Common use of L/C Participations Clause in Contracts

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent upon demand of the Issuing Lender an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed (it being agreed that with respect to a Letter of Credit in a currency other than Dollars, each L/C Participant shall pay the Administrative Agent the Dollar Amount of the applicable amount). The Administrative Agent shall promptly forward such amounts to the Issuing Lender. (b) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of the Issuing Lender pursuant to Section 3.10(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of the Issuing Lender within three (3) Business Days after the date such payment is due, such L/C Participant shall pay to 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 Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.10(a) is not made available to the Administrative Agent for the account of the Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Base Rate Loans under the Revolving Facility. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.10(a), the Administrative Agent or the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Administrative Agent or the Issuing Lender, as the case may be, will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by the Administrative Agent or the Issuing Lender, as the case may be, shall be required to be returned by the Administrative Agent or the Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of the Issuing Lender the portion thereof previously distributed by the Administrative Agent or the Issuing Lender, as the case may be, to it.

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s own account and risk risk, an undivided interest equal to such L/C Participant’s Revolving Percentage in the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent upon demand Agent, for the account of the Issuing Lender Lender, upon demand at the Administrative Agent’s Funding Office (and thereafter the Administrative Agent shall promptly pay to the Issuing Lender) an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed (it being agreed that with respect to a Letter of Credit in a currency other than Dollars, each L/C Participant shall pay the Administrative Agent the Dollar Amount of the applicable amount). The Administrative Agent shall promptly forward such amounts to the Issuing Lenderreimbursed. (b) If any amount required to be paid by any L/C Participant to the Administrative Agent Agent, for the account of the Issuing Lender Lender, pursuant to Section 3.10(a3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is not paid to the Administrative Agent for the account of the Issuing Lender within three (3) Business Days after the date such payment is due, the Issuing Lender shall so notify the Administrative Agent, who shall notify such L/C Participant and such L/C Participant shall pay to the Administrative Agent Agent, for the account of the Issuing Lender on demand (and thereafter the Administrative Agent shall promptly pay to the Issuing Lender) an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.10(a3.4(a) is not made available to the Administrative Agent Agent, for the account of the Issuing Lender Lender, by such L/C Participant within three (3) Business Days after the date such payment is due, the Administrative Agent on behalf of 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 Rate Loans under the Revolving FacilityABR Loans. A certificate the Administrative Agent submitted on behalf of the Issuing Lender submitted to any L/C Participant with respect to any such amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit and has received from the Administrative Agent any L/C Participant its pro rata share of such payment in accordance with Section 3.10(a3.4(a), the Administrative Agent or the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Administrative Agent or the Issuing Lender, as the case may be, Lender will distribute to the Administrative Agent, for the account of such L/C Participant (and thereafter the Administrative Agent shall promptly pay such L/C Participant), its pro rata share thereof; provided, however, that in the event that any such payment received by the Administrative Agent or the Issuing Lender, as the case may be, Lender shall be required to be returned by the Administrative Agent or the Issuing Lender, such L/C Participant shall return to the Administrative Agent Agent, for the account of the Issuing Lender (and thereafter the Administrative Agent shall promptly pay to the Issuing Lender), the portion thereof previously distributed by the Administrative Agent or the Issuing Lender, as the case may be, to it.

L/C Participations. (a) The 3.4.1 Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C ParticipantRevolving A Lender, and, to induce the such Issuing Lender to issue Revolving A Letters of Credit hereunder, each L/C Participant Revolving A Lender irrevocably agrees to accept and purchase and hereby accepts and purchases from the such Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C ParticipantRevolving A Lender’s own account and risk risk, an undivided interest equal to its Revolving A Ratable Share of such L/C Participant’s Revolving Percentage in the Issuing Lender’s obligations and rights under and in respect of each Revolving A Letter of Credit issued hereunder and the amount of each draft paid by the such Issuing Lender thereunder. Each L/C Participant Revolving A Lender unconditionally and irrevocably agrees with the each Issuing Lender that, if a draft is paid under any Revolving A Letter of Credit for which the such Issuing Lender is not reimbursed in full by the Parent Borrower in accordance with the terms of this Agreement, such L/C Participant Revolving A Lender shall pay to the Administrative Agent such Issuing Lender upon demand of the at such Issuing Lender Lender’s address for notices specified herein an amount equal to such L/C ParticipantRevolving A Lender’s Revolving Percentage Ratable Share of the amount of such draft, or any part thereof, that which is not so reimbursed (it being agreed that with respect reimbursed. 3.4.2 Each Issuing Lender irrevocably agrees to a grant and hereby grants to each Revolving B Lender, and, to induce such Issuing Lender to issue Revolving B Letters of Credit hereunder, each Revolving B Lender irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions hereinafter stated, for such Revolving B Lender’s own account and risk, an undivided interest equal to its Revolving B Ratable Share of such Issuing Lender’s obligations and rights under each Revolving B Letter of Credit issued hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each Revolving B Lender unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Revolving B Letter of Credit for which such Issuing Lender is not reimbursed in a currency other than Dollarsfull by the Parent Borrower in accordance with the terms of this Agreement, each L/C Participant such Revolving B Lender shall pay the Administrative Agent the Dollar Amount to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such Revolving B Lender’s Ratable Share of the applicable amount). The Administrative Agent shall promptly forward amount of such amounts to the Issuing Lenderdraft, or any part thereof, which is not so reimbursed. (b) If 3.4.3 Upon becoming aware of any amount required to be paid by any L/C Participant Lender to the Administrative Agent for the account of the any Issuing Lender pursuant to Section 3.10(a) 3.4.1 or Section 3.4.2 in respect of any unreimbursed portion of any payment made by the such Issuing Lender under any Letter of Credit Credit, the Administrative Agent shall notify each Revolving A Lender, in the case of Revolving A Letters of Credit, or each Revolving B Lender, in the case of Revolving B Letters of Credit, of the amount and due date of such required payment and such Lender shall pay to such Issuing Lender the amount specified on the applicable due date. If any such amount is paid to the Administrative Agent for the account of the such Issuing Lender within three (3) Business Days after the date such payment is due, such L/C Participant Lender shall pay to the Administrative Agent for the account of the such Issuing Lender on demand an amount equal demand, in addition to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate as determined by the Administrative Agent during the period from and including the date such payment is required due to the date on which such payment is immediately available to the such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.10(a) is not made available to the Administrative Agent for the account of the Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Base Rate Loans under the Revolving Facility. A certificate of the any Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section 3.4.3 shall be conclusive in the absence of manifest error. With respect to payment to any Issuing Lender of the unreimbursed amounts described in this Section 3.4.3, if the relevant Lenders receive notice that any such payment is due (A) prior to 1:00 p.m. (Charlotte, North Carolina time) on any Business Day, such payment shall be due that Business Day, and (B) after 1:00 p.m. (Charlotte, North Carolina time) on any Business Day, such payment shall be due on the following Business Day. (c) 3.4.4 Whenever, at any time after the any Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant Lender its pro rata share Revolving A Ratable Share or Revolving B Ratable Share, as applicable, of such payment in accordance with this Section 3.10(a)3.4, the Administrative Agent or the such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Parent Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof), the Administrative Agent or the such Issuing Lender, as the case may be, Lender will distribute to such L/C Participant Lender its pro rata share thereofRevolving A Ratable Share or Revolving B Ratable Share, as applicable; provided, however, that in the event that any such payment received by the Administrative Agent or the such Issuing Lender, as the case may be, Lender shall be required to be returned by the Administrative Agent or the such Issuing Lender, such L/C Participant Lender shall return to the Administrative Agent for the account of the such Issuing Lender the portion thereof previously distributed by the Administrative Agent or the such Issuing Lender, as the case may be, Lender to it.

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C ParticipantParticipant under the applicable Facility, and, to induce the Issuing Lender to issue Letters of Credit hereunder, each L/C Participant under the applicable Facility irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Revolving Percentage (in the case of Revolving Letters of Credit) or such L/C Participant's Tranche B-1 Percentage (in the case of Tranche B-1 Letters of Credit) in the Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued hereunder under a Facility and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant under a Facility unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit issued under such Facility for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, Agreement (i) such L/C Participant shall pay to the Administrative Agent Issuing Lender upon demand of at the Issuing Lender Lender's address for notices specified herein an amount equal to such L/C Participant’s 's Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed (it being agreed that with respect to a Letter reimbursed, in the case of Revolving Letters of Credit in a currency other than Dollars, each and (ii) such L/C Participant shall pay hereby irrevocably authorizes the Administrative Agent the Dollar Amount of the applicable amount). The Administrative Agent shall promptly forward to make available to such amounts to Issuing Lender upon demand at the Issuing Lender's address for notices specified herein such L/C Participant's Tranche B-1 Percentage of the amount of such draft, or any part thereof, that is not so reimbursed from amounts on deposit in such Tranche B-1 Lender's Tranche B-1 Credit Linked Account (whether or not the conditions to borrowing set forth in Section 5.2 are satisfied). (b) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of the Issuing Lender pursuant to Section 3.10(a3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Revolving Letter of Credit is paid to the Administrative Agent for the account of the Issuing Lender within three (3) Business Days after the date such payment is due, such L/C Participant shall pay to 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 Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.10(a3.4(a) is not made available to the Administrative Agent for the account of the Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Base Rate ABR Loans under the Revolving Facility. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.10(a3.4(a), the Administrative Agent or the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Administrative Agent or the Issuing LenderLender will (i) if such payment is with respect to a Revolving Letter of Credit, as the case may be, will distribute to such L/C Participant its pro rata share thereofthereof and (ii) if such payment is with respect to a Tranche B-1 Letter of Credit, return to each Tranche B-1 Lender its pro rata share thereof by deposit into its Tranche B-1 Credit Linked Account; provided, however, that in the event that any such payment received by the Administrative Agent or the Issuing Lender, as the case may be, Lender shall be required to be returned by the Administrative Agent or the Issuing Lender, (A) if such Letter of Credit is a Revolving Letter of Credit, such L/C Participant shall return to the Administrative Agent for the account of the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it and (B) if such Letter of Credit is a Tranche B-1 Letter of Credit, the Tranche B-1 Lenders hereby irrevocably authorize the Administrative Agent or to make available to such Issuing Lender the portion thereof previously distributed to the Issuing Lender from amounts on deposit in such Tranche B-1 Lender, as the case may be, to it's Tranche B-1 Credit Linked Account.

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue cause Letters of Credit to be issued hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent Agent, for the account of the Issuing Lender, upon demand of the Issuing Lender an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed (it being agreed that with respect to a Letter of Credit in a currency other than Dollars, each L/C Participant shall pay the Administrative Agent the Dollar Amount of the applicable amount)reimbursed. The Administrative Agent shall promptly forward such amounts to the Issuing Lender. (b) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of the Issuing Lender pursuant to Section 3.10(a2.8(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of the Issuing Lender within three (3) Business Days after the date such payment is due, such L/C Participant shall pay to 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 Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.10(a2.8(a) is not made available to the Administrative Agent for the account of the Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum then applicable to Base Rate Loans under the Revolving Facility. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.10(a2.8(a), the Administrative Agent or the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Administrative Agent or the Issuing Lender, as the case may be, will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by the Administrative Agent or the Issuing Lender, as the case may be, shall be required to be returned by the Administrative Agent or the Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of the Issuing Lender the portion thereof previously distributed by the Administrative Agent or the Issuing Lender, as the case may be, to it.

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder hereunder, in accordance with the terms hereof, and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Borrower is required to reimburse the Issuing Lender for and the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent upon demand of the Issuing Lender an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed (it being agreed that with respect to a Letter of Credit in a currency other than Dollars, each L/C Participant shall pay the Administrative Agent the Dollar Amount of the applicable amount)reimbursed. The Administrative Agent shall promptly forward such amounts to the Issuing Lender. (b) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of the Issuing Lender pursuant to Section 3.10(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is not paid to the Administrative Agent for the account of the Issuing Lender within three (3) Business Days after the date such payment is duedemanded, such L/C Participant shall pay to 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 Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.10(a) is not made available to the Administrative Agent for the account of the Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is duedemanded, 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 Rate Loans under the Revolving Facility. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.10(a), the Administrative Agent or the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Administrative Agent or the Issuing Lender, as the case may be, will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by the Administrative Agent or the Issuing Lender, as the case may be, shall be required to be returned by the Administrative Agent or the Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of the Issuing Lender the portion thereof previously distributed by the Administrative Agent or the Issuing Lender, as the case may be, to it.

L/C Participations. (a) The Effective on the date of issuance of each Letter of Credit issued after the Effective Date, the Issuing Lender irrevocably agrees to grant and hereby grants to each L/C ParticipantParticipating Lender, and, to induce the Issuing and each Participating Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C ParticipantParticipating Lender’s own account and risk an undivided interest equal to such L/C ParticipantParticipating Lender’s Revolving Commitment Percentage in the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder by the Issuing Lender and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant Participating Lender unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the such Issuing Lender is not reimbursed in full by the Borrower Borrowers in accordance with the terms of this Agreement, such L/C Participant Participating Lender shall pay to the Administrative Agent upon demand Agent, for the account of the Issuing Lender Lender, upon demand at the Administrative Agent’s address specified in Section 11.2, an amount equal to such L/C ParticipantParticipating Lender’s Revolving Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed (it being agreed reimbursed. On the date that any Assignee becomes a Lender party to this Agreement in accordance with respect Section 11.6, participating interests in any outstanding Letters of Credit held by the transferor Lender from which such Assignee acquired its interest hereunder shall be proportionately reallotted between such Assignee and such transferor Lender. Each Participating Lender hereby agrees that its obligation to a participate in each Letter of Credit in a currency other than DollarsCredit, each L/C Participant shall and to pay or to reimburse the Administrative Agent the Dollar Amount Issuing Lender for its participating share of the applicable amountdrafts drawn or amounts otherwise paid thereunder, is absolute, irrevocable and unconditional and shall not be affected by any circumstances whatsoever (including, without limitation, the occurrence or continuance of any Default or Event of Default). The Administrative Agent , and that each such payment shall promptly forward such amounts to the Issuing Lenderbe made without offset, abatement, withholding or other reduction whatsoever. (b) If any amount required to be paid by any L/C Participant Participating Lender to the Administrative Agent for the account of the Issuing Lender pursuant to Section 3.10(a3.4(a) in respect of any unreimbursed portion of any payment made draft paid by the Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of the Issuing Lender within three (3) Business Days after the date such payment is due, such L/C Participant Participating Lender shall pay to the Administrative Agent Agent, for the account of the Issuing Lender Lender, on demand 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 draft is required paid to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant Participating Lender pursuant to Section 3.10(a3.4(a) is not in fact made available to the Administrative Agent Agent, for the account of the Issuing Lender Lender, by such L/C Participant Participating Lender within three (3) Business Days after the date such payment is due, the Issuing Lender shall be entitled to recover from such L/C ParticipantParticipating Lender, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Base Rate ABR Loans under the Revolving Facilityhereunder. A certificate of the Issuing Lender submitted to any L/C Participant Participating Lender with respect to any amounts owing under this Section subsection shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the Issuing Lender has made payment paid a draft under any Letter of Credit and has received from any L/C Participant Participating Lender its pro rata share of such payment in accordance with Section 3.10(a3.4(a), the Administrative Agent or the Issuing Lender receives any payment related to reimbursement on account of such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender)unreimbursed portion, or any payment of interest on account thereof, the Issuing Lender will pay to the Administrative Agent or Agent, for the Issuing account of such Participating Lender, as the case may be, will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by the Administrative Agent or the Issuing Lender, as the case may be, Lender shall be required to be returned by the Administrative Agent or the Issuing Lender, such L/C Participant Participating Lender shall return to the Administrative Agent for the account of the Issuing Lender Lender, the portion thereof previously distributed by the Administrative Agent or the Issuing Lender, as the case may be, to it.

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce By the Issuing Lender to issue Letters issuance of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in the Issuing Lender’s obligations and rights under and in respect of each a Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent upon demand of the Issuing Lender (or an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed (it being agreed that with respect amendment to a Letter of Credit in a currency other than Dollars, each L/C Participant shall pay increasing the Administrative Agent amount thereof) and without any further action on the Dollar Amount part of the applicable amount). The Administrative Agent shall promptly forward Issuing Lender or the Lenders, each Issuing Lender hereby irrevocably grants to each Lender, and each Lender hereby acquires from such amounts to the Issuing Lender, a participation in such Letter of Credit equal to such Lender’s Commitment Percentage of the aggregate amount available to be drawn under such Letter of Credit. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, or expiration, termination or cash collateralization of any Letter of Credit and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. All calculations of the Lenders’ Commitment Percentages shall be made from time to time by the Administrative Agent, which calculations shall be conclusive absent manifest error. (b) If the Borrowers fail to reimburse the applicable Issuing Lender on the due date as provided in subsection 3.5, such Issuing Lender shall notify the Administrative Agent and the Administrative Agent shall notify each Lender of the applicable L/C Disbursement, the payment then due from the Borrowers in respect thereof and such Lender’s Commitment Percentage thereof. Each Lender shall pay by wire transfer of immediately available funds to the Administrative Agent not later than 2:00 P.M., New York City time, on such date (or, if such Lender shall have received such notice later than 12:00 P.M., New York City time, on any day, not later than 11:00 A.M., New York City time, on the next succeeding Business Day), an amount equal to such Lender’s Commitment Percentage of the unreimbursed L/C Disbursement in the same manner as provided in subsection 2.2 with respect to Loans made by such Lender, and the Administrative Agent will promptly pay to the applicable Issuing Lender the amounts so received by it from the Lenders. The Administrative Agent will promptly pay to the applicable Issuing Lender any amounts received by it from the Borrowers pursuant to the above clause (a) prior to the time that any Lender makes any payment pursuant to the preceding sentence and any such amounts received by the Administrative Agent from the Borrowers thereafter will be promptly remitted by the Administrative Agent to the Lender that shall have made such payments and to such Issuing Lender, as appropriate. (c) If any Lender shall not have made its Commitment Percentage of such L/C Disbursement available to the Administrative Agent as provided above, each of such Lender and each Borrower severally agrees to pay interest on such amount, for each day from and including the date such amount is required to be paid by any L/C Participant in accordance with the foregoing to but excluding the date such amount is paid, to the Administrative Agent for the account of the applicable Issuing Lender pursuant to Section 3.10(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of the Issuing Lender within three (3) Business Days after the date such payment is due, such L/C Participant shall pay to the Administrative Agent for the account of the Issuing Lender on demand an amount equal to the product of at (i) such amountin the case of a Borrower, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.10(a) is not made available to the Administrative Agent for the account of the Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Base Rate Loans under the Revolving Facility. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive set forth in subsection 3.5(b) and (ii) in the absence case of manifest error. (c) Wheneversuch Lender, at any time after the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.10(a), the Administrative Agent or the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Administrative Agent or the Issuing Lender, as the case may be, will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received a rate determined by the Administrative Agent in accordance with banking industry rules or the Issuing Lender, as the case may be, shall be required to be returned by the Administrative Agent or the Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of the Issuing Lender the portion thereof previously distributed by the Administrative Agent or the Issuing Lender, as the case may be, to itpractices on interbank compensation.

L/C Participations. (a) The Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the each Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the each Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s own account and risk risk, an undivided interest equal to such L/C Participant’s Revolving Credit Percentage in the each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by the such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which the such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent Agent, for the account of such Issuing Lender, upon demand of at the Administrative Agent’s Payment Office (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender Lender) an amount equal to such L/C Participant’s Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed (it being agreed that with respect to a Letter of Credit in a currency other than Dollars, each L/C Participant shall pay the Administrative Agent the Dollar Amount of the applicable amount). The Administrative Agent shall promptly forward such amounts to the Issuing Lenderreimbursed. (b) If any amount required to be paid by any L/C Participant to the Administrative Agent Agent, for the account of the an Issuing Lender Lender, pursuant to Section 3.10(a3.4(a) in respect of any unreimbursed portion of any payment made by the such Issuing Lender under any Letter of Credit is not paid to the Administrative Agent for the account of the such Issuing Lender within three (3) Business Days after the date such payment is due, such Issuing Lender shall so notify the Administrative Agent, who shall notify such L/C Participant and such L/C Participant shall pay to the Administrative Agent Agent, for the account of the such Issuing Lender on demand (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.10(a3.4(a) is not made available to the Administrative Agent Agent, for the account of the such Issuing Lender Lender, by such L/C Participant within three (3) Business Days after the date such payment is due, the Administrative Agent on behalf of such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Base Rate Loans under the Revolving Credit Facility. A certificate the Administrative Agent submitted on behalf of the such Issuing Lender submitted to any L/C Participant with respect to any such amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the an Issuing Lender has made payment under any Letter of Credit and has received from the Administrative Agent or any L/C Participant its pro rata share of such payment in accordance with Section 3.10(a3.4(a), the Administrative Agent or the such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the such Issuing Lender), or any payment of interest on account thereof, the Administrative Agent or the such Issuing Lender, as the case may be, Lender will distribute to the Administrative Agent, for the account of such L/C Participant (and thereafter the Administrative Agent shall promptly pay such L/C Participant), its pro rata share thereof; provided, however, that in the event that any such payment received by the Administrative Agent or the such Issuing Lender, as the case may be, Lender shall be required to be returned by the Administrative Agent or the such Issuing Lender, such L/C Participant shall return to the Administrative Agent Agent, for the account of the such Issuing Lender (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender), the portion thereof previously distributed by the Administrative Agent or the such Issuing Lender, as the case may be, to it.

L/C Participations. (a) The Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C ParticipantRevolving A Lender, and, to induce the such Issuing Lender to issue Revolving A Letters of Credit hereunder, each L/C Participant Revolving A Lender irrevocably agrees to accept and purchase and hereby accepts and purchases from the such Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C ParticipantRevolving A Lender’s own account and risk risk, an undivided interest equal to its Revolving A Ratable Share of such L/C Participant’s Revolving Percentage in the Issuing Lender’s obligations and rights under and in respect of each Revolving A Letter of Credit issued hereunder and the amount of each draft paid by the such Issuing Lender thereunder. Each L/C Participant Revolving A Lender unconditionally and irrevocably agrees with the each Issuing Lender that, if a draft is paid under any Revolving A Letter of Credit for which the such Issuing Lender is not reimbursed in full by the Parent Borrower in accordance with the terms of this Agreement, such L/C Participant Revolving A Lender shall pay to the Administrative Agent such Issuing Lender upon demand of the at such Issuing Lender Lender’s address for notices specified herein an amount equal to such L/C ParticipantRevolving A Lender’s Revolving Percentage Ratable Share of the amount of such draft, or any part thereof, that which is not so reimbursed (it being agreed that with respect to a Letter of Credit in a currency other than Dollars, each L/C Participant shall pay the Administrative Agent the Dollar Amount of the applicable amount). The Administrative Agent shall promptly forward such amounts to the Issuing Lenderreimbursed. (b) If Each Issuing Lender irrevocably agrees to grant and hereby grants to each Revolving B Lender, and, to induce such Issuing Lender to issue Revolving B Letters of Credit hereunder, each Revolving B Lender irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions hereinafter stated, for such Revolving B Lender’s own account and risk, an undivided interest equal to its Revolving B Ratable Share of such Issuing Lender’s obligations and rights under each Revolving B Letter of Credit issued hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each Revolving B Lender unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Revolving B Letter of Credit for which such Issuing Lender is not reimbursed in full by the Parent Borrower in accordance with the terms of this Agreement, such Revolving B Lender shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such Revolving B Lender’s Ratable Share of the amount of such draft, or any part thereof, which is not so reimbursed. (c) Upon becoming aware of any amount required to be paid by any L/C Participant Revolving Credit Lender to the Administrative Agent for the account of the any Issuing Lender pursuant to Section 3.10(a3.4(a) or Section 3.4(b) in respect of any unreimbursed portion of any payment made by the such Issuing Lender under any Letter of Credit is paid Credit, the Administrative Agent shall notify each Revolving A Lender, in the case of Revolving A Letters of Credit, or each Revolving B Lender, in the case of Revolving B Letters of Credit, of the amount and due date of such required payment and such Lender shall pay to the Administrative Agent for (which, in turn shall pay such Issuing Lender) the account of amount specified on the applicable due date. If any such amount is paid to such Issuing Lender within three (3) Business Days after the date such payment is due, such L/C Participant Lender shall pay to the Administrative Agent for the account of the such Issuing Lender on demand an amount equal demand, in addition to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate as determined by the Administrative Agent during the period from and including the date such payment is required due to the date on which such payment is immediately available to the such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.10(a) is not made available to the Administrative Agent for the account of the Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Base Rate Loans under the Revolving Facility. A certificate of the any Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section 3.4(c) shall be conclusive in the absence of manifest error. With respect to payment to any Issuing Lender of the unreimbursed amounts described in this Section 3.4(c), if the relevant Revolving Credit Lenders receive notice that any such payment is due (A) prior to 1:00 p.m. (Charlotte, North Carolina time) on any Business Day, such payment shall be due that Business Day, and (B) after 1:00 p.m. (Charlotte, North Carolina time) on any Business Day, such payment shall be due on the following Business Day. No such making of any payment by a Revolving Credit Lender under Section 3.4(a) or Section 3.4(b) shall relieve or otherwise impair the obligation of the Parent Borrower to reimburse the applicable Issuing Lender for the amount of any payment made by such Issuing Lender under any Letter of Credit, together with interest as provided herein. (cd) Whenever, at any time after the any Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant Revolving Credit Lender its pro rata share Revolving A Ratable Share or Revolving B Ratable Share, as applicable, of such payment in accordance with this Section 3.10(a)3.4, the Administrative Agent or the such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Parent Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof), the Administrative Agent or the such Issuing Lender, as the case may be, Lender will distribute to such L/C Participant Revolving Credit Lender its pro rata share thereofRevolving A Ratable Share or Revolving B Ratable Share, as applicable; provided, however, that in the event that any such payment received by the Administrative Agent or the such Issuing Lender, as the case may be, Lender shall be required to be returned by the Administrative Agent or the such Issuing Lender, such L/C Participant Revolving Credit Lender shall return to the Administrative Agent for the account of the such Issuing Lender the portion thereof previously distributed by the Administrative Agent or the such Issuing Lender, as the case may be, Lender to it.

L/C Participations. (ai) The In the case of Letters of Credit issued by an Issuing Lender which is a Lender, such Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Letters of Credit 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 hereinafter stated, for such L/C Participant's own account and risk an undivided interest equal to such L/C Participant's Revolving Credit Percentage in such Issuing Lender's obligations and rights under 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 such Issuing Lender that, if a draft is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this 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 Percentage of the amount of such draft, or any part thereof, which is not so reimbursed. (ii) In the case of Letters of Credit issued by an Issuing Lender which is not a Lender, the Administrative Agent irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Administrative Agent to cause such Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing LenderAdministrative Agent, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Revolving Credit Percentage in the Issuing Lender’s Administrative Agent's obligations and rights under and in respect of each such Letter of Credit issued hereunder and the amount of each payment made by the Administrative Agent in respect of any draft paid by the such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender Administrative Agent that, if the Administrative Agent makes a payment in respect of a draft is paid under any such Letter of Credit for which the Issuing Lender Administrative Agent is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent upon demand of at the Issuing Lender Administrative Agent's address for notices specified herein an amount equal to such L/C Participant’s 's Revolving Credit Percentage of the amount of such draftpayment, or any part thereof, that which is not so reimbursed (it being agreed that with respect to a Letter of Credit in a currency other than Dollars, each L/C Participant shall pay the Administrative Agent the Dollar Amount of the applicable amount). The Administrative Agent shall promptly forward such amounts to the Issuing Lenderreimbursed. (b) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of the Issuing Lender pursuant to Section 3.10(a3.4(a) in respect of any unreimbursed portion of any payment made by the relevant Issuing Lender or the Administrative Agent, as the case may be, under any Letter of Credit is paid to the Administrative Agent for the account of the relevant Issuing Lender or the Administrative Agent, as the case may be, within three (3) Business Days after the date such payment is duedue (provided that demand for payment is received prior to 2:00 P.M., New York City time), such L/C Participant shall pay to the Administrative Agent for the account of the relevant Issuing Lender or the Administrative Agent, as the case may be, on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.10(a3.4(a) is not made available to the Administrative Agent for the account of the relevant Issuing Lender or the Administrative Agent, as the case may be, by such L/C Participant within three (3) Business Days after the date such payment is due, the such Issuing Lender or the Administrative Agent, as the case may be, shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Base Rate Loans under the Revolving Credit Facility. A certificate of the relevant Issuing Lender or the Administrative Agent submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive presumed correct in the absence of manifest error. (c) Whenever, at any time after the an Issuing Lender or the Administrative Agent has made payment under or in respect of any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.10(a3.4(a), such Issuing Lender or the Administrative Agent or the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the relevant Issuing LenderLender or the Administrative Agent, as the case may be), or any payment of interest on account thereof, such Issuing Lender or the Administrative Agent or the Issuing LenderAgent, as the case may be, will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by such Issuing Lender or the Administrative Agent or the Issuing Lender, as the case may be, shall be required to be returned by such Issuing Lender or the Administrative Agent or Agent, as the Issuing Lendercase may be, such L/C Participant shall return to such Issuing Lender or the Administrative Agent for Agent, as the account of the Issuing Lender case may be, the portion thereof previously distributed by such Issuing Lender or the Administrative Agent or the Issuing LenderAgent, as the case may be, to it.

L/C Participations. (a) The Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the such Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the such Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Revolving Credit Commitment Percentage from time to time in the effect in such Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by the such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the such Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which the such Issuing Lender is not reimbursed in full by the relevant Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent such Issuing Lender upon demand of the at such Issuing Lender Lender's address for notices specified herein an amount equal to such L/C Participant’s 's then Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed (it being agreed that with respect reimbursed; PROVIDED that, if such demand is made prior to 12:00 Noon, New York City time, on a Letter of Credit in a currency other than DollarsBusiness Day, each such L/C Participant shall pay the Administrative Agent the Dollar Amount of the applicable amount). The Administrative Agent shall promptly forward make such amounts payment to such Issuing Lender prior to the Issuing Lenderend of such Business Day and otherwise such L/C Participant shall make such payment on the next succeeding Business Day. (b) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of the an Issuing Lender pursuant to Section 3.10(aparagraph 3.4(a) in respect of any unreimbursed portion of any payment made by the such Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of the such Issuing Lender within three (3) Business Days after the date such payment is due, such L/C Participant shall pay to the Administrative Agent for the account of the such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate funds rate, as quoted by such Issuing Lender, during the period from and including the date such payment is required to the date on which such payment is immediately available to the such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.10(aparagraph 3.4(a) is not in fact made available to the Administrative Agent for the account of the such Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, the such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Base Rate ABR Loans under the Revolving Facilityhereunder. A certificate of the an Issuing Lender submitted to any L/C Participant with respect to any amounts owing to such Issuing Lender under this Section subsection shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the an Issuing Lender has made payment under any Letter of Credit issued by it and has received from any L/C Participant its pro rata share Revolving Credit Commitment Percentage of such payment in accordance with Section 3.10(asubsection 3.4(a), the Administrative Agent or the 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 the such Issuing Lender), or any payment of interest on account thereof, the Administrative Agent or the such Issuing Lender, as the case may be, Lender will promptly distribute to such L/C Participant its pro rata share Revolving Credit Commitment Percentage thereof; providedPROVIDED, howeverHOWEVER, that in the event that any such payment received by such Issuing Lender and distributed to the Administrative Agent or the Issuing Lender, as the case may be, L/C Participants shall be required to be returned by the Administrative Agent or the such Issuing Lender, each such L/C Participant shall return to the Administrative Agent for the account of the such Issuing Lender the portion thereof previously distributed by the Administrative Agent or the such Issuing Lender, as the case may be, Lender to it.

L/C Participations. (a) The Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the such Issuing Lender to issue Letters of Credit hereunderCredit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent upon demand of the Issuing Lender an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed (it being agreed that with respect to a Letter of Credit in a currency other than Dollars, each L/C Participant shall pay the Administrative Agent the Dollar Amount of the applicable amount). The Administrative Agent shall promptly forward such amounts to the Issuing Lender.each (b) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of the Issuing Lender pursuant to Section 3.10(a) in respect The designation of any unreimbursed portion of any payment made Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of the Issuing Lender within three (3) Business Days after Parent Borrower therein, at the date such payment is due, such L/C Participant shall pay to the Administrative Agent for the account of the Issuing Lender on demand designation in an amount equal to the product fair market value of the Parent Borrower’s investment therein as determined in good faith by the board of directors of the Parent Borrower. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall, at the time of such designation, constitute the incurrence of any Indebtedness of or Liens on such Subsidiary existing at such time. Upon a redesignation of any Subsidiary as a Restricted Subsidiary, the Investments of the Parent Borrower in Unrestricted Subsidiaries shall be reduced by the fair market value of the Parent Borrower’s Investment in such Subsidiary at the time of such redesignation (as determined in good faith by the board of directors of the Parent Borrower) (it being understood that such reduction shall not exceed the Parent Borrower’s initial Investment in such Subsidiary, less returns on such Investment received by the Parent Borrower). Any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the board of directors of the Parent Borrower. (c) If, as of the last day of any Reference Period ended after the Amendment and Restatement Effective Date, Unrestricted Subsidiaries have, in the aggregate, (i) total assets at such amount, times day equal to or greater than 7.5% of the Consolidated Total Assets of the Parent Borrower and its Subsidiaries at such date or (ii) revenues during such Reference Period equal to or greater than 7.5% of the daily average Federal Funds Effective Rate during consolidated revenues of the period from Parent Borrower and including its Subsidiaries for such period, in each case determined in accordance with GAAP, then the date such payment is required Parent Borrower shall, no later than five Business Days subsequent to the date on which financial statements for such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such fiscal period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant are delivered pursuant to Section 3.10(a) is not made available this Agreement, designate in writing to the Administrative Agent for the account of the Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Base Rate Loans under the Revolving Facility. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share one or more of such payment Unrestricted Subsidiaries as Restricted Subsidiaries in accordance with Section 3.10(a6.13(a) such that, following such designation(s), the Administrative Agent or the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwiseUnrestricted Subsidiaries have, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Administrative Agent or the Issuing Lender, as the case may be, will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any aggregate (i) total assets at the last day of such payment received by the Administrative Agent or the Issuing Lender, as the case may be, shall be required to be returned by the Administrative Agent or the Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account Reference Period of less than 7.5% of the Issuing Lender Consolidated Total Assets of the portion thereof previously distributed by Parent Borrower and its Subsidiaries at such date and (ii) total revenues during such Reference Period of less than 7.5% of the Administrative Agent or consolidated revenues of the Issuing LenderParent Borrower and its Subsidiaries for such period, as the in each case may be, to itdetermined in accordance with GAAP.

L/C Participations. (a) The Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the such Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the such Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in the such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the each Issuing Lender that, if a draft is paid under any Letter of Credit for which the such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender upon demand of the such Issuing Lender an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed (it being agreed that with respect to a Letter of Credit in a currency other than Dollars, each L/C Participant shall pay and the Administrative Agent the Dollar Amount of the applicable amount). The Administrative Agent shall promptly forward such amounts to the such Issuing Lender. (b) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of the any Issuing Lender pursuant to Section 3.10(a) in respect of any unreimbursed portion of any payment made by the such Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of the such Issuing Lender within three (3) Business Days after the date such payment is due, such L/C Participant shall pay to the Administrative Agent for the account of the such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.10(a) is not made available to the Administrative Agent for the account of the any Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, the such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Base Rate Loans under the Revolving Facility. A certificate of the any Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the any Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.10(a), the Administrative Agent or the any Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the such Issuing Lender), or any payment of interest on account thereof, the Administrative Agent or the such Issuing Lender, as the case may be, will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that if any such payment received by the Administrative Agent or the such Issuing Lender, as the case may be, shall be required to be returned by the Administrative Agent or the such Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of the such Issuing Lender the portion thereof previously distributed by the Administrative Agent or the Issuing Lender, as the case may be, to itsuch L/C Participant.

L/C Participations. (a) The Each Issuing Lender irrevocably agrees to grant and hereby grants to each U.S. Facility L/C Participant or Canadian Facility L/C Participant, as applicable, and, to induce the Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the applicable Issuing Lender, without recourse or warranty, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s U. S. Facility Revolving Credit Loan Commitment Percentage or Canadian Facility Commitment Percentage, as applicable, (determined on the date of issuance of the relevant Letter of Credit) in the such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and or continued hereunder, the amount of each draft paid by the such Issuing Lender thereunderthereunder and the obligations of the applicable Borrowers under this Agreement with respect thereto (although L/C Fees and related commissions shall be payable directly to the Administrative Agent or the Canadian Agent, as applicable, for the account of the applicable Issuing Lender and L/C Participants, as provided in Section 3.3 and the L/C Participants shall have no right to receive any portion of any facing fees with respect to any such Letters of Credit) and any security therefor or guaranty pertaining thereto; provided that, on the Tranche A Termination Date, the aggregate amount of participations in Letters of Credit held by the Tranche A Lenders will automatically be reallocated among the Tranche B U.S. Facility Lenders and Tranche B Canadian Facility Lenders pro rata in accordance with such Tranche B U.S. Facility Lenders’ U.S. Facility Commitment Percentage or such Tranche B Canadian Facility Lenders’ Canadian Facility Commitment Percentage, as applicable (in each case calculated without regard to the Tranche A Commitments) but only to the extent that such reallocation does not cause the Individual Lender Exposure of any Tranche B Lender to exceed its Commitment after giving effect to any Extension of Credit, any repayment of any Loan and any maturity of any Letter of Credit on such date. Each L/C Participant unconditionally and irrevocably agrees with the such Issuing Lender that, if a draft is paid under any Letter of Credit for which the such Issuing Lender is not reimbursed in full by the applicable Borrower in respect of such Letter of Credit in accordance with the terms of this AgreementSection 3.5(a), such L/C Participant shall pay to the Administrative Agent such Issuing Lender upon demand (which demand, in the case of any demand made in respect of any draft under a L/C denominated in any Designated Foreign Currency, shall not be made prior to the date that the amount of such draft shall be converted into Dollars in accordance with Section 3.5(a)) at such Issuing Lender Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving U.S. Facility Commitment Percentage or Canadian Facility Commitment Percentage, as applicable, of the amount of such draft, or any part thereof, that which is not so reimbursed (it being agreed reimbursed; provided that with respect to a Letter nothing in this paragraph shall relieve such Issuing Lender of Credit in a currency any liability resulting from the gross negligence or willful misconduct of such Issuing Lender, or otherwise affect any defense or other than Dollars, each right that any L/C Participant may have as a result of such gross negligence or willful misconduct. All calculations of an L/C Participants’ Commitment Percentages shall pay be made from time to time by the Administrative Agent the Dollar Amount of the applicable amount). The Administrative Agent Agent, which calculations shall promptly forward such amounts to the Issuing Lenderbe conclusive absent manifest error. (b) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of the an Issuing Lender on demand by such Issuing Lender pursuant to Section 3.10(asubsection 3.4(a) in respect of any unreimbursed portion of any payment made by the such Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of the such Issuing Lender within three (3) Business Days after the date such payment demand is duemade, such L/C Participant shall pay to the Administrative Agent for the account of the such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate (or, in the case of a Canadian Facility Lender, the interbank rate customarily charged by the Canadian Agent) during the period from and including the date such payment is required to the date on which such payment is immediately available to the such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.10(asubsection 3.4(a) is not in fact made available to the Administrative Agent for the account of the such Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, the such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon (with interest based on the Dollar Equivalent of any amounts denominated in Canadian Dollars or Designated Foreign Currencies) calculated from such due date at the rate per annum applicable to Base Revolving Credit Loans maintained as ABR Loans accruing interest at the ABR Rate Loans under the Revolving Facilityhereunder. A certificate of the an 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. Notwithstanding anything to the contrary contained in this Agreement, in the event a L/C Participant becomes a Defaulting Lender, then the Individual L/C Exposure of such Defaulting Lender will automatically be reallocated among the L/C Participants that are Non-Defaulting Lenders pro rata in accordance with such Non-Defaulting Lenders’ U.S. Facility Commitment Percentage or Canadian Facility Commitment Percentage, as applicable (calculated without regard to the Commitment of the Defaulting Lender) but only to the extent that such reallocation does not cause the Individual Lender Exposure of any Non-Defaulting Lender to exceed the Commitment of such Non-Defaulting Lender. If such reallocation cannot, or can only partially be effected, the Borrowers shall, within three Business Days after written notice from the Administrative Agent, pay to the Administrative Agent or the Canadian Agent, as applicable, an amount of cash and/or Cash Equivalents equal to such Defaulting Lender’s U.S. Facility Commitment Percentage or Canadian Facility Commitment Percentage (calculated as in effect immediately prior to it becoming a Defaulting Lender) of the L/C Obligations (after giving effect to any partial reallocation pursuant to the first sentence of this Section 3.4(b)) to be held as security for all obligations of the Borrowers to the Issuing Lenders hereunder in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative Agent. So long as there is a Defaulting Lender, an Issuing Lender shall not be required to issue any Letter of Credit where the sum of the Non-Defaulting Lenders’ U.S. Facility Commitment Percentage or Canadian Facility Commitment Percentage, as applicable, of the outstanding Loans and their participations in Letters of Credit after giving effect to any such requested Letter of Credit would exceed (such excess, the “L/C Shortfall”) the aggregate Commitments of such Non-Defaulting Lenders, unless the Borrowers shall pay to the Administrative Agent or the Canadian Agent, as applicable, an amount of cash and/or Cash Equivalents equal to the amount of the L/C Shortfall, such cash and/or Cash Equivalents to be held as security for all obligations of the Borrowers to the Issuing Lenders hereunder in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative Agent. Any portion of the Individual L/C Exposure of any Defaulting Lender that is fully cash collateralized pursuant to this Section 3.4(b) shall be disregarded in calculating any fees payable pursuant to the first sentence of Section 3.3(a). (c) Whenever, at any time after the an Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.10(a3.4(a), the Administrative Agent or the such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the a Borrower in respect of such Letter of Credit or otherwise, including proceeds of collateral Collateral applied thereto by the such Issuing Lender), or any payment of interest on account thereof, the Administrative Agent or the such Issuing LenderLender will, as the case may beif such payment is received prior to 1:00 P.M., will 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 such Issuing Lender will distribute such payment on the next succeeding Business Day; provided, however, that in the event that any such payment received by the Administrative Agent or the an Issuing Lender, as the case may be, Lender shall be required to be returned by the Administrative Agent or the such Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of the such Issuing Lender the portion thereof previously distributed by the Administrative Agent or the such Issuing Lender, as the case may be, Lender to it. (d) For the avoidance of doubt, the Dollar Equivalent of any U.S. Facility L/C Obligations denominated in any Designated Foreign Currency shall be calculated from time to time in accordance with the applicable provisions of the definition of “U.S. Facility L/C Obligations”, and any reimbursement payments required to be made in accordance with Section 3.4(a) by the L/C Participants in respect of any such U.S. Facility L/C Obligations shall be made in Dollars as calculated by the relevant Issuing Lender in accordance with Section 3.5(a).

L/C Participations. (ai) The In the case of Letters of Credit ------------------ issued by an Issuing Lender which is a Lender, such Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Letters of Credit 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 hereinafter stated, for such L/C Participant's own account and risk an undivided interest equal to such L/C Participant's Revolving Credit Percentage in such Issuing Lender's obligations and rights under 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 such Issuing Lender that, if a draft is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this 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 Percentage of the amount of such draft, or any part thereof, which is not so reimbursed. (ii) In the case of Letters of Credit issued by an Issuing Lender which is not a Lender, the Administrative Agent irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Administrative Agent to cause such Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing LenderAdministrative Agent, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Revolving Credit Percentage in the Issuing Lender’s Administrative Agent's obligations and rights under and in respect of each such Letter of Credit issued hereunder and the amount of each payment made by the Administrative Agent in respect of any draft paid by the such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender Administrative Agent that, if the Administrative Agent makes a payment in respect of a draft is paid under any such Letter of Credit for which the Issuing Lender Administrative Agent is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent upon demand of at the Issuing Lender Administrative Agent's address for notices specified herein an amount equal to such L/C Participant’s 's Revolving Credit Percentage of the amount of such draftpayment, or any part thereof, that which is not so reimbursed (it being agreed that with respect to a Letter of Credit in a currency other than Dollars, each L/C Participant shall pay the Administrative Agent the Dollar Amount of the applicable amount). The Administrative Agent shall promptly forward such amounts to the Issuing Lenderreimbursed. (b) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of the Issuing Lender pursuant to Section 3.10(a3.4(a) in respect of any unreimbursed portion of any payment made by the relevant Issuing Lender or the Administrative Agent, as the case may be, under any Letter of Credit is paid to the Administrative Agent for the account of the relevant Issuing Lender or the Administrative Agent, as the case may be, within three (3) Business Days after the date such payment is duedue (provided that demand for payment is received prior to 2:00 P.M., New York City time), such L/C Participant shall pay to the Administrative Agent for the account of the relevant Issuing Lender or the Administrative Agent, as the case may be, on demand an amount equal to the product of (i) such amount, times (ii) ii the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing Lender, times (iii) ii a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.10(a3.4(a) is not made available to the Administrative Agent for the account of the relevant Issuing Lender or the Administrative Agent, as the case may be, by such L/C Participant within three (3) Business Days after the date such payment is due, the such Issuing Lender or the Administrative Agent, as the case may be, shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Base Rate Loans under the Revolving Credit Facility. A certificate of the relevant Issuing Lender or the Administrative Agent submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive presumed correct in the absence of manifest error. (c) Whenever, at any time after the an Issuing Lender or the Administrative Agent has made payment under or in respect of any Letter of Credit and has received from any L/C Participant its pro rata share of such --- ---- payment in accordance with Section 3.10(a3.4(a), such Issuing Lender or the Administrative Agent or the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the relevant Issuing LenderLender or the Administrative Agent, as the case may be), or any payment of interest on account thereof, such Issuing Lender or the Administrative Agent or the Issuing LenderAgent, as the case may be, will distribute to such L/C Participant its pro rata share thereof; provided, however, that in --- ---- -------- ------- the event that any such payment received by such Issuing Lender or the Administrative Agent or the Issuing Lender, as the case may be, shall be required to be returned by such Issuing Lender or the Administrative Agent or Agent, as the Issuing Lendercase may be, such L/C Participant shall return to such Issuing Lender or the Administrative Agent for Agent, as the account of the Issuing Lender case may be, the portion thereof previously distributed by such Issuing Lender or the Administrative Agent or the Issuing LenderAgent, as the case may be, to it.

L/C Participations. (a) The Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the each Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the each Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk risk, an undivided interest equal to such L/C Participant’s 's Revolving Credit Percentage in the each Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by the such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which the such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay upon demand to the Administrative Agent upon demand (for the account of such Issuing Lender) at the Administrative Agent's address for notices specified herein, and the Administrative Agent shall promptly thereafter pay to such Issuing Lender Lender, an amount equal to such L/C Participant’s 's Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed (it being agreed that with respect to a Letter of Credit in a currency other than Dollars, each L/C Participant shall pay the Administrative Agent the Dollar Amount of the applicable amount). The Administrative Agent shall promptly forward such amounts to the Issuing Lenderreimbursed. (b) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of the an Issuing Lender pursuant to Section 3.10(a3.4(a) in respect of any unreimbursed portion of any payment made by the such Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of the such Issuing Lender within three (3) Business Days after the date such payment is due, such Issuing Lender shall so notify the Administrative Agent who shall promptly notify such L/C Participant and such L/C Participant shall pay upon demand to the Administrative Agent (for the account of such Issuing Lender), and the Administrative Agent shall promptly thereafter pay to such Issuing Lender on demand Lender, an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.10(a3.4(a) is not made available to the Administrative Agent for the account of the such Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, the Administrative Agent on behalf of such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Base Rate Loans under the Revolving Credit Facility. A certificate of the Administrative Agent submitted on behalf of any Issuing Lender submitted to any L/C Participant with respect to any such amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the an Issuing Lender has made payment under any Letter of Credit and has received from the Administrative Agent any L/C Participant its pro rata share of such payment in accordance with Section 3.10(a3.4(a), the Administrative Agent or the such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to the Administrative Agent or for the Issuing Lenderaccount of such L/C Participant, as and the case may be, will distribute Administrative Agent shall promptly thereafter pay to such L/C Participant Participant, its pro rata share thereof; provided, however, that in the event that any such payment received by the Administrative Agent or the such Issuing Lender, as the case may be, Lender shall be required to be returned by the Administrative Agent or the such Issuing Lender, such L/C Participant shall return to the Administrative Agent (for the account of such Issuing Lender), and the Administrative Agent shall promptly thereafter pay to such Issuing Lender Lender, the portion thereof previously distributed by the Administrative Agent or the such Issuing Lender, as the case may be, to itLender and received by such L/C Participant.

L/C Participations. (a) The Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the each Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the each Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk risk, an undivided interest equal to such L/C Participant’s 's Revolving Credit Percentage in the each Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by the such Issuing Lender thereunder. Each L/C 38 Participant unconditionally and irrevocably agrees with the each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which the such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay upon demand to the Administrative Agent upon demand (for the account of such Issuing Lender) at the Administrative Agent's address for notices specified herein, and the Administrative Agent shall promptly thereafter pay to such Issuing Lender Lender, an amount equal to such L/C Participant’s 's Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed (it being agreed that with respect to a Letter of Credit in a currency other than Dollars, each L/C Participant shall pay the Administrative Agent the Dollar Amount of the applicable amount). The Administrative Agent shall promptly forward such amounts to the Issuing Lenderreimbursed. (b) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of the an Issuing Lender pursuant to Section 3.10(a3.4(a) in respect of any unreimbursed portion of any payment made by the such Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of the such Issuing Lender within three (3) Business Days after the date such payment is due, such Issuing Lender shall so notify the Administrative Agent who shall promptly notify such L/C Participant and such L/C Participant shall pay upon demand to the Administrative Agent (for the account of such Issuing Lender), and the Administrative Agent shall promptly thereafter pay to such Issuing Lender on demand Lender, an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.10(a3.4(a) is not made available to the Administrative Agent for the account of the such Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, the Administrative Agent on behalf of such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Base Rate Loans under the Revolving Credit Facility. A certificate of the Administrative Agent submitted on behalf of any Issuing Lender submitted to any L/C Participant with respect to any such amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the an Issuing Lender has made payment under any Letter of Credit and has received from the Administrative Agent any L/C Participant its pro rata share of such payment in accordance with Section 3.10(a3.4(a), the Administrative Agent or the such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to the Administrative Agent or for the Issuing Lenderaccount of such L/C Participant, as and the case may be, will distribute Administrative Agent shall promptly thereafter pay to such L/C Participant Participant, its pro rata share thereof; provided, however, that in the event that any such payment received by the Administrative Agent or the such Issuing Lender, as the case may be, Lender shall be required to be returned by the Administrative Agent or the such Issuing Lender, such L/C Participant shall return to the Administrative Agent (for the account of such Issuing Lender), and the Administrative Agent shall promptly thereafter pay to such Issuing Lender Lender, the portion thereof previously distributed by the Administrative Agent or the such Issuing Lender, as the case may be, to itLender and received by such L/C Participant.

L/C Participations. (a) The 3.4.1. Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C ParticipantRevolving A Lender, and, to induce the such Issuing Lender to issue Revolving A Letters of Credit hereunder, each L/C Participant Revolving A Lender irrevocably agrees to accept and purchase and hereby accepts and purchases from the such Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C ParticipantRevolving A Lender’s own account and risk risk, an undivided interest equal to its Revolving A Ratable Share of such L/C Participant’s Revolving Percentage in the Issuing Lender’s obligations and rights under and in respect of each Revolving A Letter of Credit issued hereunder and the amount of each draft paid by the such Issuing Lender thereunder. Each L/C Participant Revolving A Lender unconditionally and irrevocably agrees with the each Issuing Lender that, if a draft is paid under any Revolving A Letter of Credit for which the such Issuing Lender is not reimbursed in full by the Parent Borrower in accordance with the terms of this Agreement, such L/C Participant Revolving A Lender shall pay to the Administrative Agent such Issuing Lender upon demand of the at such Issuing Lender Lender’s address for notices specified herein an amount equal to such L/C ParticipantRevolving A Lender’s Revolving Percentage Ratable Share of the amount of such draft, or any part thereof, that which is not so reimbursed (it being agreed that with respect reimbursed. 3.4.2. Each Issuing Lender irrevocably agrees to a grant and hereby grants to each Revolving B Lender, and, to induce such Issuing Lender to issue Revolving B Letters of Credit hereunder, each Revolving B Lender irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions hereinafter stated, for such Revolving B Lender’s own account and risk, an undivided interest equal to its Revolving B Ratable Share of such Issuing Lender’s obligations and rights under each Revolving B Letter of Credit issued hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each Revolving B Lender unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Revolving B Letter of Credit for which such Issuing Lender is not reimbursed in a currency other than Dollarsfull by the Parent Borrower in accordance with the terms of this Agreement, each L/C Participant such Revolving B Lender shall pay the Administrative Agent the Dollar Amount to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such Revolving B Lender’s Ratable Share of the applicable amount). The Administrative Agent shall promptly forward amount of such amounts to the Issuing Lenderdraft, or any part thereof, which is not so reimbursed. (b) If 3.4.3. Upon becoming aware of any amount required to be paid by any L/C Participant Lender to the Administrative Agent for the account of the any Issuing Lender pursuant to Section 3.10(a) 3.4.1 or Section 3.4.2 in respect of any unreimbursed portion of any payment made by the such Issuing Lender under any Letter of Credit Credit, the Administrative Agent shall notify each Revolving A Lender, in the case of Revolving A Letters of Credit, or each Revolving B Lender, in the case of Revolving B Letters of Credit, of the amount and due date of such required payment and such Lender shall pay to such Issuing Lender the amount specified on the applicable due date. If any such amount is paid to the Administrative Agent for the account of the such Issuing Lender within three (3) Business Days after the date such payment is due, such L/C Participant Lender shall pay to the Administrative Agent for the account of the such Issuing Lender on demand an amount equal demand, in addition to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate as determined by the Administrative Agent during the period from and including the date such payment is required due to the date on which such payment is immediately available to the such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.10(a) is not made available to the Administrative Agent for the account of the Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Base Rate Loans under the Revolving Facility. A certificate of the any Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section 3.4.3 shall be conclusive in the absence of manifest error. With respect to payment to any Issuing Lender of the unreimbursed amounts described in this Section 3.4.3, if the relevant Lenders receive notice that any such payment is due (A) prior to 1:00 p.m. (Charlotte, North Carolina time) on any Business Day, such payment shall be due that Business Day, and (B) after 1:00 p.m. (Charlotte, North Carolina time) on any Business Day, such payment shall be due on the following Business Day. (c) 3.4.4. Whenever, at any time after the any Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share Lender the Revolving A Ratable Share or Revolving B Ratable Share, as applicable, of such payment in accordance with this Section 3.10(a)3.4, the Administrative Agent or the such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Parent Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof), the Administrative Agent or the such Issuing Lender, as the case may be, Lender will distribute to such L/C Participant Lender its pro rata share thereofRevolving A Ratable Share or Revolving B Ratable Share, as applicable; provided, however, that in the event that any such payment received by the Administrative Agent or the such Issuing Lender, as the case may be, Lender shall be required to be returned by the Administrative Agent or the such Issuing Lender, such L/C Participant Lender shall return to the Administrative Agent for the account of the such Issuing Lender the portion thereof previously distributed by the Administrative Agent or the such Issuing Lender, as the case may be, Lender to it.

L/C Participations. (a) The (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the such Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the such Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in the such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the each Issuing Lender that, if a draft is paid under any Letter of Credit for which the such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender upon demand of the such Issuing Lender an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed (it being agreed that with respect to a Letter of Credit in a currency other than Dollars, each L/C Participant shall pay and the Administrative Agent the Dollar Amount of the applicable amount). The Administrative Agent shall promptly forward such amounts to the such Issuing Lender. (b) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of the any Issuing Lender pursuant to Section 3.10(a) in respect of any unreimbursed portion of any payment made by the such Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of the such Issuing Lender within three (3) Business Days after the date such payment is due, such L/C Participant shall pay to the Administrative Agent for the account of the such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.10(a) is not made available to the Administrative Agent for the account of the any Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, the such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Base Rate Loans under the Revolving Facility. A certificate of the any Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the any Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.10(a), the Administrative Agent or the any Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the such Issuing Lender), or any payment of interest on account thereof, the Administrative Agent or the such Issuing Lender, as the case may be, will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that if any such payment received by the Administrative Agent or the such Issuing Lender, as the case may be, shall be required to be returned by the Administrative Agent or the such Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of the such Issuing Lender the portion thereof previously distributed by the Administrative Agent or the Issuing Lender, as the case may be, to itsuch L/C Participant.

L/C Participations. (a) The Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the each Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases purchases, without recourse or warranty, from the each Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk risk, an undivided interest equal to such L/C Participant’s Revolving 's Percentage in the each Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by the such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which the such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender upon demand of at such Issuing Lender's address for notices specified herein (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender Lender) an amount equal to such L/C Participant’s Revolving 's Percentage of the amount of such draft, or any part thereof, that is not so reimbursed (it being agreed that with respect to a Letter of Credit in a currency other than Dollars, each L/C Participant shall pay the Administrative Agent the Dollar Amount of the applicable amount). The Administrative Agent shall promptly forward such amounts to the Issuing Lenderreimbursed. (b) If any amount (a "Participation Amount") required to be paid by any L/C Participant to the Administrative Agent for the account of the an Issuing Lender pursuant to Section 3.10(a3.4(a) in respect of any unreimbursed portion of any payment made by the such Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of the such Issuing Lender within three (3) Business Days after the date such payment is due, such Issuing Lender shall so notify the Administrative Agent (which shall notify the L/C Participants), and each L/C Participant shall pay to the Administrative Agent Agent, for the account of the such Issuing Lender Lender, on demand (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) an amount equal to the product of (i) such amountParticipation Amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount Participation Amount required to be paid by any L/C Participant pursuant to Section 3.10(a3.4(a) is not made available to the Administrative Agent for the account of the relevant Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, the Administrative Agent on behalf of such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount Participation Amount with interest thereon calculated from such due date at the rate per annum applicable to Base Rate Loans under the Revolving FacilityLoans. A certificate of the Administrative Agent on behalf of an Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the an Issuing Lender has made payment under any Letter of Credit and has received from the Administrative Agent any L/C Participant Participant's its pro rata share of such payment in accordance with Section 3.10(a3.4(a), the Administrative Agent or the such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to the Administrative Agent or for the Issuing Lender, as account of such L/C Participant (and thereafter the case may be, Administrative Agent will promptly distribute to such L/C Participant Participant) its pro rata share thereof; provided, however, that in the event that any such payment received by the Administrative Agent or the such Issuing Lender, as the case may be, Lender shall be required to be returned by the Administrative Agent or the such Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of the such Issuing Lender (and thereafter the Administrative Agent shall promptly return to such Issuing Lender) the portion thereof previously distributed by the Administrative Agent or the such Issuing Lender, as the case may be, to it.

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue cause Letters of Credit to be issued hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent Agent, for the account of the Issuing Lender, upon demand of the Issuing Lender an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed (it being agreed that with respect to a Letter of Credit in a currency other than Dollars, each L/C Participant shall pay the Administrative Agent the Dollar Amount of the applicable amount)reimbursed. The Administrative Agent shall promptly forward such amounts to the Issuing Lender. (b) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of the Issuing Lender pursuant to Section 3.10(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of the Issuing Lender within three (3) Business Days after the date such payment is due, such L/C Participant shall pay to 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 Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.10(a) is not made available to the Administrative Agent for the account of the Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum then applicable to Base Rate Loans under the Revolving Facility. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.10(a), the Administrative Agent or the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Administrative Agent or the Issuing Lender, as the case may be, will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by the Administrative Agent or the Issuing Lender, as the case may be, shall be required to be returned by the Administrative Agent or the Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of the Issuing Lender the portion thereof previously distributed by the Administrative Agent or the Issuing Lender, as the case may be, to it.

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce By the Issuing Lender to issue Letters issuance of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in the Issuing Lender’s obligations and rights under and in respect of each a Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent upon demand of the Issuing Lender (or an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed (it being agreed that with respect amendment to a Letter of Credit in a currency other than Dollars, each L/C Participant shall pay increasing the Administrative Agent amount thereof) and without any further action on the Dollar Amount part of the applicable amount). The Administrative Agent shall promptly forward Issuing Lender or the Lenders, each Issuing Lender hereby irrevocably grants to each Lender, and each Lender hereby acquires from such amounts to the Issuing Lender, a participation in such Letter of Credit (including each Existing Letter of Credit) equal to such Lender’s Commitment Percentage of the aggregate amount available to be drawn under such Letter of Credit. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, or expiration, termination or cash collateralization of any Letter of Credit and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. All calculations of the Lenders’ Commitment Percentages shall be made from time to time by the Administrative Agent, which calculations shall be conclusive absent manifest error. (b) If the Borrowers fail to reimburse the applicable Issuing Lender on the due date as provided in Subsection 3.5, such Issuing Lender shall notify the Administrative Agent and the Administrative Agent shall notify each Lender of the applicable L/C Disbursement, the payment then due from the Borrowers in respect thereof and such Lender’s Commitment Percentage thereof. Each Lender shall pay by wire transfer of immediately available funds to the Administrative Agent not later than 2:00 P.M., New York City time, on such date (or, if such Lender shall have received such notice later than 12:00 P.M., New York City time, on any day, not later than 11:00 A.M., New York City time, on the next succeeding Business Day), the Dollar Equivalent of an amount equal to such Lender’s Commitment Percentage of the unreimbursed L/C Disbursement in the same manner as provided in Subsection 2.2 with respect to Loans made by such Lender, and the Administrative Agent will promptly pay to the applicable Issuing Lender the amounts so received by it from the Lenders. The Administrative Agent will promptly pay to the applicable Issuing Lender any amounts received by it from the Borrowers pursuant to the above clause (a) prior to the time that any Lender makes any payment pursuant to the preceding sentence and any such amounts received by the Administrative Agent from the Borrowers thereafter will be promptly remitted by the Administrative Agent to the Lender that shall have made such payments and to such Issuing Lender, as appropriate. (c) If any Lender shall not have made its Commitment Percentage of such L/C Disbursement available to the Administrative Agent as provided above, each of such Lender and each Borrower severally agrees to pay interest on such amount, for each day from and including the date such amount is required to be paid by any L/C Participant in accordance with the foregoing to but excluding the date such amount is paid, to the Administrative Agent for the account of the applicable Issuing Lender pursuant to Section 3.10(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of the Issuing Lender within three (3) Business Days after the date such payment is due, such L/C Participant shall pay to the Administrative Agent for the account of the Issuing Lender on demand an amount equal to the product of at (i) such amountin the case of Borrower, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.10(a) is not made available to the Administrative Agent for the account of the Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Base Rate Loans under the Revolving Facility. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive set forth in Subsection 3.5(b) and (ii) in the absence case of manifest error. (c) Wheneversuch Lender, at any time after the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.10(a), the Administrative Agent or the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Administrative Agent or the Issuing Lender, as the case may be, will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received a rate determined by the Administrative Agent in accordance with banking industry rules or the Issuing Lender, as the case may be, shall be required to be returned by the Administrative Agent or the Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of the Issuing Lender the portion thereof previously distributed by the Administrative Agent or the Issuing Lender, as the case may be, to itpractices on interbank compensation.

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C ParticipantParticipant under the applicable Facility, and, to induce the Issuing Lender to issue Letters of Credit hereunder, each L/C Participant under the applicable Facility irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage (in the case of Revolving Letters of Credit) or such L/C Participant’s Tranche B-1 Percentage (in the case of Tranche B-1 Letters of Credit) in the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder under a Facility and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant under a Facility unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit issued under such Facility for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, Agreement (i) such L/C Participant shall pay to the Administrative Agent Issuing Lender upon demand of at the Issuing Lender Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed (it being agreed that with respect to a Letter reimbursed, in the case of Revolving Letters of Credit in a currency other than Dollars, each and (ii) such L/C Participant shall pay hereby irrevocably authorizes the Administrative Agent the Dollar Amount of the applicable amount). The Administrative Agent shall promptly forward to make available to such amounts to Issuing Lender upon demand at the Issuing Lender’s address for notices specified herein such L/C Participant’s Tranche B-1 Percentage of the amount of such draft, or any part thereof, that is not so reimbursed from amounts on deposit in such Tranche B-1 Lender’s Tranche B-1 Credit Linked Account (whether or not the conditions to borrowing set forth in Section 5.2 are satisfied). (b) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of the Issuing Lender pursuant to Section 3.10(a3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Revolving Letter of Credit is paid to the Administrative Agent for the account of the Issuing Lender within three (3) Business Days after the date such payment is due, such L/C Participant shall pay to 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 Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.10(a3.4(a) is not made available to the Administrative Agent for the account of the Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Base Rate ABR Loans under the Revolving Facility. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.10(a3.4(a), the Administrative Agent or the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Administrative Agent or the Issuing LenderLender will (i) if such payment is with respect to a Revolving Letter of Credit, as the case may be, will distribute to such L/C Participant its pro rata share thereofthereof and (ii) if such payment is with respect to a Tranche B-1 Letter of Credit, return to each Tranche B-1 Lender its pro rata share thereof by deposit into its Tranche B-1 Credit Linked Account; provided, however, that in the event that any such payment received by the Administrative Agent or the Issuing Lender, as the case may be, Lender shall be required to be returned by the Administrative Agent or the Issuing Lender, (A) if such Letter of Credit is a Revolving Letter of Credit, such L/C Participant shall return to the Administrative Agent for the account of the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it and (B) if such Letter of Credit is a Tranche B-1 Letter of Credit, the Tranche B-1 Lenders hereby irrevocably authorize the Administrative Agent or to make available to such Issuing Lender the portion thereof previously distributed to the Issuing Lender from amounts on deposit in such Tranche B-1 Lender, as the case may be, to it’s Tranche B-1 Credit Linked Account.

L/C Participations. (a) The Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the each Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the each Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s own account and risk risk, a participation interest as described below. Each L/C Participant shall be deemed to have irrevocably accepted and purchased from such Issuing Lender and hereby accepts and purchases from each Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk, an undivided interest equal to such L/C Participant’s Revolving Credit Percentage in the each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by the such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which the such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent Agent, for the account of such Issuing Lender, upon demand of at the Administrative Agent’s Payment Office (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender Lender) an amount equal to such L/C Participant’s Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed (reimbursed. Upon any change in the respective Revolving Credit Commitments or Revolving Credit Percentages of the Lenders pursuant to the terms hereof, it being is hereby agreed that that, with respect to a Letter all such outstanding Letters of Credit and, in a currency other than Dollarseach case, each L/C Participant any related Payment Amounts, there shall pay be an automatic adjustment to the Administrative Agent participations pursuant to this Section 3.4 to reflect the Dollar Amount new Revolving Credit Percentages of the applicable amount). The Administrative Agent shall promptly forward such amounts to the Issuing Lenderassignor and assignee Lender or of all Lenders with respective Revolving Credit Commitments, as applicable. (b) If any amount required to be paid by any L/C Participant to the Administrative Agent Agent, for the account of the an Issuing Lender Lender, pursuant to Section 3.10(a3.4(a) in respect of any unreimbursed portion of any payment made by the such Issuing Lender under any Letter of Credit is not paid to the Administrative Agent for the account of the such Issuing Lender within three (3) Business Days after the date such payment is due, such Issuing Lender shall so notify the Administrative Agent, who shall notify such L/C Participant and such L/C Participant shall pay to the Administrative Agent Agent, for the account of the such Issuing Lender on demand (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.10(a3.4(a) is not made available to the Administrative Agent Agent, for the account of the such Issuing Lender Lender, by such L/C Participant within three (3) Business Days after the date such payment is due, the Administrative Agent on behalf of such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Base Rate Loans under the Revolving Credit Facility. A certificate the Administrative Agent submitted on behalf of the such Issuing Lender submitted to any L/C Participant with respect to any such amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the an Issuing Lender has made payment under any Letter of Credit and has received from the Administrative Agent or any L/C Participant its pro rata share of such payment in accordance with Section 3.10(a3.4(a), the Administrative Agent or the such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the such Issuing Lender), or any payment of interest on account thereof, the Administrative Agent or the such Issuing Lender, as the case may be, Lender will distribute to the Administrative Agent, for the account of such L/C Participant (and thereafter the Administrative Agent shall promptly pay such L/C Participant), its pro rata share thereof; provided, however, that in the event that any such payment received by the Administrative Agent or the such Issuing Lender, as the case may be, Lender shall be required to be returned by the Administrative Agent or the such Issuing Lender, such L/C Participant shall return to the Administrative Agent Agent, for the account of the such Issuing Lender (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender), the portion thereof previously distributed by the Administrative Agent or the such Issuing Lender, as the case may be, to it.

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Credit Percentage in the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent upon demand Agent, for the account of the Issuing Lender Lender, upon demand at the Administrative Agent’s Payment Office (and thereafter the Administrative Agent shall promptly pay to the Issuing Lender), regardless of the occurrence or continuance of a Default or the failure to satisfy any of the other conditions specified in Section 5, on the first Business Day after demand, an amount equal to such L/C Participant’s Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed (it being agreed that with respect to a Letter of Credit in a currency other than Dollars, each L/C Participant shall pay the Administrative Agent the Dollar Amount of the applicable amount). The Administrative Agent shall promptly forward such amounts to the Issuing Lenderreimbursed. (b) If any amount required to be paid by any L/C Participant to the Administrative Agent Agent, for the account of the Issuing Lender pursuant to Section 3.10(a3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is not paid to the Administrative Agent for the account of the Issuing Lender within three (3) Business Days after the date such payment is due, the Issuing Lender shall so notify the Administrative Agent, who shall so notify such L/C Participant and such L/C Participant shall pay to the Administrative Agent Agent, for the account of the Issuing Lender on demand (and thereafter the Administrative Agent shall promptly pay to the Issuing Lender) an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.10(a3.4(a) is not made available to the Administrative Agent Agent, for the account of the Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, Administrative Agent, on behalf of 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 Rate Loans under the Revolving Credit Facility. A certificate the Administrative Agent submitted on behalf of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit and has received from the Administrative Agent or any L/C Participant its pro rata share of such payment in accordance with Section 3.10(a3.4(a), the Administrative Agent or the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Administrative Agent or the Issuing Lender, as the case may be, Lender will distribute to the Administrative Agent, for the account of such L/C Participant (and thereafter the Administrative Agent shall promptly pay such L/C Participant) its pro rata share thereof; provided, however, that in the event that any such payment received by the Administrative Agent or the Issuing Lender, as the case may be, Lender shall be required to be returned by the Administrative Agent or the Issuing Lender, such L/C Participant shall return to the Administrative Agent Agent, for the account of the Issuing Lender (and thereafter the Administrative Agent shall promptly pay to the Issuing Lender), the portion thereof previously distributed by the Administrative Agent or the Issuing Lender, as the case may be, to it.

L/C Participations. (a) The Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the each Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the each Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s own account and risk risk, an undivided interest equal to such L/C Participant’s Revolving Credit Percentage in the each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by the such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which the such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent Agent, for the account of such Issuing Lender, upon demand of at the Administrative Agent’s Payment Office (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender Lender) an amount equal to such L/C Participant’s Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed (it being agreed that with respect to a Letter of Credit in a currency other than Dollars, each L/C Participant shall pay the Administrative Agent the Dollar Amount of the applicable amount). The Administrative Agent shall promptly forward such amounts to the Issuing Lenderreimbursed. (b) If any amount required to be paid by any L/C Participant to the Administrative Agent Agent, for the account of the an Issuing Lender Lender, pursuant to Section 3.10(a3.4(a) in respect of any unreimbursed portion of any payment made by the such Issuing Lender under any Letter of Credit is not paid to the Administrative Agent for the account of the such Issuing Lender within three (3) Business Days after the date such payment is due, such Issuing Lender shall so notify the Administrative Agent, who shall notify such L/C Participant and such L/C Participant shall pay to the Administrative Agent Agent, for the account of the such Issuing Lender on demand (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.10(a3.4(a) is not made available to the Administrative Agent Agent, for the account of the such Issuing Lender Lender, by such L/C Participant within three (3) Business Days after the date such payment is due, the Administrative Agent on behalf of such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Base Rate Loans under the Revolving Credit Facility. A certificate the Administrative Agent submitted on behalf of the such Issuing Lender submitted to any L/C Participant with respect to any such amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the an Issuing Lender has made payment under any Letter of Credit and has received from the Administrative Agent any L/C Participant its pro rata share of such payment in accordance with Section 3.10(a3.4(a), the Administrative Agent or the such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the such Issuing Lender), or any payment of interest on account thereof, the Administrative Agent or the such Issuing Lender, as the case may be, Lender will distribute to the Administrative Agent, for the account of such L/C Participant (and thereafter the Administrative Agent shall promptly pay such L/C Participant), its pro rata share thereof; provided, however, that in the event that any such payment received by the Administrative Agent or the such Issuing Lender, as the case may be, Lender shall be required to be returned by the Administrative Agent or the such Issuing Lender, such L/C Participant shall return to the Administrative Agent Agent, for the account of the such Issuing Lender (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender), the portion thereof previously distributed by the Administrative Agent or the such Issuing Lender, as the case may be, to it.

L/C Participations. (a) The Each US Issuing Lender irrevocably agrees to grant and hereby grants to each US L/C Participant, and, to induce the each US Issuing Lender to issue US Letters of Credit hereunder, each US L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the each US Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such US L/C Participant’s 's own account and risk risk, an undivided interest equal to such US L/C Participant’s 's US Revolving Credit Percentage in the each US Issuing Lender’s 's obligations and rights under and in respect of each US Letter of Credit issued by such US Issuing Lender hereunder and the amount of each draft paid by the such US Issuing Lender thereunder. Each US L/C Participant unconditionally and irrevocably agrees with the each US Issuing Lender that, if a draft is paid under any US Letter of Credit issued by such US Issuing Lender for which the such US Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such US L/C Participant shall pay to such US Issuing Lender, regardless of the occurrence or continuance of a Default or Event of Default or the failure to satisfy any of the other conditions specified in Section 5, upon demand at the Administrative Agent's address for notices specified herein (and thereafter, the Administrative Agent upon demand of shall promptly pay to the US Issuing Lender Lender) an amount in Dollars equal to such US L/C US Participant’s 's Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed (it being agreed that with respect to a Letter of Credit in a currency other than Dollars, each L/C Participant shall pay the Administrative Agent the Dollar Amount of the applicable amount). The Administrative Agent shall promptly forward such amounts to the Issuing Lenderreimbursed. (b) If any amount required to be paid by any US L/C Participant to the Administrative Agent for the account of the an US Issuing Lender pursuant to Section 3.10(a3.4(a) in respect of any unreimbursed portion of any payment made by the such US Issuing Lender under any US Letter of Credit is paid to the Administrative Agent for the account of the such US Issuing Lender within three (3) Business Days after the date such payment is due, the US Issuing Lender shall so notify the Administrative Agent, who shall promptly notify the US L/C Participants and each such US L/C Participant shall pay to the Administrative Agent Agent, for the account of the US Issuing Lender on demand (and thereafter the Administrative Agent shall promptly pay to the US Issuing Lender) an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the such US 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 US L/C Participant pursuant to Section 3.10(a3.4(a) is not made available to the Administrative Agent Agent, for the account of the such US Issuing Lender Lender, by such US L/C Participant within three (3) Business Days after the date such payment is due, the Administrative Agent, on behalf of such US Issuing Lender shall be entitled to recover from such US L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Base Rate Loans. A certificate of the Administrative Agent on behalf of such US Issuing Lender submitted to any US L/C Participant with respect to any such amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after any US Issuing Lender has made payment under any US Letter of Credit and has received from the Administrative Agent any US L/C Participant's pro rata share of such payment in accordance with Section 3.4(a), such US Issuing Lender receives any payment related to such US Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such US Issuing Lender), or any payment of interest on account thereof, such US Issuing Lender will distribute to the Administrative Agent for the account of such US L/C Participant (and thereafter, the Administrative Agent will promptly distribute to such US L/C Participant) its pro rata share thereof; provided, however, that in the event that any such payment received by such US Issuing Lender shall be required to be returned by such US Issuing Lender, such US L/C Participant shall return to the Administrative Agent for the account of such US Issuing Lender the portion thereof previously distributed by such US Issuing Lender to it. (d) Each Canadian Issuing Lender irrevocably agrees to grant and hereby grants to each Canadian L/C Participant, and, to induce each Canadian Issuing Lender to issue Canadian Letters of Credit hereunder, each Canadian L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each Canadian Issuing Lender, on the terms and conditions hereinafter stated, for such Canadian L/C Participant's own account and risk, an undivided interest equal to such Canadian L/C Participant's Canadian Revolving Credit Percentage in each Canadian Issuing Lender's obligations and rights under each Canadian Letter of Credit issued by such Canadian Issuing Lender hereunder and the amount of each draft paid by such Canadian Issuing Lender thereunder. Each Canadian L/C Participant unconditionally and irrevocably agrees with each Canadian Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Canadian Issuing Lender for which such Canadian Issuing Lender is not reimbursed in full by CERI in accordance with the terms of this Agreement, such Canadian L/C Participant shall pay to such Canadian Issuing Lender, regardless of the occurrence or continuance of a Default or Event of Default or the failure to satisfy any of the other conditions specified in Section 5, upon demand at the Canadian Agent's address for notices specified herein (and thereafter, the Canadian Agent shall promptly pay to the Canadian Issuing Lender) an amount in Canadian Dollars, equal to such Canadian L/C Participant's Canadian Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. (e) If any amount required to be paid by any Canadian L/C Participant to a Canadian Issuing Lender pursuant to Section 3.4(d) in respect of any unreimbursed portion of any payment made by such Canadian Issuing Lender under any Canadian Letter of Credit is paid to such Canadian Issuing Lender within three Business Days after the date such payment is due, the Canadian Issuing Lender shall so notify the Administrative Agent and the Canadian Agent who shall promptly notify the Canadian L/C Participants and each such Canadian L/C Participant shall pay to the Canadian Agent, for the account of the Canadian Issuing Lender on demand (and thereafter the Canadian Agent shall promptly pay to the Canadian Issuing Lender) an amount equal to the product of (i) such amount, times (ii) the daily average interbank offered rate quoted by the Canadian Agent during the period from and including the date such payment is required to the date on which such payment is immediately available to such Canadian 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 Canadian L/C Participant pursuant to Section 3.4(d) is not made available to the Canadian Agent, for the account of such Canadian Issuing Lender, by such Canadian L/C Participant within three Business Days after the date such payment is due, the Canadian Agent, on behalf of such Canadian Issuing Lender shall be entitled to recover from such Canadian L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Base Rate Loans under the Revolving Facilityfor amounts due in Dollars and Canadian prime Rate Loans for amounts due in Canadian Dollars. A certificate of the Canadian Agent on behalf of such Canadian Issuing Lender submitted to any Canadian L/C Participant with respect to any such amounts owing under this Section shall be conclusive in the absence of manifest error. (cf) Whenever, at any time after the a Canadian Issuing Lender has made payment under any Canadian Letter of Credit and has received from the Canadian Agent any Canadian L/C Participant its Participant's pro rata share of such payment in accordance with Section 3.10(a3.4(d), the Administrative Agent or the such Canadian Issuing Lender receives any payment related to such Canadian Letter of Credit (whether directly from CERI, the Borrower or otherwise, including proceeds of collateral applied thereto by the such Canadian Issuing Lender), or any payment of interest on account thereof, the Administrative Agent or the such Canadian Issuing Lender, as the case may be, Lender will distribute to the Canadian Agent for the account of such Canadian L/C Participant (and thereafter, the Canadian Agent will promptly distribute to such Canadian L/C Participant) its pro rata share thereof; provided, however, that in the event that any such payment received by the Administrative Agent or the such Canadian Issuing Lender, as the case may be, Lender shall be required to be returned by the Administrative Agent or the such Canadian Issuing Lender, such Canadian L/C Participant shall return to the Administrative Canadian Agent for the account of the such Canadian Issuing Lender the portion thereof previously distributed by the Administrative Agent or the such Canadian Issuing Lender, as the case may be, Lender to it.

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce By the Issuing Lender to issue Letters issuance of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in the Issuing Lender’s obligations and rights under and in respect of each a Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent upon demand of the Issuing Lender (or an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed (it being agreed that with respect amendment to a Letter of Credit in a currency other than Dollars, each L/C Participant shall pay increasing the Administrative Agent amount thereof) and without any further action on the Dollar Amount part of the applicable amount). The Administrative Agent shall promptly forward Issuing Lender or the Lenders, each Issuing Lender hereby irrevocably grants to each Lender, and each Lender hereby acquires from such amounts to the Issuing Lender, a participation in such Letter of Credit equal to such Lender’s Commitment Percentage of the aggregate amount available to be drawn under such Letter of Credit. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, or expiration, termination or cash collateralization of any Letter of Credit and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. All calculations of the Lenders’ Commitment Percentages shall be made from time to time by the Administrative Agent, which calculations shall be conclusive absent manifest error. (b) If the Borrowers fail to reimburse the applicable Issuing Lender on the due date as provided in Subsection 3.5, such Issuing Lender shall notify the Administrative Agent and the Administrative Agent shall notify each Lender of the applicable L/C Disbursement, the payment then due from the Borrowers in respect thereof and such Lender’s Commitment Percentage thereof. Each Lender shall pay by wire transfer of immediately available funds to the Administrative Agent not later than 2:00 P.M., New York City time, on such date (or, if such Lender shall have received such notice later than 12:00 P.M., New York City time, on any day, not later than 11:00 A.M., New York City time, on the next succeeding Business Day), an amount equal to such Lender’s Commitment Percentage of the unreimbursed L/C Disbursement in the same manner as provided in Subsection 2.2 with respect to Loans made by such Lender, and the Administrative Agent will promptly pay to the applicable Issuing Lender the amounts so received by it from the Lenders. The Administrative Agent will promptly pay to the applicable Issuing Lender any amounts received by it from the Borrowers pursuant to the above clause (a) prior to the time that any Lender makes any payment pursuant to the preceding sentence and any such amounts received by the Administrative Agent from the Borrowers thereafter will be promptly remitted by the Administrative Agent to the Lender that shall have made such payments and to such Issuing Lender, as appropriate. (c) If any Lender shall not have made its Commitment Percentage of such L/C Disbursement available to the Administrative Agent as provided above, each of such Lender and the Borrowers severally agrees to pay interest on such amount, for each day from and including the date such amount is required to be paid by any L/C Participant in accordance with the foregoing to but excluding the date such amount is paid, to the Administrative Agent for the account of the applicable Issuing Lender pursuant to Section 3.10(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of the Issuing Lender within three (3) Business Days after the date such payment is due, such L/C Participant shall pay to the Administrative Agent for the account of the Issuing Lender on demand an amount equal to the product of at (i) such amountin the case of Borrower, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.10(a) is not made available to the Administrative Agent for the account of the Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Base Rate Loans under the Revolving Facility. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive set forth in Subsection 3.5(b) and (ii) in the absence case of manifest error. (c) Wheneversuch Lender, at any time after the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.10(a), the Administrative Agent or the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Administrative Agent or the Issuing Lender, as the case may be, will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received a rate determined by the Administrative Agent in accordance with banking industry rules or the Issuing Lender, as the case may be, shall be required to be returned by the Administrative Agent or the Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of the Issuing Lender the portion thereof previously distributed by the Administrative Agent or the Issuing Lender, as the case may be, to itpractices on interbank compensation.

L/C Participations. (a) The Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C ParticipantRevolving A Lender, and, to induce the such Issuing Lender to issue Revolving A Letters of Credit hereunder, each L/C Participant Revolving A Lender irrevocably agrees to accept and purchase and hereby accepts and purchases from the such Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C ParticipantRevolving A Lender’s own account and risk risk, an undivided interest equal to its Revolving A Ratable Share of such L/C Participant’s Revolving Percentage in the Issuing Lender’s obligations and rights under and in respect of each Revolving A Letter of Credit issued hereunder and the amount of each draft paid by the such Issuing Lender thereunder. Each L/C Participant Revolving A Lender unconditionally and irrevocably agrees with the each Issuing Lender that, if a draft is paid under any Revolving A Letter of Credit for which the such Issuing Lender is not reimbursed in full by the Parent Borrower in accordance with the terms of this Agreement, such L/C Participant Revolving A Lender shall pay to the Administrative Agent such Issuing Lender upon demand of the at such Issuing Lender Lender’s address for notices specified herein an amount equal to such L/C ParticipantRevolving A Lender’s Revolving Percentage Ratable Share of the amount of such draft, or any part thereof, that which is not so reimbursed (it being agreed that with respect to a Letter of Credit in a currency other than Dollars, each L/C Participant shall pay the Administrative Agent the Dollar Amount of the applicable amount)reimbursed. The Administrative Agent shall promptly forward such amounts to the Issuing Lender.93782947_8 (b) If Each Issuing Lender irrevocably agrees to grant and hereby grants to each Revolving B Lender, and, to induce such Issuing Lender to issue Revolving B Letters of Credit hereunder, each Revolving B Lender irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions hereinafter stated, for such Revolving B Lender’s own account and risk, an undivided interest equal to its Revolving B Ratable Share of such Issuing Lender’s obligations and rights under each Revolving B Letter of Credit issued hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each Revolving B Lender unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Revolving B Letter of Credit for which such Issuing Lender is not reimbursed in full by the Parent Borrower in accordance with the terms of this Agreement, such Revolving B Lender shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such Revolving B Lender’s Ratable Share of the amount of such draft, or any part thereof, which is not so reimbursed. (c) Upon becoming aware of any amount required to be paid by any L/C Participant Revolving Credit Lender to the Administrative Agent for the account of the any Issuing Lender pursuant to Section 3.10(a3.4(a) or Section 3.4(b) in respect of any unreimbursed portion of any payment made by the such Issuing Lender under any Letter of Credit is paid Credit, the Administrative Agent shall notify each Revolving A Lender, in the case of Revolving A Letters of Credit, or each Revolving B Lender, in the case of Revolving B Letters of Credit, of the amount and due date of such required payment and such Lender shall pay to the Administrative Agent for (which, in turn shall pay such Issuing Lender) the account of amount specified on the applicable due date. If any such amount is paid to such Issuing Lender within three (3) Business Days after the date such payment is due, such L/C Participant Lender shall pay to the Administrative Agent for the account of the such Issuing Lender on demand an amount equal demand, in addition to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate as determined by the Administrative Agent during the period from and including the date such payment is required due to the date on which such payment is immediately available to the such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.10(a) is not made available to the Administrative Agent for the account of the Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Base Rate Loans under the Revolving Facility. A certificate of the any Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section 3.4(c) shall be conclusive in the absence of manifest error. With respect to payment to any Issuing Lender of the unreimbursed amounts described in this Section 3.4(c), if the relevant Revolving Credit Lenders receive notice that any such payment is due (A) prior to 1:00 p.m. (Charlotte, North Carolina time) on any Business Day, such payment shall be due that Business Day, and (B) after 1:00 p.m. (Charlotte, North Carolina time) on any Business Day, such payment shall be due on the following Business Day. No such making of any payment by a Revolving Credit Lender under Section 3.4(a) or Section 3.4(b) shall relieve or otherwise impair the obligation of the applicable Revolving Borrower to reimburse the applicable Issuing Lender for the amount of any payment made by such Issuing Lender under any Letter of Credit, together with interest as provided herein. (cd) Whenever, at any time after the any Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant Revolving Credit Lender its pro rata share Revolving A Ratable Share or Revolving B Ratable Share, as applicable, of such payment in accordance with this Section 3.10(a)3.4, the Administrative Agent or the such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Parent Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof), the Administrative Agent or the such Issuing Lender, as the case may be, Lender will distribute to such L/C Participant Revolving Credit Lender its pro rata share thereofRevolving A Ratable Share or Revolving B Ratable Share, as applicable; provided, however, that in the event that any such payment received by the Administrative Agent or the such Issuing Lender, as the case may be, Lender shall be required to be returned by the Administrative Agent or the such Issuing Lender, such L/C Participant Revolving Credit Lender shall return to the Administrative Agent for the account of the such Issuing Lender the portion thereof previously distributed by the Administrative Agent or the such Issuing Lender, as the case may be, Lender to it.

L/C Participations. (a) The 3.4.1. Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C ParticipantRevolving A Lender, and, to induce the such Issuing Lender to issue Revolving A Letters of Credit hereunder, each L/C Participant Revolving A Lender irrevocably agrees to accept and purchase and hereby accepts and purchases from the such Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s Revolving A Lender's own account and risk risk, an undivided interest equal to its Revolving A Ratable Share of such L/C Participant’s Revolving Percentage in the Issuing Lender’s 's obligations and rights under and in respect of each Revolving A Letter of Credit issued hereunder and the amount of each draft paid by the such Issuing Lender thereunder. Each L/C Participant Revolving A Lender unconditionally and irrevocably agrees with the each Issuing Lender that, if a draft is paid under any Revolving A Letter of Credit for which the such Issuing Lender is not reimbursed in full by the Parent Borrower in accordance with the terms of this Agreement, such L/C Participant Revolving A Lender shall pay to the Administrative Agent such Issuing Lender upon demand of the at such Issuing Lender Lender's address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage A Lender's Ratable Share of the amount of such draft, or any part thereof, that which is not so reimbursed (it being agreed that with respect reimbursed. 3.4.2. Each Issuing Lender irrevocably agrees to a grant and hereby grants to each Revolving B Lender, and, to induce such Issuing Lender to issue Revolving B Letters of Credit hereunder, each Revolving B Lender irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions hereinafter stated, for such Revolving B Lender's own account and risk, an undivided interest equal to its Revolving B Ratable Share of such Issuing Lender's obligations and rights under each Revolving B Letter of Credit issued hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each Revolving B Lender unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Revolving B Letter of Credit for which such Issuing Lender is not reimbursed in a currency other than Dollarsfull by the Parent Borrower in accordance with the terms of this Agreement, each L/C Participant such Revolving B Lender shall pay the Administrative Agent the Dollar Amount to such Issuing Lender upon demand at such Issuing Lender's address for notices specified herein an amount equal to such Revolving B Lender's Ratable Share of the applicable amount). The Administrative Agent shall promptly forward amount of such amounts to the Issuing Lenderdraft, or any part thereof, which is not so reimbursed. (b) If 3.4.3. Upon becoming aware of any amount required to be paid by any L/C Participant Lender to the Administrative Agent for the account of the any Issuing Lender pursuant to Section 3.10(a) 3.4.1 or Section 3.4.2 in respect of any unreimbursed portion of any payment made by the such Issuing Lender under any Letter of Credit Credit, the Administrative Agent shall notify each Revolving A Lender, in the case of Revolving A Letters of Credit, or each Revolving B Lender, in the case of Revolving B Letters of Credit, of the amount and due date of such required payment and such Lender shall pay to such Issuing Lender the amount specified on the applicable due date. If any such amount is paid to the Administrative Agent for the account of the such Issuing Lender within three (3) Business Days after the date such payment is due, such L/C Participant Lender shall pay to the Administrative Agent for the account of the such Issuing Lender on demand an amount equal demand, in addition to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate as determined by the Administrative Agent during the period from and including the date such payment is required due to the date on which such payment is immediately available to the such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.10(a) is not made available to the Administrative Agent for the account of the Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Base Rate Loans under the Revolving Facility. A certificate of the any Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section 3.4.3 shall be conclusive in the absence of manifest error. With respect to payment to any Issuing Lender of the unreimbursed amounts described in this Section 3.4.3, if the relevant Lenders receive notice that any such payment is due (A) prior to 1:00 p.m. (Charlotte, North Carolina time) on any Business Day, such payment shall be due that Business Day, and (B) after 1:00 p.m. (Charlotte, North Carolina time) on any Business Day, such payment shall be due on the following Business Day. (c) 3.4.4. Whenever, at any time after the any Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share Lender the Revolving A Ratable Share or Revolving B Ratable Share, as applicable, of such payment in accordance with this Section 3.10(a)3.4, the Administrative Agent or the such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Parent Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof), the Administrative Agent or the such Issuing Lender, as the case may be, Lender will distribute to such L/C Participant Lender its pro rata share thereofRevolving A Ratable Share or Revolving B Ratable Share, as applicable; provided, however, that in the event that any such payment received by the Administrative Agent or the such Issuing Lender, as the case may be, Lender shall be required to be returned by the Administrative Agent or the such Issuing Lender, such L/C Participant Lender shall return to the Administrative Agent for the account of the such Issuing Lender the portion thereof previously distributed by the Administrative Agent or the such Issuing Lender, as the case may be, Lender to it.

L/C Participations. (a) The Effective on the date of issuance of each Letter of Credit (and on the Closing Date with respect to the Existing Letters of Credit), the Issuing Lender irrevocably agrees to grant and hereby grants to each L/C ParticipantParticipating Lender, and, to induce the Issuing and each Participating Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s Participating Lender's own account and risk an undivided interest equal to such L/C Participant’s Revolving Participating Lender's Commitment Percentage in the Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued hereunder by the Issuing Lender (including the Existing Letters of Credit) and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant Participating Lender unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant Participating Lender shall pay to the Administrative Agent upon demand Agent, for the account of the Issuing Lender Lender, upon demand at the Administrative Agent's address specified in Section 12.2, an amount equal to such L/C Participant’s Revolving Participating Lender's Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed (it being agreed reimbursed. On the date that any Assignee becomes a Lender party to this Agreement in accordance with respect Section 12.6, participating interests in any outstanding Letters of Credit held by the transferor Lender from which such Assignee acquired its interest hereunder shall be proportionately reallotted between such Assignee and such transferor Lender. Each Participating Lender hereby agrees that its obligation to a participate in each Letter of Credit in a currency other than DollarsCredit, each L/C Participant shall and to pay or to reimburse the Administrative Agent the Dollar Amount Issuing Lender for its participating share of the applicable amountdrafts drawn or amounts otherwise paid thereunder, is absolute, irrevocable and unconditional and shall not be affected by any circumstances whatsoever (including, without limitation, the occurrence or continuance of any Default or Event of Default). The Administrative Agent , and that each such payment shall promptly forward such amounts to the Issuing Lenderbe made without offset, abatement, withholding or other reduction whatsoever. (b) If any amount required to be paid by any L/C Participant Participating Lender to the Administrative Agent for the account of the Issuing Lender pursuant to Section 3.10(a3.4(a) in respect of any unreimbursed portion of any payment made draft paid by the Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of the Issuing Lender within three (3) Business Days after the date such payment is due, such L/C Participant Participating Lender shall pay to the Administrative Agent Agent, for the account of the Issuing Lender Lender, on demand demand, an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant Participating Lender pursuant to Section 3.10(a3.4(a) is not in fact made available to the Administrative Agent Agent, for the account of the Issuing Lender Lender, by such L/C Participant Participating Lender within three (3) Business Days after the date such payment is due, the Issuing Lender shall be entitled to recover from such L/C ParticipantParticipating Lender, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Alternate Base Rate Loans under the Revolving Facilityhereunder. A certificate An L/C Participation Certificate of the Issuing Lender submitted to any L/C Participant Participating Lender with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the Issuing Lender has made payment paid a draft under any Letter of Credit and has received from any L/C Participant Participating Lender its pro rata share of such payment in accordance with Section 3.10(a3.4(a), the Administrative Agent or the Issuing Lender receives any payment related to reimbursement on account of such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender)unreimbursed portion, or any payment of interest on account thereof, the Issuing Lender will pay to the Administrative Agent or Agent, for the Issuing account of such Participating Lender, as the case may be, will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by the Administrative Agent or the Issuing Lender, as the case may be, Lender shall be required to be returned by the Administrative Agent or the Issuing Lender, such L/C Participant Participating Lender shall return to the Administrative Agent for the account of the Issuing Lender Lender, the portion thereof previously distributed by the Administrative Agent or the Issuing Lender, as the case may be, to it.

L/C Participations. (a) The Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the each Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases purchases, without recourse or warranty, from the each Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s own account and risk risk, an undivided interest equal to such L/C Participant’s Revolving Percentage in the each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by the such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which the such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender upon demand of at such Issuing Lender’s address for notices specified herein (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender Lender) an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed (it being agreed that with respect to a Letter of Credit in a currency other than Dollars, each L/C Participant shall pay the Administrative Agent the Dollar Amount of the applicable amount). The Administrative Agent shall promptly forward such amounts to the Issuing Lenderreimbursed. (b) If any amount (a “Participation Amount”) required to be paid by any L/C Participant to the Administrative Agent for the account of the an Issuing Lender pursuant to Section 3.10(a3.4(a) in respect of any unreimbursed portion of any payment made by the such Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of the such Issuing Lender within three (3) Business Days after the date such payment is due, such Issuing Lender shall so notify the Administrative Agent (which shall notify the L/C Participants), and each L/C Participant shall pay to the Administrative Agent Agent, for the account of the such Issuing Lender Lender, on demand (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) an amount equal to the product of (i) such amountParticipation Amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount Participation Amount required to be paid by any L/C Participant pursuant to Section 3.10(a3.4(a) is not made available to the Administrative Agent for the account of the relevant Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, the Administrative Agent on behalf of such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount Participation Amount with interest thereon calculated from such due date at the rate per annum applicable to Base Rate Loans under the Revolving FacilityLoans. A certificate of the Administrative Agent on behalf of an Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the an Issuing Lender has made payment under any Letter of Credit and has received from the Administrative Agent any L/C Participant Participant’s its pro rata share of such payment in accordance with Section 3.10(a3.4(a), the Administrative Agent or the such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to the Administrative Agent or for the Issuing Lender, as account of such L/C Participant (and thereafter the case may be, Administrative Agent will promptly distribute to such L/C Participant Participant) its pro rata share thereof; provided, however, that in the event that any such payment received by the Administrative Agent or the such Issuing Lender, as the case may be, Lender shall be required to be returned by the Administrative Agent or the such Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of the such Issuing Lender (and thereafter the Administrative Agent shall promptly return to such Issuing Lender) the portion thereof previously distributed by the Administrative Agent or the such Issuing Lender, as the case may be, to it.

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce By the Issuing Lender to issue Letters issuance of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in the Issuing Lender’s obligations and rights under and in respect of each a Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent upon demand of the Issuing Lender (or an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed (it being agreed that with respect amendment to a Letter of Credit in a currency other than Dollars, each L/C Participant shall pay increasing the Administrative Agent amount thereof) and without any further action on the Dollar Amount part of the applicable amount). The Administrative Agent shall promptly forward Issuing Lender or the Lenders, each Issuing Lender hereby irrevocably grants to each Lender, and each Lender hereby acquires from such amounts to the Issuing Lender, a participation in such Letter of Credit equal to such Lender’s Commitment Percentage of the aggregate amount available to be drawn under such Letter of Credit. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, or expiration, termination or cash collateralization of any Letter of Credit and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. All calculations of the Lenders’ Commitment Percentages shall be made from time to time by the Administrative Agent, which calculations shall be conclusive absent manifest error. (b) If the Borrowers fail to reimburse the applicable Issuing Lender on the due date as provided in Subsection 3.5, such Issuing Lender shall notify the Administrative Agent and the Administrative Agent shall notify each Lender of the applicable L/C Disbursement, the payment then due from the Borrowers in respect thereof and such Lender’s Commitment Percentage thereof. Each Lender shall pay by wire transfer of immediately available funds to the Administrative Agent not later than 2:00 P.M., New York City time, on such date (or, if such Lender shall have received such notice later than 12:00 P.M., New York City time, on any day, not later than 11:00 A.M., New York City time, on the next succeeding Business Day), an amount equal to such Lender’s Commitment Percentage of the unreimbursed L/C Disbursement in the same manner as provided in Subsection 2.2 with respect to Loans made by such Lender, and the Administrative Agent will promptly pay to the applicable Issuing Lender the amounts so received by it from the Lenders. The Administrative Agent will promptly pay to the applicable Issuing Lender any amounts received by it from the Borrowers pursuant to the above clause (a) prior to the time that any Lender makes any payment pursuant to the preceding sentence and any such amounts received by the Administrative Agent from the Borrowers thereafter will be promptly remitted by the Administrative Agent to the Lender that shall have made such payments and to such Issuing Lender, as appropriate. (c) If any Lender shall not have made its Commitment Percentage of such L/C Disbursement available to the Administrative Agent as provided above, each of such Lender and each Borrower severally agrees to pay interest on such amount, for each day from and including the date such amount is required to be paid by any L/C Participant in accordance with the foregoing to but excluding the date such amount is paid, to the Administrative Agent for the account of the applicable Issuing Lender pursuant to Section 3.10(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of the Issuing Lender within three (3) Business Days after the date such payment is due, such L/C Participant shall pay to the Administrative Agent for the account of the Issuing Lender on demand an amount equal to the product of at (i) such amountin the case of Borrower, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.10(a) is not made available to the Administrative Agent for the account of the Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Base Rate Loans under the Revolving Facility. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive set forth in Subsection 3.5(b) and (ii) in the absence case of manifest error. (c) Wheneversuch Lender, at any time after the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.10(a), the Administrative Agent or the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Administrative Agent or the Issuing Lender, as the case may be, will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received a rate determined by the Administrative Agent in accordance with banking industry rules or the Issuing Lender, as the case may be, shall be required to be returned by the Administrative Agent or the Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of the Issuing Lender the portion thereof previously distributed by the Administrative Agent or the Issuing Lender, as the case may be, to itpractices on interbank compensation.

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s own account and risk risk, an undivided interest equal to such L/C Participant’s Revolving Percentage in the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent upon demand Agent, for the account of the Issuing Lender Lender, upon demand at the Administrative Agent’s Funding Office (and thereafter the Administrative Agent shall promptly pay to the Issuing Lender) an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed (it being agreed that with respect to a Letter of Credit in a currency other than Dollars, each L/C Participant shall pay the Administrative Agent the Dollar Amount of the applicable amount). The Administrative Agent shall promptly forward such amounts to the Issuing Lenderreimbursed. (b) If any amount required to be paid by any L/C Participant to the Administrative Agent Agent, for the account of the Issuing Lender Lender, pursuant to Section 3.10(a3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is not paid to the Administrative Agent for the account of the Issuing Lender within three (3) Business Days after the date such payment is due, the Issuing Lender shall so notify the Administrative Agent, who shall notify such L/C Participant and such L/C Participant shall pay to the Administrative Agent Agent, for the account of the Issuing Lender on demand (and thereafter the Administrative Agent shall promptly pay to the Issuing Lender) an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.10(a3.4(a) is not made available to the Administrative Agent Agent, for the account of the Issuing Lender Lender, by such L/C Participant within three (3) Business Days after the date such payment is due, the Administrative Agent on behalf of 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 Rate Loans under the Revolving FacilityABR Loans. A certificate of the Administrative Agent submitted on behalf of the Issuing Lender submitted to any L/C Participant with respect to any such amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit and has received from the Administrative Agent or any L/C Participant its pro rata share of such payment in accordance with Section 3.10(a3.4(a), the Administrative Agent or the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Administrative Agent or the Issuing Lender, as the case may be, Lender will distribute to the Administrative Agent, for the account of such L/C Participant (and thereafter the Administrative Agent shall promptly pay such L/C Participant), its pro rata share thereof; provided, however, that in the event that any such payment received by the Administrative Agent or the Issuing Lender, as the case may be, Lender shall be required to be returned by the Administrative Agent or the Issuing Lender, such L/C Participant shall return to the Administrative Agent Agent, for the account of the Issuing Lender (and thereafter the Administrative Agent shall promptly pay to the Issuing Lender), the portion thereof previously distributed by the Administrative Agent or the Issuing Lender, as the case may be, to it.

L/C Participations. (a) The Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the each Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the each Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s own account and risk risk, an undivided interest equal to such L/C Participant’s Revolving Credit Percentage in the each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by the such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which the such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent Agent, for the account of such Issuing Lender, upon demand of at the Administrative Agent’s Payment Office (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender Lender) an amount equal to such L/C Participant’s Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed (it being agreed that with respect to a Letter of Credit in a currency other than Dollars, each L/C Participant shall pay the Administrative Agent the Dollar Amount of the applicable amount). The Administrative Agent shall promptly forward such amounts to the Issuing Lenderreimbursed. (b) If any amount required to be paid by any L/C Participant to the Administrative Agent Agent, for the account of the an Issuing Lender Lender, pursuant to Section 3.10(a3.4(a) in respect of any unreimbursed portion of any payment made by the such Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of the such Issuing Lender within three (3) Business Days after the date such payment is due, such L/C Participant shall pay to the Administrative Agent Agent, for the account of the such Issuing Lender Lender, on demand (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.10(a3.4(a) is not made available to the Administrative Agent Agent, for the account of the such Issuing Lender Lender, by such L/C Participant within three (3) Business Days after the date such payment is due, the Administrative Agent on behalf of such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Base Rate Loans under the Revolving Credit Facility. A certificate of the Administrative Agent submitted on behalf of such Issuing Lender submitted to any L/C Participant with respect to any such amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the an Issuing Lender has made payment under any Letter of Credit and has received from the Administrative Agent or any L/C Participant its pro rata share of such payment in accordance with Section 3.10(a3.4(a), the Administrative Agent or the such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the such Issuing Lender), or any payment of interest on account thereof, the Administrative Agent or the such Issuing Lender, as the case may be, Lender will distribute to the Administrative Agent, for the account of such L/C Participant (and thereafter the Administrative Agent shall promptly pay such L/C Participant), its pro rata share thereof; , provided, however, that in the event that any such payment received by the Administrative Agent or the such Issuing Lender, as the case may be, Lender shall be required to be returned by the Administrative Agent or the such Issuing Lender, such L/C Participant shall return to the Administrative Agent Agent, for the account of the such Issuing Lender (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender), the portion thereof previously distributed by the Administrative Agent or the Issuing Lender, as the case may be, to it.

L/C Participations. (ai) The Issuing Lender Bank irrevocably agrees to grant and hereby grants to each Tranche A L/C Participant, and, to induce the Issuing Lender Bank to issue Tranche A Letters of Credit hereunderCredit, each Tranche A L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing LenderBank, on the terms and conditions set forth below, for such Tranche A L/C Participant’s own account and risk an undivided interest equal to such Tranche A L/C Participant’s Revolving Tranche A Aggregate Exposure Percentage in the Issuing LenderBank’s obligations and rights under and in respect of each Tranche A Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender Bank thereunder. Each Tranche A L/C Participant unconditionally and irrevocably agrees with the Issuing Lender Bank that, if a draft is paid under any Tranche A Letter of Credit for which the Issuing Lender Bank is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such Tranche A L/C Participant shall pay to the Administrative Agent Issuing Bank upon demand of at the Issuing Lender Bank’s address for notices specified herein an amount equal to such Tranche A L/C Participant’s Revolving Tranche A Aggregate Exposure Percentage of the amount of such draft, or any part thereof, that is not so reimbursed reimbursed. (it being agreed that with ii) The Issuing Bank irrevocably agrees to grant and hereby grants to each Tranche B X/C Participant, and, to induce the Issuing Bank to issue Tranche B Letters of Credit, each Tranche B X/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Bank, on the terms and conditions set forth below, for such Tranche B X/C Participant’s own account and risk an undivided interest equal to such Tranche B X/C Participant’s Tranche B Aggregate Exposure Percentage in the Issuing Bank’s obligations and rights under and in respect to a of each Tranche B Letter of Credit and the amount of each draft paid by the Issuing Bank thereunder. Each Tranche B X/C Participant unconditionally and irrevocably agrees with the Issuing Bank that, if a draft is paid under any Tranche B Letter of Credit for which the Issuing Bank is not reimbursed in a currency other than Dollarsfull by the Borrower in accordance with the terms of this Agreement, each Lsuch Tranche B X/C Participant shall pay the Administrative Agent the Dollar Amount of the applicable amount). The Administrative Agent shall promptly forward such amounts to the Issuing LenderBank upon demand at the Issuing Bank’s address for notices specified herein an amount equal to such Tranche B X/C Participant’s Tranche B Aggregate Exposure Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. (b) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of the Issuing Lender Bank pursuant to Section 3.10(a2.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender Bank under any Letter of Credit is paid to the Administrative Agent for the account of the Issuing Lender Bank within three (3) Business Days after the date such payment is due, such L/C Participant shall pay to the Administrative Agent for the account of 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 the Issuing LenderBank, times and (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.10(a2.4(a) is not made available to the Administrative Agent for the account of the Issuing Lender Bank by such L/C Participant within three (3) Business Days after the date such payment is due, the Issuing Lender Bank shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Base Rate Loans under the Revolving FacilityLoans. A certificate of 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 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 3.10(a2.4(a), the Administrative Agent or the Issuing Lender Bank receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Administrative Agent or the Issuing Lender, as the case may be, Bank will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by the Administrative Agent or the Issuing Lender, as the case may be, Bank shall be required to be returned by the Administrative Agent or the Issuing LenderBank, such L/C Participant shall return to the Administrative Agent for the account of the Issuing Lender Bank the portion thereof previously distributed by the Administrative Agent or the Issuing Lender, as the case may be, Bank to it.

L/C Participations. (a) The Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the each Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases purchases, without recourse or warranty, from the each Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk risk, an undivided interest equal to such L/C Participant’s 's Revolving Credit Percentage in the each Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by the such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which the such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender upon demand of at such Issuing Lender's address for notices specified herein (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender Lender) an amount equal to such L/C Participant’s 's Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed (it being agreed that with respect to a Letter of Credit in a currency other than Dollars, each L/C Participant shall pay the Administrative Agent the Dollar Amount of the applicable amount). The Administrative Agent shall promptly forward such amounts to the Issuing Lenderreimbursed. (b) If any amount (a "Participation Amount") required to be paid by any L/C Participant to the Administrative Agent for the account of the an Issuing Lender pursuant to Section 3.10(a3.4(a) in respect of any unreimbursed portion of any payment made by the such Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of the such Issuing Lender within three (3) Business Days after the date such payment is due, such Issuing Lender shall so notify the L/C Participants, and each L/C Participant shall pay to the Administrative Agent Agent, for the account of the such Issuing Lender Lender, on demand (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) an amount equal to the product of (i) such amountParticipation Amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount Participation Amount required to be paid by any L/C Participant pursuant to Section 3.10(a3.4(a) is not made available to the Administrative Agent for the account of the relevant Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, the Administrative Agent on behalf of such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount Participation Amount with interest thereon calculated from such due date at the rate per annum applicable to Base Rate Loans under the Revolving Credit Facility. A certificate of the Administrative Agent on behalf of an Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the an Issuing Lender has made payment under any Letter of Credit and has received from the Administrative Agent any L/C Participant Participant's its pro rata share of such payment in accordance with Section 3.10(a3.4(a), the Administrative Agent or the such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to the Administrative Agent or for the Issuing Lender, as account of such L/C Participant (and thereafter the case may be, Administrative Agent will promptly distribute to such L/C Participant Participant) its pro rata share thereof; provided, however, that in the event that any such payment received by the Administrative Agent or the such Issuing Lender, as the case may be, Lender shall be required to be returned by the Administrative Agent or the such Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of the such Issuing Lender (and thereafter the Administrative Agent shall promptly return to such Issuing Lender) the portion thereof previously distributed by the Administrative Agent or the such Issuing Lender, as the case may be, to it.

L/C Participations. (a) The Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the each Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the each Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk risk, an undivided interest equal to such L/C Participant’s 's Revolving Credit Percentage in the each Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by the such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which the such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent Agent, for the account of such Issuing Lender, upon demand of at the Administrative Agent's Payment Office (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender Lender) an amount equal to such L/C Participant’s 's Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed (it being agreed that with respect to a Letter of Credit in a currency other than Dollars, each L/C Participant shall pay the Administrative Agent the Dollar Amount of the applicable amount). The Administrative Agent shall promptly forward such amounts to the Issuing Lenderreimbursed. (b) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of the an Issuing Lender pursuant to Section 3.10(a3.4(a) in respect of any unreimbursed portion of any payment made by the such Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of the such Issuing Lender within three (3) Business Days after the date such payment is due, such Issuing Lender shall so notify the Administrative Agent, who shall promptly notify such L/C Participant, and such L/C Participant shall pay to the Administrative Agent Agent, for the account of the such Issuing Lender Lender, on demand (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.10(a3.4(a) is not made available to the Administrative Agent Agent, for the account of the such Issuing Lender Lender, by such L/C Participant within three (3) Business Days after the date such payment is due, the Administrative Agent, on behalf of such Issuing Lender Lender, shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Base Rate Loans under the Revolving Credit Facility. A certificate of the Administrative Agent submitted on behalf of such Issuing Lender submitted to any L/C Participant with respect to any such amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the an Issuing Lender has made payment under any Letter of Credit and has received from the Administrative Agent any L/C Participant its Participant's pro rata share of such payment in accordance with Section 3.10(a3.4(a), the Administrative Agent or the such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to the Administrative Agent or for the Issuing Lender, as account of such L/C Participant (and thereafter the case may be, Administrative Agent will promptly distribute to such L/C Participant Participant) its pro rata share thereof; provided, however, that in the event that any such payment received by the Administrative Agent or the such Issuing Lender, as the case may be, Lender shall be required to be returned by the Administrative Agent or the such Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of the such Issuing Lender (and thereafter the Administrative Agent shall promptly return to such Issuing Lender) the portion thereof previously distributed by the Administrative Agent or the such Issuing Lender, as the case may be, to it.

L/C Participations. (a) The Each US Issuing Lender irrevocably agrees to grant and hereby grants to each US L/C Participant, and, to induce the each US Issuing Lender to issue US Letters of Credit hereunder, each US L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the each US Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such US L/C Participant’s own account and risk risk, an undivided interest equal to such US L/C Participant’s US Revolving Credit Percentage in the each US Issuing Lender’s obligations and rights under and in respect of each US Letter of Credit issued by such US Issuing Lender hereunder and the amount of each draft paid by the such US Issuing Lender thereunder. Each US L/C Participant unconditionally and irrevocably agrees with the each US Issuing Lender that, if a draft is paid under any US Letter of Credit issued by such US Issuing Lender for which the such US Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such US L/C Participant shall pay to such US Issuing Lender, regardless of the occurrence or continuance of a Default or Event of Default or the failure to satisfy any of the other conditions specified in Section 5, upon demand at the Administrative Agent’s address for notices specified herein (and thereafter, the Administrative Agent upon demand of shall promptly pay to the US Issuing Lender Lender) an amount in Dollars equal to such US L/C US Participant’s Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed (it being agreed that with respect to a Letter of Credit in a currency other than Dollars, each L/C Participant shall pay the Administrative Agent the Dollar Amount of the applicable amount). The Administrative Agent shall promptly forward such amounts to the Issuing Lenderreimbursed. (b) If any amount required to be paid by any US L/C Participant to the Administrative Agent for the account of the an US Issuing Lender pursuant to Section 3.10(a3.4(a) in respect of any unreimbursed portion of any payment made by the such US Issuing Lender under any US Letter of Credit is paid to the Administrative Agent for the account of the such US Issuing Lender within three (3) Business Days after the date such payment is due, the US Issuing Lender shall so notify the Administrative Agent, who shall promptly notify the US L/C Participants and each such US L/C Participant shall pay to the Administrative Agent Agent, for the account of the US Issuing Lender on demand (and thereafter the Administrative Agent shall promptly pay to the US Issuing Lender) an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the such US 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 US L/C Participant pursuant to Section 3.10(a3.4(a) is not made available to the Administrative Agent Agent, for the account of the such US Issuing Lender Lender, by such US L/C Participant within three (3) Business Days after the date such payment is due, the Administrative Agent, on behalf of such US Issuing Lender shall be entitled to recover from such US L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Base Rate Loans. A certificate of the Administrative Agent on behalf of such US Issuing Lender submitted to any US L/C Participant with respect to any such amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after any US Issuing Lender has made payment under any US Letter of Credit and has received from the Administrative Agent any US L/C Participant’s pro rata share of such payment in accordance with Section 3.4(a), such US Issuing Lender receives any payment related to such US Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such US Issuing Lender), or any payment of interest on account thereof, such US Issuing Lender will distribute to the Administrative Agent for the account of such US L/C Participant (and thereafter, the Administrative Agent will promptly distribute to such US L/C Participant) its pro rata share thereof; provided, however, that in the event that any such payment received by such US Issuing Lender shall be required to be returned by such US Issuing Lender, such US L/C Participant shall return to the Administrative Agent for the account of such US Issuing Lender the portion thereof previously distributed by such US Issuing Lender to it. (d) Each Canadian Issuing Lender irrevocably agrees to grant and hereby grants to each Canadian L/C Participant, and, to induce each Canadian Issuing Lender to issue Canadian Letters of Credit hereunder, each Canadian L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each Canadian Issuing Lender, on the terms and conditions hereinafter stated, for such Canadian L/C Participant’s own account and risk, an undivided interest equal to such Canadian L/C Participant’s Canadian Revolving Credit Percentage in each Canadian Issuing Lender’s obligations and rights under each Canadian Letter of Credit issued by such Canadian Issuing Lender hereunder and the amount of each draft paid by such Canadian Issuing Lender thereunder. Each Canadian L/C Participant unconditionally and irrevocably agrees with each Canadian Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Canadian Issuing Lender for which such Canadian Issuing Lender is not reimbursed in full by WSCA in accordance with the terms of this Agreement, such Canadian L/C Participant shall pay to such Canadian Issuing Lender, regardless of the occurrence or continuance of a Default or Event of Default or the failure to satisfy any of the other conditions specified in Section 5, upon demand at the Canadian Agent’s address for notices specified herein (and thereafter, the Canadian Agent shall promptly pay to the Canadian Issuing Lender) an amount in Canadian Dollars, equal to such Canadian L/C Participant’s Canadian Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. (e) If any amount required to be paid by any Canadian L/C Participant to a Canadian Issuing Lender pursuant to Section 3.4(d) in respect of any unreimbursed portion of any payment made by such Canadian Issuing Lender under any Canadian Letter of Credit is paid to such Canadian Issuing Lender within three Business Days after the date such payment is due, the Canadian Issuing Lender shall so notify the Administrative Agent and the Canadian Agent who shall promptly notify the Canadian L/C Participants and each such Canadian L/C Participant shall pay to the Canadian Agent, for the account of the Canadian Issuing Lender on demand (and thereafter the Canadian Agent shall promptly pay to the Canadian Issuing Lender) an amount equal to the product of (i) such amount, times (ii) the daily average interbank offered rate quoted by the Canadian Agent during the period from and including the date such payment is required to the date on which such payment is immediately available to such Canadian 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 Canadian L/C Participant pursuant to Section 3.4(d) is not made available to the Canadian Agent, for the account of such Canadian Issuing Lender, by such Canadian L/C Participant within three Business Days after the date such payment is due, the Canadian Agent, on behalf of such Canadian Issuing Lender shall be entitled to recover from such Canadian L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Base Rate Loans under the Revolving Facilityfor amounts due in Dollars and Canadian prime Rate Loans for amounts due in Canadian Dollars. A certificate of the Canadian Agent on behalf of such Canadian Issuing Lender submitted to any Canadian L/C Participant with respect to any such amounts owing under this Section shall be conclusive in the absence of manifest error. (cf) Whenever, at any time after the a Canadian Issuing Lender has made payment under any Canadian Letter of Credit and has received from the Canadian Agent any Canadian L/C Participant its Participant’s pro rata share of such payment in accordance with Section 3.10(a3.4(d), the Administrative Agent or the such Canadian Issuing Lender receives any payment related to such Canadian Letter of Credit (whether directly from WSCA, the Borrower or otherwise, including proceeds of collateral applied thereto by the such Canadian Issuing Lender), or any payment of interest on account thereof, the Administrative Agent or the such Canadian Issuing Lender, as the case may be, Lender will distribute to the Canadian Agent for the account of such Canadian L/C Participant (and thereafter, the Canadian Agent will promptly distribute to such Canadian L/C Participant) its pro rata share thereof; provided, however, that in the event that any such payment received by the Administrative Agent or the such Canadian Issuing Lender, as the case may be, Lender shall be required to be returned by the Administrative Agent or the such Canadian Issuing Lender, such Canadian L/C Participant shall return to the Administrative Canadian Agent for the account of the such Canadian Issuing Lender the portion thereof previously distributed by the Administrative Agent or the such Canadian Issuing Lender, as the case may be, Lender to it.

L/C Participations. (a) The Each Issuing Lender irrevocably agrees to grant and hereby grants to each U.S. RCF L/C Participant or Canadian RCF L/C Participant, as applicable, and, to induce the each Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the applicable Issuing Lender, without recourse or warranty, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s own account and risk an undivided interest interest, within each applicable Tranche, equal to such L/C Participant’s Revolving Extending U.S. RCF Commitment Percentage and/or Non-Extending U.S. RCF Commitment Percentage (in the case of U.S. RCF Letters of Credit) and/or such L/C Participant’s Extending Canadian RCF Commitment Percentage and/or Non-Extending Canadian RCF Commitment Percentage (in the case of Canadian RCF Letters of Credit), in each case determined on the date of issuance of the relevant Letter of Credit, in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and or continued hereunder, the amount of each draft paid by the such Issuing Lender thereunderthereunder and the obligations of the applicable Borrowers under this Agreement with respect thereto (although L/C Fees and related commissions shall be payable directly to the U.S. Administrative Agent or the Canadian Administrative Agent, as applicable, for the account of the applicable Issuing Lender and L/C Participants, as provided in subsection 3.3 and the L/C Participants shall have no right to receive any portion of any facing fees with respect to any such Letters of Credit) and any security therefor or guaranty pertaining thereto; provided that as to any Letter of Credit issued or renewed on or after November 30, 2010 with an expiry date on or after November 30, 2011 (such Letter of Credit, an “Extending Letter of Credit”), such L/C Participants shall be limited to Lenders with Extending U.S. RCF Commitments or Extending Canadian RCF Commitments, as the case may be, and, in the case of any such renewal, there shall be an automatic adjustment to the participations pursuant to this subsection 3.4 to allocate all such participations in such renewed Letter of Credit among the Lenders with Extending U.S. RCF Commitments or Extending Canadian RCF Commitments, as the case may be; provided that notwithstanding anything to the contrary contained herein, no such Letter of Credit shall be renewed if, after giving effect to such allocation, the Individual Extending U.S. RCF Lender Exposure or the Individual Extending Canadian RCF Lender Exposure, as applicable, of any Lender would exceed the Extending U.S. RCF Commitment or Extending Canadian RCF Commitment, as applicable, of such Lender. Each L/C Participant unconditionally and irrevocably agrees with the such Issuing Lender that, if a draft is paid under any Letter of Credit for which the such Issuing Lender is not reimbursed in full by the applicable Borrower in respect of such Letter of Credit in accordance with the terms of this Agreementsubsection 3.5(a), such L/C Participant shall pay to the Administrative Agent such Issuing Lender upon demand of the at such Issuing Lender Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Extending U.S. RCF Commitment Percentage, Non-Extending U.S. RCF Commitment Percentage, Extending Canadian RCF Commitment Percentage or Non-Extending Canadian RCF Commitment Percentage, as applicable, of the amount of such draft, or any part thereof, that which is not so reimbursed reimbursed; provided that nothing in this paragraph shall relieve such Issuing Lender of any liability resulting from the gross negligence or willful misconduct (it being agreed that with respect to a Letter of Credit as determined in a currency final non-appealable decision issued by a court of competent jurisdiction) of such Issuing Lender, or otherwise affect any defense or other than Dollars, each right that any L/C Participant may have as a result of such gross negligence or willful misconduct (as so determined). All calculations of an L/C Participant’s Extending U.S. RCF Commitment Percentage, Non-Extending U.S. RCF Commitment Percentage, Extending Canadian RCF Commitment Percentage and Non-Extending Canadian RCF Commitment Percentage shall pay be made from time to time by the U.S. Administrative Agent and the Dollar Amount of the applicable amount). The Canadian Administrative Agent Agent, respectively, which calculations shall promptly forward such amounts to the Issuing Lenderbe conclusive absent manifest error. (b) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of the an Issuing Lender on demand by such Issuing Lender pursuant to Section 3.10(asubsection 3.4(a) in respect of any unreimbursed portion of any payment made by the such Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of the such Issuing Lender within three (3) Business Days after the date such payment demand is duemade, such L/C Participant shall pay to the Administrative Agent for the account of the such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate (or, in the case of a Canadian RCF Lender, the interbank rate customarily charged by the Canadian Administrative Agent) during the period from and including the date such payment is required to the date on which such payment is immediately available to the such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.10(asubsection 3.4(a) is not in fact made available to the Administrative Agent for the account of the such Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, the such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon (with interest based on the Dollar Equivalent of any amounts denominated in Canadian Dollars) calculated from such due date at the rate per annum applicable to Base Rate Extending RCF Loans under maintained as ABR Loans accruing interest at the Revolving FacilityABR hereunder. A certificate of the an 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 the an Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.10(asubsection 3.4(a), the Administrative Agent or the such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the a Borrower in respect of such Letter of Credit or otherwise, including proceeds of collateral Collateral applied thereto by the such Issuing Lender), or any payment of interest on account thereof, the Administrative Agent or the such Issuing LenderLender will, as the case may beif such payment is received prior to 1:00 P.M., will 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 such Issuing Lender will distribute such payment on the next succeeding Business Day; provided, however, that in the event that any such payment received by the Administrative Agent or the an Issuing Lender, as the case may be, Lender shall be required to be returned by the Administrative Agent or the such Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of the such Issuing Lender the portion thereof previously distributed by the Administrative Agent or the such Issuing Lender, as the case may be, Lender to it.

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Commitment Percentage in the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit issued by the Issuing Lender for which the Issuing Lender is not reimbursed in full by the Borrower through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent Issuing Lender upon demand of at the Issuing Lender Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed (it being agreed that with respect to a Letter of Credit in a currency other than Dollars, each L/C Participant shall pay the Administrative Agent the Dollar Amount of the applicable amount). The Administrative Agent shall promptly forward such amounts to the Issuing Lenderreimbursed. (b) If Upon becoming aware of any amount required to be paid by any L/C Participant to the Administrative Agent for the account of the Issuing Lender pursuant to Section 3.10(a3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit Credit, issued by it, the Issuing Lender shall notify the Administrative Agent of such unreimbursed amount and the Administrative Agent shall notify each L/C Participant (with a copy to the Issuing Lender) of the amount and due date of such required payment and such L/C Participant shall pay to the Administrative Agent (which, in turn shall pay the Issuing Lender) the amount specified on the applicable due date. If any such amount is paid to the Administrative Agent for the account of the Issuing Lender within three (3) Business Days after the date such payment is due, such L/C Participant shall pay to the Administrative Agent for the account of the Issuing Lender on demand an amount equal demand, in addition to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate as determined by the Administrative Agent during the period from and including the date such payment is required due to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.10(a) is not made available to the Administrative Agent for the account of the Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Base Rate Loans under the Revolving Facility. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. With respect to payment to the Issuing Lender of the unreimbursed amounts described in this Section, if the L/C Participants receive notice that any such payment is due (A) prior to 1:00 p.m. on any Business Day, such payment shall be due that Business Day, and (B) after 1:00 p.m. on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit issued by it and has received from any L/C Participant its pro rata share Commitment Percentage of such payment in accordance with Section 3.10(a)this Section, the Administrative Agent or the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Administrative Agent or the Issuing Lender, as the case may be, Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by the Administrative Agent or the Issuing Lender, as the case may be, Lender shall be required to be returned by the Administrative Agent or the Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of the Issuing Lender the portion thereof previously distributed by the Administrative Agent or the Issuing Lender, as the case may be, Lender to it.

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue cause Letters of Credit to be issued hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent Agent, for the account of the Issuing Lender, upon demand of the Issuing Lender an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed (it being agreed that with respect to a Letter of Credit in a currency other than Dollars, each L/C Participant shall pay the Administrative Agent the Dollar Amount of the applicable amount)reimbursed. The Administrative Agent shall promptly forward such amounts to the Issuing Lender. (b) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of the Issuing Lender pursuant to Section 3.10(a3.8(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of the Issuing Lender within three (3) Business Days after the date such payment is due, such L/C Participant shall pay to 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 Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.10(a3.8(a) is not made available to the Administrative Agent for the account of the Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum then applicable to Base Rate Loans under the Revolving Facility. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.10(a3.8(a), the Administrative Agent or the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Administrative Agent or the Issuing Lender, as the case may be, will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by the Administrative Agent or the Issuing Lender, as the case may be, shall be required to be returned by the Administrative Agent or the Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of the Issuing Lender the portion thereof previously distributed by the Administrative Agent or the Issuing Lender, as the case may be, to it.

L/C Participations. (a) The Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the such Issuing Lender to issue Letters of Credit to be issued hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the such Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in the such Issuing Lender’s obligations and rights under and in respect of each Existing Letter of Credit or Letter of Credit issued hereunder hereunder, as applicable, and the amount of each draft paid by the such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the each relevant Issuing Lender that, if a draft is paid under any Letter of Credit for which the such Issuing Lender is not reimbursed in full by the Borrower Borrowers in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent upon demand of the such Issuing Lender an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed (it being agreed that with respect to a Letter of Credit in a currency other than Dollars, each L/C Participant shall pay the Administrative Agent the Dollar Amount of the applicable amount)reimbursed. The Administrative Agent shall promptly forward such amounts to the Issuing Lender. (b) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of the an Issuing Lender pursuant to Section 3.10(a) in respect of any unreimbursed portion of any payment made by the such Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of the such Issuing Lender within three (3) Business Days after the date such payment is due, such L/C Participant shall pay to the Administrative Agent for the account of the such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.10(a) is not made available to the Administrative Agent for the account of the relevant Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, the such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Base Rate Loans under the Revolving Facility. A certificate of the 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 the an Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.10(a), the Administrative Agent or the 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 the such Issuing Lender), or any payment of interest on account thereof, the Administrative Agent or the such Issuing Lender, as the case may be, will transfer such payment to the Administrative Agent and the Administrative Agent will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by the Administrative Agent or the an Issuing Lender, as the case may be, shall be required to be returned by the Administrative Agent or the such Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of the such Issuing Lender the portion thereof previously distributed by the Administrative Agent or the such Issuing Lender, as the case may be, to it.

L/C Participations. By the issuance of a Priority Working Capital L/C (aor an amendment to a Priority Working Capital L/C increasing the amount thereof) The Issuing Lender and without any further action on the part of the Priority Working Capital L/C Issuer or the Priority Lenders, the Priority Working Capital L/C Issuer irrevocably agrees to grant and hereby grants to each L/C ParticipantPriority Lender, and, to induce the Issuing Lender Priority Working Capital L/C Issuer to issue Letters of Credit Priority Working Capital L/Cs hereunder, each L/C Participant Priority Lender irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing LenderPriority Working Capital L/C Issuer, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s Priority Lender's own account and risk an undivided interest equal to such Priority Lender's Priority Commitment Percentage in the Priority Working Capital L/C Participant’s Revolving Percentage in the Issuing Lender’s Issuer's obligations and rights under and in respect of each Letter of Credit Priority Working Capital L/C issued hereunder and the amount of each draft paid by the Issuing Lender Priority Working Capital L/C Issuer thereunder. Each L/C Participant Priority Lender unconditionally and irrevocably agrees with the Issuing Lender Priority Working Capital L/C Issuer that, if a draft is paid under any Letter of Credit Priority Working Capital L/C for which the Issuing Lender Priority Working Capital L/C Issuer is not reimbursed in full by the Borrower in accordance with Company or the Owner pursuant to the terms of this Agreement, such L/C Participant Priority Lender shall pay to the Administrative Agent Priority Working Capital L/C Issuer upon demand by the Priority Working Capital L/C Issuer at the Priority Working Capital L/C Issuer's address for notices specified in Section 12.2 of the Issuing Lender Participation Agreement an amount equal to such Priority Lender's Priority Commitment Percentage of such Priority Working Capital L/C Participant’s Revolving Percentage of the amount of such draft, Reimbursement Obligation or any part thereof, that thereof which is not so reimbursed (it being agreed reimbursed. Each Priority Lender acknowledges and agrees that with its obligation to acquire participations pursuant to this paragraph in respect to a Letter of Credit in a currency other than DollarsPriority Working Capital L/Cs is absolute and unconditional and shall not be affected by any circumstance whatsoever, each including any amendment, renewal or extension of any Priority Working Capital L/C Participant shall pay or the Administrative Agent the Dollar Amount occurrence and continuance of a Post-Effective Default or reduction or termination of the applicable amount)Priority Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. The Administrative Agent shall promptly forward such amounts Any payment made by a Priority Lender pursuant to this paragraph to reimburse the Issuing Lender. (b) If any amount required to be paid by any Priority Working Capital L/C Participant to the Administrative Agent Issuer for the account of the Issuing Lender pursuant to Section 3.10(a) in respect of any unreimbursed portion of any payment made draft paid by the Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of the Issuing Lender within three (3) Business Days after the date such payment is due, such Priority Working Capital L/C Participant shall pay to 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 Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If Issuer under any such amount required to be paid by any Priority Working Capital L/C Participant pursuant (other than the funding of Priority Loans) shall not constitute a Priority Loan and shall not relieve the Company or the Owner of their joint and several obligation to Section 3.10(a) is not made available to pay the Administrative Agent for the account of the Issuing Lender by such outstanding Priority Working Capital L/C Participant within three (3) Business Days after the date such payment is due, the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Base Rate Loans under the Revolving Facility. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest errorReimbursement Obligation. (c) Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.10(a), the Administrative Agent or the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Administrative Agent or the Issuing Lender, as the case may be, will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by the Administrative Agent or the Issuing Lender, as the case may be, shall be required to be returned by the Administrative Agent or the Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of the Issuing Lender the portion thereof previously distributed by the Administrative Agent or the Issuing Lender, as the case may be, to it.