Common use of Letter of Credit Participations Clause in Contracts

Letter of Credit Participations. (a) Immediately upon the issuance by any Letter of Credit Issuer of any Letter of Credit, such Letter of Credit Issuer shall be deemed to have sold and transferred to each other Lender that has a Revolving Credit Commitment (each such other Lender, in its capacity under this Section 3.3, an “L/C Participant”), and each such L/C Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation (each an “L/C Participation”), to the extent of such L/C Participant’s Revolving Credit Commitment Percentage from time to time, in such Letter of Credit, each substitute letter of credit, each drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto (although the Letter of Credit Fee will be paid directly to the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and the L/C Participants shall have no right to receive any portion of any Fronting Fees). (b) In determining whether to pay under any Letter of Credit, no Letter of Credit Issuer shall have any obligation relative to the L/C Participants other than to confirm that any documents required to be delivered under such Letter of Credit have been delivered and that they appear to comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any Letter of Credit Issuer under or in connection with any Letter of Credit issued by it, unless taken or omitted through its gross negligence or willful misconduct as determined by a final and non-appealable judgment of a court of competent jurisdiction, shall not create any resulting liability for such Letter of Credit Issuer. (c) In the event that any Letter of Credit Issuer makes any payment under any Letter of Credit issued by it and the Borrower shall not have repaid the amount in full to such Letter of Credit Issuer pursuant to Section 3.4(a), such Letter of Credit Issuer shall promptly notify the Administrative Agent (who shall in turn promptly notify each L/C Participant) of the failure, and each L/C Participant shall promptly and unconditionally pay to the Administrative Agent, for the account of such Letter of Credit Issuer, the amount of the L/C Participant’s Revolving Credit Commitment Percentage (determined as of the date of the notice referred to above) of the unreimbursed payment in Dollars and in same day funds. If such Letter of Credit Issuer so notifies, prior to 11:00 a.m. (New York time) on any Business Day, any L/C Participant required to fund a payment under a Letter of Credit, the L/C Participant shall make available to the Administrative Agent for the account of such Letter of Credit Issuer the L/C Participant’s Revolving Credit Commitment Percentage of the amount of the payment on the Business Day in same day funds. If and to the extent the L/C Participant shall not have so made its Revolving Credit Commitment Percentage of the amount of the payment available to the Administrative Agent for the account of such Letter of Credit Issuer, the L/C Participant agrees to pay to the Administrative Agent for the account of such Letter of Credit Issuer, forthwith on demand, the amount, together with interest thereon for each day from the date until the date the amount is paid to the Administrative Agent for the account of such Letter of Credit Issuer at the Federal Funds Effective Rate. The failure of any L/C Participant to make available to the Administrative Agent for the account of a Letter of Credit Issuer the L/C Participant’s Revolving Credit Commitment Percentage of any payment under any Letter of Credit shall not relieve any other L/C Participant of its obligation hereunder to make available to the Administrative Agent for the account of such Letter of Credit Issuer the other L/C Participant’s Revolving Credit Commitment Percentage of any payment under the Letter of Credit on the date required, as specified above, but no L/C Participant shall be responsible for the failure of any other L/C Participant to make available to the Administrative Agent the other L/C Participant’s Revolving Credit Commitment Percentage of the payment. Notwithstanding the foregoing, the Administrative Agent shall be entitled to adjust the proportions of any of the foregoing amounts required to be paid by the L/C Participants to ensure that no L/C Participant’s Revolving Credit Exposure exceeds its Revolving Credit Commitment. (d) Whenever any Letter of Credit Issuer receives a payment in respect of an unpaid reimbursement obligation as to which the Administrative Agent has received for the account of such Letter of Credit Issuer any payments from the L/C Participants pursuant to paragraph (c) above, such Letter of Credit Issuer shall pay to the Administrative Agent and the Administrative Agent shall promptly pay to each L/C Participant that has paid its applicable portion of such reimbursement obligation, in Dollars and in same day funds, an amount equal to such L/C Participant’s share (based upon the proportionate aggregate amount originally funded by such L/C Participant to the aggregate amount funded by all L/C Participants) of the principal amount of such reimbursement obligation and interest thereon accruing after the purchase of the respective L/C Participations. (e) The obligations of the L/C Participants to make payments to the Administrative Agent for the account of any Letter of Credit Issuer with respect to Letters of Credit issued by it shall be irrevocable and not subject to counterclaim, set-off or other defense or any other qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including any of the following circumstances: (i) any lack of validity or enforceability of this Agreement; (ii) the existence of any claim, set-off, defense or other right that the Borrower may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, any Letter of Credit Issuer, any Lender or other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the Borrower and the beneficiary named in any such Letter of Credit); (iii) any draft, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of this Agreement; or (v) the occurrence of any Default or Event of Default; provided that no L/C Participant shall be obligated to pay to the Administrative Agent for the account of any Letter of Credit Issuer such L/C Participant’s Revolving Credit Commitment Percentage of any unreimbursed amount arising from any wrongful payment made by such Letter of Credit Issuer under a Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Letter of Credit Issuer as determined by a final and non-appealable judgment of a court of competent jurisdiction.

Letter of Credit Participations. (a) Immediately upon the issuance by any Letter of Credit Issuer of any Letter of Credit, such Letter of Credit Issuer shall be deemed to have sold and transferred to each other Lender that has a Revolving Credit Commitment Lender (each such other Revolving Credit Lender, in its capacity under this Section 3.3, an “L/C Participant”), and each such L/C Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation (each an “L/C Participation”), to the extent of such L/C Participant’s Revolving Credit Commitment Percentage from time to time, in such each Letter of Credit, each substitute letter of credittherefor, each drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto (although thereto; provided that the Letter of Credit Fee Fees will be paid directly to the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and the L/C Participants shall have no right to receive any portion of any Fronting Fees). (b) In determining whether to pay under any Letter of Credit, no the relevant Letter of Credit Issuer shall have any no obligation relative to the L/C Participants other than to confirm that any documents required to be delivered under such Letter of Credit have been delivered and that they appear to comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any the relevant Letter of Credit Issuer under or in connection with any Letter of Credit issued by it, unless if taken or omitted through its in the absence of gross negligence or willful misconduct as determined by a in the final and non-appealable judgment of a court of competent jurisdiction, shall not create any resulting liability for such the Letter of Credit IssuerIssuers any resulting liability. (c) In the event that any Letter of Credit Issuer makes any payment under any Letter of Credit issued by it and the applicable Borrower shall not have repaid the such amount in full to such the respective Letter of Credit Issuer through the Administrative Agent pursuant to Section 3.4(a), such Letter of Credit Issuer shall promptly notify the Administrative Agent (who shall in turn promptly notify each L/C Participant) Participant of the such failure, and each L/C Participant shall promptly and unconditionally pay to the Administrative Agent, Agent for the account of such Letter of Credit Issuer, the amount of the L/C Participant’s Revolving Credit Commitment Percentage (determined as of the date of the notice referred to above) of the unreimbursed payment in Dollars and in same day funds. If such Letter of Credit Issuer so notifies, prior to 11:00 a.m. (New York time) on any Business Day, any L/C Participant required to fund a payment under a Letter of Credit, the L/C Participant shall make available to the Administrative Agent for the account of such Letter of Credit Issuer the L/C Participant’s Revolving Credit Commitment Percentage of the amount of the such unreimbursed payment on the Business Day in same day Dollars and in immediately available funds. If and to the extent the such L/C Participant shall not have so made its Revolving Credit Commitment Percentage of the Dollar Equivalent of the amount of the such payment available to the Administrative Agent for the account of such Letter of Credit Issuer, the such L/C Participant agrees to pay to the Administrative Agent for the account of such Letter of Credit Issuer, forthwith on demand, the such amount, together with interest thereon for each day from the such date until the date the such amount is paid to the Administrative Agent for the account of such Letter of Credit Issuer at a rate per annum equal to the Federal Funds Effective RateOvernight Rate from time to time then in effect, plus any administrative, processing or similar fees that are reasonably and customarily charged by such Letter of Credit Issuer in connection with the foregoing. The failure of any L/C Participant to make available to the Administrative Agent for the account of a any Letter of Credit Issuer the L/C Participant’s its Revolving Credit Commitment Percentage of any payment under any Letter of Credit shall not relieve any other L/C Participant of its obligation hereunder to make available to the Administrative Agent for the account of such Letter of Credit Issuer the other L/C Participant’s its Revolving Credit Commitment Percentage of any payment under the such Letter of Credit on the date required, as specified above, but no L/C Participant shall be responsible for the failure of any other L/C Participant to make available to the Administrative Agent the such other L/C Participant’s Revolving Credit Commitment Percentage of the any such payment. Notwithstanding the foregoing, the Administrative Agent shall be entitled to adjust the proportions of any of the foregoing amounts required to be paid by the L/C Participants to ensure that no L/C Participant’s Revolving Credit Exposure exceeds its Revolving Credit Commitment. (d) Whenever any Letter of Credit Issuer the Administrative Agent receives a payment in respect of an unpaid reimbursement obligation as to which the Administrative Agent has received for the account of such any Letter of Credit Issuer any payments from the L/C Participants pursuant to paragraph clause (c) above, such Letter of Credit Issuer shall pay to the Administrative Agent and the Administrative Agent shall promptly pay to each L/C Participant that has paid its applicable portion Revolving Credit Commitment Percentage of such reimbursement obligation, in Dollars and in same day immediately available funds, an amount equal to such L/C Participant’s share (based upon the proportionate aggregate amount originally funded by such L/C Participant to the aggregate amount funded by all L/C Participants) of the principal Dollar Equivalent of the amount so paid in respect of such reimbursement obligation and interest thereon accruing after the purchase of the respective L/C ParticipationsParticipations at the Overnight Rate. (e) The obligations of the L/C Participants to make payments to the Administrative Agent for the account of any each Letter of Credit Issuer with respect to Letters of Credit issued by it shall be irrevocable and not subject to counterclaim, set-off or other defense or any other qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including any of the following circumstances:. (if) If any lack of validity or enforceability of this Agreement; (ii) the existence of any claim, set-off, defense or other right that the Borrower may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, any Letter of Credit Issuer, any Lender or other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the Borrower and the beneficiary named in any such Letter of Credit); (iii) any draft, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of this Agreement; or (v) the occurrence of any Default or Event of Default; provided that no L/C Participant shall be obligated to pay to payment received by the Administrative Agent for the account of any Letter of Credit Issuer such L/C Participant’s Revolving Credit Commitment Percentage of any unreimbursed amount arising from any wrongful payment made by such Letter of Credit Issuer under a Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence on pursuant to Section 3.3(c) is required to be returned, each Lender shall pay to the part Administrative Agent for the account of such Letter of Credit Issuer as determined its Revolving Credit Commitment Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a final rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and non-appealable judgment the termination of a court of competent jurisdictionthis Agreement.

Letter of Credit Participations. (a) Immediately upon the issuance by any the Letter of Credit Issuer of any Letter of Credit, such the Letter of Credit Issuer shall be deemed to have sold and transferred to each other Lender that has a Revolving Credit Commitment Lender (each such other Revolving Credit Lender, in its capacity under this Section 3.3, an “L/C Participant”), and each such L/C Participant shall be deemed irrevocably and unconditionally to have purchased and received from such the Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation (each an “L/C Participation”), to the extent of such L/C Participant’s Revolving Credit Commitment Percentage from time (determined after giving effect to time, clause (f) below) in such each Letter of Credit, each substitute letter of credittherefor, each drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto (although thereto; provided that the Letter of Credit Fee Fees will be paid directly to the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and the L/C Participants shall have no right to receive any portion of any Fronting Fees); it being understood that (A) any accrued and unpaid 2016 Letter of Credit Fees to, but not including, the 2015 May Effective Date, were paid by the Borrower to the Administrative Agent for the ratable account of the L/C Participants of Existing Letters of Credit issued under 2016 Revolving Credit Commitments on the 2015 May Effective Date, (B) 2020 Letter of Credit Fees payable to the 2020 Revolving Credit Lenders in their capacity as L/C Participants of Existing Letters of Credit deemed issued under 2020 Revolving Credit Commitments pursuant to clause (f) below will begin to accrue as of the 2015 May Effective Date and will be paid directly to the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and (C) the L/C Participants of the Existing Letters of Credit issued under either the 2016 Revolving Credit Commitments or the 2020 Revolving Credit Commitments shall have no right to receive any portion of any Fronting Fees. (b) In determining whether to pay under any Letter of Credit, no the relevant Letter of Credit Issuer shall have any no obligation relative to the L/C Participants other than to confirm that any documents required to be delivered under such Letter of Credit have been delivered and that they appear to comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any the relevant Letter of Credit Issuer under or in connection with any Letter of Credit issued by it, unless if taken or omitted through its in the absence of gross negligence or willful misconduct as determined by a final and non-appealable judgment of a court of competent jurisdictionmisconduct, shall not create any resulting liability for such the Letter of Credit IssuerIssuer any resulting liability. (c) In the event that any the Letter of Credit Issuer makes any payment under any Letter of Credit issued by it and the Borrower shall not have repaid the such amount in full to such the respective Letter of Credit Issuer pursuant to Section 3.4(a), such the Letter of Credit Issuer shall promptly notify the Administrative Agent (who shall in turn promptly notify and each L/C Participant) Participant of the such failure, and each L/C Participant shall promptly and unconditionally pay to the Administrative Agent, Agent for the account of such the Letter of Credit Issuer, the amount of the such L/C Participant’s Revolving Credit Commitment Percentage (determined as of the date of the notice referred after giving effect to aboveclause (f) below) of the Dollar Equivalent of such unreimbursed payment in Dollars and in same day immediately available funds; provided, however, that no L/C Participant shall be obligated to pay to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of such unreimbursed amount arising from any wrongful payment made by the Letter of Credit Issuer under any such Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the Letter of Credit Issuer. If such the Letter of Credit Issuer so notifies, prior to 11:00 a.m. (New York City time) on any Business Day, any L/C Participant required to fund a payment under a Letter of Credit, the such L/C Participant shall make available to the Administrative Agent for the account of such the Letter of Credit Issuer the such L/C Participant’s Revolving Credit Commitment Percentage of the amount of the such payment no later than 1:00 p.m. (New York City time) on the such Business Day in same day Dollars and in immediately available funds. If and to the extent the such L/C Participant shall not have so made its Revolving Credit Commitment Percentage of the amount of the such payment available to the Administrative Agent for the account of such the Letter of Credit Issuer, the such L/C Participant agrees to pay to the Administrative Agent for the account of such the Letter of Credit Issuer, forthwith on demand, the such amount, together with interest thereon for each day from the such date until the date the such amount is paid to the Administrative Agent for the account of such the Letter of Credit Issuer at a rate per annum equal to the Federal Funds Effective RateOvernight Rate from time to time then in effect, plus any administrative, processing or similar fees customarily charged by the Letter of Credit Issuer in connection with the foregoing. The failure of any L/C Participant to make available to the Administrative Agent for the account of a the Letter of Credit Issuer the L/C Participant’s its Revolving Credit Commitment Percentage of any payment under any Letter of Credit shall not relieve any other L/C Participant of its obligation hereunder to make available to the Administrative Agent for the account of such the Letter of Credit Issuer the other L/C Participant’s its Revolving Credit Commitment Percentage of any payment under the such Letter of Credit on the date required, as specified above, but no L/C Participant shall be responsible for the failure of any other L/C Participant to make available to the Administrative Agent the such other L/C Participant’s Revolving Credit Commitment Percentage of the any such payment. Notwithstanding the foregoing, the Administrative Agent shall be entitled to adjust the proportions of any of the foregoing amounts required to be paid by the L/C Participants to ensure that no L/C Participant’s Revolving Credit Exposure exceeds its Revolving Credit Commitment. (d) Whenever any the Letter of Credit Issuer receives a payment in respect of an unpaid reimbursement obligation as to which the Administrative Agent has received for the account of such the Letter of Credit Issuer any payments from the L/C Participants pursuant to paragraph clause (c) above, such the Letter of Credit Issuer shall pay to the Administrative Agent and the Administrative Agent shall promptly pay to each L/C Participant that has paid its applicable portion Revolving Credit Commitment Percentage of such reimbursement obligationobligation (determined after giving effect to clause (f) below), in Dollars and in same day immediately available funds, an amount equal to such L/C Participant’s share (based upon the proportionate aggregate amount originally funded by such L/C Participant to the aggregate amount funded by all L/C Participants) of the principal Dollar Equivalent of the amount so paid in respect of such reimbursement obligation and interest thereon accruing after the purchase of the respective L/C ParticipationsParticipations at the Overnight Rate. (e) The obligations of the L/C Participants to make payments to the Administrative Agent for the account of any a Letter of Credit Issuer with respect to Letters of Credit issued by it shall be irrevocable and not subject to counterclaim, set-off or other defense or any other qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including under any of the following circumstances: (i) any lack of validity or enforceability of this AgreementAgreement or any of the other Credit Documents; (ii) the existence of any claim, set-off, defense or other right that the Borrower may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, any the Letter of Credit Issuer, any Lender or other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the Borrower and the beneficiary named in any such Letter of Credit); (iii) any draft, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of this Agreementany of the Credit Documents; or (v) the occurrence of any Default or Event of Default; provided provided, however, that no L/C Participant shall be obligated to pay to the Administrative Agent for the account of any the Letter of Credit Issuer such L/C Participant’s its Revolving Credit Commitment Percentage of any unreimbursed amount arising from any wrongful payment made by such the Letter of Credit Issuer under a any such Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such the Letter of Credit Issuer. (f) On the 2015 May Effective Date, the existing Letters of Credit issued under 2016 Revolving Credit Commitments prior to the 2015 May Effective Date which are identified in Exhibit D to the 2015 May Amendment (the “Existing Letters of Credit”) shall be deemed to be issued under the 2020 Revolving Credit Commitments. The Letter of Credit Issuer as determined by a final shall be deemed to have sold and non-appealable judgment transferred to each 2020 Revolving Credit Lender, and each such 2020 Revolving Credit Lender shall be deemed irrevocably and unconditionally to have purchased and received from the Letter of a court Credit Issuer, without recourse or warranty, an L/C Participation, to the extent of competent jurisdictionsuch 2020 Revolving Credit Lender’s 2020 Revolving Credit Commitment Percentage in each Existing Letter of Credit, each substitute therefor, each drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto.

Letter of Credit Participations. (a) Immediately upon the issuance by any the Letter of Credit Issuer of any Letter of Credit, such the Letter of Credit Issuer shall be deemed to have sold and transferred to each other Lender that has a Revolving Credit Commitment Lender (each such other Revolving Credit Lender, in its capacity under this Section 3.3, an “L/C Participant”), and each such L/C Participant shall be deemed irrevocably and unconditionally to have purchased and received from such the Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation (each an “L/C Participation”), to the extent of such L/C Participant’s Revolving Credit Commitment Percentage from time to time, in such each Letter of Credit, each substitute letter of credittherefor, each drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto (although thereto; provided that the Letter of Credit Fee Fees will be paid directly to the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and the L/C Participants shall have no right to receive any portion of any Fronting Fees). (b) In determining whether to pay under any Letter of Credit, no the relevant Letter of Credit Issuer shall have any no obligation relative to the L/C Participants other than to confirm that any documents required to be delivered under such Letter of Credit have been delivered and that they appear to comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any the relevant Letter of Credit Issuer under or in connection with any Letter of Credit issued by it, unless if taken or omitted through its in the absence of gross negligence or willful misconduct as determined by a in the final and non-appealable judgment of a court of competent jurisdiction, shall not create any resulting liability for such the Letter of Credit IssuerIssuer any resulting liability. (c) In the event that any the Letter of Credit Issuer makes any payment under any Letter of Credit issued by it and the applicable Borrower shall not have repaid the such amount in full to such the respective Letter of Credit Issuer through the Administrative Agent pursuant to Section 3.4(a), such Letter of Credit Issuer shall promptly notify the Administrative Agent (who shall in turn promptly notify each L/C Participant) Participant of the such failure, and each L/C Participant shall promptly and unconditionally pay to the Administrative Agent, Agent for the account of such the Letter of Credit Issuer, the amount of the L/C Participant’s Revolving Credit Commitment Percentage (determined as of the date of the notice referred to above) of the unreimbursed payment in Dollars and in same day funds. If such Letter of Credit Issuer so notifies, prior to 11:00 a.m. (New York time) on any Business Day, any L/C Participant required to fund a payment under a Letter of Credit, the L/C Participant shall make available to the Administrative Agent for the account of such Letter of Credit Issuer the L/C Participant’s Revolving Credit Commitment Percentage of the amount of the such unreimbursed payment on the Business Day in same day Dollars and in immediately available funds. If and to the extent the such L/C Participant shall not have so made its Revolving Credit Commitment Percentage of the amount of the such payment available to the Administrative Agent for the account of such the Letter of Credit Issuer, the such L/C Participant agrees to pay to the Administrative Agent for the account of such the Letter of Credit Issuer, forthwith on demand, the such amount, together with interest thereon for each day from the such date until the date the such amount is paid to the Administrative Agent for the account of such the Letter of Credit Issuer at a rate per annum equal to the Federal Funds Effective RateOvernight Rate from time to time then in effect, plus any administrative, processing or similar fees that are reasonably and customarily charged by the Letter of Credit Issuer in connection with the foregoing. The failure of any L/C Participant to make available to the Administrative Agent for the account of a the Letter of Credit Issuer the L/C Participant’s its Revolving Credit Commitment Percentage of any payment under any Letter of Credit shall not relieve any other L/C Participant of its obligation hereunder to make available to the Administrative Agent for the account of such the Letter of Credit Issuer the other L/C Participant’s its Revolving Credit Commitment Percentage of any payment under the such Letter of Credit on the date required, as specified above, but no L/C Participant shall be responsible for the failure of any other L/C Participant to make available to the Administrative Agent the such other L/C Participant’s Revolving Credit Commitment Percentage of the any such payment. Notwithstanding the foregoing, the Administrative Agent shall be entitled to adjust the proportions of any of the foregoing amounts required to be paid by the L/C Participants to ensure that no L/C Participant’s Revolving Credit Exposure exceeds its Revolving Credit Commitment. (d) Whenever any Letter of Credit Issuer the Administrative Agent receives a payment in respect of an unpaid reimbursement obligation as to which the Administrative Agent has received for the account of such the Letter of Credit Issuer any payments from the L/C Participants pursuant to paragraph clause (c) above, such Letter of Credit Issuer shall pay to the Administrative Agent and the Administrative Agent shall promptly pay to each L/C Participant that has paid its applicable portion Revolving Credit Commitment Percentage of such reimbursement obligation, in Dollars and in same day immediately available funds, an amount equal to such L/C Participant’s share (based upon the proportionate aggregate amount originally funded by such L/C Participant to the aggregate amount funded by all L/C Participants) of the principal amount so paid in respect of such reimbursement obligation and interest thereon accruing after the purchase of the respective L/C ParticipationsParticipations at the Overnight Rate. (e) The obligations of the L/C Participants to make payments to the Administrative Agent for the account of any the Letter of Credit Issuer with respect to Letters of Credit issued by it shall be irrevocable and not subject to counterclaim, set-off or other defense or any other qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including . (f) If any payment received by the Administrative Agent for the account of the Letter of Credit Issuer pursuant to Section 3.3(c) is required to be returned under any of the following circumstances: circumstances described in Section 3.20 (i) including pursuant to any lack of validity or enforceability of this Agreement; (ii) settlement entered into by the existence of any claim, set-off, defense or other right that the Borrower may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be actingIssuer in its discretion), the Administrative Agent, any Letter of Credit Issuer, any each Lender or other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the Borrower and the beneficiary named in any such Letter of Credit); (iii) any draft, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of this Agreement; or (v) the occurrence of any Default or Event of Default; provided that no L/C Participant shall be obligated to pay to the Administrative Agent for the account of any the Letter of Credit Issuer such L/C Participant’s its Revolving Credit Commitment Percentage thereof on demand of any unreimbursed the Administrative Agent, plus interest thereon from the date of such demand to the date such amount arising from any wrongful payment made is returned by such Letter Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations of Credit Issuer the Lenders under a Letter this clause shall survive the payment in full of Credit as a result the Obligations and the termination of acts or omissions constituting willful misconduct or gross negligence on the part of such Letter of Credit Issuer as determined by a final and non-appealable judgment of a court of competent jurisdictionthis Agreement.

Letter of Credit Participations. (a) Immediately upon the issuance by any the Letter of Credit Issuer of any Letter of Credit, such the Letter of Credit Issuer shall be deemed to have sold and transferred to each other Lender that has a Revolving Credit Commitment Lender (each such other Revolving Credit Lender, in its capacity under this Section 3.3, an “L/C Participant”), and each such L/C Participant shall be deemed irrevocably and unconditionally to have purchased and received from such the Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation (each an “L/C Participation”), to the extent of such L/C Participant’s Revolving Credit Commitment Percentage from time (determined after giving effect to time, clause (f) below) in such each Letter of Credit, each substitute letter of credittherefor, each drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto (although thereto; provided that the Letter of Credit Fee Fees will be paid directly to the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and the L/C Participants shall have no right to receive any portion of any Fronting Fees). (b) In determining whether to pay under any Letter of Credit, no the relevant Letter of Credit Issuer shall have any no obligation relative to the L/C Participants other than to confirm that any documents required to be delivered under such Letter of Credit have been delivered and that they appear to comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any the relevant Letter of Credit Issuer under or in connection with any Letter of Credit issued by it, unless if taken or omitted through its in the absence of gross negligence or willful misconduct as determined by a final and non-appealable judgment of a court of competent jurisdictionmisconduct, shall not create any resulting liability for such the Letter of Credit IssuerIssuer any resulting liability. (c) In the event that any the Letter of Credit Issuer makes any payment under any Letter of Credit issued by it and the Borrower shall not have repaid the such amount in full to such the respective Letter of Credit Issuer pursuant to Section 3.4(a), such the Letter of Credit Issuer shall promptly notify the Administrative Agent (who shall in turn promptly notify and each L/C Participant) Participant of the such failure, and each L/C Participant shall promptly and unconditionally pay to the Administrative Agent, Agent for the account of such the Letter of Credit Issuer, the amount of the such L/C Participant’s Revolving Credit Commitment Percentage (determined as of the date of the notice referred after giving effect to aboveclause (f) below) of the Dollar Equivalent of such unreimbursed payment in Dollars and in same day immediately available funds; provided, however, that no L/C Participant shall be obligated to pay to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of such unreimbursed amount arising from any wrongful payment made by the Letter of Credit Issuer under any such Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the Letter of Credit Issuer. If such the Letter of Credit Issuer so notifies, prior to 11:00 a.m. (New York City time) on any Business Day, any L/C Participant required to fund a payment under a Letter of Credit, the such L/C Participant shall make available to the Administrative Agent for the account of such the Letter of Credit Issuer the such L/C Participant’s Revolving Credit Commitment Percentage of the amount of the such payment no later than 1:00 p.m. (New York City time) on the such Business Day in same day Dollars and in immediately available funds. If and to the extent the such L/C Participant shall not have so made its Revolving Credit Commitment Percentage of the amount of the such payment available to the Administrative Agent for the account of such the Letter of Credit Issuer, the such L/C Participant agrees to pay to the Administrative Agent for the account of such the Letter of Credit Issuer, forthwith on demand, the such amount, together with interest thereon for each day from the such date until the date the such amount is paid to the Administrative Agent for the account of such the Letter of Credit Issuer at a rate per annum equal to the Federal Funds Effective RateOvernight Rate from time to time then in effect, plus any administrative, processing or similar fees customarily charged by the Letter of Credit Issuer in connection with the foregoing. The failure of any L/C Participant to make available to the Administrative Agent for the account of a the Letter of Credit Issuer the L/C Participant’s its Revolving Credit Commitment Percentage of any payment under any Letter of Credit shall not relieve any other L/C Participant of its obligation hereunder to make available to the Administrative Agent for the account of such the Letter of Credit Issuer the other L/C Participant’s its Revolving Credit Commitment Percentage of any payment under the such Letter of Credit on the date required, as specified above, but no L/C Participant shall be responsible for the failure of any other L/C Participant to make available to the Administrative Agent the such other L/C Participant’s Revolving Credit Commitment Percentage of the any such payment. Notwithstanding the foregoing, the Administrative Agent shall be entitled to adjust the proportions of any of the foregoing amounts required to be paid by the L/C Participants to ensure that no L/C Participant’s Revolving Credit Exposure exceeds its Revolving Credit Commitment. (d) Whenever any the Letter of Credit Issuer receives a payment in respect of an unpaid reimbursement obligation as to which the Administrative Agent has received for the account of such the Letter of Credit Issuer any payments from the L/C Participants pursuant to paragraph clause (c) above, such the Letter of Credit Issuer shall pay to the Administrative Agent and the Administrative Agent shall promptly pay to each L/C Participant that has paid its applicable portion Revolving Credit Commitment Percentage of such reimbursement obligationobligation (determined after giving effect to clause (f) below), in Dollars and in same day immediately available funds, an amount equal to such L/C Participant’s share (based upon the proportionate aggregate amount originally funded by such L/C Participant to the aggregate amount funded by all L/C Participants) of the principal Dollar Equivalent of the amount so paid in respect of such reimbursement obligation and interest thereon accruing after the purchase of the respective L/C ParticipationsParticipations at the Overnight Rate. (e) The obligations of the L/C Participants to make payments to the Administrative Agent for the account of any a Letter of Credit Issuer with respect to Letters of Credit issued by it shall be irrevocable and not subject to counterclaim, set-off or other defense or any other qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including under any of the following circumstances: (i) any lack of validity or enforceability of this AgreementAgreement or any of the other Credit Documents; (ii) the existence of any claim, set-off, defense or other right that the Borrower may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, any the Letter of Credit Issuer, any Lender or other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the Borrower and the beneficiary named in any such Letter of Credit); (iii) any draft, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of this Agreementany of the Credit Documents; or (v) the occurrence of any Default or Event of Default; provided provided, however, that no L/C Participant shall be obligated to pay to the Administrative Agent for the account of any the Letter of Credit Issuer such L/C Participant’s its Revolving Credit Commitment Percentage of any unreimbursed amount arising from any wrongful payment made by such the Letter of Credit Issuer under a any such Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the Letter of Credit Issuer. (f) On the 2011 Extension Effective Date, the L/C Participations in any issued and outstanding Letters of Credit shall be reallocated so that after giving effect thereto the 2016 Revolving Credit Lenders and the 2013 Revolving Credit Lenders shall share ratably in such L/C Participations in accordance with the aggregate Revolving Credit Commitments (including both the 2013 Revolving Credit Commitments and the 2016 Revolving Credit Commitments from time to time in effect). Thereafter, until the 2013 Revolving Credit Maturity Date, L/C Participations in any newly-issued Letters of Credit shall be allocated in accordance with the aggregate Revolving Credit Commitments (including both the 2013 Revolving Credit Commitments and the 2016 Revolving Credit Commitments from time to time in effect); provided that, notwithstanding the foregoing, L/C Participations in any new Letters of Credit that have an expiry date after the date that is three Business Days prior to the 2013 Revolving Credit Maturity Date shall be allocated to the 2016 Revolving Credit Lenders ratably in accordance with their 2016 Revolving Credit Commitments but only to the extent that such allocation would not cause the 2016 Revolving Credit Lenders’ 2016 Revolving Credit Exposures at such time to exceed the Aggregate 2016 Revolving Credit Commitments; provided further that the Letter of Credit Issuer shall not be obligated to issue any Letter of Credit that would have an expiry date after the date that is three Business Days prior to the 2013 Revolving Credit Maturity Date unless such Letter of Credit Issuer would be 100% covered by the 2016 Revolving Credit Commitments of the 2016 Revolving Credit Lenders. (g) If the reallocation described in clause (f) above cannot, or can only partially, be effected as determined a result of the limitations set forth herein, the Borrower shall within three Business Days following notice by the Administrative Agent, either (x) Cash Collateralize such 2013 Revolving Credit Lenders’ L/C Participations in the outstanding Letters of Credit (after giving effect to any partial reallocation pursuant to clause (f) above) or (y) backstop such 2013 Revolving Credit Lenders’ L/C Participations in the outstanding Letters of Credit (after giving effect to any partial reallocation pursuant to clause (f) above) with a final and non-appealable judgment letter of a court credit reasonable satisfactory to the Letter of competent jurisdictionCredit Issuer, in each case, for so long as any such Letters of Credit are outstanding.

Letter of Credit Participations. (a) Immediately upon the issuance by any the Letter of Credit Issuer of any Letter of Credit, such the Letter of Credit Issuer shall be deemed to have sold and transferred to each other Lender that has a Revolving Credit Commitment Lender (each such other Revolving Credit Lender, in its capacity under this Section 3.33.3(a), an a “L/C Letter of Credit Participant”), and each such L/C Letter of Credit Participant shall be deemed irrevocably and unconditionally to have purchased and received from such the Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation (each an each, a “L/C Letter of Credit Participation”), to the extent of such L/C Letter of Credit Participant’s Revolving Credit Commitment Percentage from time to timePercentage, in such Letter of Credit, each substitute letter of credit, each drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto (although the Letter of Credit Fee Fees will be paid directly to the Administrative Agent for the ratable account of the L/C Letter of Credit Participants as provided in Section 4.1(b4.1(c) and the L/C Letter of Credit Participants shall have no right to receive any portion of any Fronting Feesfees paid to the Administrative Agent for the account of the Letter of Credit Issuer in respect of each Letter of Credit issued hereunder). (b) In determining whether to pay under any Letter of Credit, no the Letter of Credit Issuer shall have any no obligation relative to the L/C Letter of Credit Participants other than to confirm to the Administrative Agent that any documents required to be delivered under such Letter of Credit have been delivered and that they appear to comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any the Letter of Credit Issuer under or in connection with any Letter of Credit issued by it, unless if taken or omitted through its in the absence of gross negligence or willful misconduct misconduct, as determined by in a final and non-appealable judgment of a court of competent jurisdiction, shall not create any resulting liability for such the Letter of Credit IssuerIssuer any resulting liability. (c) In the event that any Letter of Credit Issuer makes any payment under any Letter of Credit issued by it and the Borrower shall not have repaid the amount in full to such Letter of Credit Issuer pursuant to Section 3.4(a), such Letter of Credit Issuer shall promptly notify Whenever the Administrative Agent (who shall in turn promptly notify each L/C Participant) of the failure, and each L/C Participant shall promptly and unconditionally pay to the Administrative Agent, for the account of such Letter of Credit Issuer, the amount of the L/C Participant’s Revolving Credit Commitment Percentage (determined as of the date of the notice referred to above) of the unreimbursed payment in Dollars and in same day funds. If such Letter of Credit Issuer so notifies, prior to 11:00 a.m. (New York time) on any Business Day, any L/C Participant required to fund a payment under a Letter of Credit, the L/C Participant shall make available to the Administrative Agent for the account of such Letter of Credit Issuer the L/C Participant’s Revolving Credit Commitment Percentage of the amount of the payment on the Business Day in same day funds. If and to the extent the L/C Participant shall not have so made its Revolving Credit Commitment Percentage of the amount of the payment available to the Administrative Agent for the account of such Letter of Credit Issuer, the L/C Participant agrees to pay to the Administrative Agent for the account of such Letter of Credit Issuer, forthwith on demand, the amount, together with interest thereon for each day from the date until the date the amount is paid to the Administrative Agent for the account of such Letter of Credit Issuer at the Federal Funds Effective Rate. The failure of any L/C Participant to make available to the Administrative Agent for the account of a Letter of Credit Issuer the L/C Participant’s Revolving Credit Commitment Percentage of any payment under any Letter of Credit shall not relieve any other L/C Participant of its obligation hereunder to make available to the Administrative Agent for the account of such Letter of Credit Issuer the other L/C Participant’s Revolving Credit Commitment Percentage of any payment under the Letter of Credit on the date required, as specified above, but no L/C Participant shall be responsible for the failure of any other L/C Participant to make available to the Administrative Agent the other L/C Participant’s Revolving Credit Commitment Percentage of the payment. Notwithstanding the foregoing, the Administrative Agent shall be entitled to adjust the proportions of any of the foregoing amounts required to be paid by the L/C Participants to ensure that no L/C Participant’s Revolving Credit Exposure exceeds its Revolving Credit Commitment. (d) Whenever any Letter of Credit Issuer receives a payment in respect of an unpaid reimbursement obligation as to which the Administrative Agent has received for the account of such the Letter of Credit Issuer any payments from the L/C Participants pursuant to paragraph (c) aboveBorrower, such Letter of Credit Issuer shall pay to the Administrative Agent and the Administrative Agent shall promptly pay to each L/C Letter of Credit Participant that has paid its applicable portion Revolving Credit Commitment Percentage of such reimbursement obligation, in Dollars and in same day immediately available funds, an amount equal to such L/C Letter of Credit Participant’s share (based upon the proportionate aggregate amount originally funded or deposited by such L/C Letter of Credit Participant to the aggregate amount funded or deposited by all L/C Letter of Credit Participants) of the principal amount of such reimbursement obligation and interest thereon accruing after the purchase of the respective L/C Letter of Credit Participations; provided that the amount paid to any Letter of Credit Participant shall not exceed the amount funded or deposited by such Letter of Credit Participant. (ed) The obligations of the L/C Letter of Credit Participants to purchase Letter of Credit Participations from the Letter of Credit Issuer and make payments to the Administrative Agent for the account of any the Letter of Credit Issuer with respect to Letters of Credit issued by it shall be irrevocable and not subject to counterclaim, set-off or other defense or any other qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including under any of the following circumstances: (i) any lack of validity or enforceability of this AgreementAgreement or any of the other Credit Documents; (ii) the existence of any claim, set-off, defense or other right that the Borrower may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such beneficiary or transferee may be acting), the Administrative Agent, any the Letter of Credit Issuer, any Lender or other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein hereby or any unrelated transactions (including any underlying transaction between the Borrower and the beneficiary named in any such Letter of Credit); (iii) any draft, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of this Agreement; orany of the Credit Documents; (v) the occurrence of any Default or Event of Default; provided or (vi) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that no L/C Participant shall be obligated to pay to the Administrative Agent for the account of might otherwise constitute a defense available to, or a discharge of, any Letter of Credit Issuer such L/C Participant’s Revolving Credit Commitment Percentage of any unreimbursed amount arising from any wrongful payment made by such Letter of Credit Issuer under a Letter of Credit as a result of acts Party or omissions constituting willful misconduct or gross negligence on the part of such Letter of Credit Issuer as determined by a final and non-appealable judgment of a court of competent jurisdictionRestricted Subsidiary.

Letter of Credit Participations. (a) Immediately upon the issuance by any the Letter of Credit Issuer of any Letter of Credit, such the Letter of Credit Issuer shall be deemed to have sold and transferred to each other Lender that has a Revolving Credit Commitment Lender (each such other Revolving Credit Lender, in its capacity under this Section 3.3, an “L/C Participant”), and each such L/C Participant shall be deemed irrevocably and unconditionally to have purchased and received from such the Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation (each an “L/C Participation”), to the extent of such L/C Participant’s Revolving Credit Commitment Percentage from time to time, in such each Letter of Credit, each substitute letter of credittherefor, each drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto (although thereto; provided that the Letter of Credit Fee Fees will be paid directly to the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and the L/C Participants shall have no right to receive any portion of any Fronting Fees). (b) In determining whether to pay under any Letter of Credit, no the relevant Letter of Credit Issuer shall have any no obligation relative to the L/C Participants other than to confirm that any documents required to be delivered under such Letter of Credit have been delivered and that they appear to comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any the relevant Letter of Credit Issuer under or in connection with any Letter of Credit issued by it, unless if taken or omitted through its in the absence of gross negligence or willful misconduct as determined by a in the final and non-appealable judgment of a court of competent jurisdiction, shall not create any resulting liability for such the Letter of Credit IssuerIssuer any resulting liability. (c) In the event that any the Letter of Credit Issuer makes any payment under any Letter of Credit issued by it and the applicable Borrower shall not have repaid the such amount in full to such the respective Letter of Credit Issuer through the Administrative Agent pursuant to Section 3.4(a), such Letter of Credit Issuer shall promptly notify the Administrative Agent (who shall in turn promptly notify each L/C Participant) Participant of the such failure, and each L/C Participant shall promptly and unconditionally pay to the Administrative Agent, Agent for the account of such the Letter of Credit Issuer, the amount of the L/C Participant’s Revolving Credit Commitment Percentage (determined as of the date of the notice referred to above) of the unreimbursed payment in Dollars and in same day funds. If such Letter of Credit Issuer so notifies, prior to 11:00 a.m. (New York time) on any Business Day, any L/C Participant required to fund a payment under a Letter of Credit, the L/C Participant shall make available to the Administrative Agent for the account of such Letter of Credit Issuer the L/C Participant’s Revolving Credit Commitment Percentage of the amount of the such unreimbursed payment on the Business Day in same day Dollars and in immediately available funds. If and to the extent the such L/C Participant shall not have so made its Revolving Credit Commitment Percentage of the amount of the such payment available to the Administrative Agent for the account of such the Letter of Credit Issuer, the such L/C Participant agrees to pay to the Administrative Agent for the account of such the Letter of Credit Issuer, forthwith on demand, the such amount, together with interest thereon for each day from the such date until the date the such amount is paid to the Administrative Agent for the account of such the Letter of Credit Issuer at a rate per annum equal to the Federal Funds Effective RateOvernight Rate from time to time then in effect, plus any administrative, processing or similar fees that are reasonably and customarily charged by the Letter of Credit Issuer in connection with the foregoing. The failure of any L/C Participant to make available to the Administrative Agent for the account of a the Letter of Credit Issuer the L/C Participant’s its Revolving Credit Commitment Percentage of any payment under any Letter of Credit shall not relieve any other L/C Participant of its obligation hereunder to make available to the Administrative Agent for the account of such the Letter of Credit Issuer the other L/C Participant’s its Revolving Credit Commitment Percentage of any payment under the such Letter of Credit on the date required, as specified above, but no L/C Participant shall be responsible for the failure of any other L/C Participant to make available to the Administrative Agent the such other L/C Participant’s Revolving Credit Commitment Percentage of the any such payment. Notwithstanding the foregoing, the Administrative Agent shall be entitled to adjust the proportions of any of the foregoing amounts required to be paid by the L/C Participants to ensure that no L/C Participant’s Revolving Credit Exposure exceeds its Revolving Credit Commitment. (d) Whenever any Letter of Credit Issuer the Administrative Agent receives a payment in respect of an unpaid reimbursement obligation as to which the Administrative Agent has received for the account of such the Letter of Credit Issuer any payments from the L/C Participants pursuant to paragraph clause (c) above, such Letter of Credit Issuer shall pay to the Administrative Agent and the Administrative Agent shall promptly pay to each L/C Participant that has paid its applicable portion Revolving Credit Commitment Percentage of such reimbursement obligation, in Dollars and in same day immediately available funds, an amount equal to such L/C Participant’s share (based upon the proportionate aggregate amount originally funded by such L/C Participant to the aggregate amount funded by all L/C Participants) of the principal amount so paid in respect of such reimbursement obligation and interest thereon accruing after the purchase of the respective L/C ParticipationsParticipations at the Overnight Rate. (e) The obligations of the L/C Participants to make payments to the Administrative Agent for the account of any the Letter of Credit Issuer with respect to Letters of Credit issued by it shall be irrevocable and not subject to counterclaim, set-off or other defense or any other qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including . (f) If any payment received by the Administrative Agent for the account of the following circumstances: (i) any lack of validity or enforceability of this Agreement; (ii) the existence of any claim, set-off, defense or other right that the Borrower may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, any Letter of Credit Issuer, any Lender or other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the Borrower and the beneficiary named in any such Letter of Credit); (iiiIssuer pursuant to Section 3.3(c) any draft, certificate or any other document presented under any Letter of Credit proving is required to be forgedreturned, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of this Agreement; or (v) the occurrence of any Default or Event of Default; provided that no L/C Participant each Lender shall be obligated to pay to the Administrative Agent for the account of any the Letter of Credit Issuer such L/C Participant’s its Revolving Credit Commitment Percentage thereof on demand of any unreimbursed the Administrative Agent, plus interest thereon from the date of such demand to the date such amount arising from any wrongful payment made is returned by such Letter Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations of Credit Issuer the Lenders under a Letter this clause shall survive the payment in full of Credit as a result the Obligations and the termination of acts or omissions constituting willful misconduct or gross negligence on the part of such Letter of Credit Issuer as determined by a final and non-appealable judgment of a court of competent jurisdictionthis Agreement.

Letter of Credit Participations. (a) Immediately upon the issuance by any the Letter of Credit Issuer of any Letter of Credit, such the Letter of Credit Issuer shall be deemed to have sold and transferred to each other Lender that has a Revolving Credit Commitment Lender (each such other Revolving Credit Lender, in its capacity under this Section 3.3, an “L/C Participant”), and each such L/C Participant shall be deemed irrevocably and unconditionally to have purchased and received from such the Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation (each an “L/C Participation”), to the extent of such L/C Participant’s Revolving Credit Commitment Percentage from time to time, in such each Letter of Credit, each substitute letter of credittherefor, each drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto (although thereto; provided that the Letter of Credit Fee Fees will be paid directly to the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and the L/C Participants shall have no right to receive any portion of any Fronting Fees). (b) In determining whether to pay under any Letter of Credit, no the relevant Letter of Credit Issuer shall have any no obligation relative to the L/C Participants other than to confirm that any documents required to be delivered under such Letter of Credit have been delivered and that they appear to comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any the relevant Letter of Credit Issuer under or in connection with any Letter of Credit issued by it, unless if taken or omitted through its in the absence of gross negligence or willful misconduct as determined by a final and non-appealable judgment of a court of competent jurisdictionmisconduct, shall not create any resulting liability for such the Letter of Credit IssuerIssuer any resulting liability. (c) In the event that any the Letter of Credit Issuer makes any payment under any Letter of Credit issued by it and the Borrower shall not have repaid the such amount in full to such the respective Letter of Credit Issuer pursuant to Section 3.4(a), such the Letter of Credit Issuer shall promptly notify the Administrative Agent (who shall in turn promptly notify and each L/C Participant) Participant of the such failure, and each L/C Participant shall promptly and unconditionally pay to the Administrative Agent, Agent for the account of such the Letter of Credit Issuer, the amount of the such L/C Participant’s Revolving Credit Commitment Percentage (determined as of the date Dollar Equivalent of the notice referred to above) of the such unreimbursed payment in Dollars and in same day immediately available funds; provided, however, that no L/C Participant shall be obligated to pay to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of such unreimbursed amount arising from any wrongful payment made by the Letter of Credit Issuer under any such Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the Letter of Credit Issuer. If such the Letter of Credit Issuer so notifies, prior to 11:00 a.m. (New York City time) on any Business Day, any L/C Participant required to fund a payment under a Letter of Credit, the such L/C Participant shall make available to the Administrative Agent for the account of such the Letter of Credit Issuer the such L/C Participant’s Revolving Credit Commitment Percentage of the amount of the such payment no later than 1:00 p.m. (New York City time) on the such Business Day in same day Dollars and in immediately available funds. If and to the extent the such L/C Participant shall not have so made its Revolving Credit Commitment Percentage of the amount of the such payment available to the Administrative Agent for the account of such the Letter of Credit Issuer, the such L/C Participant agrees to pay to the Administrative Agent for the account of such the Letter of Credit Issuer, forthwith on demand, the such amount, together with interest thereon for each day from the such date until the date the such amount is paid to the Administrative Agent for the account of such the Letter of Credit Issuer at a rate per annum equal to the Federal Funds Effective RateOvernight Rate from time to time then in effect, plus any administrative, processing or similar fees customarily charged by the Letter of Credit Issuer in connection with the foregoing. The failure of any L/C Participant to make available to the Administrative Agent for the account of a the Letter of Credit Issuer the L/C Participant’s its Revolving Credit Commitment Percentage of any payment under any Letter of Credit shall not relieve any other L/C Participant of its obligation hereunder to make available to the Administrative Agent for the account of such the Letter of Credit Issuer the other L/C Participant’s its Revolving Credit Commitment Percentage of any payment under the such Letter of Credit on the date required, as specified above, but no L/C Participant shall be responsible for the failure of any other L/C Participant to make available to the Administrative Agent the such other L/C Participant’s Revolving Credit Commitment Percentage of the any such payment. Notwithstanding the foregoing, the Administrative Agent shall be entitled to adjust the proportions of any of the foregoing amounts required to be paid by the L/C Participants to ensure that no L/C Participant’s Revolving Credit Exposure exceeds its Revolving Credit Commitment. (d) Whenever any the Letter of Credit Issuer receives a payment in respect of an unpaid reimbursement obligation as to which the Administrative Agent has received for the account of such the Letter of Credit Issuer any payments from the L/C Participants pursuant to paragraph clause (c) above, such the Letter of Credit Issuer shall pay to the Administrative Agent and the Administrative Agent shall promptly pay to each L/C Participant that has paid its applicable portion Revolving Credit Commitment Percentage of such reimbursement obligation, in Dollars and in same day immediately available funds, an amount equal to such L/C Participant’s share (based upon the proportionate aggregate amount originally funded by such L/C Participant to the aggregate amount funded by all L/C Participants) of the principal Dollar Equivalent of the amount so paid in respect of such reimbursement obligation and interest thereon accruing after the purchase of the respective L/C ParticipationsParticipations at the Overnight Rate. (e) The obligations of the L/C Participants to make payments to the Administrative Agent for the account of any a Letter of Credit Issuer with respect to Letters of Credit issued by it shall be irrevocable and not subject to counterclaim, set-off or other defense or any other qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including under any of the following circumstances: (i) any lack of validity or enforceability of this AgreementAgreement or any of the other Credit Documents; (ii) the existence of any claim, set-off, defense or other right that the Borrower may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, any the Letter of Credit Issuer, any Lender or other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the Borrower and the beneficiary named in any such Letter of Credit); (iii) any draft, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of this Agreementany of the Credit Documents; or (v) the occurrence of any Default or Event of Default; provided provided, however, that no L/C Participant shall be obligated to pay to the Administrative Agent for the account of any the Letter of Credit Issuer such L/C Participant’s its Revolving Credit Commitment Percentage of any unreimbursed amount arising from any wrongful payment made by such the Letter of Credit Issuer under a any such Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such the Letter of Credit Issuer as determined by a final and non-appealable judgment of a court of competent jurisdictionIssuer.

Letter of Credit Participations. (a) Immediately upon the issuance by any the Letter of Credit Issuer of any Letter of Credit, such the Letter of Credit Issuer shall be deemed to have sold and transferred to each other Lender that has a Revolving Credit Commitment (each such other Lender, in its capacity under this Section 3.3, an “L/C Participant”), and each such L/C Participant shall be deemed irrevocably and unconditionally to have purchased and received from such the Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation (each an “L/C Participation”), to the extent of such L/C Participant’s Revolving Credit Commitment Percentage from time to time, in such Letter of Credit, each substitute letter of credit, each drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto (although the Letter of Credit Fee will be paid directly to the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and the L/C Participants shall have no right to receive any portion of any Fronting Fees). (b) In determining whether to pay under any Letter of Credit, no the Letter of Credit Issuer shall have any no obligation relative to the L/C Participants other than to confirm that any documents required to be delivered under such Letter of Credit have been delivered and that they appear to comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any the Letter of Credit Issuer under or in connection with any Letter of Credit issued by it, unless taken or omitted through its gross negligence or willful misconduct as determined by a final and non-appealable judgment of a court of competent jurisdiction, shall not create any resulting liability for such the Letter of Credit IssuerIssuer any resulting liability. (c) In the event that any the Letter of Credit Issuer makes any payment under any Letter of Credit issued by it and the Borrower shall not have repaid the amount in full to such the Letter of Credit Issuer pursuant to Section 3.4(a), such the Letter of Credit Issuer shall promptly notify the Administrative Agent (who shall in turn promptly notify each L/C Participant) of the failure, and each L/C Participant shall promptly and unconditionally pay to the Administrative Agent, for the account of such the Letter of Credit Issuer, the amount of the L/C Participant’s Revolving Credit Commitment Percentage (determined as of the date of the notice referred to above) of the unreimbursed payment in Dollars and in same day funds. If such the Letter of Credit Issuer so notifies, prior to 11:00 a.m. (New York time) on any Business Day, any L/C Participant required to fund a payment under a Letter of Credit, the L/C Participant shall make available to the Administrative Agent for the account of such the Letter of Credit Issuer the L/C Participant’s Revolving Credit Commitment Percentage of the amount of the payment on the Business Day in same day funds. If and to the extent the L/C Participant shall not have so made its Revolving Credit Commitment Percentage of the amount of the payment available to the Administrative Agent for the account of such the Letter of Credit Issuer, the L/C Participant agrees to pay to the Administrative Agent for the account of such the Letter of Credit Issuer, forthwith on demand, the amount, together with interest thereon for each day from the date until the date the amount is paid to the Administrative Agent for the account of such the Letter of Credit Issuer at the Federal Funds Effective Rate. The failure of any L/C Participant to make available to the Administrative Agent for the account of a Letter of Credit Issuer the L/C Participant’s Revolving Credit Commitment Percentage of any payment under any Letter of Credit shall not relieve any other L/C Participant of its obligation hereunder to make available to the Administrative Agent for the account of such the Letter of Credit Issuer the other L/C Participant’s Revolving Credit Commitment Percentage of any payment under the Letter of Credit on the date required, as specified above, but no L/C Participant shall be responsible for the failure of any other L/C Participant to make available to the Administrative Agent the other L/C Participant’s Revolving Credit Commitment Percentage of the payment. Notwithstanding the foregoing, the Administrative Agent shall be entitled to adjust the proportions of any of the foregoing amounts required to be paid by the L/C Participants to ensure that no L/C Participant’s Revolving Credit Exposure exceeds its Revolving Credit Commitment. (d) Whenever any the Letter of Credit Issuer receives a payment in respect of an unpaid reimbursement obligation as to which the Administrative Agent has received for the account of such the Letter of Credit Issuer any payments from the L/C Participants pursuant to paragraph (c) above, such the Letter of Credit Issuer shall pay to the Administrative Agent and the Administrative Agent shall promptly pay to each L/C Participant that has paid its applicable portion of such reimbursement obligation, in Dollars and in same day funds, an amount equal to such L/C Participant’s share (based upon the proportionate aggregate amount originally funded by such L/C Participant to the aggregate amount funded by all L/C Participants) of the principal amount of such reimbursement obligation and interest thereon accruing after the purchase of the respective L/C Participations. (e) The obligations of the L/C Participants to make payments to the Administrative Agent for the account of any the Letter of Credit Issuer with respect to Letters of Credit issued by it shall be irrevocable and not subject to counterclaim, set-off or other defense or any other qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including any of the following circumstances: (i) any lack of validity or enforceability of this Agreement; (ii) the existence of any claim, set-off, defense or other right that the Borrower may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, any the Letter of Credit Issuer, any Lender or other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the Borrower and the beneficiary named in any such Letter of Credit); (iii) any draft, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of this Agreement; or (v) the occurrence of any Default or Event of Default; provided that no L/C Participant shall be obligated to pay to the Administrative Agent for the account of any the Letter of Credit Issuer such L/C Participant’s Revolving Credit Commitment Percentage of any unreimbursed amount arising from any wrongful payment made by such the Letter of Credit Issuer under a Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such the Letter of Credit Issuer as determined by a final and non-appealable judgment of a court of competent jurisdiction.

Letter of Credit Participations. (a) Immediately upon the issuance by any the Letter of Credit Issuer of any Letter of Credit (and on the Closing Date, with respect to the Existing Letters of Credit), such the Letter of Credit Issuer shall be deemed to have sold and transferred to each other Lender that has a Revolving Credit Commitment (each such other Lender, in its capacity under this Section 3.3, an “L/C Participant”), and each such L/C Participant shall be deemed irrevocably and unconditionally to have purchased and received from such the Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation (each an “L/C Participation”), to the extent of such L/C Participant’s Revolving Credit Commitment Percentage from time to timePercentage, in such each Letter of Credit, each substitute letter of credittherefor, each drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto (although the Letter of Credit Fee will be paid directly to the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and the L/C Participants shall have no right to receive any portion of any Fronting Fees)thereto. (b) In determining whether to pay under any Letter of Credit, no the relevant Letter of Credit Issuer shall have any no obligation relative to the L/C Participants other than to confirm that (i) any documents required to be delivered under such Letter of Credit have been delivered delivered, (ii) the Letter of Credit Issuer has examined the documents with reasonable care and that they (iii) the documents appear to comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any the relevant Letter of Credit Issuer under or in connection with any Letter of Credit issued by it, unless if taken or omitted through its in the absence of gross negligence or willful misconduct as determined by a final and non-appealable judgment of a court of competent jurisdictionmisconduct, shall not create any resulting liability for such the Letter of Credit IssuerIssuer any resulting liability. (c) In the event that any the Letter of Credit Issuer makes any payment under any Letter of Credit issued by it and the Borrower shall not have repaid the such amount in full to such the respective Letter of Credit Issuer pursuant to Section 3.4(a), such the Letter of Credit Issuer shall promptly notify the Administrative Agent (who shall in turn promptly notify and each L/C Participant) Participant of the such failure, and each such L/C Participant shall promptly and unconditionally pay to the Administrative Agent, Agent for the account of such the Letter of Credit Issuer, the amount of the such L/C Participant’s Revolving Credit Commitment Percentage (determined as of the date of the notice referred to above) of the such unreimbursed payment in Dollars and in same day immediately available funds. If ; provided, however, that no L/C Participant shall be obligated to pay to the Administrative Agent for the account of the Letter of Credit Issuer its Commitment Percentage of such unreimbursed amount arising from any wrongful payment made by the Letter of Credit Issuer under any such Letter of Credit Issuer so notifies, prior to 11:00 a.m. (New York time) as a result of acts or omissions constituting willful misconduct or gross negligence on any Business Day, any L/C Participant required to fund a payment under a the part of the Letter of Credit, the Credit Issuer. Each L/C Participant shall make available to the Administrative Agent for the account of such the Letter of Credit Issuer the such L/C Participant’s Revolving Credit Commitment Percentage of the amount of the such payment no later than 1:00 p.m. (New York City time) on the first Business Day after the date notified by the Letter of Credit Issuer in same day immediately available funds. If and to the extent the such L/C Participant shall not have so made its Revolving Credit Commitment Percentage of the amount of the such payment available to the Administrative Agent for the account of such the Letter of Credit Issuer, the such L/C Participant agrees to pay to the Administrative Agent for the account of such the Letter of Credit Issuer, forthwith on demand, the such amount, together with interest thereon for each day from the such date until the date the such amount is paid to the Administrative Agent for the account of such the Letter of Credit Issuer at a rate per annum equal to the Federal Funds Effective RateOvernight Rate from time to time then in effect, plus any administrative, processing or similar fees customarily charged by the Letter of Credit Issuer in connection with the foregoing. The failure of any L/C Participant to make available to the Administrative Agent for the account of a the Letter of Credit Issuer the L/C Participant’s Revolving Credit its Commitment Percentage of any payment under any Letter of Credit shall not relieve any other L/C Participant of its obligation hereunder to make available to the Administrative Agent for the account of such the Letter of Credit Issuer the other L/C Participant’s Revolving Credit its Commitment Percentage of any payment under the such Letter of Credit on the date required, as specified above, but no L/C Participant shall be responsible for the failure of any other L/C Participant to make available to the Administrative Agent the such other L/C Participant’s Revolving Credit Commitment Percentage of the any such payment. Notwithstanding the foregoing, the Administrative Agent shall be entitled to adjust the proportions of any of the foregoing amounts required to be paid by the L/C Participants to ensure that no L/C Participant’s Revolving Credit Exposure exceeds its Revolving Credit Commitment. (d) Whenever any the Letter of Credit Issuer receives a payment in respect of an unpaid reimbursement obligation as to which the Administrative Agent has received for the account of such the Letter of Credit Issuer any payments from the L/C Participants pursuant to paragraph clause (c) above, such the Letter of Credit Issuer shall pay to the Administrative Agent and the Administrative Agent shall promptly pay to each L/C Participant that has paid its applicable portion Commitment Percentage of such reimbursement obligation, in Dollars and in same day immediately available funds, an amount equal to such L/C Participant’s share (based upon the proportionate aggregate amount originally funded by such L/C Participant to the aggregate amount funded by all L/C Participants) of the principal amount so paid in respect of such reimbursement obligation and interest thereon accruing after the purchase of the respective L/C ParticipationsParticipations at the Overnight Rate. (e) The obligations of the L/C Participants to make payments to the Administrative Agent for the account of any a Letter of Credit Issuer with respect to Letters of Credit issued by it shall be irrevocable and not subject to counterclaim, set-off or other defense or any other qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including under any of the following circumstances: (i) any lack of validity or enforceability of this AgreementAgreement or any of the other Credit Documents; (ii) the existence of any claim, set-off, defense or other right that the Borrower may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, any the Letter of Credit Issuer, any Lender or other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the Borrower and the beneficiary named in any such Letter of Credit); (iii) any draft, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of this Agreementany of the Credit Documents; or (v) the occurrence of any Default or Event of Default; provided provided, however, that no L/C Participant shall be obligated to pay to the Administrative Agent for the account of any the Letter of Credit Issuer such L/C Participant’s Revolving Credit its Commitment Percentage of any unreimbursed amount arising from any wrongful payment made by such the Letter of Credit Issuer under a Letter of Credit as a result of acts or omissions constituting willful misconduct misconduct, bad faith or gross negligence on the part of such the Letter of Credit Issuer as determined by a final and non-appealable judgment of a court of competent jurisdictionIssuer.

Letter of Credit Participations. (a) Immediately upon the issuance by any Letter of Credit Issuer of any Letter of Credit, such Letter of Credit Issuer shall be deemed to have sold and transferred to each other Lender that has a Revolving Credit Commitment (each such other Lender, in its capacity under this Section 3.3, an “L/C Participant”), and each such L/C Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation (each an “L/C Participation”), to the extent of such L/C Participant’s Revolving Credit Commitment Percentage from time to time, in such Letter of Credit, each substitute letter of credit, each drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto (although the Letter of Credit Fee will be paid directly to the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and the L/C Participants shall have no right to receive any portion of any Fronting Fees). (b) In determining whether to pay under any Letter of Credit, no Letter of Credit Issuer shall have any obligation relative to the L/C Participants other than to confirm that any documents required to be delivered under such Letter of Credit have been delivered and that they appear to comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any Letter of Credit Issuer under or in connection with any Letter of Credit issued by it, unless taken or omitted through its gross negligence or willful misconduct as determined by a final and non-appealable judgment of a court of competent jurisdiction, shall not create any resulting liability for such Letter of Credit Issuer. (c) In the event that any Letter of Credit Issuer makes any payment under any Letter of Credit issued by it and the Borrower shall not have repaid the amount in full to such Letter of Credit Issuer pursuant to Section 3.4(a), such Letter of Credit Issuer shall promptly notify the Administrative Agent (who shall in turn promptly notify each L/C Participant) of the failure, and each L/C Participant shall promptly and unconditionally pay to the Administrative Agent, for the account of such Letter of Credit Issuer, the amount of the L/C Participant’s Revolving Credit Commitment Percentage (determined as of the date of the notice referred to above) of the unreimbursed payment in Dollars and in same day funds. If such Letter of Credit Issuer so notifies, prior to 11:00 a.m. (New York time) on any Business Day, any L/C Participant required to fund a payment under a Letter of Credit, the L/C Participant shall make available to the Administrative Agent for the account of such Letter of Credit Issuer the L/C Participant’s Revolving Credit Commitment Percentage of the amount of the payment on the Business Day in same day funds. If and to the extent the L/C Participant shall not have so made its Revolving Credit Commitment Percentage of the amount of the payment available to the Administrative Agent for the account of such Letter of Credit Issuer, the L/C Participant agrees to pay to the Administrative Agent for the account of such Letter of Credit Issuer, forthwith on demand, the amount, together with interest thereon for each day from the date until the date the amount is paid to the Administrative Agent for the account of such Letter of Credit Issuer at the Federal Funds Effective Rate. The failure of any L/C Participant to make available to the Administrative Agent for the account of a Letter of Credit Issuer the L/C Participant’s Revolving Credit Commitment Percentage of any payment under any Letter of Credit shall not relieve any other L/C Participant of its obligation hereunder to make available to the Administrative Agent for the account of such Letter of Credit Issuer the other L/C Participant’s Revolving Credit Commitment Percentage of any payment under the Letter of Credit on the date required, as specified above, but no L/C Participant shall be responsible for the failure of any other L/C Participant to make available to the Administrative Agent the other L/C Participant’s Revolving Credit Commitment Percentage of the payment. Notwithstanding the foregoing, the Administrative Agent shall be entitled to adjust the proportions of any of the foregoing amounts required to be paid by the L/C Participants to ensure that no L/C Participant’s Revolving Credit Exposure exceeds its Revolving Credit Commitment. (d) Whenever any Letter of Credit Issuer receives a payment in respect of an unpaid reimbursement obligation as to which the Administrative Agent has received for the account of such Letter of Credit Issuer any payments from the L/C Participants pursuant to paragraph (c) above, such Letter of Credit Issuer shall pay to the Administrative Agent and the Administrative Agent shall promptly pay to each L/C Participant that has paid its applicable portion of such reimbursement obligation, in Dollars and in same day funds, an amount equal to such L/C Participant’s share (based upon the proportionate aggregate amount originally funded by such L/C Participant to the aggregate amount funded by all L/C Participants) of the principal amount of such reimbursement obligation and interest thereon accruing after the purchase of the respective L/C Participations. (e) The obligations of the L/C Participants to make payments to the Administrative Agent for the account of any Letter of Credit Issuer with respect to Letters of Credit issued by it shall be irrevocable and not subject to counterclaim, set-off or other defense or any other qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including any of the following circumstances: (i) any lack of validity or enforceability of this Agreement; (ii) the existence of any claim, set-off, defense or other right that the Borrower may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, any Letter of Credit Issuer, any Lender or other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the Borrower and the beneficiary named in any such Letter of Credit); (iii) any draft, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of this Agreement; or (v) the occurrence of any Default or Event of Default; provided that no L/C Participant shall be obligated to pay to the Administrative Agent for the account of any Letter of Credit Issuer such L/C Participant’s Revolving Credit Commitment Percentage of any unreimbursed amount arising from any wrongful payment made by such Letter of Credit Issuer under a Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Letter of Credit Issuer as determined by a final and non-appealable judgment of a court of competent jurisdiction.

Letter of Credit Participations. (a) Immediately upon the issuance by any the Letter of Credit Issuer of any Letter of Credit, such the Letter of Credit Issuer shall be deemed to have sold and transferred to each other Lender that has a Revolving Credit Commitment Lender (each such other Revolving Credit Lender, in its capacity under this Section 3.33.3(a), an a “L/C Letter of Credit Participant”), and each such L/C Letter of Credit Participant shall be deemed irrevocably and unconditionally to have purchased and received from such the Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation (each an each, a “L/C Letter of Credit Participation”), to the extent of such L/C Letter of Credit Participant’s Revolving Credit Commitment Percentage from time to timePercentage, in such Letter of Credit, each substitute letter of credit, each drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto (although the Letter of Credit Fee Fees will be paid directly to the Administrative Agent for the ratable account of the L/C Letter of Credit Participants as provided in Section 4.1(b4.1(c) and the L/C Letter of Credit Participants shall have no right to receive any portion of any Fronting Feesfees paid to the Administrative Agent for the account of any Letter of Credit Issuers in respect of each Letter of Credit issued hereunder). (b) In determining whether to pay under any Letter of Credit, no the Letter of Credit Issuer shall have any no obligation relative to the L/C Letter of Credit Participants other than to confirm that any documents required to be delivered under such Letter of Credit have been delivered and that they appear to comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any the Letter of Credit Issuer under or in connection with any Letter of Credit issued by it, unless if taken or omitted through its in the absence of gross negligence or willful misconduct as determined by a final and non-appealable judgment of a court of competent jurisdictionmisconduct, shall not create any resulting liability for such the Letter of Credit IssuerIssuer any resulting liability. (c) In Whenever the event that any Letter of Credit Issuer makes any payment under any Letter of Credit issued by it and the Borrower shall not have repaid the amount in full to such Letter of Credit Issuer pursuant to Section 3.4(a), such Letter of Credit Issuer shall promptly notify the Administrative Agent (who shall in turn promptly notify each L/C Participant) of the failure, and each L/C Participant shall promptly and unconditionally pay to the Administrative Agent, for the account of such Letter of Credit Issuer, the amount of the L/C Participant’s Revolving Credit Commitment Percentage (determined as of the date of the notice referred to above) of the unreimbursed payment in Dollars and in same day funds. If such Letter of Credit Issuer so notifies, prior to 11:00 a.m. (New York time) on any Business Day, any L/C Participant required to fund a payment under a Letter of Credit, the L/C Participant shall make available to the Administrative Agent for the account of such Letter of Credit Issuer the L/C Participant’s Revolving Credit Commitment Percentage of the amount of the payment on the Business Day in same day funds. If and to the extent the L/C Participant shall not have so made its Revolving Credit Commitment Percentage of the amount of the payment available to the Administrative Agent for the account of such Letter of Credit Issuer, the L/C Participant agrees to pay to the Administrative Agent for the account of such Letter of Credit Issuer, forthwith on demand, the amount, together with interest thereon for each day from the date until the date the amount is paid to the Administrative Agent for the account of such Letter of Credit Issuer at the Federal Funds Effective Rate. The failure of any L/C Participant to make available to the Administrative Agent for the account of a Letter of Credit Issuer the L/C Participant’s Revolving Credit Commitment Percentage of any payment under any Letter of Credit shall not relieve any other L/C Participant of its obligation hereunder to make available to the Administrative Agent for the account of such Letter of Credit Issuer the other L/C Participant’s Revolving Credit Commitment Percentage of any payment under the Letter of Credit on the date required, as specified above, but no L/C Participant shall be responsible for the failure of any other L/C Participant to make available to the Administrative Agent the other L/C Participant’s Revolving Credit Commitment Percentage of the payment. Notwithstanding the foregoing, the Administrative Agent shall be entitled to adjust the proportions of any of the foregoing amounts required to be paid by the L/C Participants to ensure that no L/C Participant’s Revolving Credit Exposure exceeds its Revolving Credit Commitment. (d) Whenever any Letter of Credit Issuer receives a payment in respect of an unpaid reimbursement obligation as to which the Administrative Agent has received for the account of such the Letter of Credit Issuer any payments from the L/C Participants pursuant to paragraph (c) aboveLetter of Credit Participants, such the Letter of Credit Issuer shall pay to the Administrative Agent and the Administrative Agent shall promptly pay to each L/C Letter of Credit Participant that has paid its applicable portion Revolving Credit Commitment Percentage of such reimbursement obligation, in Dollars and in same day immediately available funds, an amount equal to such L/C Letter of Credit Participant’s share (based upon the proportionate aggregate amount originally funded or deposited by such L/C Letter of Credit Participant to the aggregate amount funded or deposited by all L/C Letter of Credit Participants) of the principal amount of such reimbursement obligation and interest thereon accruing after the purchase of the respective L/C Letter of Credit Participations. (ed) The obligations of the L/C Letter of Credit Participants to purchase Letter of Credit Participations from the Letter of Credit Issuer and make payments to the Administrative Agent for the account of any the Letter of Credit Issuer with respect to Letters of Credit issued by it shall be irrevocable and not subject to counterclaim, set-off or other defense or any other qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including under any of the following circumstances: (i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other Credit Document; (ii) the existence of any claim, set-offcounterclaim, setoff, defense or other right that the Borrower or any Subsidiary may have at any time against a any beneficiary named in a Letter of Credit, or any transferee of any such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the Administrative Agent, any Letter of Credit Issuer, Issuer or any Lender or other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transactions (including any underlying transaction between the Borrower and the beneficiary named in any such Letter of Credit)transaction; (iii) any draft, demand, certificate or any other document presented under any such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit; (iv) honor of a demand for payment presented electronically even if such Letter of Credit requires that demand be in the form of a draft; (v) any payment made by the Letter of Credit Issuer in respect of an otherwise complying item presented after the date specified as the expiration date of, or the date by which documents must be received under such Letter of Credit if presentation after such date is authorized by the UCC, the ISP or the UCP, as applicable; (vi) any payment by the Letter of Credit Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the Letter of Credit Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; (vii) the surrender or impairment of any security for the performance or observance of any of the terms of this Agreementany of the Credit Documents; or (vviii) the occurrence of any Default or Event of Default; provided that no L/C Letter of Credit Participant shall be obligated to pay to the Administrative Agent for the account of any the Letter of Credit Issuer such L/C Participant’s its Revolving Credit Commitment Percentage of any unreimbursed amount arising from any wrongful payment made by such the Letter of Credit Issuer under a Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such the Letter of Credit Issuer as determined by a final and in the final, non-appealable judgment of a court of competent jurisdiction.

Letter of Credit Participations. (a) Immediately upon the issuance by any Letter of Credit Issuer an Issuing Lender of any Letter of Credit, such Letter of Credit Issuer Issuing Lender shall be deemed to have sold and transferred to each other Lender that has a Revolving Credit Commitment (Lender, and each such other Lender, Lender (in its capacity under this Section 3.33.04, an a “L/C Participant”), and each such L/C Participant ) shall be deemed irrevocably and unconditionally to have purchased and received from such Letter of Credit IssuerIssuing Lender, without recourse or warranty, an undivided interest and participation (each an “L/C Participation”)participation, to the extent of such L/C Participant’s Revolving Credit Commitment Percentage from time to timeRL Percentage, in such Letter of Credit, each substitute letter of credit, each drawing or payment made thereunder and the obligations of the Borrower Borrowers under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto (although thereto. Upon any change in the Letter Revolving Loan Commitments or RL Percentages of the Lenders pursuant to Section 2.13, 2.15 or 13.04(b), it is hereby agreed that, with respect to all outstanding Letters of Credit Fee will and Unpaid Drawings relating thereto, there shall be paid directly an automatic adjustment to the Administrative Agent for participations pursuant to this Section 3.04 to reflect the ratable account new RL Percentages of the L/C Participants assignor and assignee Lender, as provided in Section 4.1(b) and the L/C Participants shall have no right to receive any portion of any Fronting Fees)case may be. (b) In determining whether to pay under any Letter of Credit, no Letter of Credit Issuer Issuing Lender shall have any obligation relative to the L/C Participants other Lenders other than to confirm that any documents required to be delivered under such Letter of Credit appear to have been delivered and that they appear to substantially comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any Letter of Credit Issuer an Issuing Lender under or in connection with any Letter of Credit issued by itit shall not create for such Issuing Lender any resulting liability to any Borrower, any other Credit Party, any Lender or any other Person unless such action is taken or omitted through its to be taken with gross negligence or willful misconduct on the part of such Issuing Lender (as determined by a court of competent jurisdiction in a final and non-appealable judgment of a court of competent jurisdiction, shall not create any resulting liability for such Letter of Credit Issuerdecision). (c) In the event that any Letter of Credit Issuer an Issuing Lender makes any payment under any Letter of Credit issued by it and the Borrower Borrowers shall not have repaid the reimbursed such amount in full to such Letter of Credit Issuer Issuing Lender pursuant to Section 3.4(a3.05(a), such Letter of Credit Issuer Issuing Lender shall promptly notify the Administrative Agent (who Agent, which shall in turn promptly notify each L/C Participant) Participant of the such failure, and each L/C Participant shall promptly and unconditionally pay to the Administrative Agent, for the account of such Letter of Credit Issuer, Issuing Lender the amount of the L/C such Participant’s Revolving Credit Commitment RL Percentage (determined as of the date of the notice referred to above) of the such unreimbursed payment in Dollars and in same day funds. If such Letter of Credit Issuer the Administrative Agent so notifies, on or prior to 11:00 a.m. 12:00 Noon (New York City time) on any Business Day, any L/C Participant required to fund a payment under a Letter of Credit, the L/C such Participant shall make available to the Administrative Agent for the account of respective Issuing Lender in Dollars such Letter of Credit Issuer the L/C Participant’s Revolving Credit Commitment Percentage of the amount of the such payment on the such Business Day in same day funds; provided, that, if any such notice is given to any Participant after 12:00 Noon (New York City time) on such Business Day, such payment will be made available by such Participant to such Issuing Lender on the immediately succeeding Business Day. If and to the extent the L/C such Participant shall not have so made its Revolving Credit Commitment RL Percentage of the amount of the such payment available to the Administrative Agent for the account of respective Issuing Lender, such Letter of Credit Issuer, the L/C Participant agrees to pay to the Administrative Agent for the account of such Letter of Credit IssuerIssuing Lender, forthwith on demand, the demand such amount, together with interest thereon thereon, for each day from the such date until the date the such amount is paid to such Issuing Lender at the Administrative Agent overnight Federal Funds Rate for the account of such Letter of Credit Issuer first three days and at the Federal Funds Effective Rateinterest rate applicable to Loans that are maintained as Base Rate Loans for each day thereafter. The failure of any L/C Participant to make available to the Administrative Agent for the account of a Letter of Credit Issuer the L/C Participant’s Revolving Credit Commitment an Issuing Lender its RL Percentage of any payment under any Letter of Credit issued by such Issuing Lender shall not relieve any other L/C Participant of its obligation hereunder to make available to the Administrative Agent for the account of such Letter of Credit Issuer the other L/C Participant’s Revolving Credit Commitment Issuing Lender its RL Percentage of any payment under the any Letter of Credit on the date required, as specified above, but no L/C Participant shall be responsible for the failure of any other L/C Participant to make available to the Administrative Agent the such Issuing Lender such other L/C Participant’s Revolving Credit Commitment RL Percentage of the any such payment. Notwithstanding the foregoing, the Administrative Agent shall be entitled to adjust the proportions of any of the foregoing amounts required to be paid by the L/C Participants to ensure that no L/C Participant’s Revolving Credit Exposure exceeds its Revolving Credit Commitment. (d) Whenever any Letter of Credit Issuer an Issuing Lender receives a payment in respect of an unpaid a reimbursement obligation as to which the Administrative Agent it has received for the account of such Letter of Credit Issuer any payments from the L/C Participants pursuant to paragraph clause (c) above, such Letter of Credit Issuer Issuing Lender shall pay to the Administrative Agent and the Administrative Agent shall promptly pay to each L/C such Participant that which has paid its applicable portion of such reimbursement obligationRL Percentage thereof, in Dollars and in same day funds, an amount equal to such L/C Participant’s share (based upon the proportionate aggregate amount originally funded by such L/C Participant to the aggregate amount funded by all L/C Participants) of the principal amount of such reimbursement obligation and interest thereon accruing after the purchase of the respective L/C Participationsparticipations. (e) Upon the request of any Participant, each Issuing Lender shall furnish to such Participant copies of any standby Letter of Credit issued by it and such other documentation as may reasonably be requested by such Participant. (f) The obligations of the L/C Participants to make payments to the Administrative Agent for the account of any Letter of Credit Issuer each Issuing Lender with respect to Letters of Credit issued by it shall be irrevocable and not subject to counterclaim, set-off or other defense or any other qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including any of the following circumstances: : (i) any lack of validity or enforceability of this Agreement; Agreement or any of the other Credit Documents; (ii) the existence of any claim, set-offsetoff, defense or other right that the Borrower which any Credit Party or any of their respective Subsidiaries may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, any Letter of Credit IssuerParticipant, or any Lender or other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the Borrower any Credit Party or any Subsidiary of any Credit Party and the beneficiary named in any such Letter of Credit); ; (iii) any draft, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; ; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of this Agreementany of the Credit Documents; or or (v) the occurrence of any Default or Event of Default; provided that no L/C Participant shall be obligated to pay to the Administrative Agent for the account of any Letter of Credit Issuer such L/C Participant’s Revolving Credit Commitment Percentage of any unreimbursed amount arising from any wrongful payment made by such Letter of Credit Issuer under a Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Letter of Credit Issuer as determined by a final and non-appealable judgment of a court of competent jurisdiction.

Letter of Credit Participations. (a) Immediately upon the issuance by any the Letter of Credit Issuer of any Letter of Credit, such the Letter of Credit Issuer shall be deemed to have sold and transferred to each other Lender that has a Revolving Credit Commitment Lender (each such other Revolving Credit Lender, in its capacity under this Section 3.3, an “L/C Participant”), and each such L/C Participant shall be deemed irrevocably and unconditionally to have purchased and received from such the Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation (each an “L/C Participation”), to the extent of such L/C Participant’s Revolving Credit Commitment Percentage from time to time, in such each Letter of Credit, each substitute letter of credittherefor, each drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto (although thereto; provided that the Letter of Credit Fee Fees will be paid directly to the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and the L/C Participants shall have no right to receive any portion of any Fronting Fees). (b) In determining whether to pay under any Letter of Credit, no the Letter of Credit Issuer shall have any no obligation relative to the L/C Participants other than to confirm that any documents required to be delivered under such Letter of Credit have been delivered and that they appear to comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any the relevant Letter of Credit Issuer under or in connection with any Letter of Credit issued by it, unless if taken or omitted through its in the absence of gross negligence or willful misconduct as determined by a final and non-appealable judgment of a court of competent jurisdictionmisconduct, shall not create any resulting liability for such the Letter of Credit IssuerIssuer any resulting liability. (c) In the event that any the Letter of Credit Issuer makes any payment under any Letter of Credit issued by it and the Borrower shall not have repaid the such amount in full to such the respective Letter of Credit Issuer pursuant to Section 3.4(a), such the Letter of Credit Issuer shall promptly notify the Administrative Agent (who shall in turn promptly notify and each L/C Participant) Participant of the such failure, and each L/C Participant shall promptly and unconditionally pay to the Administrative Agent, Agent for the account of such the Letter of Credit Issuer, the amount of the such L/C Participant’s Revolving Credit Commitment Percentage (determined as of the date Dollar Equivalent of the notice referred to above) of the such unreimbursed payment in Dollars and in same day immediately available funds; provided, however, that no L/C Participant shall be obligated to pay to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of such unreimbursed amount arising from any wrongful payment made by the Letter of Credit Issuer under any such Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the Letter of Credit Issuer. If such the Letter of Credit Issuer so notifies, prior to 11:00 a.m. (New York City time) on any Business Day, any L/C Participant required to fund a payment under a Letter of Credit, the such L/C Participant shall make available to the Administrative Agent for the account of such the Letter of Credit Issuer the such L/C Participant’s Revolving Credit Commitment Percentage of the amount of the such payment no later than 1:00 p.m. (New York City time) on the such Business Day in same day Dollars and in immediately available funds. If and to the extent the such L/C Participant shall not have so made its Revolving Credit Commitment Percentage of the amount of the such payment available to the Administrative Agent for the account of such the Letter of Credit Issuer, the such L/C Participant agrees to pay to the Administrative Agent for the account of such the Letter of Credit Issuer, forthwith on demand, the such amount, together with interest thereon for each day from the such date until the date the such amount is paid to the Administrative Agent for the account of such the Letter of Credit Issuer at a rate per annum equal to the Federal Funds Effective RateOvernight Rate from time to time then in effect, plus any administrative, processing or similar fees customarily charged by the Letter of Credit Issuer in connection with the foregoing. The failure of any L/C Participant to make available to the Administrative Agent for the account of a the Letter of Credit Issuer the L/C Participant’s its Revolving Credit Commitment Percentage of any payment under any Letter of Credit shall not relieve any other L/C Participant of its obligation hereunder to make available to the Administrative Agent for the account of such the Letter of Credit Issuer the other L/C Participant’s its Revolving Credit Commitment Percentage of any payment under the such Letter of Credit on the date required, as specified above, but no L/C Participant shall be responsible for the failure of any other L/C Participant to make available to the Administrative Agent the such other L/C Participant’s Revolving Credit Commitment Percentage of the any such payment. Notwithstanding the foregoing, the Administrative Agent shall be entitled to adjust the proportions of any of the foregoing amounts required to be paid by the L/C Participants to ensure that no L/C Participant’s Revolving Credit Exposure exceeds its Revolving Credit Commitment. (d) Whenever any the Letter of Credit Issuer receives a payment in respect of an unpaid reimbursement obligation as to which the Administrative Agent has received for the account of such the Letter of Credit Issuer any payments from the L/C Participants pursuant to paragraph clause (c) above, such the Letter of Credit Issuer shall pay to the Administrative Agent and the Administrative Agent shall promptly pay to each L/C Participant that has paid its applicable portion Revolving Credit Commitment Percentage of such reimbursement obligation, in Dollars and in same day immediately available funds, an amount equal to such L/C Participant’s share (based upon the proportionate aggregate amount originally funded by such L/C Participant to the aggregate amount funded by all L/C Participants) of the principal Dollar Equivalent of the amount so paid in respect of such reimbursement obligation and interest thereon accruing after the purchase of the respective L/C ParticipationsParticipations at the Overnight Rate. (e) The obligations of the L/C Participants to make payments to the Administrative Agent for the account of any a Letter of Credit Issuer with respect to Letters of Credit issued by it shall be irrevocable and not subject to counterclaim, set-off or other defense or any other qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including under any of the following circumstances: (i) any lack of validity or enforceability of this AgreementAgreement or any of the other Credit Documents; (ii) the existence of any claim, set-off, defense or other right that the Borrower may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, any the Letter of Credit Issuer, any Lender or other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the Borrower and the beneficiary named in any such Letter of Credit); (iii) any draft, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of this Agreementany of the Credit Documents; or (v) the occurrence of any Default or Event of Default; provided provided, however, that no L/C Participant shall be obligated to pay to the Administrative Agent for the account of any the Letter of Credit Issuer such L/C Participant’s its Revolving Credit Commitment Percentage of any unreimbursed amount arising from any wrongful payment made by such the Letter of Credit Issuer under a any such Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such the Letter of Credit Issuer as determined by a final and non-appealable judgment of a court of competent jurisdictionIssuer.

Letter of Credit Participations. (a) Immediately upon the issuance by any Letter of Credit Issuer an Issuing Lender of any Letter of Credit, such Letter of Credit Issuer Issuing Lender shall be deemed to have sold and transferred to each other Revolving Lender that has a Revolving Credit Commitment (each such other Revolving Lender, in its capacity under this Section 3.33.04, an a “L/C Participant”), and each such L/C Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Letter of Credit IssuerIssuing Lender, without recourse or warranty, an undivided interest and participation (each an “L/C Participation”)participation, to the extent of such L/C Participant’s Revolving Credit Commitment RL Percentage from time to time, in such Letter of Credit, each substitute letter of credit, each drawing made thereunder and the obligations of the respective Revolving Borrower under this Agreement with respect thereto, in the respective Letter of Credit Fees (but not Fronting Fees) payable with respect thereto, and any security therefor or guaranty pertaining thereto (although thereto. Upon any change in the Letter Revolving Loan Commitments or RL Percentages of the Lenders pursuant to Section 2.13, 2.15, 2.17 or 12.04(b), it is hereby agreed that, with respect to all outstanding Letters of Credit Fee will and Unpaid Drawings, there shall be paid directly an automatic adjustment to the Administrative Agent for participations pursuant to this Section 3.04 to reflect the ratable account new RL Percentages of the L/C Participants assignor and assignee Lender, as provided in Section 4.1(b) and the L/C Participants shall have no right to receive any portion of any Fronting Fees)case may be. (b) In determining whether to pay under any Letter of Credit, no Letter of Credit Issuer Issuing Lender shall have any obligation relative to the L/C Participants therein other than to confirm that any documents required to be delivered under such Letter of Credit appear to have been delivered and that they appear to substantially comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any Letter of Credit Issuer an Issuing Lender under or in connection with any Letter of Credit issued by itit shall not create for an Issuing Lender any resulting liability to any Revolving Borrower, any other Credit Party, any Participant or any other Lender unless such action is taken or omitted through its to be taken with gross negligence or willful misconduct on the part of such Issuing Lender (as determined by a court of competent jurisdiction in a final and non-appealable judgment of a court of competent jurisdiction, shall not create any resulting liability for such Letter of Credit Issuerdecision). (c) In the event that any Letter of Credit Issuer Issuing Lender makes any payment under any Letter of Credit issued by it and the respective Revolving Borrower shall not have repaid the reimbursed such amount in full to such Letter of Credit Issuer Issuing Lender pursuant to Section 3.4(a3.05(a), such Letter of Credit Issuer Issuing Lender shall promptly notify the Administrative Agent (who Agent, which shall in turn promptly notify each L/C Participant) Participant of the such failure, and each L/C Participant shall promptly and unconditionally pay to the Administrative Agent, Agent for the account of such Letter of Credit Issuerthe respective Issuing Lender, the amount of the L/C such Participant’s Revolving Credit Commitment RL Percentage (determined as of the date of the notice referred to above) of the such unreimbursed payment in Dollars (or to the extent the respective Unpaid Drawing is, in accordance with Section 3.05(a), to be reimbursed by the respective Revolving Borrower in a Primary Alternate Currency, the respective Primary Alternate Currency) and in same day funds. If such Letter of Credit Issuer the Administrative Agent so notifies, prior to 11:00 a.m. A.M. (New York timeLocal Time) on any Business Day, any L/C Participant required to fund a payment under a Letter of Credit, the L/C such Participant shall make available to the Administrative Agent for the account of the respective Issuing Lender in Dollars (or to the extent the respective Unpaid Drawing is, in accordance with Section 3.05(a), to be reimbursed by the respective Revolving Borrower in a Primary Alternate Currency, the respective Primary Alternate Currency) such Letter of Credit Issuer the L/C Participant’s Revolving Credit Commitment RL Percentage of the amount of the such payment on the such Business Day in same day funds. If and to the extent the L/C such Participant shall not have so made its Revolving Credit Commitment RL Percentage of the amount of the such payment available to the Administrative Agent for the account of the respective Issuing Lender, such Letter of Credit Issuer, the L/C Participant agrees to pay to the Administrative Agent for the account of such Letter of Credit IssuerIssuing Lender, forthwith on demand, the demand such amount, together with interest thereon thereon, for each day from the such date until the date the such amount is paid to the Administrative Agent for the account of such Letter of Credit Issuer Issuing Lender at the overnight Federal Funds Effective RateRate (or, in the case of amounts owed in a Primary Alternate Currency, the Administrative Agent’s customary rate for interbank advances in the relevant Primary Alternate Currency) for the first three days and at the interest rate applicable to Revolving Loans maintained as Base Rate Loans for each day thereafter. The failure of any L/C Participant to make available to the Administrative Agent for the account of a Letter of Credit Issuer the L/C an Issuing Lender such Participant’s Revolving Credit Commitment RL Percentage of any payment under any Letter of Credit issued by such Issuing Lender shall not relieve any other L/C Participant of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Lender such Participant’s RL Percentage of any Letter of Credit Issuer the other L/C Participant’s Revolving Credit Commitment Percentage of any payment under the Letter of Credit issued by such Issuing Lender on the date required, as specified above, but no L/C Participant shall be responsible for the failure of any other L/C Participant to make available to the Administrative Agent for the account of such Issuing Lender such other L/C Participant’s Revolving Credit Commitment RL Percentage of the any such payment. Notwithstanding the foregoing, the Administrative Agent shall be entitled to adjust the proportions of any of the foregoing amounts required to be paid by the L/C Participants to ensure that no L/C Participant’s Revolving Credit Exposure exceeds its Revolving Credit Commitment. (d) Whenever any Letter of Credit Issuer an Issuing Lender receives a payment in respect of an unpaid a reimbursement obligation as to which the Administrative Agent has received for the account of such Letter of Credit Issuer Issuing Lender any payments from the L/C respective Participants pursuant to paragraph clause (c) above, such Letter of Credit Issuer Issuing Lender shall pay to the Administrative Agent and the Administrative Agent shall promptly pay to each L/C such Participant that which has paid its applicable portion of such reimbursement obligationRL Percentage thereof, in Dollars (or in the respective Alternate Currency in the case of payments to be made in such Currencies pursuant to Section 3.05(a)) and in same day funds, an amount equal to such L/C Participant’s share (based upon the proportionate aggregate amount originally funded by such L/C Participant to the aggregate amount funded by all L/C Participants) of the principal amount of such reimbursement obligation and interest thereon accruing after the purchase of the respective L/C Participationsparticipations. (e) Upon the request of any Participant, each Issuing Lender shall furnish to such Participant copies of any Letter of Credit issued by it and such other documentation as may reasonably be requested by such Participant. (f) The obligations of the L/C respective Participants to make payments to the Administrative Agent for the account of any Letter of Credit Issuer each Issuing Lender with respect to Letters of Credit issued by it shall be irrevocable and not subject to counterclaim, set-off or other defense or any other qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including including, without limitation, any of the following circumstances: (i) any lack of validity or enforceability of this AgreementAgreement or any of the other Credit Documents; (ii) the existence of any claim, set-off, defense or other right that the Borrower which any Revolving Borrower, any other Credit Party or any Subsidiary thereof may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, any Letter of Credit Issuersuch Issuing Lender, any Lender or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the Borrower any Revolving Borrower, any other Credit Party or any Subsidiary thereof and the beneficiary named in any such Letter of Credit); (iii) any draft, certificate or any other document presented under any the Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of this Agreementany of the Credit Documents; or (v) the occurrence of any Default or Event of Default; provided that no L/C Participant shall be obligated to pay to the Administrative Agent for the account of any Letter of Credit Issuer such L/C Participant’s Revolving Credit Commitment Percentage of any unreimbursed amount arising from any wrongful payment made by such Letter of Credit Issuer under a Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Letter of Credit Issuer as determined by a final and non-appealable judgment of a court of competent jurisdiction.

Letter of Credit Participations. (a) Immediately upon the issuance by any Letter of Credit Issuer an Issuing Lender of any Letter of Credit, such Letter of Credit Issuer Issuing Lender shall be deemed to have sold and transferred to each other Lender that has a Revolving Credit Commitment (Lender, and each such other Lender, Lender (in its capacity under this Section 3.33.04, each, an “L/C Participant”), and each such L/C Participant ) shall be deemed irrevocably and unconditionally to have purchased and received from such Letter of Credit IssuerIssuing Lender, without recourse or warranty, an undivided interest and participation (each an “L/C Participation”)participation, to the extent of such L/C Participant’s Revolving Credit Commitment Percentage from time to time, in such Letter of Credit, each substitute letter of credit, each drawing Drawing or payment made thereunder and the obligations of the Borrower respective Account Parties under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto (although the Letter of Credit Fee will Fees shall be paid payable directly to the Administrative Agent for the ratable account of the L/C Participants respective Lenders as provided in Section 4.1(b4.01(b) and the L/C Participants shall have no right to receive any portion of any Fronting FeesFacing Fees with respect to any such Letters of Credit), and any security therefor or guaranty pertaining thereto. Upon any change in the Commitments and, as a result thereof, the Percentages, of the respective Lenders pursuant to Section 2.18 or 13.04, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating thereto, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 to reflect the new Percentages of the respective Lenders. With respect to each Letter of Credit from time to time outstanding, the percentage participations therein of the various Lenders calculated as provided above in this Section 3.04(a) (including as provided in the proviso to the immediately preceding sentence) are herein called the “L/C Participation Percentages” of the various Lenders in such Letters of Credit. (b) In determining whether to pay under any Letter of Credit, no Letter of Credit Issuer Issuing Lender shall have any obligation relative to the L/C Participants other Lenders other than to confirm that any documents required to be delivered under such Letter of Credit appear to have been delivered and that they appear to substantially comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any Letter of Credit Issuer an Issuing Lender under or in connection with any Letter of Credit issued by itit shall not create for such Issuing Lender any resulting liability to the Account Parties, any other Credit Party, any Lender or any other Person unless such action is taken or omitted through its to be taken with bad faith, gross negligence negligence, or willful misconduct on the part of such Issuing Lender (as determined by a court of competent jurisdiction in a final and non-appealable judgment of a court of competent jurisdiction, shall not create any resulting liability for such Letter of Credit Issuerdecision). (c) In the event that any Letter of Credit Issuer an Issuing Lender makes any payment under any Letter of Credit issued by it and the Borrower respective Account Parties shall not have repaid the reimbursed such amount in full to such Letter of Credit Issuer Issuing Lender pursuant to Section 3.4(a3.05(a), such Letter of Credit Issuer Issuing Lender shall promptly notify the Administrative Agent (who Agent, which shall in turn promptly notify each relevant L/C Participant) Participant of the such failure, and each such L/C Participant shall promptly and unconditionally pay to the Administrative Agent, for the account of such Letter of Credit Issuer, Issuing Lender the amount of the such L/C Participant’s Revolving Credit Commitment L/C Participation Percentage (determined as of the date of the notice referred to above) of the such unreimbursed payment in Dollars and the relevant Available Currency in same day funds. If such Letter of Credit Issuer the Administrative Agent so notifies, prior to 11:00 a.m. 12:00 noon (New York time) on any Business Day, any L/C Participant required to fund a payment under a Letter of Credit, the such L/C Participant shall make available to the Administrative Agent for applicable Issuing Lender in the account of relevant Available Currency such Letter of Credit Issuer the L/C Participant’s Revolving Credit Commitment L/C Participation Percentage of the amount of the such payment on the such Business Day in same day funds. If and to the extent the such L/C Participant shall not have so made its Revolving Credit Commitment L/C Participation Percentage of the amount of the such payment available to the Administrative Agent for the account of applicable Issuing Lender, such Letter of Credit Issuer, the L/C Participant agrees to pay to the Administrative Agent for the account of such Letter of Credit IssuerIssuing Lender, forthwith on demand, the demand such amount, together with interest thereon thereon, for each day from the such date until the date the such amount is paid to such Issuing Lender at the Administrative Agent overnight Federal Funds Rate (or in the case of Canadian Letters of Credit, at the Bank of Canada overnight rate) for the account of such Letter of Credit Issuer first three (3) days and at the Federal Funds Effective Rateinterest rate applicable to Revolving Loans that are maintained as Base Rate Loans for each day thereafter (or in the case of Canadian Letters of Credit, at the Canadian Prime Rate or Bank of Canada’s overnight rate). The failure of any such L/C Participant to make available to the Administrative Agent for the account of a Letter of Credit Issuer the an Issuing Lender its L/C Participant’s Revolving Credit Commitment Participation Percentage of any payment under any Letter of Credit issued by such Issuing Lender shall not relieve any such other L/C Participant of its obligation hereunder to make available to the Administrative Agent for the account of such Letter of Credit Issuer the other Issuing Lender its L/C Participant’s Revolving Credit Commitment Participation Percentage of any payment under the any Letter of Credit on the date required, as specified above, but no such L/C Participant shall be responsible for the failure of any such other L/C Participant to make available to the Administrative Agent the such Issuing Lender such other L/C Participant’s Revolving Credit Commitment Percentage of the payment. Notwithstanding the foregoing, the Administrative Agent shall be entitled to adjust the proportions of any of the foregoing amounts required to be paid by the L/C Participants to ensure that no L/C Participant’s Revolving Credit Exposure exceeds its Revolving Credit CommitmentParticipation Percentage of any such payment. (d) Whenever any Letter of Credit Issuer an Issuing Lender receives a payment in respect of an unpaid a reimbursement obligation (or interest thereon) as to which the Administrative Agent it has received for the account of such Letter of Credit Issuer any payments from the respective L/C Participants pursuant to paragraph clause (c) above, such Letter of Credit Issuer Issuing Lender shall pay to the Administrative Agent and the Administrative Agent shall promptly pay to each such L/C Participant that which has paid its applicable portion of such reimbursement obligation, L/C Participation Percentage thereof in Dollars the relevant Available Currency and in same day funds, an amount (net of any interest owing to such Issuing Lender with respect to such reimbursement obligation) equal to such L/C Participant’s share (based upon the proportionate aggregate amount originally funded by such L/C Participant to the aggregate amount funded by all such L/C Participants) of the principal amount of such reimbursement obligation and interest thereon (accruing after the purchase funding of the respective L/C Participationsparticipations) so received by the Issuing Lender. (e) Upon the request of any L/C Participant, each Issuing Lender shall furnish to such L/C Participant copies of any standby Letter of Credit issued by it and such other documentation as may reasonably be requested by such L/C Participant. (f) The obligations of the L/C Participants to make payments to the Administrative Agent for the account of any Letter of Credit Issuer each Issuing Lender with respect to Letters of Credit issued by it shall be irrevocable and not subject to counterclaim, set-off or other defense or any other qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including including, without limitation, any of the following circumstances: (i) any lack of validity or enforceability of this AgreementAgreement or any of the other Credit Documents; (ii) the existence of any claim, set-offsetoff, defense or other right that the Borrower which Aleris or any of its Subsidiaries may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, any Letter of Credit IssuerL/C Participant, or any Lender or other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the Borrower Aleris or any Subsidiary of Aleris and the beneficiary named in any such Letter of Credit); (iii) any draft, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for for, the performance or observance of any of the terms of this Agreementany of the Credit Documents; or (v) the occurrence of any Default or Event of Default; provided that no L/C Participant shall be obligated to pay to the Administrative Agent for the account of any Letter of Credit Issuer such L/C Participant’s Revolving Credit Commitment Percentage of any unreimbursed amount arising from any wrongful payment made by such Letter of Credit Issuer under a Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Letter of Credit Issuer as determined by a final and non-appealable judgment of a court of competent jurisdiction.

Letter of Credit Participations. (a) Immediately upon the issuance by any the Letter of Credit Issuer of any Letter of Credit, such the Letter of Credit Issuer shall be deemed to have sold and transferred to each other Lender that has a Revolving Credit Commitment Lender (each such other Revolving Credit Lender, in its capacity under this Section 3.3, an “L/C Participant”), and each such L/C Participant shall be deemed irrevocably and unconditionally to have purchased and received from such the Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation (each an “L/C Participation”), to the extent of such L/C Participant’s Revolving Credit Commitment Percentage from time to time, in such each Letter of Credit, each substitute letter of credittherefor, each drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto (although thereto; provided that the Letter of Credit Fee Fees will be paid directly to the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and the L/C Participants shall have no right to receive any portion of any Fronting Fees). (b) In determining whether to pay under any Letter of Credit, no the relevant Letter of Credit Issuer shall have any no obligation relative to the L/C Participants other than to confirm that any documents required to be delivered under such Letter of Credit have been delivered and that they appear to comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any the relevant Letter of Credit Issuer under or in connection with any Letter of Credit issued by it, unless if taken or omitted through its in the absence of gross negligence or willful misconduct as determined by a in the final and non-appealable judgment of a court of competent jurisdiction, shall not create any resulting liability for such the Letter of Credit IssuerIssuer any resulting liability. (c) In the event that any the Letter of Credit Issuer makes any payment under any Letter of Credit issued by it and the Borrower shall not have repaid the such amount in full to such the respective Letter of Credit Issuer pursuant to Section 3.4(a), such the Letter of Credit Issuer shall promptly notify the Administrative Agent (who shall in turn promptly notify and each L/C Participant) Participant of the such failure, and each L/C Participant shall promptly and unconditionally pay to the Administrative Agent, Agent for the account of such the Letter of Credit Issuer, the amount of the such L/C Participant’s Revolving Credit Commitment Percentage (determined as of the date Dollar Equivalent of the notice referred to above) of the such unreimbursed payment in Dollars and in same day immediately available funds; provided, however, that no L/C Participant shall be obligated to pay to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of such unreimbursed amount arising from any wrongful payment made by the Letter of Credit Issuer under any such Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the Letter of Credit Issuer as determined in the final non-appealable judgment of a court of competent jurisdiction. If such the Letter of Credit Issuer so notifies, prior to 11:00 a.m. (New York City time) on any Business Day, any L/C Participant required to fund a payment under a Letter of Credit, the such L/C Participant shall make available to the Administrative Agent for the account of such the Letter of Credit Issuer the such L/C Participant’s Revolving Credit Commitment Percentage of the amount of the such payment no later than 1:00 p.m. (New York City time) on the such Business Day in same day Dollars and in immediately available funds. If and to the extent the such L/C Participant shall not have so made its Revolving Credit Commitment Percentage of the amount of the such payment available to the Administrative Agent for the account of such the Letter of Credit Issuer, the such L/C Participant agrees to pay to the Administrative Agent for the account of such the Letter of Credit Issuer, forthwith on demand, the such amount, together with interest thereon for each day from the such date until the date the such amount is paid to the Administrative Agent for the account of such the Letter of Credit Issuer at a rate per annum equal to the Federal Funds Effective RateOvernight Rate from time to time then in effect, plus any administrative, processing or similar fees that are reasonably and customarily charged by the Letter of Credit Issuer in connection with the foregoing. The failure of any L/C Participant to make available to the Administrative Agent for the account of a the Letter of Credit Issuer the L/C Participant’s its Revolving Credit Commitment Percentage of any payment under any Letter of Credit shall not relieve any other L/C Participant of its obligation hereunder to make available to the Administrative Agent for the account of such the Letter of Credit Issuer the other L/C Participant’s its Revolving Credit Commitment Percentage of any payment under the such Letter of Credit on the date required, as specified above, but no L/C Participant shall be responsible for the failure of any other L/C Participant to make available to the Administrative Agent the such other L/C Participant’s Revolving Credit Commitment Percentage of the any such payment. Notwithstanding the foregoing, the Administrative Agent shall be entitled to adjust the proportions of any of the foregoing amounts required to be paid by the L/C Participants to ensure that no L/C Participant’s Revolving Credit Exposure exceeds its Revolving Credit Commitment. (d) Whenever any the Letter of Credit Issuer receives a payment in respect of an unpaid reimbursement obligation as to which the Administrative Agent has received for the account of such the Letter of Credit Issuer any payments from the L/C Participants pursuant to paragraph clause (c) above, such the Letter of Credit Issuer shall pay to the Administrative Agent and the Administrative Agent shall promptly pay to each L/C Participant that has paid its applicable portion Revolving Credit Commitment Percentage of such reimbursement obligation, in Dollars and in same day immediately available funds, an amount equal to such L/C Participant’s share (based upon the proportionate aggregate amount originally funded by such L/C Participant to the aggregate amount funded by all L/C Participants) of the principal Dollar Equivalent of the amount so paid in respect of such reimbursement obligation and interest thereon accruing after the purchase of the respective L/C ParticipationsParticipations at the Overnight Rate. (e) The obligations of the L/C Participants to make payments to the Administrative Agent for the account of any a Letter of Credit Issuer with respect to Letters of Credit issued by it shall be irrevocable and not subject to counterclaim, set-off or other defense or any other qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including under any of the following circumstances: (i) any lack of validity or enforceability of this AgreementAgreement or any of the other Credit Documents; (ii) the existence of any claim, set-off, defense or other right that the Borrower may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, any the Letter of Credit Issuer, any Lender or other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the Borrower and the beneficiary named in any such Letter of Credit); (iii) any draft, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of this Agreementany of the Credit Documents; or (v) the occurrence of any Default or Event of Default; provided provided, however, that no L/C Participant shall be obligated to pay to the Administrative Agent for the account of any the Letter of Credit Issuer such L/C Participant’s its Revolving Credit Commitment Percentage of any unreimbursed amount arising from any wrongful payment made by such the Letter of Credit Issuer under a any such Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such the Letter of Credit Issuer Issuer, as determined by a in the final and non-appealable judgment of a court of competent jurisdiction.

Letter of Credit Participations. (a) Immediately upon the issuance by any the Letter of Credit Issuer of any Letter of Credit, such the Letter of Credit Issuer shall be deemed to have sold and transferred to each other Lender that has a Revolving Credit Commitment (each such other Lender, in its capacity under this Section 3.3, an “L/C Participant”), and each such L/C Participant shall be deemed irrevocably and unconditionally to have purchased and received from such the Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation (each an “L/C Participation”), to the extent of such L/C Participant’s Revolving Credit Commitment Applicable Percentage from time to time, in of such Letter of Credit, each substitute letter of credit, each drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto (although the Letter of Credit Fee Fees will be paid directly to the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and the L/C Participants shall have no right to receive any portion of any Fronting Fees). (b) In determining whether to pay under any Letter of Credit, no the Letter of Credit Issuer shall have any no obligation relative to the L/C Participants other than to confirm that any documents required to be delivered under such Letter of Credit have been delivered and that they appear to comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any the Letter of Credit Issuer under or in connection with any Letter of Credit issued by it, unless if taken or omitted through its in the absence of gross negligence or willful misconduct as determined by a final and non-appealable judgment of a court of competent jurisdictionmisconduct, shall not create any resulting liability for such the Letter of Credit IssuerIssuer any resulting liability. (c) In the event that any the Letter of Credit Issuer makes any payment under any Letter of Credit issued by it and the Borrower shall not have repaid the such amount in full to such the respective Letter of Credit Issuer pursuant to Section 3.4(a), such the Letter of Credit Issuer shall promptly notify the Administrative Agent (who shall in turn promptly notify and each L/C Participant) Participant of the such failure, and each L/C Participant shall promptly and unconditionally pay to the Administrative Agent, for the account of such the Letter of Credit Issuer, the amount of the such L/C Participant’s Revolving Credit Commitment Applicable Percentage (determined as of the date of the notice referred to above) of the such unreimbursed payment in Dollars and in same day immediately available funds; provided, however, that no L/C Participant shall be obligated to pay to the Administrative Agent for the account of the Letter of Credit Issuer its Applicable Percentage of such unreimbursed amount arising from any wrongful payment made by the Letter of Credit Issuer under a Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the Letter of Credit Issuer. If such the Letter of Credit Issuer so notifies, prior to 11:00 a.m. (New York time) on any Business Day, any L/C Participant required to fund a payment under a Letter of Credit, the such L/C Participant shall make available to the Administrative Agent for the account of such the Letter of Credit Issuer the such L/C Participant’s Revolving Credit Commitment Applicable Percentage of the amount of the such payment on the such Business Day in same day immediately available funds. If and to the extent the such L/C Participant shall not have so made its Revolving Credit Commitment Applicable Percentage of the amount of the such payment available to the Administrative Agent Agent, for the account of such the Letter of Credit Issuer, the such L/C Participant agrees to pay to the Administrative Agent Agent, for the account of such the Letter of Credit Issuer, forthwith on demand, the such amount, together with interest thereon for each day from the such date until the date the such amount is paid to the Administrative Agent Agent, for the account of such the Letter of Credit Issuer at a rate equal to the greater of (x) the Federal Funds Effective RateRate and (y) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. The failure of any L/C Participant to make available to the Administrative Agent Agent, for the account of a the Letter of Credit Issuer the L/C Participant’s Revolving Credit Commitment its Applicable Percentage of any payment under any Letter of Credit shall not relieve any other L/C Participant of its obligation hereunder to make available to the Administrative Agent Agent, for the account of such the Letter of Credit Issuer the other L/C Participant’s Revolving Credit Commitment its Applicable Percentage of any payment under the such Letter of Credit on the date required, as specified above, but but, except as provided Section 2.14, no L/C Participant shall be responsible for the failure of any other L/C Participant to make available to the Administrative Agent the such other L/C Participant’s Revolving Credit Commitment Applicable Percentage of the any such payment. Notwithstanding the foregoing, the Administrative Agent shall be entitled to adjust the proportions of any of the foregoing amounts required to be paid by the L/C Participants to ensure that no L/C Participant’s Revolving Credit Exposure exceeds its Revolving Credit Commitment. (d) Whenever any the Letter of Credit Issuer receives a payment in respect of an unpaid reimbursement obligation as to which the Administrative Agent has received for the account of such the Letter of Credit Issuer any payments from the L/C Participants pursuant to paragraph (c) above, such the Letter of Credit Issuer shall pay to the Administrative Agent and the Administrative Agent shall promptly pay to each L/C Participant that has paid its applicable portion Applicable Percentage of such reimbursement obligation, in Dollars and in same day immediately available funds, an amount equal to such L/C Participant’s share (based upon the proportionate aggregate amount originally funded by such L/C Participant to the aggregate amount funded by all L/C Participants) of the principal amount of such reimbursement obligation and interest thereon accruing after the purchase of the respective L/C Participations. (e) The obligations of the L/C Participants to make payments to the Administrative Agent for the account of any the Letter of Credit Issuer with respect to Letters of Credit issued by it shall be irrevocable and not subject to counterclaim, set-off or other defense or any other qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including under any of the following circumstances: (i) any lack of validity or enforceability of this AgreementAgreement or any of the other Credit Documents; (ii) the existence of any claim, set-off, defense or other right that the Borrower may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, any the Letter of Credit Issuer, any Lender or other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the Borrower and the beneficiary named in any such Letter of Credit); (iii) any draft, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of this Agreementany of the Credit Documents; or (v) the occurrence of any Default or Event of Default; provided provided, however, that no L/C Participant shall be obligated to pay to the Administrative Agent for the account of any the Letter of Credit Issuer such L/C Participant’s Revolving Credit Commitment its Applicable Percentage of any unreimbursed amount arising from any wrongful payment made by such the Letter of Credit Issuer under a Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such the Letter of Credit Issuer as determined by a final and non-appealable judgment of a court of competent jurisdictionIssuer.

Letter of Credit Participations. (a) Immediately upon the issuance by any Letter of Credit Issuer an Issuing Lender of any Letter of Credit, such Letter of Credit Issuer Issuing Lender shall be deemed to have sold and transferred to each other Lender that has a Revolving Credit Commitment (RL Lender, and each such other Lender, RL Lender (in its capacity under this Section 3.33.04, an a “L/C Participant”), and each such L/C Participant ) shall be deemed irrevocably and unconditionally to have purchased and received from such Letter of Credit IssuerIssuing Lender, without recourse or warranty, an undivided interest and participation (each an “L/C Participation”)participation, to the extent of such L/C Participant’s Revolving Credit Commitment Percentage from time to timeRL Percentage, in such Letter of Credit, each substitute letter of credit, each drawing or payment made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto (although thereto. Upon any change in the Letter Revolving Loan Commitments or RL Percentages of the Lenders pursuant to Section 2.13 or 14.04(b), it is hereby agreed that, with respect to all outstanding Letters of Credit Fee will and Unpaid Drawings relating thereto, there shall be paid directly an automatic adjustment to the Administrative Agent for participations pursuant to this Section 3.04 to reflect the ratable account new RL Percentages of the L/C Participants assignor and assignee Lender, as provided in Section 4.1(b) and the L/C Participants shall have no right to receive any portion of any Fronting Fees)case may be. (b) In determining whether to pay under any Letter of Credit, no Letter of Credit Issuer Issuing Lender shall have any obligation relative to the L/C Participants other Lenders other than to confirm that any documents required to be delivered under such Letter of Credit appear to have been delivered and that they appear to substantially comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any Letter of Credit Issuer an Issuing Lender under or in connection with any Letter of Credit issued by itit shall not create for such Issuing Lender any resulting liability to the Borrower, any other Credit Party, any Lender or any other Person unless such action is taken or omitted through its to be taken with gross negligence negligence, bad faith or willful misconduct on the part of such Issuing Lender (as determined by a court of competent jurisdiction in a final and non-appealable judgment of a court of competent jurisdiction, shall not create any resulting liability for such Letter of Credit Issuerdecision). (c) In the event that any Letter of Credit Issuer an Issuing Lender makes any payment under any Letter of Credit issued by it and the Borrower shall not have repaid the reimbursed such amount in full to such Letter of Credit Issuer Issuing Lender pursuant to Section 3.4(a3.05(a), such Letter of Credit Issuer Issuing Lender shall promptly notify the Administrative Agent (who Agent, which shall in turn promptly notify each L/C Participant) Participant of the such failure, and each L/C Participant shall promptly and unconditionally pay to the Administrative Agent, for the account of such Letter of Credit Issuer, Issuing Lender the amount of the L/C such Participant’s Revolving Credit Commitment RL Percentage (determined as of the date of the notice referred to above) of the such unreimbursed payment in Dollars and in same day funds. If such Letter of Credit Issuer the Administrative Agent so notifies, prior to 11:00 a.m. 12:00 Noon (New York City time) on any Business Day, any L/C Participant required to fund a payment under a Letter of Credit, the L/C such Participant shall make available to the Administrative Agent for the account of respective Issuing Lender in Dollars such Letter of Credit Issuer the L/C Participant’s Revolving Credit Commitment RL Percentage of the amount of the such payment on the such Business Day in same day funds. If and to the extent the L/C such Participant shall not have so made its Revolving Credit Commitment RL Percentage of the amount of the such payment available to the Administrative Agent for the account of respective Issuing Lender, such Letter of Credit Issuer, the L/C Participant agrees to pay to the Administrative Agent for the account of such Letter of Credit IssuerIssuing Lender, forthwith on demand, the demand such amount, together with interest thereon thereon, for each day from the such date until the date the such amount is paid to such Issuing Lender at the Administrative Agent overnight Federal Funds Rate for the account of such Letter of Credit Issuer first three days and at the Federal Funds Effective Rateinterest rate applicable to Revolving Loans that are maintained as Base Rate Loans for each day thereafter. The failure of any L/C Participant to make available to the Administrative Agent for the account of a Letter of Credit Issuer the L/C Participant’s Revolving Credit Commitment an Issuing Lender its RL Percentage of any payment under any Letter of Credit issued by such Issuing Lender shall not relieve any other L/C Participant of its obligation hereunder to make available to the Administrative Agent for the account of such Letter of Credit Issuer the other L/C Participant’s Revolving Credit Commitment Issuing Lender its RL Percentage of any payment under the any Letter of Credit on the date required, as specified above, but no L/C Participant shall be responsible for the failure of any other L/C Participant to make available to the Administrative Agent the such Issuing Lender such other L/C Participant’s Revolving Credit Commitment RL Percentage of the any such payment. Notwithstanding the foregoing, the Administrative Agent shall be entitled to adjust the proportions of any of the foregoing amounts required to be paid by the L/C Participants to ensure that no L/C Participant’s Revolving Credit Exposure exceeds its Revolving Credit Commitment. (d) Whenever any Letter of Credit Issuer an Issuing Lender receives a payment in respect of an unpaid a reimbursement obligation as to which the Administrative Agent it has received for the account of such Letter of Credit Issuer any payments from the L/C Participants pursuant to paragraph clause (c) above, such Letter of Credit Issuer Issuing Lender shall pay to the Administrative Agent and the Administrative Agent shall promptly pay to each L/C such Participant that which has paid its applicable portion of such reimbursement obligationRL Percentage thereof, in Dollars and in same day funds, an amount equal to such L/C Participant’s share (based upon the proportionate aggregate amount originally funded by such L/C Participant to the aggregate amount funded by all L/C Participants) of the principal amount of such reimbursement obligation and interest thereon accruing after the purchase of the respective L/C Participationsparticipations. (e) Upon the request of any Participant, each Issuing Lender shall furnish to such Participant copies of any standby Letter of Credit issued by it and such other documentation as may reasonably be requested by such Participant. (f) The obligations of the L/C Participants to make payments to the Administrative Agent for the account of any Letter of Credit Issuer each Issuing Lender with respect to Letters of Credit issued by it shall be irrevocable and not subject to counterclaim, set-off or other defense or any other qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including including, without limitation, any of the following circumstances: (i) any lack of validity or enforceability of this AgreementAgreement or any of the other Credit Documents; (ii) the existence of any claim, set-offsetoff, defense or other right that the Borrower which Holdings or any of its Subsidiaries may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, any Letter of Credit IssuerParticipant, or any Lender or other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the Borrower Holdings or any Subsidiary of Holdings and the beneficiary named in any such Letter of Credit); (iii) any draft, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of this Agreementany of the Credit Documents; or (v) the occurrence of any Default or Event of Default; provided that no L/C Participant shall be obligated to pay to the Administrative Agent for the account of any Letter of Credit Issuer such L/C Participant’s Revolving Credit Commitment Percentage of any unreimbursed amount arising from any wrongful payment made by such Letter of Credit Issuer under a Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Letter of Credit Issuer as determined by a final and non-appealable judgment of a court of competent jurisdiction.

Letter of Credit Participations. (a) Immediately upon the issuance by any the Letter of Credit Issuer of any Letter of Credit, such the Letter of Credit Issuer shall be deemed to have sold and transferred to each other Lender that has a Revolving Credit Commitment Lender (each such other Revolving Credit Lender, in its capacity under this Section 3.3, an “L/C Participant”), and each such L/C Participant shall be deemed irrevocably and unconditionally to have purchased and received from such the Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation (each an “L/C Participation”), to the extent of such L/C Participant’s Revolving Credit Commitment Percentage from time to time, in such each Letter of Credit, each substitute letter of credittherefor, each drawing made thereunder and the obligations of the Borrower Borrowers under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto (although thereto; provided that the Letter of Credit Fee Fees will be paid directly to the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and the L/C Participants shall have no right to receive any portion of any Fronting Fees). (b) In determining whether to pay under any Letter of Credit, no the relevant Letter of Credit Issuer shall have any no obligation relative to the L/C Participants other than to confirm that any documents required to be delivered under such Letter of Credit have been delivered and that they appear to comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any the relevant Letter of Credit Issuer under or in connection with any Letter of Credit issued by it, unless if taken or omitted through its in the absence of gross negligence or willful misconduct as determined by a in the final and non-appealable judgment of a court of competent jurisdiction, shall not create any resulting liability for such the Letter of Credit IssuerIssuer any resulting liability. (c) In the event that any the Letter of Credit Issuer makes any payment under any Letter of Credit issued by it and the applicable Borrower shall not have repaid the such amount in full to such the respective Letter of Credit Issuer through the Administrative Agent pursuant to Section 3.4(a), such Letter of Credit Issuer shall promptly notify the Administrative Agent (who shall in turn promptly notify each L/C Participant) Participant of the such failure, and each L/C Participant shall promptly and unconditionally pay to the Administrative Agent, Agent for the account of such the Letter of Credit Issuer, the amount of the L/C Participant’s Revolving Credit Commitment Percentage (determined as of the date of the notice referred to above) of the unreimbursed payment in Dollars and in same day funds. If such Letter of Credit Issuer so notifies, prior to 11:00 a.m. (New York time) on any Business Day, any L/C Participant required to fund a payment under a Letter of Credit, the L/C Participant shall make available to the Administrative Agent for the account of such Letter of Credit Issuer the L/C Participant’s Revolving Credit Commitment Percentage of the amount of the such unreimbursed payment on the Business Day in same day Dollars and in immediately available funds. If and to the extent the such L/C Participant shall not have so made its Revolving Credit Commitment Percentage of the amount of the such payment available to the Administrative Agent for the account of such the Letter of Credit Issuer, the such L/C Participant agrees to pay to the Administrative Agent for the account of such the Letter of Credit Issuer, forthwith on demand, the such amount, together with interest thereon for each day from the such date until the date the such amount is paid to the Administrative Agent for the account of such the Letter of Credit Issuer at a rate per annum equal to the Federal Funds Effective RateOvernight Rate from time to time then in effect, plus any administrative, processing or similar fees that are reasonably and customarily charged by the Letter of Credit Issuer in connection with the foregoing. The failure of any L/C Participant to make available to the Administrative Agent for the account of a the Letter of Credit Issuer the L/C Participant’s its Revolving Credit Commitment Percentage of any payment under any Letter of Credit shall not relieve any other L/C Participant of its obligation hereunder to make available to the Administrative Agent for the account of such the Letter of Credit Issuer the other L/C Participant’s its Revolving Credit Commitment Percentage of any payment under the such Letter of Credit on the date required, as specified above, but no L/C Participant shall be responsible for the failure of any other L/C Participant to make available to the Administrative Agent the such other L/C Participant’s Revolving Credit Commitment Percentage of the any such payment. Notwithstanding the foregoing, the Administrative Agent shall be entitled to adjust the proportions of any of the foregoing amounts required to be paid by the L/C Participants to ensure that no L/C Participant’s Revolving Credit Exposure exceeds its Revolving Credit Commitment. (d) Whenever any Letter of Credit Issuer the Administrative Agent receives a payment in respect of an unpaid reimbursement obligation as to which the Administrative Agent has received for the account of such the Letter of Credit Issuer any payments from the L/C Participants pursuant to paragraph clause (c) above, such Letter of Credit Issuer shall pay to the Administrative Agent and the Administrative Agent shall promptly pay to each L/C Participant that has paid its applicable portion Revolving Credit Commitment Percentage of such reimbursement obligation, in Dollars and in same day immediately available funds, an amount equal to such L/C Participant’s share (based upon the proportionate aggregate amount originally funded by such L/C Participant to the aggregate amount funded by all L/C Participants) of the principal amount so paid in respect of such reimbursement obligation and interest thereon accruing after the purchase of the respective L/C ParticipationsParticipations at the Overnight Rate. (e) The obligations of the L/C Participants to make payments to the Administrative Agent for the account of any the Letter of Credit Issuer with respect to Letters of Credit issued by it shall be irrevocable and not subject to counterclaim, set-off or other defense or any other qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including . (f) If any payment received by the Administrative Agent for the account of the Letter of Credit Issuer pursuant to Section 3.3(c) is required to be returned under any of the following circumstances: circumstances described in Section 13.20 (i) including pursuant to any lack of validity or enforceability of this Agreement; (ii) settlement entered into by the existence of any claim, set-off, defense or other right that the Borrower may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be actingIssuer in its discretion), the Administrative Agent, any Letter of Credit Issuer, any each Lender or other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the Borrower and the beneficiary named in any such Letter of Credit); (iii) any draft, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of this Agreement; or (v) the occurrence of any Default or Event of Default; provided that no L/C Participant shall be obligated to pay to the Administrative Agent for the account of any the Letter of Credit Issuer such L/C Participant’s its Revolving Credit Commitment Percentage thereof on demand of any unreimbursed the Administrative Agent, plus interest thereon from the date of such demand to the date such amount arising from any wrongful payment made is returned by such Letter Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations of Credit Issuer the Lenders under a Letter this clause shall survive the payment in full of Credit as a result the Obligations and the termination of acts or omissions constituting willful misconduct or gross negligence on the part of such Letter of Credit Issuer as determined by a final and non-appealable judgment of a court of competent jurisdictionthis Agreement.

Letter of Credit Participations. (a) Immediately upon the issuance by any the Letter of Credit Issuer of any Letter of Credit, such the Letter of Credit Issuer shall be deemed to have sold and transferred to each other New Revolving Lender that has a Revolving Credit Commitment (each such other New Revolving Lender, in its capacity under this Section 3.3, an “L/C Participant”), and each such L/C Participant shall be deemed irrevocably and unconditionally to have purchased and received from such the Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation (each an “L/C Participation”), to the extent of such L/C Participant’s New Revolving Credit Commitment Percentage from time to timePercentage, in such each Letter of Credit, each substitute letter of credittherefor, each drawing made thereunder and the obligations of the Borrower Borrowers under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto (although thereto; provided that the Letter of Credit Fee Fees will be paid directly to the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and the L/C Participants shall have no right to receive any portion of any Fronting Fees). (b) In determining whether to pay under any Letter of Credit, no the relevant Letter of Credit Issuer shall have any no obligation relative to the L/C Participants other than to confirm that any documents required to be delivered under such Letter of Credit have been delivered and that they appear to comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any the relevant Letter of Credit Issuer under or in connection with any Letter of Credit issued by it, unless if taken or omitted through its in the absence of gross negligence or willful misconduct as determined by a final and non-appealable judgment of a court of competent jurisdictionmisconduct, shall not create any resulting liability for such the Letter of Credit IssuerIssuer any resulting liability. (c) In the event that any the Letter of Credit Issuer makes any payment under any Letter of Credit issued by it and the Borrower Borrowers shall not have repaid the such amount in full to such the respective Letter of Credit Issuer pursuant to Section 3.4(a), such the Letter of Credit Issuer shall promptly notify the Administrative Agent (who shall in turn promptly notify and each L/C Participant) Participant of the such failure, and each such L/C Participant shall promptly and unconditionally pay to the Administrative Agent, Agent for the account of such the Letter of Credit Issuer, the amount of the such L/C Participant’s New Revolving Credit Commitment Percentage (determined as of the date of the notice referred to above) of the such unreimbursed payment in Dollars and in same day immediately available funds; provided, however, that no L/C Participant shall be obligated to pay to the Administrative Agent for the account of the Letter of Credit Issuer its New Revolving Credit Commitment Percentage of such unreimbursed amount arising from any wrongful payment made by the Letter of Credit Issuer under any such Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the Letter of Credit Issuer. If such the Letter of Credit Issuer so notifies, prior to 11:00 a.m. (New York City time) on any Business Day, any L/C Participant required to fund a payment under a Letter of Credit, the such L/C Participant shall make available to the Administrative Agent for the account of such the Letter of Credit Issuer the such L/C Participant’s New Revolving Credit Commitment Percentage of the amount of the such payment no later than 1:00 p.m. (New York City time) on the such Business Day in same day immediately available funds. If and to the extent the such L/C Participant shall not have so made its New Revolving Credit Commitment Percentage of the amount of the such payment available to the Administrative Agent for the account of such the Letter of Credit Issuer, the such L/C Participant agrees to pay to the Administrative Agent for the account of such the Letter of Credit Issuer, forthwith on demand, the such amount, together with interest thereon for each day from the such date until the date the such amount is paid to the Administrative Agent for the account of such the Letter of Credit Issuer at a rate per annum equal to the Federal Funds Effective RateOvernight Rate from time to time then in effect, plus any administrative, processing or similar fees customarily charged by the Letter of Credit Issuer in connection with the foregoing. The failure of any L/C Participant to make available to the Administrative Agent for the account of a the Letter of Credit Issuer the L/C Participant’s its New Revolving Credit Commitment Percentage of any payment under any Letter of Credit shall not relieve any other L/C Participant of its obligation hereunder to make available to the Administrative Agent for the account of such the Letter of Credit Issuer the other L/C Participant’s its New Revolving Credit Commitment Percentage of any payment under the such Letter of Credit on the date required, as specified above, but no L/C Participant shall be responsible for the failure of any other L/C Participant to make available to the Administrative Agent the such other L/C Participant’s New Revolving Credit Commitment Percentage of the any such payment. Notwithstanding the foregoing, the Administrative Agent shall be entitled to adjust the proportions of any of the foregoing amounts required to be paid by the L/C Participants to ensure that no L/C Participant’s Revolving Credit Exposure exceeds its Revolving Credit Commitment. (d) Whenever any the Letter of Credit Issuer receives a payment in respect of an unpaid reimbursement obligation as to which the Administrative Agent has received for the account of such the Letter of Credit Issuer any payments from the L/C Participants pursuant to paragraph clause (c) above, such the Letter of Credit Issuer shall pay to the Administrative Agent and the Administrative Agent shall promptly pay to each L/C Participant that has paid its applicable portion New Revolving Credit Commitment Percentage of such reimbursement obligation, in Dollars and in same day immediately available funds, an amount equal to such L/C Participant’s share (based upon the proportionate aggregate amount originally funded by such L/C Participant to the aggregate amount funded by all L/C Participants) of the principal amount so paid in respect of such reimbursement obligation and interest thereon accruing after the purchase of the respective L/C ParticipationsParticipations at the Overnight Rate. (e) The obligations of the L/C Participants to make payments to the Administrative Agent for the account of any a Letter of Credit Issuer with respect to Letters of Credit issued by it shall be irrevocable and not subject to counterclaim, set-off or other defense or any other qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including under any of the following circumstances: (i) any lack of validity or enforceability of this AgreementAgreement or any of the other Credit Documents; (ii) the existence of any claim, set-off, defense or other right that the a Borrower may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, any the Letter of Credit Issuer, any Lender or other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the a Borrower and the beneficiary named in any such Letter of Credit); (iii) any draft, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of this Agreementany of the Credit Documents; or (v) the occurrence of any Default or Event of Default; provided provided, however, that no L/C Participant shall be obligated to pay to the Administrative Agent for the account of any the Letter of Credit Issuer such L/C Participant’s its New Revolving Credit Commitment Percentage of any unreimbursed amount arising from any wrongful payment made by such the Letter of Credit Issuer under a Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such the Letter of Credit Issuer as determined by a final and non-appealable judgment of a court of competent jurisdictionIssuer.

Letter of Credit Participations. (a) Immediately upon the issuance by any Letter of Credit Issuer an Issuing Lender of any Letter of Credit, such Letter of Credit Issuer Issuing Lender shall be deemed to have sold and transferred to each Lender, other than such Issuing Lender that has a Revolving Credit Commitment (each such other Lender, in its capacity under this Section 3.32.04, an “L/C a "Participant”"), and each such L/C Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Letter of Credit IssuerIssuing Lender, without recourse or warranty, an undivided interest and participation (each an “L/C Participation”)participation, to the extent of such L/C Participant’s Revolving Credit Commitment Percentage from time to time's Percentage, in such Letter of Credit, each substitute letter of credit, Credit and each drawing or payment made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto (although thereto. Upon any change in the Letter Commitments or Percentages of the Lenders pursuant to Section 1.13 or 13.04, it is hereby agreed that, with respect to all outstanding Letters of Credit Fee will and Unpaid Drawings relating thereto, there shall be paid directly an automatic adjustment to the Administrative Agent for participations pursuant to this Section 2.04 to reflect the ratable account new Percentages of the L/C Participants assignor and assignee Lender or of all Lenders, as provided in Section 4.1(b) and the L/C Participants shall have no right to receive any portion of any Fronting Fees)case may be. (b) In determining whether to pay under any Letter of Credit, no Letter of Credit Issuer Issuing Lender shall have any obligation relative to the L/C Participants other Lenders other than to confirm that any documents required to be delivered under such Letter of Credit appear to have been delivered and that they appear to substantially comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any Letter of Credit Issuer an Issuing Lender under or in connection with any Letter of Credit issued by it, unless if taken or omitted through its in the absence of gross negligence or willful misconduct misconduct, as determined by a court of competent jurisdiction in a final and non-appealable judgment of a court of competent jurisdictionproceeding, shall not create for such Issuing Lender any resulting liability for such Letter of Credit Issuerto the Borrower or any Lender. (c) In the event that any Letter of Credit Issuer Issuing Lender makes any payment under any Letter of Credit issued by it and the Borrower shall not have repaid the reimbursed such amount in full to such Letter of Credit Issuer Issuing Lender pursuant to Section 3.4(a2.05(a), such Letter of Credit Issuer Issuing Lender shall promptly notify the Administrative Agent (who Agent, which shall in turn promptly notify each L/C Participant) Participant of the such failure, and each L/C Participant shall promptly and unconditionally pay to the Administrative Agent, for the account of such Letter of Credit Issuer, Issuing Lender the amount of the L/C such Participant’s Revolving Credit Commitment 's Percentage (determined as of the date of the notice referred to above) of the such unreimbursed payment in Dollars and in same day funds. If such Letter of Credit Issuer the Administrative Agent so notifies, on or prior to 11:00 a.m. A.M. (New York time) on any Business Day, any L/C Participant required to fund a payment under a Letter of Credit, the L/C such Participant shall make available to the Administrative Agent for the account of respective Issuing Lender in Dollars such Letter of Credit Issuer the L/C Participant’s Revolving Credit Commitment 's Percentage of the amount of the such payment on the such Business Day in same day funds. If and to the extent the L/C such Participant shall not have so made its Revolving Credit Commitment Percentage of the amount of the such payment available to the Administrative Agent for the account of respective Issuing Lender, such Letter of Credit Issuer, the L/C Participant agrees to pay to the Administrative Agent for the account of such Letter of Credit IssuerIssuing Lender, forthwith on demand, the such amount, together with interest thereon thereon, for each day from the such date until the date the such amount is paid to such Issuing Lender at the Administrative Agent overnight Federal Funds Rate for the account of such Letter of Credit Issuer first three days and at the Federal Funds Effective Rateinterest rate applicable to Base Rate Loans for each day thereafter. The failure of any L/C Participant to make available to the Administrative Agent for the account of a Letter of Credit Issuer the L/C Participant’s Revolving Credit Commitment an Issuing Lender its Percentage of any payment under any Letter of Credit issued by such Issuing Lender shall not relieve any other L/C Participant of its obligation hereunder to make available to the Administrative Agent for the account of such Letter of Credit Issuer the other L/C Participant’s Revolving Credit Commitment Issuing Lender its Percentage of any payment under the with respect to any Letter of Credit on the date required, as specified above, but no L/C Participant shall be responsible for the failure of any other L/C Participant to make available to the Administrative Agent the such Issuing Lender such other L/C Participant’s Revolving Credit Commitment 's Percentage of the any such payment. Notwithstanding the foregoing, the Administrative Agent shall be entitled to adjust the proportions of any of the foregoing amounts required to be paid by the L/C Participants to ensure that no L/C Participant’s Revolving Credit Exposure exceeds its Revolving Credit Commitment. (d) Whenever any Letter of Credit Issuer an Issuing Lender receives a payment in respect of an unpaid a reimbursement obligation as to which the Administrative Agent it has received for the account of such Letter of Credit Issuer any payments from the L/C Participants pursuant to paragraph clause (c) above, such Letter of Credit Issuer Issuing Lender shall pay to the Administrative Agent and the Administrative Agent shall promptly pay to each L/C such Participant that which has paid its applicable portion of such reimbursement obligationPercentage thereof, in Dollars and in same day funds, an amount equal to such L/C Participant’s 's share (based upon the proportionate aggregate amount originally funded by such L/C Participant to the aggregate amount funded by all L/C Participants) of the principal amount of such reimbursement obligation and interest thereon accruing after the purchase of the respective L/C Participationsparticipations. (e) Upon the request of any Participant, each Issuing Lender shall furnish to such Participant copies of any standby Letter of Credit or modifications or amendments thereto issued by it and such other documentation as may reasonably be requested by such Participant. (f) The obligations of the L/C Participants to make payments to the Administrative Agent for the account of any Letter of Credit Issuer each Issuing Lender with respect to Letters of Credit issued by it thereunder shall be irrevocable and not subject to counterclaim, set-off or other defense or any other qualification or exception whatsoever (the respective Issuing Lender's only obligation being to confirm that any documents required to be delivered under such Letter of Credit have been delivered and that they substantially comply on their face with the requirements of such Letter of Credit) and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including including, without limitation, any of the following circumstances: (i) any lack of validity or enforceability of this AgreementAgreement or any of the other Credit Documents; (ii) the existence of any claim, set-offsetoff, defense or other right that which the Borrower or any of its Subsidiaries may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, any Letter of Credit IssuerParticipant, or any Lender or other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the Borrower or any Subsidiary of the Borrower and the beneficiary named in any such Letter of Credit); (iii) any draft, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of this Agreementany of the Credit Documents; or (v) the occurrence of any Default or Event of Default; provided that no L/C Participant shall be obligated to pay to the Administrative Agent for the account of any Letter of Credit Issuer such L/C Participant’s Revolving Credit Commitment Percentage of any unreimbursed amount arising from any wrongful payment made by such Letter of Credit Issuer under a Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Letter of Credit Issuer as determined by a final and non-appealable judgment of a court of competent jurisdiction.

Letter of Credit Participations. (a) Immediately upon the issuance by any Letter of Credit Issuer an Issuing Lender of any Letter of Credit, such Letter of Credit Issuer Issuing Lender shall be deemed to have sold and transferred to each other Lender that has a Revolving Credit Commitment (Lender, and each such other Lender, Revolving Lender (in its capacity under this Section 3.33.4, an a “L/C Participant”), and each such L/C Participant ) shall be deemed irrevocably and unconditionally to have purchased and received from such Letter of Credit IssuerIssuing Lender, without recourse or warranty, an undivided interest and participation (each an “L/C Participation”)participation, to the extent of such L/C Participant’s Revolving Credit Commitment Percentage from time to timeRL Percentage, in such Letter of Credit, each substitute letter of credit, each drawing or payment made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto (although thereto. Upon any change in the Letter Revolving Loan Commitments or RL Percentages of the Lenders pursuant to Section 2.14 or 13.4, it is hereby agreed that, with respect to all outstanding Letters of Credit Fee will and Unpaid Drawings relating thereto, there shall be paid directly an automatic adjustment to the Administrative Agent for participations pursuant to this Section 3.4 to reflect the ratable account new RL Percentages of the L/C Participants assignor and assignee Lender, as provided in Section 4.1(b) and the L/C Participants shall have no right to receive any portion of any Fronting Fees)case may be. (b) In determining whether to pay under any Letter of Credit, no Letter of Credit Issuer Issuing Lender shall have any obligation relative to the L/C Participants other Lenders other than to confirm that any documents required to be delivered under such Letter of Credit appear to have been delivered and that they appear to substantially comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any Letter of Credit Issuer an Issuing Lender under or in connection with any Letter of Credit issued by itit shall not create for such Issuing Lender any resulting liability to the Borrower, any other Loan Party, any Lender or any other Person unless such action is taken or omitted through its to be taken with gross negligence or willful misconduct on the part of such Issuing Lender (as determined by a court of competent jurisdiction in a final and non-appealable judgment of a court of competent jurisdiction, shall not create any resulting liability for such Letter of Credit Issuerdecision). (c) In the event that any Letter of Credit Issuer an Issuing Lender makes any payment under any Letter of Credit issued by it and the Borrower shall not have repaid the reimbursed such amount in full to such Letter of Credit Issuer Issuing Lender pursuant to Section 3.4(a3.5(a), such Letter of Credit Issuer Issuing Lender shall promptly notify the Administrative Agent (who Agent, which shall in turn promptly notify each L/C Participant) Participant of the such failure, and each L/C Participant shall promptly and unconditionally pay to the Administrative Agent, for the account of such Letter of Credit Issuer, Issuing Lender the amount of the L/C such Participant’s Revolving Credit Commitment RL Percentage (determined as of the date of the notice referred to above) of the such unreimbursed payment in Dollars (or, in respect of Letters of Credit denominated in an Alternate Currency, such Alternate Currency) and in same day funds. If such Letter of Credit Issuer the Administrative Agent so notifies, prior to 11:00 a.m. 12:00 Noon (New York City time) on any Business Day, any L/C Participant required to fund a payment under a Letter of Credit, the L/C such Participant shall make available to the Administrative Agent for the account respective Issuing Lender in Dollars (or, in respect of such Letter Letters of Credit Issuer the L/C denominated in an Alternate Currency, such Alternate Currency) such Participant’s Revolving Credit Commitment RL Percentage of the amount of the such payment on the such Business Day in same day funds. If and to the extent the L/C such Participant shall not have so made its Revolving Credit Commitment RL Percentage of the amount of the such payment available to the Administrative Agent for the account of respective Issuing Lender, such Letter of Credit Issuer, the L/C Participant agrees to pay to the Administrative Agent for the account of such Letter of Credit IssuerIssuing Lender, forthwith on demand, the demand such amount, together with interest thereon thereon, for each day from the such date until the date the such amount is paid to such Issuing Lender at the Administrative Agent overnight Federal Funds Rate for the account of such Letter of Credit Issuer first three (3) days and at the Federal Funds Effective Rateinterest rate applicable to Revolving Loans that are maintained as Base Rate Loans for each day thereafter. The failure of any L/C Participant to make available to the Administrative Agent for the account of a Letter of Credit Issuer the L/C Participant’s Revolving Credit Commitment an Issuing Lender its RL Percentage of any payment under any Letter of Credit issued by such Issuing Lender shall not relieve any other L/C Participant of its obligation hereunder to make available to the Administrative Agent for the account of such Letter of Credit Issuer the other L/C Participant’s Revolving Credit Commitment Issuing Lender its RL Percentage of any payment under the any Letter of Credit on the date required, as specified above, but no L/C Participant shall be responsible for the failure of any other L/C Participant to make available to the Administrative Agent the such Issuing Lender such other L/C Participant’s Revolving Credit Commitment RL Percentage of the any such payment. Notwithstanding the foregoing, the Administrative Agent shall be entitled to adjust the proportions of any of the foregoing amounts required to be paid by the L/C Participants to ensure that no L/C Participant’s Revolving Credit Exposure exceeds its Revolving Credit Commitment. (d) Whenever any Letter of Credit Issuer an Issuing Lender receives a payment in respect of an unpaid a reimbursement obligation as to which the Administrative Agent it has received for the account of such Letter of Credit Issuer any payments from the L/C Participants pursuant to paragraph clause (c) above, such Letter of Credit Issuer Issuing Lender shall pay to the Administrative Agent and the Administrative Agent shall promptly pay to each L/C such Participant that which has paid its applicable portion of such reimbursement obligationRL Percentage thereof, in Dollars (or, in respect of Letters of Credit denominated in an Alternate Currency, such Alternate Currency) and in same day funds, an amount equal to such L/C Participant’s share (based upon the proportionate aggregate amount originally funded by such L/C Participant to the aggregate amount funded by all L/C Participants) of the principal amount of such reimbursement obligation and interest thereon accruing after the purchase of the respective L/C Participationsparticipations. (e) Upon the request of any Participant, each Issuing Lender shall furnish to such Participant copies of any standby Letter of Credit issued by it and such other documentation as may reasonably be requested by such Participant. (f) The obligations of the L/C Participants to make payments to the Administrative Agent for the account of any Letter of Credit Issuer each Issuing Lender with respect to Letters of Credit issued by it shall be irrevocable and not subject to counterclaim, set-off or other defense or any other qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including including, without limitation, any of the following circumstances: (iA) any lack of validity or enforceability of this AgreementAgreement or any of the other Loan Documents; (iiB) the existence of any claim, set-offsetoff, defense or other right that the Borrower which Holdings or any of its Subsidiaries may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, any Letter of Credit IssuerParticipant, or any Lender or other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the Borrower Holdings or any Subsidiary of Holdings and the beneficiary named in any such Letter of Credit); (iiiC) any draft, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (ivD) the surrender or impairment of any security for the performance or observance of any of the terms of this Agreementany of the Loan Documents; or (vE) the occurrence of any Default or Event of Default; provided that no L/C Participant shall be obligated to pay to the Administrative Agent for the account of any Letter of Credit Issuer such L/C Participant’s Revolving Credit Commitment Percentage of any unreimbursed amount arising from any wrongful payment made by such Letter of Credit Issuer under a Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Letter of Credit Issuer as determined by a final and non-appealable judgment of a court of competent jurisdiction.

Letter of Credit Participations. (a) Immediately upon the issuance by any the Letter of Credit Issuer of any Letter of Credit, such the Letter of Credit Issuer shall be deemed to have sold and transferred to each other Lender that has a Revolving Credit Commitment (each such other Lender, in its capacity under this Section 3.3, an “L/C Participant”), and each such L/C Participant shall be deemed irrevocably and unconditionally to have purchased and received from such the Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation (each an “L/C Participation”), to the extent of such L/C Participant’s Revolving Credit Commitment Percentage from time to time, in such Letter of CreditCredit (on a pro rata basis between such Lender’s Tranche R-1 Revolving Credit Commitments and Tranche R-2 Revolving Credit Commitments), each substitute letter of credit, each drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto (although the Letter of Credit Fee Fees will be paid directly to the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and the L/C Participants shall have no right to receive any portion of any Fronting Fees). (b) In determining whether to pay under any Letter of Credit, no the relevant Letter of Credit Issuer shall have any no obligation relative to the L/C Participants other than to confirm that any documents required to be delivered under such Letter of Credit have been delivered and that they appear to comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any the relevant Letter of Credit Issuer under or in connection with any Letter of Credit issued by it, unless if taken or omitted through its in the absence of gross negligence or willful misconduct as determined by a final and non-appealable judgment of a court of competent jurisdictionmisconduct, shall not create any resulting liability for such the Letter of Credit IssuerIssuer any resulting liability. (c) In the event that any the Letter of Credit Issuer makes any payment under any Letter of Credit issued by it and the Borrower shall not have repaid the such amount in full to such the respective Letter of Credit Issuer pursuant to Section 3.4(a), such the Letter of Credit Issuer shall promptly notify the Administrative Agent (who and the Administrative Agent shall in turn promptly notify each applicable L/C Participant) Participant of the such failure, and each such L/C Participant shall promptly and unconditionally pay to the Administrative Agent, Agent for the account of such the Letter of Credit Issuer, the amount of the such L/C Participant’s Revolving Credit Commitment Percentage (determined as of the date of the notice referred to above) of the such unreimbursed payment in Dollars the Dollar Equivalent (on a pro rata basis between such Lender’s Tranche R-1 Revolving Credit Commitments and in same day fundsTranche R-2 Revolving Credit Commitments); provided, however, that no L/C Participant shall be obligated to pay to the Administrative Agent for the account of the respective Letter of Credit Issuer its Revolving Credit Commitment Percentage of such unreimbursed amount arising from any wrongful payment made by the Letter of Credit Issuer under a Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the Letter of Credit Issuer. If such the Letter of Credit Issuer so notifies, prior to 11:00 a.m. (New York City time) on any Business Day, any L/C Participant required to fund a payment under a Letter of Credit, the such L/C Participant shall make available to the Administrative Agent for the account of such the Letter of Credit Issuer the such L/C Participant’s Revolving Credit Commitment Percentage of the amount of the such payment on the such Business Day in same day immediately available funds. If and to the extent the such L/C Participant shall not have so made its Revolving Credit Commitment Percentage of the amount of the such payment available to the Administrative Agent for the account of such the Letter of Credit Issuer, the such L/C Participant agrees to pay to the Administrative Agent for the account of such the Letter of Credit Issuer, forthwith on demand, the such amount, together with interest thereon for each day from the such date until the date the such amount is paid to the Administrative Agent for the account of such the Letter of Credit Issuer at the Federal Funds Effective Rate. The failure of any L/C Participant to make available to the Administrative Agent for the account of a the Letter of Credit Issuer the L/C Participant’s its Revolving Credit Commitment Percentage of any payment under any Letter of Credit shall not relieve any other L/C Participant of its obligation hereunder to make available to the Administrative Agent for the account of such the Letter of Credit Issuer the other L/C Participant’s its Revolving Credit Commitment Percentage of any payment under the such Letter of Credit on the date required, as specified above, but no L/C Participant shall be responsible for the failure of any other L/C Participant to make available to the Administrative Agent the such other L/C Participant’s Revolving Credit Commitment Percentage of the any such payment. Notwithstanding the foregoing, the Administrative Agent shall be entitled to adjust the proportions of any of the foregoing amounts required to be paid by the L/C Participants to ensure that no L/C Participant’s Revolving Credit Exposure exceeds its Revolving Credit Commitment. (d) Whenever any Letter of Credit Issuer receives a payment in respect of an unpaid reimbursement obligation as to which the Administrative Agent has received for the account of such Letter of Credit Issuer any payments from the L/C Participants pursuant to paragraph (c) above, such Letter of Credit Issuer shall pay to the Administrative Agent and the Administrative Agent shall promptly pay to each L/C Participant that has paid its applicable portion of such reimbursement obligation, in Dollars and in same day funds, an amount equal to such L/C Participant’s share (based upon the proportionate aggregate amount originally funded by such L/C Participant to the aggregate amount funded by all L/C Participants) of the principal amount of such reimbursement obligation and interest thereon accruing after the purchase of the respective L/C Participations. (e) The obligations of the L/C Participants to make payments to the Administrative Agent for the account of any a Letter of Credit Issuer with respect to Letters of Credit issued by it shall be irrevocable and not subject to counterclaim, set-off or other defense or any other qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including under any of the following circumstances: (i) any lack of validity or enforceability of this AgreementAgreement or any of the other Credit Documents; (ii) the existence of any claim, set-off, defense or other right that the Borrower may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, any the Letter of Credit Issuer, any Lender or other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the Borrower and the beneficiary named in any such Letter of Credit); (iii) any draft, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of this Agreementany of the Credit Documents; or (v) the occurrence of any Default or Event of Default; provided provided, however, that no L/C Participant shall be obligated to pay to the Administrative Agent for the account of any the Letter of Credit Issuer such L/C Participant’s its Revolving Credit Commitment Percentage of any unreimbursed amount arising from any wrongful payment made by such the Letter of Credit Issuer under a Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the Letter of Credit Issuer. (e) If the maturity date in respect of any Class of Revolving Credit Commitments occurs prior to the expiration of any Letter of Credit, then (i) if consented to by the Letter of Credit Issuer which issued such Letter of Credit, if one or more other Classes of Revolving Credit Commitments in respect of which the maturity date shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to this Section 3.3) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating Classes up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocated) and (ii) to the extent not reallocated pursuant to immediately preceding clause (i), the Borrower shall Cash Collateralize any such Letter of Credit Issuer as determined by in accordance with Section 3.7. If, for any reason, such Cash Collateral is not provided or the reallocation does not occur, the Revolving Credit Lenders under the maturing Class shall continue to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (i) above, the occurrence of a final maturity date with respect to a given Class of Revolving Credit Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Credit Lenders in any Letter of Credit issued before such maturity date. Commencing with the maturity date of any Class of Revolving Credit Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the non-appealable judgment terminating Classes. For the avoidance of a court doubt, notwithstanding anything contained herein, the commitment of competent jurisdictionany Letter of Credit Issuer to act in its capacity as such cannot be extended beyond the Revolving Credit Maturity Date or increased without its prior written consent.

Letter of Credit Participations. (a) Immediately upon the issuance by any Letter of Credit Issuer Issuing Lender of any Letter of Credit, such Letter of Credit Issuer Issuing Lender shall be deemed to have sold and transferred to (i) each Multicurrency Revolving Lender with respect to each Multicurrency Letter of Credit and (ii) each Dollar Revolving Lender with respect to each Dollar Letter of Credit, in each case, other than such Issuing Lender that has a Revolving Credit Commitment (each such other Lender, in its capacity under this Section 3.32.11(e), an “L/C LC Participant”), and each such L/C LC Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Letter of Credit IssuerIssuing Lender, without recourse or warranty, an undivided interest and participation (each an “L/C Participation”)participation, to the extent of such L/C ParticipantRevolving Lender’s Revolving Credit Commitment Percentage from time Multicurrency Revolver Pro Rata Share (with respect to timeMulticurrency Letters of Credit) and such Dollar Revolver Lender’s Dollar Revolver Pro Rata Share (with respect to Dollar Letters of Credit), as the case may be, in such Letter of Credit, each substitute letter Letter of creditCredit, each drawing Drawing made thereunder and the obligations of the Borrower Borrowers under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto (although the Letter of Credit Fee will fees shall be paid payable directly to the Administrative Agent for the ratable account of the L/C Participants LC Participant as provided in Section 4.1(b2.11(g) and the L/C LC Participants shall have no right to receive any portion of the issuing fees), and any Fronting Fees). (bsecurity therefor or guaranty pertaining thereto. Upon any change in the Multicurrency Revolving Commitments of the Multicurrency Revolving Lenders or the Dollar Revolving Commitments of the Dollar Revolving Lenders, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating to Letters of Credit, there shall be an automatic adjustment pursuant to this Section 2.11(e) to reflect the new Multicurrency Revolver Pro Rata Share or Dollar Revolver Pro Rata Share, as the case may be, of the assignor and assignee Lender or of all Lenders with Multicurrency Revolving Commitments or Dollar Revolving Commitments, as the case may be. In determining whether to pay under any Letter of Credit, no Letter of Credit Issuer such Issuing Lender shall have any no obligation relative to the L/C LC Participants other than to confirm that any documents required to be delivered under such Letter of Credit appear to have been delivered and that they appear to comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any Letter of Credit Issuer Issuing Lender under or in connection with any Letter of Credit issued by it, unless it if taken or omitted through its in the absence of gross negligence or willful misconduct as determined by a final and non-appealable judgment of rendered by a court of competent jurisdiction, shall not create for such Issuing Lender any resulting liability for such Letter of Credit Issuer. (c) In the event that to any Letter of Credit Issuer makes any payment under any Letter of Credit issued by it and the Borrower shall not have repaid the amount in full to such Letter of Credit Issuer pursuant to Section 3.4(a), such Letter of Credit Issuer shall promptly notify the Administrative Agent (who shall in turn promptly notify each L/C Participant) of the failure, and each L/C Participant shall promptly and unconditionally pay to the Administrative Agent, for the account of such Letter of Credit Issuer, the amount of the L/C Participant’s Revolving Credit Commitment Percentage (determined as of the date of the notice referred to above) of the unreimbursed payment in Dollars and in same day funds. If such Letter of Credit Issuer so notifies, prior to 11:00 a.m. (New York time) on any Business Day, any L/C Participant required to fund a payment under a Letter of Credit, the L/C Participant shall make available to the Administrative Agent for the account of such Letter of Credit Issuer the L/C Participant’s Revolving Credit Commitment Percentage of the amount of the payment on the Business Day in same day funds. If and to the extent the L/C Participant shall not have so made its Revolving Credit Commitment Percentage of the amount of the payment available to the Administrative Agent for the account of such Letter of Credit Issuer, the L/C Participant agrees to pay to the Administrative Agent for the account of such Letter of Credit Issuer, forthwith on demand, the amount, together with interest thereon for each day from the date until the date the amount is paid to the Administrative Agent for the account of such Letter of Credit Issuer at the Federal Funds Effective Rate. The failure of any L/C Participant to make available to the Administrative Agent for the account of a Letter of Credit Issuer the L/C Participant’s Revolving Credit Commitment Percentage of any payment under any Letter of Credit shall not relieve any other L/C Participant of its obligation hereunder to make available to the Administrative Agent for the account of such Letter of Credit Issuer the other L/C Participant’s Revolving Credit Commitment Percentage of any payment under the Letter of Credit on the date required, as specified above, but no L/C Participant shall be responsible for the failure of any other L/C Participant to make available to the Administrative Agent the other L/C Participant’s Revolving Credit Commitment Percentage of the payment. Notwithstanding the foregoing, the Administrative Agent shall be entitled to adjust the proportions of any of the foregoing amounts required to be paid by the L/C Participants to ensure that no L/C Participant’s Revolving Credit Exposure exceeds its Revolving Credit Commitment. (d) Whenever any Letter of Credit Issuer receives a payment in respect of an unpaid reimbursement obligation as to which the Administrative Agent has received for the account of such Letter of Credit Issuer any payments from the L/C Participants pursuant to paragraph (c) above, such Letter of Credit Issuer shall pay to the Administrative Agent and the Administrative Agent shall promptly pay to each L/C Participant that has paid its applicable portion of such reimbursement obligation, in Dollars and in same day funds, an amount equal to such L/C Participant’s share (based upon the proportionate aggregate amount originally funded by such L/C Participant to the aggregate amount funded by all L/C Participants) of the principal amount of such reimbursement obligation and interest thereon accruing after the purchase of the respective L/C Participations. (e) The obligations of the L/C Participants to make payments to the Administrative Agent for the account of any Letter of Credit Issuer with respect to Letters of Credit issued by it shall be irrevocable and not subject to counterclaim, set-off or other defense Loan Party or any other qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including any of the following circumstances: (i) any lack of validity or enforceability of this Agreement; (ii) the existence of any claim, set-off, defense or other right that the Borrower may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, any Letter of Credit Issuer, any Lender or other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the Borrower and the beneficiary named in any such Letter of Credit); (iii) any draft, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of this Agreement; or (v) the occurrence of any Default or Event of Default; provided that no L/C Participant shall be obligated to pay to the Administrative Agent for the account of any Letter of Credit Issuer such L/C Participant’s Revolving Credit Commitment Percentage of any unreimbursed amount arising from any wrongful payment made by such Letter of Credit Issuer under a Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Letter of Credit Issuer as determined by a final and non-appealable judgment of a court of competent jurisdictionLender.

Letter of Credit Participations. (a) Immediately upon the issuance by any the Letter of Credit Issuer of any Letter of Credit, such the Letter of Credit Issuer shall be deemed to have sold and transferred to each other Lender that has a Revolving Credit Commitment Lender (each such other Revolving Credit Lender, in its capacity under this Section 3.3, an “L/C Participant”), and each such L/C Participant shall be deemed irrevocably and unconditionally to have purchased and received from such the Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation (each an “L/C Participation”), to the extent of such L/C Participant’s Revolving Credit Commitment Percentage from time to time, in such each Letter of Credit, each substitute letter of credittherefor, each drawing made thereunder and the obligations of the Borrower Borrowers under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto (although thereto; provided that the Letter of Credit Fee Fees will be paid directly to the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and the L/C Participants shall have no right to receive any portion of any Fronting Fees). (b) In determining whether to pay under any Letter of Credit, no the relevant Letter of Credit Issuer shall have any no obligation relative to the L/C Participants other than to confirm that any documents required to be delivered under such Letter of Credit have been delivered and that they appear to comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any the relevant Letter of Credit Issuer under or in connection with any Letter of Credit issued by it, unless if taken or omitted through its in the absence of gross negligence or willful misconduct as determined by a in the final and non-appealable judgment of a court of competent jurisdiction, shall not create any resulting liability for such the Letter of Credit IssuerIssuer any resulting liability. (c) In the event that any the Letter of Credit Issuer makes any payment under any Letter of Credit issued by it and the applicable Borrower shall not have repaid the such amount in full to such the respective Letter of Credit Issuer through the Administrative Agent pursuant to Section 3.4(a), such Letter of Credit Issuer shall promptly notify the Administrative Agent (who shall in turn promptly notify each L/C Participant) Participant of the such failure, and each L/C Participant shall promptly and unconditionally pay to the Administrative Agent, Agent for the account of such the Letter of Credit Issuer, the amount of the L/C Participant’s Revolving Credit Commitment Percentage (determined as of the date of the notice referred to above) of the unreimbursed payment in Dollars and in same day funds. If such Letter of Credit Issuer so notifies, prior to 11:00 a.m. (New York time) on any Business Day, any L/C Participant required to fund a payment under a Letter of Credit, the L/C Participant shall make available to the Administrative Agent for the account of such Letter of Credit Issuer the L/C Participant’s Revolving Credit Commitment Percentage of the amount of the such unreimbursed payment in Dollars (based on the Business Day Dollar Equivalent thereof if such payment was made in same day an Available Currency other than Dollars) and in immediately available funds. If and to the extent the such L/C Participant shall not have so made its Revolving Credit Commitment Percentage of the amount of the such payment available to the Administrative Agent for the account of such the Letter of Credit Issuer, the such L/C Participant agrees to pay to the Administrative Agent for the account of such the Letter of Credit Issuer, forthwith on demand, the such amount, together with interest thereon for each day from the such date until the date the such amount is paid to the Administrative Agent for the account of such the Letter of Credit Issuer at a rate per annum equal to the Federal Funds Effective RateOvernight Rate from time to time then in effect, plus any administrative, processing or similar fees that are reasonably and customarily charged by the Letter of Credit Issuer in connection with the foregoing. The failure of any L/C Participant to make available to the Administrative Agent for the account of a the Letter of Credit Issuer the L/C Participant’s its Revolving Credit Commitment Percentage of any payment under any Letter of Credit shall not relieve any other L/C Participant of its obligation hereunder to make available to the Administrative Agent for the account of such the Letter of Credit Issuer the other L/C Participant’s its Revolving Credit Commitment Percentage of any payment under the such Letter of Credit on the date required, as specified above, but no L/C Participant shall be responsible for the failure of any other L/C Participant to make available to the Administrative Agent the such other L/C Participant’s Revolving Credit Commitment Percentage of the any such payment. Notwithstanding the foregoing, the Administrative Agent shall be entitled to adjust the proportions of any of the foregoing amounts required to be paid by the L/C Participants to ensure that no L/C Participant’s Revolving Credit Exposure exceeds its Revolving Credit Commitment. (d) Whenever any Letter of Credit Issuer the Administrative Agent receives a payment in respect of an unpaid reimbursement obligation as to which the Administrative Agent has received for the account of such the Letter of Credit Issuer any payments from the L/C Participants pursuant to paragraph clause (c) above, such Letter of Credit Issuer shall pay to the Administrative Agent and the Administrative Agent shall promptly pay to each L/C Participant that has paid its applicable portion Revolving Credit Commitment Percentage of such reimbursement obligation, in Dollars and in same day immediately available funds, an amount equal to such L/C Participant’s share (based upon the proportionate aggregate amount originally funded by such L/C Participant to the aggregate amount funded by all L/C Participants) of the principal amount so paid in respect of such reimbursement obligation and interest thereon accruing after the purchase of the respective L/C ParticipationsParticipations at the Overnight Rate. (e) The obligations of the L/C Participants to make payments to the Administrative Agent for the account of any the Letter of Credit Issuer with respect to Letters of Credit issued by it shall be irrevocable and not subject to counterclaim, set-off or other defense or any other qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including . (f) If any payment received by the Administrative Agent for the account of the Letter of Credit Issuer pursuant to Section 3.3(c) is required to be returned under any of the following circumstances: circumstances described in Section 13.20 (i) including pursuant to any lack of validity or enforceability of this Agreement; (ii) settlement entered into by the existence of any claim, set-off, defense or other right that the Borrower may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be actingIssuer in its discretion), the Administrative Agent, any Letter of Credit Issuer, any each Lender or other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the Borrower and the beneficiary named in any such Letter of Credit); (iii) any draft, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of this Agreement; or (v) the occurrence of any Default or Event of Default; provided that no L/C Participant shall be obligated to pay to the Administrative Agent for the account of any the Letter of Credit Issuer such L/C Participant’s its Revolving Credit Commitment Percentage thereof on demand of any unreimbursed the Administrative Agent, plus interest thereon from the date of such demand to the date such amount arising from any wrongful payment made is returned by such Letter Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations of Credit Issuer the Lenders under a Letter this clause shall survive the payment in full of Credit as a result the Obligations and the termination of acts or omissions constituting willful misconduct or gross negligence on the part of such Letter of Credit Issuer as determined by a final and non-appealable judgment of a court of competent jurisdictionthis Agreement.

Letter of Credit Participations. (a) Immediately upon the issuance by any the Letter of Credit Issuer of any Letter of Credit, such the Letter of Credit Issuer shall be deemed to have sold and transferred to each other Lender that has a Revolving Credit Commitment (each such other Lender, in its capacity under this Section 3.3, an “L/C Participant”), and each such L/C Participant shall be deemed irrevocably and unconditionally to have purchased and received from such the Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation (each an “L/C Participation”), to the extent of such L/C Participant’s Revolving Credit Commitment Percentage from time to time, in such each Letter of Credit, each substitute letter of credittherefor, each drawing made thereunder and the obligations of the Borrower Borrowers under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto (although thereto; provided that the Letter of Credit Fee Fees will be paid directly to the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and the L/C Participants shall have no right to receive any portion of any Fronting Fees). (b) In determining whether to pay under any Letter of Credit, no the relevant Letter of Credit Issuer shall have any no obligation relative to the L/C Participants other than to confirm that any documents required to be delivered under such Letter of Credit have been delivered and that they appear to comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any the relevant Letter of Credit Issuer under or in connection with any Letter of Credit issued by it, unless if taken or omitted through its in the absence of gross negligence or willful misconduct as determined by a in the final and non-appealable judgment of a court of competent jurisdiction, shall not create any resulting liability for such the Letter of Credit IssuerIssuer any resulting liability. (c) In the event that any the Letter of Credit Issuer makes any payment under any Letter of Credit issued by it and the applicable Borrower shall not have repaid the such amount in full to such the respective Letter of Credit Issuer through the Administrative Agent pursuant to Section 3.4(a), such Letter of Credit Issuer shall promptly notify the Administrative Agent (who shall in turn promptly notify each L/C Participant) Participant of the such failure, and each L/C Participant shall promptly and unconditionally pay to the Administrative Agent, Agent for the account of such the Letter of Credit Issuer, the amount of the L/C Participant’s Revolving Credit Commitment Percentage (determined as of the date of the notice referred to above) of the unreimbursed payment in Dollars and in same day funds. If such Letter of Credit Issuer so notifies, prior to 11:00 a.m. (New York time) on any Business Day, any L/C Participant required to fund a payment under a Letter of Credit, the L/C Participant shall make available to the Administrative Agent for the account of such Letter of Credit Issuer the L/C Participant’s Revolving Credit Commitment Percentage of the amount of the such unreimbursed payment on the Business in Same Day in same day fundsFunds. If and to the extent the such L/C Participant shall not have so made its Revolving Credit Commitment Percentage of the such amount of the payment available to the Administrative Agent for the account of such the Letter of Credit Issuer, the such L/C Participant agrees to pay to the Administrative Agent for the account of such the Letter of Credit Issuer, forthwith on demand, the such amount, together with interest thereon for each day from the such date until the date the such amount is paid to the Administrative Agent for the account of such the Letter of Credit Issuer at a rate per annum equal to the Federal Funds Effective RateOvernight Rate from time to time then in effect, plus any administrative, processing or similar fees that are reasonably and customarily charged by the Letter of Credit Issuer in connection with the foregoing. The failure of any L/C Participant to make available to the Administrative Agent for the account of a the Letter of Credit Issuer the L/C Participant’s its Revolving Credit Commitment Percentage of any payment under any Letter of Credit shall not relieve any other L/C Participant of its obligation hereunder to make available to the Administrative Agent for the account of such the Letter of Credit Issuer the other L/C Participant’s its Revolving Credit Commitment Percentage of any payment under the such Letter of Credit on the date required, as specified above, but no L/C Participant shall be responsible for the failure of any other L/C Participant to make available to the Administrative Agent the such other L/C Participant’s Revolving Credit Commitment Percentage of the any such payment. Notwithstanding the foregoing, the Administrative Agent shall be entitled to adjust the proportions of any of the foregoing amounts required to be paid by the L/C Participants to ensure that no L/C Participant’s Revolving Credit Exposure exceeds its Revolving Credit Commitment. (d) Whenever any Letter of Credit Issuer the Administrative Agent receives a payment in respect of an unpaid reimbursement obligation as to which the Administrative Agent has received for the account of such the Letter of Credit Issuer any payments from the L/C Participants pursuant to paragraph clause (c) above, such Letter of Credit Issuer shall pay to the Administrative Agent and the Administrative Agent shall promptly pay to each L/C Participant that has paid its applicable portion Revolving Credit Commitment Percentage of such reimbursement obligation, in Dollars and in same day fundsSame Day Funds, an amount equal to such L/C Participant’s share (based upon the proportionate aggregate amount originally funded by such L/C Participant to the aggregate amount funded by all L/C Participants) of the principal amount so paid in respect of such reimbursement obligation and interest thereon accruing after the purchase of the respective L/C ParticipationsParticipations at the Overnight Rate. (e) The obligations of the L/C Participants to make payments to the Administrative Agent for the account of any the Letter of Credit Issuer with respect to Letters of Credit issued by it shall be irrevocable and not subject to counterclaim, set-off or other defense or any other qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including . (f) If any payment received by the Administrative Agent for the account of the Letter of Credit Issuer pursuant to Section 3.3(c) is required to be returned under any of the following circumstances: circumstances described in Section 14.19 (i) including pursuant to any lack of validity or enforceability of this Agreement; (ii) settlement entered into by the existence of any claim, set-off, defense or other right that the Borrower may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be actingIssuer in its discretion), the Administrative Agent, any Letter of Credit Issuer, any each Lender or other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the Borrower and the beneficiary named in any such Letter of Credit); (iii) any draft, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of this Agreement; or (v) the occurrence of any Default or Event of Default; provided that no L/C Participant shall be obligated to pay to the Administrative Agent for the account of any the Letter of Credit Issuer such L/C Participant’s its Revolving Credit Commitment Percentage thereof on demand of any unreimbursed the Administrative Agent, plus interest thereon from the date of such demand to the date such amount arising from any wrongful payment made is returned by such Letter Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations of Credit Issuer the Lenders under a Letter this clause shall survive the payment in full of Credit as a result the Obligations and the termination of acts or omissions constituting willful misconduct or gross negligence on the part of such Letter of Credit Issuer as determined by a final and non-appealable judgment of a court of competent jurisdictionthis Agreement.

Letter of Credit Participations. (a) Immediately upon the issuance by any Letter of Credit Issuer Issuing Lender of any Letter of Credit, but subject to Section 2C.03 to the extent applicable in the case of Non-Dollar Denominated Letters of Credit, such Letter of Credit Issuer Issuing Lender shall be deemed to have sold and transferred to each other CL Lender that has a Revolving Credit Commitment (each such other LenderLender with respect to any Letter of Credit, in its capacity under this Section 3.32A.04, an a “L/C Participant”), and each such L/C Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Letter of Credit IssuerIssuing Lender, without recourse or warranty, an undivided interest and participation (each an “L/C Participation”), in a percentage equal to the extent of such L/C Participant’s Revolving Credit Commitment CL Percentage from time to time, in such Letter of Credit, and each substitute letter of credit, each drawing Drawing made thereunder and the obligations of the Borrower respective Account Party under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto (although the Letter of Credit Fee will CL Facility Fees shall be paid payable directly to the Administrative Agent for the ratable account of the L/C Participants CL Lenders as provided in Section 4.1(b3.01(a) and the L/C Participants shall have no right to receive any portion of any Fronting Fees)Facing Fees or any administration fees with respect to any such Letters of Credit) and any security therefor or guaranty pertaining thereto. Upon any change in the Credit-Linked Commitments and, as a result thereof, the CL Percentages of the CL Lenders pursuant to Section 1.13, or 13.04, it is hereby agreed that with respect to all outstanding Letters of Credit and Unpaid Drawings relating thereto, there shall be an automatic adjustment to the participations pursuant to this Section 2A.04 to reflect the new CL Percentages of the CL Lenders. With respect to each Letter of Credit from time to time outstanding, all calculations of the percentage participations therein of the various CL Lenders shall be made from time to time by the Administrative Agent, which calculations shall be conclusive absent manifest error. Furthermore, upon the occurrence of a Sharing Event and as more fully set forth in Section 1.14, additional sub-participations may be required to be granted by the various CL Lenders in their participations in outstanding Letters of Credit, in each case in accordance with, and subject to the provisions of, Section 1.14. (b) In determining whether to pay under any Letter of Credit, no Letter of Credit Issuer the respective Issuing Lender shall have any no obligation relative to the L/C Participants other Lenders other than to confirm that any documents required to be delivered under such Letter of Credit appear to have been delivered and that they appear to substantially comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any Letter of Credit Issuer Issuing Lender under or in connection with any Letter of Credit issued by it, unless it if taken or omitted through its in the absence of gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable judgment of a court of competent jurisdictiondecision), shall not create for such Issuing Lender any resulting liability for such Letter of Credit Issuerto any Account Party or any Lender. (c) In the event that any Letter of Credit Issuer Issuing Lender makes any payment or disbursement under any Letter of Credit issued by it and the Borrower respective Account Party shall not have repaid the reimbursed such amount in full to such Letter of Credit Issuer Issuing Lender pursuant to Section 3.4(a)2A.05(a) by the date required by said Section 2A.05(a) for such reimbursement, such Letter of Credit Issuer Issuing Lender shall promptly notify no- tify the Administrative Agent (who Agent, which shall in turn promptly notify each L/C Participant) Participant therein and the Deposit Bank of the such failure, and each CL Lender (including in its capacity as an L/C Participant shall promptly Participant) hereby irrevocably authorizes the Deposit Bank (and unconditionally pay the Deposit Bank hereby agrees) to reimburse such Issuing Lender for such amount in Dollars (or, to the extent that the respective Unpaid Drawing is in an Alternative Currency, in an amount equal to the Dollar Equivalent thereof, as determined by the Administrative AgentAgent on the date on which such payment or disbursement was made under the respective Letter of Credit) solely from such CL Lender’s CL Percentage of the Credit-Linked Deposits on deposit with the Deposit Bank in the Credit-Linked Deposit Account, in which case the Total Credit-Linked Commitment shall be reduced by the amount so applied (with a corresponding reduction in the Credit-Linked Commitment of each CL Lender equal to such CL Lender’s CL Percentage of such aggregate amount so applied); provided that any portion of the Unpaid Drawings with respect to a Non-Dollar Denominated Letter of Credit, which, because of currency fluctuations, represents amounts in excess of the Total Credit-Linked Deposits (as more fully described in Section 2C.03), shall not be reimbursed from Credit-Linked Deposits but shall instead be immediately repaid by the respective Account Party. Furthermore, if any Specified Default or any Event of Default then exists, the respective Issuing Lender may, with respect to any payment or disbursement made by it under any Letter of Credit, request the Deposit Bank, in which case each CL Lender hereby irrevocably authorizes the Deposit Bank (and the Deposit Bank hereby agrees), to reimburse the Issuing Lender, solely from such CL Lender’s CL Percentage of the Credit-Linked Deposits on deposit in the Credit-Linked Deposit Account with the Deposit Bank, for the account of any Drawing under such Letter of Credit Issuer, as provided in the amount of the L/C Participant’s Revolving Credit Commitment Percentage immediately preceding sentence (determined as of notwithstanding the date of reimbursement of any such Drawings by the notice referred to above) of date required by Section 2A.05(a)), in which case the unreimbursed payment in Dollars and in same day funds. If such Letter of Credit Issuer so notifies, prior to 11:00 a.m. (New York time) on any Business Day, any L/C Participant required to fund a payment under a Letter of Total Credit, the L/C Participant -Linked Commitment shall make available to the Administrative Agent for the account of such Letter of Credit Issuer the L/C Participant’s Revolving Credit Commitment Percentage of be reduced by the amount of so applied as otherwise provided in the payment on the Business Day in same day funds. If immediately preceding sentence, and any amounts actually received pursuant to the extent the L/C Participant shall not have so made its Revolving Credit Commitment Percentage of the amount of the payment available to the Administrative Agent for the account of such Letter of Credit Issuer, the L/C Participant agrees to pay to the Administrative Agent for the account of such Letter of Credit Issuer, forthwith on demand, the amount, together with interest thereon for each day from the date until the date the amount is paid to the Administrative Agent for the account of such Letter of Credit Issuer at the Federal Funds Effective Rate. The failure of any L/C Participant to make available to the Administrative Agent for the account of a Letter of Credit Issuer the L/C Participant’s Revolving Credit Commitment Percentage of any payment under any Letter of Credit shall not relieve any other L/C Participant of its obligation hereunder to make available to the Administrative Agent for the account of such Letter of Credit Issuer the other L/C Participant’s Revolving Credit Commitment Percentage of any payment under the Letter of Credit on the date required, as specified above, but no L/C Participant Section 2A.05(a) shall be responsible for the failure of any other L/C Participant applied to make available to the Administrative Agent the other L/C Participant’s Revolving Credit Commitment Percentage of the payment. Notwithstanding the foregoing, the Administrative Agent shall be entitled to adjust the proportions of any of the foregoing amounts required to be paid by the reimburse L/C Participants to ensure that no L/C Participant’s Revolving Credit Exposure exceeds its Revolving Credit Commitmentas provided in following Section 2A.04(d). (d) Whenever any Letter of Credit Issuer Issuing Lender receives a payment in respect of an unpaid a reimbursement obligation as to which the Administrative Agent has received for the account of such Letter of Credit Issuer Issuing Lender any payments from the L/C Participants (or from the Deposit Bank on their behalf) pursuant to paragraph (cSection 2A.04(c) above, such Letter Issuing Lender shall, after paying itself any amounts owing to it as described in Section 2C.03 in the case of Credit Issuer shall payments received with respect to Non-Dollar Denominated Letters of Credit, pay (in same day funds in Dollars) to the Administrative Agent (and the Administrative Agent shall promptly pay (in same day funds in Dollars) to each L/C Participant that which has paid its applicable portion of such reimbursement obligation, in Dollars and in same day funds, relevant CL Percentage thereof) an amount equal to such L/C Participant’s share (based upon on the proportionate aggregate amount originally funded by such L/C Participant to the aggregate amount funded by all L/C Participants) of the principal amount of such reimbursement obligation and interest thereon accruing after the purchase of the respective L/C Participationsparticipations. (e) Each Issuing Lender shall, promptly after the issuance of, or amendment or modification to, a Standby Letter of Credit, give the Administrative Agent and the respective Account Party written notice of such issuance, amendment or modification, as the case may be, and such notice shall be accompanied by a copy of such Standby Letter of Credit, such amendment or such modification, as the case may be. Promptly upon receipt of such notice, the Administrative Agent shall notify each L/C Participant, in writing, of such issuance, amendment or modification and if any L/C Participant shall so request, the Administrative Agent shall furnish said L/C Participant with a copy of such Standby Letter of Credit, such amendment or such modification, as the case may be. (f) Each Issuing Lender (other than DBAG) shall deliver to the Administrative Agent and the Deposit Bank, promptly on the first Business Day of each week, by facsimile transmission, the aggregate daily Stated Amount available to be drawn under the outstanding Trade Letters of Credit issued by such Issuing Lender for the previous week. (g) The obligations of the L/C Participants to make payments to the Administrative Agent for the account of any Letter of Credit Issuer the respective Issuing Lender with respect to Letters of Credit issued by it shall be irrevocable and not subject to counterclaim, set-off or other defense or any other qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including including, without limitation, any of the following circumstances: (i) any lack of validity or enforceability of this AgreementAgreement or any of the Credit Documents; (ii) the existence of any claim, set-offsetoff, defense or other right that the Borrower which any Credit Party or any of its Subsidiaries may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative any Agent, any Letter of Credit IssuerLender, any Lender Issuing Lender, any L/C Participant, or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the Borrower any Credit Party or any of its Subsidiaries and the beneficiary named in any such Letter of Credit); (iii) any draft, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of this Agreementany of the Credit Documents; or (v) the occurrence of any Default or Event of Default; provided that no the L/C Participant Participants shall not be obligated to pay to the Administrative Agent reimburse such Issuing Lender for the account of any Letter of Credit Issuer such L/C Participant’s Revolving Credit Commitment Percentage of any unreimbursed amount arising from any wrongful payment made by such Letter of Credit Issuer Issuing Lender under a Letter of Credit issued by it as a result of deliberate acts or omissions constituting willful misconduct or gross negligence on the part of such Letter of Credit Issuer Issuing Lender (as determined by a court of competent jurisdiction in a final and non-appealable judgment decision). Any action taken or omitted to be taken by any Issuing Lender under or in connection with any Letter of Credit shall not create for such Issuing Lender any resulting liability to the L/C Participants or any other Person unless such action is taken or omitted to be taken with gross negligence or willful misconduct (as determined by a court of competent jurisdictionjurisdiction in a final and non-appealable decision).

Letter of Credit Participations. (a) Immediately upon the issuance by any Letter of Credit Issuer an Issuing Lender of any Letter of Credit, such Letter of Credit Issuer Issuing Lender shall be deemed to have sold and transferred to each other Lender that has a Revolving Credit Commitment (Lender, and each such other Lender, Lender (in its capacity under this Section 3.33.04, an a “L/C Participant”), and each such L/C Participant ) shall be deemed irrevocably and unconditionally to have purchased and received from such Letter of Credit IssuerIssuing Lender, without recourse or warranty, an undivided interest and participation (each an “L/C Participation”)participation, to the extent of such L/C Participant’s Revolving Credit Commitment Percentage from time to timeRL Percentage, in such Letter of Credit, each substitute letter of credit, each drawing or payment made thereunder and the obligations of the Borrower Borrowers under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto (although thereto. Upon any change in the Letter Revolving Loan Commitments or RL Percentages of the Lenders pursuant to Section 2.13 or 13.04(b), it is hereby agreed that, with respect to all outstanding Letters of Credit Fee will and Unpaid Drawings relating thereto, there shall be paid directly an automatic adjustment to the Administrative Agent for participations pursuant to this Section 3.04 to reflect the ratable account new RL Percentages of the L/C Participants assignor and assignee Lender, as provided in Section 4.1(b) and the L/C Participants shall have no right to receive any portion of any Fronting Fees)case may be. (b) In determining whether to pay under any Letter of Credit, no Letter of Credit Issuer Issuing Lender shall have any obligation relative to the L/C Participants other Lenders other than to confirm that any documents required to be delivered under such Letter of Credit appear to have been delivered and that they appear to substantially comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any Letter of Credit Issuer an Issuing Lender under or in connection with any Letter of Credit issued by itit shall not create for such Issuing Lender any resulting liability to any Borrower, any other Credit Party, any Lender or any other Person unless such action is taken or omitted through its to be taken with gross negligence or willful misconduct on the part of such Issuing Lender (as determined by a court of competent jurisdiction in a final and non-appealable judgment of a court of competent jurisdiction, shall not create any resulting liability for such Letter of Credit Issuerdecision). (c) In the event that any Letter of Credit Issuer an Issuing Lender makes any payment under any Letter of Credit issued by it and the Borrower Borrowers shall not have repaid the reimbursed such amount in full to such Letter of Credit Issuer Issuing Lender pursuant to Section 3.4(a3.05(a), such Letter of Credit Issuer Issuing Lender shall promptly notify the Administrative Agent (who Agent, which shall in turn promptly notify each L/C Participant) Participant of the such failure, and each L/C Participant shall promptly and unconditionally pay to the Administrative Agent, for the account of such Letter of Credit Issuer, Issuing Lender the amount of the L/C such Participant’s Revolving Credit Commitment RL Percentage (determined as of the date of the notice referred to above) of the such unreimbursed payment in Dollars and in same day funds. If such Letter of Credit Issuer the Administrative Agent so notifies, prior to 11:00 a.m. 2:00 P.M. (New York City time) on any Business Day, any L/C Participant required to fund a payment under a Letter of Credit, the L/C such Participant shall make available to the Administrative Agent for the account of respective Issuing Lender in Dollars such Letter of Credit Issuer the L/C Participant’s Revolving Credit Commitment RL Percentage of the amount of the such payment on the such Business Day in same day funds. If and to the extent the L/C such Participant shall not have so made its Revolving Credit Commitment RL Percentage of the amount of the such payment available to the Administrative Agent for the account of respective Issuing Lender, such Letter of Credit Issuer, the L/C Participant agrees to pay to the Administrative Agent for the account of such Letter of Credit IssuerIssuing Lender, forthwith on demand, the demand such amount, together with interest thereon thereon, for each day from the such date until the date the such amount is paid to the Administrative Agent for the account of such Letter of Credit Issuer Issuing Lender at the overnight Federal Funds Effective RateRate for the first three days and at the interest rate applicable to Loans that are maintained as Base Rate Loans for each day thereafter. The failure of any L/C Participant to make available to the Administrative Agent for the account of a Letter of Credit Issuer the L/C Participant’s Revolving Credit Commitment an Issuing Lender its RL Percentage of any payment under any Letter of Credit issued by such Issuing Lender shall not relieve any other L/C Participant of its obligation hereunder to make available to the Administrative Agent for the account of such Letter of Credit Issuer the other L/C Participant’s Revolving Credit Commitment Issuing Lender its RL Percentage of any payment under the any Letter of Credit on the date required, as specified above, but no L/C Participant shall be responsible for the failure of any other L/C Participant to make available to the Administrative Agent the such Issuing Lender such other L/C Participant’s Revolving Credit Commitment RL Percentage of the any such payment. Notwithstanding the foregoing, the Administrative Agent shall be entitled to adjust the proportions of any of the foregoing amounts required to be paid by the L/C Participants to ensure that no L/C Participant’s Revolving Credit Exposure exceeds its Revolving Credit Commitment. (d) Whenever any Letter of Credit Issuer an Issuing Lender receives a payment in respect of an unpaid a reimbursement obligation as to which the Administrative Agent it has received for the account of such Letter of Credit Issuer any payments from the L/C Participants pursuant to paragraph clause (c) above, such Letter of Credit Issuer Issuing Lender shall pay to the Administrative Agent and the Administrative Agent shall promptly pay to each L/C such Participant that which has paid its applicable portion of such reimbursement obligationRL Percentage thereof, in Dollars and in same day funds, an amount equal to such L/C Participant’s share (based upon the proportionate aggregate amount originally funded by such L/C Participant to the aggregate amount funded by all L/C Participants) of the principal amount of such reimbursement obligation and interest thereon accruing after the purchase of the respective L/C Participationsparticipations. (e) Upon the request of any Participant, each Issuing Lender shall furnish to such Participant copies of any standby Letter of Credit issued by it and such other documentation as may reasonably be requested by such Participant. (f) The obligations of the L/C Participants to make payments to the Administrative Agent for the account of any Letter of Credit Issuer each Issuing Lender with respect to Letters of Credit issued by it shall be irrevocable and not subject to counterclaim, set-off or other defense or any other qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including including, without limitation, any of the following circumstances: (ig) any lack of validity or enforceability of this AgreementAgreement or any of the other Credit Documents; (iih) the existence of any claim, set-offsetoff, defense or other right that the Borrower which Parent or any of its Subsidiaries may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, any Letter of Credit IssuerParticipant, or any Lender or other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the Borrower Parent or any Subsidiary of Parent and the beneficiary named in any such Letter of Credit); (iiii) any draft, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (ivj) the surrender or impairment of any security for the performance or observance of any of the terms of this Agreementany of the Credit Documents; or (vk) the occurrence of any Default or Event of Default; provided that no L/C Participant shall be obligated to pay to the Administrative Agent for the account of any Letter of Credit Issuer such L/C Participant’s Revolving Credit Commitment Percentage of any unreimbursed amount arising from any wrongful payment made by such Letter of Credit Issuer under a Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Letter of Credit Issuer as determined by a final and non-appealable judgment of a court of competent jurisdiction.

Letter of Credit Participations. (a) Immediately upon the issuance by any Letter of Credit Issuer an Issuing Lender of any Letter of Credit, such Letter of Credit Issuer Issuing Lender shall be deemed to have sold and transferred to each other Lender that has a Revolving Credit Commitment (Lender, and each such other Lender, Lender (in its capacity under this Section 3.33.04, an a “L/C Participant”), and each such L/C Participant ) shall be deemed irrevocably and unconditionally to have purchased and received from such Letter of Credit IssuerIssuing Lender, without recourse or warranty, an undivided interest and participation (each an “L/C Participation”)participation, to the extent of such L/C Participant’s Revolving Credit Commitment Percentage from time to timeRL Percentage, in such Letter of Credit, each substitute letter of credit, each drawing or payment made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto (although thereto. Upon any change in the Letter Revolving Loan Commitments or RL Percentages of the Lenders pursuant to Section 2.13 or 13.04(b), it is hereby agreed that, with respect to all outstanding Letters of Credit Fee will and Unpaid Drawings relating thereto, there shall be paid directly an automatic adjustment to the Administrative Agent for participations pursuant to this Section 3.04 to reflect the ratable account new RL Percentages of the L/C Participants assignor and assignee Lender, as provided in Section 4.1(b) and the L/C Participants shall have no right to receive any portion of any Fronting Fees)case may be. (b) In determining whether to pay under any Letter of Credit, no Letter of Credit Issuer Issuing Lender shall have any obligation relative to the L/C Participants other Lenders other than to confirm that any documents required to be delivered under such Letter of Credit appear to have been delivered and that they appear to substantially comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any Letter of Credit Issuer an Issuing Lender under or in connection with any Letter of Credit issued by itit shall not create for such Issuing Lender any resulting liability to the Borrower, any other Credit Party, any Lender or any other Person unless such action is taken or omitted through its to be taken with gross negligence or willful misconduct on the part of such Issuing Lender (as determined by a court of competent jurisdiction in a final and non-appealable judgment of a court of competent jurisdiction, shall not create any resulting liability for such Letter of Credit Issuerdecision). (c) In the event that any Letter of Credit Issuer an Issuing Lender makes any payment under any Letter of Credit issued by it and the Borrower shall not have repaid the reimbursed such amount in full to such Letter of Credit Issuer Issuing Lender pursuant to Section 3.4(a3.05(a), such Letter of Credit Issuer Issuing Lender shall promptly notify the Administrative Agent (who Agent, which shall in turn promptly notify each L/C Participant) Participant of the such failure, and each L/C Participant shall promptly and unconditionally pay to the Administrative Agent, for the account of such Letter of Credit Issuer, Issuing Lender the amount of the L/C such Participant’s Revolving Credit Commitment RL Percentage (determined as of the date of the notice referred to above) of the such unreimbursed payment in Dollars the currency of the respective Unpaid Drawing and in same day funds. If such Letter of Credit Issuer the Administrative Agent so notifies, prior to 11:00 a.m. 12:00 Noon (New York City time) on any Business Day, any L/C Participant required to fund a payment under a Letter of Credit, the L/C such Participant shall make available to the Administrative Agent for the account of respective Issuing Lender in Dollars or such Letter of Credit Issuer the L/C other currency, as applicable, such Participant’s Revolving Credit Commitment RL Percentage of the amount of the such payment on the such Business Day in same day funds. If and to the extent the L/C such Participant shall not have so made its Revolving Credit Commitment RL Percentage of the amount of the such payment available to the Administrative Agent for the account of respective Issuing Lender, such Letter of Credit Issuer, the L/C Participant agrees to pay to the Administrative Agent for the account of such Letter of Credit IssuerIssuing Lender, forthwith on demand, the demand such amount, together with interest thereon thereon, for each day from the such date until the date the such amount is paid to such Issuing Lender at the Administrative Agent overnight Federal Funds Rate (or in the case of amounts owed in Euros, at the Overnight Euro Rate) for the account of such Letter of Credit Issuer first three days and at the Federal Funds Effective Rateinterest rate applicable to Revolving Loans that are maintained as Base Rate Loans for each day thereafter. The failure of any L/C Participant to make available to the Administrative Agent for the account of a Letter of Credit Issuer the L/C Participant’s Revolving Credit Commitment an Issuing Lender its RL Percentage of any payment under any Letter of Credit issued by such Issuing Lender shall not relieve any other L/C Participant of its obligation hereunder to make available to the Administrative Agent for the account of such Letter of Credit Issuer the other L/C Participant’s Revolving Credit Commitment Issuing Lender its RL Percentage of any payment under the any Letter of Credit on the date required, as specified above, but no L/C Participant shall be responsible for the failure of any other L/C Participant to make available to the Administrative Agent the such Issuing Lender such other L/C Participant’s Revolving Credit Commitment RL Percentage of the any such payment. Notwithstanding the foregoing, the Administrative Agent shall be entitled to adjust the proportions of any of the foregoing amounts required to be paid by the L/C Participants to ensure that no L/C Participant’s Revolving Credit Exposure exceeds its Revolving Credit Commitment. (d) Whenever any Letter of Credit Issuer an Issuing Lender receives a payment in respect of an unpaid a reimbursement obligation as to which the Administrative Agent it has received for the account of such Letter of Credit Issuer any payments from the L/C Participants pursuant to paragraph clause (c) above, such Letter of Credit Issuer Issuing Lender shall pay to the Administrative Agent and the Administrative Agent shall promptly pay to each L/C such Participant that which has paid its applicable portion of such reimbursement obligationRL Percentage thereof, in Dollars (or in Euros or Sterling in the case of payments to be made in Euros or Sterling pursuant to Section 3.04(c)) and in same day funds, an amount equal to such L/C Participant’s share (based upon the proportionate aggregate amount originally funded by such L/C Participant to the aggregate amount funded by all L/C Participants) of the principal amount of such reimbursement obligation and interest thereon accruing after the purchase of the respective L/C Participationsparticipations. (e) Upon the request of any Participant, each Issuing Lender shall furnish to such Participant copies of any standby Letter of Credit issued by it and such other documentation as may reasonably be requested by such Participant. (f) The obligations of the L/C Participants to make payments to the Administrative Agent for the account of any Letter of Credit Issuer each Issuing Lender with respect to Letters of Credit issued by it shall be irrevocable and not subject to counterclaim, set-off or other defense or any other qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including including, without limitation, any of the following circumstances: (i) any lack of validity or enforceability of this AgreementAgreement or any of the other Credit Documents; (ii) the existence of any claim, set-offsetoff, defense or other right that which the Borrower or any of its Subsidiaries may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, any Letter of Credit IssuerParticipant, or any Lender or other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the Borrower or any Subsidiary of the Borrower and the beneficiary named in any such Letter of Credit); (iii) any draft, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of this Agreementany of the Credit Documents; or (v) the occurrence of any Default or Event of Default; provided that no L/C Participant shall be obligated to pay to the Administrative Agent for the account of any Letter of Credit Issuer such L/C Participant’s Revolving Credit Commitment Percentage of any unreimbursed amount arising from any wrongful payment made by such Letter of Credit Issuer under a Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Letter of Credit Issuer as determined by a final and non-appealable judgment of a court of competent jurisdiction.

Letter of Credit Participations. (ai) Immediately upon the issuance by any Letter of Credit Issuer Facing Agent of any Letter of Credit, such Letter of Credit Issuer Facing Agent shall be deemed to have sold and transferred to each Multicurrency Revolving Lender, other Lender that has a Revolving Credit Commitment than such Facing Agent (each such other Lender, in its capacity under this Section 3.32.10(e), an a “L/C LC Participant”), and each such L/C LC Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Letter of Credit IssuerFacing Agent, without recourse or warranty, an undivided interest and participation (each an “L/C Participation”)participation, to the extent of such L/C ParticipantMulticurrency Revolving Lender’s Revolving Credit Commitment Percentage from time to timeMulticurrency Revolver Pro Rata Share, in such Letter of Credit, each substitute letter of credit, each drawing Drawing made thereunder and the obligations of the Borrower Company under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto (although the Letter of Credit Fee will fees shall be paid payable directly to the Administrative Agent for the ratable account of the L/C Participants LC Participant as provided in Section 4.1(b2.10(g) and the L/C LC Participants shall have no right to receive any portion of the facing fees), and any Fronting Fees)security therefor or guaranty pertaining thereto. Upon any change in the Multicurrency Revolving Commitments of the Multicurrency Revolving Lenders, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating to Letters of Credit, there shall be an automatic adjustment pursuant to this Section 2.10(e) to reflect the new Multicurrency Revolver Pro Rata Share of the assignor and assignee Lender or of all Lenders with Multicurrency Revolving Commitments, as the case may be. (bii) In determining whether to pay under any Letter of Credit, no Letter of Credit Issuer such Facing Agent shall have any no obligation relative to the L/C LC Participants other than to confirm that any documents required to be delivered under such Letter of Credit appear to have been delivered and that they appear to comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any Letter of Credit Issuer Facing Agent under or in connection with any Letter of Credit issued by it, unless it if taken or omitted through in the absence of a bad faith breach of its material obligations hereunder, gross negligence or willful misconduct as determined by a final and non-appealable judgment of rendered by a court of competent jurisdiction, shall not create for such Facing Agent any resulting liability for such Letter of Credit Issuer. (c) In the event that any Letter of Credit Issuer makes any payment under any Letter of Credit issued by it and the Borrower shall not have repaid the amount in full to such Letter of Credit Issuer pursuant to Section 3.4(a), such Letter of Credit Issuer shall promptly notify the Administrative Agent (who shall in turn promptly notify each L/C Participant) of the failure, and each L/C Participant shall promptly and unconditionally pay to the Administrative Agent, for the account of such Letter of Credit Issuer, the amount of the L/C Participant’s Revolving Credit Commitment Percentage (determined as of the date of the notice referred to above) of the unreimbursed payment in Dollars and in same day funds. If such Letter of Credit Issuer so notifies, prior to 11:00 a.m. (New York time) on any Business Day, any L/C Participant required to fund a payment under a Letter of Credit, the L/C Participant shall make available to the Administrative Agent for the account of such Letter of Credit Issuer the L/C Participant’s Revolving Credit Commitment Percentage of the amount of the payment on the Business Day in same day funds. If and to the extent the L/C Participant shall not have so made its Revolving Credit Commitment Percentage of the amount of the payment available to the Administrative Agent for the account of such Letter of Credit Issuer, the L/C Participant agrees to pay to the Administrative Agent for the account of such Letter of Credit Issuer, forthwith on demand, the amount, together with interest thereon for each day from the date until the date the amount is paid to the Administrative Agent for the account of such Letter of Credit Issuer at the Federal Funds Effective Rate. The failure of any L/C Participant to make available to the Administrative Agent for the account of a Letter of Credit Issuer the L/C Participant’s Revolving Credit Commitment Percentage of any payment under any Letter of Credit shall not relieve any other L/C Participant of its obligation hereunder to make available to the Administrative Agent for the account of such Letter of Credit Issuer the other L/C Participant’s Revolving Credit Commitment Percentage of any payment under the Letter of Credit on the date required, as specified above, but no L/C Participant shall be responsible for the failure of any other L/C Participant to make available to the Administrative Agent the other L/C Participant’s Revolving Credit Commitment Percentage of the payment. Notwithstanding the foregoing, the Administrative Agent shall be entitled to adjust the proportions of any of the foregoing amounts required to be paid by the L/C Participants to ensure that no L/C Participant’s Revolving Credit Exposure exceeds its Revolving Credit Commitment. (d) Whenever any Letter of Credit Issuer receives a payment in respect of an unpaid reimbursement obligation as to which the Administrative Agent has received for the account of such Letter of Credit Issuer any payments from the L/C Participants pursuant to paragraph (c) above, such Letter of Credit Issuer shall pay to the Administrative Agent and the Administrative Agent shall promptly pay to each L/C Participant that has paid its applicable portion of such reimbursement obligation, in Dollars and in same day funds, an amount equal to such L/C Participant’s share (based upon the proportionate aggregate amount originally funded by such L/C Participant to the aggregate amount funded by all L/C Participants) of the principal amount of such reimbursement obligation and interest thereon accruing after the purchase of the respective L/C Participations. (e) The obligations of the L/C Participants to make payments to the Administrative Agent for the account of any Letter of Credit Issuer with respect to Letters of Credit issued by it shall be irrevocable and not subject to counterclaim, set-off or other defense Company or any other qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including any of the following circumstances: (i) any lack of validity or enforceability of this Agreement; (ii) the existence of any claim, set-off, defense or other right that the Borrower may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, any Letter of Credit Issuer, any Lender or other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the Borrower and the beneficiary named in any such Letter of Credit); (iii) any draft, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of this Agreement; or (v) the occurrence of any Default or Event of Default; provided that no L/C Participant shall be obligated to pay to the Administrative Agent for the account of any Letter of Credit Issuer such L/C Participant’s Revolving Credit Commitment Percentage of any unreimbursed amount arising from any wrongful payment made by such Letter of Credit Issuer under a Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Letter of Credit Issuer as determined by a final and non-appealable judgment of a court of competent jurisdictionLender.

Letter of Credit Participations. (a) Immediately upon the issuance by any Letter of Credit Issuer an Issuing Lender of any Letter of Credit, such Letter of Credit Issuer Issuing Lender shall be deemed to have sold and transferred to each other Lender that has a Revolving Credit Commitment (Lender, and each such other Lender, Lender (in its capacity under this Section 3.33.04, an a “L/C Participant”), and each such L/C Participant ) shall be deemed irrevocably and unconditionally to have purchased and received from such Letter of Credit IssuerIssuing Lender, without recourse or warranty, an undivided interest and participation (each an “L/C Participation”)participation, to the extent of such L/C Participant’s Revolving RL Percentage (plus, with respect to any Lender, any additional amount of Letter of Credit Commitment Percentage from time Exposure related to timesuch Letter of Credit that was allocated to such Lender pursuant to Section 2.14(b)(i)), in such Letter of Credit, each substitute letter of credit, each drawing or payment made thereunder and the obligations of the Borrower Agent under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto (although thereto. Upon any change in the Letter Revolving Loan Commitments or RL Percentages of the Lenders pursuant to Section 2.13, 2.15 or 13.04(b), it is hereby agreed that, with respect to all outstanding Letters of Credit Fee will and Unpaid Drawings relating thereto, there shall be paid directly an automatic adjustment to the Administrative Agent for participations pursuant to this Section 3.04 to reflect the ratable account new RL Percentages of the L/C Participants assignor and assignee Lender, as provided in Section 4.1(b) and the L/C Participants shall have no right to receive any portion of any Fronting Fees)case may be. (b) In determining whether to pay under any Letter of Credit, no Letter of Credit Issuer Issuing Lender shall have any obligation relative to the L/C Participants other Lenders other than to confirm that any documents required to be delivered under such Letter of Credit appear to have been delivered and that they appear to substantially comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any Letter of Credit Issuer an Issuing Lender under or in connection with any Letter of Credit issued by itit shall not create for such Issuing Lender any resulting liability to the Borrower Agent, any other Loan Party, any Lender or any other Person unless such action is taken or omitted through its to be taken with gross negligence or willful misconduct on the part of such Issuing Lender (as determined by a court of competent jurisdiction in a final and non-appealable judgment of a court of competent jurisdiction, shall not create any resulting liability for such Letter of Credit Issuerdecision). (c) In the event that any Letter of Credit Issuer an Issuing Lender makes any payment under any Letter of Credit issued by it and the Borrower Agent shall not have repaid the reimbursed such amount in full to such Letter of Credit Issuer Issuing Lender pursuant to Section 3.4(a3.05(a), such Letter of Credit Issuer Issuing Lender shall promptly notify the Administrative Agent (who Agent, which shall in turn promptly notify each L/C Participant) Participant of the such failure, and each L/C Participant shall promptly and unconditionally pay to such Issuing Lender the Administrative Agentamount of such Participant’s RL Percentage of such unreimbursed payment (plus, for the account with respect to any Lender, any additional amount of Letter of Credit Exposure related to such Letter of Credit Issuer, the amount of the L/C Participant’s Revolving Credit Commitment Percentage (determined as of the date of the notice referred that was allocated to abovesuch Lender pursuant to Section 2.14(b)(i)) of the unreimbursed payment in Dollars and in same day funds. If such Letter of Credit Issuer the Administrative Agent so notifies, prior to 11:00 a.m. 12:00 Noon (New York City time) on any Business Day, any L/C Participant required to fund a payment under a Letter of Credit, the L/C such Participant shall make available to the Administrative Agent for the account of respective Issuing Lender in Dollars such Letter of Credit Issuer the L/C Participant’s Revolving Credit Commitment RL Percentage of the amount of the such payment (plus, with respect to any Lender, any additional amount of Letter of Credit Exposure related to such Letter of Credit that was allocated to such Lender pursuant to Section 2.14(b)(i)) on the such Business Day in same day funds. If and to the extent the L/C such Participant shall not have so made its Revolving Credit Commitment RL Percentage of the amount of the such payment available (plus, with respect to the Administrative Agent for the account any Lender, any additional amount of Letter of Credit Exposure related to such Letter of Credit Issuerthat was allocated to such Lender pursuant to Section 2.14(b)(i)) available to the respective Issuing Lender, the L/C such Participant agrees to pay to the Administrative Agent for the account of such Letter of Credit IssuerIssuing Lender, forthwith on demand, the demand such amount, together with interest thereon thereon, for each day from the such date until the date the such amount is paid to the Administrative Agent for the account of such Letter of Credit Issuer Issuing Lender at the overnight Federal Funds Effective RateRate for the first three days and at the interest rate applicable to Loans that are maintained as ABR Loans for each day thereafter. The failure of any L/C Participant to make available to the Administrative Agent for the account of a Letter of Credit Issuer the L/C Participant’s Revolving Credit Commitment an Issuing Lender its RL Percentage of any payment under any Letter of Credit issued by such Issuing Lender (plus, with respect to any Lender, any additional amount of Letter of Credit Exposure related to such Letter of Credit that was allocated to such Lender pursuant to Section 2.14(b)(i)) shall not relieve any other L/C Participant of its obligation hereunder to make available to the Administrative Agent for the account of such Letter of Credit Issuer the other L/C Participant’s Revolving Credit Commitment Issuing Lender its RL Percentage of any payment under the any Letter of Credit (plus, with respect to any Lender, any additional amount of Letter of Credit Exposure related to such Letter of Credit that was allocated to such Lender pursuant to Section 2.14(b)(i)) on the date required, as specified above, but no L/C Participant shall be responsible for the failure of any other L/C Participant to make available to the Administrative Agent the such Issuing Lender such other L/C Participant’s Revolving Credit Commitment RL Percentage of the any such payment. Notwithstanding the foregoing, the Administrative Agent shall be entitled to adjust the proportions of any of the foregoing amounts required to be paid by the L/C Participants to ensure that no L/C Participant’s Revolving Credit Exposure exceeds its Revolving Credit Commitment. (d) Whenever any Letter of Credit Issuer an Issuing Lender receives a payment in respect of an unpaid a reimbursement obligation as to which the Administrative Agent it has received for the account of such Letter of Credit Issuer any payments from the L/C Participants pursuant to paragraph clause (c) above, such Issuing Lender shall pay to each such Participant which has paid its RL Percentage thereof (plus, with respect to any Lender, any additional amount of Letter of Credit Issuer shall pay Exposure related to the Administrative Agent and the Administrative Agent shall promptly pay such Letter of Credit that was allocated to each L/C Participant that has paid its applicable portion of such reimbursement obligationLender pursuant to Section 2.14(b)(i)), in Dollars and in same day funds, an amount equal to such L/C Participant’s share (based upon the proportionate aggregate amount originally funded by such L/C Participant to the aggregate amount funded by all L/C Participants) of the principal amount of such reimbursement obligation and interest thereon accruing after the purchase of the respective L/C Participationsparticipations. (e) Upon the request of any Participant, each Issuing Lender shall furnish to such Participant copies of any standby Letter of Credit issued by it and such other documentation as may reasonably be requested by such Participant. (f) The obligations of the L/C Participants to make payments to the Administrative Agent for the account of any Letter of Credit Issuer each Issuing Lender with respect to Letters of Credit issued by it shall be irrevocable and not subject to counterclaim, set-off or other defense or any other qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including including, without limitation, any of the following circumstances: (i) any lack of validity or enforceability of this AgreementAgreement or any of the other Loan Documents; (ii) the existence of any claim, set-offsetoff, defense or other right that which any Parent Guarantor, the Borrower Agent or any of their Subsidiaries may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, any Letter of Credit IssuerParticipant, or any Lender or other Person, whether in connection with this Agreement, any Letter of Credit, the transactions transaction contemplated herein or any unrelated transactions transaction (including any underlying transaction between any Parent Guarantor, the Borrower Agent or any Subsidiary of a Parent Guarantor or the Borrower Agent and the beneficiary named in any such Letter of Credit); (iii) any draft, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of this Agreementany of the Loan Documents; or (v) the occurrence of any Default or Event of Default; provided that no L/C Participant shall be obligated to pay to the Administrative Agent for the account of any Letter of Credit Issuer such L/C Participant’s Revolving Credit Commitment Percentage of any unreimbursed amount arising from any wrongful payment made by such Letter of Credit Issuer under a Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Letter of Credit Issuer as determined by a final and non-appealable judgment of a court of competent jurisdiction.

Letter of Credit Participations. (a) Immediately upon the issuance by any the Letter of Credit Issuer of any Letter of Credit, such the Letter of Credit Issuer shall be deemed to have sold and transferred to each other Lender that has a Revolving Credit Commitment Lender (each such other Revolving Credit Lender, in its capacity under this Section 3.3, an “L/C Participant”), and each such L/C Participant shall be deemed irrevocably and unconditionally to have purchased and received from such the Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation (each an “L/C Participation”), to the extent of such L/C Participant’s Revolving Credit Commitment Percentage from time to time, in such each Letter of Credit, each substitute letter of credittherefor, each drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto (although thereto; provided that the Letter of Credit Fee Fees will be paid directly to the Revolver Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and the L/C Participants shall have no right to receive any portion of any Fronting Fees). (b) In determining whether to pay under any Letter of Credit, no the relevant Letter of Credit Issuer shall have any no obligation relative to the L/C Participants other than to confirm that any documents required to be delivered under such Letter of Credit have been delivered and that they appear to comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any the relevant Letter of Credit Issuer under or in connection with any Letter of Credit issued by it, unless if taken or omitted through its in the absence of gross negligence or willful misconduct as determined by a in the final and non-appealable judgment of a court of competent jurisdiction, shall not create any resulting liability for such the Letter of Credit IssuerIssuer any resulting liability. (c) In the event that any the Letter of Credit Issuer makes any payment under any Letter of Credit issued by it and the Borrower shall not have repaid the such amount in full to such the respective Letter of Credit Issuer through the Revolver Administrative Agent pursuant to Section 3.4(a), such Letter of Credit Issuer shall promptly notify the Revolver Administrative Agent (who shall in turn promptly notify each L/C Participant) Participant of the such failure, and each L/C Participant shall promptly and unconditionally pay to the Revolver Administrative Agent, Agent for the account of such the Letter of Credit Issuer, the amount of the L/C Participant’s Revolving Credit Commitment Percentage (determined as of the date of the notice referred to above) of the unreimbursed payment in Dollars and in same day funds. If such Letter of Credit Issuer so notifies, prior to 11:00 a.m. (New York time) on any Business Day, any L/C Participant required to fund a payment under a Letter of Credit, the L/C Participant shall make available to the Administrative Agent for the account of such Letter of Credit Issuer the L/C Participant’s Revolving Credit Commitment Percentage of the amount Dollar Equivalent of the such unreimbursed payment on the Business Day in same day Dollars and in immediately available funds. If and to the extent the such L/C Participant shall not have so made its Revolving Credit Commitment Percentage of the amount of the such payment available to the Revolver Administrative Agent for the account of such the Letter of Credit Issuer, the such L/C Participant agrees to pay to the Revolver Administrative Agent for the account of such the Letter of Credit Issuer, forthwith on demand, the such amount, together with interest thereon for each day from the such date until the date the such amount is paid to the Revolver Administrative Agent for the account of such the Letter of Credit Issuer at a rate per annum equal to the Federal Funds Effective RateOvernight Rate from time to time then in effect, plus any administrative, processing or similar fees that are reasonably and customarily charged by the Letter of Credit Issuer in connection with the foregoing. The failure of any L/C Participant to make available to the Revolver Administrative Agent for the account of a the Letter of Credit Issuer the L/C Participant’s its Revolving Credit Commitment Percentage of any payment under any Letter of Credit shall not relieve any other L/C Participant of its obligation hereunder to make available to the Revolver Administrative Agent for the account of such the Letter of Credit Issuer the other L/C Participant’s its Revolving Credit Commitment Percentage of any payment under the such Letter of Credit on the date required, as specified above, but no L/C Participant shall be responsible for the failure of any other L/C Participant to make available to the Revolver Administrative Agent the such other L/C Participant’s Revolving Credit Commitment Percentage of the any such payment. Notwithstanding the foregoing, the Administrative Agent shall be entitled to adjust the proportions of any of the foregoing amounts required to be paid by the L/C Participants to ensure that no L/C Participant’s Revolving Credit Exposure exceeds its Revolving Credit Commitment. (d) Whenever any Letter of Credit Issuer the Revolver Administrative Agent receives a payment from the Borrower in respect of an unpaid reimbursement obligation as to which the Revolver Administrative Agent has received for the account of such the Letter of Credit Issuer any payments from the L/C Participants pursuant to paragraph clause (c) above, such Letter of Credit Issuer shall pay to the Administrative Agent and the Revolver Administrative Agent shall promptly pay to each L/C Participant that has paid its applicable portion Revolving Credit Commitment Percentage of such reimbursement obligation, in Dollars and in same day immediately available funds, an amount equal to such L/C Participant’s share (based upon the proportionate aggregate amount originally funded by such L/C Participant to the aggregate amount funded by all L/C Participants) of the principal Dollar Equivalent of the amount so paid in respect of such reimbursement obligation and interest thereon accruing after the purchase of the respective L/C ParticipationsParticipations at the Overnight Rate. (e) The obligations of the L/C Participants to make payments to the Revolver Administrative Agent for the account of any a Letter of Credit Issuer with respect to Letters of Credit issued by it shall be irrevocable and not subject to counterclaim, set-set off or other defense or any other qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including any of the following circumstances:. (if) If any lack of validity or enforceability of this Agreement; (ii) payment received by the existence of any claim, set-off, defense or other right that the Borrower may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, any Letter of Credit Issuer, any Lender or other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the Borrower and the beneficiary named in any such Letter of Credit); (iii) any draft, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of this Agreement; or (v) the occurrence of any Default or Event of Default; provided that no L/C Participant shall be obligated to pay to the Revolver Administrative Agent for the account of any a Letter of Credit Issuer such L/C Participant’s Revolving Credit Commitment Percentage pursuant to Section 3.4(a) is required to be returned under any of the circumstances described in Section 3.4(c) (including pursuant to any unreimbursed amount arising from any wrongful payment made settlement entered into by such Letter of Credit Issuer under a Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence on in its discretion), each Lender shall pay to the part Revolver Administrative Agent for the account of such Letter of Credit Issuer as determined its Revolving Credit Commitment Percentage thereof on demand of the Revolver Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a final rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and non-appealable judgment the termination of a court of competent jurisdictionthis Agreement.

Letter of Credit Participations. (a) Immediately upon the issuance by any the Letter of Credit Issuer of any Letter of Credit, such the Letter of Credit Issuer shall be deemed to have sold and transferred to each other Lender that has a Revolving Credit Commitment (each such other Lender, in its capacity under this Section 3.3, an “L/C Participant”)RL Bank, and each such L/C Participant RL Bank (each, a "Participant") shall be deemed irrevocably and unconditionally to have purchased and received from such the Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation (each an “L/C Participation”)participation, to the extent of such L/C Participant’s Revolving Credit Commitment Percentage from time to time's RL Percentage, in such Letter of Credit, each substitute letter Letter of creditCredit, each drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto (although the Letter of Credit Fee will Fees shall be paid payable directly to the Administrative Agent for the ratable account of the L/C Participants XX Xxxxx as provided in Section 4.1(b3.01(b) and the L/C Participants shall have no right to receive any portion of any Fronting Facing Fees)) and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments of the XX Xxxxx pursuant to Section 1.13 or 12.04(b) or otherwise, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings, there shall be an automatic adjustment to the participations pursuant to this Section 2.04 to reflect the new RL Percentages of the assigning and assignee Banks. (b) In determining whether to pay under any Letter of Credit, no the Letter of Credit Issuer shall not have any obligation relative to the L/C Participants other than to confirm determine that any documents required to be delivered under such Letter of Credit have been delivered and that they appear to substantially comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any the Letter of Credit Issuer under or in connection with any Letter of Credit issued by it, unless it if taken or omitted through its in the absence of gross negligence or willful misconduct as determined by a final and non-appealable judgment of a court of competent jurisdictionmisconduct, shall not create any resulting liability for such the Letter of Credit IssuerIssuer any resulting liability. (c) In the event that any the Letter of Credit Issuer makes any payment under any Letter of Credit issued by it and the Borrower shall not have repaid the reimbursed such amount in full to such the Letter of Credit Issuer pursuant to Section 3.4(a2.03(a), such the Letter of Credit Issuer shall promptly notify the Administrative Agent, and the Administrative Agent (who shall in turn promptly notify each L/C Participant) Participant of the such failure, and each L/C Participant shall promptly and unconditionally pay to the Administrative Agent, Agent for the account of such the Letter of Credit Issuer, the amount of the L/C such Participant’s Revolving Credit Commitment 's RL Percentage (determined as of the date of the notice referred to above) of the unreimbursed such payment in U.S. Dollars and in same day funds. If ; provided, however, that no Participant shall be obligated to pay to the Administrative Agent its RL Percentage of such unreimbursed amount for any wrongful payment made by the Letter of Credit Issuer under a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the Letter of Credit Issuer. If the Administrative Agent so notifies, notifies any Participant required to fund a payment under a Letter of Credit prior to 11:00 a.m. A.M. (New York time) on any Business Day, any L/C Participant required to fund a payment under a Letter of Credit, the L/C such Participant shall make available to the Administrative Agent for the account of such the Letter of Credit Issuer the L/C such Participant’s Revolving Credit Commitment 's RL Percentage of the amount of the such payment on the such Business Day in same day funds. If and to the extent the L/C such Participant shall not have so made its Revolving Credit Commitment RL Percentage of the amount of the such payment available to the Administrative Agent for the account of such the Letter of Credit Issuer, the L/C such Participant agrees to pay to the Administrative Agent for the account of such the Letter of Credit Issuer, forthwith on demand, the demand such amount, together with interest thereon thereon, for each day from the such date until the date the such amount is paid to the Administrative Agent for the account of such the Letter of Credit Issuer at the overnight Federal Funds Effective Rate. The failure of any L/C Participant to make available to the Administrative Agent for the account of a the Letter of Credit Issuer the L/C Participant’s Revolving Credit Commitment its RL Percentage of any payment under any Letter of Credit issued by it shall not relieve any other L/C Participant of its obligation hereunder to make available to the Administrative Agent for the account of such the Letter of Credit Issuer the other L/C Participant’s Revolving Credit Commitment its RL Percentage of any payment under any the Letter of Credit on the date required, as specified above, but no L/C Participant shall be responsible for the failure of any other L/C Participant to make available to the Administrative Agent for the account of the Letter of Credit Issuer such other L/C Participant’s Revolving Credit Commitment 's RL Percentage of the any such payment. Notwithstanding the foregoing, the Administrative Agent shall be entitled to adjust the proportions of any of the foregoing amounts required to be paid by the L/C Participants to ensure that no L/C Participant’s Revolving Credit Exposure exceeds its Revolving Credit Commitment. (d) Whenever any the Letter of Credit Issuer receives a payment in respect of an unpaid a reimbursement obligation as to which the Administrative Agent has received for the account of such the Letter of Credit Issuer any payments from the L/C Participants pursuant to paragraph clause (c) above, such the Letter of Credit Issuer shall promptly pay to the Administrative Agent and the Administrative Agent shall promptly pay to each L/C Participant that which has paid its applicable portion of such reimbursement obligationRL Percentage thereof, in U.S. Dollars and in same day funds, an amount equal to such L/C Participant’s share (based upon the proportionate aggregate amount originally funded by such L/C Participant to the aggregate amount funded by all L/C Participants) 's RL Percentage of the principal amount of such reimbursement obligation thereof and interest thereon accruing after the purchase of the respective L/C Participationsparticipations. (e) The obligations of the L/C Participants to make payments to the Administrative Agent for the account of any the Letter of Credit Issuer with respect to Letters of Credit issued by it shall be irrevocable and not subject to counterclaim, set-off or other defense or any other qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including including, without limitation, any of the following circumstances: (i) any lack of validity or enforceability of this AgreementAgreement or any of the other Credit Documents; (ii) the existence of any claim, set-off, defense or other right that which the Borrower or any of its Subsidiaries may have at any time against a beneficiary named in a Letter of Credit, any transferee of any the Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, any the Letter of Credit Issuer, any Lender Bank, or other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the Borrower or any of its Subsidiaries and the beneficiary named in any such Letter of Credit); (iii) any draft, certificate or any other document presented under any the Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of this Agreementany of the Credit Documents; or (v) the occurrence of any Default or Event of Default; provided that no L/C Participant shall be obligated to pay to the Administrative Agent for the account of any Letter of Credit Issuer such L/C Participant’s Revolving Credit Commitment Percentage of any unreimbursed amount arising from any wrongful payment made by such Letter of Credit Issuer under a Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Letter of Credit Issuer as determined by a final and non-appealable judgment of a court of competent jurisdiction.

Letter of Credit Participations. (a) Immediately upon the issuance by any Letter of Credit Issuer an Issuing Lender of any Letter of Credit, such Letter of Credit Issuer Issuing Lender shall be deemed to have sold and transferred to each other Lender that has a Revolving Credit Commitment (RL Lender, and each such other Lender, RL Lender (in its capacity under this Section 3.33.04, an a “L/C Participant”), and each such L/C Participant ) shall be deemed irrevocably and unconditionally to have purchased and received from such Letter of Credit IssuerIssuing Lender, without recourse or warranty, an undivided interest and participation (each an “L/C Participation”)participation, to the extent of such L/C Participant’s Revolving Credit Commitment Percentage from time to timeRL Percentage, in such Letter of Credit, each substitute letter of credit, each drawing or payment made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto (although thereto. Upon any change in the Letter Revolving Loan Commitments or RL Percentages of the Lenders pursuant to Section 2.12 or 13.04(b), it is hereby agreed that, with respect to all outstanding Letters of Credit Fee will and Unpaid Drawings relating thereto, there shall be paid directly an automatic adjustment to the Administrative Agent for participations pursuant to this Section 3.04 to reflect the ratable account new RL Percentages of the L/C Participants assignor and assignee Lender, as provided in Section 4.1(b) and the L/C Participants shall have no right to receive any portion of any Fronting Fees)case may be. (b) In determining whether to pay under any Letter of Credit, no Letter of Credit Issuer Issuing Lender shall have any obligation relative to the L/C Participants other Lenders other than to confirm that any documents required to be delivered under such Letter of Credit appear to have been delivered and that they appear to substantially comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any Letter of Credit Issuer an Issuing Lender under or in connection with any Letter of Credit issued by itit shall not create for such Issuing Lender any resulting liability to the Borrower, any other Credit Party, any Lender or any other Person unless such action is taken or omitted through its to be taken with gross negligence or willful misconduct on the part of such Issuing Lender (as determined by a court of competent jurisdiction in a final and non-appealable judgment of a court of competent jurisdiction, shall not create any resulting liability for such Letter of Credit Issuerdecision). (c) In the event that any Letter of Credit Issuer an Issuing Lender makes any payment under any Letter of Credit issued by it and the Borrower shall not have repaid the reimbursed such amount in full to such Letter of Credit Issuer Issuing Lender pursuant to Section 3.4(a3.05(a), such Letter of Credit Issuer Issuing Lender shall promptly notify the Administrative Agent (who Agent, which shall in turn promptly notify each L/C Participant) Participant of the such failure, and each L/C Participant shall promptly and unconditionally pay to the Administrative Agent, for the account of such Letter of Credit Issuer, Issuing Lender the amount of the L/C such Participant’s Revolving Credit Commitment RL Percentage (determined as of the date of the notice referred to above) of the such unreimbursed payment in Dollars and in same day funds. If such Letter of Credit Issuer the Administrative Agent so notifies, prior to 11:00 a.m. 12:00 Noon (New York time) on any Business Day, any L/C Participant required to fund a payment under a Letter of Credit, the L/C such Participant shall make available to the Administrative Agent for the account of respective Issuing Lender in Dollars such Letter of Credit Issuer the L/C Participant’s Revolving Credit Commitment RL Percentage of the amount of the such payment on the such Business Day in same day funds. If and to the extent the L/C such Participant shall not have so made its Revolving Credit Commitment RL Percentage of the amount of the such payment available to the Administrative Agent for the account of respective Issuing Lender, such Letter of Credit Issuer, the L/C Participant agrees to pay to the Administrative Agent for the account of such Letter of Credit IssuerIssuing Lender, forthwith on demand, the demand such amount, together with interest thereon thereon, for each day from the such date until the date the such amount is paid to such Issuing Lender at the Administrative Agent overnight Federal Funds Rate for the account of such Letter of Credit Issuer first three days and at the Federal Funds Effective Rateinterest rate applicable to Revolving Loans that are maintained as Base Rate Loans for each day thereafter. The failure of any L/C Participant to make available to the Administrative Agent for the account of a Letter of Credit Issuer the L/C Participant’s Revolving Credit Commitment an Issuing Lender its RL Percentage of any payment under any Letter of Credit issued by such Issuing Lender shall not relieve any other L/C Participant of its obligation hereunder to make available to the Administrative Agent for the account of such Letter of Credit Issuer the other L/C Participant’s Revolving Credit Commitment Issuing Lender its RL Percentage of any payment under the any Letter of Credit on the date required, as specified above, but no L/C Participant shall be responsible for the failure of any other L/C Participant to make available to the Administrative Agent the such Issuing Lender such other L/C Participant’s Revolving Credit Commitment RL Percentage of the any such payment. Notwithstanding the foregoing, the Administrative Agent shall be entitled to adjust the proportions of any of the foregoing amounts required to be paid by the L/C Participants to ensure that no L/C Participant’s Revolving Credit Exposure exceeds its Revolving Credit Commitment. (d) Whenever any Letter of Credit Issuer an Issuing Lender receives a payment in respect of an unpaid a reimbursement obligation as to which the Administrative Agent it has received for the account of such Letter of Credit Issuer any payments from the L/C Participants pursuant to paragraph clause (c) above, such Letter of Credit Issuer Issuing Lender shall pay to the Administrative Agent and the Administrative Agent shall promptly pay to each L/C such Participant that which has paid its applicable portion of such reimbursement obligationRL Percentage thereof, in Dollars and in same day funds, an amount equal to such L/C Participant’s share (based upon the proportionate aggregate amount originally funded by such L/C Participant to the aggregate amount funded by all L/C Participants) of the principal amount of such reimbursement obligation and interest thereon accruing after the purchase of the respective L/C Participationsparticipations. (e) Upon the request of any Participant, each Issuing Lender shall furnish to such Participant copies of any standby Letter of Credit issued by it and such other documentation as may reasonably be requested by such Participant. (f) The obligations of the L/C Participants to make payments to the Administrative Agent for the account of any Letter of Credit Issuer each Issuing Lender with respect to Letters of Credit issued by it shall be irrevocable and not subject to counterclaim, set-off or other defense or any other qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including any of the following circumstances: (i) any lack of validity or enforceability of this AgreementAgreement or any of the other Credit Documents; (ii) the existence of any claim, set-offsetoff, defense or other right that which the Borrower or any of its Subsidiaries may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, any Letter of Credit IssuerParticipant, or any Lender or other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the Borrower or any Subsidiary and the beneficiary named in any such Letter of Credit); (iii) any draft, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of this Agreementany of the Credit Documents; or (v) the occurrence of any Default or Event of Default; provided that no L/C Participant shall be obligated to pay to the Administrative Agent for the account of any Letter of Credit Issuer such L/C Participant’s Revolving Credit Commitment Percentage of any unreimbursed amount arising from any wrongful payment made by such Letter of Credit Issuer under a Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Letter of Credit Issuer as determined by a final and non-appealable judgment of a court of competent jurisdiction.

Letter of Credit Participations. (a) Immediately upon the issuance by any Letter of Credit Issuer of any a Letter of Credit, such Letter of Credit Issuer shall be deemed to have sold and transferred to each other Lender that has Bank with a Revolving Credit Commitment Commitment, and each such Bank (each such other Lender, in its capacity under this Section 3.3, an “L/C Participant”), and each such L/C Participant ) shall be deemed irrevocably and unconditionally to have purchased and received from such Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation (each an “L/C Participation”)participation, to the extent of such L/C ParticipantBank’s Revolving Credit Commitment Percentage from time to timeRevolver Percentage, in such Letter of Credit, each substitute letter of credit, each drawing payment made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto (although the Letter of Credit Fee will shall be paid payable directly to the Administrative Agent for the ratable account of the L/C Participants Banks as provided in Section 4.1(b2.7(b) and the L/C Participants shall have no right to receive any portion of any Fronting Fees) and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Credit Commitments or Revolver Percentages of the Banks pursuant to Section 2.16 or 10.6(c), it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings, there shall be an automatic adjustment to the participations pursuant to this Section 2A.5 to reflect the new Revolver Percentages of the Banks. (b) In determining whether to pay under any Letter of Credit, no the respective Letter of Credit Issuer shall not have any obligation relative to the L/C Participants other than to confirm determine that any documents required to be delivered under such Letter of Credit have been delivered and that they appear to substantially comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any Letter of Credit Issuer under or in connection with any Letter of Credit issued by it, unless if taken or omitted through its in the absence of gross negligence or willful misconduct (as determined by a final and non-appealable judgment of a court of competent jurisdiction, ) shall not create any resulting liability for such Letter of Credit IssuerIssuer any resulting liability. (c) In the event that any the respective Letter of Credit Issuer makes any payment under any Letter of Credit issued by it and the Borrower shall not have repaid the reimbursed such amount in full to such Letter of Credit Issuer pursuant to Section 3.4(a2A.4(a), such Letter of Credit Issuer shall promptly notify the Administrative Agent, and the Administrative Agent (who shall in turn promptly notify each L/C Participant) Participant of the such failure, and each L/C Participant shall promptly and unconditionally pay to the Administrative Agent, Agent for the account of such Letter of Credit Issuer, the amount of the such L/C Participant’s Revolving Credit Commitment Revolver Percentage (determined as of the date of the notice referred to above) of the unreimbursed such payment in Dollars the currency of such payment and in same day funds. If ; provided, however, that no L/C Participant shall be obligated to pay to the Administrative Agent its Revolver Percentage of such unreimbursed amount for any wrongful payment made by such Letter of Credit Issuer under a Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence (as determined by a court of competent jurisdiction) on the part of such Letter of Credit Issuer. If the Administrative Agent so notifies, notifies any L/C Participant required to fund an Unpaid Drawing under a Letter of Credit prior to 11:00 a.m. 1:00 p.m. (New York time) on any Business Day, any L/C Participant required to fund a payment under a Letter of Credit, the such L/C Participant shall make available to the Administrative Agent for the account of such the respective Letter of Credit Issuer (which funds the L/C Administrative Agent shall promptly forward to the Letter of Credit Issuer) such Participant’s Revolving Credit Commitment Revolver Percentage of the amount of the such payment on the such Business Day in same day funds. If and to the extent the such L/C Participant shall not have so made its Revolving Credit Commitment Revolver Percentage of the amount of the payment such Unpaid Drawing available to the Administrative Agent for the account of such Letter of Credit Issuer, the such L/C Participant agrees to pay to the Administrative Agent for the account of such Letter of Credit Issuer, forthwith on demand, the demand such amount, together with interest thereon thereon, for each day from the such date until the date the such amount is paid to the Administrative Agent for the account of such Letter of Credit Issuer at the Federal Funds Effective Rate for the first two (2) Business Days after such payment by such Bank is due, and thereafter, at the Base Rate. The failure of any L/C Participant to make available to the Administrative Agent for the account of a the respective Letter of Credit Issuer the L/C Participant’s Revolving Credit Commitment its Revolver Percentage of any payment Unpaid Drawing under any Letter of Credit shall not relieve any other L/C Participant of its obligation hereunder to make available to the Administrative Agent for the account of such the respective Letter of Credit Issuer the other L/C Participant’s Revolving Credit Commitment its Revolver Percentage of any payment under the any Letter of Credit on the date required, as specified above, but no L/C Participant shall be responsible for the failure of any other L/C Participant to make available to the Administrative Agent for the account of such Letter of Credit Issuer such other L/C Participant’s Revolving Credit Commitment Revolver Percentage of the any such payment. Notwithstanding the foregoing, the Administrative Agent shall be entitled to adjust the proportions of any of the foregoing amounts required to be paid by the L/C Participants to ensure that no L/C Participant’s Revolving Credit Exposure exceeds its Revolving Credit Commitment. (d) Whenever any the respective Letter of Credit Issuer receives a payment in respect of an unpaid a reimbursement obligation as to which the Administrative Agent has received for the account of such Letter of Credit Issuer any payments from the L/C Participants pursuant to paragraph clause (c) above, such Letter of Credit Issuer shall pay to the Administrative Agent and the Administrative Agent shall promptly pay to each L/C Participant that which has paid its applicable portion of such reimbursement obligationRevolver Percentage thereof, in Dollars the applicable currency, and in same day funds, an amount equal to such L/C Participant’s share (based upon the proportionate aggregate amount originally funded by such L/C Participant to the aggregate amount funded by all L/C Participants) Revolver Percentage of the principal amount of such reimbursement obligation thereof and interest thereon accruing after at the purchase of the respective L/C ParticipationsFederal Funds Rate. (e) The obligations of the L/C Participants to make payments to the Administrative Agent for the account of any the respective Letter of Credit Issuer with respect to Letters of Credit issued by it shall be irrevocable and not subject to counterclaim, set-off set‑off or other defense or any other qualification or exception whatsoever (provided that no L/C Participant shall be required to make payments resulting from the Letter of Credit Issuer’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction)) and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including including, without limitation, any of the following circumstances: (i) any lack of validity or enforceability of this AgreementAgreement or any of the other Credit Documents; (ii) the existence of any claim, set-offset‑off, defense or other right that which the Borrower or any of its Subsidiaries may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, any the respective Letter of Credit Issuer, any Lender Bank or other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the Borrower or any of its Subsidiaries and the beneficiary named in any such Letter of Credit); (iii) any draft, certificate or any other document presented under any the Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of this Agreementany of the Credit Documents; or (v) the occurrence of any Default Default. (f) To the extent the respective Letter of Credit Issuer is not indemnified for same by the Borrower, the L/C Participants will reimburse and indemnify the Letter of Credit Issuer, in proportion to their respective Revolver Percentages, for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or Event disbursements of Defaultwhatsoever kind or nature which may be imposed on, asserted against or incurred by such Letter of Credit Issuer in performing its respective duties in any way relating to or arising out of its issuance of Letters of Credit; provided that no L/C Participant shall be obligated to pay to the Administrative Agent liable for the account any portion of any Letter of Credit Issuer such L/C Participant’s Revolving Credit Commitment Percentage of any unreimbursed amount arising liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from any wrongful payment made by such Letter of Credit Issuer under a Letter of Credit as a result of acts Issuer’s gross negligence or omissions constituting willful misconduct or gross negligence on the part of such Letter of Credit Issuer (as determined by a final and non-appealable judgment of a court of competent jurisdiction).

Letter of Credit Participations. (a) Immediately upon the issuance by any Letter of Credit Issuer the respective Issuing Bank of any Letter of Credit, such Letter of Credit Issuer Issuing Bank shall be deemed to have sold and transferred to (i) in the case of a Domestic Dollar Letter of Credit, each RL Lender (other than such Issuing Bank) and (ii) in the case of an Alternate Currency Letter of Credit, each Alternate Currency RL Lender that has a (other than such Issuing Bank) with an Alternate Currency Revolving Loan Sub-Commitment relating to the respective Alternate Currency Revolving Loan Sub-Tranche under which such Alternate Currency Letter of Credit Commitment was issued (each such other LenderLender with respect to any Letter of Credit, in its capacity under this Section 3.32.04, an a “L/C Participant”), and each such L/C Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Letter of Credit IssuerIssuing Bank, without recourse or warranty, an undivided interest and participation (each an “L/C Participation”), to the extent of such L/C Participant’s Revolving Credit Commitment Percentage from time to timeparticipation, in such a percentage equal to (x) in the case of a Domestic Dollar Letter of Credit, each substitute letter such Participant’s Domestic RL Dollar Percentage or (y) in the case of creditan Alternate Currency Letter of Credit, such Participant’s relevant Alternate Currency RL Percentage, in such Domestic Dollar Letter of Credit or Alternate Currency Letter of Credit, as the case may be, each drawing or payment made thereunder and the obligations of the Borrower respective Account Party under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto (although the Letter of Credit Fee will Fees shall be paid directly to the Administrative Agent for the ratable account of the L/C Participants RL Lenders or the relevant Alternate Currency RL Lenders as provided in Section 4.1(b3.01(b) and the L/C Participants shall have no right to receive any portion of any Fronting FeesFacing Fees with respect to any such Letters of Credit); provided that, upon the occurrence of a Sharing Event, the participations described above shall be automatically adjusted so that each RL Lender shall have a participation in all then outstanding Letters of Credit (whether a Domestic Dollar Letter of Credit or an Alternate Currency Letter of Credit), and related obligations as described above, in a percentage equal to its RL Percentage (which adjustments shall occur concurrently with the adjustments described in Section 1.17). Upon any change in the Revolving Loan Commitments, Domestic Dollar Revolving Loan Sub-Commitments, Alternate Currency Revolving Loan Sub-Commitments, Domestic RL Dollar Percentages or relevant Alternate Currency RL Percentages of the RL Lenders pursuant to this Agreement (or in the circumstances provided in the proviso to the immediately preceding sentence, the RL Percentages of the RL Lenders pursuant to this Agreement), it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings, there shall be an automatic adjustment to the participations pursuant to this Section 2.04 to reflect the new Domestic RL Dollar Percentages or relevant Alternate Currency RL Percentages or, in the circumstances described in the proviso to the immediately preceding sentence, the RL Percentages of the various RL Lenders. (b) In determining whether to pay under any Letter of Credit, no Letter of Credit Issuer the respective Issuing Bank shall have any no obligation relative to the L/C Participants or any other Lenders other than to confirm that any documents required to be delivered under such Letter of Credit appear to have been delivered and that they appear to substantially comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any Letter of Credit Issuer Issuing Bank under or in connection with any Letter of Credit issued by it, unless if taken or omitted through its in the absence of gross negligence or willful misconduct (as finally determined by a final and non-appealable judgment of a court of competent jurisdiction), shall not create for such Issuing Bank any resulting liability for such Letter of to any Account Party, any other Credit IssuerParty, any Lender or any other Person. (c) In the event that If any Letter of Credit Issuer Issuing Bank makes any payment under any Letter of Credit issued by it and the Borrower respective Account Party shall not have repaid the reimbursed such amount in full to such Letter of Credit Issuer Issuing Bank pursuant to Section 3.4(a2.05(a), such Letter of Credit Issuer Issuing Bank shall promptly notify the Administrative Agent, and the Administrative Agent (who shall in turn promptly notify each L/C Participant) Participant of the such failure, and each L/C Participant shall promptly and unconditionally pay to the Administrative Agent, Agent for the account benefit of such Letter of Credit Issuer, Issuing Bank the amount of the L/C such Participant’s Revolving Credit Commitment Domestic RL Dollar Percentage (determined as in the case of a Domestic Dollar Letter of Credit) or relevant Alternate Currency RL Percentage (in the date case of an Alternate Currency Letter of Credit) (or, after the notice referred to aboveoccurrence of a Sharing Event, its RL Percentage) of the such unreimbursed payment in Dollars (or, in the case of an Alternate Currency Letter of Credit, at any time prior to the occurrence of a Sharing Event, the Alternate Currency in which such Alternate Currency Letter of Credit is denominated) and in same day funds. If such Letter of Credit Issuer the Administrative Agent so notifies, prior to 11:00 a.m. A.M. (New York time) on any Business Day, any L/C Participant required to fund a payment under a Letter of Credit, the L/C such Participant shall make available to the Administrative Agent for the account benefit of such Issuing Bank, in Dollars (or, in the case of an Alternate Currency Letter of Credit, at any time prior to the occurrence of a Sharing Event, the Alternate Currency in which such Alternate Currency Letter of Credit Issuer the L/C is denominated), such Participant’s Revolving Credit Commitment Domestic RL Dollar Percentage (in the case of a Domestic Dollar Letter of Credit) or relevant Alternate Currency RL Percentage (in the case of an Alternate Currency Letter of Credit) (or, after the occurrence of a Sharing Event, its RL Percentage) of the amount of the such payment on the such Business Day in same day funds. If and to the extent the L/C such Participant shall not have so made its Revolving Credit Commitment Domestic RL Dollar Percentage (in the case of a Domestic Dollar Letter of Credit) or Alternate Currency RL Percentage (in the case of an Alternate Currency Letter of Credit) (or, after the occurrence of a Sharing Event, its RL Percentage) of the amount of the such payment available to the Administrative Agent for the account benefit of such Letter of Credit IssuerIssuing Bank, the L/C such Participant agrees to pay to the Administrative Agent for the account benefit of such Letter of Credit IssuerIssuing Bank, forthwith on demand, the demand such amount, together with interest thereon thereon, for each day from the such date until the date the such amount is paid to the Administrative Agent for the account benefit of such Letter Issuing Bank at (x) in the case of Dollar Letters of Credit Issuer and, after the occurrence of a Sharing Event, other amounts owing in Dollars, the overnight Federal Funds Rate for the first three days and at the Federal Funds Effective interest rate applicable to Dollar Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter and (y) in the case of Non-Dollar Alternate Currency Letters of Credit denominated in a given Non-Dollar Alternate Currency at any time prior to the occurrence of a Sharing Event, the relevant Euro Rate (as determined on the basis provided in the proviso appearing in the definition of the relevant Euro Rate) or relevant Alternate Currency Non-LIBOR Rate, as applicable, for the first three days and the interest rate applicable to Non-Dollar Alternate Currency Revolving Loans denominated in such Non-Dollar Alternate Currency for each day thereafter). The failure of any L/C Participant to make available to such Issuing Bank its Domestic RL Dollar Percentage (in the Administrative Agent for the account case of a Domestic Dollar Letter of Credit Issuer Credit) or relevant Alternate Currency RL Percentage (in the L/C Participant’s Revolving Credit Commitment Percentage case of an Alternate Currency Letter of Credit) (or, after the occurrence of a Sharing Event, its RL Percentage) of any payment under any Letter of Credit shall not relieve any other L/C Participant of its obligation hereunder to make available to such Issuing Bank its Domestic RL Dollar Percentage (in the Administrative Agent for the account case of such a Domestic Dollar Letter of Credit Issuer Credit) or relevant Alternate Currency RL Percentage (in the other L/C Participant’s Revolving Credit Commitment Percentage case of an Alternate Currency Letter of Credit) (or, after the occurrence of a Sharing Event, its RL Percentage) of any unreimbursed payment under the with respect to a Letter of Credit on the date required, as specified above, but no L/C Participant shall be responsible for the failure of any other L/C Participant to make available to the Administrative Agent for the benefit of such Issuing Bank such other L/C Participant’s Revolving Credit Commitment Domestic RL Dollar Percentage or relevant Alternate Currency RL Percentage (or, after the occurrence of the payment. Notwithstanding the foregoinga Sharing Event, the Administrative Agent shall be entitled to adjust the proportions its RL Percentage), as applicable, of any of the foregoing amounts required to be paid by the L/C Participants to ensure that no L/C Participant’s Revolving Credit Exposure exceeds its Revolving Credit Commitmentsuch payment. (d) Whenever any Letter of Credit Issuer Issuing Bank receives a payment in respect of an unpaid a reimbursement obligation as to which the Administrative Agent it has received for the account of such Letter of Credit Issuer any payments from the L/C Participants pursuant to paragraph clause (c) above, such Letter of Credit Issuer Issuing Bank shall pay to the Administrative Agent and for the Administrative Agent shall promptly pay to benefit of each L/C Participant that which has paid its applicable portion Domestic RL Dollar Percentage (in the case of such reimbursement obligationa Domestic Dollar Letter of Credit) or relevant Alternate Currency RL Percentage (in the case of an Alternate Currency Letter of Credit) (or, after the occurrence of a Sharing Event, its RL Percentage) thereof, in Dollars (or, in the case of a Non-Dollar Alternate Currency Letter of Credit, at any time prior to the occurrence of a Sharing Event, the Non-Dollar Alternate Currency in which such Non-Dollar Alternate Currency Letter of Credit is denominated) and in same day funds, an amount equal to such L/C Participant’s share (based upon the proportionate aggregate amount originally funded by such L/C Participant to the aggregate amount funded by all L/C Participants) of the principal amount of such reimbursement obligation and interest thereon accruing after the purchase of the respective L/C Participationsparticipations. The payment required to be made by the respective Issuing Bank to the Administrative Agent pursuant to the preceding sentence shall be made on the day the respective payment of a reimbursement is received by such Issuing Bank (if payment was actually received by such Issuing Bank prior to 12:00 Noon (local time in the city in which such payments are to be made)). (e) The obligations of the L/C Participants to make payments to the Administrative Agent for the account benefit of any Letter of Credit Issuer each Issuing Bank with respect to Letters of Credit issued by it shall be irrevocable and not subject to counterclaimany qualification, set-off exception, offset, abatement or other defense or any other qualification or exception reduction whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including including, without limitation, any of the following circumstances: (i) any lack of validity or enforceability of this AgreementAgreement or any of the other Credit Documents; (ii) the existence of any claim, set-offsetoff, defense or other right that the Borrower which any Credit Party or any of its Subsidiaries or Affiliates may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative any Agent, any Letter of Credit IssuerIssuing Bank, any Lender Participant, or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the Borrower any Credit Party or any Subsidiary or Affiliate of any Credit Party and the beneficiary named in any such Letter of Credit); (iii) any draft, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security guaranty for the performance or observance of any of the terms of this Agreementany of the Credit Documents; or (v) the occurrence of any Default or Event of Default; provided that no L/C Participant shall be obligated to pay to Default or reduction or termination of the Administrative Agent for the account of any Letter of Credit Issuer such L/C Participant’s Revolving Credit Commitment Percentage of any unreimbursed amount arising from any wrongful payment made by such Letter of Credit Issuer under a Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Letter of Credit Issuer as determined by a final and non-appealable judgment of a court of competent jurisdictionCommitments.

Letter of Credit Participations. (a) Immediately upon the issuance by any the Letter of Credit Issuer of any Letter of Credit (and on the Closing Date, with respect to all Existing Letters of Credit), such the Letter of Credit Issuer shall be deemed to have sold and transferred to each other Lender that has a Revolving Credit Commitment (each such other Lender, in its capacity under this Section 3.3, an “L/C Participant”), and each such L/C Participant shall be deemed irrevocably and unconditionally to have purchased and received from such the Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation (each an “L/C Participation”), to the extent of such L/C Participant’s Revolving Credit Commitment Percentage from time to timePercentage, in such Letter of Credit, each substitute letter of credit, each drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto thereto. Subject to Section 5.2(b), in the event that there are Letters of Credit outstanding on (although i) the Non-Extended Revolving Credit Maturity Date or (ii) an earlier date that is a Business Day specified in a written notice to the Administrative Agent by the Borrower on at least three Business Days prior written notice (solely to the extent (x) the Non-Extended Revolving Credit Loans are being repaid in full on such date, (y) all Non-Extended Revolving Credit Commitments have been terminated on or prior to such date and (z) the Aggregate Revolving Credit Outstandings would not exceed 100% of the Total Revolving Credit Commitment as then in effect immediately after giving effect to such repayment and termination and the reallocation contemplated in this sentence) (such date, the “Reallocation Date”), participations in such Letters of Credit shall be reallocated to the Fourth Amendment Extended Revolving Credit Lenders on the Reallocation Date pursuant to such procedures as may be designated by the Administrative Agent such that the Fourth Amendment Extended Revolving Credit Lenders are L/C Participants with respect to such Letters of Credit to the extent of each such L/C Participant’s Revolving Credit Commitment Percentage (immediately after giving effect to the expiration or termination of the Non-Extended Revolving Credit Commitments on the Reallocation Date). (b) Letter of Credit Fee Fees will be paid directly to the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and the ). The L/C Participants shall have no right to receive any portion of any L/C Fronting Fees). (bc) In determining whether to pay under any Letter of Credit, no the Letter of Credit Issuer shall have any no obligation relative to the L/C Participants other than to confirm that any documents required to be delivered under such Letter of Credit have been delivered and that they appear to comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any the Letter of Credit Issuer under or in connection with any Letter of Credit issued by it, unless if taken or omitted through its in the absence of gross negligence or willful misconduct as determined by a final and non-appealable judgment of a court of competent jurisdictionmisconduct, shall not create any resulting liability for such the Letter of Credit IssuerIssuer any resulting liability. (cd) In the event that any the Letter of Credit Issuer makes any payment under any Letter of Credit issued by it and the Borrower shall not have repaid the such amount in full to such the Letter of Credit Issuer pursuant to Section 3.4(a), such the Letter of Credit Issuer shall promptly notify the Administrative Agent (who shall in turn promptly notify and each L/C Participant) Participant of the such failure, and each L/C Participant shall promptly and unconditionally pay to the Administrative Agent, for the account of such the Letter of Credit Issuer, the amount of the such L/C Participant’s Revolving Credit Commitment Percentage (determined as of the date of the notice referred to above) of the such unreimbursed payment in Dollars and in same day immediately available funds; provided, however, that no L/C Participant shall be obligated to pay to the Administrative Agent, for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of such unreimbursed amount arising from any wrongful payment made by the Letter of Credit Issuer under a Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the Letter of Credit Issuer. If such the Letter of Credit Issuer so notifies, prior to 11:00 a.m. (New York City time) on any Business Day, any L/C Participant required to fund a payment under a Letter of Credit, the such L/C Participant shall make available to the Administrative Agent Agent, for the account of such the Letter of Credit Issuer the Issuer, such L/C Participant’s Revolving Credit Commitment Percentage of the amount of the such payment on the such Business Day in same day immediately available funds. If and to the extent the such L/C Participant shall not have so made its Revolving Credit Commitment Percentage of the amount of the such payment available to the Administrative Agent Agent, for the account of such the Letter of Credit Issuer, the such L/C Participant agrees to pay to the Administrative Agent Agent, for the account of such the Letter of Credit Issuer, forthwith on demand, the such amount, together with interest thereon for each day from the such date until the date the such amount is paid to the Administrative Agent Agent, for the account of such the Letter of Credit Issuer Issuer, at the Federal Funds Effective Rate. The failure of any L/C Participant to make available to the Administrative Agent Agent, for the account of a the Letter of Credit Issuer the L/C Participant’s Issuer, its Revolving Credit Commitment Percentage of any payment under any Letter of Credit shall not relieve any other L/C Participant of its obligation hereunder to make available to the Administrative Agent Agent, for the account of such the Letter of Credit Issuer the other L/C Participant’s Issuer, its Revolving Credit Commitment Percentage of any payment under the such Letter of Credit on the date required, as specified above, but no L/C Participant shall be responsible for the failure of any other L/C Participant to make available to the Administrative Agent the Agent, such other L/C Participant’s Revolving Credit Commitment Percentage of the any such payment. Notwithstanding the foregoing, the Administrative Agent shall be entitled to adjust the proportions of any of the foregoing amounts required to be paid by the L/C Participants to ensure that no L/C Participant’s Revolving Credit Exposure exceeds its Revolving Credit Commitment. (de) Whenever any the Letter of Credit Issuer receives a payment in respect of an unpaid reimbursement obligation as to which the Administrative Agent has received for the account of such the Letter of Credit Issuer any payments from the L/C Participants pursuant to paragraph (cd) above, such the Letter of Credit Issuer shall pay to the Administrative Agent Agent, and the Administrative Agent shall promptly pay to each L/C Participant that has paid its applicable portion Revolving Credit Commitment Percentage of such reimbursement obligation, in Dollars and in same day immediately available funds, an amount equal to such L/C Participant’s share (based upon the proportionate aggregate amount originally funded by such L/C Participant to the aggregate amount funded by all L/C Participants) of the principal amount of such reimbursement obligation and interest thereon accruing after the purchase of the respective L/C Participations. (ef) The obligations of the L/C Participants to make payments to the Administrative Agent for the account of any the Letter of Credit Issuer with respect to Letters of Credit issued by it shall be irrevocable and not subject to counterclaim, set-off or other defense or any other qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including under any of the following circumstances: (i) any lack of validity or enforceability of this AgreementAgreement or any of the other Credit Documents; (ii) the existence of any claim, set-off, defense or other right that the Borrower may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, any the Letter of Credit Issuer, any Lender or other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the Borrower and the beneficiary named in any such Letter of Credit); (iii) any draft, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of this Agreementany of the Credit Documents; or (v) the occurrence of any Default or Event of Default; provided provided, however, that no L/C Participant shall be obligated to pay to the Administrative Agent for the account of any the Letter of Credit Issuer such L/C Participant’s its Revolving Credit Commitment Percentage of any unreimbursed amount arising from any wrongful payment made by such the Letter of Credit Issuer under a Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such the Letter of Credit Issuer as determined by a final and non-appealable judgment of a court of competent jurisdictionIssuer.

Letter of Credit Participations. (a) Immediately upon the issuance by any Letter of Credit Issuer an Issuing Lender of any Letter of Credit, such Letter of Credit Issuer Issuing Lender shall be deemed to have sold and transferred to each other Lender that has a Revolving Credit Commitment (Lender, and each such other Lender, Lender (in its capacity under this Section 3.33.04, an a “L/C Participant”), and each such L/C Participant ) shall be deemed irrevocably and unconditionally to have purchased and received from such Letter of Credit IssuerIssuing Lender, without recourse or warranty, an undivided interest and participation (each an “L/C Participation”)participation, to the extent of such L/C Participant’s Revolving Credit Commitment Percentage from time to timePercentage, in such Letter of Credit, each substitute letter of credit, each drawing or payment made thereunder and the obligations of the Borrower Borrowers under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto (although thereto. Upon any change in the Letter Commitments or Percentages of the Lenders pursuant to Section 2.13 or 13.04(b), it is hereby agreed that, with respect to all outstanding Letters of Credit Fee will and Unpaid Drawings relating thereto, there shall be paid directly an automatic adjustment to the Administrative Agent for participations pursuant to this Section 3.04 to reflect the ratable account new Percentages of the L/C Participants assignor and assignee Lender, as provided in Section 4.1(b) and the L/C Participants shall have no right to receive any portion of any Fronting Fees)case may be. (b) In determining whether to pay under any Letter of Credit, no Letter of Credit Issuer Issuing Lender shall have any obligation relative to the L/C Participants other Lenders other than to confirm that any documents required to be delivered under such Letter of Credit appear to have been delivered and that they appear to substantially comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any Letter of Credit Issuer an Issuing Lender under or in connection with any Letter of Credit issued by itit shall not create for such Issuing Lender any resulting liability to any Borrower, any other Obligor, any Lender or any other Person unless such action is taken or omitted through its to be taken with gross negligence or willful misconduct on the part of such Issuing Lender (as determined by a court of competent jurisdiction in a final and non-appealable judgment of a court of competent jurisdiction, shall not create any resulting liability for such Letter of Credit Issuerdecision). (c) In the event that any Letter of Credit Issuer an Issuing Lender makes any payment under any Letter of Credit issued by it and the Borrower Borrowers shall not have repaid the reimbursed such amount in full to such Letter of Credit Issuer Issuing Lender pursuant to Section 3.4(a3.05(a), such Letter of Credit Issuer Issuing Lender shall promptly notify the Administrative Agent (who Facility Agent, which shall in turn promptly notify each L/C Participant) Participant of the such failure, and each L/C Participant shall promptly and unconditionally pay to the Administrative Agent, for the account of such Letter of Credit Issuer, Issuing Lender the amount of the L/C such Participant’s Revolving Credit Commitment Percentage (determined as of the date of the notice referred to above) of the such unreimbursed payment in Dollars and Pounds Sterling (or, in same day the case of any unreimbursed payment made in a currency other than Pounds Sterling, the Pounds Sterling Equivalent of such unreimbursed payment, as determined by the Issuing Lender on the date on which such unreimbursed payment was made by such Issuing Lender) in immediately available funds. If such Letter of Credit Issuer the Facility Agent so notifies, prior to 11:00 a.m. 12:00 Noon (New York London time) on any Business Day, any L/C Participant required to fund a payment under a Letter of Credit, the L/C such Participant shall make available to the Administrative Agent for respective Issuing Lender in Pounds Sterling (or, in the account case of any unreimbursed payment made in a currency other than Pounds Sterling, the Pounds Sterling Equivalent thereof) such Letter of Credit Issuer the L/C Participant’s Revolving Credit Commitment Percentage of the amount of the such payment on the such Business Day in same day immediately available funds. If and to the extent the L/C such Participant shall not have so made its Revolving Credit Commitment Percentage of the amount of the such payment available to the Administrative Agent for the account of respective Issuing Lender, such Letter of Credit Issuer, the L/C Participant agrees to pay to the Administrative Agent for the account of such Letter of Credit IssuerIssuing Lender, forthwith on demand, the demand such amount, together with interest thereon thereon, for each day from the such date until the date the such amount is paid to such Issuing Lender at the Administrative Agent overnight Federal Funds Rate (or, in the case of any unreimbursed payment made in a currency other than U.S. Dollars, at the respective Issuing Lender’s customary rate for interbank advances) for the account of such Letter of Credit Issuer first three days and at the Federal Funds Effective Rateinterest rate applicable to U.S. Dollar Loans for each day thereafter. The failure of any L/C Participant to make available to the Administrative Agent for the account of a Letter of Credit Issuer the L/C Participant’s Revolving Credit Commitment an Issuing Lender its Percentage of any payment under any Letter of Credit issued by such Issuing Lender shall not relieve any other L/C Participant of its obligation hereunder to make available to the Administrative Agent for the account of such Letter of Credit Issuer the other L/C Participant’s Revolving Credit Commitment Issuing Lender its Percentage of any payment under the any Letter of Credit on the date required, as specified above, but no L/C Participant shall be responsible for the failure of any other L/C Participant to make available to the Administrative Agent the such Issuing Lender such other L/C Participant’s Revolving Credit Commitment Percentage of the any such payment. Notwithstanding the foregoing, the Administrative Agent shall be entitled to adjust the proportions of any of the foregoing amounts required to be paid by the L/C Participants to ensure that no L/C Participant’s Revolving Credit Exposure exceeds its Revolving Credit Commitment. (d) Whenever any Letter of Credit Issuer an Issuing Lender receives a payment in respect of an unpaid a reimbursement obligation as to which the Administrative Agent it has received for the account of such Letter of Credit Issuer any payments from the L/C Participants pursuant to paragraph clause (c) above, such Letter of Credit Issuer Issuing Lender shall pay to the Administrative Agent and the Administrative Agent shall promptly pay to each L/C such Participant that which has paid its applicable portion of such reimbursement obligationPercentage thereof, in U.S. Dollars (or, in the case of any unreimbursed payment made in a currency other than Pounds Sterling, the Pounds Sterling Equivalent thereof) and in same day funds, an amount equal to such L/C Participant’s share (based upon the proportionate aggregate amount originally funded by such L/C Participant to the aggregate amount funded by all L/C Participants) of the principal amount of such reimbursement obligation and interest thereon accruing after the purchase of the respective L/C Participationsparticipations. (e) Upon the request of any Participant, each Issuing Lender shall furnish to such Participant copies of any standby Letter of Credit issued by it and such other documentation as may reasonably be requested by such Participant. (f) The obligations of the L/C Participants to make payments to the Administrative Agent for the account of any Letter of Credit Issuer each Issuing Lender with respect to Letters of Credit issued by it shall be irrevocable and not subject to counterclaim, set-off or other defense or any other qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including including, without limitation, any of the following circumstances: (i) any lack of validity or enforceability of this AgreementAgreement or any of the other Credit Documents; (ii) the existence of any claim, set-offsetoff, defense or other right that the Borrower which any Group Member may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, any Letter of Credit IssuerParticipant, or any Lender or other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the Borrower any Group Member and the beneficiary named in any such Letter of Credit); (iii) any draft, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of this Agreementany of the Credit Documents; or (v) the occurrence of any Default or Event of Default; provided that no L/C Participant shall be obligated to pay to the Administrative Agent for the account of any Letter of Credit Issuer such L/C Participant’s Revolving Credit Commitment Percentage of any unreimbursed amount arising from any wrongful payment made by such Letter of Credit Issuer under a Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Letter of Credit Issuer as determined by a final and non-appealable judgment of a court of competent jurisdiction.

Letter of Credit Participations. (a) Immediately upon the issuance by any the Letter of Credit Issuer of any Letter of Credit, such the Letter of Credit Issuer shall be deemed to have sold and transferred to each other Lender that has a Revolving Credit Commitment Lender (each such other Revolving Credit Lender, in its capacity under this Section 3.33.3(a), an a “L/C Letter of Credit Participant”), and each such L/C Letter of Credit Participant shall be deemed irrevocably and unconditionally to have purchased and received from such the Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation (each an each, a “L/C Letter of Credit Participation”), to the extent of such L/C Letter of Credit Participant’s Revolving Credit Commitment Percentage from time to timePercentage, in such Letter of Credit, each substitute letter of credit, each drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto (although the Letter of Credit Fee Fees will be paid directly to the Administrative Agent for the ratable account of the L/C Letter of Credit Participants as provided in Section 4.1(b4.1(c) and the L/C Letter of Credit Participants shall have no right to receive any portion of any Fronting Feesfees paid to the Administrative Agent for the account of the Letter of Credit Issuer in respect of each Letter of Credit issued hereunder). (b) In determining whether to pay under any Letter of Credit, no the Letter of Credit Issuer shall have any no obligation relative to the L/C Letter of Credit Participants other than to confirm to the Administrative Agent that any documents required to be delivered under such Letter of Credit have been delivered and that they appear to comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any the Letter of Credit Issuer under or in connection with any Letter of Credit issued by it, unless if taken or omitted through its in the absence of gross negligence or willful misconduct misconduct, as determined by in a final and non-appealable judgment of a court of competent jurisdiction, shall not create any resulting liability for such the Letter of Credit IssuerIssuer any resulting liability. (c) In the event that any Letter of Credit Issuer makes any payment under any Letter of Credit issued by it and the Borrower shall not have repaid the amount in full to such Letter of Credit Issuer pursuant to Section 3.4(a), such Letter of Credit Issuer shall promptly notify Whenever the Administrative Agent (who shall in turn promptly notify each L/C Participant) of the failure, and each L/C Participant shall promptly and unconditionally pay to the Administrative Agent, for the account of such Letter of Credit Issuer, the amount of the L/C Participant’s Revolving Credit Commitment Percentage (determined as of the date of the notice referred to above) of the unreimbursed payment in Dollars and in same day funds. If such Letter of Credit Issuer so notifies, prior to 11:00 a.m. (New York time) on any Business Day, any L/C Participant required to fund a payment under a Letter of Credit, the L/C Participant shall make available to the Administrative Agent for the account of such Letter of Credit Issuer the L/C Participant’s Revolving Credit Commitment Percentage of the amount of the payment on the Business Day in same day funds. If and to the extent the L/C Participant shall not have so made its Revolving Credit Commitment Percentage of the amount of the payment available to the Administrative Agent for the account of such Letter of Credit Issuer, the L/C Participant agrees to pay to the Administrative Agent for the account of such Letter of Credit Issuer, forthwith on demand, the amount, together with interest thereon for each day from the date until the date the amount is paid to the Administrative Agent for the account of such Letter of Credit Issuer at the Federal Funds Effective Rate. The failure of any L/C Participant to make available to the Administrative Agent for the account of a Letter of Credit Issuer the L/C Participant’s Revolving Credit Commitment Percentage of any payment under any Letter of Credit shall not relieve any other L/C Participant of its obligation hereunder to make available to the Administrative Agent for the account of such Letter of Credit Issuer the other L/C Participant’s Revolving Credit Commitment Percentage of any payment under the Letter of Credit on the date required, as specified above, but no L/C Participant shall be responsible for the failure of any other L/C Participant to make available to the Administrative Agent the other L/C Participant’s Revolving Credit Commitment Percentage of the payment. Notwithstanding the foregoing, the Administrative Agent shall be entitled to adjust the proportions of any of the foregoing amounts required to be paid by the L/C Participants to ensure that no L/C Participant’s Revolving Credit Exposure exceeds its Revolving Credit Commitment. (d) Whenever any Letter of Credit Issuer receives a payment in respect of an unpaid reimbursement obligation as to which the Administrative Agent has received for the account of such the Letter of Credit Issuer any payments from the L/C Participants pursuant to paragraph (c) aboveBorrower, such Letter of Credit Issuer shall pay to the Administrative Agent and the Administrative Agent shall promptly pay to each L/C Letter of Credit Participant that has paid its applicable portion Revolving Credit Commitment Percentage of such reimbursement obligation, in Dollars and in same day immediately available funds, an amount equal to such L/C Letter of Credit Participant’s share (based upon the proportionate aggregate amount originally funded or deposited by such L/C Letter of Credit Participant to the aggregate amount funded or deposited by all L/C Letter of Credit Participants) of the principal amount of such reimbursement obligation and interest thereon accruing after the purchase of the respective L/C Letter of Credit Participations; provided that the amount paid to any Letter of Credit Participant shall not exceed the amount funded or deposited by such Letter of Credit Participant. (ed) The obligations of the L/C Letter of Credit Participants to purchase Letter of Credit Participations from the Letter of Credit Issuer and make payments to the Administrative Agent for the account of any the Letter of Credit Issuer with respect to Letters of Credit issued by it shall be irrevocable and not subject to counterclaim, set-off or other defense or any other qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including under any of the following circumstances: (i) any lack of validity or enforceability of this Agreement; (ii) the existence of any claim, set-off, defense or other right that the Borrower may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, any Letter of Credit Issuer, any Lender or other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the Borrower and the beneficiary named in any such Letter of Credit); (iii) any draft, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of this Agreement; or (v) the occurrence of any Default or Event of Default; provided that no L/C Participant shall be obligated to pay to the Administrative Agent for the account of any Letter of Credit Issuer such L/C Participant’s Revolving Credit Commitment Percentage of any unreimbursed amount arising from any wrongful payment made by such Letter of Credit Issuer under a Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Letter of Credit Issuer as determined by a final and non-appealable judgment of a court of competent jurisdiction.

Letter of Credit Participations. (a) Immediately upon the issuance by any Letter of Credit Issuer each Issuing Bank of any Letter of Credit, such Letter of Credit Issuer Issuing Bank shall be deemed to have sold and transferred to each Bank, other Lender that has a Revolving Credit Commitment than such Issuing Bank (each such other LenderBank, in its capacity under this Section 3.32.04, an “L/C a "Participant”"), and each such L/C Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Letter of Credit IssuerIssuing Bank, without recourse or warranty, an undivided interest and participation (each an “L/C Participation”)participation, to the extent of such L/C Participant’s Revolving Credit Commitment Percentage from time to time's RL Percentage, in such Letter of Credit, each substitute letter of credit, each drawing or payment made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto (although thereto. Upon any change in the Letter Revolving Loan Commitments or RL Percentages of the Banks pursuant to Section 1.12 or 15.04, it is hereby agreed that, with respect to all outstanding Letters of Credit Fee will and Unpaid Drawings, there shall be paid directly an automatic adjustment to the Administrative Agent for participations pursuant to this Section 2.04 to reflect the ratable account new RL Percentages of the L/C Participants assignor and assignee Bank, as provided in Section 4.1(b) and the L/C Participants shall have no right to receive any portion of any Fronting Fees)case may be. (b) In determining whether to pay under any Letter of CreditCredit issued by it, no Letter of Credit Issuer Issuing Bank shall have any an obligation relative to the L/C Participants other Banks other than to confirm that any documents required to be delivered under such Letter of Credit appear to have been delivered and that they appear to substantially comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any Letter of Credit Issuer Issuing Bank under or in connection with any Letter of Credit issued by it, unless it if taken or omitted through its in accordance with the relevant standards of care mandated by the law governing the applicable Letter of Credit and in the absence of gross negligence or willful misconduct as determined by a final and non-appealable judgment of a court of competent jurisdictionmisconduct, shall not create for such Issuing Bank any resulting liability for such Letter of to the Borrower, any other Credit IssuerParty, any Bank or any other Person. (c) In the event that any Letter of Credit Issuer Issuing Bank makes any payment under any Letter of Credit issued by it and the Borrower shall not have repaid the reimbursed such amount in full to such Letter of Credit Issuer Issuing Bank pursuant to Section 3.4(a2.05(a), such Letter of Credit Issuer Issuing Bank shall promptly notify the Administrative Agent (who Agent, which shall in turn promptly notify each L/C Participant) Participant of the such failure, and each L/C Participant shall promptly and unconditionally pay to the Administrative Agent, for the account of such Letter of Credit Issuer, Issuing Bank the amount of the L/C such Participant’s Revolving Credit Commitment 's RL Percentage (determined as of the date of the notice referred to above) of the such unreimbursed payment in Dollars and in same day funds. If such Letter of Credit Issuer the Administrative Agent so notifies, prior to 11:00 a.m. A.M. (New York time) on any Business Day, any L/C Participant required to fund a payment under a Letter of Credit, the L/C such Participant shall make available to the Administrative Agent for the account of respective Issuing Bank in Dollars such Letter of Credit Issuer the L/C Participant’s Revolving Credit Commitment 's RL Percentage of the amount of the such payment on the such Business Day in same day funds. If and to the extent the L/C such Participant shall not have so made its Revolving Credit Commitment RL Percentage of the amount of the such payment available to the Administrative Agent for the account of respective Issuing Bank, such Letter of Credit Issuer, the L/C Participant agrees to pay to the Administrative Agent for the account of such Letter of Credit IssuerIssuing Bank, forthwith on demand, the demand such amount, together with interest thereon thereon, for each day from the such date until the date the such amount is paid to such Issuing Bank at the Administrative Agent overnight Federal Funds Rate for the account of such Letter of Credit Issuer first three days and at the Federal Funds Effective Rateinterest rate applicable to Base Rate Loans for each day thereafter. The failure of any L/C Participant to make available to the Administrative Agent for the account of a Letter of Credit Issuer the L/C Participant’s Revolving Credit Commitment respective Issuing Bank its RL Percentage of any payment under any Letter of Credit shall not relieve any other L/C Participant of its obligation hereunder to make available to the Administrative Agent for the account of such Letter of Credit Issuer the other L/C Participant’s Revolving Credit Commitment Issuing Bank its RL Percentage of any payment under the Letter of Credit on the date required, as specified above, but no L/C Participant shall be responsible for the failure of any other L/C Participant to make available to the Administrative Agent the such Issuing Bank such other L/C Participant’s Revolving Credit Commitment 's RL Percentage of the any such payment. Notwithstanding the foregoing, the Administrative Agent shall be entitled to adjust the proportions of any of the foregoing amounts required to be paid by the L/C Participants to ensure that no L/C Participant’s Revolving Credit Exposure exceeds its Revolving Credit Commitment. (d) Whenever any Letter of Credit Issuer an Issuing Bank receives a payment in respect of an unpaid a reimbursement obligation as to which the Administrative Agent it has received for the account of such Letter of Credit Issuer any payments from the L/C Participants pursuant to paragraph clause (c) above, such Letter of Credit Issuer Issuing Bank shall pay to the Administrative Agent and the Administrative Agent shall promptly pay to each L/C Participant that which has paid its applicable portion of such reimbursement obligationRL Percentage thereof, in Dollars and in same day funds, an amount equal to such L/C Participant’s 's share (based upon the proportionate aggregate amount originally funded by such L/C Participant to the aggregate amount funded by all L/C Participants) of the principal amount of such reimbursement obligation and interest thereon accruing after the purchase of the respective L/C Participationsparticipations. (e) Upon the request of any Participant, each Issuing Bank shall furnish to such Participant copies of any standby Letter of Credit issued by it and such other documentation as may reasonably be requested by such Participant. (f) The obligations of the L/C Participants to make payments to the Administrative Agent for the account of any Letter of Credit Issuer each Issuing Bank with respect to Letters of Credit issued by it shall be irrevocable and not subject to counterclaim, set-off or other defense or any other qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including including, without limitation, any of the following circumstances: (i) any lack of validity or enforceability of this AgreementAgreement or any of the other Credit Documents; (ii) the existence of any claim, set-offsetoff, defense or other right that which the Borrower or any of its Subsidiaries may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, any Letter of Credit IssuerIssuing Bank, any Lender Participant, or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the Borrower or any Subsidiary of the Borrower and the beneficiary named in any such Letter of Credit); (iii) any draft, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of this Agreementany of the Credit Documents; or (v) the occurrence of any Default or Event of Default; provided that no L/C Participant shall be obligated to pay to the Administrative Agent for the account of any Letter of Credit Issuer such L/C Participant’s Revolving Credit Commitment Percentage of any unreimbursed amount arising from any wrongful payment made by such Letter of Credit Issuer under a Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Letter of Credit Issuer as determined by a final and non-appealable judgment of a court of competent jurisdiction.