Common use of L/C Participations Clause in Contracts

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lenders to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lenders, 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 Lenders’ obligations and rights (though, in the case of rights, subject to such L/C Participant’s satisfaction of its reimbursement obligation set forth in the following sentence) under and in respect of each Letter of Credit issued hereunder and the Dollar Amount of each L/C Disbursement paid by the Issuing Lenders thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if an L/C Disbursement 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 the Administrative Agent upon demand of such Issuing Lender an amount equal to such L/C Participant’s Revolving Percentage of the Dollar Amount of such L/C Disbursement, or any part thereof, that is not so reimbursed. The L/C Participants’ obligations to make such payment shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that any L/C Participant may have or have had against an Issuing Lender, the Borrower or any other Person. The Administrative Agent shall promptly forward such Dollar Amount to such Issuing Lender. (b) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of an Issuing Lender pursuant to Section 3.8(a) in respect of any unreimbursed portion of any L/C Disbursement made by such Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of such Issuing Lender within three (3) Business Days after the date such payment is due, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender on demand an amount in Dollars equal to the product of (i) the Dollar Amount of such amount, times (ii) the daily average Federal Funds Rate during the period from and including the date such L/C Disbursement is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.8(a) is not made available to the Administrative Agent in Dollars for the account of such Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, the Dollar Amount of such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Facility (or to the extent that such L/C Disbursement was made in a Foreign Currency, a Eurocurrency Revolving Loan in such Foreign Currency in an amount equal to the L/C Disbursement made by such Issuing Lender under such Letter of Credit). A certificate of an Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.8(a), the Administrative Agent or such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, the Administrative Agent or 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 any such payment received by Administrative Agent or such Issuing Lender, as the case may be, shall be required to be returned by the Administrative Agent or such Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of such Issuing Lender the portion thereof previously distributed by the Administrative Agent or such Issuing Lender, as the case may be, to it.

L/C Participations. (a) Each Issuing Lender The L/C Provider irrevocably agrees to grant and hereby grants to each L/C ParticipantCommitted Note Purchaser, and, to induce the Issuing Lenders L/C Provider to issue provide Letters of Credit hereunderhereunder (and, each if the L/C Participant Provider is not the L/C Issuing Bank for any Letter of Credit, to induce the L/C Provider to agree to reimburse such L/C Issuing Bank for any payment of any drafts presented thereunder), each Committed Note Purchaser irrevocably and unconditionally agrees to accept and purchase and hereby accepts and purchases from the Issuing LendersL/C Provider, on the terms and conditions set forth below, for such L/C ParticipantCommitted Note Purchaser’s own account and risk an undivided interest equal to such its Committed Note Purchaser Percentage of the related Investor Group’s Commitment Percentage of the L/C ParticipantProvider’s Revolving Percentage in the Issuing Lenders’ obligations and rights (though, in the case of rights, subject to such L/C Participant’s satisfaction of its reimbursement obligation set forth in the following sentence) under and in respect of each Letter of Credit issued provided hereunder and the Dollar Amount of each L/C Disbursement Reimbursement Amount with respect to each draft paid or reimbursed by the Issuing Lenders thereunder. Each L/C Participant Provider in connection therewith. Subject to Section 2.07(c), each Committed Note Purchaser unconditionally and irrevocably agrees with each Issuing Lender the L/C Provider that, if an L/C Disbursement a draft is paid under any Letter of Credit for which such Issuing Lender the L/C Provider is not reimbursed paid in full by the Borrower Co-Issuers in accordance with the terms of this Agreement, such L/C Participant Committed Note Purchaser shall pay to the Administrative Agent upon demand of such Issuing Lender the L/C Provider an amount equal to such its Committed Note Purchaser Percentage of the related Investor Group’s Commitment Percentage of the L/C Participant’s Revolving Percentage of the Dollar Reimbursement Amount of with respect to such L/C Disbursementdraft, or any part thereof, that is not so reimbursed. The L/C Participants’ obligations to make such payment shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that any L/C Participant may have or have had against an Issuing Lender, the Borrower or any other Person. The Administrative Agent shall promptly forward such Dollar Amount to such Issuing Lenderpaid. (b) If any amount required to be paid by any L/C Participant Committed Note Purchaser to the Administrative Agent for forwarding to the account of an Issuing Lender L/C Provider pursuant to Section 3.8(a2.09(a) in respect of any unreimbursed portion of any payment made or reimbursed by the L/C Disbursement made by such Issuing Lender Provider under any Letter of Credit is paid to the Administrative Agent for forwarding to the account of such Issuing Lender L/C Provider within three (3) Business Days after the date such payment is due, such Committed Note Purchaser shall pay to Administrative Agent for forwarding to the L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender Provider on demand an amount in Dollars equal to the product of (i) the Dollar Amount of such amount, times (ii) the daily average Federal Funds Rate during the period from and including the date such L/C Disbursement payment is required to the date on which such payment is immediately available to such Issuing Lenderthe L/C Provider, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant Committed Note Purchaser pursuant to Section 3.8(a2.09(a) is not made available to the Administrative Agent in Dollars for forwarding to the account of such Issuing Lender by such L/C Participant Provider by such Committed Note Purchaser within three (3) Business Days after the date such payment is due, such Issuing Lender the L/C Provider shall be entitled to recover from such L/C ParticipantCommitted Note Purchaser, on demand, the Dollar Amount of such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Facility (or to the extent that such L/C Disbursement was made in a Foreign Currency, a Eurocurrency Revolving Loan in such Foreign Currency in an amount equal to Base Rate. A certificate of the L/C Disbursement made by such Issuing Lender under such Letter of Credit). A certificate of an Issuing Lender Provider submitted to any L/C Participant Committed Note Purchaser with respect to any amounts owing under this Section shall be conclusive 2.09(b), in the absence of manifest error, shall be conclusive and binding on such Committed Note Purchaser. Such amounts payable under this Section 2.09(b) shall be paid without any deduction for any withholding Taxes. (c) Whenever, at any time after an Issuing Lender payment has been made payment under any Letter of Credit and the L/C Provider has received from any L/C Participant Committed Note Purchaser its pro rata share of such payment in accordance with Section 3.8(a2.09(a), the Administrative Agent or such Issuing Lender the L/C Provider receives any payment related to such Letter of Credit (whether directly from the Borrower Co-Issuers or otherwise, including proceeds of collateral applied thereto by such Issuing Lenderthe L/C Provider), or any payment of interest on account thereof, the Administrative Agent or such Issuing Lenderthe L/C Provider, as the case may be, will distribute to such L/C Participant Committed Note Purchaser its pro rata share thereof; provided, however, that in the event that any such payment received by the Administrative Agent or such Issuing Lenderthe L/C Provider, as the case may be, shall be required to be returned by the Administrative Agent or such Issuing Lender, such the L/C Participant Provider, such Committed Note Purchaser shall return to the Administrative Agent for the account of such Issuing Lender the L/C Provider the portion thereof previously distributed by the Administrative Agent or such Issuing Lenderthe L/C Provider, as the case may be, to it. (d) Each Committed Note Purchaser’s obligation to make the Advances referred to in Section 2.08(a) and to pay its pro rata share of any unreimbursed draft pursuant to Section 2.09(a) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Committed Note Purchaser or the Co-Issuers may have against the L/C Provider, any L/C Issuing Bank, the Co-Issuers or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Article VII other than at the time the related Letter of Credit was issued; (iii) an adverse change in the condition (financial or otherwise) of the Co-Issuers; (iv) any breach of this Agreement or any other Indenture Document by any Co-Issuer or any other Person; (v) any amendment, renewal or extension of any Letter of Credit in compliance with this Agreement or with the terms of such Letter of Credit, as applicable; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

L/C Participations. (a) Each Issuing Lender The L/C Provider irrevocably agrees to grant and hereby grants to each L/C ParticipantCommitted Note Purchaser, and, to induce the Issuing Lenders L/C Provider to issue provide Letters of Credit hereunderhereunder (and, each if the L/C Participant Provider is not the L/C Issuing Bank for any Letter of Credit, to induce the L/C Provider to agree to reimburse such L/C Issuing Bank for any payment of any drafts presented thereunder), each Committed Note Purchaser irrevocably and unconditionally agrees to accept and purchase and hereby accepts and purchases from the Issuing LendersL/C Provider, on the terms and conditions set forth below, for such L/C ParticipantCommitted Note Purchaser’s own account and risk an undivided interest equal to such its Committed Note Purchaser Percentage of the related Investor Group’s Commitment Percentage of the L/C ParticipantProvider’s Revolving Percentage in the Issuing Lenders’ obligations and rights (though, in the case of rights, subject to such L/C Participant’s satisfaction of its reimbursement obligation set forth in the following sentence) under and in respect of each Letter of Credit issued provided hereunder and the Dollar Amount of each L/C Disbursement Reimbursement Amount with respect to each draft paid or reimbursed by the Issuing Lenders thereunder. Each L/C Participant Provider in connection therewith. Subject to Section 2.07(c), each Committed Note Purchaser unconditionally and irrevocably agrees with each Issuing Lender the L/C Provider that, if an L/C Disbursement a draft is paid under any Letter of Credit for which such Issuing Lender the L/C Provider is not reimbursed paid in full by the Borrower Master Issuer in accordance with the terms of this Agreement, such L/C Participant Committed Note Purchaser shall pay to the Administrative Agent upon demand of such Issuing Lender the L/C Provider an amount equal to such its Committed Note Purchaser Percentage of the related Investor Group’s Commitment Percentage of the L/C Participant’s Revolving Percentage of the Dollar Reimbursement Amount of with respect to such L/C Disbursementdraft, or any part thereof, that is not so reimbursed. The L/C Participants’ obligations to make such payment shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that any L/C Participant may have or have had against an Issuing Lender, the Borrower or any other Person. The Administrative Agent shall promptly forward such Dollar Amount to such Issuing Lenderpaid. (b) If any amount required to be paid by any L/C Participant Committed Note Purchaser to the Administrative Agent for forwarding to the account of an Issuing Lender L/C Provider pursuant to Section 3.8(a2.09(a) in respect of any unreimbursed portion of any payment made or reimbursed by the L/C Disbursement made by such Issuing Lender Provider under any Letter of Credit is paid to the Administrative Agent for forwarding to the account of such Issuing Lender L/C Provider within three (3) Business Days after the date such payment is due, such Committed Note Purchaser shall pay to Administrative Agent for forwarding to the L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender Provider on demand an amount in Dollars equal to the product of (i) the Dollar Amount of such amount, times (ii) the daily average Federal Funds Rate during the period from and including the date such L/C Disbursement payment is required to the date on which such payment is immediately available to such Issuing Lenderthe L/C Provider, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant Committed Note Purchaser pursuant to Section 3.8(a2.09(a) is not made available to the Administrative Agent in Dollars for forwarding to the account of such Issuing Lender by such L/C Participant Provider by such Committed Note Purchaser within three (3) Business Days after the date such payment is due, such Issuing Lender the L/C Provider shall be entitled to recover from such L/C ParticipantCommitted Note Purchaser, on demand, the Dollar Amount of such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Facility (or to the extent that such L/C Disbursement was made in a Foreign Currency, a Eurocurrency Revolving Loan in such Foreign Currency in an amount equal to Base Rate. A certificate of the L/C Disbursement made by such Issuing Lender under such Letter of Credit). A certificate of an Issuing Lender Provider submitted to any L/C Participant Committed Note Purchaser with respect to any amounts owing under this Section shall be conclusive 2.09(b), in the absence of manifest error, shall be conclusive and binding on such Committed Note Purchaser. Such amounts payable under this Section 2.09(b) shall be paid without any deduction for any withholding taxes. (c) Whenever, at any time after an Issuing Lender payment has been made payment under any Letter of Credit and the L/C Provider has received from any L/C Participant Committed Note Purchaser its pro rata share of such payment in accordance with Section 3.8(a2.09(a), the Administrative Agent or such Issuing Lender the L/C Provider receives any payment related to such Letter of Credit (whether directly from the Borrower Master Issuer or otherwise, including proceeds of collateral applied thereto by such Issuing Lenderthe L/C Provider), or any payment of interest on account thereof, the Administrative Agent or such Issuing Lenderthe L/C Provider, as the case may be, will distribute to such L/C Participant Committed Note Purchaser its pro rata share thereof; provided, however, that in the event that any such payment received by the Administrative Agent or such Issuing Lenderthe L/C Provider, as the case may be, shall be required to be returned by the Administrative Agent or such Issuing Lender, such the L/C Participant Provider, such Committed Note Purchaser shall return to the Administrative Agent for the account of such Issuing Lender the L/C Provider the portion thereof previously distributed by the Administrative Agent or such Issuing Lenderthe L/C Provider, as the case may be, to it. (d) Each Committed Note Purchaser’s obligation to make the Advances referred to in Section 2.08(a) and to pay its pro rata share of any unreimbursed draft pursuant to Section 2.09(a) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Committed Note Purchaser or the Master Issuer may have against the L/C Provider, any L/C Issuing Bank, the Master Issuer or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Article VII other than at the time the related Letter of Credit was issued; (iii) an adverse change in the condition (financial or otherwise) of the Master Issuer; (iv) any breach of this Agreement or any other Indenture Document by the Master Issuer or any other Person; (v) any amendment, renewal or extension of any Letter of Credit in compliance with this Agreement or with the terms of such Letter of Credit, as applicable; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

L/C Participations. (a) Each Issuing Lender The L/C Provider irrevocably agrees to grant and hereby grants to each L/C ParticipantCommitted Note Purchaser, and, to induce the Issuing Lenders L/C Provider to issue provide Letters of Credit hereunderhereunder (and, each if the L/C Participant Provider is not the L/C Issuing Bank for any Letter of Credit, to induce the L/C Provider to agree to reimburse such L/C Issuing Bank for any payment of any drafts presented thereunder), each Committed Note Purchaser irrevocably and unconditionally agrees to accept and purchase and hereby accepts and purchases from the Issuing LendersL/C Provider, on the terms and conditions set forth below, for such L/C ParticipantCommitted Note Purchaser’s own account and risk an undivided interest equal to such its Committed Note Purchaser Percentage of the related Investor Group’s Commitment Percentage of the L/C ParticipantProvider’s Revolving Percentage in the Issuing Lenders’ obligations and rights (though, in the case of rights, subject to such L/C Participant’s satisfaction of its reimbursement obligation set forth in the following sentence) under and in respect of each Letter of Credit issued provided hereunder and the Dollar Amount of each L/C Disbursement Reimbursement Amount with respect to each draft paid or reimbursed by the Issuing Lenders thereunder. Each L/C Participant Provider in connection therewith. Subject to Section 2.07(c), each Committed Note Purchaser unconditionally and irrevocably agrees with each Issuing Lender the L/C Provider that, if an L/C Disbursement a draft is paid under any Letter of Credit for which such Issuing Lender the L/C Provider is not reimbursed paid in full by the Borrower Co-Issuers in accordance with the terms of this Agreement, such L/C Participant Committed Note Purchaser shall pay to the Administrative Agent upon demand of such Issuing Lender the L/C Provider an amount equal to such its Committed Note Purchaser Percentage of the related Investor Group’s Commitment Percentage of the L/C Participant’s Revolving Percentage of the Dollar Reimbursement Amount of with respect to such L/C Disbursementdraft, or any part thereof, that is not so reimbursed. The L/C Participants’ obligations to make such payment shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that any L/C Participant may have or have had against an Issuing Lender, the Borrower or any other Person. The Administrative Agent shall promptly forward such Dollar Amount to such Issuing Lenderpaid. (b) If any amount required to be paid by any L/C Participant Committed Note Purchaser to the Administrative Agent for forwarding to the account of an Issuing Lender L/C Provider pursuant to Section 3.8(a2.09(a) in respect of any unreimbursed portion of any payment made or reimbursed by the L/C Disbursement made by such Issuing Lender Provider under any Letter of Credit is paid to the Administrative Agent for forwarding to the account of such Issuing Lender L/C Provider within three (3) Business Days after the date such payment is due, such Committed Note Purchaser shall pay to Administrative Agent for forwarding to the L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender Provider on demand an amount in Dollars equal to the product of (i) the Dollar Amount of such amount, times (ii) the daily average Federal Funds Rate during the period from and including the date such L/C Disbursement payment is required to the date on which such payment is immediately available to such Issuing Lenderthe L/C Provider, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant Committed Note Purchaser pursuant to Section 3.8(a2.09(a) is not made available to the Administrative Agent in Dollars for forwarding to the account of such Issuing Lender by such L/C Participant Provider by such Committed Note Purchaser within three (3) Business Days after the date such payment is due, such Issuing Lender the L/C Provider shall be entitled to recover from such L/C ParticipantCommitted Note Purchaser, on demand, the Dollar Amount of such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Facility (or to the extent that such L/C Disbursement was made in a Foreign Currency, a Eurocurrency Revolving Loan in such Foreign Currency in an amount equal to Base Rate. A certificate of the L/C Disbursement made by such Issuing Lender under such Letter of Credit). A certificate of an Issuing Lender Provider submitted to any L/C Participant Committed Note Purchaser with respect to any amounts owing under this Section shall be conclusive 2.09(b), in the absence of manifest error, shall be conclusive and binding on such Committed Note Purchaser. Such amounts payable under this Section 2.09(b) shall be paid without any deduction for any withholding taxes. (c) Whenever, at any time after an Issuing Lender payment has been made payment under any Letter of Credit and the L/C Provider has received from any L/C Participant Committed Note Purchaser its pro rata share of such payment in accordance with Section 3.8(a2.09(a), the Administrative Agent or such Issuing Lender the L/C Provider receives any payment related to such Letter of Credit (whether directly from the Borrower Co-Issuers or otherwise, including proceeds of collateral applied thereto by such Issuing Lenderthe L/C Provider), or any payment of interest on account thereof, the Administrative Agent or such Issuing Lenderthe L/C Provider, as the case may be, will distribute to such L/C Participant Committed Note Purchaser its pro rata share thereof; provided, however, that in the event that any such payment received by the Administrative Agent or such Issuing Lenderthe L/C Provider, as the case may be, shall be required to be returned by the Administrative Agent or such Issuing Lender, such the L/C Participant Provider, such Committed Note Purchaser shall return to the Administrative Agent for the account of such Issuing Lender the L/C Provider the portion thereof previously distributed by the Administrative Agent or such Issuing Lenderthe L/C Provider, as the case may be, to it. (d) Each Committed Note Purchaser’s obligation to make the Advances referred to in Section 2.08(a) and to pay its pro rata share of any unreimbursed draft pursuant to Section 2.09(a) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Committed Note Purchaser or the Co-Issuers may have against the L/C Provider, any L/C Issuing Bank, the Co-Issuers or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Article VII other than at the time the related Letter of Credit was issued; (iii) an adverse change in the condition (financial or otherwise) of the Co-Issuers; (iv) any breach of this Agreement or any other Indenture Document by any Co-Issuer or any other Person; (v) any amendment, renewal or extension of any Letter of Credit in compliance with this Agreement or with the terms of such Letter of Credit, as applicable; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

L/C Participations. (a) Each Issuing Lender The L/C Provider irrevocably agrees to grant and hereby grants to each L/C ParticipantCommitted Note Purchaser, and, to induce the Issuing Lenders L/C Provider to issue provide Letters of Credit hereunderhereunder (and, each if the L/C Participant Provider is not the L/C Issuing Bank for any Letter of Credit, to induce the L/C Provider to agree to reimburse such L/C Issuing Bank for any payment of any drafts presented thereunder), each Committed Note Purchaser irrevocably and unconditionally agrees to accept and purchase and hereby accepts and purchases from the Issuing LendersL/C Provider, on the terms and conditions set forth below, for such L/C ParticipantCommitted Note Purchaser’s own account and risk an undivided interest equal to such its Committed Note Purchaser Percentage of the related Investor Group’s Commitment Percentage of the L/C ParticipantProvider’s Revolving Percentage in the Issuing Lenders’ obligations and rights (though, in the case of rights, subject to such L/C Participant’s satisfaction of its reimbursement obligation set forth in the following sentence) under and in respect of each Letter of Credit issued provided hereunder and the Dollar Amount of each L/C Disbursement Reimbursement Amount with respect to each draft paid or reimbursed by the Issuing Lenders thereunder. Each L/C Participant Provider in connection therewith. Subject to Section 2.07(c), each Committed Note Purchaser unconditionally and irrevocably agrees with each Issuing Lender the L/C Provider that, if an L/C Disbursement a draft is paid under any Letter of Credit for which such Issuing Lender the L/C Provider is not reimbursed paid in full by the Borrower Co-Issuers in accordance with the terms of this Agreement, such L/C Participant Committed Note Purchaser shall pay to the Administrative Agent upon demand of such Issuing Lender the L/C Provider an amount equal to such its Committed Note Purchaser Percentage of the related Investor Group’s Commitment Percentage of the L/C Participant’s Revolving Percentage of the Dollar Reimbursement Amount of with respect to such L/C Disbursementdraft, or any part thereof, that is not so reimbursed. The L/C Participants’ obligations to make such payment shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that any L/C Participant may have or have had against an Issuing Lender, the Borrower or any other Person. The Administrative Agent shall promptly forward such Dollar Amount to such Issuing Lenderpaid. (b) If any amount required to be paid by any L/C Participant Committed Note Purchaser to the Administrative Agent for forwarding to the account of an Issuing Lender L/C Provider pursuant to Section 3.8(a2.09(a) in respect of any unreimbursed portion of any payment made or reimbursed by the L/C Disbursement made by such Issuing Lender Provider under any Letter of Credit is paid to the Administrative Agent for forwarding to the account of such Issuing Lender L/C Provider within three (3) Business Days after the date such payment is due, such L/C Participant Committed Note Purchaser shall pay to the Administrative Agent for forwarding to the account of such Issuing Lender L/C Provider on demand an amount in Dollars equal to the product of (i) the Dollar Amount of such amount, times (ii) the daily average Federal Funds Rate during the period from and including the date such L/C Disbursement payment is required to the date on which such payment is immediately available to such Issuing Lenderthe L/C Provider, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant Committed Note Purchaser pursuant to Section 3.8(a2.09(a) is not made available to the Administrative Agent in Dollars for forwarding to the account of such Issuing Lender by such L/C Participant Provider by such Committed Note Purchaser within three (3) Business Days after the date such payment is due, such Issuing Lender the L/C Provider shall be entitled to recover from such L/C ParticipantCommitted Note Purchaser, on demand, the Dollar Amount of such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Facility (or to the extent that such L/C Disbursement was made in a Foreign Currency, a Eurocurrency Revolving Loan in such Foreign Currency in an amount equal to Base Rate. A certificate of the L/C Disbursement made by such Issuing Lender under such Letter of Credit). A certificate of an Issuing Lender Provider submitted to any L/C Participant Committed Note Purchaser with respect to any amounts owing under this Section shall be conclusive 2.09(b), in the absence of manifest error, shall be conclusive and binding on such Committed Note Purchaser. Such amounts payable under this Section 2.09(b) shall be paid without any deduction for any withholding taxes. (c) Whenever, at any time after an Issuing Lender payment has been made payment under any Letter of Credit and the L/C Provider has received from any L/C Participant Committed Note Purchaser its pro rata share of such payment in accordance with Section 3.8(a2.09(a), the Administrative Agent or such Issuing Lender the L/C Provider receives any payment related to such Letter of Credit (whether directly from the Borrower any Co-Issuer or otherwise, including proceeds of collateral applied thereto by such Issuing Lenderthereto), or any payment of interest on account thereof, the Administrative Agent or such Issuing Lenderthe L/C Provider, as the case may be, will distribute to such L/C Participant Committed Note Purchaser its pro rata share thereof; provided, however, that in the event that any such payment received by the Administrative Agent or such Issuing Lenderthe L/C Provider, as the case may be, shall be required to be returned by the Administrative Agent or such Issuing Lender, such the L/C Participant Provider such Committed Note Purchaser shall return to the Administrative Agent for the account of such Issuing Lender the L/C Provider the portion thereof previously distributed by the Administrative Agent or such Issuing Lenderthe L/C Provider, as the case may be, to it. (d) Each Committed Note Purchaser’s obligation to make the Advances referred to in Section 2.08(a) and to pay its pro rata share of any unreimbursed draft pursuant to Section 2.09(a) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Committed Note Purchaser or any Co-Issuer may have against the L/C Provider, any L/C Issuing Bank, any Co-Issuer or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Article VII other than at the time the related Letter of Credit was issued; (iii) an adverse change in the condition (financial or otherwise) of any Co-Issuer; (iv) any breach of this Agreement or any other Indenture Document by any Co-Issuer or any other Person; (v) any amendment, renewal or extension of any Letter of Credit in compliance with this Agreement or with the terms of such Letter of Credit, as applicable; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lenders 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 LendersLender, without recourse or warranty, 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 Lenders’ Lender’s obligations and rights (though, in the case of rights, subject to such L/C Participant’s satisfaction of its reimbursement obligation set forth in the following sentence) under and in respect of each Letter of Credit issued hereunder and the Dollar Amount amount of each L/C Disbursement draft paid by the Issuing Lenders thereunderLender thereunder and the obligations of the Borrower under this Agreement with respect thereto. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender that, if an L/C Disbursement a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent upon demand of such the Issuing Lender an amount equal to such L/C Participant’s Revolving Percentage of the Dollar Amount amount of such L/C Disbursementdraft, or any part thereof, that is not so reimbursed. The L/C Participants’ obligations to make such payment shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that any L/C Participant may have or have had against an Issuing Lender, the Borrower or any other Person. The Administrative Agent shall promptly forward such Dollar Amount amounts to such the Issuing Lender. (b) If any amount required to be paid by any . Each L/C Participant to the Administrative Agent for the account of an Issuing Lender pursuant to Participant’s obligations under this Section 3.8(a3.10 shall be absolute and unconditional and shall not be affected by any circumstance, including (i) in respect of any unreimbursed portion of any L/C Disbursement made by such Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of such Issuing Lender within three (3) Business Days after the date such payment is duesetoff, counterclaim, recoupment, defense or other right that such L/C Participant shall pay to or the Administrative Agent for Borrower may have against the account of such Issuing Lender on demand an amount in Dollars equal to the product of (i) the Dollar Amount of such amount, times (ii) the daily average Federal Funds Rate during the period from and including the date such L/C Disbursement is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.8(a) is not made available to the Administrative Agent in Dollars for the account of such Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, the Dollar Amount of such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Facility (or to the extent that such L/C Disbursement was made in a Foreign Currency, a Eurocurrency Revolving Loan in such Foreign Currency in an amount equal to the L/C Disbursement made by such Issuing Lender under such Letter of Credit). A certificate of an Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.8(a), the Administrative Agent or such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, the Administrative Agent or 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 other Person for any such payment received by Administrative Agent or such Issuing Lender, as the case may be, shall be required to be returned by the Administrative Agent or such Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of such Issuing Lender the portion thereof previously distributed by the Administrative Agent or such Issuing Lender, as the case may be, to it.reason whatsoever;

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lenders to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lenders, 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 Lenders’ obligations and rights (though, in the case of rights, subject to such L/C Participant’s satisfaction of its reimbursement obligation set forth in the following sentence) under and in respect of each Letter of Credit issued hereunder and the Dollar Amount amount of each L/C Disbursement draft paid by the Issuing Lenders thereunderthereunder (in respect of any Letter of Credit issued in an Alternate Currency, with such participation expressed in the Dollar Equivalent thereof). Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if an L/C Disbursement 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 the Administrative Agent upon demand of such Issuing Lender an amount equal to such L/C Participant’s Revolving Percentage of the Dollar Amount amount of such L/C Disbursementdraft, or any part thereof, that is not so reimbursed. The L/C Participants’ obligations to make such payment shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that any L/C Participant may have or have had against an Issuing Lender, the Borrower or any other Person. The Administrative Agent shall promptly forward such Dollar Amount amounts to such Issuing Lender. (b) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of an Issuing Lender pursuant to Section 3.8(a2.8(a) in respect of any unreimbursed portion of any L/C Disbursement payment made by such Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of such Issuing Lender within three (3) Business Days after the date such payment is due, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender on demand an amount in Dollars equal to the product of (i) the Dollar Amount of such amount, times (ii) the daily average Federal Funds Rate (or, in the case of any Letter of Credit denominated in any Alternate Currency, the Administrative Agent’s customary rate for interbank advances in such Alternate Currency) during the period from and including the date such L/C Disbursement payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.8(a2.8(a) is not made available to the Administrative Agent in Dollars for the account of such Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, the Dollar Amount of such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Base Rate Loans under the Revolving Facility (or to the extent that such L/C Disbursement was made in a Foreign Currency, a Eurocurrency Revolving Loan in such Foreign Currency in an amount equal to the L/C Disbursement made by such Issuing Lender under such Letter of Credit)Facility. A certificate of an Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.8(a2.8(a), the Administrative Agent or such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, the Administrative Agent or 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 any such payment received by Administrative Agent or such Issuing Lender, as the case may be, shall be required to be returned by the Administrative Agent or such Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of such Issuing Lender the portion thereof previously distributed by the Administrative Agent or such Issuing Lender, as the case may be, to it.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lenders 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 LendersLender, 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 1 Percentage in the Issuing Lenders’ Lender’s obligations and rights (though, in the case of rights, subject to such L/C Participant’s satisfaction of its reimbursement obligation set forth in the following sentence) under and in respect of each Letter of Credit issued hereunder and the Dollar Amount amount of each draft paid by the Issuing Lender thereunder. Upon any change in the Revolving Credit 1 Percentage of any L/C Participant, the L/C participations allocated to each L/C Disbursement Participant shall be automatically reallocated such that each L/C Participant shall hold for its own risk and account an undivided interest equal to such L/C Participants new Revolving Credit 1 Percentage in the Issuing Lender’s obligations and rights under each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lenders Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender that, if an L/C Disbursement a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent Issuing Lender, regardless of the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, upon demand of such demand, at the Issuing Lender Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit 1 Percentage of the Dollar Amount amount of such L/C Disbursementdraft, or any part thereof, that is not so reimbursed. The L/C Participants’ obligations to make such payment shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that any Each L/C Participant may have acknowledges and agrees that its obligation to acquire participations and make payments 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 have had against an Issuing Lenderextension of any Letter of Credit, the occurrence and continuance of a Default or Event of Default, the reduction or termination of the Commitments, any adverse change in the condition (financial or otherwise) of the Borrower or any other Person. The Administrative Agent Person or any breach of this Agreement or any other Loan Document by the Borrower or any other Person (including, without limitation, any other Revolving Credit 1 Lender), and each such payment shall promptly forward such Dollar Amount to such Issuing Lenderbe made without any offset, abatement, withholding or reduction whatsoever. (b) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of an Issuing Lender pursuant to Section 3.8(a3.4(a) in respect of any unreimbursed portion of any L/C Disbursement payment made by such the Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of 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 such Issuing Lender on demand an amount in Dollars equal to the product of (i) the Dollar Amount of such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such L/C Disbursement payment is required to the date on which such payment is immediately available to such the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.8(a3.4(a) is not made available to the Administrative Agent in Dollars for the account of such Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, such the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, the Dollar Amount of such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Base Rate Loans under the constituting Revolving Facility (or to the extent that such L/C Disbursement was made in a Foreign Currency, a Eurocurrency Revolving Loan in such Foreign Currency in an amount equal to the L/C Disbursement made by such Issuing Lender under such Letter of Credit)Credit 1 Loans. A certificate of an the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.8(a3.4(a), the Administrative Agent or such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such the Issuing Lender), or any payment of interest on account thereof, the Administrative Agent or such 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 Administrative Agent or such the Issuing Lender, as the case may be, Lender shall be required to be returned by the Administrative Agent or such Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of such Issuing Lender the portion thereof previously distributed by the Administrative Agent or such Issuing Lender, as the case may be, Lender to it.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the each Issuing Lenders Lender to issue Letters of Credit hereunderhereunder to the Canadian Borrower, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the each Issuing LendersLender, 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 (i) with respect to Revolving Credit US/CA Lenders, such L/C Participant’s Revolving Credit US/CA Percentage of the Revolving Credit US/CA Facility Percentage of each Issuing Lender’s obligations and rights under each Letter of Credit issued by such Issuing Lender hereunder for the Canadian Borrower and the amount of each draft paid by such Issuing Lender thereunder and (ii) with respect to Revolving Credit CA Lenders, such L/C Participant’s Revolving Credit CA Percentage of the Revolving Credit CA Facility Percentage of each Issuing Lender’s obligations and rights under each letter of Credit issued by such Issuing Lender hereunder for the Canadian Borrower and the amount of each draft paid by such Issuing Lender hereunder. Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant that is a Revolving Credit US/CA Lender, and, to induce each Issuing Lender to issue Letters of Credit to the US Borrower hereunder, each L/C Participant that is a Revolving Credit US/CA Lender irrevocably agrees to accept and purchase 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 US/CA Percentage in the of each Issuing Lenders’ Lender’s obligations and rights (though, in the case of rights, subject to such L/C Participant’s satisfaction of its reimbursement obligation set forth in the following sentence) under and in respect of each Letter of Credit issued by such Issuing Lender hereunder for the US Borrower and the Dollar Amount amount of each L/C Disbursement draft paid by the such Issuing Lenders Lender thereunder. Each L/C Participant that is a Revolving Credit US/CA Lender unconditionally and irrevocably agrees with each Issuing Lender that, if an L/C Disbursement a draft is paid under any Letter of Credit issued by such Issuing Lender with respect to the US Borrower and for which such Issuing Lender is not reimbursed in full by the US Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such 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 such shall promptly pay to the Issuing Lender Lender) an amount in Dollars or Canadian Dollars, as applicable, equal to such L/C Participant’s Revolving Credit US/CA Percentage of the Dollar Amount amount of such L/C Disbursementdraft, or any part thereof, that is not so reimbursed. The L/C Participants’ obligations to make such payment shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that any Each L/C Participant may have or have had against an unconditionally and irrevocably agrees with each Issuing LenderLender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender with respect to the Canadian Borrower or any other Person. The Administrative Agent and for which such Issuing Lender is not reimbursed in full by the Canadian Borrower in accordance with the terms of this Agreement, such L/C Participant shall promptly forward such Dollar Amount pay to such 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 Issuing Lender) an amount in Dollars or Canadian Dollars, as applicable, equal to (i) with respect to any such L/C Participant which is a Revolving Credit US/CA Lender, such L/C Participant’s Revolving Credit US/CA Percentage of the Revolving Credit US/CA Facility Percentage of the amount of such draft, or any part thereof, that is not so reimbursed and (ii) with respect to any such L/C Participant which is a Revolving Credit CA Lender, such L/C Participant’s Revolving Credit CA Percentage of the Revolving Credit CA Facility 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 an Issuing Lender pursuant to Section 3.8(a3.4(a) in respect of any unreimbursed portion of any L/C Disbursement payment made by such Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of such Issuing Lender within three (3) Business Days after the date such payment is due, the Issuing Lender shall so notify the Administrative Agent or the Canadian Agent, as applicable, who shall promptly notify the applicable L/C Participants and each such L/C Participant shall pay to the Administrative Agent or the Canadian Agent, as applicable, for the account of such the Issuing Lender on demand (and thereafter the Administrative Agent or the Canadian Agent, as applicable, shall promptly pay to the Issuing Lender) an amount in Dollars equal to the product of (i) the Dollar Amount of such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such L/C Disbursement payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.8(a3.4(a) is not made available to the Administrative Agent in Dollars or the Canadian Agent, as applicable, for the account of such Issuing Lender Lender, by such L/C Participant within three (3) Business Days after the date such payment is due, the Administrative Agent or the Canadian Agent, as applicable, on behalf of such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, the Dollar Amount of such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Facility (or to the extent that such L/C Disbursement was made in a Foreign Currency, a Eurocurrency Revolving Loan in such Foreign Currency in an amount equal to the L/C Disbursement made by such Issuing Lender under such Letter of Credit)Base Rate Loans. A certificate of an the Administrative Agent or the Canadian Agent, as applicable, 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 an any Issuing Lender has made payment under any Letter of Credit and has received from the Administrative Agent or the Canadian Agent, as applicable, any L/C Participant its Participant’s pro rata share of such payment in accordance with Section 3.8(a3.4(a), the Administrative Agent or such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the US Borrower, Canadian Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to the Administrative Agent or such Issuing Lenderthe Canadian Agent, as applicable, for the case may beaccount of such L/C Participant (and thereafter, the Administrative Agent or the Canadian Agent, as applicable, 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 Administrative Agent or such Issuing Lender, as the case may be, Lender shall be required to be returned by the Administrative Agent or such Issuing Lender, such L/C Participant shall return to the Administrative Agent or the Canadian Agent, as applicable, for the account of such Issuing Lender the portion thereof previously distributed by the Administrative Agent or such Issuing Lender, as the case may be, Lender to it.

L/C Participations. (a) Each The L/C Provider (on its behalf and on behalf of each L/C Issuing Lender Bank) irrevocably agrees to grant and hereby grants to each L/C ParticipantCommitted Note Purchaser, and, to induce the L/C Provider to provide (or cause each L/C Issuing Lenders Bank to issue provide) Letters of Credit hereunder, each L/C Participant Committed Note Purchaser irrevocably and unconditionally agrees to accept and purchase and hereby accepts and purchases from the L/C Provider (on its behalf and on behalf of each L/C Issuing LendersBank), on the terms and conditions set forth below, for such L/C ParticipantCommitted Note Purchaser’s own account and risk an undivided interest equal to such its Committed Note Purchaser Percentage of the related Investor Group’s Commitment Percentage of the L/C ParticipantProvider’s Revolving Percentage in the (or such Issuing Lenders’ Bank) obligations and rights (though, in the case of rights, subject to such L/C Participant’s satisfaction of its reimbursement obligation set forth in the following sentence) under and in respect of each Letter of Credit issued provided hereunder and the Dollar L/C Reimbursement Amount with respect to each draft paid or reimbursed by the L/C Provider (or such Issuing Bank) in connection therewith. Subject to Section 2.07(c), each Committed Note Purchaser unconditionally and irrevocably agrees with the L/C Provider (on its behalf and on behalf of each L/C Disbursement paid by the Issuing Lenders thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender Bank) that, if an L/C Disbursement a draft is paid under any Letter of Credit for which such the L/C Provider (on its behalf and on behalf of each L/C Issuing Lender Bank) is not reimbursed paid in full by the Borrower Issuer in accordance with the terms of this Agreement, such L/C Participant Committed Note Purchaser shall pay to the Administrative Agent upon demand of such Issuing Lender the L/C Provider an amount equal to such its Committed Note Purchaser Percentage of the related Investor Group’s Commitment Percentage of the L/C Participant’s Revolving Percentage of the Dollar Reimbursement Amount of with respect to such L/C Disbursementdraft, or any part thereof, that is not so reimbursed. The L/C Participants’ obligations to make such payment shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that any L/C Participant may have or have had against an Issuing Lender, the Borrower or any other Person. The Administrative Agent shall promptly forward such Dollar Amount to such Issuing Lenderpaid. (b) If any amount required to be paid by any L/C Participant Committed Note Purchaser to the Administrative Agent for forwarding to the account of an Issuing Lender L/C Provider pursuant to Section 3.8(a2.09(a) in respect of any unreimbursed portion of any payment made or reimbursed by the L/C Disbursement made by such Issuing Lender Provider under any Letter of Credit is paid to the Administrative Agent for forwarding to the account of such Issuing Lender L/C Provider within three (3) Business Days after the date such payment is due, such L/C Participant Committed Note Purchaser shall pay to the Administrative Agent for forwarding to the account of such Issuing Lender L/C Provider on demand an amount in Dollars equal to the product of (i) the Dollar Amount of such amount, times (ii) the daily average Federal Funds Rate during the period from and including the date such L/C Disbursement payment is required to the date on which such payment is immediately available to such Issuing Lenderthe L/C Provider, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant Committed Note Purchaser pursuant to Section 3.8(a2.09(a) is not made available to the Administrative Agent in Dollars for forwarding to the account of such Issuing Lender by such L/C Participant Provider by such Committed Note Purchaser within three (3) Business Days after the date such payment is due, such Issuing Lender the L/C Provider shall be entitled to recover from such L/C ParticipantCommitted Note Purchaser, on demand, the Dollar Amount of such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Facility (or to the extent that such L/C Disbursement was made in a Foreign Currency, a Eurocurrency Revolving Loan in such Foreign Currency in an amount equal to Base Rate. A certificate of the L/C Disbursement made by such Issuing Lender under such Letter of Credit). A certificate of an Issuing Lender Provider submitted to any L/C Participant Committed Note Purchaser with respect to any amounts owing under this Section shall be conclusive 2.09(b), in the absence of manifest error, shall be conclusive and binding on such Committed Note Purchaser. Such amounts payable under this Section 2.09(b) shall be paid without any deduction for any withholding taxes. (c) Whenever, at any time after an Issuing Lender payment has been made payment under any Letter of Credit and the L/C Provider has received from any L/C Participant Committed Note Purchaser its pro rata share of such payment in accordance with Section 3.8(a2.09(a), the Administrative Agent or such Issuing Lender the L/C Provider receives any payment related to such Letter of Credit (whether directly from the Borrower Issuer or otherwise, including proceeds of collateral applied thereto by such Issuing Lenderthereto), or any payment of interest on account thereof, the Administrative Agent or such Issuing Lenderthe L/C Provider, as the case may be, will distribute to such L/C Participant Committed Note Purchaser its pro rata share thereof; provided, however, that in the event that any such payment received by the Administrative Agent or such Issuing Lenderthe L/C Provider, as the case may be, shall be required to be returned by the Administrative Agent or such Issuing Lender, such the L/C Participant Provider, such Committed Note Purchaser shall return to the Administrative Agent for the account of such Issuing Lender the L/C Provider the portion thereof previously distributed by the Administrative Agent or such Issuing Lenderthe L/C Provider, as the case may be, to it. (d) Each Committed Note Purchaser’s obligation to make the Advances referred to in Section 2.08(a) and to pay its pro rata share of any unreimbursed draft pursuant to Section 2.09(a) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Committed Note Purchaser or the Issuer may have against the L/C Provider, any L/C Issuing Bank, the Issuer or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Article VII other than at the time the related Letter of Credit was issued; (iii) an adverse change in the condition (financial or otherwise) of the Issuer; (iv) any breach of this Agreement or any other Indenture Document by the Issuer or any other Person; (v) any amendment, renewal or extension of any Letter of Credit in compliance with this Agreement or with the terms of such Letter of Credit, as applicable; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lenders to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lenders, 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 Lenders’ obligations and rights (though, in the case of rights, subject to such L/C Participant’s satisfaction of its reimbursement obligation set forth in the following sentence) under and in respect of each Letter of Credit issued hereunder and the Dollar Amount amount of each L/C Disbursement draft paid by the Issuing Lenders thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if an L/C Disbursement 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 the Administrative Agent upon demand of such Issuing Lender an amount equal to such L/C Participant’s Revolving Percentage of the Dollar Amount amount of such L/C Disbursementdraft, or any part thereof, that is not so reimbursed. The L/C Participants’ obligations to make such payment shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that any L/C Participant may have or have had against an Issuing Lender, the Borrower or any other Person. The Administrative Agent shall promptly forward such Dollar Amount amounts to such Issuing Lender. (b) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of an Issuing Lender pursuant to Section 3.8(a) in respect of any unreimbursed portion of any L/C Disbursement made by such Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of such Issuing Lender within three (3) Business Days after the date such payment is due, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender on demand an amount in Dollars equal to the product of (i) the Dollar Amount of such amount, times (ii) the daily average Federal Funds Rate during the period from and including the date such L/C Disbursement is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.8(a) is not made available to the Administrative Agent in Dollars for the account of such Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, the Dollar Amount of such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Facility (or to the extent that such L/C Disbursement was made in a Foreign Currency, a Eurocurrency Revolving Loan in such Foreign Currency in an amount equal to the L/C Disbursement made by such Issuing Lender under such Letter of Credit). A certificate of an Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.8(a), the Administrative Agent or such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, the Administrative Agent or 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 any such payment received by Administrative Agent or such Issuing Lender, as the case may be, shall be required to be returned by the Administrative Agent or such Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of such Issuing Lender the portion thereof previously distributed by the Administrative Agent or such Issuing Lender, as the case may be, to it.

L/C Participations. (a) Each Issuing Lender The L/C Provider irrevocably agrees to grant and hereby grants to each L/C ParticipantCommitted Note Purchaser, and, to induce the Issuing Lenders L/C Provider to issue provide Letters of Credit hereunderhereunder (and, each if the L/C Participant Provider is not the L/C Issuing Bank for any Letter of Credit, to induce the L/C Provider to agree to reimburse such L/C Issuing Bank for any payment of any drafts presented thereunder), each Committed Note Purchaser irrevocably and unconditionally agrees to accept and purchase and hereby accepts and purchases from the Issuing LendersL/C Provider, on the terms and conditions set forth below, for such L/C ParticipantCommitted Note Purchaser’s own account and risk an undivided interest equal to such its Committed Note Purchaser Percentage of the related Investor Group’s Commitment Percentage of the L/C ParticipantProvider’s Revolving Percentage in the Issuing Lenders’ obligations and rights (though, in the case of rights, subject to such L/C Participant’s satisfaction of its reimbursement obligation set forth in the following sentence) under and in respect of each Letter of Credit issued provided hereunder and the Dollar Amount of each L/C Disbursement Reimbursement Amount with respect to each draft paid or reimbursed by the Issuing Lenders thereunder. Each L/C Participant Provider in connection therewith. Subject to Section 2.07(c), each Committed Note Purchaser unconditionally and irrevocably agrees with each Issuing Lender the L/C Provider that, if an L/C Disbursement a draft is paid under any Letter of Credit for which such Issuing Lender the L/C Provider is not reimbursed paid in full by the Borrower Co-Issuers in accordance with the terms of this Agreement, such L/C Participant Committed Note Purchaser shall pay to the Funding Administrative Agent upon demand of such Issuing Lender the L/C Provider an amount equal to such its Committed Note Purchaser Percentage of the related Investor Group’s Commitment Percentage of the L/C Participant’s Revolving Percentage of the Dollar Reimbursement Amount of with respect to such L/C Disbursementdraft, or any part thereof, that is not so reimbursed. The L/C Participants’ obligations to make such payment shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that any L/C Participant may have or have had against an Issuing Lender, the Borrower or any other Person. The Administrative Agent shall promptly forward such Dollar Amount to such Issuing Lenderpaid. (b) If any amount required to be paid by any Committed Note Purchaser to the Funding Administrative Agent for forwarding to the L/C Participant to the Administrative Agent for the account of an Issuing Lender Provider pursuant to Section 3.8(a2.09(a) in respect of any unreimbursed portion of any payment made or reimbursed by the L/C Disbursement made by such Issuing Lender Provider under any Letter of Credit is paid to the Funding Administrative Agent for forwarding to the account of such Issuing Lender L/C Provider within three (3) Business Days after the date such payment is due, such L/C Participant Committed Note Purchaser shall pay to the Funding Administrative Agent for forwarding to the account of such Issuing Lender L/C Provider on demand an amount in Dollars equal to the product of (i) the Dollar Amount of such amount, times (ii) the daily average Federal Funds Rate during the period from and including the date such L/C Disbursement payment is required to the date on which such payment is immediately available to such Issuing Lenderthe L/C Provider, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant Committed Note Purchaser pursuant to Section 3.8(a2.09(a) is not made available to the Funding Administrative Agent in Dollars for forwarding to the account of such Issuing Lender by such L/C Participant Provider by such Committed Note Purchaser within three (3) Business Days after the date such payment is due, such Issuing Lender the L/C Provider shall be entitled to recover from such L/C ParticipantCommitted Note Purchaser, on demand, the Dollar Amount of such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Facility (or to the extent that such L/C Disbursement was made in a Foreign Currency, a Eurocurrency Revolving Loan in such Foreign Currency in an amount equal to Base Rate. A certificate of the L/C Disbursement made by such Issuing Lender under such Letter of Credit). A certificate of an Issuing Lender Provider submitted to any L/C Participant Committed Note Purchaser with respect to any amounts owing under this Section shall be conclusive 2.09(b), in the absence of manifest error, shall be conclusive and binding on such Committed Note Purchaser. Such amounts payable under this Section 2.09(b) shall be paid without any deduction for any withholding taxes. (c) Whenever, at any time after an Issuing Lender payment has been made payment under any Letter of Credit and the L/C Provider has received from any L/C Participant Committed Note Purchaser its pro rata share of such payment in accordance with Section 3.8(a2.09(a), the Funding Administrative Agent or such Issuing Lender the L/C Provider receives any payment related to such Letter of Credit (whether directly from the Borrower any Co-Issuer or otherwise, including proceeds of collateral applied thereto by such Issuing Lenderthe L/C Provider), or any payment of interest on account thereof, the Funding Administrative Agent or such Issuing Lenderthe L/C Provider, as the case may be, will distribute to such L/C Participant Committed Note Purchaser its pro rata share thereof; provided, however, that in the event that any such payment received by the Funding Administrative Agent or such Issuing Lenderthe L/C Provider, as the case may be, shall be required to be returned by the Funding Administrative Agent or such Issuing Lender, such the L/C Participant Provider, such Committed Note Purchaser shall return to the Funding Administrative Agent for the account of such Issuing Lender the L/C Provider the portion thereof previously distributed by the Funding Administrative Agent or such Issuing Lenderthe L/C Provider, as the case may be, to it. (d) Each Committed Note Purchaser’s obligation to make the Advances referred to in Section 2.08(a) and to pay its pro rata share of any unreimbursed draft pursuant to Section 2.09(a) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Committed Note Purchaser or any Co-Issuer may have against the L/C Provider, any L/C Issuing Bank, any Co-Issuer or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Article VII other than at the time the related Letter of Credit was issued; (iii) an adverse change in the condition (financial or otherwise) of any Co-Issuer; (iv) any breach of this Agreement or any other Indenture Document by any Co-Issuer or any other Person; (v) any amendment, renewal or extension of any Letter of Credit in compliance with this Agreement or with the terms of such Letter of Credit, as applicable; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

L/C Participations. (a) Each Issuing Lender The L/C Provider irrevocably agrees to grant and hereby grants to each L/C ParticipantCommitted Note Purchaser, and, to induce the Issuing Lenders L/C Provider to issue provide Letters of Credit hereunderhereunder (and, each if the L/C Participant Provider is not the L/C Issuing Bank for any Letter of Credit, to induce the L/C Provider to agree to reimburse such L/C Issuing Bank for any payment of any drafts presented thereunder), each Committed Note Purchaser irrevocably and unconditionally agrees to accept and purchase and hereby accepts and purchases from the Issuing LendersL/C Provider, on the terms and conditions set forth below, for such L/C ParticipantCommitted Note Purchaser’s own account and risk an undivided interest equal to such its Committed Note Purchaser Percentage of the related Investor Group’s Commitment Percentage of the L/C ParticipantProvider’s Revolving Percentage in the Issuing Lenders’ obligations and rights (though, in the case of rights, subject to such L/C Participant’s satisfaction of its reimbursement obligation set forth in the following sentence) under and in respect of each Letter of Credit issued provided hereunder and the Dollar Amount of each L/C Disbursement Reimbursement Amount with respect to each draft paid or reimbursed by the Issuing Lenders thereunder. Each L/C Participant Provider in connection therewith. Subject to Section 2.07(c), each Committed Note Purchaser unconditionally and irrevocably agrees with each Issuing Lender the L/C Provider that, if an L/C Disbursement a draft is paid under any Letter of Credit for which such Issuing Lender the L/C Provider is not reimbursed paid in full by the Borrower Issuer in accordance with the terms of this Agreement, such L/C Participant Committed Note Purchaser shall pay to the Administrative Agent upon demand of such Issuing Lender the L/C Provider an amount equal to such its Committed Note Purchaser Percentage of the related Investor Group’s Commitment Percentage of the L/C Participant’s Revolving Percentage of the Dollar Reimbursement Amount of with respect to such L/C Disbursementdraft, or any part thereof, that is not so reimbursed. The L/C Participants’ obligations to make such payment shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that any L/C Participant may have or have had against an Issuing Lender, the Borrower or any other Person. The Administrative Agent shall promptly forward such Dollar Amount to such Issuing Lenderpaid. (b) If any amount required to be paid by any L/C Participant Committed Note Purchaser to the Administrative Agent for forwarding to the account of an Issuing Lender L/C Provider pursuant to Section 3.8(a2.09(a) in respect of any unreimbursed portion of any payment made or reimbursed by the L/C Disbursement made by such Issuing Lender Provider under any Letter of Credit is paid to the Administrative Agent for forwarding to the account of such Issuing Lender L/C Provider within three (3) Business Days after the date such payment is due, such Committed Note Purchaser shall pay to Administrative Agent for forwarding to the L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender Provider on demand an amount in Dollars equal to the product of (i) the Dollar Amount of such amount, times (ii) the daily average Federal Funds Rate during the period from and including the date such L/C Disbursement payment is required to the date on which such payment is immediately available to such Issuing Lenderthe L/C Provider, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant Committed Note Purchaser pursuant to Section 3.8(a2.09(a) is not made available to the Administrative Agent in Dollars for forwarding to the account of such Issuing Lender by such L/C Participant Provider by such Committed Note Purchaser within three (3) Business Days after the date such payment is due, such Issuing Lender the L/C Provider shall be entitled to recover from such L/C ParticipantCommitted Note Purchaser, on demand, the Dollar Amount of such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Facility (or to the extent that such L/C Disbursement was made in a Foreign Currency, a Eurocurrency Revolving Loan in such Foreign Currency in an amount equal to Base Rate. A certificate of the L/C Disbursement made by such Issuing Lender under such Letter of Credit). A certificate of an Issuing Lender Provider submitted to any L/C Participant Committed Note Purchaser with respect to any amounts owing under this Section shall be conclusive 2.09(b), in the absence of manifest error, shall be conclusive and binding on such Committed Note Purchaser. If any withholding taxes are required by law to be deducted from any amounts payable under this Section 2.09(b), the sum payable by the Committed Note Purchaser shall be increased as necessary so that after such deduction has been made, the L/C Provider receives an amount equal to the sum it would have received had no such deduction been made. (c) Whenever, at any time after an Issuing Lender payment has been made payment under any Letter of Credit and the L/C Provider has received from any L/C Participant Committed Note Purchaser its pro rata share of such payment in accordance with Section 3.8(a2.09(a), the Administrative Agent or such Issuing Lender the L/C Provider receives any payment related to such Letter of Credit (whether directly from the Borrower Issuer or otherwise, including proceeds of collateral applied thereto by such Issuing Lenderthe L/C Provider), or any payment of interest on account thereof, the Administrative Agent or such Issuing Lenderthe L/C Provider, as the case may be, will distribute to such L/C Participant Committed Note Purchaser its pro rata share thereof; provided, however, that in the event that any such payment received by the Administrative Agent or such Issuing Lenderthe L/C Provider, as the case may be, shall be required to be returned by the Administrative Agent or such Issuing Lender, such the L/C Participant Provider, such Committed Note Purchaser shall return to the Administrative Agent for the account of such Issuing Lender the L/C Provider the portion thereof previously distributed by the Administrative Agent or such Issuing Lenderthe L/C Provider, as the case may be, to it. (d) Each Committed Note Purchaser’s obligation to make the Advances referred to in Section 2.08(a) and to pay its pro rata share of any unreimbursed draft pursuant to Section 2.09(a) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Committed Note Purchaser or the Issuer may have against the L/C Provider, any L/C Issuing Bank, the Issuer or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Article VII other than at the time the related Letter of Credit was issued; (iii) an adverse change in the condition (financial or otherwise) of the Issuer; (iv) any breach of this Agreement or any other Indenture Document by the Issuer or any other Person; (v) any amendment, renewal or extension of any Letter of Credit in compliance with this Agreement or with the terms of such Letter of Credit, as applicable; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

L/C Participations. (a) 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 Issuing Lenders 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 LendersLender, without recourse or warranty, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s Revolving 's U.S. RCF Commitment Percentage or Canadian RCF Commitment Percentage, as applicable, (determined on the date of issuance of the relevant Letter of Credit) in the such Issuing Lenders’ Lender's obligations and rights (though, in the case of rights, subject to such L/C Participant’s satisfaction of its reimbursement obligation set forth in the following sentence) under and in respect of each Letter of Credit issued hereunder or continued hereunder, the amount of each draft paid by such Issuing Lender thereunder and the Dollar Amount obligations of each the applicable Borrowers under this Agreement with respect thereto (although L/C Disbursement paid by 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 Lenders thereunderLender 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. Each L/C Participant unconditionally and irrevocably agrees with each such Issuing Lender that, if an L/C Disbursement a draft is paid under any Letter of Credit for which 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 upon demand of such Issuing Lender upon demand at such Issuing Lender's address for notices specified herein an amount equal to such L/C Participant’s Revolving 's U.S. RCF Commitment Percentage or Canadian RCF Commitment Percentage, as applicable, of the Dollar Amount amount of such L/C Disbursementdraft, or any part thereof, that which is not so reimbursed. The L/C Participants’ obligations to make ; provided that nothing in this paragraph shall relieve such payment shall be absolute and unconditional under any and all circumstances and irrespective Issuing Lender of any setoffliability resulting from the gross negligence or willful misconduct (as determined in a final non-appealable decision issued by a court of competent jurisdiction) of such Issuing Lender, counterclaim or otherwise affect any defense to payment or other right that any L/C Participant may have as a result of such gross negligence or have had against willful misconduct (as so determined). All calculations of an Issuing Lender, L/C Participant's U.S. RCF Commitment Percentage and Canadian RCF Commitment Percentage shall be made from time to time by the Borrower or any other Person. The U.S. Administrative Agent and the Canadian Administrative Agent, respectively, which calculations shall promptly forward such Dollar Amount to such 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 an Issuing Lender on demand by such Issuing Lender pursuant to Section 3.8(asubsection 3.4(a) in respect of any unreimbursed portion of any L/C Disbursement payment made by such Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of such Issuing Lender within three (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 such Issuing Lender on demand an amount in Dollars equal to the product of (i) the Dollar Amount of 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 L/C Disbursement payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.8(asubsection 3.4(a) is not in fact made available to the Administrative Agent in Dollars for the account of such Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, the Dollar Amount of 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 RCF Loans maintained as ABR Loans under accruing interest at the Revolving Facility (or to the extent that such L/C Disbursement was made in a Foreign Currency, a Eurocurrency Revolving Loan in such Foreign Currency in an amount equal to the L/C Disbursement made by such Issuing Lender under such Letter of Credit)ABR hereunder. A certificate of 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 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 3.8(asubsection 3.4(a), the Administrative Agent or 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 such Issuing Lender), or any payment of interest on account thereof, the Administrative Agent or 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 Administrative Agent or such an Issuing Lender, as the case may be, Lender shall be required to be returned by the Administrative Agent or such Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of such Issuing Lender the portion thereof previously distributed by the Administrative Agent or such Issuing Lender, as the case may be, Lender to it.

L/C Participations. (a) Each Issuing Lender The L/C Provider irrevocably agrees to grant and hereby grants to each L/C ParticipantCommitted Note Purchaser, and, to induce the Issuing Lenders L/C Provider to issue provide Letters of Credit hereunderhereunder (and, each if the L/C Participant Provider is not the L/C Issuing Bank for any Letter of Credit, to induce the L/C Provider to agree to reimburse such L/C Issuing Bank for any payment of any drafts presented thereunder), each Committed Note Purchaser irrevocably and unconditionally agrees to accept and purchase and hereby accepts and purchases from the Issuing LendersL/C Provider, on the terms and conditions set forth below, for such L/C ParticipantCommitted Note Purchaser’s own account and risk an undivided interest equal to such its Committed Note Purchaser Percentage of the related Investor Group’s Commitment Percentage of the L/C ParticipantProvider’s Revolving Percentage in the Issuing Lenders’ obligations and rights (though, in the case of rights, subject to such L/C Participant’s satisfaction of its reimbursement obligation set forth in the following sentence) under and in respect of each Letter of Credit issued provided hereunder and the Dollar Amount of each L/C Disbursement Reimbursement Amount with respect to each draft paid or reimbursed by the Issuing Lenders thereunder. Each L/C Participant Provider in connection therewith. Subject to Section 2.07(c), each Committed Note Purchaser unconditionally and irrevocably agrees with each Issuing Lender the L/C Provider that, if an L/C Disbursement a draft is paid under any Letter of Credit for which such Issuing Lender the L/C Provider is not reimbursed paid in full by the Borrower Master Issuer in accordance with the terms of this Agreement, such L/C Participant Committed Note Purchaser shall pay to the Administrative Agent upon demand of such Issuing Lender the L/C Provider an amount equal to such its Committed Note Purchaser Percentage of the related Investor Group’s Commitment Percentage of the L/C Participant’s Revolving Percentage of the Dollar Reimbursement Amount of with respect to such L/C Disbursementdraft, or any part thereof, that is not so reimbursed. The L/C Participants’ obligations to make such payment shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that any L/C Participant may have or have had against an Issuing Lender, the Borrower or any other Person. The Administrative Agent shall promptly forward such Dollar Amount to such Issuing Lenderpaid. (b) If any amount required to be paid by any L/C Participant Committed Note Purchaser to the Administrative Agent for forwarding to the account of an Issuing Lender L/C Provider pursuant to Section 3.8(a2.09(a) in respect of any unreimbursed portion of any payment made or reimbursed by the L/C Disbursement made by such Issuing Lender Provider under any Letter of Credit is paid to the Administrative Agent for forwarding to the account of such Issuing Lender L/C Provider within three (3) Business Days after the date such payment is due, such Committed Note Purchaser shall pay to Administrative Agent for forwarding to the L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender Provider on demand an amount in Dollars equal to the product of (i) the Dollar Amount of such amount, times (ii) the daily average Federal Funds Rate during the period from and including the date such L/C Disbursement payment is required to the date on which such payment is immediately available to such Issuing Lenderthe L/C Provider, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant Committed Note Purchaser pursuant to Section 3.8(a2.09(a) is not made available to the Administrative Agent in Dollars for forwarding to the account of such Issuing Lender by such L/C Participant Provider by such Committed Note Purchaser within three (3) Business Days after the date such payment is due, such Issuing Lender the L/C Provider shall be entitled to recover from such L/C ParticipantCommitted Note Purchaser, on demand, the Dollar Amount of such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Facility (or to the extent that such L/C Disbursement was made in a Foreign Currency, a Eurocurrency Revolving Loan in such Foreign Currency in an amount equal to Base Rate. A certificate of the L/C Disbursement made by such Issuing Lender under such Letter of Credit). A certificate of an Issuing Lender Provider submitted to any L/C Participant Committed Note Purchaser with respect to any amounts owing under this Section shall be conclusive 2.09(b), in the absence of manifest error, shall be conclusive and binding on such Committed Note Purchaser. If any withholding taxes are required to be deducted from any amounts payable under this Section 2.09(b), the sum payable by the Committed Note Purchaser shall be increased as necessary so that after such deduction has been made, the L/C Provider receives an amount equal to the sum it would have received had no such deduction been made. (c) Whenever, at any time after an Issuing Lender payment has been made payment under any Letter of Credit and the L/C Provider has received from any L/C Participant Committed Note Purchaser its pro rata share of such payment in accordance with Section 3.8(a2.09(a), the Administrative Agent or such Issuing Lender the L/C Provider receives any payment related to such Letter of Credit (whether directly from the Borrower Master Issuer or otherwise, including proceeds of collateral applied thereto by such Issuing Lenderthe L/C Provider), or any payment of interest on account thereof, the Administrative Agent or such Issuing Lenderthe L/C Provider, as the case may be, will distribute to such L/C Participant Committed Note Purchaser its pro rata share thereof; provided, however, that in the event that any such payment received by the Administrative Agent or such Issuing Lenderthe L/C Provider, as the case may be, shall be required to be returned by the Administrative Agent or such Issuing Lender, such the L/C Participant Provider, such Committed Note Purchaser shall return to the Administrative Agent for the account of such Issuing Lender the L/C Provider the portion thereof previously distributed by the Administrative Agent or such Issuing Lenderthe L/C Provider, as the case may be, to it. (d) Each Committed Note Purchaser’s obligation to make the Advances referred to in Section 2.08(a) and to pay its pro rata share of any unreimbursed draft pursuant to Section 2.09(a) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Committed Note Purchaser or the Master Issuer may have against the L/C Provider, any L/C Issuing Bank, the Master Issuer or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Article VII other than at the time the related Letter of Credit was issued; (iii) an adverse change in the condition (financial or otherwise) of the Master Issuer; (iv) any breach of this Agreement or any other Indenture Document by the Master Issuer or any other Person; (v) any amendment, renewal or extension of any Letter of Credit in compliance with this Agreement or with the terms of such Letter of Credit, as applicable; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

L/C Participations. (a) Each Issuing Lender By the issuance of a Priority L/C (or an amendment to a Priority L/C increasing the amount thereof) and without any further action on the part of the Priority L/C Issuer or the Priority Lenders, the Priority L/C Issuer irrevocably agrees to grant and hereby grants to each L/C ParticipantPriority Lender, and, to induce the Issuing Lenders Priority L/C Issuer to issue Letters of Credit Priority L/Cs hereunder, each L/C Participant Priority Lender irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing LendersPriority 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 L/C Participant’s Revolving Percentage in the Issuing Lenders’ Issuer's obligations and rights (though, in the case of rights, subject to such under each Priority L/C Participant’s satisfaction of its reimbursement obligation set forth in the following sentence) under and in respect of each Letter of Credit issued hereunder and the Dollar Amount amount of each draft paid by the Priority L/C Disbursement paid by the Issuing Lenders Issuer thereunder. Each L/C Participant Priority Lender unconditionally and irrevocably agrees with each Issuing Lender the Priority L/C Issuer that, if an L/C Disbursement a draft is paid under any Letter of Credit Priority L/C for which such Issuing Lender the Priority 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 L/C Issuer upon demand by the Priority L/C Issuer at the Priority L/C Issuer's address for notices specified in Section 12.2 of such Issuing Lender the Participation Agreement an amount equal to such Priority Lender's Priority Commitment Percentage of such Priority L/C Participant’s Revolving Percentage of the Dollar Amount of such L/C Disbursement, Reimbursement Obligation or any part thereof, that thereof which is not so reimbursed. The Each Priority Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Priority L/Cs is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Priority L/C Participants’ obligations to make or the occurrence and continuance of a Post-Effective Default or reduction or termination of the Priority Commitments, and that each such payment shall be absolute and unconditional under made without any and all circumstances and irrespective of any setoffoffset, counterclaim abatement, withholding or defense reduction whatsoever. Any payment made by a Priority Lender pursuant to payment that any this paragraph to reimburse the Priority L/C Participant may have Issuer for any draft paid by the Priority L/C Issuer under any Priority L/C (other than the funding of Priority Loans) shall not constitute a Priority Loan and shall not relieve the Company or have had against an Issuing Lender, the Borrower or any other Person. The Administrative Agent shall promptly forward such Dollar Amount Owner of their joint and several obligation to such Issuing Lenderpay the outstanding Priority L/C Reimbursement Obligation. (b) If any amount required to be paid by any Priority Lender to the Priority L/C Participant to the Administrative Agent for the account of an Issuing Lender Issuer pursuant to Section 3.8(a3.4(a) in respect of any unreimbursed portion of any L/C Disbursement made by such Issuing Lender under any Letter of Credit this Agreement is paid to the Administrative Agent for the account of such Issuing Lender Priority L/C Issuer within three (3) Business Days after the date such payment is due, such L/C Participant Priority Lender shall pay to the Administrative Agent for the account of such Issuing Lender Priority L/C Issuer on demand an amount in Dollars equal to the product of (i) the Dollar Amount of such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such L/C Disbursement payment is required to the date on which such payment is immediately available to such Issuing Lenderthe Priority L/C Issuer, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant Priority Lender pursuant to Section 3.8(a3.4(a) of this Agreement is not made available to the Administrative Agent in Dollars for the account of such Issuing Lender by such Priority L/C Participant Issuer by such Priority Lender within three (3) Business Days after the date such payment is due, such Issuing Lender the Priority L/C Issuer shall be entitled to recover from such L/C ParticipantPriority Lender, on demand, the Dollar Amount of such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Facility (or to the extent that such L/C Disbursement was made in a Foreign Currency, a Eurocurrency Revolving Loan in such Foreign Currency in an amount equal to the L/C Disbursement made by such Issuing Lender under such Letter of Credit)Priority Loans. A certificate of an Issuing Lender the Priority L/C Issuer submitted to any L/C Participant Priority 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 an Issuing Lender the Priority L/C Issuer has made payment under any Letter of Credit the Priority L/C and has received from any L/C Participant Priority Lender its pro rata share of such payment in accordance with Section 3.8(a)3.4(a) of this Agreement, the Administrative Agent or such Issuing Lender Priority L/C Issuer receives any payment related to such Letter of Credit Priority L/C (whether directly from the Borrower Company, the Owner, the Priority Agent or otherwise, including proceeds of collateral Collateral applied thereto by such Issuing Lenderthe Security Agent), or any payment of interest on account thereof, the Administrative Agent or such Issuing Lender, as the case may be, Priority L/C Issuer will distribute to such L/C Participant Priority Lender its pro rata share thereof; provided, however, that in the event that any such payment received by Administrative Agent or such Issuing Lender, as the case may be, Priority L/C Issuer shall be required to be returned by the Administrative Agent or such Issuing Lender, such Priority L/C Participant Issuer, such Priority Lender shall return to the Administrative Agent for the account of such Issuing Lender Priority L/C Issuer the portion thereof previously distributed by the Administrative Agent or such Issuing Lender, as the case may be, Priority L/C Issuer to it.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the each Issuing Lenders Lender to issue Letters of Credit hereunderfor the account of the Borrower or any Foreign Subsidiary Borrower other than the French Subsidiary, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the each such Issuing LendersLender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in the each Issuing Lenders’ Lender’s obligations and rights (though, in the case of rights, subject to such L/C Participant’s satisfaction of its reimbursement obligation set forth in the following sentence) under and in respect of each Letter of Credit issued hereunder and the Dollar Amount of each Issuing Lender irrevocably agrees to grant and hereby grants to each French L/C Disbursement Participant, and to induce each Issuing Lender to issue Letters of Credit for the account of the French Subsidiary, each French L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchase from each such Issuing Lender, on the terms set forth below, for such French L/C Participant’s own account and risk, an undivided interest equal to such French L/C Participant’s French Party’s Revolving Percentage in each Issuing Lender’s obligations and rights under, and in respect of, each Letter of Credit for the account of the French Subsidiary, and the amount of each draft paid by the each Issuing Lenders Lender thereunder. Each L/C Participant unconditionally and irrevocably French L/C Participant hereby agrees with each Issuing Lender that, if an L/C Disbursement a draft is paid under any Letter of Credit for which such any Issuing Lender is not reimbursed in full by the Borrower or the relevant Foreign Subsidiary Borrower, as the case may be, in accordance with the terms of this Agreement, such L/C Participant or French L/C Participant, as the case may be, shall pay to the Administrative Agent upon demand of such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the Dollar Amount of such or French L/C DisbursementParticipant’s French Party Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. The Each L/C Participants’ obligations Participant’s and French L/C Participant’s obligation to make pay such payment amount shall be absolute and unconditional under and shall not be affected by any and all circumstances and irrespective of circumstance, including (i) any setoff, counterclaim counterclaim, recoupment, defense or defense to payment other right that any such L/C Participant or French L/C Participant may have or have had against an any Issuing Lender, the Borrower or any Foreign Subsidiary Borrower or any other Person. The Administrative Agent shall promptly forward such Dollar Amount Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to such Issuing Lender. satisfy any of the other conditions specified in Section 5, (biii) If any amount required to be paid adverse change in the condition (financial or otherwise) of the Borrower or any Foreign Subsidiary Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower or any Foreign Subsidiary Borrower, any other Loan Party or any other L/C Participant to the Administrative Agent for the account of an Issuing Lender pursuant to Section 3.8(a) in respect of any unreimbursed portion of any L/C Disbursement made by such Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of such Issuing Lender within three (3) Business Days after the date such payment is due, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender on demand an amount in Dollars equal to the product of (i) the Dollar Amount of such amount, times (ii) the daily average Federal Funds Rate during the period from and including the date such L/C Disbursement is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.8(a) is not made available to the Administrative Agent in Dollars for the account of such Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such or French L/C Participant, on demandor (v) any other circumstance, the Dollar Amount of such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Facility (happening or to the extent that such L/C Disbursement was made in a Foreign Currencyevent whatsoever, a Eurocurrency Revolving Loan in such Foreign Currency in an amount equal to the L/C Disbursement made by such Issuing Lender under such Letter of Credit). A certificate of an Issuing Lender submitted whether or not similar to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in of the absence of manifest errorforegoing. (c) Whenever, at any time after an Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.8(a), the Administrative Agent or such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, the Administrative Agent or 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 any such payment received by Administrative Agent or such Issuing Lender, as the case may be, shall be required to be returned by the Administrative Agent or such Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of such Issuing Lender the portion thereof previously distributed by the Administrative Agent or such Issuing Lender, as the case may be, to it.

L/C Participations. (a) Each Issuing Lender The L/C Provider irrevocably agrees to grant and hereby grants to each L/C ParticipantCommitted Note Purchaser, and, to induce the Issuing Lenders L/C Provider to issue provide Letters of Credit hereunderhereunder (and, each if the L/C Participant Provider is not the L/C Issuing Bank for any Letter of Credit, to induce the L/C Provider to agree to reimburse such L/C Issuing Bank for any payment of any drafts presented thereunder), each Committed Note Purchaser irrevocably and unconditionally agrees to accept and purchase and hereby accepts and purchases from the Issuing LendersL/C Provider, on the terms and conditions set forth below, for such L/C ParticipantCommitted Note Purchaser’s own account and risk an undivided interest equal to such its Committed Note Purchaser Percentage of the related Investor Group’s Commitment Percentage of the L/C ParticipantProvider’s Revolving Percentage in the Issuing Lenders’ obligations and rights (though, in the case of rights, subject to such L/C Participant’s satisfaction of its reimbursement obligation set forth in the following sentence) under and in respect of each Letter of Credit issued provided hereunder and the Dollar Amount of each L/C Disbursement Reimbursement Amount with respect to each draft paid or reimbursed by the Issuing Lenders thereunder. Each L/C Participant Provider in connection therewith. Subject to Section 2.07(c), each Committed Note Purchaser unconditionally and irrevocably agrees with each Issuing Lender the L/C Provider that, if an L/C Disbursement a draft is paid under any Letter of Credit for which such Issuing Lender the L/C Provider is not reimbursed paid in full by the Borrower Issuer in accordance with the terms of this Agreement, such L/C Participant Committed Note Purchaser shall pay to the Administrative Agent upon demand of such Issuing Lender the L/C Provider an amount equal to such its Committed Note Purchaser Percentage of the related Investor Group’s Commitment Percentage of the L/C Participant’s Revolving Percentage of the Dollar Reimbursement Amount of with respect to such L/C Disbursementdraft, or any part thereof, that is not so reimbursed. The L/C Participants’ obligations to make such payment shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that any L/C Participant may have or have had against an Issuing Lender, the Borrower or any other Person. The Administrative Agent shall promptly forward such Dollar Amount to such Issuing Lenderpaid. (b) If any amount required to be paid by any L/C Participant Committed Note Purchaser to the Administrative Agent for forwarding to the account of an Issuing Lender L/C Provider pursuant to Section 3.8(a2.09(a) in respect of any unreimbursed portion of any payment made or reimbursed by the L/C Disbursement made by such Issuing Lender Provider under any Letter of Credit is paid to the Administrative Agent for forwarding to the account of such Issuing Lender L/C Provider within three (3) Business Days after the date such payment is due, such Committed Note Purchaser shall pay to Administrative Agent for forwarding to the L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender Provider on demand an amount in Dollars equal to the product of (i) the Dollar Amount of such amount, times (ii) the daily average Federal Funds Rate during the period from and including the date such L/C Disbursement payment is required to the date on which such payment is immediately available to such Issuing Lenderthe L/C Provider, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant Committed Note Purchaser pursuant to Section 3.8(a2.09(a) is not made available to the Administrative Agent in Dollars for forwarding to the account of such Issuing Lender by such L/C Participant Provider by such Committed Note Purchaser within three (3) Business Days after the date such payment is due, such Issuing Lender the L/C Provider shall be entitled to recover from such L/C ParticipantCommitted Note Purchaser, on demand, the Dollar Amount of such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Facility (or to the extent that such L/C Disbursement was made in a Foreign Currency, a Eurocurrency Revolving Loan in such Foreign Currency in an amount equal to Base Rate. A certificate of the L/C Disbursement made by such Issuing Lender under such Letter of Credit). A certificate of an Issuing Lender Provider submitted to any L/C Participant Committed Note Purchaser with respect to any amounts owing under this Section shall be conclusive 2.09(b), in the absence of manifest error, shall be conclusive and binding on such Committed Note Purchaser. Such amounts payable under this Section 2.09(b) shall be paid without any deduction for any withholding taxes. (c) Whenever, at any time after an Issuing Lender payment has been made payment under any Letter of Credit and the L/C Provider has received from any L/C Participant Committed Note Purchaser its pro rata share of such payment in accordance with Section 3.8(a2.09(a), the Administrative Agent or such Issuing Lender the L/C Provider receives any payment related to such Letter of Credit (whether directly from the Borrower Issuer or otherwise, including proceeds of collateral applied thereto by such Issuing Lenderthe L/C Provider), or any payment of interest on account thereof, the Administrative Agent or such Issuing Lenderthe L/C Provider, as the case may be, will distribute to such L/C Participant Committed Note Purchaser its pro rata share thereof; provided, however, that in the event that any such payment received by the Administrative Agent or such Issuing Lenderthe L/C Provider, as the case may be, shall be required to be returned by the Administrative Agent or such Issuing Lender, such the L/C Participant Provider, such Committed Note Purchaser shall return to the Administrative Agent for the account of such Issuing Lender the L/C Provider the portion thereof previously distributed by the Administrative Agent or such Issuing Lenderthe L/C Provider, as the case may be, to it. (d) Each Committed Note Purchaser’s obligation to make the Advances referred to in Section 2.08(a) and to pay its pro rata share of any unreimbursed draft pursuant to Section 2.09(a) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Committed Note Purchaser or the Issuer may have against the L/C Provider, any L/C Issuing Bank, the Issuer or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Article VII other than at the time the related Letter of Credit was issued; (iii) an adverse change in the condition (financial or otherwise) of the Issuer; (iv) any breach of this Agreement or any other Indenture Document by the Issuer or any other Person; (v) any amendment, renewal or extension of any Letter of Credit in compliance with this Agreement or with the terms of such Letter of Credit, as applicable; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lenders to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lenders, 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 Lenders’ obligations and rights (though, in the case of rights, subject to such L/C Participant’s satisfaction of its reimbursement obligation set forth in the following sentence) under and in respect of each Letter of Credit issued hereunder and the Dollar Amount amount of each L/C Disbursement draft paid by the Issuing Lenders thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if an L/C Disbursement 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 the Administrative Agent upon demand of such Issuing Lender an amount equal to such L/C Participant’s Revolving Percentage of the Dollar Amount amount of such L/C Disbursementdraft, or any part thereof, that is not so reimbursed. The L/C Participants’ obligations to make such payment shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that any L/C Participant may have or have had against an Issuing Lender, the Borrower or any other Person. The Administrative Agent shall promptly forward such Dollar Amount amounts to such Issuing Lender. (ba) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of an Issuing Lender pursuant to Section 3.8(a3.10(a) in respect of any unreimbursed portion of any L/C Disbursement payment made by such Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of such Issuing Lender within three (3) Business Days after the date such payment is due, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender on demand an amount in Dollars equal to the product of (i) the Dollar Amount of such amount, times (ii) the daily average Federal Funds Rate during the period from and including the date such L/C Disbursement payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.8(a3.10(a) is not made available to the Administrative Agent in Dollars for the account of such Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, the Dollar Amount of such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Base Rate Loans under the Revolving Facility (or to the extent that such L/C Disbursement was made in a Foreign Currency, a Eurocurrency Revolving Loan in such Foreign Currency in an amount equal to the L/C Disbursement made by such Issuing Lender under such Letter of Credit)Facility. A certificate of an Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (cb) Whenever, at any time after an Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.8(a3.10(a), the Administrative Agent or such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, the Administrative Agent or 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 any such payment received by Administrative Agent or such Issuing Lender, as the case may be, shall be required to be returned by the Administrative Agent or such Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of such Issuing Lender the portion thereof previously distributed by the Administrative Agent or such Issuing Lender, as the case may be, to it.

L/C Participations. (a) Each The L/C Provider (on its behalf and on behalf of each L/C Issuing Lender Bank) irrevocably agrees to grant and hereby grants to each L/C ParticipantCommitted Note Purchaser, and, to induce the L/C Provider to provide (or cause each L/C Issuing Lenders Bank to issue provide) Letters of Credit hereunder, each L/C Participant Committed Note Purchaser irrevocably and unconditionally agrees to accept and purchase and hereby accepts and purchases from the L/C Provider (on its behalf and on behalf of each L/C Issuing LendersBank), on the terms and conditions set forth below, for such L/C ParticipantCommitted Note Purchaser’s own account and risk an undivided interest equal to such its Committed Note Purchaser Percentage of the related Investor Group’s Commitment Percentage of the L/C ParticipantProvider’s Revolving Percentage in the (or such Issuing Lenders’ Bank) obligations and rights (though, in the case of rights, subject to such L/C Participant’s satisfaction of its reimbursement obligation set forth in the following sentence) under and in respect of each Letter of Credit issued provided hereunder and the Dollar L/C Reimbursement Amount with respect to each draft paid or reimbursed by the L/C Provider (or such Issuing Bank) in connection therewith. Subject to Section 2.07(c), each Committed Note Purchaser unconditionally and irrevocably agrees with the L/C Provider (on its behalf and on behalf of each L/C Disbursement paid by the Issuing Lenders thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender Bank) that, if an L/C Disbursement a draft is paid under any Letter of Credit for which such the L/C Provider (on its behalf and on behalf of each L/C Issuing Lender Bank) is not reimbursed paid in full by the Borrower Issuer in accordance with the terms of this Agreement, such L/C Participant Committed Note Purchaser shall pay to the Administrative Agent upon demand of such Issuing Lender the L/C Provider an amount equal to such its Committed Note Purchaser Percentage of the related Investor Group’s Commitment Percentage of the L/C Participant’s Revolving Percentage of the Dollar Reimbursement Amount of with respect to such L/C Disbursementdraft, or any part thereof, that is not so reimbursed. The L/C Participants’ obligations to make such payment shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that any L/C Participant may have or have had against an Issuing Lender, the Borrower or any other Person. The Administrative Agent shall promptly forward such Dollar Amount to such Issuing Lenderpaid. (b) If any amount required to be paid by any L/C Participant Committed Note Purchaser to the Administrative Agent for forwarding to the account of an Issuing Lender L/C Provider pursuant to Section 3.8(a2.09(a) in respect of any unreimbursed portion of any payment made or reimbursed by the L/C Disbursement made by such Issuing Lender Provider under any Letter of Credit is paid to the Administrative Agent for forwarding to the account of such Issuing Lender L/C Provider within three (3) Business Days after the date such payment is due, such L/C Participant Committed Note Purchaser shall pay to the Administrative Agent for forwarding to the account of such Issuing Lender L/C Provider on demand an amount in Dollars equal to the product of (i) the Dollar Amount of such amount, times (ii) the daily average Federal Funds Rate during the period from and including the date such L/C Disbursement payment is required to the date on which such payment is immediately available to such Issuing Lenderthe L/C Provider, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant Committed Note Purchaser pursuant to Section 3.8(a2.09(a) is not made available to the Administrative Agent in Dollars for forwarding to the account of such Issuing Lender by such L/C Participant Provider by such Committed Note Purchaser within three (3) Business Days after the date such payment is due, such Issuing Lender the L/C Provider shall be entitled to recover from such L/C ParticipantCommitted Note Purchaser, on demand, the Dollar Amount of such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Facility (or to the extent that such L/C Disbursement was made in a Foreign Currency, a Eurocurrency Revolving Loan in such Foreign Currency in an amount equal to Base Rate. A certificate of the L/C Disbursement made by such Issuing Lender under such Letter of Credit). A certificate of an Issuing Lender Provider submitted to any L/C Participant Committed Note Purchaser with respect to any amounts owing under this Section shall be conclusive 2.09(b), in the absence of manifest error, shall be conclusive and binding on such Committed Note Purchaser. Such amounts payable under this Section 2.09(b) shall be paid without any deduction for any withholding taxes. (c) Whenever, at any time after an Issuing Lender payment has been made payment under any Letter of Credit and the L/C Provider has received from any L/C Participant Committed Note Purchaser its pro rata share of such payment in accordance with Section 3.8(a2.09(a), the Administrative Agent or such Issuing Lender the L/C Provider receives any payment related to such Letter of Credit (whether directly from the Borrower Issuer or otherwise, including proceeds of collateral applied thereto by such Issuing Lenderthereto), or any payment of interest on account thereof, the Administrative Agent or such Issuing Lenderthe L/C Provider, as the case may be, will distribute to such L/C Participant Committed Note Purchaser its pro rata share thereof; provided, however, that in the event that any such payment received by the Administrative Agent or such Issuing Lenderthe L/C Provider, as the case may be, shall be required to be returned by the Administrative Agent or such Issuing Lender, such the L/C Participant Provider, such Committed Note Purchaser shall return to the Administrative Agent for the account of such Issuing Lender the L/C Provider the portion thereof previously distributed by the Administrative Agent or such Issuing Lenderthe L/C Provider, as the case may be, to it. (d) Each Committed Note Purchaser’s obligation to make the Advances referred to in Section 2.08(a) and to pay its pro rata share of any unreimbursed draft pursuant to Section 2.09(a) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Committed Note Purchaser or the Issuer may have against the L/C Provider, any L/C Issuing Bank, the Issuer or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Article VII other than at the time the related Letter of Credit was issued; (iii) an adverse change in the condition (financial or otherwise) of the Issuer; (iv) any breach of this Agreement or any other Indenture Document by the Issuer or any other Person; (v) any amendment, renewal or extension of any Letter of Credit in compliance with this Agreement or with the terms of such Letter of Credit, as applicable; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

L/C Participations. (a) Each Issuing Lender The L/C Provider irrevocably agrees to grant and hereby grants to each L/C ParticipantCommitted Note Purchaser, and, to induce the Issuing Lenders L/C Provider to issue provide Letters of Credit hereunderhereunder (and, each if the L/C Participant Provider is not the L/C Issuing Bank for any Letter of Credit, to induce the L/C Provider to agree to reimburse such L/C Issuing Bank for any payment of any drafts presented thereunder), each Committed Note Purchaser irrevocably and unconditionally agrees to accept and purchase and hereby accepts and purchases from the Issuing LendersL/C Provider, on the terms and conditions set forth below, for such L/C ParticipantCommitted Note Purchaser’s own account and risk an undivided interest equal to such its Committed Note Purchaser Percentage of the related Investor Group’s Commitment Percentage of the L/C ParticipantProvider’s Revolving Percentage in the Issuing Lenders’ obligations and rights (though, in the case of rights, subject to such L/C Participant’s satisfaction of its reimbursement obligation set forth in the following sentence) under and in respect of each Letter of Credit issued provided hereunder and the Dollar Amount of each L/C Disbursement Reimbursement Amount with respect to each draft paid or reimbursed by the Issuing Lenders thereunder. Each L/C Participant Provider in connection therewith. Each Committed Note Purchaser unconditionally and irrevocably agrees with each Issuing Lender the L/C Provider that, if an L/C Disbursement a draft is paid under any Letter of Credit for which such Issuing Lender the L/C Provider is not reimbursed paid in full by the Borrower Co-Issuers in accordance with the terms of this Agreement, such L/C Participant Committed Note Purchaser shall pay to the Administrative Agent upon demand of such Issuing Lender the L/C Provider an amount equal to such its Committed Note Purchaser Percentage of the related Investor Group’s Commitment Percentage of the L/C Participant’s Revolving Percentage of the Dollar Reimbursement Amount of with respect to such L/C Disbursementdraft, or any part thereof, that is not so reimbursed. The L/C Participants’ obligations to make such payment shall be absolute paid; provided that after giving effect thereto, (i) the related Investor Group Principal Amount would not exceed the related Maximum Investor Group Principal Amount and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that any L/C Participant may have or have had against an Issuing Lender, (ii) the Borrower or any other PersonSeries 2007-1 Class A-1 Outstanding Principal Amount would not exceed the Series 2007-1 Class A-1 Maximum Principal Amount. The Administrative Agent shall promptly forward such Dollar Amount amounts to such Issuing Lenderthe L/C Provider. (b) If any amount required to be paid by any L/C Participant Committed Note Purchaser to the Administrative Agent for forwarding to the account of an Issuing Lender L/C Provider pursuant to Section 3.8(a2.09(a) in respect of any unreimbursed portion of any payment made or reimbursed by the L/C Disbursement made by such Issuing Lender Provider under any Letter of Credit is paid to the Administrative Agent for forwarding to the account of such Issuing Lender L/C Provider within three (3) Business Days after the date such payment is due, such L/C Participant Committed Note Purchaser shall pay to the Administrative Agent for forwarding to the account of such Issuing Lender L/C Provider on demand an amount in Dollars equal to the product of (i) the Dollar Amount of such amount, times (ii) the daily average Federal Funds Rate during the period from and including the date such L/C Disbursement payment is required to the date on which such payment is immediately available to such Issuing Lenderthe L/C Provider, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant Committed Note Purchaser pursuant to Section 3.8(a2.09(a) is not made available to the Administrative Agent in Dollars for forwarding to the account of such Issuing Lender by such L/C Participant Provider by such Committed Note Purchaser within three (3) Business Days after the date such payment is due, such Issuing Lender the L/C Provider shall be entitled to recover from such L/C ParticipantCommitted Note Purchaser, on demand, the Dollar Amount of such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Facility (or to the extent that such L/C Disbursement was made in a Foreign Currency, a Eurocurrency Revolving Loan in such Foreign Currency in an amount equal to Base Rate. A certificate of the L/C Disbursement made by such Issuing Lender under such Letter of Credit). A certificate of an Issuing Lender Provider submitted to any L/C Participant Committed Note Purchaser with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. Such amounts payable under this Section 2.09(b) shall be paid without any deduction for any withholding taxes. (c) Whenever, at any time after an Issuing Lender payment has been made payment under any Letter of Credit and the L/C Provider has received from any L/C Participant Committed Note Purchaser its pro rata share of such payment in accordance with Section 3.8(a2.09(a), the Administrative Agent or such Issuing Lender the L/C Provider receives any payment related to such Letter of Credit (whether directly from the Borrower Co-Issuers or otherwise, including proceeds of collateral applied thereto by such Issuing Lenderthe L/C Provider), or any payment of interest on account thereof, the Administrative Agent or such Issuing Lenderthe L/C Provider, as the case may be, will distribute to such L/C Participant Committed Note Purchaser its pro rata share thereof; provided, however, that in the event that any such payment received by the Administrative Agent or such Issuing Lenderthe L/C Provider, as the case may be, shall be required to be returned by the Administrative Agent or such Issuing Lender, such the L/C Participant Provider, such Committed Note Purchaser shall return to the Administrative Agent for the account of such Issuing Lender the L/C Provider the portion thereof previously distributed by the Administrative Agent or such Issuing Lenderthe L/C Provider, as the case may be, to it. (d) Each Committed Note Purchaser’s obligation to make the Advances referred to in Section 2.08(a) and to pay its pro rata share of any unreimbursed draft pursuant to Section 2.09(a) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Committed Note Purchaser or the Co-Issuers may have against the L/C Provider, any L/C Issuing Bank, the Co-Issuers or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Article VII other than at the time the related Letter of Credit was issued; (iii) an adverse change in the condition (financial or otherwise) of the Co-Issuers; (iv) any breach of this Agreement or any other Indenture Document by any Co-Issuer or any other Person; (v) any amendment, renewal or extension of any Letter of Credit in compliance with this Agreement or with the terms of such Letter of Credit, as applicable; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lenders to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lenders, 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 Lenders’ obligations and rights (though, in the case of rights, subject to such L/C Participant’s satisfaction of its reimbursement obligation set forth in the following sentence) under and in respect of each Letter of Credit issued hereunder and the Dollar Amount of each L/C Disbursement paid by the Issuing Lenders thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if an L/C Disbursement 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 the Administrative Agent upon demand of such Issuing Lender an amount equal to such L/C Participant’s Revolving Percentage of the Dollar Amount of such L/C Disbursement, or any part thereof, that is not so reimbursed. The L/C Participants’ obligations to make such payment shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that any L/C Participant may have or have had against an Issuing Lender, the Borrower or any other Person. The Administrative Agent shall promptly forward such Dollar Amount to such Issuing Lender. (b) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of an Issuing Lender pursuant to Section 3.8(a) in respect of any unreimbursed portion of any L/C Disbursement made by such Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of such Issuing Lender within three (3) Business Days after the date such payment is due, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender on demand an amount in Dollars equal to the product of (i) the Dollar Amount of such amount, times (ii) the daily average Federal Funds Rate during the period from and including the date such L/C Disbursement is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.8(a) is not made available to the Administrative Agent in Dollars for the account of such Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, the Dollar Amount of such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Facility (or to the extent that such L/C Disbursement was made in a Foreign Currency, a Eurocurrency Revolving Loan in such Foreign Currency in an amount equal to the L/C Disbursement made by such Issuing Lender under such Letter of Credit). A certificate of an Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.8(a), the Administrative Agent or such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, the Administrative Agent or 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 any such payment received by Administrative Agent or such Issuing Lender, as the case may be, shall be required to be returned by the Administrative Agent or such Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of such Issuing Lender the portion thereof previously distributed by the Administrative Agent or such Issuing Lender, as the case may be, to it.

L/C Participations. (a) Each Issuing Lender The L/C Provider irrevocably agrees to grant and hereby grants to each L/C ParticipantCommitted Note Purchaser, and, to induce the Issuing Lenders L/C Provider to issue provide Letters of Credit hereunderhereunder (and, each if the L/C Participant Provider is not the L/C Issuing Bank for any Letter of Credit, to induce the L/C Provider to agree to reimburse such L/C Issuing Bank for any payment of any drafts presented thereunder), each Committed Note Purchaser irrevocably and unconditionally agrees to accept and purchase and hereby accepts and purchases from the Issuing LendersL/C Provider, on the terms and conditions set forth below, for such L/C ParticipantCommitted Note Purchaser’s own account and risk an undivided interest equal to such its Committed Note Purchaser Percentage of the related Investor Group’s Commitment Percentage of the L/C ParticipantProvider’s Revolving Percentage in the Issuing Lenders’ obligations and rights (though, in the case of rights, subject to such L/C Participant’s satisfaction of its reimbursement obligation set forth in the following sentence) under and in respect of each Letter of Credit issued provided hereunder and the Dollar Amount of each L/C Disbursement Reimbursement Amount with respect to each draft paid or reimbursed by the Issuing Lenders thereunder. Each L/C Participant Provider in connection therewith. Subject to Section 2.07(c), each Committed Note Purchaser unconditionally and irrevocably agrees with each Issuing Lender the L/C Provider that, if an L/C Disbursement a draft is paid under any Letter of Credit for which such Issuing Lender the L/C Provider is not reimbursed paid in full by the Borrower Master Issuer in accordance with the terms of this Agreement, such L/C Participant Committed Note Purchaser shall pay to the Administrative Agent upon demand of such Issuing Lender the L/C Provider an amount equal to such its Committed Note Purchaser Percentage of the related Investor 24 Group’s Commitment Percentage of the L/C Participant’s Revolving Percentage of the Dollar Reimbursement Amount of with respect to such L/C Disbursementdraft, or any part thereof, that is not so reimbursed. The L/C Participants’ obligations to make such payment shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that any L/C Participant may have or have had against an Issuing Lender, the Borrower or any other Person. The Administrative Agent shall promptly forward such Dollar Amount to such Issuing Lenderpaid. (b) If any amount required to be paid by any L/C Participant Committed Note Purchaser to the Administrative Agent for forwarding to the account of an Issuing Lender L/C Provider pursuant to Section 3.8(a2.09(a) in respect of any unreimbursed portion of any payment made or reimbursed by the L/C Disbursement made by such Issuing Lender Provider under any Letter of Credit is paid to the Administrative Agent for forwarding to the account of such Issuing Lender L/C Provider within three (3) Business Days after the date such payment is due, such Committed Note Purchaser shall pay to Administrative Agent for forwarding to the L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender Provider on demand an amount in Dollars equal to the product of (i) the Dollar Amount of such amount, times (ii) the daily average Federal Funds Rate during the period from and including the date such L/C Disbursement payment is required to the date on which such payment is immediately available to such Issuing Lenderthe L/C Provider, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant Committed Note Purchaser pursuant to Section 3.8(a2.09(a) is not made available to the Administrative Agent in Dollars for forwarding to the account of such Issuing Lender by such L/C Participant Provider by such Committed Note Purchaser within three (3) Business Days after the date such payment is due, such Issuing Lender the L/C Provider shall be entitled to recover from such L/C ParticipantCommitted Note Purchaser, on demand, the Dollar Amount of such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Facility (or to the extent that such L/C Disbursement was made in a Foreign Currency, a Eurocurrency Revolving Loan in such Foreign Currency in an amount equal to Base Rate. A certificate of the L/C Disbursement made by such Issuing Lender under such Letter of Credit). A certificate of an Issuing Lender Provider submitted to any L/C Participant Committed Note Purchaser with respect to any amounts owing under this Section shall be conclusive 2.09(b), in the absence of manifest error, shall be conclusive and binding on such Committed Note Purchaser. If any withholding taxes are required to be deducted from any amounts payable under this Section 2.09(b), the sum payable by the Committed Note Purchaser shall be increased as necessary so that after such deduction has been made, the L/C Provider receives an amount equal to the sum it would have received had no such deduction been made. (c) Whenever, at any time after an Issuing Lender payment has been made payment under any Letter of Credit and the L/C Provider has received from any L/C Participant Committed Note Purchaser its pro rata share of such payment in accordance with Section 3.8(a2.09(a), the Administrative Agent or such Issuing Lender the L/C Provider receives any payment related to such Letter of Credit (whether directly from the Borrower Master Issuer or otherwise, including proceeds of collateral applied thereto by such Issuing Lenderthe L/C Provider), or any payment of interest on account thereof, the Administrative Agent or such Issuing Lenderthe L/C Provider, as the case may be, will distribute to such L/C Participant Committed Note Purchaser its pro rata share thereof; provided, however, that in the event that any such payment received by the Administrative Agent or such Issuing Lenderthe L/C Provider, as the case may be, shall be required to be returned by the Administrative Agent or such Issuing Lender, such the L/C Participant Provider, such Committed Note Purchaser shall return to the Administrative Agent for the account of such Issuing Lender the L/C Provider the portion thereof previously distributed by the Administrative Agent or such Issuing Lenderthe L/C Provider, as the case may be, to it. 25 (d) Each Committed Note Purchaser’s obligation to make the Advances referred to in Section 2.08(a) and to pay its pro rata share of any unreimbursed draft pursuant to Section 2.09(a) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Committed Note Purchaser or the Master Issuer may have against the L/C Provider, any L/C Issuing Bank, the Master Issuer or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Article VII other than at the time the related Letter of Credit was issued; (iii) an adverse change in the condition (financial or otherwise) of the Master Issuer; (iv) any breach of this Agreement or any other Indenture Document by the Master Issuer or any other Person; (v) any amendment, renewal or extension of any Letter of Credit in compliance with this Agreement or with the terms of such Letter of Credit, as applicable; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lenders 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 LendersLender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Revolving Credit Commitment Percentage in the Issuing Lenders’ Lender's obligations and rights (though, in the case of rights, subject to such L/C Participant’s satisfaction of its reimbursement obligation set forth in the following sentence) under and in respect of each Letter of Credit issued hereunder and the Dollar Amount amount of each L/C Disbursement draft paid by the Issuing Lenders Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender that, if an L/C Disbursement a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower Borrowers 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 such at the Issuing Lender Lender's address for notices specified herein an amount equal to such L/C Participant’s 's Revolving Credit Commitment Percentage of the Dollar Amount amount of such L/C Disbursementdraft, or any part thereof, that which is not so reimbursed. The L/C Participants’ obligations to make such payment shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that any L/C Participant may have or have had against an Issuing Lender, the Borrower or any other Person. The Administrative Agent shall promptly forward such Dollar Amount to such Issuing Lender. (b) If The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant's own account and risk an undivided interest equal to the amount set forth in the Register representing such L/C Participant's L/C Commitment Percentage in the Issuing Lender's obligations and rights under and in respect of the Existing Letter of Credit and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under the Existing Letter of Credit for which the Issuing Lender is not reimbursed in full by the Company, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender's address for notices specified herein an amount equal to such L/C Participant's L/C Commitment Percentage 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 to the Administrative Agent for the account of an Issuing Lender pursuant to Section 3.8(a3.4(a) or (b) in respect of any unreimbursed portion of any L/C Disbursement payment made by such the Issuing Lender under any Letter of Credit Credit, the Issuing Lender shall notify the Administrative Agent and each L/C Participant of the amount and due date of such required payment and such L/C Participant shall pay to the Issuing Lender the amount specified on the applicable due date. If any such amount is paid to the Administrative Agent for the account of 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 such Issuing Lender on demand an amount demand, in Dollars equal addition to such amount, the product of (i) the Dollar Amount of such amount, times (ii) the daily average Federal Funds Rate as determined by the Administrative Agent during the period from and including the date such L/C Disbursement payment is required due to the date on which such payment is immediately available to such the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.8(a) is not made available to the Administrative Agent in Dollars for the account of such Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, the Dollar Amount of such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Facility (or to the extent that such L/C Disbursement was made in a Foreign Currency, a Eurocurrency Revolving Loan in such Foreign Currency in an amount equal to the L/C Disbursement made by such Issuing Lender under such Letter of Credit). A certificate of an the 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 the Issuing Lender of the unreimbursed amounts described in this Section 3.4(c), if the L/C Participants receive notice that any such payment is due (A) prior to 1:00 p.m. (Eastern time) on any Business Day, such payment shall be due that Business Day, and (B) after 1:00 p.m. (Eastern time) on any Business Day, such payment shall be due on the following Business Day. (cd) Whenever, at any time after an the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share Revolving Credit Commitment Percentage of such payment in accordance with this Section 3.8(a)3.4, the Administrative Agent or such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the a Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof), the Administrative Agent or such Issuing Lender, as the case may be, Lender will distribute to such L/C Participant its pro pro-rata share thereof; provided, however, that in the event that any such payment received by Administrative Agent or such the Issuing Lender, as the case may be, Lender shall be required to be returned by the Administrative Agent or such Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of such Issuing Lender the portion thereof previously distributed by the Administrative Agent or such Issuing Lender, as the case may be, Lender to it.

L/C Participations. (a) 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 such Issuing Lenders 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 LendersLender, 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 Revolving U.S. Facility Commitment Percentage or Canadian Facility Commitment Percentage, as applicable (determined on the date of issuance of the relevant Letter of Credit) in the such Issuing Lenders’ Lender’s obligations and rights (though, in the case of rights, subject to such L/C Participant’s satisfaction of its reimbursement obligation set forth in the following sentence) under and in respect of each Letter of Credit issued hereunder or continued hereunder, the amount of each draft paid by such Issuing Lender thereunder and the Dollar Amount obligations of each the Loan Parties under this Agreement with respect thereto (although Letter of Credit fees and commissions shall be payable directly to the Administrative Agent or the Canadian Agent, as applicable, for the account of such Issuing Lender and L/C Disbursement paid by Participants, as provided in subsection 3.3, and the Issuing Lenders thereunderL/C Participants shall have no right to receive any portion of any facing fees with respect to any such Letters of Credit) and any security therefor or guaranty pertaining thereto. Each L/C Participant unconditionally and irrevocably agrees with each the applicable Issuing Lender that, if an L/C Disbursement a draft is paid under any Letter of Credit for which 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 or the Canadian Agent, as applicable, for the account of the Issuing Lender upon demand of such Issuing Lender at the Administrative Agent’s or the Canadian Agent’s, as applicable, address for notices specified herein an amount equal to such L/C Participant’s Revolving U.S. Facility Commitment Percentage or Canadian Facility Commitment Percentage, as applicable, of the Dollar Amount amount of such L/C Disbursementdraft, or any part thereof, that which is not so reimbursed. The L/C Participants’ obligations to make ; provided that nothing in this paragraph shall relieve such payment shall be absolute and unconditional under any and all circumstances and irrespective Issuing Lender of any setoffliability resulting from the gross negligence or willful misconduct of such Issuing Lender, counterclaim or otherwise affect any defense to payment or other right that any L/C Participant may have as a result of such gross negligence or have had against an Issuing Lender, willful misconduct. All calculations of the Borrower or any other Person. The L/C Participants’ U.S. Facility Commitment Percentages and Canadian Facility Commitment Percentages shall be made from time to time by the Administrative Agent and Canadian Agent, as applicable, which calculations shall promptly forward such Dollar Amount to such Issuing Lenderbe conclusive absent manifest error. (b) If any amount required to be paid by any L/C Participant to the Administrative Agent or the Canadian Agent, as applicable, for the account of an such Issuing Lender on demand by such Issuing Lender pursuant to Section 3.8(asubsection 3.4(a) in respect of any unreimbursed portion of any L/C Disbursement payment made by such Issuing Lender under any Letter of Credit is paid to the Administrative Agent or the Canadian Agent, as applicable, for the account of 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 or the Canadian Agent, as applicable, for the account of such Issuing Lender on demand an amount in Dollars equal to the product of (i) the Dollar Amount of 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 L/C Disbursement payment is required to the date on which such payment is immediately available to the Administrative Agent or the Canadian Agent, as applicable, for the account of such Issuing Lender, times (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 3.8(asubsection 3.4(a) is not in fact made available to the Administrative Agent in Dollars or the Canadian Agent, as applicable, for the account of such Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, the Dollar Amount of such amount with interest thereon (with interest based on the Dollar Equivalent of any amounts denominated in Canadian Dollars) calculated from such due date at the rate per annum applicable to Revolving Credit Loans maintained as ABR Loans under accruing interest at the Revolving Facility (or to the extent that such L/C Disbursement was made in a Foreign Currency, a Eurocurrency Revolving Loan in such Foreign Currency in an amount equal to the L/C Disbursement made by such Issuing Lender under such Letter of Credit)ABR hereunder. A certificate of an such 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 an the applicable Issuing Lender has made payment under any Letter of Credit and has received through the Administrative Agent or the Canadian Agent, as applicable, from any L/C Participant its pro rata share of such payment in accordance with Section 3.8(asubsection 3.4(a), such Issuing Lender receives through the Administrative Agent or such Issuing Lender receives the Canadian Agent, as applicable, any payment related to such Letter of Credit (whether directly from the applicable Borrower in respect of such Letter of Credit or otherwise, including proceeds of collateral Collateral applied thereto by the Administrative Agent or the Canadian Agent, as applicable, or by such Issuing Lender), or any payment of interest on account thereof, the Administrative Agent or such Issuing Lenderthe Canadian Agent, as the case may beapplicable, will will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to such L/C Participant its pro rata share thereofthereof prior to the end of such Business Day and otherwise the Administrative Agent or the Canadian Agent, as applicable, will distribute such payment on the next succeeding Business Day; provided, however, that in the event that any such payment received by the Issuing Lender through the Administrative Agent or such Issuing Lenderthe Canadian Agent, as the case may beapplicable, shall be required to be returned by the Administrative Agent or such Issuing Lender, such L/C Participant shall return to such Issuing Lender through the Administrative Agent for or the account of such Issuing Lender Canadian Agent, as applicable, the portion thereof previously distributed by the Administrative Agent or such Issuing Lenderthe Canadian Agent, as the case may beapplicable, to it.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lenders to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lenders, 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 Lenders’ obligations and rights (though, in the case of rights, subject to such L/C Participant’s satisfaction of its reimbursement obligation set forth in the following sentence) under and in respect of each Letter of Credit issued hereunder and the Dollar Amount of each L/C Disbursement paid by the Issuing Lenders thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if an L/C Disbursement 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 the Administrative Agent upon demand of such Issuing Lender an amount equal to such L/C Participant’s Revolving Percentage of the Dollar Amount of such L/C Disbursement, or any part thereof, that is not so reimbursed. The L/C Participants’ obligations to make such payment shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that any L/C Participant may have or have had against an Issuing Lender, the Borrower or any other Person. The Administrative Agent shall promptly forward such Dollar Amount to such Issuing Lender. (b) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of an Issuing Lender pursuant to Section 3.8(a) in respect of any unreimbursed portion of any L/C Disbursement made by such Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of such Issuing Lender within three (3) Business Days after the date such payment is due, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender on demand an amount in Dollars equal to the product of (i) the Dollar Amount of such amount, times (ii) the daily average Federal Funds Rate during the period from and including the date such L/C Disbursement is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.8(a) is not made available to the Administrative Agent in Dollars for the account of such Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, the Dollar Amount of such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Facility (or to the extent that such L/C Disbursement was made in a Foreign Currency, a Eurocurrency Revolving Loan in such Foreign Currency in an amount equal to the L/C Disbursement made by such Issuing Lender under such Letter of Credit). A certificate of an Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.8(a), the Administrative Agent or such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, the Administrative Agent or 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 any such payment received by Administrative Agent or such Issuing Lender, as the case may be, shall be required to be returned by the Administrative Agent or such Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of such Issuing Lender the portion thereof previously distributed by the Administrative Agent or such Issuing Lender, as the case may be, to it.

L/C Participations. (a) 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 Issuing Lenders 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 LendersLender, 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 Revolving U.S. RCF Commitment Percentage or Canadian RCF Commitment Percentage, as applicable, (determined on the date of issuance of the relevant Letter of Credit) in the such Issuing Lenders’ Lender’s obligations and rights (though, in the case of rights, subject to such L/C Participant’s satisfaction of its reimbursement obligation set forth in the following sentence) under and in respect of each Letter of Credit issued hereunder or continued hereunder, the amount of each draft paid by such Issuing Lender thereunder and the Dollar Amount obligations of each the applicable Borrowers under this Agreement with respect thereto (although L/C Disbursement paid by 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 Lenders thereunderLender 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. Each L/C Participant unconditionally and irrevocably agrees with each such Issuing Lender that, if an L/C Disbursement a draft is paid under any Letter of Credit for which 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 upon demand of such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving U.S. RCF Commitment Percentage or Canadian RCF Commitment Percentage, as applicable, of the Dollar Amount amount of such L/C Disbursementdraft, or any part thereof, that which is not so reimbursed. The L/C Participants’ obligations to make ; provided that nothing in this paragraph shall relieve such payment shall be absolute and unconditional under any and all circumstances and irrespective Issuing Lender of any setoffliability resulting from the gross negligence or willful misconduct (as determined in a final non-appealable decision issued by a court of competent jurisdiction) of such Issuing Lender, counterclaim or otherwise affect any defense to payment or other right that any L/C Participant may have as a result of such gross negligence or have had against willful misconduct (as so determined). All calculations of an Issuing Lender, L/C Participant’s U.S. RCF Commitment Percentage and Canadian RCF Commitment Percentage shall be made from time to time by the Borrower or any other Person. The U.S. Administrative Agent and the Canadian Administrative Agent, respectively, which calculations shall promptly forward such Dollar Amount to such 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 an Issuing Lender on demand by such Issuing Lender pursuant to Section 3.8(asubsection 3.4(a) in respect of any unreimbursed portion of any L/C Disbursement payment made by such Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of such Issuing Lender within three (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 such Issuing Lender on demand an amount in Dollars equal to the product of (i) the Dollar Amount of 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 L/C Disbursement payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.8(asubsection 3.4(a) is not in fact made available to the Administrative Agent in Dollars for the account of such Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, the Dollar Amount of 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 RCF Loans maintained as ABR Loans under accruing interest at the Revolving Facility (or to the extent that such L/C Disbursement was made in a Foreign Currency, a Eurocurrency Revolving Loan in such Foreign Currency in an amount equal to the L/C Disbursement made by such Issuing Lender under such Letter of Credit)ABR hereunder. A certificate of 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 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 3.8(asubsection 3.4(a), the Administrative Agent or 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 such Issuing Lender), or any payment of interest on account thereof, the Administrative Agent or 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 Administrative Agent or such an Issuing Lender, as the case may be, Lender shall be required to be returned by the Administrative Agent or such Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of such Issuing Lender the portion thereof previously distributed by the Administrative Agent or such Issuing Lender, as the case may be, Lender to it.

L/C Participations. (a) Each Issuing Lender The L/C Provider irrevocably agrees to grant and hereby grants to each L/C ParticipantCommitted Note Purchaser, and, to induce the Issuing Lenders L/C Provider to issue provide Letters of Credit hereunderhereunder (and, each if the L/C Participant Provider is not the L/C Issuing Bank for any Letter of Credit, to induce the L/C Provider to agree to reimburse such L/C Issuing Bank for any payment of any drafts presented thereunder), each Committed Note Purchaser irrevocably and unconditionally agrees to accept and purchase and hereby accepts and purchases from the Issuing LendersL/C Provider, on the terms and conditions set forth below, for such L/C ParticipantCommitted Note Purchaser’s own account and risk an undivided interest equal to such its Committed Note Purchaser Percentage of the related Investor Group’s Commitment Percentage of the L/C ParticipantProvider’s Revolving Percentage in the Issuing Lenders’ obligations and rights (though, in the case of rights, subject to such L/C Participant’s satisfaction of its reimbursement obligation set forth in the following sentence) under and in respect of each Letter of Credit issued provided hereunder and the Dollar Amount of each L/C Disbursement Reimbursement Amount with respect to each draft paid or reimbursed by the Issuing Lenders thereunder. Each L/C Participant Provider in connection therewith. Subject to Section 2.07(c), each Committed Note Purchaser unconditionally and irrevocably agrees with each Issuing Lender the L/C Provider that, if an L/C Disbursement a draft is paid under any Letter of Credit for which such Issuing Lender the L/C Provider is not reimbursed paid in full by the Borrower Master Issuer in accordance with the terms of this Agreement, such L/C Participant Committed Note Purchaser shall pay to the Administrative Agent upon demand of such Issuing Lender the L/C Provider an amount equal to such its Committed Note Purchaser Percentage of the related Investor 24 Group’s Commitment Percentage of the L/C Participant’s Revolving Percentage of the Dollar Reimbursement Amount of with respect to such L/C Disbursementdraft, or any part thereof, that is not so reimbursed. The L/C Participants’ obligations to make such payment shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that any L/C Participant may have or have had against an Issuing Lender, the Borrower or any other Person. The Administrative Agent shall promptly forward such Dollar Amount to such Issuing Lenderpaid. (b) If any amount required to be paid by any L/C Participant Committed Note Purchaser to the Administrative Agent for forwarding to the account of an Issuing Lender L/C Provider pursuant to Section 3.8(a2.09(a) in respect of any unreimbursed portion of any payment made or reimbursed by the L/C Disbursement made by such Issuing Lender Provider under any Letter of Credit is paid to the Administrative Agent for forwarding to the account of such Issuing Lender L/C Provider within three (3) Business Days after the date such payment is due, such Committed Note Purchaser shall pay to Administrative Agent for forwarding to the L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender Provider on demand an amount in Dollars equal to the product of (i) the Dollar Amount of such amount, times (ii) the daily average Federal Funds Rate during the period from and including the date such L/C Disbursement payment is required to the date on which such payment is immediately available to such Issuing Lenderthe L/C Provider, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant Committed Note Purchaser pursuant to Section 3.8(a2.09(a) is not made available to the Administrative Agent in Dollars for forwarding to the account of such Issuing Lender by such L/C Participant Provider by such Committed Note Purchaser within three (3) Business Days after the date such payment is due, such Issuing Lender the L/C Provider shall be entitled to recover from such L/C ParticipantCommitted Note Purchaser, on demand, the Dollar Amount of such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Facility (or to the extent that such L/C Disbursement was made in a Foreign Currency, a Eurocurrency Revolving Loan in such Foreign Currency in an amount equal to Base Rate. A certificate of the L/C Disbursement made by such Issuing Lender under such Letter of Credit). A certificate of an Issuing Lender Provider submitted to any L/C Participant Committed Note Purchaser with respect to any amounts owing under this Section shall be conclusive 2.09(b), in the absence of manifest error, shall be conclusive and binding on such Committed Note Purchaser. If any withholding taxes are required to be deducted from any amounts payable under this Section 2.09(b), the sum payable by the Committed Note Purchaser shall be increased as necessary so that after such deduction has been made, the L/C Provider receives an amount equal to the sum it would have received had no such deduction been made. (c) Whenever, at any time after an Issuing Lender payment has been made payment under any Letter of Credit and the L/C Provider has received from any L/C Participant Committed Note Purchaser its pro rata share of such payment in accordance with Section 3.8(a2.09(a), the Administrative Agent or such Issuing Lender the L/C Provider receives any payment related to such Letter of Credit (whether directly from the Borrower Master Issuer or otherwise, including proceeds of collateral applied thereto by such Issuing Lenderthe L/C Provider), or any payment of interest on account thereof, the Administrative Agent or such Issuing Lenderthe L/C Provider, as the case may be, will distribute to such L/C Participant Committed Note Purchaser its pro rata share thereof; provided, however, that in the event that any such payment received by the Administrative Agent or such Issuing Lenderthe L/C Provider, as the case may be, shall be required to be returned by the Administrative Agent or such Issuing Lender, such the L/C Participant Provider, such Committed Note Purchaser shall return to the Administrative Agent for the account of such Issuing Lender the L/C Provider the portion thereof previously distributed by the Administrative Agent or such Issuing Lenderthe L/C Provider, as the case may be, to it. (d) Each Committed Note Purchaser’s obligation to make the Advances referred to in Section 2.08(a) and to pay its pro rata share of any unreimbursed draft pursuant to Section 2.09(a) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Committed Note Purchaser or the Master Issuer may have against the L/C Provider, any L/C Issuing Bank, the Master Issuer or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Article VII other than at the time the related Letter of Credit was issued; (iii) an adverse change in the condition (financial or otherwise) of the Master Issuer; (iv) any breach of this Agreement or any other Indenture Document by the Master Issuer or any other Person; (v) any amendment, renewal or extension of any Letter of Credit in compliance with this Agreement or with the terms of such Letter of Credit, as applicable; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.