Common use of L/C Participations Clause in Contracts

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lenders to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in each Issuing Lender’s obligations and rights under each Letter of Credit issued by it hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender through the Administrative Agent upon demand an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to make such payment to such Issuing Lender as contemplated by this Section 3.4(a), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against such Issuing Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default or Event of Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing. No such payment by any L/C Participant shall relieve or otherwise impair the obligation of the Borrower to reimburse such Issuing Lender for the amount of any payment made by such Issuing Lender under any Letter of Credit, together with interest as provided herein. (b) If any amount required to be paid by any L/C Participant to any Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three (3) Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the relevant Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Commitments of such Lender. A certificate of the relevant Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the relevant Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such Issuing Lender receives any payment through the Administrative Agent related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, the Administrative Agent will distribute to each such Issuing Lender will distribute to each L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to the Administrative Agent the portion thereof previously distributed by such Issuing Lender to it.

L/C Participations. (ai) Each Issuing Lender Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the each Issuing Lenders Bank to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each such Issuing LenderBank, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in each Issuing LenderBank’s obligations and rights under each Letter of Credit issued by it hereunder and the aggregate amount of each draft paid by such Issuing Lender thereunderdrawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e). Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender Bank that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender Bank is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender through the Administrative Agent Bank upon demand at such Issuing Bank’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. Each L/C Participant’s Bank acknowledges and agrees that its obligation to make such payment acquire participations pursuant to such Issuing Lender as contemplated by this Section 3.4(a), shall be 2.5(d)(i) in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstancecircumstance whatsoever, including (A) any setoffamendment, counterclaim, recoupment, defense renewal or other right which such Lender may have against such Issuing Lender, the Borrower extension of any Letter of Credit or any other Person for any reason whatsoever, (B) the occurrence or and continuance of a Default or Event of Default, reduction or (C) any other occurrence, event or condition, whether or not similar to any termination of the foregoing. No Commitments, and that each such payment by shall be made without any L/C Participant shall relieve offset, abatement, withholding or otherwise impair the obligation of the Borrower to reimburse such Issuing Lender for the amount of any payment made by such Issuing Lender under any Letter of Credit, together with interest as provided hereinreduction whatsoever. (bii) If any amount required to be paid by any L/C Participant to any an Issuing Lender Bank pursuant to Section 3.4(a2.5(d)(i) in respect of any unreimbursed portion of any payment made by such Issuing Lender Bank under any Letter of Credit is not paid to such Issuing Lender Bank within three (3) one Business Days Day after the date such payment is due, such L/C Participant shall pay to such Issuing Lender Bank on demand an amount equal to the product of (iA) such amount, times (iiB) the daily average Federal Funds Effective Rate as quoted by the relevant Issuing Bank, during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing LenderBank, times (iiiC) a fraction fraction, the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a2.5(d)(i) is not in fact made available to the relevant Issuing Lender Bank by such L/C Participant within three (3) Business Days after the date such payment is due, such Issuing Lender Bank shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Commitments of such LenderAlternate Base Rate. A certificate of the relevant Issuing Lender Bank submitted to any L/C Participant with respect to any amounts owing under this Section subsection shall be conclusive in the absence of manifest error. (ciii) Whenever, at any time after the relevant any Issuing Lender Bank has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a2.5(d)(i), such Issuing Lender Bank receives any payment through the Administrative Agent related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such the Issuing LenderBank), or any payment of interest on account thereof, the Administrative Agent such Issuing Bank will distribute to each such Issuing Lender will distribute to each L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by such Issuing Lender Bank shall be required to be returned by such Issuing LenderBank, such L/C Participant shall return to the Administrative Agent such Issuing Bank the portion thereof previously distributed by such Issuing Lender Bank to it.

L/C Participations. (a) Each Issuing Lender The L/C Provider irrevocably agrees to grant and hereby grants to each L/C ParticipantCommitted Note Purchaser, and, to induce the Issuing Lenders L/C Provider to issue provide Letters of Credit hereunderhereunder (and, each if the L/C Participant Provider is not the L/C Issuing Bank for any Letter of Credit, to induce the L/C Provider to agree to reimburse such L/C Issuing Bank for any payment of any drafts presented thereunder), each Committed Note Purchaser irrevocably and unconditionally agrees to accept and purchase and hereby accepts and purchases from each Issuing Lenderthe L/C Provider, on the terms and conditions hereinafter statedset forth below, for such L/C ParticipantCommitted Note Purchaser’s own account and risk an undivided interest equal to such its Committed Note Purchaser Percentage of the related Investor Group’s Commitment Percentage of the L/C Participant’s Revolving Percentage in each Issuing LenderProvider’s obligations and rights under and in respect of each Letter of Credit issued by it provided hereunder and the amount of L/C Reimbursement Amount with respect to each draft paid or reimbursed by such Issuing Lender thereunder. Each the L/C Participant Provider in connection therewith. Subject to Section 2.07(c), each Committed Note Purchaser unconditionally and irrevocably agrees with each Issuing Lender the L/C Provider that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender the L/C Provider is not reimbursed paid in full by the Borrower Master Issuer in accordance with the terms of this Agreement, such L/C Participant Committed Note Purchaser shall pay to such Issuing Lender through the Administrative Agent upon demand of the L/C Provider an amount equal to such its Committed Note Purchaser Percentage of the related Investor Group’s Commitment Percentage of the L/C Participant’s Revolving Percentage of the amount of Reimbursement Amount with respect to such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to make such payment to such Issuing Lender as contemplated by this Section 3.4(a), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against such Issuing Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default or Event of Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing. No such payment by any L/C Participant shall relieve or otherwise impair the obligation of the Borrower to reimburse such Issuing Lender for the amount of any payment made by such Issuing Lender under any Letter of Credit, together with interest as provided hereinpaid. (b) If any amount required to be paid by any Committed Note Purchaser to the Administrative Agent for forwarding to the L/C Participant to any Issuing Lender Provider pursuant to Section 3.4(a2.09(a) in respect of any unreimbursed portion of any payment made or reimbursed by such Issuing Lender the L/C Provider under any Letter of Credit is paid to such Issuing Lender the Administrative Agent for forwarding to the L/C Provider within three (3) Business Days after the date such payment is due, such Committed Note Purchaser shall pay to Administrative Agent for forwarding to the L/C Participant shall pay to such Issuing Lender Provider on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lenderthe L/C Provider, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant Committed Note Purchaser pursuant to Section 3.4(a2.09(a) is not made available to the relevant Issuing Lender by such Administrative Agent for forwarding to the L/C Participant Provider by such Committed Note Purchaser within three (3) Business Days after the date such payment is due, such Issuing Lender the L/C Provider shall be entitled to recover from such L/C ParticipantCommitted Note Purchaser, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Commitments of such LenderBase Rate. A certificate of the relevant Issuing Lender L/C Provider submitted to any L/C Participant Committed Note Purchaser with respect to any amounts owing under this Section shall be conclusive 2.09(b), in the absence of manifest error, shall be conclusive and binding on such Committed Note Purchaser. If any withholding taxes are required by law to be deducted from any amounts payable under this Section 2.09(b), the sum payable by the Committed Note Purchaser shall be increased as necessary so that after such deduction has been made, the L/C Provider receives an amount equal to the sum it would have received had no such deduction been made. (c) Whenever, at any time after the relevant Issuing Lender payment has been made payment under any Letter of Credit and the L/C Provider has received from any L/C Participant Committed Note Purchaser its pro rata share of such payment in accordance with Section 3.4(a2.09(a), such Issuing Lender the Administrative Agent or the L/C Provider receives any payment through the Administrative Agent related to such Letter of Credit (whether directly from the Borrower Master Issuer or otherwise, including proceeds of collateral applied thereto by such Issuing Lenderthe L/C Provider), or any payment of interest on account thereof, the Administrative Agent or the L/C Provider, as the case may be, will distribute to each such Issuing Lender will distribute to each L/C Participant Committed Note Purchaser its pro rata share thereof; provided, however, that in the event that any such payment received by such Issuing Lender the Administrative Agent or the L/C Provider, as the case may be, shall be required to be returned by such Issuing Lender, such the Administrative Agent or the L/C Participant Provider, such Committed Note Purchaser shall return to the Administrative Agent for the account of the L/C Provider the portion thereof previously distributed by such Issuing Lender the Administrative Agent or the L/C Provider, as the case may be, to it. (d) Each Committed Note Purchaser’s obligation to make the Advances referred to in Section 2.08(a) and to pay its pro rata share of any unreimbursed draft pursuant to Section 2.09(a) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Committed Note Purchaser or the Master Issuer may have against the L/C Provider, any L/C Issuing Bank, the Master Issuer or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Article VII other than at the time the related Letter of Credit was issued; (iii) an adverse change in the condition (financial or otherwise) of the Master Issuer; (iv) any breach of this Agreement or any other Indenture Document by the Master Issuer or any other Person; (v) any amendment, renewal or extension of any Letter of Credit in compliance with this Agreement or with the terms of such Letter of Credit, as applicable; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lenders Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each the Issuing Lender, Lender on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk risk, an undivided interest equal to such L/C Participant’s Revolving Credit Percentage in of each Issuing Lender’s obligations and rights under each Letter of Credit issued by it such Issuing Lender hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such the Issuing Lender is not reimbursed in full by the Borrower Borrowers in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender through the Administrative Agent for the account of the Issuing Lender upon demand of the Administrative Agent at the Administrative Agent’s address for notices (and thereafter the Administrative Agent shall promptly pay to the Issuing Lender) an amount equal to such L/C Participant’s Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to make pay such payment to such Issuing Lender as contemplated by this Section 3.4(a), amount shall be absolute and unconditional and shall not be affected by any circumstance, including (Ai) any setoff, counterclaim, recoupment, defense or other right which that such Lender L/C Participant may have against such the Issuing Lender, the any Borrower or any other Person for any reason whatsoever, (Bii) the occurrence or continuance of a Default or an Event of DefaultDefault or the failure to satisfy any of the other conditions specified in Article IV, (iii) any adverse change in the condition (financial or otherwise) of any Borrower, (iv) any breach of this Agreement or any other Loan Document by any Borrower, any other Loan Party or any other L/C Participant or (Cv) any other occurrencecircumstance, happening or event or conditionwhatsoever, whether or not similar to any of the foregoing. No such payment by any L/C Participant shall relieve or otherwise impair the obligation of the Borrower to reimburse such Issuing Lender for the amount of any payment made by such Issuing Lender under any Letter of Credit, together with interest as provided herein. (b) If any amount (a “Participation Amount”) required to be paid by any L/C Participant to any an Issuing Lender pursuant to Section 3.4(a2.19(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under in connection with any Letter of Credit is not paid to such an Issuing Lender within three (3) Business Days after the date such payment is due, such the Administrative Agent shall promptly notify the L/C Participants, and each L/C Participant shall pay to the Administrative Agent, for the account of such Issuing Lender Lender, as the case may be, on demand (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) an amount equal to the product of (i) such amountParticipation Amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount Participation Amount required to be paid by any L/C Participant pursuant to Section 3.4(a2.19(a) is not made available to the relevant Administrative Agent for the account of such Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, the Administrative Agent on behalf of such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount Participation Amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Base Rate Loans under the Revolving Commitments of such LenderCredit Facility. A certificate of the relevant Administrative Agent submitted on behalf of such Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section 2.19 shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the relevant an Issuing Lender has made payment under any Letter of Credit and has received from the Administrative Agent any L/C Participant its Participant’s pro rata share of such payment in accordance with Section 3.4(a), such Issuing Lender 2.19(a) and the Administrative Agent receives any payment through the Administrative Agent related to such Letter of Credit (whether directly from the Borrower Borrowers or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, the Administrative Agent will promptly distribute to each such Issuing Lender will distribute to each L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of such Issuing Lender (and thereafter the Administrative Agent shall promptly return to such Issuing Lender), the portion thereof previously distributed by such Issuing Lender to itLender.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the each Issuing Lenders Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk risk, an undivided interest equal to such L/C Participant’s Revolving Percentage in each Issuing Lender’s obligations and rights under each Letter of Credit issued by it such Issuing Lender hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender through upon demand at such Issuing Lender’s address for notices specified herein (and thereafter the Administrative Agent upon demand shall promptly pay to such Issuing Lender) an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to make pay such payment to such Issuing Lender as contemplated by this Section 3.4(a), amount shall be absolute and unconditional and shall not be affected by any circumstance, including (Ai) any setoff, counterclaim, recoupment, defense or other right which that such Lender L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (Bii) the occurrence or continuance of a Default or an Event of DefaultDefault or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower or any other L/C Participant or (Cv) any other occurrencecircumstance, happening or event or conditionwhatsoever, whether or not similar to any of the foregoing. No such payment by any L/C Participant shall relieve or otherwise impair the obligation of the Borrower to reimburse such Issuing Lender for the amount of any payment made by such Issuing Lender under any Letter of Credit, together with interest as provided herein. (b) If any amount (a “Participation Amount”) required to be paid by any L/C Participant to any an Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is not paid to such Issuing Lender within three (3) Business Days after the date such payment is due, such Issuing Lender shall so notify the Administrative Agent, which shall promptly notify the L/C Participants, and each L/C Participant shall pay to the Administrative Agent, for the account of such Issuing Lender Lender, on demand (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) an amount equal to the product of (i) such amountParticipation Amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount Participation Amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Administrative Agent for the account of the relevant Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, the Administrative Agent on behalf of such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount Participation Amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Commitments of such LenderLoans. A certificate of the relevant Administrative Agent submitted on behalf of an Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the relevant an Issuing Lender has made payment under any Letter of Credit and has received from the Administrative Agent any L/C Participant its Participant’s pro rata share of such payment in accordance with Section 3.4(a), such Issuing Lender receives any payment through the Administrative Agent related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, the Administrative Agent will distribute to each such Issuing Lender will distribute to each the Administrative Agent for the account of such L/C Participant (and thereafter the Administrative Agent will promptly distribute to such L/C Participant) its pro rata share thereof; provided, however, that in the event that any such payment received by such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of such Issuing Lender (and thereafter the Administrative Agent shall promptly return to such Issuing Lender) the portion thereof previously distributed by such Issuing Lender to itLender.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the each Issuing Lenders Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk risk, an undivided interest equal to such L/C Participant’s Revolving Credit Percentage in each Issuing Lender’s obligations and rights under each Letter of Credit issued by it such Issuing Lender hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender through upon demand at such Issuing Lender’s address for notices specified herein (and thereafter the Administrative Agent upon demand shall promptly pay to such Issuing Lender) an amount equal to such L/C Participant’s Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to make pay such payment to such Issuing Lender as contemplated by this Section 3.4(a), amount shall be absolute and unconditional and shall not be affected by any circumstance, including (Ai) any setoff, counterclaim, recoupment, defense or other right which that such Lender L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (Bii) the occurrence or continuance of a Default or an Event of DefaultDefault or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other L/C Participant or (Cv) any other occurrencecircumstance, happening or event or conditionwhatsoever, whether or not similar to any of the foregoing. No such payment by any L/C Participant shall relieve or otherwise impair the obligation of the Borrower to reimburse such Issuing Lender for the amount of any payment made by such Issuing Lender under any Letter of Credit, together with interest as provided herein. (b) If any amount (a “Participation Amount”) required to be paid by any L/C Participant to any an Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three (3) Business Days after the date such payment is due, such Issuing Lender shall so notify the Administrative Agent, which shall promptly notify the L/C Participants, and each L/C Participant shall pay to the Administrative Agent, for the account of such Issuing Lender Lender, on demand (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) an amount equal to the product of (i) such amountParticipation Amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount Participation Amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Administrative Agent for the account of the relevant Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, the Administrative Agent on behalf of such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount Participation Amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Base Rate Loans under the Revolving Commitments of such LenderFacility. A certificate of the relevant Administrative Agent submitted on behalf of an Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the relevant an Issuing Lender has made payment under any Letter of Credit and has received from the Administrative Agent any L/C Participant its Participant’s pro rata share of such payment in accordance with Section 3.4(a), such Issuing Lender receives any payment through the Administrative Agent related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, the Administrative Agent will distribute to each such Issuing Lender will distribute to each the Administrative Agent for the account of such L/C Participant (and thereafter the Administrative Agent will promptly distribute to such L/C Participant) its pro rata share thereof; provided, however, that in the event that any such payment received by such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of such Issuing Lender (and thereafter the Administrative Agent shall promptly return to such Issuing Lender) the portion thereof previously distributed by such Issuing Lender to itLender.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the each Issuing Lenders Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk risk, an undivided interest equal to such L/C Participant’s Revolving Credit Percentage in each Issuing Lender’s obligations and rights under each Letter of Credit issued by it such Issuing Lender hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this AgreementAgreement (or in the event that any reimbursement received by the Issuing Lender shall be required to be returned by it at any time), such L/C Participant shall pay to such Issuing Lender through the Administrative Agent upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursedreimbursed (or is so returned). Each L/C Participant’s obligation to make pay such payment to such Issuing Lender as contemplated by this Section 3.4(a), amount shall be absolute and unconditional and shall not be affected by any circumstance, including (Ai) any setoff, counterclaim, recoupment, defense or other right which that such Lender L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (Bii) the occurrence or continuance of a Default or an Event of DefaultDefault or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other L/C Participant or (Cv) any other occurrencecircumstance, happening or event or conditionwhatsoever, whether or not similar to any of the foregoing. No such payment by any L/C Participant shall relieve or otherwise impair the obligation of the Borrower to reimburse such Issuing Lender for the amount of any payment made by such Issuing Lender under any Letter of Credit, together with interest as provided herein. (b) If any amount required to be paid by any L/C Participant to any an Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three (3) Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the relevant such Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Base Rate Loans under the Revolving Commitments of such LenderCredit Facility. A certificate of the relevant such Issuing Lender submitted to any L/C Participant with respect to any such amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the relevant an Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such Issuing Lender receives any payment through the Administrative Agent related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral Collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, the Administrative Agent will distribute to each such Issuing Lender will distribute to each such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to the Administrative Agent such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.

L/C Participations. (ai) Each Issuing Lender Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the each Issuing Lenders Bank to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each such Issuing LenderBank, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in each Issuing LenderBank’s obligations and rights under each Letter of Credit issued by it hereunder and the aggregate amount of each draft paid by such Issuing Lender thereunderdrawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e). Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender Bank that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender Bank is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender through the Administrative Agent Bank upon demand at such Issuing Bank’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. Each L/C Participant’s Bank acknowledges and agrees that its obligation to make such payment acquire participations pursuant to such Issuing Lender as contemplated by this Section 3.4(a), shall be 2.5(d)(i) in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstancecircumstance whatsoever, including (A) any setoffamendment, counterclaim, recoupment, defense renewal or other right which such Lender may have against such Issuing Lender, the Borrower extension of any Letter of Credit or any other Person for any reason whatsoever, (B) the occurrence or and continuance of a Default or Event of Default, reduction or (C) any other occurrence, event or condition, whether or not similar to any termination of the foregoing. No Commitments, and that each such payment by shall be made without any L/C Participant shall relieve offset, abatement, withholding or otherwise impair the obligation of the Borrower to reimburse such Issuing Lender for the amount of any payment made by such Issuing Lender under any Letter of Credit, together with interest as provided hereinreduction whatsoever. (bii) If any amount required to be paid by any L/C Participant to any an Issuing Lender Bank pursuant to Section 3.4(a2.5(d)(i) in respect of any unreimbursed portion of any payment made by such Issuing Lender Bank under any Letter of Credit is not paid to such Issuing Lender Bank within three (3) one Business Days Day after the date such payment is due, such L/C Participant shall pay to such Issuing Lender Bank on demand an amount equal to the product of (iA) such amount, times (iiB) the daily average Federal Funds Effective Rate as quoted by the relevant Issuing Bank, during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing LenderBank, times (iiiC) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a2.5(d)(i) is not in fact made available to the relevant Issuing Lender Bank by such L/C Participant within three (3) Business Days after the date such payment is due, such Issuing Lender Bank shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Commitments of such LenderABR. A certificate of the relevant Issuing Lender Bank submitted to any L/C Participant with respect to any amounts owing under this Section subsection shall be conclusive in the absence of manifest error. (ciii) Whenever, at any time after the relevant any Issuing Lender Bank has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a2.5(d)(i), such Issuing Lender Bank receives any payment through the Administrative Agent related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such the Issuing LenderBank), or any payment of interest on account thereof, the Administrative Agent such Issuing Bank will distribute to each such Issuing Lender will distribute to each L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by such Issuing Lender Bank shall be required to be returned by such Issuing LenderBank, such L/C Participant shall return to the Administrative Agent such Issuing Bank the portion thereof previously distributed by such Issuing Lender Bank to it.

L/C Participations. (a) Each U.S. Issuing Lender irrevocably agrees to grant and hereby grants to each U.S. L/C Participant, and, to induce the each U.S. Issuing Lenders Lender to issue U.S. Letters of Credit hereunder, each U.S. L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each U.S. Issuing Lender, on the terms and conditions hereinafter statedset forth below, for such U.S. L/C Participant’s own account and risk an undivided interest equal to such U.S. L/C Participant’s U.S. Revolving Credit Percentage in each U.S. Issuing Lender’s obligations and rights under and in respect of each U.S. Letter of Credit issued by it hereunder and the amount of each draft paid by such each U.S. Issuing Lender thereunder. Each U.S. L/C Participant unconditionally and irrevocably agrees with each U.S. Issuing Lender that, if a draft is paid under any U.S. Letter of Credit issued by such Issuing Lender for which such the applicable U.S. Issuing Lender is not reimbursed in full by the U.S. Borrower in accordance with the terms of this Agreement, such U.S. L/C Participant shall pay to such Issuing Lender through the Administrative Agent upon demand of such U.S. Issuing Lender an amount equal to such U.S. L/C Participant’s U.S. Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation The Administrative Agent shall promptly forward such amounts to make such payment to such Issuing Lender as contemplated by this Section 3.4(a), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against such each U.S. Issuing Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default or Event of Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing. No such payment by any L/C Participant shall relieve or otherwise impair the obligation of the Borrower to reimburse such Issuing Lender for the amount of any payment made by such Issuing Lender under any Letter of Credit, together with interest as provided herein. (b) If any amount required to be paid by any U.S. L/C Participant to any the Administrative Agent for the account of a U.S. Issuing Lender pursuant to Section 3.4(a3.10(a) in respect of any unreimbursed portion of any payment made by such U.S. Issuing Lender under any U.S. Letter of Credit is not paid to the Administrative Agent for the account of such U.S. Issuing Lender within three (3) on the Business Days after the date Day such payment is due, such U.S. L/C Participant shall pay to the Administrative Agent for the account of such U.S. Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the Issuing Lender, times (iii) a fraction fraction, the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any U.S. L/C Participant pursuant to Section 3.4(a3.10(a) is not made available to the relevant Administrative Agent for the account of the applicable U.S. Issuing Lender by such U.S. L/C Participant within three (3) on the third Business Days Day after the date such payment is due, such U.S. Issuing Lender shall be entitled to recover from such U.S. L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Base Rate Loans under the U.S. Revolving Commitments of such LenderFacility. A certificate of the relevant a U.S. Issuing Lender submitted to any U.S. L/C Participant with respect to any amounts owing under this Section 3.10 shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the relevant a U.S. Issuing Lender has made payment under any U.S. Letter of Credit and has received from any U.S. L/C Participant its pro rata share of such payment in accordance with Section 3.4(a3.10(a), the Administrative Agent or such U.S. Issuing Lender receives any payment through the Administrative Agent related to such U.S. Letter of Credit (whether directly from the U.S. Borrower or otherwise, including proceeds of collateral applied thereto by such U.S. Issuing Lender), or any payment of interest on account thereof, the Administrative Agent or such U.S. Issuing Lender, as the case may be, will distribute to each such Issuing Lender will distribute to each U.S. L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by the Administrative Agent or such U.S. Issuing Lender Lender, as the case may be, shall be required to be returned by the Administrative Agent or such U.S. Issuing Lender, such U.S. L/C Participant shall return to the Administrative Agent for the account of such U.S. Issuing Lender the portion thereof previously distributed to it by the Administrative Agent or such U.S. Issuing Lender, as the case may be. (d) Each Canadian Issuing Lender irrevocably agrees to grant and hereby grants to each Canadian L/C Participant, and, to induce each Canadian Issuing Lender to itissue Canadian Letters of Credit hereunder, each Canadian L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each Canadian Issuing Lender, on the terms and conditions hereinafter stated, for such Canadian L/C Participant’s own account and risk, an undivided interest equal to such Canadian L/C Participant’s Canadian Revolving Credit Percentage in each Canadian Issuing Lender’s obligations and rights under each Canadian Letter of Credit issued by the Canadian Issuing Lender hereunder and the amount of each draft paid by such Canadian Issuing Lender thereunder. Each Canadian L/C Participant unconditionally and irrevocably agrees with such Canadian Issuing Lender that, if a draft is paid under any Canadian Letter of Credit issued by such Canadian Issuing Lender for which the Canadian Issuing Lender is not reimbursed in full by the Canadian Borrower and the U.S. Borrower in accordance with the terms of this Agreement, such Canadian L/C Participant shall pay to the Administrative Agent upon demand of such Canadian Issuing Lender an amount in Dollars equal to such Canadian L/C Participant’s Canadian Revolving Credit Percentage of the amount of such draft applicable, or any part thereof, that is not so reimbursed (based on the Dollar Equivalent thereof at the time of drawing). The Administrative Agent shall promptly forward such amounts to the applicable Canadian Issuing Lender. (e) If any amount required to be paid by any Canadian L/C Participant to a Canadian Issuing Lender pursuant to Section 3.10(d) in respect of any unreimbursed portion of any payment made by such Canadian Issuing Lender under any Canadian Letter of Credit is paid to the Administrative Agent for the account of such Canadian Issuing Lender on the Business Day such payment is due, such Canadian L/C Participant shall pay to the Administrative Agent, for the account of such Canadian Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the Canadian Issuing Lender, times (iii) a fraction, the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any Canadian L/C Participant pursuant to Section 3.10(d) is not made available to the Administrative Agent, for the account of a Canadian Issuing Lender, by such Canadian L/C Participant within three Business Days after the date such payment is due, the Administrative Agent, on behalf of such Canadian Issuing Lender, shall be entitled to recover from such Canadian L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Base Rate Loans under the Canadian Revolving Facility for amounts due in Dollars. A certificate of the Administrative Agent on behalf of the Canadian Issuing Lender submitted to any Canadian L/C Participant with respect to any such amounts owing under this Section 3.10 shall be conclusive in the absence of manifest error. (f) Whenever, at any time after a Canadian Issuing Lender has made payment under any Canadian Letter of Credit and has received from the Administrative Agent any Canadian L/C Participant’s pro rata share of such payment in accordance with Section 3.10(d), such Canadian Issuing Lender receives any payment related to such Canadian Letter of Credit (whether directly from the Canadian Borrower, the U.S. Borrower or otherwise, including proceeds of collateral applied thereto by such Canadian Issuing Lender), or any payment of interest on account thereof, such Canadian Issuing Lender will distribute to the Administrative Agent for the account of such Canadian L/C Participant (and thereafter, the Administrative Agent will promptly distribute to such Canadian L/C Participant) its pro rata share thereof; provided, however, that in the event that any such payment received by such Canadian Issuing Lender shall be required to be returned by the Canadian Issuing Lender, such Canadian L/C Participant shall return to the Administrative Agent for the account of such Canadian Issuing Lender the portion thereof previously distributed to it by such Canadian Issuing Lender or the Administrative Agent, as the case may be.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lenders Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each the Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Applicable Percentage in each the Issuing Lender’s obligations and rights under each Letter of Credit issued by it hereunder and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such the Issuing Lender through the Administrative Agent upon demand at the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Applicable Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. Each L/C Participant’s Lender acknowledges and agrees that its obligation to make such payment acquire participations pursuant to such Issuing Lender as contemplated by this Section 3.4(a), shall be paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstancecircumstance whatsoever, including (A) any setoffamendment, counterclaim, recoupment, defense renewal or other right which such Lender may have against such Issuing Lender, the Borrower extension of any Letter of Credit or any other Person for any reason whatsoever, (B) the occurrence or and continuance of a Default or Event of Default, reduction or (C) any other occurrence, event or condition, whether or not similar to any termination of the foregoing. No Revolving Credit Commitments, and that each such payment by shall be made without any L/C Participant shall relieve offset, abatement, withholding or otherwise impair the obligation of the Borrower to reimburse such Issuing Lender for the amount of any payment made by such Issuing Lender under any Letter of Credit, together with interest as provided hereinreduction whatsoever. (b) If any amount required to be paid by any L/C Participant to any the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit is paid to such the Issuing Lender within three (3) Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the relevant Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, such the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Commitments of such LenderBase Rate Loans. A certificate of the relevant Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the relevant Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such the Issuing Lender receives any payment through the Administrative Agent related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such the Issuing Lender), or any payment of interest on account thereof, the Administrative Agent will distribute to each such Issuing Lender will distribute to each such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by such the Issuing Lender shall be required to be returned by such the Issuing Lender, such L/C Participant shall return to the Administrative Agent Issuing Lender the portion thereof previously distributed by such the Issuing Lender to it.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the each Issuing Lenders Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk risk, an undivided interest equal to such L/C Participant’s Revolving Credit Percentage in each Issuing Lender’s obligations and rights under each Letter of Credit issued by it such Issuing Lender hereunder and the amount of each draft drawing paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft drawing is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender through upon demand at such Issuing Lender’s address for notices specified herein (and thereafter the Administrative Agent upon demand shall promptly pay to such Issuing Lender) an amount equal to such L/C Participant’s Revolving Credit Percentage of the amount of such draftdrawing, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to make pay such payment to such Issuing Lender as contemplated by this Section 3.4(a), amount shall be absolute and unconditional and shall not be affected by any circumstance, including (Ai) any setoff, counterclaim, recoupment, defense or other right which that such Lender L/C Participant may have against such any Issuing Lender, the Borrower or any other Person for any reason whatsoever, (Bii) the occurrence or continuance of a Default or an Event of DefaultDefault or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other L/C Participant or (Cv) any other occurrencecircumstance, happening or event or conditionwhatsoever, whether or not similar to any of the foregoing. No such payment by any L/C Participant shall relieve or otherwise impair the obligation of the Borrower to reimburse such Issuing Lender for the amount of any payment made by such Issuing Lender under any Letter of Credit, together with interest as provided herein. (b) If any amount (a “Participation Amount”) required to be paid by any L/C Participant to any an Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three (3) Business Days after the date such payment is due, such Issuing Lender shall so notify the Administrative Agent, which shall promptly notify the L/C Participants, and each L/C Participant shall pay to the Administrative Agent, for the account of such Issuing Lender Lender, on demand (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) an amount equal to the product of (i) such amountParticipation Amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount Participation Amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Administrative Agent for the account of the relevant Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, the Administrative Agent on behalf of such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount Participation Amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Base Rate Loans under the Revolving Commitments of such LenderCredit Facility. A certificate of the relevant Administrative Agent submitted on behalf of an Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the relevant an Issuing Lender has made payment under any Letter of Credit and has received from the Administrative Agent any L/C Participant its Participant’s pro rata share of such payment in accordance with Section 3.4(a), such Issuing Lender receives any payment through the Administrative Agent related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, the Administrative Agent will distribute to each such Issuing Lender will distribute to each the Administrative Agent for the account of such L/C Participant (and thereafter the Administrative Agent will promptly distribute to such L/C Participant) its pro rata share thereof; provided, however, that in the event that any such payment received by such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of such Issuing Lender (and thereafter the Administrative Agent shall promptly return to such Issuing Lender) the portion thereof previously distributed by such Issuing Lender to itLender.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lenders to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Revolving Percentage in each Issuing Lender’s 's obligations and rights under each Letter of Credit issued by it hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender through the Administrative Agent upon demand an amount equal to such L/C Participant’s 's Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s 's obligation to make such payment to such Issuing Lender as contemplated by this Section 3.4(a), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against such Issuing Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default or Event of Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing. No such payment by any L/C Participant shall relieve or otherwise impair the obligation of the Borrower to reimburse such Issuing Lender for the amount of any payment made by such Issuing Lender under any Letter of Credit, together with interest as provided herein. (b) If any amount required to be paid by any L/C Participant to any Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three (3) Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the relevant Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Commitments of such Lender. A certificate of the relevant Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the relevant Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such Issuing Lender receives any payment through the Administrative Agent related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, the Administrative Agent will distribute to each such Issuing Lender will distribute to each L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to the Administrative Agent the portion thereof previously distributed by such Issuing Lender to it.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the each Issuing Lenders Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk risk, an undivided interest equal to such L/C Participant’s Revolving Percentage in each Issuing Lender’s obligations and rights under each Letter of Credit issued by it such Issuing Lender hereunder and the amount of each draft drawing paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft drawing is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Designated Agent for the account of such Issuing Lender through the Administrative Agent upon demand at such Issuing Lender’s address for notices specified herein (and thereafter the Designated Agent shall promptly pay to such Issuing Lender) an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draftdrawing, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to make pay such payment to such Issuing Lender as contemplated by this Section 3.4(a), amount shall be absolute and unconditional and shall not be affected by any circumstance, including (Ai) any setoff, counterclaim, recoupment, defense or other right which that such Lender L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (Bii) the occurrence or continuance of a Default or an Event of DefaultDefault or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower or any other L/C Participant or (Cv) any other occurrencecircumstance, happening or event or conditionwhatsoever, whether or not similar to any of the foregoing. No such payment by any L/C Participant shall relieve or otherwise impair the obligation of the Borrower to reimburse such Issuing Lender for the amount of any payment made by such Issuing Lender under any Letter of Credit, together with interest as provided herein. (b) If any amount (a “Participation Amount”) required to be paid by any L/C Participant to any an Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is not paid to such Issuing Lender within three (3) Business Days after the date such payment is due, such Issuing Lender shall so notify the Designated Agent, which shall promptly notify the L/C Participants, and each L/C Participant shall pay to the Designated Agent, for the account of such Issuing Lender Lender, on demand (and thereafter the Designated Agent shall promptly pay to such Issuing Lender) an amount equal to the product of (i) such amountParticipation Amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount Participation Amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Designated Agent for the account of the relevant Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, the Designated Agent on behalf of such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount Participation Amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Commitments of such LenderLoans. A certificate of the relevant Designated Agent submitted on behalf of an Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the relevant an Issuing Lender has made payment under any Letter of Credit and has received from the Designated Agent any L/C Participant its Participant’s pro rata share of such payment in accordance with Section 3.4(a), such Issuing Lender receives any payment through the Administrative Agent related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, the Administrative Agent will distribute to each such Issuing Lender will distribute to each the Designated Agent for the account of such L/C Participant (and thereafter the Designated Agent will promptly distribute to such L/C Participant) its pro rata share thereof; provided, however, that in the event that any such payment received by such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to the Administrative Designated Agent for the account of such Issuing Lender (and thereafter the Designated Agent shall promptly return to such Issuing Lender) the portion thereof previously distributed by such Issuing Lender to itLender.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the each Issuing Lenders Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk risk, an undivided interest equal to such L/C Participant’s Revolving Credit Percentage in each Issuing Lender’s obligations and rights under each Letter of Credit issued by it such Issuing Lender hereunder and the amount of each draft paid L/C Disbursement made by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if such Issuing Lender makes any L/C Disbursement in respect of a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender through upon demand at such Issuing Lender’s address for notices specified herein (and thereafter the Administrative Agent upon demand shall promptly pay to such Issuing Lender) in Dollars, an amount equal to such L/C Participant’s Revolving Credit Percentage of the amount of such draftL/C Disbursement, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to make pay such payment to such Issuing Lender as contemplated by this Section 3.4(a), amount shall be absolute and unconditional and shall not be affected by any circumstance, including (Ai) any setoff, counterclaim, recoupment, abatement, withholding, reduction, defense or other right which that such Lender L/C Participant may have against such each Issuing Lender, the Borrower or any other Person for any reason whatsoever, (Bii) the occurrence or continuance of a Default or an Event of DefaultDefault or the failure to satisfy any of the other conditions specified in Article 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other L/C Participant or (Cv) any other occurrencecircumstance, happening or event or conditionwhatsoever, whether or not similar to any of the foregoing. No such payment by any L/C Participant shall relieve or otherwise impair the obligation of the Borrower to reimburse such Issuing Lender for the amount of any payment made by such Issuing Lender under any Letter of Credit, together with interest as provided herein. (b) If any amount (a “Participation Amount”) required to be paid by any L/C Participant to any an Issuing Lender pursuant to Section 3.4(a3.04(a) in respect of any unreimbursed portion of any payment L/C Disbursement made by such Issuing Lender under any Letter of Credit is not paid to such Issuing Lender within three (3) one Business Days Day after the date such payment is due, such Issuing Lender shall so notify the Administrative Agent, which shall promptly notify the L/C Participants, and each L/C Participant shall pay to the Administrative Agent, for the account of such Issuing Lender Lender, on demand (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) in Dollars, an amount equal to the product of (i) such amountParticipation Amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount Participation Amount required to be paid by any L/C Participant pursuant to Section 3.4(a3.04(a) is not made available to the Administrative Agent for the account of the relevant Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, the Administrative Agent on behalf of such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount Participation Amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Base Rate Loans under the Revolving Commitments of such LenderCredit Facility. A certificate of the relevant Administrative Agent submitted on behalf of an Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the relevant an Issuing Lender has made payment under any L/C Disbursement in respect of a Letter of Credit issued by such Issuing Lender and has received from the Administrative Agent any L/C Participant its Participant’s pro rata share of such payment in accordance with Section 3.4(a3.04(a), such Issuing Lender receives any payment through the Administrative Agent related to such Letter of Credit (whether directly from the Borrower Company or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, the Administrative Agent will distribute to each such Issuing Lender will distribute to each the Administrative Agent for the account of such L/C Participant (and thereafter the Administrative Agent will promptly distribute to such L/C Participant) its pro rata share thereof; provided, however, that in the event that if any such payment received by such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of such Issuing Lender (and thereafter the Administrative Agent shall promptly return to such Issuing Lender) the portion thereof previously distributed by such Issuing Lender to itLender.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the each Issuing Lenders Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk risk, an undivided interest equal to such L/C Participant’s Revolving Credit Percentage in of each Issuing Lender’s obligations and rights under each Letter of Credit issued by it such Issuing Lender hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender through upon demand at the Funding Office (and thereafter the Administrative Agent upon demand shall promptly pay to such Issuing Lender) an amount equal to such L/C Participant’s Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to make pay such payment to such Issuing Lender as contemplated by this Section 3.4(a), amount shall be absolute and unconditional and shall not be affected by any circumstance, including (Ai) any setoff, counterclaim, recoupment, defense or other right which that such Lender L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (Bii) the occurrence or continuance of a Default or an Event of DefaultDefault or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower or any other L/C Participant or (Cv) any other occurrencecircumstance, happening or event or conditionwhatsoever, whether or not similar to any of the foregoing. No such payment by The failure of any L/C Participant shall relieve or otherwise impair the obligation of the Borrower to reimburse such Issuing Lender for the amount of make any payment made by such Issuing Lender under pursuant to this Section 3.4 shall not relieve any Letter other L/C Participant of Credit, together with interest as provided hereinits obligation hereunder. (b) If any amount (a “Participation Amount”) required to be paid by any L/C Participant to any an Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three (3) Business Days after the date such payment is due, such Issuing Lender shall so notify the Administrative Agent, which shall promptly notify the L/C Participants, and each L/C Participant shall pay to the Administrative Agent, for the account of such Issuing Lender Lender, on demand (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) an amount equal to the product of (i) such amountParticipation Amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount Participation Amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Administrative Agent for the account of the relevant Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, the Administrative Agent on behalf of such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount Participation Amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Base Rate Loans under the Revolving Commitments of such LenderCredit Facility. A certificate of the relevant Administrative Agent submitted on behalf of an Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the relevant an Issuing Lender has made payment under any Letter of Credit and has received from the Administrative Agent any L/C Participant its Participant’s pro rata share of such payment in accordance with Section 3.4(a), such Issuing Lender receives any payment through the Administrative Agent related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, the Administrative Agent will distribute to each such Issuing Lender will distribute to each the Administrative Agent for the account of such L/C Participant (and thereafter the Administrative Agent will promptly distribute to such L/C Participant) its pro rata share thereof; provided, however, that in the event that any such payment received by such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of such Issuing Lender (and thereafter the Administrative Agent shall promptly return to such Issuing Lender) the portion thereof previously distributed by such Issuing Lender to itLender.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each U.S. Facility L/C Participant or Canadian Facility L/C Participant, as applicable, and, to induce the such Issuing Lenders Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each the applicable Issuing Lender, without recourse or warranty, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Tranche A U.S. Facility Commitment Percentage or Tranche A Canadian Facility Commitment Percentage, as applicable (determined on the date of issuance of the relevant Letter of Credit) in each such Issuing Lender’s obligations and rights under each Letter of Credit issued by it or continued hereunder and (including, without limitation, each Letter of Credit outstanding on the Maturity Date), the amount of each draft paid by such Issuing Lender thereunderthereunder and the obligations of the Loan Parties under this Agreement with respect thereto (although Letter of Credit fees and commissions, including the L/C Fees, shall be payable directly to the Administrative Agent for the account of such Issuing Lender and L/C Participants, as provided in subsection 3.3, and the L/C Participants shall have no right to receive any portion of any facing fees with respect to any such Letters of Credit) and any security therefor or guaranty pertaining thereto. Each L/C Participant unconditionally and irrevocably agrees with each the applicable Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the applicable Borrower in respect of such Letter of Credit in accordance with the terms of this Agreementsubsection 3.5(a), such L/C Participant shall pay to such Issuing Lender through the Administrative Agent for the account of the Issuing Lender upon demand at the Administrative Agent’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Tranche A U.S. Facility Commitment Percentage or Tranche A Canadian Facility Commitment Percentage, as applicable, of the amount of such draft, or any part thereof, that which is not so reimbursed. Each L/C Participant’s obligation to make such payment to ; provided that nothing in this paragraph shall relieve such Issuing Lender as contemplated by this Section 3.4(a)of any liability resulting from the gross negligence or willful misconduct of such Issuing Lender, shall be absolute and unconditional and shall not be affected by or otherwise affect any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against such Issuing Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default or Event of Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing. No such payment by that any L/C Participant shall relieve may have as a result of such gross negligence or otherwise impair the obligation willful misconduct. All calculations of the Borrower L/C Participants’ Tranche A U.S. Facility Commitment Percentages and Tranche A Canadian Facility Commitment Percentages shall be made from time to reimburse such Issuing Lender for time by the amount of any payment made by such Issuing Lender under any Letter of CreditAdministrative Agent, together with interest as provided hereinwhich calculations shall be conclusive absent manifest error. (b) If any amount required to be paid by any L/C Participant to any the Administrative Agent for the account of such Issuing Lender on demand by such Issuing Lender pursuant to Section subsection 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of such Issuing Lender within three (3) Business Days after the date such payment demand is duemade, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate (or, in the case of a Tranche A Canadian Facility Lender, the interbank rate customarily charged by the Bank of Canada for overnight loans) during the period from and including the date such payment is required to the date on which such payment is immediately available to the Administrative Agent for the account of such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section subsection 3.4(a) is not in fact made available to the relevant Administrative Agent for the account of such Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon (with interest based on the Dollar Equivalent of any amounts denominated in Canadian Dollars) calculated from such due date at the rate per annum applicable to Tranche A U.S. Facility Revolving Credit Loans and Tranche A Canadian Facility Revolving Credit Loans, as applicable, maintained as ABR Loans under accruing interest at the Revolving Commitments of such LenderABR hereunder. A certificate of the relevant such Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section subsection 3.4 (which shall include calculations of any such amounts in reasonable detail) shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the relevant applicable Issuing Lender has made payment under any Letter of Credit and has received through the Administrative Agent from any L/C Participant its pro rata share of such payment in accordance with Section subsection 3.4(a), such Issuing Lender receives any payment through the Administrative Agent Agent, any payment related to such Letter of Credit (whether directly from the applicable Borrower in respect of such Letter of Credit or otherwise, including proceeds of collateral Collateral applied thereto by the Administrative Agent or by such Issuing Lender), or any payment of interest on account thereof, the Administrative Agent will will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to each such Issuing Lender will distribute to each L/C Participant its pro rata share thereofthereof prior to the end of such Business Day and otherwise the Administrative Agent will distribute such payment on the next succeeding Business Day; provided, however, that in the event that any such payment received by such the Issuing Lender through the Administrative Agent shall be required to be returned by such Issuing Lender, such L/C Participant shall return to such Issuing Lender through the Administrative Agent the portion thereof previously distributed by such Issuing Lender the Administrative Agent to it.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lenders Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each the Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk risk, an undivided interest equal to such L/C Participant’s Revolving Percentage in each the Issuing Lender’s obligations and rights under each Letter of Credit issued by it the Issuing Lender hereunder and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit issued by such the Issuing Lender for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender through the Administrative Agent for the account of the Issuing Lender upon demand at the Issuing Lender’s address for notices specified herein (and thereafter the Administrative Agent shall promptly pay to the Issuing Lender) an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to make pay such payment to such Issuing Lender as contemplated by this Section 3.4(a), amount shall be absolute and unconditional and shall not be affected by any circumstance, including (Ai) any setoff, counterclaim, recoupment, defense or other right which that such Lender L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (Bii) the occurrence or continuance of a Default or an Event of DefaultDefault or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Borrower or any other L/C Participant or (Cv) any other occurrencecircumstance, happening or event or conditionwhatsoever, whether or not similar to any of the foregoing. No such payment by any L/C Participant shall relieve or otherwise impair the obligation of the Borrower to reimburse such Issuing Lender for the amount of any payment made by such Issuing Lender under any Letter of Credit, together with interest as provided herein. (b) If any amount (a “Participation Amount”) required to be paid by any L/C Participant to any the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit is paid to such the Issuing Lender within three (3) Business Days after the date such payment is due, such the Issuing Lender shall so notify the Administrative Agent, which shall promptly notify the L/C Participants, and each L/C Participant shall pay to such the Administrative Agent, for the account of the Issuing Lender Lender, on demand (and thereafter the Administrative Agent shall promptly pay to the Issuing Lender) an amount equal to the product of (i) such amountParticipation Amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount Participation Amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the relevant Administrative Agent for the account of the Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, such the Administrative Agent on behalf of the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount Participation Amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Commitments of such LenderLoans. A certificate of the relevant Administrative Agent submitted on behalf of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the relevant Issuing Lender has made payment under any Letter of Credit and has received from the Administrative Agent any L/C Participant its Participant’s pro rata share of such payment in accordance with Section 3.4(a), such the Issuing Lender receives any payment through the Administrative Agent related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such the Issuing Lender), or any payment of interest on account thereof, the Administrative Agent will distribute to each such Issuing Lender will distribute to each the Administrative Agent for the account of such L/C Participant (and thereafter the Administrative Agent will promptly distribute to such L/C Participant) its pro rata share thereof; provided, however, that in the event that any such payment received by such the Issuing Lender shall be required to be returned by such the Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of the Issuing Lender (and thereafter the Administrative Agent shall promptly return to the Issuing Lender) the portion thereof previously distributed by such the Issuing Lender to itLender.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lenders to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each such Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk risk, an undivided interest equal to in such L/C Participant’s Revolving Percentage in each Issuing Lender’s obligations and rights under each Letter of Credit issued or provided by it such Issuing Lender hereunder and the amount of each draft amounts paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender through the Administrative Agent upon demand an amount thereunder equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Facility Commitment Percentage. (b) Each L/C Participant’s obligation to make accept and purchase for such payment to L/C Participant’s own account and risk, an undivided participation interest in an Issuing Lender’s obligations and rights under each Letter of Credit issued or provided by such Issuing Lender as contemplated hereunder and the amounts paid by this Section 3.4(a), such Issuing Lender thereunder equal to such L/C Participant’s Revolving Facility Commitment Percentage thereof shall be absolute and unconditional and shall not be affected by any circumstance, including including, without limitation, (Ai) any setoffset-off, counterclaim, recoupment, defense or other right which such Lender L/C Participant may have against such any Issuing Lender, the Borrower any Borrower, or any other Person for any reason whatsoever, (Bii) the occurrence or continuance of a Default or an Event of Default, (iii) any adverse change in the condition (financial or otherwise) of any Loan Party, (iv) any breach of this Agreement or any other Loan Document by any Loan Party or any other Lender or (Cv) any other occurrencecircumstance, happening or event or conditionwhatsoever, whether or not similar to any of the foregoing. No . (c) The obligations of the L/C Participants to purchase participations in the obligations of the Issuing Lenders under outstanding Letters of Credit pursuant to Section 3.5 shall survive the Revolving Facility Commitment Termination Date with respect to Letters of Credit which have been Cash Collateralized pursuant to Section 3.3(b) until the earliest of (i) the expiration date for such Letters of Credit and all drawings thereunder having been repaid in full, (ii) the date the entire amount available under such Letters of Credit are drawn and such drawings are repaid and no further drawings are permitted under such Letters of Credit, and (iii) the date that is nine (9) months after the Revolving Facility Commitment Termination Date applicable to such Letters of Credit; provided that notwithstanding any other provision of this Section 3.5(c), with respect to any Letter of Credit having an expiration date following the Revolving Facility Commitment Termination Date applicable thereto (such a Letter of Credit, a “Post-Termination LOC”), in no event shall the obligations of the L/C Participants to purchase participations in the obligations of an Issuing Lender under a Post-Termination LOC pursuant to Section 3.5(a) expire or terminate prior to the Business Day following the expiration, cancellation or termination of the last remaining outstanding Post-Termination LOC and the payment in full of all drawings, if any, thereunder. (d) If for any reason any Unreimbursed Amount cannot be refinanced by an L/C Reimbursement Loan in accordance with Section 3.6(c), each L/C Participant shall, on or before the deadline for such Revolving Facility Loan to have been made, pay to the Administrative Agent for the account of the applicable Issuing Lender in immediately available funds such L/C Participant’s Revolving Facility Commitment Percentage of such Unreimbursed Amount, and upon receipt thereof, the Administrative Agent shall promptly distribute such funds to the applicable Issuing Lender in like funds received. (e) If any L/C Participant shall relieve fails to timely pay to the Administrative Agent all or otherwise impair the obligation a portion of the Borrower to reimburse such Issuing Lender for the amount its Revolving Facility Commitment Percentage of any payment made by such Issuing Lender under any Letter of Credit, together with interest as provided herein. (b) If any amount Unreimbursed Amount required to be paid by any L/C Participant to any Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three (3) Business Days after the date such payment is due3.5(d), such L/C Participant overdue amounts shall pay to such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the relevant Issuing Lender bear interest payable by such L/C Participant within three (3) Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Base Rate Loans under the Revolving Commitments of hereunder until such Lender. A certificate of the relevant Issuing Lender submitted to any L/C Participant with respect to any overdue amounts owing under this Section shall be conclusive are paid in the absence of manifest errorfull. (cf) Whenever, at any time after the relevant any Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share Revolving Facility Commitment Percentage of such payment in accordance with Section 3.4(a)any Unreimbursed Amount, such Issuing Lender receives any payment through the Administrative Agent related to such Letter of Credit on account thereof (whether directly from the a Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, the Administrative Agent will distribute to each such Issuing Lender will shall distribute to each such L/C Participant its pro rata share Revolving Facility Commitment Percentage of such payments and promptly notify the Administrative Agent in writing thereof; provided, however, that in the event that any such payment received by such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to the Administrative Agent such Issuing Lender the portion thereof previously distributed by such Issuing Lender to itit in like funds received and promptly notify the Administrative Agent in writing thereof. The Administrative Agent may conclusively rely on such written notices as evidence of such distribution to the extent that such distributions were not made through the Administrative Agent.

L/C Participations. (ai) Each Issuing Lender Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the each Issuing Lenders Bank to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each such Issuing LenderBank, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in each Issuing LenderBank’s obligations and rights under each Letter of Credit issued by it hereunder and the aggregate amount of each draft paid by such Issuing Lender thereunderdrawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e). Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender Bank that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender Bank is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender through the Administrative Agent Bank upon demand at such Issuing Bank’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. Each L/C Participant’s Bank acknowledges and agrees that its obligation to make such payment acquire participations pursuant to such Issuing Lender as contemplated by this Section 3.4(a), shall be 2.5(d)(i) in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstancecircumstance whatsoever, including (A) any setoffamendment, counterclaim, recoupment, defense renewal or other right which such Lender may have against such Issuing Lender, the Borrower extension of any Letter of Credit or any other Person for any reason whatsoever, (B) the occurrence or and continuance of a Default or Event of Default, Default or (C) any other occurrence, event reduction or condition, whether or not similar to any termination of the foregoing. No Commitments, and that each such payment by shall be made without any L/C Participant shall relieve offset, abatement, withholding or otherwise impair the obligation of the Borrower to reimburse such Issuing Lender for the amount of any payment made by such Issuing Lender under any Letter of Credit, together with interest as provided hereinreduction whatsoever. (bii) If any amount required to be paid by any L/C Participant to any an Issuing Lender Bank pursuant to Section 3.4(a2.5(d)(i) in respect of any unreimbursed portion of any payment made by such Issuing Lender Bank under any Letter of Credit is not paid to such Issuing Lender Bank within three (3) one Business Days Day after the date such payment is due, such L/C Participant shall pay to such Issuing Lender Bank on demand an amount equal to the product of (iA) such amount, times (iiB) the daily average Federal Funds Effective Rate as quoted by the relevant Issuing Bank, during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing LenderBank, times (iiiC) a fraction fraction, the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a2.5(d)(i) is not in fact made available to the relevant Issuing Lender Bank by such L/C Participant within three (3) Business Days after the date such payment is due, such Issuing Lender Bank shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Commitments of such LenderAlternate Base Rate. A certificate of the relevant Issuing Lender Bank submitted to any L/C Participant with respect to any amounts owing under this Section subsection shall be conclusive in the absence of manifest error. (ciii) Whenever, at any time after the relevant any Issuing Lender Bank has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a2.5(d)(i), such Issuing Lender Bank receives any payment through the Administrative Agent related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such the Issuing LenderBank), or any payment of interest on account thereof, the Administrative Agent such Issuing Bank will distribute to each such Issuing Lender will distribute to each L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by such Issuing Lender Bank shall be required to be returned by such Issuing LenderBank, such L/C Participant shall return to the Administrative Agent such Issuing Bank the portion thereof previously distributed by such Issuing Lender Bank to it.

L/C Participations. (a) Each Issuing Lender of a Class irrevocably agrees to grant and hereby grants to each L/C ParticipantParticipant of such Class, and, to induce the such Issuing Lenders Lender to issue Letters of Credit hereunderof such Class, each L/C Participant of such Class irrevocably agrees to accept and purchase and hereby accepts and purchases from each such Issuing Lender, on the terms and conditions hereinafter statedset forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Dollar Revolving Percentage or Multicurrency Revolving Percentage, as the case may be, in each such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit of the applicable Class issued by it hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably of a Class agrees with each Issuing Lender of such Class that, if a draft is paid under any Letter of Credit of such Class issued by such Issuing Lender it for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender through the Administrative Agent upon demand an amount equal to such L/C Participant’s Dollar Revolving Percentage or Multicurrency Revolving Percentage, as the case may be, of the amount of such draft, or any part thereof, that is not so reimbursedreimbursed (“L/C Disbursements”); provided that nothing in this paragraph shall relieve the Issuing Lender of any liability resulting from gross negligence or willful misconduct of such Issuing Lender. Each L/C Participant’s obligation to make pay such payment to such Issuing Lender as contemplated by this Section 3.4(a), amount shall be absolute and unconditional and shall not be affected by any circumstance, including (Ai) any setoff, counterclaim, recoupment, defense or other right which that such Lender L/C Participant may have against such any Issuing Lender, the Borrower or any other Person for any reason whatsoever, (Bii) the occurrence or continuance of a Default or an Event of DefaultDefault or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the financial condition of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other L/C Participant or (Cv) any other occurrencecircumstance, happening or event or conditionwhatsoever, whether or not similar to any of the foregoing. No such payment by any L/C Participant shall relieve or otherwise impair the obligation of the Borrower to reimburse such Issuing Lender for the amount of any payment made by such Issuing Lender under any Letter of Credit, together with interest as provided herein. (b) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of any Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of such Issuing Lender within three (3) Business Days after the date such payment is due, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Administrative Agent for the account of the relevant Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Commitments of such LenderFacility. A certificate of the relevant Issuing Lender submitted to any relevant L/C Participant with respect to any amounts owing under this Section shall be conclusive presumptively correct in the absence of manifest error. (c) Whenever, at any time after the relevant any Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), ) such Issuing Lender receives any payment through the Administrative Agent related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, the Administrative Agent will distribute to each such Issuing Lender will distribute to each the Administrative Agent for the account of such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it. (d) Notwithstanding anything to the contrary contained in this Agreement, in the event an L/C Participant becomes a Defaulting Lender, then such Defaulting Lender’s Revolving Percentage in all outstanding Letters of Credit will automatically be reallocated among the L/C Participants that are Non-Defaulting Lenders pro rata in accordance with each Non-Defaulting Lender’s Revolving Percentage (calculated without regard to the Revolving Commitment of the Defaulting Lender) but only to the extent that no Default or Event of Default shall have occurred and be continuing at the time of such reallocation (provided, that such amounts shall be automatically reallocated upon the cure or waiver of such Default or Event of Default) and that such reallocation does not cause the Revolving Extensions of Credit of any Non-Defaulting Lender to exceed the Revolving Commitment of such Non-Defaulting Lender. If such reallocation cannot, or can only partially be effected, the Borrower shall, within five Business Days after written notice from the Administrative Agent, pay to the Administrative Agent, an amount of cash equal to such Defaulting Lender’s Revolving Percentage (calculated as in effect immediately prior to it becoming a Defaulting Lender) of the L/C Obligations (after giving effect to any partial reallocation pursuant to the first sentence of this Section 3.4(d)) to be held as security for all obligations of the Borrower to the Issuing Lenders hereunder in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative Agent. So long as there is a Defaulting Lender, an Issuing Lender shall not be required to issue any Letter of Credit where the sum of the Non-Defaulting Lenders’ Revolving Percentage, as applicable, of the outstanding Revolving Loans, Swingline Loans and their participations in Letters of Credit after giving effect to any such requested Letter of Credit would exceed (such excess, the “L/C Shortfall”) the aggregate Revolving Commitments of the Non-Defaulting Lenders, unless the Borrower shall pay to the Administrative Agent, an amount of cash or Cash Equivalents equal to the amount of the L/C Shortfall, such cash or Cash Equivalents to be held as security for all obligations of the Borrower to the Issuing Lenders hereunder in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative Agent.

L/C Participations. (ai) Each Issuing Lender Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the each Issuing Lenders Bank to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each such Issuing LenderBank, on the terms and conditions hereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Revolving Percentage in each Issuing Lender’s Bank's obligations and rights under each Letter of Credit issued by it hereunder and the aggregate amount of each draft paid by such Issuing Lender thereunderdrawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.4(e). Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender Bank that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender Bank is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender through the Administrative Agent Bank upon demand at such Issuing Bank's address for notices specified herein an amount equal to such L/C Participant’s 's Revolving Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. Each L/C Participant’s Bank acknowledges and agrees that its obligation to make such payment acquire participations pursuant to such Issuing Lender as contemplated by this Section 3.4(a), shall be 2.4(d)(i) in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstancecircumstance whatsoever, including (A) any setoffamendment, counterclaim, recoupment, defense renewal or other right which such Lender may have against such Issuing Lender, the Borrower extension of any Letter of Credit or any other Person for any reason whatsoever, (B) the occurrence or and continuance of a Default or Event of Default, reduction or (C) any other occurrence, event or condition, whether or not similar to any termination of the foregoing. No Commitments, and that each such payment by shall be made without any L/C Participant shall relieve offset, abatement, withholding or otherwise impair the obligation of the Borrower to reimburse such Issuing Lender for the amount of any payment made by such Issuing Lender under any Letter of Credit, together with interest as provided hereinreduction whatsoever. (bii) If any amount required to be paid by any L/C Participant to any an Issuing Lender Bank pursuant to Section 3.4(a2.4(d)(i) in respect of any unreimbursed portion of any payment made by such Issuing Lender Bank under any Letter of Credit is not paid to such Issuing Lender Bank within three (3) one Business Days Day after the date such payment is due, such L/C Participant shall pay to such Issuing Lender Bank on demand an amount equal to the product of (iA) such amount, times (iiB) the daily average Federal Funds Effective Rate as quoted by the relevant Issuing Bank, during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing LenderBank, times (iiiC) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a2.4(d)(i) is not in fact made available to the relevant Issuing Lender Bank by such L/C Participant within three (3) Business Days after the date such payment is due, such Issuing Lender Bank shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Commitments of such LenderABR. A certificate of the relevant Issuing Lender Bank submitted to any L/C Participant with respect to any amounts owing under this Section subsection shall be conclusive in the absence of manifest error. (ciii) Whenever, at any time after the relevant any Issuing Lender Bank has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a2.4(d)(i), such Issuing Lender Bank receives any payment through the Administrative Agent related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such the Issuing LenderBank), or any payment of interest on account thereof, the Administrative Agent such Issuing Bank will distribute to each such Issuing Lender will distribute to each L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by such Issuing Lender Bank shall be required to be returned by such Issuing LenderBank, such L/C Participant shall return to the Administrative Agent such Issuing Bank the portion thereof previously distributed by such Issuing Lender Bank to it.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the each Issuing Lenders Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk risk, an undivided interest equal to such L/C Participant’s Revolving Credit Percentage in each Issuing Lender’s obligations and rights under each Letter of Credit issued by it such Issuing Lender hereunder and the amount of each draft paid L/C Disbursement made by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if such Issuing Lender makes any L/C Disbursement in respect of a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender through upon demand at such Issuing Lender’s address for notices specified herein (and thereafter the Administrative Agent upon demand shall promptly pay to such Issuing Lender) an amount equal to such L/C Participant’s Revolving Credit Percentage of the amount of such draftL/C Disbursement, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to make pay such payment to such Issuing Lender as contemplated by this Section 3.4(a), amount shall be absolute and unconditional and shall not be affected by any circumstance, including (Ai) any setoff, counterclaim, recoupment, abatement, withholding, reduction, defense or other right which that such Lender L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (Bii) the occurrence or continuance of a Default or an Event of DefaultDefault or the failure to satisfy any of the other conditions specified in Article 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other L/C Participant or (Cv) any other occurrencecircumstance, happening or event or conditionwhatsoever, whether or not similar to any of the foregoing. No such payment by any L/C Participant shall relieve or otherwise impair the obligation of the Borrower to reimburse such Issuing Lender for the amount of any payment made by such Issuing Lender under any Letter of Credit, together with interest as provided herein. (b) If any amount (a “Participation Amount”) required to be paid by any L/C Participant to any an Issuing Lender pursuant to Section 3.4(a3.04(a) in respect of any unreimbursed portion of any payment L/C Disbursement made by such Issuing Lender under any Letter of Credit is not paid to such Issuing Lender within three (3) Business Days after the date such payment is due, such Issuing Lender shall so notify the Administrative Agent, which shall promptly notify the L/C Participants, and each L/C Participant shall pay to the Administrative Agent, for the account of such Issuing Lender Lender, on demand (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) an amount equal to the product of (i) such amountParticipation Amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount Participation Amount required to be paid by any L/C Participant pursuant to Section 3.4(a3.04(a) is not made available to the Administrative Agent for the account of the relevant Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, the Administrative Agent on behalf of such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount Participation Amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Commitments of such LenderFacility. A certificate of the relevant Administrative Agent submitted on behalf of an Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the relevant an Issuing Lender has made payment under any L/C Disbursement in respect of a Letter of Credit issued by such Issuing Lender and has received from the Administrative Agent any L/C Participant its Participant’s pro rata share of such payment in accordance with Section 3.4(a3.04(a), such Issuing Lender receives any payment through the Administrative Agent related to such Letter of Credit (whether directly from the Borrower Company or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, the Administrative Agent will distribute to each such Issuing Lender will distribute to each the Administrative Agent for the account of such L/C Participant (and thereafter the Administrative Agent will promptly distribute to such L/C Participant) its pro rata share thereof; provided, however, that in the event that if any such payment received by such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of such Issuing Lender (and thereafter the Administrative Agent shall promptly return to such Issuing Lender) the portion thereof previously distributed by such Issuing Lender to itLender.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lenders to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each such Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk risk, an undivided interest equal to in such L/C Participant’s Revolving Percentage in each Issuing Lender’s obligations and rights under each Letter of Credit issued or provided by it such Issuing Lender hereunder and the amount of each draft amounts paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender through the Administrative Agent upon demand an amount thereunder equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Working Capital Facility Commitment Percentage. (b) Each L/C Participant’s obligation to make accept and purchase for such payment to L/C Participant’s own account and risk, an undivided participation interest in an Issuing Lender’s obligations and rights under each Letter of Credit issued or provided by such Issuing Lender as contemplated hereunder and the amounts paid by this Section 3.4(a), such Issuing Lender thereunder equal to such L/C Participant’s Working Capital Facility Commitment Percentage thereof shall be absolute and unconditional and shall not be affected by any circumstance, including including, without limitation, (Ai) any setoffset-off, counterclaim, recoupment, defense or other right which such Lender L/C Participant may have against such any Issuing Lender, the Borrower any Borrower, or any other Person for any reason whatsoever, (Bii) the occurrence or continuance of a Default or an Event of Default, (iii) any adverse change in the condition (financial or otherwise) of any Loan Party, (iv) any breach of this Agreement or any other Loan Document by any Loan Party or any other Lender or (Cv) any other occurrencecircumstance, happening or event or conditionwhatsoever, whether or not similar to any of the foregoing. No . (c) The obligations of the L/C Participants to purchase participations in the obligations of the Issuing Lenders under outstanding Letters of Credit pursuant to Section 3.5 shall survive the Working Capital Facility Commitment Termination Date with respect to Letters of Credit which have been Cash Collateralized pursuant to Section 3.3(b) until the earliest of (i) the expiration date for such Letters of Credit and all drawings thereunder having been repaid in full, (ii) the date the entire amount available under such Letters of Credit are drawn and such drawings are repaid and no further drawings are permitted under such Letters of Credit, and (iii) the date that is nine (9) months after the Working Capital Facility Commitment Termination Date applicable to such Letters of Credit; provided that, notwithstanding any other provision of this Section 3.5(c), with respect to any Letter of Credit having an expiration date following the Working Capital Facility Commitment Termination Date applicable thereto (such a Letter of Credit, a “Post-Termination LOC”), in no event shall the obligations of the L/C Participants to purchase participations in the obligations of an Issuing Lender under a Post-Termination LOC pursuant to Section 3.5(a) expire or terminate prior to the Business Day following the expiration, cancellation or termination of the last remaining outstanding Post-Termination LOC and the payment in full of all drawings, if any, thereunder. (d) If for any reason any Unreimbursed Amount cannot be refinanced by an L/C Reimbursement Loan in accordance with Section 3.6(c), each L/C Participant shall, on or before the deadline for such Working Capital Facility Loan to have been made, pay to the Administrative Agent for the account of the applicable Issuing Lender in immediately available funds such L/C Participant’s Working Capital Facility Commitment Percentage of such Unreimbursed Amount, and upon receipt thereof, the Administrative Agent shall promptly distribute such funds to the applicable Issuing Lender in like funds received. (e) If any L/C Participant shall relieve fails to timely pay to the Administrative Agent all or otherwise impair the obligation a portion of the Borrower to reimburse such Issuing Lender for the amount its Working Capital Facility Commitment Percentage of any payment made by such Issuing Lender under any Letter of Credit, together with interest as provided herein. (b) If any amount Unreimbursed Amount required to be paid by any L/C Participant to any Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three (3) Business Days after the date such payment is due3.5(d), such L/C Participant overdue amounts shall pay to such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the relevant Issuing Lender bear interest payable by such L/C Participant within three (3) Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Base Rate Loans under the Revolving Commitments of hereunder until such Lender. A certificate of the relevant Issuing Lender submitted to any L/C Participant with respect to any overdue amounts owing under this Section shall be conclusive are paid in the absence of manifest errorfull. (cf) Whenever, at any time after the relevant any Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share Working Capital Facility Commitment Percentage of such payment in accordance with Section 3.4(a)any Unreimbursed Amount, such Issuing Lender receives any payment through the Administrative Agent related to such Letter of Credit on account thereof (whether directly from the a Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, the Administrative Agent will distribute to each such Issuing Lender will shall distribute to each such L/C Participant its pro rata share Working Capital Facility Commitment Percentage of such payments and promptly notify the Administrative Agent in writing thereof; provided, however, that in the event that any such payment received by such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to the Administrative Agent such Issuing Lender the portion thereof previously distributed by such Issuing Lender to itit in like funds received and promptly notify the Administrative Agent in writing thereof. The Administrative Agent may conclusively rely on such written notices as evidence of such distribution to the extent that such distributions were not made through the Administrative Agent.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the each Issuing Lenders Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk risk, an undivided interest equal to such L/C Participant’s Revolving Credit Percentage in each Issuing Lender’s obligations and rights under each Letter of Credit issued by it such Issuing Lender hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender through upon demand at such Issuing Lender’s address for notices specified herein (and thereafter the Administrative Agent upon demand shall promptly pay to such Issuing Lender) an amount equal to such L/C Participant’s Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to make pay such payment to such Issuing Lender as contemplated by this Section 3.4(a), amount shall be absolute and unconditional and shall not be affected by any circumstance, including (Ai) any setoff, counterclaim, recoupment, defense or other right which that such Lender L/C Participant may have against such any Issuing Lender, the Borrower or any other Person for any reason whatsoever, (Bii) the occurrence or continuance of a Default or an Event of DefaultDefault or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other L/C Participant or (Cv) any other occurrencecircumstance, happening or event or conditionwhatsoever, whether or not similar to any of the foregoing. No such payment by any L/C Participant shall relieve or otherwise impair the obligation of the Borrower to reimburse such Issuing Lender for the amount of any payment made by such Issuing Lender under any Letter of Credit, together with interest as provided herein. (b) If any amount (a “Participation Amount”) required to be paid by any L/C Participant to any an Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three (3) Business Days after the date such payment is due, such Issuing Lender shall so notify the Administrative Agent, which shall promptly notify the L/C Participants, and each L/C Participant shall pay to the Administrative Agent, for the account of such Issuing Lender Lender, on demand (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) an amount equal to the product of (i) such amountParticipation Amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount Participation Amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Administrative Agent for the account of the relevant Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, the Administrative Agent on behalf of such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount Participation Amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Commitments of such LenderBase Rate Loans. A certificate of the relevant Administrative Agent submitted on behalf of an Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the relevant an Issuing Lender has made payment under any Letter of Credit and has received from the Administrative Agent any L/C Participant its Participant’s pro rata share of such payment in accordance with Section 3.4(a), such Issuing Lender receives any payment through the Administrative Agent related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, the Administrative Agent will distribute to each such Issuing Lender will distribute to each the Administrative Agent for the account of such L/C Participant (and thereafter the Administrative Agent will promptly distribute to such L/C Participant) its pro rata share thereof; provided, however, that in the event that any such payment received by such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of such Issuing Lender (and thereafter the Administrative Agent shall promptly return to such Issuing Lender) the portion thereof previously distributed by such Issuing Lender to itLender.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lenders Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each the Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Revolving Credit Percentage in each the Issuing Lender’s 's obligations and rights under each Letter of Credit issued by it hereunder and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such the Issuing Lender through Lender, regardless of the Administrative Agent occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, upon demand demand, at the Issuing Lender's address for notices specified herein an amount equal to such L/C Participant’s 's Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s Participant acknowledges and agrees that its obligation to acquire participations and make such payment payments pursuant to such Issuing Lender as contemplated by this Section 3.4(a), shall be paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstancecircumstance whatsoever, including (A) any setoffamendment, counterclaim, recoupment, defense renewal or other right which such Lender may have against such Issuing Lenderextension of any Letter of Credit, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or and continuance of a Default or Event of Default, the reduction or (C) any other occurrence, event or condition, whether or not similar to any termination of the foregoing. No such payment by Commitments, any L/C Participant shall relieve adverse change in the condition (financial or otherwise impair the obligation otherwise) of the Borrower to reimburse or any other Person or any breach of this Agreement or any other Loan Document by the Borrower or any other Person (including, without limitation, any other Revolving Credit Lender), and each such Issuing Lender for the amount of payment shall be made without any payment made by such Issuing Lender under any Letter of Creditoffset, together with interest as provided hereinabatement, withholding or reduction whatsoever. (b) If any amount required to be paid by any L/C Participant to any the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit is paid to such the Issuing Lender within three (3) Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the relevant Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, such the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Base Rate Loans under the Revolving Commitments of such LenderCredit Facility. A certificate of the relevant Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the relevant Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such the Issuing Lender receives any payment through the Administrative Agent related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such the Issuing Lender), or any payment of interest on account thereof, the Administrative Agent will distribute to each such Issuing Lender will distribute to each such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by such the Issuing Lender shall be required to be returned by such the Issuing Lender, such L/C Participant shall return to the Administrative Agent Issuing Lender the portion thereof previously distributed by such the Issuing Lender to it.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the each Issuing Lenders Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk risk, an undivided interest equal to such L/C Participant’s Revolving Percentage in each Issuing Lender’s obligations and rights under each Letter of Credit issued by it such Issuing Lender hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender through upon demand at such Issuing Lender’s address for notices specified herein (and thereafter the Administrative Agent upon demand shall promptly pay to such Issuing Lender) an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to make pay such payment to such Issuing Lender as contemplated by this Section 3.4(a), amount shall be absolute and unconditional and shall not be affected by any circumstance, including (Ai) any setoff, counterclaim, recoupment, defense or other right which that such Lender L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (Bii) the occurrence or continuance of a Default or an Event of DefaultDefault or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Borrower or any other L/C Participant or (Cv) any other occurrencecircumstance, happening or event or conditionwhatsoever, whether or not similar to any of the foregoing. No such payment by any L/C Participant shall relieve or otherwise impair the obligation of the Borrower to reimburse such Issuing Lender for the amount of any payment made by such Issuing Lender under any Letter of Credit, together with interest as provided herein. (b) If any amount (a “Participation Amount”) required to be paid by any L/C Participant to any an Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three (3) Business Days after the date such payment is due, such Issuing Lender shall so notify the Administrative Agent, which shall promptly notify the L/C Participants, and each L/C Participant shall pay to the Administrative Agent, for the account of such Issuing Lender Lender, on demand (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) an amount equal to the product of (i) such amountParticipation Amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount Participation Amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Administrative Agent for the account of the relevant Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, the Administrative Agent on behalf of such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount Participation Amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Commitments of such LenderLoans. A certificate of the relevant Administrative Agent submitted on behalf of an Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the relevant an Issuing Lender has made payment under any Letter of Credit and has received from the Administrative Agent any L/C Participant its Participant’s pro rata share of such payment in accordance with Section 3.4(a), such Issuing Lender receives any payment through the Administrative Agent related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, the Administrative Agent will distribute to each such Issuing Lender will distribute to each the Administrative Agent for the account of such L/C Participant (and thereafter the Administrative Agent will promptly distribute to such L/C Participant) its pro rata share thereof; provided, however, that in the event that any such payment received by such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of such Issuing Lender (and thereafter the Administrative Agent shall promptly return to such Issuing Lender) the portion thereof previously distributed by such Issuing Lender to itLender.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lenders Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each the Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Credit Commitment Percentage (determined on the date of issuance of the relevant Letter of Credit) in each the Issuing Lender’s obligations and rights under each Letter of Credit issued by it or continued hereunder and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such the Issuing Lender is not reimbursed in full by the Borrower in respect of such Letter of Credit in accordance with the terms of this Agreementsubsection 3.5(a), such L/C Participant shall pay to such the Issuing Lender through the Administrative Agent upon demand (which demand, in the case of any demand made in respect of any draft under a Letter of Credit denominated in any Designated Foreign Currency, shall not be made prior to the date that the amount of such draft shall be converted into Dollars in accordance with subsection 3.5(a)) at the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. Each L/C Participant’s obligation to make such payment to such ; provided that nothing in this paragraph shall relieve the Issuing Lender as contemplated by this Section 3.4(a)of any liability resulting from the gross negligence or willful misconduct of the Issuing Lender, shall be absolute and unconditional and shall not be affected by or otherwise affect any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against such Issuing Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default or Event of Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing. No such payment by that any L/C Participant shall relieve may have as a result of such gross negligence or otherwise impair the obligation of the Borrower to reimburse such Issuing Lender for the amount of any payment made by such Issuing Lender under any Letter of Credit, together with interest as provided hereinwillful misconduct. (b) If any amount required to be paid by any L/C Participant to any the Issuing Lender on demand by the Issuing Lender pursuant to Section subsection 3.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit is paid to such the Issuing Lender within three (3) Business Days after the date such payment demand is duemade, such L/C Participant shall pay to such the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section subsection 3.4(a) is not in fact made available to the relevant Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, such the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the that are Revolving Commitments of such LenderCredit Loans. A certificate of the relevant Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section subsection (which shall include calculations of any such amounts in reasonable detail) shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the relevant Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section subsection 3.4(a), such the Issuing Lender receives any payment through the Administrative Agent related to such Letter of Credit (whether directly from the Borrower in respect of such Letter of Credit or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, the Administrative Agent will Issuing Lender will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to each such Issuing Lender will distribute to each L/C Participant its pro rata share thereofthereof prior to the end of such Business Day and otherwise the Issuing Lender will distribute such payment on the next succeeding Business Day; provided, however, that in the event that any such payment received by such the Issuing Lender shall be required to be returned by such the Issuing Lender, such L/C Participant shall return to the Administrative Agent Issuing Lender the portion thereof previously distributed by such the Issuing Lender to it.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the each Issuing Lenders Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk risk, an undivided interest equal to such L/C Participant’s Revolving Credit Percentage in each Issuing Lender’s obligations and rights under each Letter of Credit issued by it such Issuing Lender hereunder and the amount of each draft paid by such Issuing Lender thereunderthereunder (including any interest payable with respect thereto pursuant to Section 3.5). Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Borrower Borrowers in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender through upon demand at such Issuing Lender’s address for notices specified herein (and thereafter the Administrative Agent upon demand shall promptly pay to such Issuing Lender) an amount equal to such L/C Participant’s Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursedreimbursed (including any interest payable with respect thereto pursuant to Section 3.5). Each L/C Participant’s obligation to make pay such payment to such Issuing Lender as contemplated by this Section 3.4(a), amount shall be absolute and unconditional and shall not be affected by any circumstance, including (Ai) any setoff, counterclaim, recoupment, defense or other right which that such Lender L/C Participant may have against such the Issuing Lender, the Borrower Borrowers or any other Person for any reason whatsoever, (Bii) the occurrence or continuance of a Default or an Event of DefaultDefault or the failure to satisfy any of the other conditions specified in SECTION 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrowers or any other Loan Party, (iv) any breach of this Agreement or any other Loan Document by the Borrowers, any other Loan Party or any other L/C Participant or (Cv) any other occurrencecircumstance, happening or event or conditionwhatsoever, whether or not similar to any of the foregoing. No such payment by any L/C Participant shall relieve or otherwise impair the obligation of the Borrower to reimburse such Issuing Lender for the amount of any payment made by such Issuing Lender under any Letter of Credit, together with interest as provided herein. (b) If any amount (a “Participation Amount”) required to be paid by any L/C Participant to any an Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is not paid to such Issuing Lender within three (3) Business Days after the date such payment is due, such Issuing Lender shall so notify the Administrative Agent, which shall promptly notify the L/C Participants, and each L/C Participant shall pay to the Administrative Agent, for the account of such Issuing Lender Lender, on demand (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) an amount equal to the product of (i) such amountParticipation Amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount Participation Amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Administrative Agent for the account of the relevant Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, the Administrative Agent on behalf of such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount Participation Amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Base Rate Loans under the Revolving Commitments of such LenderCredit Facility. A certificate of the relevant Administrative Agent submitted on behalf of an Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the relevant an Issuing Lender has made payment under any Letter of Credit and has received from the Administrative Agent any L/C Participant its Participant’s pro rata share of such payment in accordance with Section 3.4(a), such Issuing Lender receives any payment through the Administrative Agent related to such Letter of Credit (whether directly from the Borrower Borrowers or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, the Administrative Agent will distribute to each such Issuing Lender will distribute to each the Administrative Agent for the account of such L/C Participant (and thereafter the Administrative Agent will promptly distribute to such L/C Participant) its pro rata share thereof; provided, however, that in the event that any such payment received by such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of such Issuing Lender (and thereafter the Administrative Agent shall promptly return to such Issuing Lender) the portion thereof previously distributed by such Issuing Lender to itLender.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the such Issuing Lenders Lender to issue Letters of Credit hereunderCredit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each such Issuing Lender, on the terms and conditions hereinafter statedset forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Tranche A Revolving Percentage in each such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it hereunder (including each Existing Letter of Credit) and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender it for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay pay, in Dollars, to the Administrative Agent for the account of such Issuing Lender through the Administrative Agent upon demand an amount equal to such L/C Participant’s Tranche A Revolving Percentage of the Dollar Equivalent of the amount of such draft, or any part thereof, that is not so reimbursedreimbursed (“L/C Disbursements”); provided, that nothing in this paragraph shall relieve the Issuing Lender of any liability resulting from the gross negligence or willful misconduct of the Issuing Lender (as determined by a final non-appealable judgment of a court of competent jurisdiction). Each L/C Participant’s obligation to make pay such payment to such Issuing Lender as contemplated by this Section 3.4(a), amount shall be absolute and unconditional and shall not be affected by any circumstance, including (Ai) any setoff, counterclaim, recoupment, defense or other right which that such Lender L/C Participant may have against such any Issuing Lender, the Borrower or any other Person for any reason whatsoever, (Bii) the occurrence or continuance of a Default or an Event of DefaultDefault or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the financial condition of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other L/C Participant or (Cv) any other occurrencecircumstance, happening or event or conditionwhatsoever, whether or not similar to any of the foregoing. No such payment by any L/C Participant shall relieve or otherwise impair the obligation of the Borrower to reimburse such Issuing Lender for the amount of any payment made by such Issuing Lender under any Letter of Credit, together with interest as provided herein. (b) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of any Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of such Issuing Lender within three (3) Business Days after the date such payment is due, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Administrative Agent for the account of the relevant Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Commitments of such Lenderapplicable Facilities. A certificate of the relevant Issuing Lender submitted to any relevant L/C Participant with respect to any amounts owing under this Section 3.4 shall be conclusive presumptively correct in the absence of manifest demonstrable error. (c) Whenever, at any time after the relevant any Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such Issuing Lender receives any payment through if the Administrative Agent receives for the account of the Issuing Lender any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lenderthe Administrative Agent), or any payment of interest on account thereof, the Administrative Agent will distribute to each such Issuing Lender will distribute to each L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it. (d) Notwithstanding anything to the contrary contained in this Agreement, in the event an L/C Participant becomes a Defaulting Lender, then such Defaulting Lender’s applicable Tranche A Revolving Percentage in all outstanding Letters of Credit will automatically be reallocated among the applicable L/C Participants that are Non-Defaulting Lenders pro rata in accordance with each Non-Defaulting Lender’s applicable Tranche A Revolving Percentage (calculated without regard to the Tranche A Revolving Commitments of the Defaulting Lender), but only to the extent that such reallocation does not cause the Tranche A Revolving Extensions of Credit of any Non-Defaulting Lender to exceed the Tranche A Revolving Commitments of such Non-Defaulting Lender. If such reallocation cannot, or can only partially, be effected the Borrower shall, within five Business Days after written notice from the Administrative Agent, pay to the Administrative Agent an amount of cash and/or Cash Equivalents equal to such Defaulting Lender’s applicable Tranche A Revolving Percentage (calculated as in effect immediately prior to it becoming a Defaulting Lender) of the L/C Obligations (after giving effect to any partial reallocation pursuant to the first sentence of this Section 3.4(d)) to be held as security for all obligations of the Borrower to the Issuing Lenders hereunder in a Cash Collateral Account. So long as there is a Defaulting Lender, an Issuing Lender shall not be required to issue any Letter of Credit where the sum of the Non-Defaulting Lenders’ applicable Tranche A Revolving Percentages of the outstanding Tranche A Revolving Loans and their participations in Letters of Credit, after giving effect to any such requested Letter of Credit would exceed (each such excess, the “L/C Shortfall”) the aggregate applicable Tranche A Revolving Commitments of the Non-Defaulting Lenders, unless the Borrower shall pay to the Administrative Agent an amount of cash and/or Cash Equivalents equal to the amount of the L/C Shortfall, such cash and/or Cash Equivalents to be held as security for all obligations of the Borrower to the Issuing Lenders hereunder in a Cash Collateral Account.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lenders to issue Letters of Credit hereunderCredit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each Issuing Lender, on the terms and conditions hereinafter statedset forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it hereunder such Issuing Lender and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid by such Issuing Lender under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender through the Administrative Agent upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to make pay such payment to such Issuing Lender as contemplated by this Section 3.4(a), amount shall be absolute and unconditional and shall not be affected by any circumstance, including (Ai) any setoff, counterclaim, recoupment, defense or other right which that such Lender L/C Participant may have against such Issuing Lender, the Borrower or any other Person for any reason whatsoever, (Bii) the occurrence or continuance of a Default or an Event of DefaultDefault or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other L/C Participant or (Cv) any other occurrencecircumstance, happening or event or conditionwhatsoever, whether or not similar to any of the foregoing. No such payment by any L/C Participant shall relieve or otherwise impair the obligation of the Borrower to reimburse such Issuing Lender for the amount of any payment made by such Issuing Lender under any Letter of Credit, together with interest as provided herein. (b) If any amount required to be paid by any L/C Participant to any Issuing Lender pursuant to Section 3.4(a2.8(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three (3) Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective New York Fed Bank Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a2.8(a) is not made available to the relevant applicable Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Commitments of such LenderFacility. A certificate of the relevant an Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the relevant an Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a2.8(a), such Issuing Lender receives any payment through the Administrative Agent related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, the Administrative Agent will distribute to each such Issuing Lender will distribute to each such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to the Administrative Agent such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the each Issuing Lenders Lender to issue Letters of Credit hereunderfor the account of the Borrower or any Foreign Subsidiary Borrower, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each such Issuing Lender, on the terms and conditions hereinafter statedset forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it hereunder and the amount of each draft paid by such Issuing Lender thereunderCredit. Each L/C Participant unconditionally and irrevocably hereby agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such any Issuing Lender is not reimbursed in full by the Borrower or the relevant Foreign Subsidiary Borrower, as the case may be, in accordance with the terms of this Agreement, such L/C Participant Participant, shall pay to such Issuing Lender through the Administrative Agent upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to make pay such payment to such Issuing Lender as contemplated by this Section 3.4(a), amount shall be absolute and unconditional and shall not be affected by any circumstance, including (Ai) any setoff, counterclaim, recoupment, defense or other right which that such Lender L/C Participant may have against such any Issuing Lender, the Borrower or any Foreign Subsidiary Borrower or any other Person for any reason whatsoever, (Bii) the occurrence or continuance of a Default or an Event of DefaultDefault or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower or any Foreign Subsidiary Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower or any Foreign Subsidiary Borrower, any other Loan Party or any other L/C Participant, or (Cv) any other occurrencecircumstance, happening or event or conditionwhatsoever, whether or not similar to any of the foregoing. No such payment by any L/C Participant shall relieve or otherwise impair the obligation of the Borrower to reimburse such Issuing Lender for the amount of any payment made by such Issuing Lender under any Letter of Credit, together with interest as provided herein. (b) If any amount required to be paid by any L/C Participant to any Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such any Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three (3) Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the relevant such Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Commitments of such LenderBase Rate Loans. A certificate of the relevant such Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the relevant an Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such Issuing Lender receives any payment through the Administrative Agent related to such Letter of Credit (whether directly from the Borrower, any Foreign Subsidiary Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, the Administrative Agent will distribute to each such Issuing Lender will distribute to each such L/C Participant its pro rata share thereof; provided, however, provided that in the event that any such payment received by such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to the Administrative Agent such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each Relevant L/C Participant, and, to induce the Issuing Lenders to issue Letters of Credit hereunder, each Relevant L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each such Issuing Lender, on the terms and conditions hereinafter stated, for such Relevant L/C Participant’s own account and risk risk, an undivided interest in such Issuing Lender’s obligations and rights under each Relevant Letter of Credit issued or provided by such Issuing Lender hereunder and the amounts paid by such Issuing Lender thereunder equal to such Relevant L/C Participant’s Commitment Percentage. (b) Each L/C Participant’s obligation to accept and purchase for such L/C Participant’s Revolving Percentage own account and risk, an undivided participation interest in each an Issuing Lender’s obligations and rights under each Letter of Credit issued or provided by it such Issuing Lender hereunder and the amount of each draft amounts paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender through the Administrative Agent upon demand an amount thereunder equal to such L/C Participant’s Revolving Commitment Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to make such payment to such Issuing Lender as contemplated by this Section 3.4(a), thereof shall be absolute and unconditional and shall not be affected by any circumstance, including (Ai) any setoffset-off, counterclaim, recoupment, defense or other right which such Lender L/C Participant may have against such any Issuing Lender, the Borrower any Borrower, or any other Person for any reason whatsoever, (Bii) the occurrence or continuance of a Default or an Event of Default, (iii) any adverse change in the condition (financial or otherwise) of any Loan Party, (iv) any breach of this Agreement or any other Loan Document by any Loan Party or any other Lender or (Cv) any other occurrencecircumstance, happening or event or conditionwhatsoever, whether or not similar to any of the foregoing. No such payment by any L/C Participant shall relieve or otherwise impair the obligation of the Borrower to reimburse such Issuing Lender for the amount of any payment made by such Issuing Lender under any Letter of Credit, together with interest as provided herein. (b) If any amount required to be paid by any L/C Participant to any Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three (3) Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the relevant Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Commitments of such Lender. A certificate of the relevant Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) WheneverThe obligations of the L/C Participants to purchase participations in the obligations of the Issuing Lenders under outstanding Letters of Credit pursuant to Section 3.6 shall survive the Termination Date with respect to Letters of Credit which have been Cash Collateralized pursuant to Section 3.4(b) until the earliest of (i) the expiration date for such Letters of Credit and all drawings thereunder having been repaid in full, at any time (ii) the date the entire amount available under such Letters of Credit is drawn and such drawings are repaid and no further drawings are permitted under such Letters of Credit, and (iii) the date that is six (6) months after the relevant Issuing Lender has made payment under Termination Date applicable to such Letters of Credit; provided that, notwithstanding any other provision of this Section 3.6(c), with respect to any Letter of Credit and has received from any having an expiration date following the Termination Date applicable thereto (such a Letter of Credit, a “Post-Termination LOC”), in no event shall the obligations of the L/C Participant its pro rata share Participants to purchase participations in the obligations of such payment in accordance with Section 3.4(a), such an Issuing Lender receives any payment through the Administrative Agent related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, the Administrative Agent will distribute to each such Issuing Lender will distribute to each L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to the Administrative Agent the portion thereof previously distributed by such Issuing Lender to it.under a Post-Termination LOC pursuant to

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the such Issuing Lenders Lender to issue Letters of Credit hereunderCredit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each such Issuing Lender, on the terms and conditions hereinafter statedset forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Domestic Percentage in each such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it hereunder issued, and the amount of each draft paid or demand paid, by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft or demand is paid under any Letter of Credit issued by such Issuing Lender for which such the Issuing Lender is not reimbursed in full by the Borrower Company or other applicant in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender through the Administrative Agent upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Domestic Percentage of the Dollar Equivalent of the amount of such draftdraft or demand, or any part thereof, that is not so reimbursedreimbursed (calculated, in the case of any Letter of Credit denominated in an Optional Currency, as of the Reimbursement Date therefor); provided, that in no event shall an L/C Participant be obligated to fund an amount that would cause such L/C Participant’s Total Domestic Extensions of Credit to exceed such L/C Participant’s Domestic Commitment. Each Subject to the foregoing, each L/C Participant’s obligation to make pay such payment to such Issuing Lender as contemplated by this Section 3.4(a), amount shall be absolute and unconditional and shall not be affected by any circumstance, including (Ai) any setoff, counterclaim, recoupment, defense or other right which that such Lender L/C Participant may have against such any Issuing Lender, the Borrower Company, the Applicable Account Party or any other Person for any reason whatsoever, (Bii) the occurrence or continuance of a Default or an Event of DefaultDefault or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of any Loan Party, (iv) any breach of this Agreement or any other Loan Document by the Company, any other Loan Party or any other L/C Participant or (Cv) any other occurrencecircumstance, happening or event or conditionwhatsoever, whether or not similar to any of the foregoing. No such payment by any L/C Participant shall relieve or otherwise impair the obligation of the Borrower to reimburse such Issuing Lender for the amount of any payment made by such Issuing Lender under any Letter of Credit, together with interest as provided herein. (b) If any amount required to be paid by any L/C Participant to any Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit is paid to such any Issuing Lender within three (3) Business Days after the date such payment is due, such L/C Participant shall pay to such any Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the relevant Issuing Lender, times (iii) a fraction fraction, the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the relevant Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Commitments of such LenderLoans. A certificate of the relevant Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section 3.4 shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the relevant any Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such Issuing Lender receives any payment through the Administrative Agent related to such Letter of Credit (whether directly from the Borrower Company, the Applicable Account Party or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, the Administrative Agent will distribute to each such Issuing Lender will distribute to each such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to the Administrative Agent such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lenders Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each the Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk risk, an undivided interest equal to such L/C Participant’s Revolving Percentage in each the Issuing Lender’s obligations and rights under each Letter of Credit issued by it the Issuing Lender hereunder and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit issued by such the Issuing Lender for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender through the Administrative Agent for the account of the Issuing Lender upon demand at the Issuing Lender’s address for notices specified herein (and thereafter the Administrative Agent shall promptly pay to the Issuing Lender) an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to make pay such payment to such Issuing Lender as contemplated by this Section 3.4(a), amount shall be absolute and unconditional and shall not be affected by any circumstance, including (Ai) any setoff, offset, counterclaim, recoupment, defense or other right which that such Lender L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (Bii) the occurrence or continuance of a Default or an Event of DefaultDefault or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Borrower or any other L/C Participant or (Cv) any other occurrencecircumstance, happening or event or conditionwhatsoever, whether or not similar to any of the foregoing. No such payment by any L/C Participant shall relieve or otherwise impair the obligation of the Borrower to reimburse such Issuing Lender for the amount of any payment made by such Issuing Lender under any Letter of Credit, together with interest as provided herein. (b) If any amount (a “Participation Amount”) required to be paid by any L/C Participant to any the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit is paid to such the Issuing Lender within three (3) Business Days after the date such payment is due, such the Issuing Lender shall so notify the Administrative Agent, which shall promptly notify the L/C Participants, and each L/C Participant shall pay to such the Administrative Agent, for the account of the Issuing Lender Lender, on demand (and thereafter the Administrative Agent shall promptly pay to the Issuing Lender) an amount equal to the product of (i) such amountParticipation Amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount Participation Amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the relevant Administrative Agent for the account of the Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, such the Administrative Agent on behalf of the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount Participation Amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Commitments of such LenderLoans. A certificate of the relevant Administrative Agent submitted on behalf of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the relevant Issuing Lender has made payment under any Letter of Credit and has received from the Administrative Agent any L/C Participant its Participant’s pro rata share of such payment in accordance with Section 3.4(a), such the Issuing Lender receives any payment through the Administrative Agent related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such the Issuing Lender), or any payment of interest on account thereof, the Administrative Agent will distribute to each such Issuing Lender will distribute to each the Administrative Agent for the account of such L/C Participant (and thereafter the Administrative Agent will promptly distribute to such L/C Participant) its pro rata share thereof; provided, however, that in the event that any such payment received by such the Issuing Lender shall be required to be returned by such the Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of the Issuing Lender (and thereafter the Administrative Agent shall promptly return to the Issuing Lender) the portion thereof previously distributed by such the Issuing Lender to itLender.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lenders Lender to issue Letters of Credit hereunderCredit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each the Issuing Lender, without recourse or warranty, on the terms and conditions hereinafter statedset forth below, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Revolving Percentage in each the Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued by it hereunder and Credit, the amount of each draft paid by such the Issuing Lender thereunderthereunder and the Obligations of the Borrower with respect thereto. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such the Issuing Lender through the Administrative Agent upon demand at the Issuing Lender's address for notices specified herein an amount equal to such L/C Participant’s 's Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s 's obligation to make pay such payment to such Issuing Lender as contemplated by this Section 3.4(a), amount shall be absolute and unconditional and shall not be affected by any circumstance, including (Ai) any setoff, counterclaim, recoupment, defense or other right which that such Lender L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (Bii) the occurrence or continuance of a Default or an Event of DefaultDefault or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other L/C Participant or (Cv) any other occurrencecircumstance, happening or event or conditionwhatsoever, whether or not similar to any of the foregoing. No such payment by any L/C Participant shall relieve or otherwise impair the obligation of the Borrower to reimburse such Issuing Lender for the amount of any payment made by such Issuing Lender under any Letter of Credit, together with interest as provided herein. (b) If any amount required to be paid by any L/C Participant to any the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit is paid to such the Issuing Lender within three (3) Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required made by the Issuing Lender under such Letter of Credit to the date on which such payment is immediately available to such the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the relevant Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, such the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Commitments of such LenderFacility. A certificate of the relevant Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the relevant Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such the Issuing Lender receives any payment through the Administrative Agent related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such the Issuing Lender), or any payment of interest on account thereof, the Administrative Agent will distribute to each such Issuing Lender will distribute to each such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by such the Issuing Lender shall be required to be returned by such the Issuing Lender, such L/C Participant shall return to the Administrative Agent Issuing Lender the portion thereof previously distributed by such the Issuing Lender to it.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the each Issuing Lenders Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk risk, an undivided interest equal to such L/C Participant’s Revolving Credit Percentage in of each Issuing Lender’s obligations and rights under each Letter of Credit issued by it such Issuing Lender hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender through upon demand at the Funding Office (and thereafter the Administrative Agent upon demand shall promptly pay to such Issuing Lender) an amount equal to such L/C Participant’s Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to make pay such payment to such Issuing Lender as contemplated by this Section 3.4(a), amount shall be absolute and unconditional and shall not be affected by any circumstance, including (Ai) any setoff, counterclaim, recoupment, defense or other right which that such Lender L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (Bii) the occurrence or continuance of a Default or an Event of DefaultDefault or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower or any other L/C Participant or (Cv) any other occurrencecircumstance, happening or event or conditionwhatsoever, whether or not similar to any of the foregoing. No such payment by The failure of any L/C Participant shall relieve or otherwise impair the obligation of the Borrower to reimburse such Issuing Lender for the amount of make any payment made by such Issuing Lender under pursuant to this Section 3.4 shall not relieve any Letter other L/C Participant of Credit, together with interest as provided hereinits obligation hereunder. (b) If any amount (a “Participation Amount”) required to be paid by any L/C Participant to any an Issuing Lender through the Administrative Agent pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three (3) Business Days after the date such payment is due, such Issuing Lender shall so notify the Administrative Agent, which shall promptly notify the L/C Participants, and each L/C Participant shall pay to the Administrative Agent, for the account of such Issuing Lender Lender, on demand (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) an amount equal to the product of (i) such amountParticipation Amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount Participation Amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Administrative Agent for the account of the relevant Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, the Administrative Agent on behalf of such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount Participation Amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Base Rate Loans under the Revolving Commitments of such LenderCredit Facility. A certificate of the relevant Administrative Agent submitted on behalf of an Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the relevant an Issuing Lender has made payment under any Letter of Credit and has received from the Administrative Agent any L/C Participant its Participant’s pro rata share of such payment in accordance with Section 3.4(a), such Issuing Lender receives any payment through the Administrative Agent related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to the Administrative Agent for the account of such L/C Participant (and thereafter the Administrative Agent will promptly distribute to such L/C Participant) its pro rata share of such payment in accordance with Section 3.4(a), if the Administrative Agent received for the account of the Issuing Lender (whether directly from the Borrower or otherwise, including proceeds of any collateral applied thereto by the Administrative Agent) or any payment of interest on account thereof, the Administrative Agent will distribute to each such Issuing Lender will distribute to each L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of such Issuing Lender (and thereafter the Administrative Agent shall promptly return to such Issuing Lender) the portion thereof previously distributed by such Issuing Lender to itLender.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the such Issuing Lenders Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each such Issuing Lender, on the terms and conditions hereinafter statedset forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in each such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder by it hereunder such Issuing Lender and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender through the Administrative Agent upon demand of such Issuing Lender an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. The Administrative Agent shall promptly forward such amounts to such Issuing Lender. Each L/C Participant’s obligation to make such payment to such Issuing Lender as contemplated by under this Section 3.4(a), 3.10 shall be absolute and unconditional and shall not be affected by any circumstance, including (Ai) any setoff, counterclaim, recoupment, defense or other right which that such Lender L/C Participant or the Borrower may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, ; (Bii) the occurrence or continuance of a Default or an Event of DefaultDefault or the failure to satisfy any of the other conditions specified in Section 6; (iii) any adverse change in the condition (financial or otherwise) of the Borrower; (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other L/C Participant; or (Cv) any other occurrencecircumstance, happening or event or conditionwhatsoever, whether or not similar to any of the foregoing. No such payment by any L/C Participant shall relieve or otherwise impair the obligation of the Borrower to reimburse such Issuing Lender for the amount of any payment made by such Issuing Lender under any Letter of Credit, together with interest as provided herein. (b) If any amount required to be paid by any L/C Participant to any the Administrative Agent for the account of an Issuing Lender pursuant to Section 3.4(a3.10(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of such Issuing Lender within three (3) Business Days after the date such payment is due, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a3.10(a) is not made available to the Administrative Agent for the account of the relevant Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Base Rate Loans under the Revolving Commitments of such LenderFacility. A certificate of the relevant Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the relevant an Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a3.10(a), the Administrative Agent or such Issuing Lender receives any payment through the Administrative Agent related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, the Administrative Agent or such Issuing Lender, as the case may be, will distribute to each such Issuing Lender will distribute to each L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by Administrative Agent or such Issuing Lender Lender, as the case may be, shall be required to be returned by the Administrative Agent or such Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of such Issuing Lender the portion thereof previously distributed by the Administrative Agent or such Issuing Lender Lender, as the case may be, to it.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each Revolving L/C Participant, and, to induce the each Issuing Lenders Lender to issue Revolving Letters of Credit hereunderCredit, each Revolving L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each such Issuing Lender, on the terms and conditions hereinafter statedset forth below, for such Revolving L/C Participant’s own account and risk an undivided interest equal to such Revolving L/C Participant’s Revolving Percentage in each such Issuing Lender’s obligations and rights under and in respect of each Revolving Letter of Credit issued by it hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each Revolving L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Revolving Letter of Credit issued by such Issuing Lender for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such Revolving L/C Participant shall pay to such Issuing Lender through the Administrative Agent upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such Revolving L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each Revolving L/C Participant’s obligation to make pay such payment to such Issuing Lender as contemplated by this Section 3.4(a), amount shall be absolute and unconditional and shall not be affected by any circumstance, including (Ai) any setoff, counterclaim, recoupment, defense or other right which that such Lender Revolving L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (Bii) the occurrence or continuance of a Default or an Event of DefaultDefault or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other Revolving L/C Participant or (Cv) any other occurrencecircumstance, happening or event or conditionwhatsoever, whether or not similar to any of the foregoing. No such payment by any L/C Participant shall relieve or otherwise impair the obligation of the Borrower to reimburse such Issuing Lender for the amount of any payment made by such Issuing Lender under any Letter of Credit, together with interest as provided herein. (b) If any amount required to be paid by any Revolving L/C Participant to any an Issuing Lender pursuant to this Section 3.4(a) 3.4 in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Revolving Letter of Credit is paid to such Issuing Lender within three (3) Business Days after the date such payment is due, such Revolving L/C Participant shall pay to such Issuing Lender on demand an amount equal to the product of (iA) such amount, times (iiB) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iiiC) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any Revolving L/C Participant pursuant to this Section 3.4(a) 3.4 is not made available to the relevant applicable Issuing Lender by such Revolving L/C Participant within three (3) Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such Revolving L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Commitments of such LenderFacility. A certificate of the relevant applicable Issuing Lender submitted to any Revolving L/C Participant with respect to any amounts owing under this Section 3.4 shall be conclusive in the absence of manifest error. (c) . Whenever, at any time after the relevant an Issuing Lender has made payment under any Revolving Letter of Credit and has received from any Revolving L/C Participant its pro rata share of such payment in accordance with this Section 3.4(a)3.4, such Issuing Lender receives any payment through the Administrative Agent related to such Revolving Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, the Administrative Agent will distribute to each such Issuing Lender will distribute to each such Revolving L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by such Issuing Lender shall be required to be returned by such Issuing Lender, such Revolving L/C Participant shall return to the Administrative Agent such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the such Issuing Lenders Lender to issue Letters of Credit hereunderCredit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each such Issuing Lender, on the terms and conditions hereinafter statedset forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving L/C Tranche Percentage in each such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it hereunder issued, and the amount of each draft paid or demand paid, by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft or demand is paid under any Letter of Credit issued by such Issuing Lender for which such the Issuing Lender is not reimbursed in full by the Borrower Company or other applicant in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender through the Administrative Agent upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving L/C Tranche Percentage of the Dollar Equivalent of the amount of such draftdraft or demand, or any part thereof, that is not so reimbursedreimbursed (calculated, in the case of any Letter of Credit denominated in an Optional Currency, as of the Reimbursement Date therefor); provided, that in no event shall an L/C Participant be obligated to fund an amount that would cause such L/C Participant’s Total L/C Tranche Extensions of Credit to exceed such L/C Participant’s L/C Tranche Commitment. Each Subject to the foregoing, each L/C Participant’s obligation to make pay such payment to such Issuing Lender as contemplated by this Section 3.4(a), amount shall be absolute and unconditional and shall not be affected by any circumstance, including (Ai) any setoff, counterclaim, recoupment, defense or other right which that such Lender L/C Participant may have against such any Issuing Lender, the Borrower Company, the Applicable Account Party or any other Person for any reason whatsoever, (Bii) the occurrence or continuance of a Default or an Event of DefaultDefault or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of any Loan Party, (iv) any breach of this Agreement or any other Loan Document by the Company, any other Loan Party or any other L/C Participant or (Cv) any other occurrencecircumstance, happening or event or conditionwhatsoever, whether or not similar to any of the foregoing. No such payment by any L/C Participant shall relieve or otherwise impair the obligation of the Borrower to reimburse such Issuing Lender for the amount of any payment made by such Issuing Lender under any Letter of Credit, together with interest as provided herein. (b) If any amount required to be paid by any L/C Participant to any Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit is paid to such any Issuing Lender within three (3) Business Days after the date such payment is due, such L/C Participant shall pay to such any Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the relevant Issuing Lender, times (iii) a fraction fraction, the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the relevant Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Commitments of such LenderLoans. A certificate of the relevant Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section 3.4 shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the relevant any Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such Issuing Lender receives any payment through the Administrative Agent related to such Letter of Credit (whether directly from the Borrower Company, the Applicable Account Party or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, the Administrative Agent will distribute to each such Issuing Lender will distribute to each such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to the Administrative Agent such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lenders to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in each Issuing Lender’s obligations and rights under each Letter of Credit issued by it hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender through the Administrative Agent upon demand an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to make such payment to such Issuing Lender as contemplated by this Section 3.4(a), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against such Issuing Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default or Event of Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing. No such payment by any L/C Participant shall relieve or otherwise impair the obligation of the Borrower to reimburse such Issuing Lender for the amount of any payment made by such Issuing Lender under any Letter of Credit, together with interest as provided herein. (b) If any amount required to be paid by any L/C Participant to any Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three (3) Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the relevant Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Commitments of such LenderFacility. A certificate of the relevant Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the relevant Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such Issuing Lender receives any payment through the Administrative Agent related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, the Administrative Agent will distribute to each such Issuing Lender will distribute to each L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to the Administrative Agent such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the such Issuing Lenders Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each such Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in each such Issuing Lender’s obligations and rights under each Letter of Credit issued by it hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the applicable Borrower in accordance with the terms of this Agreement, Agreement such L/C Participant shall pay to such Issuing Lender through the Administrative Agent upon demand at such Issuing Lender’s address for notices specified herein an amount in U.S. Dollars equal to such L/C Participant’s Revolving Percentage (determined, in the case of any Letter of Credit denominated in a Foreign Currency, on the date such draft is drawn) of the amount of such draft, or any part thereof, that is not so reimbursed (whether or not the conditions to Borrowing set forth in Section 5.3 are satisfied) (based on, in the case of any Letter of Credit denominated in a Foreign Currency, the Dollar Equivalent of the amount of such draft, or any part thereof, that is not so reimbursed). Each L/C Participant’s obligation to make such payment purchase participating interests pursuant to such Issuing Lender as contemplated by this Section 3.4(a), ) shall be absolute and unconditional and shall not be affected by any circumstance, including (Ai) any setoff, counterclaim, recoupment, defense or other right which that such Lender L/C Participant or any Borrower may have against such any Issuing Lender, the any Borrower or any other Person for any reason whatsoever, whatsoever; (Bii) the occurrence or continuance of a Default or Event the failure to satisfy any of Defaultthe other conditions specified in Section 5; (iii) any adverse change in the condition (financial or otherwise) of any Borrower; (iv) any breach of this Agreement or any other Loan Document by any Borrower, any other Loan Party or any other Lender; or (Cv) any other occurrencecircumstance, happening or event or conditionwhatsoever, whether or not similar to any of the foregoing. No such payment by any L/C Participant shall relieve or otherwise impair the obligation of the Borrower to reimburse such Issuing Lender for the amount of any payment made by such Issuing Lender under any Letter of Credit, together with interest as provided herein. (b) If any amount required to be paid by any L/C Participant to any Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three (3) Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the relevant Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the relevant Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Commitments of such LenderFacility. A certificate of the relevant Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of absent manifest error. (c) Whenever, at any time after the relevant any Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such Issuing Lender receives any payment through the Administrative Agent related to such Letter of Credit (whether directly from the applicable Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, the Administrative Agent will distribute to each such Issuing Lender will distribute to each such L/C Participant its pro rata share thereof; thereof; provided, however, that in the event that any such payment received by such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to the Administrative Agent such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the each Issuing Lenders Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk risk, an undivided interest equal to such L/C Participant’s Revolving Percentage in each Issuing Lender’s obligations and rights under each Letter of Credit issued by it such Issuing Lender hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender through upon demand at such Issuing Lender’s address for notices specified herein (and thereafter the Administrative Agent upon demand shall promptly pay to such Issuing Lender) an amount LOSANGELES 618830 v1 (2K) equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to make pay such payment to such Issuing Lender as contemplated by this Section 3.4(a), amount shall be absolute and unconditional and shall not be affected by any circumstance, including (Ai) any setoff, counterclaim, recoupment, defense or other right which that such Lender L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (Bii) the occurrence or continuance of a Default or an Event of DefaultDefault or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Borrower or any other L/C Participant or (Cv) any other occurrencecircumstance, happening or event or conditionwhatsoever, whether or not similar to any of the foregoing. No such payment by any L/C Participant shall relieve or otherwise impair the obligation of the Borrower to reimburse such Issuing Lender for the amount of any payment made by such Issuing Lender under any Letter of Credit, together with interest as provided herein. (b) If any amount (a “Participation Amount”) required to be paid by any L/C Participant to any an Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three (3) Business Days after the date such payment is due, such Issuing Lender shall so notify the Administrative Agent, which shall promptly notify the L/C Participants, and each L/C Participant shall pay to the Administrative Agent, for the account of such Issuing Lender Lender, on demand (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) an amount equal to the product of (i) such amountParticipation Amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount Participation Amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Administrative Agent for the account of the relevant Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, the Administrative Agent on behalf of such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount Participation Amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Commitments of such LenderLoans. A certificate of the relevant Administrative Agent submitted on behalf of an Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the relevant an Issuing Lender has made payment under any Letter of Credit and has received from the Administrative Agent any L/C Participant its Participant’s pro rata share of such payment in accordance with Section 3.4(a), such Issuing Lender receives any payment through the Administrative Agent related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, the Administrative Agent will distribute to each such Issuing Lender will distribute to each the Administrative Agent for the account of such L/C Participant (and thereafter the Administrative Agent will promptly distribute to such L/C Participant) its pro rata share thereof; provided, however, that in the event that any such payment received by such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of such Issuing Lender (and thereafter the Administrative Agent shall promptly return to such Issuing Lender) the portion thereof previously distributed by such Issuing Lender to itLender.

L/C Participations. (a) (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the each Issuing Lenders Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk risk, an undivided interest equal to such L/C Participant’s Revolving Credit Percentage in each Issuing Lender’s obligations and rights under each Letter of Credit issued by it such Issuing Lender hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender through upon demand at such Issuing Lender’s address for notices specified herein (and thereafter the Administrative Agent upon demand shall promptly pay to such Issuing Lender) an amount equal to such L/C Participant’s Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to make pay such payment to such Issuing Lender as contemplated by this Section 3.4(a), amount shall be absolute and unconditional and shall not be affected by any circumstance, including (Ai) any setoff, counterclaim, recoupment, defense or other right which that such Lender L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (Bii) the occurrence or continuance of a Default or an Event of DefaultDefault or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other L/C Participant or (Cv) any other occurrencecircumstance, happening or event or conditionwhatsoever, whether or not similar to any of the foregoing. No such payment by any L/C Participant shall relieve or otherwise impair the obligation of the Borrower to reimburse such Issuing Lender for the amount of any payment made by such Issuing Lender under any Letter of Credit, together with interest as provided herein. (b) If any amount (a “Participation Amount”) required to be paid by any L/C Participant to any an Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three (3) Business Days after the date such payment is due, such Issuing Lender shall so notify the Administrative Agent, which shall promptly notify the L/C Participants, and each L/C Participant shall pay to the Administrative Agent, for the account of such Issuing Lender Lender, on demand (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) an amount equal to the product of (i) such amountParticipation Amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount Participation Amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Administrative Agent for the account of the relevant Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, the Administrative Agent on behalf of such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount Participation Amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Base Rate Loans under the Revolving Commitments of such LenderFacility. A certificate of the relevant Administrative Agent submitted on behalf of an Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the relevant an Issuing Lender has made payment under any Letter of Credit and has received from the Administrative Agent any L/C Participant its Participant'’s pro rata share of such payment in accordance with Section 3.4(a), such Issuing Lender receives any payment through the Administrative Agent related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, the Administrative Agent will distribute to each such Issuing Lender will distribute to each the Administrative Agent for the account of such L/C Participant (and thereafter the Administrative Agent will promptly distribute to such L/C Participant) its pro rata share thereof; provided, however, that in the event that any such payment received by such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of such Issuing Lender (and thereafter the Administrative Agent shall promptly return to such Issuing Lender) the portion thereof previously distributed by such Issuing Lender to itLender.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each US Borrower L/C Participant, and, to induce the Issuing Lenders Lender to issue US Borrower Letters of Credit hereunderCredit, each US Borrower L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each the Issuing Lender, on the terms and conditions hereinafter statedset forth below, for such US Borrower L/C Participant’s own account and risk an undivided interest equal to such US Borrower L/C Participant’s Revolving Percentage in each the Issuing Lender’s obligations and rights under and in respect of each US Borrower Letter of Credit issued by it hereunder and the amount of each draft paid by such the Issuing Lender thereunder. Each US Borrower L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any US Borrower Letter of Credit issued by such Issuing Lender for which such the Issuing Lender is not reimbursed in full by the US Borrower in accordance with the terms of this Agreement, such US Borrower L/C Participant shall pay to such the Issuing Lender through the Administrative Agent upon demand at the Issuing Lender’s address for notices specified herein an amount equal to such US Borrower L/C Participant’s US Borrower Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each US Borrower L/C Participant’s obligation to make pay such payment to such Issuing Lender as contemplated by this Section 3.4(a), amount shall be absolute and unconditional and shall not be affected by any circumstance, including (Ai) any setoff, counterclaim, recoupment, defense or other right which that such Lender US Borrower L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (Bii) the occurrence or continuance of a Default or an Event of DefaultDefault or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the US Borrower, (iv) any breach of this Agreement or any other Loan Document by any Borrower, any other Loan Party or any other US Borrower L/C Participant or (Cv) any other occurrencecircumstance, happening or event or conditionwhatsoever, whether or not similar to any of the foregoing. No such payment by any L/C Participant shall relieve or otherwise impair the obligation of the Borrower to reimburse such Issuing Lender for the amount of any payment made by such Issuing Lender under any Letter of Credit, together with interest as provided herein. (b) If any amount required to be paid by any US Borrower L/C Participant to any the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any US Borrower Letter of Credit is paid to such the Issuing Lender within three (3) Business Days after the date such payment is due, such US Borrower L/C Participant shall pay to such the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any US Borrower L/C Participant pursuant to Section 3.4(a) is not made available to the relevant Issuing Lender by such US Borrower L/C Participant within three (3) Business Days after the date such payment is due, such the Issuing Lender shall be entitled to recover from such US Borrower L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the US Borrower Revolving Commitments of such LenderFacility. A certificate of the relevant Issuing Lender submitted to any US Borrower L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the relevant Issuing Lender has made payment under any US Borrower Letter of Credit and has received from any US Borrower L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such the Issuing Lender receives any payment through the Administrative Agent related to such US Borrower Letter of Credit (whether directly from the US Borrower or otherwise, including proceeds of collateral applied thereto by such the Issuing Lender), or any payment of interest on account thereof, the Administrative Agent will distribute to each such Issuing Lender will distribute to each such US Borrower L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by such the Issuing Lender shall be required to be returned by such the Issuing Lender, such US Borrower L/C Participant shall return to the Administrative Agent Issuing Lender the portion thereof previously distributed by such the Issuing Lender to it.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the each Issuing Lenders Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk risk, an undivided interest equal to such L/C Participant’s Revolving Credit Percentage in each Issuing Lender’s obligations and rights under each Letter of Credit issued by it such Issuing Lender hereunder and the amount of each draft paid L/C Disbursement made by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if such Issuing Lender makes any L/C Disbursement in respect of a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender through upon demand at such Issuing Lender’s address for notices specified herein (and thereafter the Administrative Agent upon demand shall promptly pay to such Issuing Lender) an amount equal to such L/C Participant’s Revolving Credit Percentage of the amount of such draftL/C Disbursement, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to make pay such payment to such Issuing Lender as contemplated by this Section 3.4(a), amount shall be absolute and unconditional and shall not be affected by any circumstance, including (Ai) any setoff, counterclaim, recoupment, abatement, withholding, reduction, defense or other right which that such Lender L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (Bii) the occurrence or continuance of a Default or an Event of DefaultDefault or the failure to satisfy any of the other conditions specified in Article 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other L/C Participant or (Cv) any other occurrencecircumstance, happening or event or conditionwhatsoever, whether or not similar to any of the foregoing. No such payment by any L/C Participant shall relieve or otherwise impair the obligation of the Borrower to reimburse such Issuing Lender for the amount of any payment made by such Issuing Lender under any Letter of Credit, together with interest as provided herein. (b) If any amount (a “Participation Amount”) required to be paid by any L/C Participant to any an Issuing Lender pursuant to Section 3.4(a3.04(a) in respect of any unreimbursed portion of any payment L/C Disbursement made by such Issuing Lender under any Letter of Credit is not paid to such Issuing Lender within three (3) Business Days after the date such payment is due, such Issuing Lender shall so notify the Administrative Agent, which shall promptly notify the L/C Participants, and each L/C Participant shall pay to the Administrative Agent, for the account of such Issuing Lender Lender, on demand (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) an amount equal to the product of (i) such amountParticipation Amount, times (ii) the ii)the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount Participation Amount required to be paid by any L/C Participant pursuant to Section 3.4(a3.04(a) is not made available to the Administrative Agent for the account of the relevant Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, the Administrative Agent on behalf of such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount Participation Amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Commitments of such LenderCredit Facility. A certificate of the relevant Administrative Agent submitted on behalf of an Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest demonstrable error. (c) Whenever, at any time after the relevant an Issuing Lender has made payment under any L/C Disbursement in respect of a Letter of Credit issued by such Issuing Lender and has received from the Administrative Agent any L/C Participant its Participant’s pro rata share of such payment in accordance with Section 3.4(a3.04(a), such Issuing Lender receives any payment through the Administrative Agent related to such Letter of Credit (whether directly from the Borrower Company or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, the Administrative Agent will distribute to each such Issuing Lender will distribute to each the Administrative Agent for the account of such L/C Participant (and thereafter the Administrative Agent will promptly distribute to such L/C Participant) its pro rata share thereof; provided, however, that in the event that if any such payment received by such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of such Issuing Lender (and thereafter the Administrative Agent shall promptly return to such Issuing Lender) the portion thereof previously distributed by such Issuing Lender to itLender.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the each Issuing Lenders Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk risk, an undivided interest equal to such L/C Participant’s Revolving Credit Percentage in each Issuing Lender’s obligations and rights under each Letter of Credit issued by it such Issuing Lender hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender through upon demand at such Issuing Lender’s address for notices specified herein (and thereafter the Administrative Agent upon demand shall promptly pay to such Issuing Lender) an amount equal to such L/C Participant’s Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to make pay such payment to such Issuing Lender as contemplated by this Section 3.4(a), amount shall be absolute and unconditional and shall not be affected by any circumstance, including (Ai) any setoff, counterclaim, recoupment, defense or other right which that such Lender L/C Participant may have against such any Issuing Lender, the Borrower or any other Person for any reason whatsoever, (Bii) the occurrence or continuance of a Default or an Event of DefaultDefault or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other L/C Participant or (Cv) any other occurrencecircumstance, happening or event or conditionwhatsoever, whether or not similar to any of the foregoing. No such payment by any L/C Participant shall relieve or otherwise impair the obligation of the Borrower to reimburse such Issuing Lender for the amount of any payment made by such Issuing Lender under any Letter of Credit, together with interest as provided herein. (ba) If any amount (a “Participation Amount”) required to be paid by any L/C Participant to any an Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three (3) Business Days after the date such payment is due, such Issuing Lender shall so notify the Administrative Agent, which shall promptly notify the L/C Participants, and each L/C Participant shall pay to the Administrative Agent, for the account of such Issuing Lender Lender, on demand (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) an amount equal to the product of (i) such amountParticipation Amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount Participation Amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Administrative Agent for the account of the relevant Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, the Administrative Agent on behalf of such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount Participation Amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Commitments of such LenderBase Rate Loans. A certificate of the relevant Administrative Agent submitted on behalf of an Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (cb) Whenever, at any time after the relevant an Issuing Lender has made payment under any Letter of Credit and has received from the Administrative Agent any L/C Participant its Participant’s pro rata share of such payment in accordance with Section 3.4(a), such Issuing Lender receives any payment through the Administrative Agent related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, the Administrative Agent will distribute to each such Issuing Lender will distribute to each the Administrative Agent for the account of such L/C Participant (and thereafter the Administrative Agent will promptly distribute to such L/C Participant) its pro rata share thereof; provided, however, that in the event that any such payment received by such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of such Issuing Lender (and thereafter the Administrative Agent shall promptly return to such Issuing Lender) the portion thereof previously distributed by such Issuing Lender to itLender.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lenders to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in each Issuing Lender’s obligations and rights under each Letter of Credit issued by it hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender through the Administrative Agent upon demand an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to make such payment to such Issuing Lender as contemplated by this Section 3.4(a), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against such Issuing Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default or Event of Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing. No such payment by any L/C Participant shall relieve or otherwise impair the obligation of the Borrower to reimburse such Issuing Lender for the amount of any payment made by such Issuing Lender under any Letter of Credit, together with interest as provided herein. . (b) If any amount required to be paid by any L/C Participant to any Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three (3) Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the relevant Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Commitments of such Lender. A certificate of the relevant Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error.- 84- (c) Whenever, at any time after the relevant Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such Issuing Lender receives any payment through the Administrative Agent related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, the Administrative Agent will distribute to each such Issuing Lender will distribute to each L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to the Administrative Agent the portion thereof previously distributed by such Issuing Lender to it.

L/C Participations. (axxiii) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the each Issuing Lenders Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk risk, an undivided interest equal to such L/C Participant’s Revolving Credit Percentage in each Issuing Lender’s obligations and rights under each Letter of Credit issued by it such Issuing Lender hereunder and the amount of each draft paid L/C Disbursement made by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if such Issuing Lender makes any L/C Disbursement in respect of a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the applicable Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender through upon demand at such Issuing ▇▇▇▇▇▇’s address for notices specified herein (and thereafter the Administrative Agent upon demand shall promptly pay to such Issuing Lender) in Dollars, an amount equal to such L/C Participant’s Revolving Credit Percentage of the amount of such draftL/C Disbursement, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to make pay such payment to such Issuing Lender as contemplated by this Section 3.4(a), amount shall be absolute and unconditional and shall not be affected by any circumstance, including (A1) any setoff, counterclaim, recoupment, abatement, withholding, reduction, defense or other right which that such Lender L/C Participant may have against such each Issuing Lender, the any Borrower or any other Person for any reason whatsoever, (B2) the occurrence or continuance of a Default or an Event of DefaultDefault or the failure to satisfy any of the other conditions specified in Article 5, (3) any adverse change in the condition (financial or otherwise) of the Borrower, (4) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other L/C Participant or (C5) any other occurrencecircumstance, happening or event or conditionwhatsoever, whether or not similar to any of the foregoing. No such payment by any L/C Participant shall relieve or otherwise impair the obligation of the Borrower to reimburse such Issuing Lender for the amount of any payment made by such Issuing Lender under any Letter of Credit, together with interest as provided herein. (b) If any amount required to be paid by any L/C Participant to any Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three (3) Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the relevant Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Commitments of such Lender. A certificate of the relevant Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the relevant Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such Issuing Lender receives any payment through the Administrative Agent related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, the Administrative Agent will distribute to each such Issuing Lender will distribute to each L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to the Administrative Agent the portion thereof previously distributed by such Issuing Lender to it.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the each Issuing Lenders Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk risk, an undivided interest equal to such L/C Participant’s Revolving Credit Percentage in each Issuing Lender’s obligations and rights under each Letter of Credit issued by it such Issuing Lender hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender through upon demand at such Issuing Lender’s address for notices specified herein (and thereafter the Administrative Agent upon demand shall promptly pay to such Issuing Lender) an amount equal to such L/C Participant’s Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to make pay such payment to such Issuing Lender as contemplated by this Section 3.4(a), amount shall be absolute and unconditional and shall not be affected by any circumstance, including (Ai) any setoff, counterclaim, recoupment, defense or other right which that such Lender L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (Bii) the occurrence or continuance of a Default or an Event of DefaultDefault or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other L/C Participant or (Cv) any other occurrencecircumstance, happening or event or conditionwhatsoever, whether or not similar to any of the foregoing. No such payment by any L/C Participant shall relieve or otherwise impair the obligation of the Borrower to reimburse such Issuing Lender for the amount of any payment made by such Issuing Lender under any Letter of Credit, together with interest as provided herein. (ba) If any amount (a “Participation Amount”) required to be paid by any L/C Participant to any an Issuing Lender pursuant to Section 3.4(a3.4(b) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three (3) Business Days after the date such payment is due, such Issuing Lender shall so notify the Administrative Agent, which shall promptly notify the L/C Participants, and each L/C Participant shall pay to the Administrative Agent, for the account of such Issuing Lender Lender, on demand (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) an amount equal to the product of (i) such amountParticipation Amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount Participation Amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Administrative Agent for the account of the relevant Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, the Administrative Agent on behalf of such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount Participation Amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Base Rate Loans under the Revolving Commitments of such LenderFacility. A certificate of the relevant Administrative Agent submitted on behalf of an Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (cb) Whenever, at any time after the relevant an Issuing Lender has made payment under any Letter of Credit and has received from the Administrative Agent any L/C Participant its Participant’s pro rata share of such payment in accordance with Section 3.4(a), such Issuing Lender receives any payment through the Administrative Agent related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, the Administrative Agent will distribute to each such Issuing Lender will distribute to each the Administrative Agent for the account of such L/C Participant (and thereafter the Administrative Agent will promptly distribute to such L/C Participant) its pro rata share thereof; provided, however, that in the event that any such payment received by such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of such Issuing Lender (and thereafter the Administrative Agent shall promptly return to such Issuing Lender) the portion thereof previously distributed by such Issuing Lender to itLender.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the such Issuing Lenders Lender to issue Letters of Credit hereunderCredit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each such Issuing Lender, on the terms and conditions hereinafter statedset forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Domestic Percentage in each such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it hereunder issued, and the amount of each draft paid or demand paid, by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft or demand is paid under any Letter of Credit issued by such Issuing Lender for which such the Issuing Lender is not reimbursed in full by the Borrower Company or other applicant in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender through the Administrative Agent upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Domestic Percentage of the Dollar Equivalent of the amount of such draftdraft or demand, or any part thereof, that is not so reimbursedreimbursed (calculated, in the case of any Letter of Credit denominated in an Optional Currency, as of the Reimbursement Date therefor); provided, that in no event shall an L/C Participant be obligated to fund an amount that would cause such L/C Participant’s Total Domestic Extensions of Credit to exceed such L/C Participant’s Domestic Commitment. Each Subject to the foregoing, each L/C Participant’s obligation to make pay such payment to such Issuing Lender as contemplated by this Section 3.4(a), amount shall be absolute and unconditional and shall not be affected by any circumstance, including (Ai) any setoff, counterclaim, recoupment, defense or other right which that such Lender L/C Participant may have against such any Issuing Lender, the Borrower Company, the Applicable Account Party or any other Person for any reason whatsoever, (Bii) the occurrence or continuance of a Default or an Event of DefaultDefault or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of any Loan Party, (iv) any breach of this Agreement or any other Loan Document by the Company, any other Loan Party or any other L/C Participant or (Cv) any other occurrencecircumstance, happening or event or conditionwhatsoever, whether or not similar to any of the foregoing. No such payment by any L/C Participant shall relieve or otherwise impair the obligation of the Borrower to reimburse such Issuing Lender for the amount of any payment made by such Issuing Lender under any Letter of Credit, together with interest as provided herein. (b) If any amount required to be paid by any L/C Participant to any Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit is paid to such any Issuing Lender within three (3) Business Days after the date such payment is due, such L/C Participant shall pay to such any Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the relevant Issuing Lender, times (iii) a fraction fraction, the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the relevant Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Commitments of such LenderLoans. A certificate of the relevant Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the relevant any Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such Issuing Lender receives any payment through the Administrative Agent related to such Letter of Credit (whether directly from the Borrower Company, the Applicable Account Party or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, the Administrative Agent will distribute to each such Issuing Lender will distribute to each such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to the Administrative Agent such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the each Issuing Lenders Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk risk, an undivided interest equal to such L/C Participant’s Revolving Credit Percentage in each Issuing Lender’s obligations and rights under each Letter of Credit issued by it such Issuing Lender hereunder and the amount of each draft paid by such Issuing Lender thereunderthereunder (including any interest payable with respect thereto pursuant to Section 3.5). Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Borrower Borrowers in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender through upon demand at such Issuing Lender’s address for notices specified herein (and thereafter the Administrative Agent upon demand shall promptly pay to such Issuing Lender) an amount equal to such L/C Participant’s Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursedreimbursed (including any interest payable with respect thereto pursuant to Section 3.5). Each L/C Participant’s obligation to make pay such payment to such Issuing Lender as contemplated by this Section 3.4(a), amount shall be absolute and unconditional and shall not be affected by any circumstance, including (Ai) any setoff, counterclaim, recoupment, defense or other right which that such Lender L/C Participant may have against such the Issuing Lender, the Borrower Borrowers or any other Person for any reason whatsoever, (Bii) the occurrence or continuance of a Default or an Event of DefaultDefault or the failure to satisfy any of the other conditions specified in SECTION 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrowers or any other Loan Party, (iv) any breach of this Agreement or any other Loan Document by the Borrowers, any other Loan Party or any other L/C Participant or (Cv) any other occurrencecircumstance, happening or event or conditionwhatsoever, whether or not similar to any of the foregoing. No such payment by any L/C Participant shall relieve or otherwise impair the obligation of the Borrower to reimburse such Issuing Lender for the amount of any payment made by such Issuing Lender under any Letter of Credit, together with interest as provided herein. (b) If any amount (a “Participation Amount”) required to be paid by any L/C Participant to any an Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is not paid to such Issuing Lender within three (3) Business Days after the date such payment is due, such Issuing Lender shall so notify the Administrative Agent, which shall promptly notify the L/C Participants, and each L/C Participant shall pay to the Administrative Agent, for the account of such Issuing Lender Lender, on demand (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) an amount equal to the product of (i) such amountParticipation Amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount Participation Amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Administrative Agent for the account of the relevant Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, the Administrative Agent on behalf of such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount Participation Amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Base Rate Loans under the Revolving Commitments of such LenderCredit Facility. A certificate of the relevant Administrative Agent submitted on behalf of an Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the relevant an Issuing Lender has made payment under any Letter of Credit and has received from the Administrative Agent any L/C Participant its Participant's pro rata share of such payment in accordance with Section 3.4(a), such Issuing Lender receives any payment through the Administrative Agent related to such Letter of Credit (whether directly from the Borrower Borrowers or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, the Administrative Agent will distribute to each such Issuing Lender will distribute to each the Administrative Agent for the account of such L/C Participant (and thereafter the Administrative Agent will promptly distribute to such L/C Participant) its pro rata share thereof; provided, however, that in the event that any such payment received by such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of such Issuing Lender (and thereafter the Administrative Agent shall promptly return to such Issuing Lender) the portion thereof previously distributed by such Issuing Lender to itLender.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C ParticipantLender, and, to induce the Issuing Lenders Lender to issue Letters of Credit hereunderCredit, each L/C Participant Lender irrevocably agrees to accept and purchase and hereby accepts and purchases from each the Issuing Lender, on the terms and conditions hereinafter statedset forth below, for such L/C ParticipantLender’s own account and risk an undivided interest equal to such L/C ParticipantLender’s Revolving L/C Percentage in each the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it hereunder and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably Lender agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreementpursuant to Section 2.1.3(g), such L/C Participant Lender shall pay to such the Issuing Lender through the Administrative Agent upon demand at the Issuing Lender’s address for notices specified herein an amount equal to such L/C ParticipantLender’s Revolving L/C Percentage of the amount of such draftdraft (or the Dollar Equivalent thereof with respect to any Letters of Credit payable in a Foreign Currency), or any part thereof, that is not so reimbursed. Each L/C ParticipantLender’s obligation to make pay such payment to such Issuing Lender as contemplated by this Section 3.4(a), amount shall be absolute and unconditional and shall not be affected by any circumstance, including (Ai) any setoff, counterclaim, recoupment, defense or other right which that such L/C Lender may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (Bii) the occurrence or continuance of a an Event of Default or Event the failure to satisfy any of Defaultthe other conditions specified in Section 3.2, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower or any other L/C Lender, or (Cv) any other occurrencecircumstance, happening or event or conditionwhatsoever, whether or not similar to any of the foregoing. No such payment by any L/C Participant shall relieve or otherwise impair the obligation of the Borrower to reimburse such Issuing Lender for the amount of any payment made by such Issuing Lender under any Letter of Credit, together with interest as provided herein. (b) If any amount required to be paid by any L/C Participant to any Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three (3) Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the relevant Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Commitments of such Lender. A certificate of the relevant Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the relevant Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such Issuing Lender receives any payment through the Administrative Agent related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, the Administrative Agent will distribute to each such Issuing Lender will distribute to each L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to the Administrative Agent the portion thereof previously distributed by such Issuing Lender to it.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the each Issuing Lenders Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk risk, an undivided interest equal to such L/C Participant’s Revolving Credit Percentage in each Issuing Lender’s obligations and rights under each Letter of Credit issued by it such Issuing Lender hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender through upon demand at such Issuing Lender’s address for notices specified herein (and thereafter the Administrative Agent upon demand shall promptly pay to such Issuing Lender) an amount equal to such L/C Participant’s Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to make pay such payment to such Issuing Lender as contemplated by this Section 3.4(a), amount shall be absolute and unconditional and shall not be affected by any circumstance, including (Ai) any setoff, counterclaim, recoupment, defense or other right which that such Lender L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (Bii) the occurrence or continuance of a Default or an Event of DefaultDefault or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other L/C Participant or (Cv) any other occurrencecircumstance, happening or event or conditionwhatsoever, whether or not similar to any of the foregoing. No such payment by any L/C Participant shall relieve or otherwise impair the obligation of the Borrower to reimburse such Issuing Lender for the amount of any payment made by such Issuing Lender under any Letter of Credit, together with interest as provided herein. (ba) If any amount (a “Participation Amount”) required to be paid by any L/C Participant to any an Issuing Lender pursuant to Section 3.4(a3.4(ab) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three (3) Business Days after the date such payment is due, such Issuing Lender shall so notify the Administrative Agent, which shall promptly notify the L/C Participants, and each L/C Participant shall pay to the Administrative Agent, for the account of such Issuing Lender Lender, on demand (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) an amount equal to the product of (i) such amountParticipation Amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount Participation Amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Administrative Agent for the account of the relevant Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, the Administrative Agent on behalf of such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount Participation Amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Base Rate Loans under the Revolving Commitments of such LenderFacility. A certificate of the relevant Administrative Agent submitted on behalf of an Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (cb) Whenever, at any time after the relevant an Issuing Lender has made payment under any Letter of Credit and has received from the Administrative Agent any L/C Participant its Participant’s pro rata share of such payment in accordance with Section 3.4(a), such Issuing Lender receives any payment through the Administrative Agent related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, the Administrative Agent will distribute to each such Issuing Lender will distribute to each the Administrative Agent for the account of such L/C Participant (and thereafter the Administrative Agent will promptly distribute to such L/C Participant) its pro rata share thereof; provided, however, that in the event that any such payment received by such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of such Issuing Lender (and thereafter the Administrative Agent shall promptly return to such Issuing Lender) the portion thereof previously distributed by such Issuing Lender to itLender.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the such Issuing Lenders Lender to issue Letters of Credit hereunderCredit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each such Issuing Lender, on the terms and conditions hereinafter statedset forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Tranche A Revolving Percentage in each such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it hereunder (including each Existing Letter of Credit) and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender it for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay pay, in Dollars, to the Administrative Agent for the account of such Issuing Lender through the Administrative Agent upon demand an amount equal to such L/C Participant’s Tranche A Revolving Percentage of the Dollar Equivalent of the amount of such draft, or any part thereof, that is not so reimbursedreimbursed (“L/C Disbursements”); provided, that nothing in this paragraph shall relieve the Issuing Lender of any liability resulting from the gross negligence or willful misconduct of the Issuing Lender (as determined by a final non-appealable judgment of a court of competent jurisdiction). Each L/C Participant’s obligation to make pay such payment to such Issuing Lender as contemplated by this Section 3.4(a), amount shall be absolute and unconditional and shall not be affected by any circumstance, including (Ai) any setoff, counterclaim, recoupment, defense or other right which that such Lender L/C Participant may have against such any Issuing Lender, the Borrower or any other Person for any reason whatsoever, (Bii) the occurrence or continuance of a Default or an Event of DefaultDefault or the failure to satisfy any of the other conditions specified in Section 5, (iii) anya dverse change in the financial condition of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other L/C Participant or (Cv) any other occurrencecircumstance, happening or event or conditionwhatsoever, whether or not similar to any of the foregoing. No such payment by any L/C Participant shall relieve or otherwise impair the obligation of the Borrower to reimburse such Issuing Lender for the amount of any payment made by such Issuing Lender under any Letter of Credit, together with interest as provided herein. (b) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of any Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of such Issuing Lender within three (3) Business Days after the date such payment is due, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Administrative Agent for the account of the relevant Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Commitments of such Lenderapplicable Facilities. A certificate of the relevant Issuing Lender submitted to any relevant L/C Participant with respect to any amounts owing under this Section 3.4 shall be conclusive presumptively correct in the absence of manifest demonstrable error. (c) Whenever, at any time after the relevant any Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such Issuing Lender receives any payment through if the Administrative Agent receives for the account of the Issuing Lender any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lenderthe Administrative Agent), or any payment of interest on account thereof, the Administrative Agent will distribute to each such Issuing Lender will distribute to each L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it. (d) Notwithstanding anything to the contrary contained in this Agreement, in the event an L/C Participant becomes a Defaulting Lender, then such Defaulting Lender’s applicable Tranche A Revolving Percentage in all outstanding Letters of Credit will automatically be reallocated among the applicable L/C Participants that are Non-Defaulting Lenders pro rata in accordance with each Non-Defaulting Lender’s applicable Tranche A Revolving Percentage (calculated without regard to the Tranche A Revolving Commitments of the Defaulting Lender), but only to the extent that such reallocation does not cause the Tranche A Revolving Extensions of Credit of any Non-Defaulting Lender to exceed the Tranche A Revolving Commitments of such Non-Defaulting Lender. If such reallocation cannot, or can only partially, be effected the Borrower shall, within five Business Days after written notice from the Administrative Agent, pay to the Administrative Agent an amount of cash and/or Cash Equivalents equal to such Defaulting Lender’s applicable Tranche A Revolving Percentage (calculated as in effect immediately prior to it becoming a Defaulting Lender) of the L/C Obligations (after giving effect to any partial reallocation pursuant to the first sentence of this Section 3.4(d)) to be held as security for all obligations of the Borrower to the Issuing Lenders hereunder in a Cash Collateral Account. So long as there is a Defaulting Lender, an Issuing Lender shall not be required to issue any Letter of Credit where the sum of the Non-Defaulting Lenders’ applicable Tranche A Revolving Percentages of the outstanding Tranche A Revolving Loans and their participations in Letters of Credit, after giving effect to any such requested Letter of Credit would exceed (each such excess, the “L/C Shortfall”) the aggregate applicable Tranche A Revolving Commitments of the Non-Defaulting Lenders, unless the Borrower shall pay to the Administrative Agent an amount of cash and/or Cash Equivalents equal to the amount of the L/C Shortfall, such cash and/or CashE quivalents to be held as security for all obligations of the Borrower to the Issuing Lenders hereunder in a Cash Collateral Account.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the such Issuing Lenders Lender to issue Letters of Credit hereunderCredit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each such Issuing Lender, on the terms and conditions hereinafter statedset forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Domestic Percentage in each such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it hereunder issued, and the amount of each draft paid or demand paid, by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft or demand is paid under any Letter of Credit issued by such Issuing Lender for which such the Issuing Lender is not reimbursed in full by the Borrower Company or other applicant in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender through the Administrative Agent upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Domestic Percentage of the Dollar Equivalent of the amount of such draftdraft or demand, or any part thereof, that is not so reimbursedreimbursed (calculated, in the case of any Letter of Credit denominated in an Optional Currency, as of the Reimbursement Date therefor); provided, that in no event shall an L/C Participant be obligated to fund an amount that would cause such L/C Participant’s Total Domestic Extensions of Credit to exceed such L/C Participant’s Domestic Commitment. Each Subject to the foregoing, each L/C Participant’s obligation to make pay such payment to such Issuing Lender as contemplated by this Section 3.4(a), amount shall be absolute and unconditional and shall not be affected by any circumstance, including (Ai) any setoff, counterclaim, recoupment, defense or other right which that such Lender L/C Participant may have against such any Issuing Lender, the Borrower Company, the Applicable Account Party or any other Person for any reason whatsoever, (Bii) the occurrence or continuance of a Default or an Event of DefaultDefault or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of any Loan Party, (iv) any breach of this Agreement or any other Loan Document by the Company, any other Loan Party or any other L/C Participant or (Cv) any other occurrencecircumstance, happening or event or conditionwhatsoever, whether or not similar to any of the foregoing. No such payment by any L/C Participant shall relieve or otherwise impair the obligation of the Borrower to reimburse such Issuing Lender for the amount of any payment made by such Issuing Lender under any Letter of Credit, together with interest as provided herein. (b) If any amount required to be paid by any L/C Participant to any Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit is paid to such any Issuing Lender within three (3) Business Days after the date 509265-1725-14038-Active.16362140 such payment is due, such L/C Participant shall pay to such any Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the relevant Issuing Lender, times (iii) a fraction fraction, the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the relevant Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Commitments of such LenderLoans. A certificate of the relevant Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the relevant any Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such Issuing Lender receives any payment through the Administrative Agent related to such Letter of Credit (whether directly from the Borrower Company, the Applicable Account Party or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, the Administrative Agent will distribute to each such Issuing Lender will distribute to each such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to the Administrative Agent such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lenders Lender to issue Letters of Credit hereunderCredit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each the Issuing Lender, on the terms and conditions hereinafter statedset forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Applicable Percentage in each the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it hereunder and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such the Issuing Lender through the Administrative Agent upon demand at the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Applicable Percentage of the amount of such draft, or any part thereof, that is not so reimbursed, provided that, if such reimbursement obligation is in connection with a Letter of Credit issued in a Foreign Currency, the amount of such reimbursement obligation shall be paid in Dollars, such amount to be determined by converting such Foreign Currency draw to Dollars using the Reuters Exchange Rate on the date on which the Letter of Credit was issued. Each L/C Participant’s obligation to make pay such payment to such Issuing Lender as contemplated by this Section 3.4(a), amount shall be absolute and unconditional and shall not be affected by any circumstance, including (Ai) any setoff, counterclaim, recoupment, defense or other right which that such Lender L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (Bii) the occurrence or continuance of a Default or an Event of DefaultDefault or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other L/C Participant or (Cv) any other occurrencecircumstance, happening or event or conditionwhatsoever, whether or not similar to any of the foregoing. No such payment by any L/C Participant shall relieve or otherwise impair the obligation of the Borrower to reimburse such Issuing Lender for the amount of any payment made by such Issuing Lender under any Letter of Credit, together with interest as provided herein. (b) If any amount required to be paid by any L/C Participant to any the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit is not paid to such the Issuing Lender within three (3) Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the relevant Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, such the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Commitments of such LenderLoans. A certificate of the relevant Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the relevant Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such the Issuing Lender receives any payment through the Administrative Agent related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such the Issuing Lender), or any payment of interest on account thereof, the Administrative Agent will distribute to each such Issuing Lender will distribute to each such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by such the Issuing Lender shall be required to be returned by such the Issuing Lender, such L/C Participant shall return to the Administrative Agent Issuing Lender the portion thereof previously distributed by such the Issuing Lender to it.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the such Issuing Lenders Lender to issue Letters of Credit hereunderCredit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each such Issuing Lender, on the terms and conditions hereinafter statedset forth below, for such L/C Participant’s own account and risk an undivided interest equal to (i) prior to December 3, 2009, such L/C Participant’s Aggregate Domestic Revolving Percentage and (ii) from and after December 3, 2009, such L/C Participant’s 2013 Domestic Revolving Percentage, in each case in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it hereunder issued, and the amount of each draft paid paid, by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such the Issuing Lender is not reimbursed in full by the Borrower Company or other applicant in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender through the Administrative Agent upon demand at such Issuing Lender’s address for notices specified herein an amount equal to (i) prior to December 3, 2009, such L/C Participant’s Aggregate Domestic Revolving Percentage and (ii) from and after December 3, 2009, such L/C Participant’s 2013 Domestic Revolving Percentage, in each case of the Dollar Equivalent amount of such draft, or any part thereof, that is not so reimbursedreimbursed (calculated, in the case of any Letter of Credit denominated in an Optional Currency, as of the Reimbursement Date therefor). Each L/C Participant’s obligation to make pay such payment to such Issuing Lender as contemplated by this Section 3.4(a), amount shall be absolute and unconditional and shall not be affected by any circumstance, including (Ai) any setoff, counterclaim, recoupment, defense or other right which that such Lender L/C Participant may have against such any Issuing Lender, the Company, any Subsidiary Borrower or any other Person for any reason whatsoever, (Bii) the occurrence or continuance of a Default or an Event of DefaultDefault or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Company or any Subsidiary Borrower, (iv) any breach of this Agreement or any other Loan Document by the Company, any Subsidiary Borrower, any other Loan Party or any other L/C Participant or (Cv) any other occurrencecircumstance, happening or event or conditionwhatsoever, whether or not similar to any of the foregoing. No such payment by any L/C Participant shall relieve or otherwise impair the obligation of the Borrower to reimburse such Issuing Lender for the amount of any payment made by such Issuing Lender under any Letter of Credit, together with interest as provided herein. (b) If any amount required to be paid by any L/C Participant to any Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three (3) Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the relevant Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Commitments of such Lender. A certificate of the relevant Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the relevant Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such Issuing Lender receives any payment through the Administrative Agent related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, the Administrative Agent will distribute to each such Issuing Lender will distribute to each L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to the Administrative Agent the portion thereof previously distributed by such Issuing Lender to it.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each Revolving L/C Participant, and, to induce the each Issuing Lenders Lender to issue Revolving Letters of Credit hereunderCredit, each Revolving L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each such Issuing Lender, on the terms and conditions hereinafter statedset forth below, for such Revolving L/C Participant’s own account and risk an undivided interest equal to such Revolving L/C Participant’s Revolving Percentage in each such Issuing Lender’s obligations and rights under and in respect of each Revolving Letter of Credit issued by it hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each Revolving L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Revolving Letter of Credit issued by such Issuing Lender for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such Revolving L/C Participant shall pay to such Issuing Lender through the Administrative Agent upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such Revolving L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each Revolving L/C Participant’s obligation to make pay such payment to such Issuing Lender as contemplated by this Section 3.4(a), amount shall be absolute and unconditional and shall not be affected by any circumstance, including (Ai) any setoff, counterclaim, recoupment, defense or other right which that such Lender Revolving L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (Bii) the occurrence or continuance of a Default or an Event of DefaultDefault or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other Revolving L/C Participant or (Cv) any other occurrencecircumstance, happening or event or conditionwhatsoever, whether or not similar to any of the foregoing. No such payment by any L/C Participant shall relieve or otherwise impair the obligation of the Borrower to reimburse such Issuing Lender for the amount of any payment made by such Issuing Lender under any Letter of Credit, together with interest as provided herein. (b) If any amount required to be paid by any Revolving L/C Participant to any an Issuing Lender pursuant to this Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Revolving Letter of Credit is paid to such Issuing Lender within three (3) Business Days after the date such payment is due, such Revolving L/C Participant shall pay to such Issuing Lender on demand an amount equal to the product of (iA) such amount, times (iiB) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iiiC) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any Revolving L/C Participant pursuant to this Section 3.4(a) is not made available to the relevant applicable Issuing Lender by such Revolving L/C Participant within three (3) Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such Revolving L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Commitments of such LenderFacility. A certificate of the relevant applicable Issuing Lender submitted to any Revolving L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) . Whenever, at any time after the relevant an Issuing Lender has made payment under any Revolving Letter of Credit and has received from any Revolving L/C Participant its pro rata share of such payment in accordance with this Section 3.4(a), such Issuing Lender receives any payment through the Administrative Agent related to such Revolving Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, the Administrative Agent will distribute to each such Issuing Lender will distribute to each such Revolving L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by such Issuing Lender shall be required to be returned by such Issuing Lender, such Revolving L/C Participant shall return to the Administrative Agent such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it. (b) Each Issuing Lender irrevocably grants to each Institutional L/C Lender, and each Institutional L/C Lender irrevocably accepts and purchases from such Issuing Lender, on the terms and conditions set forth below, for such Institutional L/C Lender’s own account and risk an undivided interest equal to such Institutional L/C Lender’s Institutional L/C Percentage in such Issuing Lender’s obligations and rights under and in respect of each Institutional Letter of Credit and the amount of each draft paid by such Issuing Lender thereunder. The aggregate purchase price for the participations of each Institutional L/C Lender in all Institutional Letters of Credit shall equal the amount of such Lender’s Credit-Linked Deposit. Each Institutional L/C Lender agrees with each Issuing Lender that, if a draft is paid under any Institutional Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, the Administrative Agent shall (and is authorized by such Institutional L/C Lender to) pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such Institutional L/C Lender’s Institutional L/C Percentage of the amount of such draft, or any part thereof, that is not so reimbursed, which payment shall be made from such Institutional L/C Lender’s Credit-Linked Deposit. Each Institutional L/C Lender acknowledges and agrees that its authorization to the Administrative Agent to make such payments from its Credit-Linked Deposit shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Institutional L/C Lender may have against the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other Institutional L/C Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Whenever, at any time after an Issuing Lender has made payment under any Institutional Letter of Credit and has received from any Institutional L/C Lender’s Credit-Linked Deposit its pro rata share of such payment in accordance with this Section, such Issuing Lender receives any payment related to such Institutional Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will pay over to the Administrative Agent such Institutional L/C Lender’s Institutional L/C Percentage thereof for (A) deposit in the Credit-Linked Deposit Account, to be added to such Institutional L/C Lender’s Credit-Linked Deposit (in the case of payments on account of principal in respect of the applicable Reimbursement Obligation) or (B) distribution to such Institutional L/C Lender (in the case of any such payment of interest); provided, however, that in the event any such payment received by such Issuing Lender shall be required to be returned by such Issuing Lender, such Issuing Lender’s rights under this paragraph to obtain an amount from such Institutional L/C Lender’s Credit-Linked Deposit shall apply to the extent of the portion thereof previously restored to such Credit-Linked Deposit. Any payment made from the Credit-Linked Deposit Account (or from other funds of the Administrative Agent on account thereof) pursuant to this paragraph to reimburse an Issuing Lender for any Institutional L/C Disbursement shall not constitute a Loan and shall not relieve the Borrower of its Reimbursement Obligation.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the each Issuing Lenders Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk risk, an undivided interest equal to such L/C Participant’s Revolving Credit Percentage in of each Issuing Lender’s obligations and rights under each Letter of Credit issued by it such Issuing Lender hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender through upon demand at the Funding Office (and thereafter the Administrative Agent upon demand shall promptly pay to such Issuing Lender) an amount equal to such L/C Participant’s Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to make pay such payment to such Issuing Lender as contemplated by this Section 3.4(a), amount shall be absolute and unconditional and shall not be affected by any circumstance, including (Ai) any setoff, counterclaim, recoupment, defense or other right which that such Lender L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (Bii) the occurrence or continuance of a Default or an Event of DefaultDefault or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower or any other L/C Participant or (Cv) any other occurrencecircumstance, happening or event or conditionwhatsoever, whether or not similar to any of the foregoing. No such payment by The failure of any L/C Participant shall relieve or otherwise impair the obligation of the Borrower to reimburse such Issuing Lender for the amount of make any payment made by such Issuing Lender under pursuant to this Section 3.4 shall not relieve any Letter other L/C Participant of Credit, together with interest as provided hereinits obligation hereunder. (b) If any amount (a “Participation Amount”) required to be paid by any L/C Participant to any an Issuing Lender through the Administrative Agent pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three (3) Business Days after the date such payment is due, such Issuing Lender shall so notify the Administrative Agent, which shall promptly notify the L/C Participants, and each L/C Participant shall pay to the Administrative Agent, for the account of such Issuing Lender Lender, on demand (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) an amount equal to the product of (i) such amountParticipation Amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount Participation Amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Administrative Agent for the account of the relevant Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, the Administrative Agent on behalf of such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount Participation Amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Base Rate Loans under the Revolving Commitments of such LenderCredit Facility. A certificate of the relevant Administrative Agent submitted on behalf of an Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the relevant an Issuing Lender has made payment under any Letter of Credit and has received from the Administrative Agent any L/C Participant its Participant’s pro rata share of such payment in accordance with Section 3.4(a), such Issuing Lender receives any payment through the Administrative Agent related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to the Administrative Agent for the account of such L/C Participant (and thereafter the Administrative Agent will promptly distribute to such L/C Participant) its pro rata share of such payment in accordance with Section 3.4(a), if the Administrative Agent received for the account of the Issuing Lender (whether directly from the Borrower or otherwise, including proceeds of any collateral applied thereto by the Administrative Agent) or any payment of interest on account thereof, the Administrative Agent will distribute to each such Issuing Lender will distribute to each L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of such Issuing Lender (and thereafter the Administrative Agent shall promptly return to such Issuing Lender) the portion thereof previously distributed by such Issuing Lender to itLender.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the such Issuing Lenders Lender to issue Letters of Credit hereunderCredit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each such Issuing Lender, on the terms and conditions hereinafter statedset forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Tranche A Revolving Percentage in each such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it hereunder (including each Existing Letter of Credit) and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender it for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay pay, in Dollars, to the Administrative Agent for the account of such Issuing Lender through the Administrative Agent upon demand an amount equal to such L/C Participant’s Tranche A Revolving Percentage of the Dollar Equivalent of the amount of such draft, or any part thereof, that is not so reimbursedreimbursed (“L/C Disbursements”); provided, that nothing in this paragraph shall relieve the Issuing Lender of any liability resulting from the gross negligence or willful misconduct of the Issuing Lender (as determined by a final non-appealable judgment of a court of competent jurisdiction). Each L/C Participant’s obligation to make pay such payment to such Issuing Lender as contemplated by this Section 3.4(a), amount shall be absolute and unconditional and shall not be affected by any circumstance, including (Ai) any setoff, counterclaim, recoupment, defense or other right which that such Lender L/C Participant may have against such any Issuing Lender, the Borrower or any other Person for any reason whatsoever, (Bii) the occurrence or continuance of a Default or an Event of DefaultDefault or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the financial condition of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other L/C Participant or (Cv) any other occurrencecircumstance, happening or event or conditionwhatsoever, whether or not similar to any of the foregoing. No such payment by any L/C Participant shall relieve or otherwise impair the obligation of the Borrower to reimburse such Issuing Lender for the amount of any payment made by such Issuing Lender under any Letter of Credit, together with interest as provided herein. (b) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of any Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of such Issuing Lender within three (3) Business Days after the date such payment is due, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is |US-DOCS\115543490.9|| immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Administrative Agent for the account of the relevant Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Commitments of such Lenderapplicable Facilities. A certificate of the relevant Issuing Lender submitted to any relevant L/C Participant with respect to any amounts owing under this Section 3.4 shall be conclusive presumptively correct in the absence of manifest demonstrable error. (c) Whenever, at any time after the relevant any Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such Issuing Lender receives any payment through if the Administrative Agent receives for the account of the Issuing Lender any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lenderthe Administrative Agent), or any payment of interest on account thereof, the Administrative Agent will distribute to each such Issuing Lender will distribute to each L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it. (d) Notwithstanding anything to the contrary contained in this Agreement, in the event an L/C Participant becomes a Defaulting Lender, then such Defaulting Lender’s applicable Tranche A Revolving Percentage in all outstanding Letters of Credit will automatically be reallocated among the applicable L/C Participants that are Non-Defaulting Lenders pro rata in accordance with each Non-Defaulting Lender’s applicable Tranche A Revolving Percentage (calculated without regard to the Tranche A Revolving Commitments of the Defaulting Lender), but only to the extent that such reallocation does not cause the Tranche A Revolving Extensions of Credit of any Non-Defaulting Lender to exceed the Tranche A Revolving Commitments of such Non-Defaulting Lender. If such reallocation cannot, or can only partially, be effected the Borrower shall, within five Business Days after written notice from the Administrative Agent, pay to the Administrative Agent an amount of cash and/or Cash Equivalents equal to such Defaulting Lender’s applicable Tranche A Revolving Percentage (calculated as in effect immediately prior to it becoming a Defaulting Lender) of the L/C Obligations (after giving effect to any partial reallocation pursuant to the first sentence of this Section 3.4(d)) to be held as security for all obligations of the Borrower to the Issuing Lenders hereunder in a Cash Collateral Account. So long as there is a Defaulting Lender, an Issuing Lender shall not be required to issue any Letter of Credit where the sum of the Non-Defaulting Lenders’ applicable Tranche A Revolving Percentages of the outstanding Tranche A Revolving Loans and their participations in Letters of Credit, after giving effect to any such requested Letter of Credit would exceed (each such excess, the “L/C Shortfall”) the aggregate applicable Tranche A Revolving Commitments of the Non-Defaulting Lenders, unless the Borrower shall pay to the Administrative Agent an amount of cash and/or Cash Equivalents equal to the amount of the L/C Shortfall, such cash and/ |US-DOCS\115543490.9|| or Cash Equivalents to be held as security for all obligations of the Borrower to the Issuing Lenders hereunder in a Cash Collateral Account.

L/C Participations. (a) Each Issuing Lender Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the such Issuing Lenders Bank to issue the Letters of Credit to be issued by it hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each such Issuing LenderBank, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in each such Issuing LenderBank’s obligations and rights under each Letter of Credit issued by it such Issuing Bank hereunder and the amount of each draft paid by such Issuing Lender Bank thereunder. Each L/C Participant’s obligations to purchase an undivided participation interest pursuant to this Section 3.4(a) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant or the Borrower may have against any Issuing Bank, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5; (iii) any adverse change in the condition (financial or otherwise) of the Borrower; (iv) any breach of this Agreement or any other Loan Documents by the Borrower, any other Loan Party or any other L/C Participant; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender Bank that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender Bank is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender through the Administrative Agent Bank upon demand at such Issuing Bank’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to make such payment to such Issuing Lender as contemplated by this Section 3.4(a), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against such Issuing Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default or Event of Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing. No such payment by any L/C Participant shall relieve or otherwise impair the obligation of the Borrower to reimburse such Issuing Lender for the amount of any payment made by such Issuing Lender under any Letter of Credit, together with interest as provided herein. (b) If any amount required to be paid by any L/C Participant to any an Issuing Lender Bank pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender Bank under any Letter of Credit issued by such Issuing Bank is not paid to such Issuing Lender Bank within three (3) Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender Bank on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing LenderBank, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the relevant such Issuing Lender Bank by such L/C Participant within three (3) Business Days after the date such payment is due, such Issuing Lender Bank shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Commitments of such LenderFacility. A certificate of the relevant such Issuing Lender Bank submitted to any L/C Participant with respect to any amounts owing under this Section 3.4 shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the relevant an Issuing Lender Bank has made payment under any Letter of Credit issued by such Issuing Bank and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such Issuing Lender Bank receives any payment through the Administrative Agent related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral Collateral applied thereto by such Issuing LenderBank), or any payment of interest on account thereof, the Administrative Agent such Issuing Bank will distribute to each such Issuing Lender will distribute to each L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by such Issuing Lender Bank shall be required to be returned by such Issuing LenderBank, such L/C Participant shall return to the Administrative Agent such Issuing Bank the portion thereof previously distributed by such Issuing Lender Bank to it. (d) The L/C Participants shall, to the extent of their respective Applicable Percentages, indemnify each Issuing Bank (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such Issuing Bank’s gross negligence or willful misconduct) that such Issuing Bank may suffer or incur in connection with any Letter of Credit issued by it. The obligations of the L/C Participants under this Section 3.4(d) and all other provisions of this Section 3 shall survive termination of this Agreement and of all Applications, Letters of Credit, and all drafts and other documents presented in connection with drawings thereunder.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lenders Lender to issue Letters of Credit hereunderCredit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each the Issuing Lender, on the terms and conditions hereinafter statedset forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in each the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it hereunder and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this AgreementAgreement (or if any reimbursement received by the Issuing Lender shall be required to be returned by it at any time), such L/C Participant shall pay to such the Issuing Lender through the Administrative Agent upon demand at the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursedreimbursed (or is so returned). Each L/C Participant’s obligation to make pay such payment to such Issuing Lender as contemplated by this Section 3.4(a), amount shall be absolute and unconditional and shall not be affected by any circumstance, including (Ai) any setoff, counterclaim, recoupment, defense or other right which that such Lender L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (Bii) the occurrence or continuance of a Default or an Event of DefaultDefault or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other L/C Participant or (Cv) any other occurrencecircumstance, happening or event or conditionwhatsoever, whether or not similar to any of the foregoing. No such payment by any L/C Participant shall relieve or otherwise impair the obligation of the Borrower to reimburse such Issuing Lender for the amount of any payment made by such Issuing Lender under any Letter of Credit, together with interest as provided herein. (b) If any amount required to be paid by any L/C Participant to any the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit is not paid to such the Issuing Lender within three by 3:00 p.m. (3New York City time) on the Business Days after Day specified by the Issuing Lender as the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the relevant Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Commitments of such Lender. A certificate of the relevant Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the relevant Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such the Issuing Lender receives any payment through the Administrative Agent related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such the Issuing Lender), or any payment of interest on account thereof, the Administrative Agent will distribute to each such Issuing Lender will distribute to each such L/C Participant its pro rata share thereof; provided, however, that in the event that if any such payment received by such the Issuing Lender shall be required to be returned by such the Issuing Lender, such L/C Participant shall return to the Administrative Agent Issuing Lender the portion thereof previously distributed by such the Issuing Lender to it.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the each Issuing Lenders Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk risk, an undivided interest equal to such L/C Participant’s Revolving Credit Percentage in each Issuing Lender’s obligations and rights under each Letter of Credit issued by it such Issuing Lender hereunder and the amount of each draft paid L/C Disbursement made by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if such Issuing Lender makes any L/C Disbursement in respect of a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the applicable Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender through upon demand at such Issuing Lender’s address for notices specified herein (and thereafter the Administrative Agent upon demand shall promptly pay to such Issuing Lender) in Dollars, an amount equal to such L/C Participant’s Revolving Credit Percentage of the amount of such draftL/C Disbursement, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to make pay such payment to such Issuing Lender as contemplated by this Section 3.4(a), amount shall be absolute and unconditional and shall not be affected by any circumstance, including (Ai) any setoff, counterclaim, recoupment, abatement, withholding, reduction, defense or other right which that such Lender L/C Participant may have against such each Issuing Lender, the theany Borrower or any other Person for any reason whatsoever, (Bii) the occurrence or continuance of a Default or an Event of DefaultDefault or the failure to satisfy any of the other conditions specified in Article 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other L/C Participant or (Cv) any other occurrencecircumstance, happening or event or conditionwhatsoever, whether or not similar to any of the foregoing. No such payment by any L/C Participant shall relieve or otherwise impair the obligation of the Borrower to reimburse such Issuing Lender for the amount of any payment made by such Issuing Lender under any Letter of Credit, together with interest as provided herein. (b) If any amount (a “Participation Amount”) required to be paid by any L/C Participant to any an Issuing Lender pursuant to Section 3.4(a3.04(a) in respect of any unreimbursed portion of any payment L/C Disbursement made by such Issuing Lender under any Letter of Credit is not paid to such Issuing Lender within three (3) one Business Days Day after the date such payment is due, such Issuing Lender shall so notify the Administrative Agent, which shall promptly notify the L/C Participants, and each L/C Participant shall pay to the Administrative Agent, for the account of such Issuing Lender Lender, on demand (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) in Dollars, an amount equal to the product of (i) such amountParticipation Amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount Participation Amount required to be paid by any L/C Participant pursuant to Section 3.4(a3.04(a) is not made available to the Administrative Agent for the account of the relevant Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, the Administrative Agent on behalf of such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount Participation Amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Base Rate Loans under the Revolving Commitments of such LenderCredit Facility. A certificate of the relevant Administrative Agent submitted on behalf of an Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the relevant an Issuing Lender has made payment under any L/C Disbursement in respect of a Letter of Credit issued by such Issuing Lender and has received from the Administrative Agent any L/C Participant its Participant’s pro rata share of such payment in accordance with Section 3.4(a3.04(a), such Issuing Lender receives any payment through the Administrative Agent related to such Letter of Credit (whether directly from the Borrower Company or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, the Administrative Agent will distribute to each such Issuing Lender will distribute to each the Administrative Agent for the account of such L/C Participant (and thereafter the Administrative Agent will promptly distribute to such L/C Participant) its pro rata share thereof; provided, however, that in the event that if any such payment received by such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of such Issuing Lender (and thereafter the Administrative Agent shall promptly return to such Issuing Lender) the portion thereof previously distributed by such Issuing Lender to itLender.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the each Issuing Lenders Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk risk, an undivided interest equal to such L/C Participant’s Revolving Credit Percentage in each Issuing Lender’s obligations and rights under each Letter of Credit issued by it such Issuing Lender hereunder and the amount of each draft paid L/C Disbursement made by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if such Issuing Lender makes any L/C Disbursement in respect of a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender through upon demand at such Issuing Lender’s address for notices specified herein (and thereafter the Administrative Agent upon demand shall promptly pay to such Issuing Lender) in Dollars, an amount equal to such L/C Participant’s Revolving Credit Percentage of the amount of such draftL/C Disbursement, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to make pay such payment to such Issuing Lender as contemplated by this Section 3.4(a), amount shall be absolute and unconditional and shall not be affected by any circumstance, including (Ai) any setoff, counterclaim, recoupment, abatement, withholding, reduction, defense or other right which that such Lender L/C Participant may have against such each Issuing Lender, the Borrower or any other Person for any reason whatsoever, (Bii) the occurrence or continuance of a Default or an Event of DefaultDefault or the failure to satisfy any of the other conditions specified in Article 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other L/C Participant or (Cv) any other occurrencecircumstance, happening or event or conditionwhatsoever, whether or not similar to any of the foregoing. No such payment by any L/C Participant shall relieve or otherwise impair the obligation of the Borrower to reimburse such Issuing Lender for the amount of any payment made by such Issuing Lender under any Letter of Credit, together with interest as provided herein. (b) If any amount (a “Participation Amount”) required to be paid by any L/C Participant to any an Issuing Lender pursuant to Section 3.4(a3.04(a) in respect of any unreimbursed portion of any payment L/C Disbursement made by such Issuing Lender under any Letter of Credit is not paid to such Issuing Lender within three (3) one Business Days Day after the date such payment is due, such Issuing Lender shall so notify the Administrative Agent, which shall promptly notify the L/C Participants, and each L/C Participant shall pay to the Administrative Agent, for the account of such Issuing Lender Lender, on demand (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) in Dollars, an amount equal to the product of (i) such amountParticipation Amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount Participation Amount required to be paid by any L/C Participant pursuant to Section 3.4(a3.04(a) is not made available to the Administrative Agent for the account of the relevant Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, the Administrative Agent on behalf of such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount Participation Amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Base Rate Loans under the Revolving Commitments of such LenderCredit Facility. A certificate of the relevant Administrative Agent submitted on behalf of an Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the relevant Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such Issuing Lender receives any payment through the Administrative Agent related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, the Administrative Agent will distribute to each such Issuing Lender will distribute to each L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to the Administrative Agent the portion thereof previously distributed by such Issuing Lender to it.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the such Issuing Lenders Lender to issue Letters of Credit hereunderCredit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each such Issuing Lender, on the terms and conditions hereinafter statedset forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Tranche A Revolving Percentage in each such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it hereunder (including each Existing Letter of Credit) and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender it for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay pay, in Dollars, to the Administrative Agent for the account of such Issuing Lender through the Administrative Agent upon demand an amount equal to such L/C Participant’s Tranche A Revolving Percentage of the Dollar Equivalent of the amount of such draft, or any part thereof, that is not so reimbursedreimbursed (“L/C Disbursements”); provided, that nothing in this paragraph shall relieve the Issuing Lender of any liability resulting from the gross negligence or willful misconduct of the Issuing Lender (as determined by a final non-appealable judgment of a court of competent jurisdiction). Each L/C Participant’s obligation to make pay such payment to such Issuing Lender as contemplated by this Section 3.4(a), amount shall be absolute and unconditional and shall not be affected by any circumstance, including (Ai) any setoff, counterclaim, recoupment, defense or other right which that such Lender L/C Participant may have against such any Issuing Lender, the Borrower or any other Person for any reason whatsoever, (Bii) the occurrence or continuance of a Default or an Event of DefaultDefault or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the financial condition of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other L/C Participant or (Cv) any other occurrencecircumstance, happening or event or conditionwhatsoever, whether or not similar to any of the foregoing. No such payment by any L/C Participant shall relieve or otherwise impair the obligation of the Borrower to reimburse such Issuing Lender for the amount of any payment made by such Issuing Lender under any Letter of Credit, together with interest as provided herein. (b) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of any Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of such Issuing Lender within three (3) Business Days after the date such payment is due, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Administrative Agent for the account of the relevant Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Commitments of such Lenderapplicable Facilities. A certificate of the relevant Issuing Lender submitted to any relevant L/C Participant with respect to any amounts owing under this Section 3.4 shall be conclusive presumptively correct in the absence of manifest demonstrable error. (c) Whenever, at any time after the relevant Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such Issuing Lender receives any payment through the Administrative Agent related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, the Administrative Agent will distribute to each such Issuing Lender will distribute to each L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to the Administrative Agent the portion thereof previously distributed by such Issuing Lender to it.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the such Issuing Lenders Lender to issue Letters of Credit hereunderCredit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each such Issuing Lender, on the terms and conditions hereinafter statedset forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving L/C Tranche Percentage in each such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it hereunder issued, and the amount of each draft paid or demand paid, by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft or demand is paid under any Letter of Credit issued by such Issuing Lender for which such the Issuing Lender is not reimbursed in full by the Borrower Company or other applicant in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender through the Administrative Agent upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving L/C Tranche Percentage of the Dollar Equivalent of the amount of such draftdraft or demand, or any part thereof, that is not so reimbursedreimbursed (calculated, in the case of any Letter of Credit denominated in an Optional Currency, as of the Reimbursement Date therefor); provided, that in no event shall an L/C Participant be obligated to fund an amount that would cause such L/C Participant’s Total L/C Tranche Extensions of Credit to exceed such L/C Participant’s L/C Tranche Commitment. Each Subject to the foregoing, each L/C Participant’s obligation to make pay such payment to such Issuing Lender as contemplated by this Section 3.4(a), amount shall be absolute and unconditional and shall not be affected by any circumstance, including (Ai) any setoff, counterclaim, recoupment, defense or other right which that such Lender L/C Participant may have against such any Issuing Lender, the Borrower Company, the Applicable Account Party or any other Person for any reason whatsoever, (Bii) the occurrence or continuance of a Default or an Event of DefaultDefault or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of any Loan Party, (iv) any breach of this Agreement or any other Loan Document by the Company, any other Loan Party or any other L/C Participant or (Cv) any other occurrencecircumstance, happening or event or conditionwhatsoever, whether or not similar to any of the foregoing. No such payment by any L/C Participant shall relieve or otherwise impair the obligation of the Borrower to reimburse such Issuing Lender for the amount of any payment made by such Issuing Lender under any Letter of Credit, together with interest as provided herein. (b) If any amount required to be paid by any L/C Participant to any Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit is paid to such any Issuing Lender within three (3) Business Days after the date such payment is due, such L/C Participant shall pay to such any Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such the relevant Issuing Lender, times (iii) a fraction fraction, the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the relevant Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Commitments of such LenderLoans. A certificate of the relevant Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the relevant any Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such Issuing Lender receives any payment through the Administrative Agent related to such Letter of Credit (whether directly from the Borrower Company, the Applicable Account Party or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, the Administrative Agent will distribute to each such Issuing Lender will distribute to each such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to the Administrative Agent such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the each Issuing Lenders Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant’s 's own account and risk risk, an undivided interest equal to such L/C Participant’s 's Revolving Credit Percentage in each Issuing Lender’s 's obligations and rights under each Letter of Credit issued by it such Issuing Lender hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender through upon demand at such Issuing Lender's address for notices specified herein (and thereafter the Administrative Agent upon demand shall promptly pay to such Issuing Lender) an amount equal to such L/C Participant’s 's Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s 's obligation to make pay such payment to such Issuing Lender as contemplated by this Section 3.4(a), amount shall be absolute and unconditional and shall not be affected by any circumstance, including (Ai) any setoff, counterclaim, recoupment, defense or other right which that such Lender L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (Bii) the occurrence or continuance of a Default or an Event of DefaultDefault or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other L/C Participant or (Cv) any other occurrencecircumstance, happening or event or conditionwhatsoever, whether or not similar to any of the foregoing. No such payment by any L/C Participant shall relieve or otherwise impair the obligation of the Borrower to reimburse such Issuing Lender for the amount of any payment made by such Issuing Lender under any Letter of Credit, together with interest as provided herein. (b) If any amount (a "Participation Amount") required to be paid by any L/C Participant to any an Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three (3) Business Days after the date such payment is due, such Issuing Lender shall so notify the Administrative Agent, which shall promptly notify the L/C Participants, and each L/C Participant shall pay to the Administrative Agent, for the account of such Issuing Lender Lender, on demand (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) an amount equal to the product of (i) such amountParticipation Amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount Participation Amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Administrative Agent for the account of the relevant Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, the Administrative Agent on behalf of such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount Participation Amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Commitments of such LenderFacility. A certificate of the relevant Administrative Agent submitted on behalf of an Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the relevant an Issuing Lender has made payment under any Letter of Credit and has received from the Administrative Agent any L/C Participant its Participant's pro rata share of such payment in accordance with Section 3.4(a), such Issuing Lender receives any payment through the Administrative Agent related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, the Administrative Agent will distribute to each such Issuing Lender will distribute to each the Administrative Agent for the account of such L/C Participant (and thereafter the Administrative Agent will promptly distribute to such L/C Participant) its pro rata share thereof; provided, however, that in the event that any such payment received by such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of such Issuing Lender (and thereafter the Administrative Agent shall promptly return to such Issuing Lender) the portion thereof previously distributed by such Issuing Lender to itLender.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the each Issuing Lenders Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant’s 's own account and risk risk, an undivided interest equal to such L/C Participant’s Revolving 's Commitment Percentage in each Issuing Lender’s 's obligations and rights under each Letter of Credit issued by it such Issuing Lender hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender through upon demand at such Issuing Lender's address for notices specified herein (and thereafter the Administrative Agent upon demand shall promptly pay to such Issuing Lender) an amount equal to such L/C Participant’s Revolving 's Commitment Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s 's obligation to make pay such payment to such Issuing Lender as contemplated by this Section 3.4(a), amount shall be absolute and unconditional and shall not be affected by any circumstance, including (Ai) any setoff, counterclaim, recoupment, defense or other right which that such Lender L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (Bii) the occurrence or continuance of a Default or an Event of DefaultDefault or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other L/C Participant or (Cv) any other occurrencecircumstance, happening or event or conditionwhatsoever, whether or not similar to any of the foregoing. No such payment by any L/C Participant shall relieve or otherwise impair the obligation of the Borrower to reimburse such Issuing Lender for the amount of any payment made by such Issuing Lender under any Letter of Credit, together with interest as provided herein. (b) If any amount (a "Participation Amount") required to be paid by any L/C Participant to any an Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three (3) Business Days after the date such payment is due, such Issuing Lender shall so notify the Administrative Agent, which shall promptly notify the L/C Participants, and each L/C Participant shall pay to the Administrative Agent, for the account of such Issuing Lender Lender, on demand (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) an amount equal to the product of (i) such amountParticipation Amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount Participation Amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Administrative Agent for the account of the relevant Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, the Administrative Agent on behalf of such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount Participation Amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Commitments of such LenderBase Rate Loans. A certificate of the relevant Administrative Agent submitted on behalf of an Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the relevant an Issuing Lender has made payment under any Letter of Credit and has received from the Administrative Agent any L/C Participant its Participant's pro rata share of such payment in accordance with Section 3.4(a), such Issuing Lender receives any payment through the Administrative Agent related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, the Administrative Agent will distribute to each such Issuing Lender will distribute to each the Administrative Agent for the account of such L/C Participant (and thereafter the Administrative Agent will promptly distribute to such L/C Participant) its pro rata share thereof; provided, however, that in the event that any such payment received by such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of such Issuing Lender (and thereafter the Administrative Agent shall promptly return to such Issuing Lender) the portion thereof previously distributed by such Issuing Lender to itLender.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the each Issuing Lenders Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk risk, an undivided interest equal to such L/C Participant’s Revolving Credit Percentage in each Issuing Lender’s obligations and rights under each Letter of Credit issued by it such Issuing Lender hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement (including pursuant to any cash collateralization arrangement otherwise required by this Agreement), such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender through upon demand at such Issuing Lender’s address for notices specified herein (and thereafter the Administrative Agent upon demand shall promptly pay to such Issuing Lender) an amount equal to such L/C Participant’s Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to make pay such payment to such Issuing Lender as contemplated by this Section 3.4(a), amount shall be absolute and unconditional and shall not be affected by any circumstancecircumstance other than the cash collateralization of the related Letter of Credit to the extent required by this Agreement, including (Ai) any setoff, counterclaim, recoupment, defense or other right which that such Lender L/C Participant may have against such any Issuing Lender, the Borrower or any other Person for any reason whatsoever, (Bii) the occurrence or continuance of a Default or an Event of DefaultDefault or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other L/C Participant or (Cv) any other occurrencecircumstance, happening or event or conditionwhatsoever, whether or not similar to any of the foregoing. No such payment by any L/C Participant shall relieve or otherwise impair the obligation of the Borrower to reimburse such Issuing Lender for the amount of any payment made by such Issuing Lender under any Letter of Credit, together with interest as provided herein. (b) If any amount (a “Participation Amount”) required to be paid by any L/C Participant to any an Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three (3) Business Days after the date such payment is due, such Issuing Lender shall so notify the Administrative Agent, which shall promptly notify the L/C Participants, and each L/C Participant shall pay to the Administrative Agent, for the account of such Issuing Lender Lender, on demand (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) an amount equal to the product of (i) such amountParticipation Amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount Participation Amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Administrative Agent for the account of the relevant Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, the Administrative Agent on behalf of such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount Participation Amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Base Rate Loans under the Revolving Commitments of such LenderCredit Facility. A certificate of the relevant Administrative Agent submitted on behalf of an Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the relevant an Issuing Lender has made payment under any Letter of Credit and has received from the Administrative Agent any L/C Participant its Participant’s pro rata share of such payment in accordance with Section 3.4(a), such Issuing Lender receives any payment through the Administrative Agent related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, the Administrative Agent will distribute to each such Issuing Lender will distribute to each the Administrative Agent for the account of such L/C Participant (and thereafter the Administrative Agent will promptly distribute to such L/C Participant) its pro rata share thereof; provided, however, that in the event that any such payment received by such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of such Issuing Lender (and thereafter the Administrative Agent shall promptly return to such Issuing Lender) the portion thereof previously distributed by such Issuing Lender to itLender.