. (c) Whenever, at any time after any (i) an Issuing Lender Bank has made payment under any Letter of Credit and Credit, (ii) such Issuing Bank has received from any L/C Participant its pro rata share of such payment in accordance with Section 5.4(a), subsection 3.4(a) and (iii) such Issuing Lender Bank receives any payment related to such Letter of Credit (whether directly from the relevant Borrower applicable Account Party or otherwise, including proceeds of collateral applied thereto by such Issuing LenderBank), or any payment of interest on account thereof, such Issuing Lender Bank will distribute to the General Administrative Agent (for the account of such L/C Participant its Participant) such L/C Participant’s pro rata share thereof; provided, however, that in the event that any such payment received by an such Issuing Lender Bank shall be required to be returned by such Issuing LenderBank, such L/C Participant shall return to such Issuing Lender Bank (through the General Administrative Agent) the portion thereof previously distributed by such Issuing Lender Bank to it.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, and to induce each the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s Commitment 's Revolving Percentage in such 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 such the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the relevant Borrower in accordance with the terms of this Credit Agreement, such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s Commitment '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 an the Issuing Lender pursuant to Section 5.4(a3.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit is paid to such the Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the Issuing Lender, times time (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 5.4(a3.4(a) is not made available to an the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the Base Raterate per annum applicable to ABR Loans. A certificate of such 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 any 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 5.4(a3.4(a), such the Issuing 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 such the Issuing Lender), or any payment of interest on account thereof, such the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an the Issuing Lender shall be required to be returned by such the Issuing Lender, such L/C Participant shall return to such the Issuing Lender the portion thereof previously distributed by such the Issuing Lender to it.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Commitment Percentage in such the Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the relevant Borrower in accordance with the terms of this Credit Agreement, such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s 's 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 an the Issuing Lender pursuant to Section 5.4(a3.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit is paid to such the Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 5.4(a3.4(a) is not made available to an the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the Base Raterate per annum applicable to ABR Loans. A certificate of such 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 any 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 5.4(a3.4(a), such the Issuing 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 such the Issuing Lender), or any payment of interest on account thereof, such the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an the Issuing Lender shall be required to be returned by such the Issuing Lender, such L/C Participant shall return to such the Issuing Lender the portion thereof previously distributed by such the Issuing Lender to it.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such 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 Commitment Tranche 1 Revolving Percentage in such each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit for which such the relevant Issuing Lender is not reimbursed in full by the relevant Borrower in accordance with the terms of this Credit Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Commitment Tranche 1 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 an the relevant Issuing Lender pursuant to Section 5.4(a3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) (x) in the case of any such amount in US Dollars, at a rate per annum equal to the greater of (A) the daily average Federal Funds Effective Rate during and (B) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, for the period from until such L/C Participant makes such amount immediately available or (y) in the case of any such amount in Canadian Dollars, at a rate per annum determined by the Administrative Agent (such determination to be conclusive and including binding on such L/C Participant) in accordance with the date Administrative Agent’s cost of funding the amount of such payment is required to payment, for the date on which period until such payment is L/C Participant makes such amount immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360360 (in the case of US Dollar-denominated Letters of Credit) or 365 (in the case of Canadian Dollar-denominated Letters of Credit). If any such amount required to be paid by any L/C Participant pursuant to Section 5.4(a3.4(a) is not made available to an the relevant Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans (in the case of US Dollar-denominated Letters of Credit issued for the account of a US Borrower), US Base RateRate Loans (in the case of US Dollar-denominated Letters of Credit issued for the account of the Canadian Borrower), Canadian Prime Rate Loans (in the case of Canadian Dollar-denominated Letters of Credit issued for the account of a US Borrower and Canadian Dollar-denominated Letters of Credit issued for the account of the Canadian Borrower). A certificate of such 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 any 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 5.4(a3.4(a), such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the relevant a Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute distribute, through the Administrative Agent to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an such Issuing Lender shall be required to be returned by such Issuing Lender, each such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Commitment Revolving Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the relevant Borrower in accordance with the terms of this Credit Agreement, such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Commitment 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 an the Issuing Lender pursuant to Section 5.4(a3.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit is paid to such the Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 5.4(a3.4(a) is not made available to an the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Base RateRate Loans. A certificate of such 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 any 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 5.4(a3.4(a), such the Issuing 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 such the Issuing Lender), or any payment of interest on account thereof, such the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an the Issuing Lender shall be required to be returned by such the Issuing Lender, such L/C Participant shall return to such the Issuing Lender the portion thereof previously distributed by such the Issuing Lender to it.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s Commitment 's Revolving Percentage in such each Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the relevant Borrower in accordance with the terms of this Credit Agreement, such L/C Participant shall pay to such the applicable Issuing Lender upon demand at such Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s Commitment '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 an any Issuing Lender pursuant to Section 5.4(a3.4(a) in respect of any unreimbursed portion of any payment made by such the relevant Issuing Lender under any Letter of Credit is not paid to such Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the relevant Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 5.4(a3.4(a) is not made available to an therelevant Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the Base Raterate per annum applicable to ABR Loans. A certificate of such 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 any 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 5.4(a3.4(a), such Issuing 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 such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees ------------------ to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s Commitment 's Revolving Percentage in such the Issuing Lender’s Lender obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the relevant Borrower in accordance with the terms of this Credit Agreement, such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s Commitment '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 an the Issuing Lender pursuant to Section 5.4(a3.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit is paid to such the Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 5.4(a3.4(a) is not made available to an the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Base RateRate Loans under the Revolving Facility. A certificate of such 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 any 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 5.4(a3.4(a), such the Issuing 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 such the Issuing Lender), or any payment of interest on account thereof, such the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; --- ---- provided, however, however that in the event that any such payment received by an the Issuing Lender shall be required to be returned by such the Issuing Lender, such L/C Participant shall return to such the Issuing Lender the portion thereof previously distributed by such the Issuing Lender to it.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s Commitment 's Revolving Percentage in such 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 such the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the relevant Borrower Company in accordance with the terms of this Credit Agreement, such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s Commitment '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 an the Issuing Lender pursuant to Section 5.4(a4.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit is paid to such the Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 5.4(a4.4(a) is not made available to an the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the Base Raterate per annum applicable to ABR Loans under the Revolving Facility. A certificate of such 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 any 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 5.4(a4.4(a), such the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the relevant Borrower Company or otherwise, including proceeds of collateral applied thereto by such the Issuing Lender), or any payment of interest on account thereof, such the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an the Issuing Lender shall be required to be returned by such the Issuing Lender, such L/C Participant shall return to such the Issuing Lender the portion thereof previously distributed by such the Issuing Lender to it.

L/C Participations. (a) Each Issuing Lender The L/C Issuer irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each Issuing Lender the L/C Issuer to issue Letters of CreditL/Cs hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lenderthe L/C Issuer, 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 Commitment Percentage in such Issuing Lenderthe L/C Issuer’s obligations and rights under and in respect of each Letter of Credit L/C and the amount of each draft paid by such Issuing Lender the L/C Issuer thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender the L/C Issuer that, if a draft is paid under any Letter of Credit L/C for which such Issuing Lender the L/C Issuer is not reimbursed in full by the relevant Borrower DW Animation in accordance with the terms of this Credit Agreement, such L/C Participant shall pay to such Issuing Lender the L/C Issuer upon demand at such Issuing Lenderthe L/C Issuer’s address for notices specified herein an amount equal to such L/C Participant’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 an Issuing Lender the L/C Issuer pursuant to Section 5.4(a3.3(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender the L/C Issuer under any Letter of Credit L/C is paid to such Issuing Lender the L/C Issuer within three Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender the L/C Issuer on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Rate funds rate, as quoted by the L/C Issuer, during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lenderthe L/C Issuer, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 5.4(a3.3(a) is not in fact made available to an Issuing Lender the L/C Issuer by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender the L/C Issuer shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the Base Raterate per annum applicable to ABR Loans. A certificate of such Issuing Lender the L/C Issuer submitted to any L/C Participant with respect to any amounts owing under this Section 3.3 shall be conclusive in the absence of manifest error. (c) Whenever, at any time after any Issuing Lender the L/C Issuer has made payment under any Letter of Credit L/C and has received from any L/C Participant its pro rata prorata share of such payment in accordance with Section 5.4(a3.3(a), such Issuing Lender the L/C Issuer receives any payment related to such Letter of Credit L/C (whether directly from the relevant Borrower DW Animation or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender the L/C Issuer will distribute to such L/C Participant its pro rata prorata share thereof; provided, however, that in the event that any such payment received by an Issuing Lender the L/C Issuer shall be required to be returned by such Issuing Lenderthe L/C Issuer, such L/C Participant shall return to such Issuing Lender the L/C Issuer the portion thereof previously distributed by such Issuing Lender the L/C Issuer to it.

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

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

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such 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 Commitment Revolving Percentage in such each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit for which such the relevant Issuing Lender is not reimbursed in full by the relevant Borrower in accordance with the terms of this Credit Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Commitment 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 an the relevant Issuing Lender pursuant to Section 5.4(a3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) (x) in the case of any such amount in US Dollars, at a rate per annum equal to the greater of (A) the daily average Federal Funds Effective Rate during and (B) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, for the period from until such L/C Participant makes such amount immediately available or (y) in the case of any such amount in Canadian Dollars, at a rate per annum determined by the Administrative Agent (such determination to be conclusive and including binding on such L/C Participant) in accordance with the date Administrative Agent’s cost of funding the amount of such payment is required to payment, for the date on which period until such payment is L/C Participant makes such amount immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360360 (in the case of US Dollar-denominated Letters of Credit) or 365 (in the case of Canadian Dollar- denominated Letters of Credit). If any such amount required to be paid by any L/C Participant pursuant to Section 5.4(a3.4(a) is not made available to an the relevant Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans (in the case of US Dollar-denominated Letters of Credit issued for the account of a US Borrower), US Base RateRate Loans (in the case of US Dollar-denominated Letters of Credit issued for the account of the Canadian Borrower), Canadian Prime Rate Loans (in the case of Canadian Dollar-denominated Letters of Credit issued for the account of a US Borrower and Canadian Dollar-denominated Letters of Credit issued for the account of the Canadian Borrower). A certificate of such 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 any 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 5.4(a3.4(a), such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the relevant a Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute distribute, through the Administrative Agent to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an such Issuing Lender shall be required to be returned by such Issuing Lender, each such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s Commitment 's Revolving Percentage in such the Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the relevant Borrower in accordance with the terms of this Credit Agreement, such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s Commitment '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 an the Issuing Lender pursuant to Section 5.4(a3.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit is paid to such the Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 5.4(a3.4(a) is not made available to an the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the Base Raterate per annum applicable to ABR Loans. A certificate of such 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 any 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 5.4(a3.4(a), such the Issuing 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 such the Issuing Lender), or any payment of interest on account thereof, such the Issuing Lender will distribute to such L/C Participant its pro rata PRO RATA share thereof; providedPROVIDED, howeverHOWEVER, that in the event that any such payment received by an the Issuing Lender shall be required to be returned by such the Issuing Lender, such L/C Participant shall return to such the Issuing Lender the portion thereof previously distributed by such the Issuing Lender to it.

L/C Participations. (ai) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Commitment Percentage Pro Rata Share in such each Issuing LenderXxxxxx’s obligations and rights under and in respect of each Letter of Credit issued by it hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the relevant Borrower through a Revolving Loan or otherwise in accordance with the terms of this Credit Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an the Dollar Equivalent of the amount equal to such L/C Participant’s Commitment Percentage Pro Rata Share of the amount of such draft, or any part thereof, that which is not so reimbursed. (bii) If Upon becoming aware of any amount required to be paid by any L/C Participant to an any Issuing Lender pursuant to Section 5.4(a2.03(e)(i) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times 46 #98230960v1 (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 5.4(a) is not made available to an Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the Base Rate. A certificate of such Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after any Issuing Lender has made payment under any Letter of Credit issued by it and has received from any L/C Participant its pro rata share Pro Rata Share of such payment in accordance with this Section 5.4(a)2.03, such Issuing 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 such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, provided that in the event that any such payment received by an such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it. (iv) Each L/C Participant’s obligation to make the payments referred to in Section 2.03(e)(ii) and to purchase participating interests pursuant to Section 2.03(d)(i) 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 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 an Unmatured Default or Default or the failure to satisfy any of the other conditions specified in Section 4.03, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower or any other Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. 47 #98230960v1

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Commitment Revolving Percentage in such each 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 such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the relevant Borrower in accordance with the terms of this Credit Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Commitment 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 an the relevant Issuing Lender pursuant to Section 5.4(a3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand an amount equal to the product of (ia) such amount, times (iib) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iiic) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 5.4(a3.4(a) is not made available to an such Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the Base Raterate per annum applicable to ABR Loans. A certificate of such 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 any 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 5.4(a3.4(a), such Issuing 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 such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Table of Contents Participant shall return to such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.

L/C Participations. (a) Each Issuing Lender The Issuer irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each Issuing Lender the Issuer to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lenderthe Issuer, 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 Commitment Percentage in such Issuing Lender’s the Issuer's obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by such Issuing Lender the Issuer thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender the Issuer that, if a draft is paid under any Letter of Credit for which such Issuing Lender the Issuer is not reimbursed in full by the relevant Borrower Toy Biz in accordance with the terms of this Credit Agreement, such L/C Participant shall pay to such Issuing Lender the Issuer upon demand at such Issuing Lender’s the Issuer's address for notices specified herein an amount equal to such L/C Participant’s '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 an Issuing Lender the Issuer pursuant to Section 5.4(aparagraph 2A.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender the Issuer under any Letter of Credit is paid to such Issuing Lender the Issuer within three Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender the Issuer on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Rate funds rate, as quoted by the Issuer, during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lenderthe Issuer, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 5.4(aparagraph 2A.4(a) is not in fact made available to an Issuing Lender the Issuer by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender the Issuer 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 Alternate Base RateRate Loans hereunder. A certificate of such Issuing Lender the Issuer 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 any Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 5.4(a), such Issuing 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 such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.

L/C Participations. (a) Each Issuing Lender Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each 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 such 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 's Revolving Credit Commitment Percentage in such the Issuing Lender’s Bank's obligations and rights under and in respect of each Letter of Credit issued by it hereunder and the amount of each draft paid by such the Issuing Lender Bank thereunder. Each L/C Participant unconditionally and irrevocably agrees with each such Issuing Lender Bank that, if a draft is paid under any Letter of Credit for which such Issuing Lender Bank is not reimbursed in full by the relevant Borrower in accordance with the terms of this Credit Agreement, such L/C Participant shall pay to such Issuing Lender Bank (through the Administrative Agent) upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s '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 an Issuing Lender Bank pursuant to Section 5.4(aparagraph 4.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender Bank under any Letter of Credit issued by it is paid to such Issuing Lender Bank within three (3) Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender Bank (through the Administrative Agent) on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Rate Effective 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 such Issuing LenderBank, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 5.4(aparagraph 4.4(a) is not in fact made available to an such Issuing Lender Bank by such L/C Participant within three (3) Business Days after the date such payment is due, such Issuing Lender Bank shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the Base Raterate per annum applicable to ABR Loans hereunder. A certificate of such Issuing Lender Bank submitted to any L/C Participant (through the Administrative Agent) with respect to any amounts owing under this Section subsection 4.4 shall be conclusive in the absence of manifest error. (c) Whenever, at any time after any 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 5.4(asubsection 4.4(a), such Issuing Lender Bank receives any payment related to such Letter of Credit (whether directly from the relevant Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing LenderBank), or any payment of interest on account thereof, such Issuing Lender Bank will distribute to the Administrative Agent (for the account of such L/C Participant its Participant) such L/C Participant's pro rata share thereof; provided, however, that in the event that any such payment received by an such Issuing Lender Bank shall be required to be returned by such Issuing LenderBank, such L/C Participant shall return to such Issuing Lender Bank (through the Administrative Agent) the portion thereof previously distributed by such Issuing Lender Bank to it.

L/C Participations. (a) Each The Issuing Lender Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each 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 such 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 's Commitment Percentage in such 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 such the Issuing Lender Bank thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender Bank that, if a draft is paid under any Letter of Credit for which such the Issuing Lender Bank is not reimbursed in full by the relevant Borrower HCC in accordance with the terms of this Credit Agreement, such L/C Participant shall pay to such the Issuing Lender Bank upon demand at such the Issuing Lender’s Bank's address for notices specified herein an amount equal to such L/C Participant’s '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 an the Issuing Lender Bank pursuant to Section 5.4(aparagraph 4.4 (a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender Bank under any Letter of Credit is paid to such the Issuing Lender Bank within three Business Days after the date such payment is 44 39 due, such L/C Participant shall pay to such the Issuing Lender Bank on demand an amount equal to the product of (i1) such amount, times (ii2) the daily average Federal Funds Rate funds 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 such the Issuing LenderBank, 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. If any such amount required to be paid by any L/C Participant pursuant to Section 5.4(aparagraph 4.4(a) is not in fact made available to an the Issuing Lender Bank by such L/C Participant within three Business Days after the date such payment is due, such the Issuing Lender Bank shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the Base Raterate per annum applicable to ABR Loans hereunder. A certificate of such 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 any 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 5.4(asubsection 4.4(a), such the Issuing Lender Bank receives any payment related to such Letter of Credit (whether directly from the relevant Borrower HCC or otherwise, including proceeds of collateral applied thereto by such the Issuing LenderBank), or any payment of interest on account thereof, such the Issuing Lender Bank will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an the Issuing Lender Bank shall be required to be returned by such the Issuing LenderBank, such L/C Participant shall return to such the Issuing Lender Bank the portion thereof previously distributed by such the Issuing Lender Bank to it.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees ------------------ to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Commitment Percentage in such 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 such the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the relevant Borrower HCC in accordance with the terms of this Credit Agreement, such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s 's Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. (ba) If any amount required to be paid by any L/C Participant to an the Issuing Lender pursuant to Section 5.4(aparagraph 4.4 (a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit is paid to such the Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand an amount equal to the product of (i1) such amount, times (ii2) the daily average Federal Funds 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 such 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. If any such amount required to be paid by any L/C Participant pursuant to Section 5.4(aparagraph 4.4(a) is not in fact made available to an the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the Base Raterate per annum applicable to ABR Loans hereunder. A certificate of such 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. (cb) Whenever, at any time after any 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 5.4(asubsection 4.4(a), such the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the relevant Borrower HCC or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an -------- ------- the Issuing Lender shall be required to be returned by such the Issuing Lender, such L/C Participant shall return to such the Issuing Lender the portion thereof previously distributed by such the Issuing Lender to it.

L/C Participations. (a) Each The Issuing Lender Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each 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 such 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 's Commitment Percentage in such 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 such the Issuing Lender Bank thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender Bank that, if a draft is paid under any Letter of Credit for which such the Issuing Lender Bank is not reimbursed in full by the relevant Borrower in accordance with the terms of this Credit Agreement, such L/C Participant shall pay to such the Issuing Lender Bank upon first demand at such the Issuing Lender’s Bank's address for notices specified herein an amount equal to such L/C Participant’s '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 an the Issuing Lender Bank pursuant to Section 5.4(a) subsection in respect of any unreimbursed portion of any payment made by such the Issuing Lender Bank under any Letter of Credit is paid to such the Issuing Lender Bank within three Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender Bank on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Rate funds 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 such 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. If any such amount required to be paid by any L/C Participant pursuant to Section 5.4(a) subsection is not in fact made available to an the Issuing Lender Bank by such L/C Participant within three Business Days after the date such payment is due, such the Issuing Lender Bank shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the Base Rate. A certificate of such Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after any Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 5.4(a), such Issuing 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 such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.rate per annum applicable

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s Commitment 's Revolving Percentage in such each Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the relevant Borrower in accordance with the terms of this Credit Agreement, such L/C Participant shall pay to such the applicable Issuing Lender upon demand at such Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s Commitment '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 an any Issuing Lender pursuant to Section 5.4(a3.4(a) in respect of any unreimbursed portion of any payment made by such the relevant Issuing Lender under any Letter of Credit is not paid to such Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the relevant Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 5.4(a3.4(a) is not made available to an the relevant Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the Base Raterate per annum applicable to ABR Loans under the Revolving Facility. A certificate of such 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 any 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 5.4(a3.4(a), such Issuing 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 such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.

L/C Participations. (a1) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Commitment Percentage in such 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 such the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the relevant Borrower Borrowers in accordance with the terms of this Credit Agreement, such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s 's Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. (b2) If Upon becoming aware of any amount required to be paid by any L/C Participant to an the Issuing Lender pursuant to Section 5.4(a3.4(a) in respect of any unreimbursed portion of any payment made by such 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 paid to such the Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand an amount equal demand, in addition to such amount, the product of (i) such amount, times (ii) the daily average ----- Federal Funds Rate as determined by the Administrative Agent during the period from and including the date such payment is required due to the date on which such payment is immediately available to such the Issuing Lender, times (iii) a fraction ----- the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 5.4(a) is not made available to an Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the Base Rate. A certificate of such 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. (c3) Whenever, at any time after any 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 5.4(a)3.4, such the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the relevant Borrower Borrowers or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof), such the Issuing Lender will distribute to such L/C Participant its pro --- rata share thereof; provided, however, that in the event that any such payment received ---- -------- by an the Issuing Lender shall be required to be returned by such the Issuing Lender, such L/C Participant shall return to such the Issuing Lender the portion thereof previously distributed by such the Issuing Lender to it.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Commitment Revolving Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the relevant Borrower in accordance with the terms of this Credit AgreementAgreement (or in the event that any reimbursement received by the Issuing Lender shall be required to be returned by it at any time), such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing LenderXxxxxx’s address for notices specified herein an amount equal to such L/C Participant’s Commitment Percentage of the amount of such draft, or any part thereof, that is not so reimbursed.93 (b) If any amount required to be paid by any L/C Participant to an the Issuing Lender pursuant to Section 5.4(a3.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit is not paid to such the Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the greater of (x) the daily average Federal Funds NYFRB Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the Issuing LenderLender and (y) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 5.4(a3.4(a) is not made available to an the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to the Alternate Base RateRate plus the Applicable Margin. A certificate of such 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 any 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 5.4(a3.4(a), such the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the relevant Borrower or otherwise, including proceeds of collateral Collateral applied thereto by such the Issuing Lender), or any payment of interest on account thereof, such the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an the Issuing Lender shall be required to be returned by such the Issuing Lender, such L/C Participant shall return to such the Issuing Lender the portion thereof previously distributed by such the Issuing Lender to it.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such 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 Commitment Percentage in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the relevant Borrower in accordance with the terms of this Credit Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Commitment Percentage of the amount of such draft, or any part thereof, that is not so reimbursed.C (b) If any amount required to be paid by any L/C Participant to an the Issuing Lender pursuant to Section 5.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit is paid to such the Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand an amount equal to the product of (i1) such amount, times (ii2) the daily average Federal Funds Rate Effective 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 such 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. If any such amount required to be paid by any L/C Participant pursuant to Section 5.4(a) is not made available to an the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such overdue amount with interest thereon calculated from such due date at the rate per annum applicable to Revolving Credit Loans which are Base RateRate Loans. A certificate of such 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 any the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share Pro Rata Share of such payment in accordance with Section 5.4(a), such the Issuing 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 such the Issuing Lender), or any payment of interest on account thereof, such the Issuing Lender will distribute to such L/C Participant its pro rata share Pro Rata Share thereof; provided, however, that in the event that any such payment received by an the Issuing Lender shall be required to be returned by such the Issuing Lender, such L/C Participant shall return to such the Issuing Lender the portion thereof previously distributed by such the Issuing Lender to it.