Common use of L/C Participations Clause in Contracts

L/C Participations. (a) The applicable Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the applicable Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk, an undivided interest equal to such L/C Participant’s Revolving Credit Commitment Percentage in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the applicable Issuing Lender that, if a draft is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. (b) Upon becoming aware of any amount required to be paid by any L/C Participant to the applicable 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, such Issuing Lender shall notify the Administrative Agent and each L/C Participant of the amount and due date of such required payment and such L/C Participant shall pay to such Issuing Lender the amount specified on the applicable due date. If any such amount is paid to the applicable Issuing Lender after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand, in addition to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Rate as determined by the Administrative Agent during the period from and including the date such payment is due 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. A certificate of the applicable Issuing Lender with respect to any amounts owing under this Section shall be presumed correct in the absence of manifest error. With respect to payment to the applicable Issuing Lender of the unreimbursed amounts described in this Section, if the L/C Participants receive notice that any such payment is due (A) prior to 2:00 p.m. on any Business Day, such payment shall be due that Business Day, and (B) after 2:00 p.m. on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at any time after the applicable Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its Revolving Credit Commitment Percentage of such payment in accordance with this Section, such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; 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 such Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

L/C Participations. (a) The applicable U.S. Issuing Lender irrevocably agrees to grant and hereby grants to each U.S. L/C Participant, and, to induce the applicable U.S. Issuing 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 such the 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, risk an undivided interest equal to such U.S. L/C Participant’s U.S. Revolving Credit Commitment Percentage in such the U.S. Issuing Lender’s obligations and rights under and in respect of each U.S. Letter of Credit issued hereunder and the amount of each draft paid by such the U.S. Issuing Lender thereunder. Each U.S. L/C Participant unconditionally and irrevocably agrees with the applicable U.S. Issuing Lender that, if a draft is paid under any U.S. Letter of Credit for which such the U.S. Issuing Lender is not reimbursed in full by the U.S. Borrower through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such U.S. L/C Participant shall pay to such the Administrative Agent upon demand of the U.S. Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such U.S. L/C Participant’s U.S. Revolving Credit Commitment 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 the U.S. Issuing Lender. (b) Upon becoming aware of If any amount required to be paid by any U.S. L/C Participant to the applicable Administrative Agent for the account of the U.S. Issuing Lender pursuant to Section 3.4(a3.10(a) in respect of any unreimbursed portion of any payment made by such the U.S. Issuing Lender under any U.S. Letter of Credit, such Issuing Lender shall notify Credit is not paid to the Administrative Agent and each L/C Participant for the account of the amount and due date of U.S. Issuing Lender on the Business Day such required payment and is due, such U.S. L/C Participant shall pay to such Issuing Lender the amount specified on Administrative Agent for the applicable due date. If any such amount is paid to account of the applicable Issuing Lender after the date such payment is due, such L/C Participant shall pay to such U.S. Issuing Lender on demand, in addition demand an amount equal to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate as determined by the Administrative Agent during the period from and including the date such payment is due 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 3.10(a) is not made available to the Administrative Agent for the account of the U.S. Issuing Lender by such U.S. L/C Participant on the third Business Day after such payment is due, the 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 Base Rate Loans under the U.S. Revolving Facility. A certificate of the applicable U.S. Issuing Lender submitted to any U.S. L/C Participant with respect to any amounts owing under this Section shall be presumed correct conclusive in the absence of manifest error. With respect to payment to the applicable Issuing Lender of the unreimbursed amounts described in this Section, if the L/C Participants receive notice that any such payment is due (A) prior to 2:00 p.m. on any Business Day, such payment shall be due that Business Day, and (B) after 2:00 p.m. on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at any time after the applicable 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 Revolving Credit Commitment Percentage pro rata share of such payment in accordance with this SectionSection 3.10(a), such the Administrative Agent or the U.S. Issuing Lender receives any payment related to such U.S. Letter of Credit (whether directly from the U.S. Borrower or otherwise, including proceeds of collateral applied thereto by the U.S. Issuing Lender), or any payment of interest on account thereof, such the Administrative Agent or the U.S. Issuing Lender Lender, as the case may be, will distribute to such 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 the U.S. Issuing Lender, as the case may be, shall be required to be returned by the Administrative Agent or the U.S. Issuing Lender, such U.S. L/C Participant shall return to the Administrative Agent for the account of the U.S. Issuing Lender the portion thereof previously distributed to it by the Administrative Agent or the U.S. Issuing Lender, as the case may be. (d) The Canadian Issuing Lender irrevocably agrees to grant and hereby grants to each Canadian L/C Participant, and, to induce the Canadian Issuing Lender to issue Canadian Letters of Credit hereunder, each Canadian L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the 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 the 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 the Canadian Issuing Lender thereunder. Each Canadian L/C Participant unconditionally and irrevocably agrees with the Canadian Issuing Lender that, if a draft is paid under any Canadian Letter of Credit issued by the 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 the Canadian Issuing Lender an amount in Canadian Dollars or Dollars, as applicable, equal to such Canadian L/C Participant’s Canadian Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. The Administrative Agent shall promptly forward such amounts to the Canadian Issuing Lender. (e) If any amount required to be paid by any Canadian L/C Participant to the Canadian Issuing Lender pursuant to Section 3.10(d) in respect of any unreimbursed portion of any payment made by the Canadian Issuing Lender under any Canadian Letter of Credit is paid to the Administrative Agent for the Account of the 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 the Canadian Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average interbank offered rate quoted by the Administrative Agent during the period from and including the date such payment is required to the date on which such payment is immediately available to the 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 the 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 the 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 and Canadian Prime Rate Loans under the Canadian Revolving Facility for amounts due in Canadian 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 shall be conclusive in the absence of manifest error. (f) Whenever, at any time after the 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), the 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 the Canadian Issuing Lender), or any payment of interest on account thereof, the 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 the Canadian Issuing Lender shall be required to be returned by such the Canadian Issuing Lender, such Canadian L/C Participant shall return to such the Administrative Agent for the account of the Canadian Issuing Lender the portion thereof previously distributed to it by the Canadian Issuing Lender to itor the Administrative Agent, as the case may be.

L/C Participations. (a) The applicable Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the applicable each Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such 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 Commitment Percentage in such each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the applicable 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 through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. (b) Upon becoming aware of any amount required to be paid by any L/C Participant to the applicable 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, issued by it, such Issuing Lender shall notify the Administrative Agent of such unreimbursed amount and the Administrative Agent shall notify each L/C Participant (with a copy to the applicable Issuing Lender) of the amount and due date of such required payment and such L/C Participant shall pay to the Administrative Agent (which, in turn shall pay such Issuing Lender Lender) the amount specified on the applicable due date. If any such amount is paid to the applicable such Issuing Lender after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand, in addition to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Rate as determined by the Administrative Agent during the period from and including the date such payment is due 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. A certificate of the applicable such Issuing Lender with respect to any amounts owing under this Section shall be presumed correct conclusive in the absence of manifest error. With respect to payment to the applicable such Issuing Lender of the unreimbursed amounts described in this Section, if the L/C Participants receive notice that any such payment is due (A) prior to 2:00 p.m. on any Business Day, such payment shall be due that Business Day, and (B) after 2:00 p.m. on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at any time after the applicable any Issuing Lender has made payment under any Letter of Credit issued by it and has received from any L/C Participant its Revolving Credit Commitment Percentage of such payment in accordance with this Section, such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; 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 such Issuing Lender the portion thereof previously distributed by the such Issuing Lender to it. (d) Each L/C Participant’s obligation to make the Revolving Credit Loans referred to in Section 3.4(b) and to purchase participating interests pursuant to 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 Revolving Credit Lender or the Borrower may have against the Swingline 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 Article VI, (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 Credit Party or any other Revolving Credit Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

L/C Participations. (a) The applicable Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the applicable Issuing Lender to issue Letters of Credit hereunderCredit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions hereinafter statedset forth below, for such L/C Participant’s own account and risk, risk an undivided interest equal to such L/C Participant’s Revolving Credit Commitment Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the applicable Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, that is not so reimbursed; provided, however, that subject to subsection 4.4(b) hereof, notwithstanding anything in this Agreement to the contrary, in respect of each drawing under any Letter of Credit, the maximum amount that shall be payable by any L/C Participant, whether as a Revolving Credit Loan pursuant to subsection 4.5 and/or as a participation pursuant to this subsection 4.4(a), shall not exceed such L/C Participant’s Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, that is not so reimbursed by the Borrower. (b) Upon becoming aware of If any amount required to be paid by any L/C Participant to the applicable Issuing Lender pursuant to Section 3.4(asubsection 4.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit, such Credit is not paid to the Issuing Lender shall notify the Administrative Agent and each L/C Participant of the amount and due date of such required payment and such L/C Participant shall pay to such Issuing Lender the amount specified on the applicable due date. If any date such amount payment is due, but is paid to the applicable Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand, in addition demand an amount equal to such amount, the product of (i) such amount, times (ii) the daily average of the greater of (A) the Federal Funds Effective Rate as and (B) a rate determined by the Administrative Agent in accordance with banking industry rates on interbank compensation during the period from and including the date such payment is due 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 subsection 4.4(a) is not made available to the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans. A certificate of the applicable Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section subsection shall be presumed correct conclusive in the absence of manifest error. With respect to payment Notwithstanding anything contained herein to the applicable Issuing Lender of the unreimbursed amounts described in this Sectioncontrary, if the until a L/C Participants receive notice that Participant funds any amount required to be paid by such payment is due (A) prior L/C Participant to 2:00 p.m. on any Business Daythe Issuing Lender pursuant to subsection 4.4(a), interest allocable to or in respect of such payment amount shall be due that Business Day, and (B) after 2:00 p.m. on any Business Day, such payment shall be due on solely for the following Business Dayaccount of the Issuing Lender. (c) Whenever, at any time after the applicable Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its Revolving Credit Commitment Percentage pro rata share of such payment in accordance with this Sectionsubsection 4.4(a), such the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, such the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by such the Issuing Lender shall be required to be returned by such the Issuing Lender, such L/C Participant shall return to such the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

L/C Participations. (a) The applicable Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the applicable Issuing Lender to issue Letters of Credit hereunderCredit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions hereinafter statedset forth below, for such L/C Participant’s own account and risk, risk an undivided interest equal to such L/C Participant’s Revolving Credit Commitment Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft drawing paid by such the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the applicable Issuing Lender that, if a draft drawing is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to such the Issuing Lender through the Administrative Agent (or the Administrative Agent shall apply Cash Collateral provided for this purpose) upon demand at such Issuing Lenderthe Administrative Agent’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit Commitment Percentage of the amount of such draftdrawing, or any part thereof, that is not so reimbursed. (b) Upon becoming aware of If any amount required to be paid by any L/C Participant to the applicable Issuing Lender pursuant to Section 3.4(asubsection 5.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit, such Issuing Lender shall notify the Administrative Agent and each L/C Participant of the amount and due date of such required payment and such L/C Participant shall pay to such Issuing Lender the amount specified on the applicable due date. If any such amount Credit is paid to the applicable Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand, in addition demand an amount equal to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds NYFRB Rate as determined by the Administrative Agent during the period from and including the date such payment is due 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 subsection 5.4(a) is not made available to the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans. A certificate of the applicable Issuing Lender submitted through the Administrative Agent to any L/C Participant with respect to any amounts owing under this Section shall be presumed correct conclusive in the absence of manifest error. With respect to payment to the applicable Issuing Lender of the unreimbursed amounts described in this Section, if the L/C Participants receive notice that any such payment is due (A) prior to 2:00 p.m. on any Business Day, such payment shall be due that Business Day, and (B) after 2:00 p.m. on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at any time after the applicable Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its Revolving Credit Commitment Percentage pro rata share of such payment in accordance with this Sectionsubsection 5.4(a), such Issuing Lender the Administrative Agent receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, such Issuing Lender the Administrative Agent will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by such the Issuing Lender shall be required to be returned by such the Issuing Lender, such L/C Participant shall return to such the Issuing Lender through the Administrative Agent the portion thereof previously distributed by the Issuing Lender to it.

L/C Participations. (ai) The applicable Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the applicable each Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such 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 Commitment Percentage Pro Rata Share in such each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the applicable 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 through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit Commitment Percentage Pro Rata Share of the amount of such draft, or any part thereof, that which is not so reimbursed. (bii) Upon becoming aware of any amount required to be paid by any L/C Participant to the applicable any Issuing Lender pursuant to Section 3.4(a2.03(d)(i) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of CreditCredit issued by it, such Issuing Lender shall notify the Administrative Agent of such unreimbursed amount, and the Administrative Agent shall notify each L/C Participant (with a copy to the applicable Issuing Lender) of the amount and due date of such required payment and such L/C Participant shall pay to the Administrative Agent (which, in turn shall pay such Issuing Lender Lender) the amount specified on the applicable due date. If any such amount is paid to the applicable such Issuing Lender after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand, in addition to such amount, the product of (i) such amount, amount times (ii) the daily average Federal Funds Rate as determined by the Administrative Agent during the period from and including the date such payment is due to the date on which such payment is immediately available to such Issuing Lender, Lender times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. A certificate of the applicable such Issuing Lender with respect to any amounts owing under this Section 2.03 shall be presumed correct conclusive in the absence of manifest error. With respect to payment to the applicable such Issuing Lender of the unreimbursed amounts described in this SectionSection 2.03, if the L/C Participants receive notice that any such payment is due (A) prior to 2:00 1:00 p.m. (Pacific time) on any Business Day, such payment shall be due that Business Day, and (B) after 2:00 1:00 p.m. (Pacific time) on any Business Day, such payment shall be due on the following Business Day. (ciii) Whenever, at any time after the applicable any Issuing Lender has made payment under any Letter of Credit issued by it and has received from any L/C Participant its Revolving Credit Commitment Percentage Pro Rata Share of such payment in accordance with this SectionSection 2.03, such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, 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 such Issuing Lender the portion thereof previously distributed by the such Issuing Lender to it. (iv) Each L/C Participant’s obligation to make the payments referred to in Section 2.03(e)(ii) and to purchase participating interests pursuant to Section 2.03(d)(i) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Lender or the Borrower may have against the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of an Unmatured Default or Default or the failure to satisfy any of the other conditions specified in Section 4.02, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower or any other Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

L/C Participations. (a) The applicable Each Issuing Lender Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the applicable each Issuing Lender Bank to issue Letters of Credit hereunder, each L/C Participant unconditionally and irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing LenderBank, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk, an undivided interest in such Issuing Bank’s obligations and rights under each Letter of Credit issued by such Issuing Bank hereunder in an amount equal to the product of such L/C Participant’s Revolving Credit Commitment Percentage in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and times the amount of each draft paid by such Issuing Lender Bank thereunder. Each L/C Participant unconditionally and irrevocably agrees with the applicable each Issuing Lender Bank that, if a draft is paid under any Letter of Credit issued by such Issuing Bank for which such Issuing Lender Bank is not reimbursed in full by the Borrower through a Revolving Credit Loan or otherwise Company in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender Bank upon demand at such Issuing LenderBank’s address for notices specified herein Issuing Office an amount equal to such L/C Participant’s Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. (b) Upon becoming aware of If any amount required to be paid by any L/C Participant to the applicable any Issuing Lender Bank pursuant to Section 3.4(asubsection 4.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender Bank under any Letter of Credit, such Issuing Lender shall notify the Administrative Agent and each L/C Participant of the amount and due date of such required payment and such L/C Participant shall pay Credit is not paid to such Issuing Lender the amount specified Bank on the applicable due date. If any such amount is paid to the applicable Issuing Lender after the date such payment is duedue from such L/C Participant, such L/C Participant shall pay to such Issuing Lender Bank on demand, in addition demand an amount equal to such amount, the product of (i) such amount, times (ii) (A) in the daily average case of any such payment obligation denominated in Dollars, the Federal Funds Effective Rate or (B) in the case of any such payment obligation denominated in an Available Foreign Currency, the rate customary in such Currency for settlement of similar inter-bank obligations, as determined quoted by the Administrative Agent such Issuing Bank, in each case during the period from and including the date such payment is due required to the date on which such payment is immediately available to such the Issuing LenderBank, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to subsection 4.4(a) is not made available to such Issuing Bank by such L/C Participant within three (3) Business Days after the date such payment is due, such Issuing 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. A certificate of the applicable an Issuing Lender Bank submitted to any L/C Participant with respect to any amounts owing under this Section subsection shall be presumed correct conclusive in the absence of manifest error. With respect to payment to the applicable Issuing Lender of the unreimbursed amounts described in this Section, if the L/C Participants receive notice that any such payment is due (A) prior to 2:00 p.m. on any Business Day, such payment shall be due that Business Day, and (B) after 2:00 p.m. on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at any time after the applicable an Issuing Lender Bank has made payment under any Letter of Credit and has received from any L/C Participant its Revolving Credit Commitment Percentage pro rata share of such payment in accordance with this Sectionsubsection 4.4(a), such the Issuing Lender Bank receives any payment related to such Letter of Credit (whether directly from the Borrower Company or otherwise), or any payment of interest on account thereof, such Issuing Lender Bank will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by such Issuing Lender Bank shall be required to be returned by such Issuing LenderBank, such L/C Participant shall return to such Issuing Lender Bank on demand the portion thereof previously distributed by the such Issuing Lender Bank to it. (d) Each L/C Participant’s obligation to purchase participating interests pursuant to subsection 4.4(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 LC Participant or the Company may have against any Issuing Bank, the Company 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; (iii) any adverse change in the condition (financial or otherwise) of the Company or any Subsidiary; (iv) any breach of this Agreement or any other Loan Document by the Company or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

L/C Participations. (ai) The applicable Each Issuing Lender Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the applicable each such Issuing Lender Bank to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the applicable Issuing LenderBank, without recourse or warranty, 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 Commitment Percentage (determined on the date of issuance of the relevant Letter of Credit) in such Issuing LenderBank’s obligations and rights under and in respect of each Letter of Credit issued hereunder and or continued hereunder, the amount of each draft paid by each such Issuing Lender thereunderBank thereunder and the obligations of the Loan Parties under this Agreement with respect thereto (although Letter of Credit fees and commissions shall be payable directly to the Administrative Agent for the account of the applicable Issuing Bank and L/C Participants, as provided in subsection 2.7(c), 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 the applicable such Issuing Lender Bank that, if a draft is paid under any Letter of Credit for which such Issuing Lender Bank is not reimbursed in full by the applicable Borrower through a Revolving in respect of such Letter of Credit Loan or otherwise in accordance with the terms of this Agreementsubsection 2.7(e)(i) (an “L/C Disbursement”), such L/C Participant shall pay to such the Administrative Agent for the account of the applicable Issuing Lender Bank upon demand at such Issuing Lender’s address for notices specified herein the Administrative Agent Office 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; provided that nothing in this paragraph shall relieve any Issuing Bank of any liability resulting from the gross negligence or willful misconduct of such Issuing Bank, or otherwise affect any defense or other right that any L/C Participant may have as a result of such gross negligence or willful misconduct. All calculations of the L/C Participants’ Revolving Commitment Percentages shall be made from time to time by the Administrative Agent, which calculations shall be conclusive absent manifest error. (bii) Upon becoming aware of If any amount required to be paid by any L/C Participant to the applicable Administrative Agent for the account of an Issuing Lender Bank on demand by such Issuing Bank pursuant to Section 3.4(asubsection 2.7(d)(i) in respect of any unreimbursed portion of any payment made by such Issuing Lender Bank under any Letter of Credit, such Issuing Lender shall notify the Administrative Agent and each L/C Participant of the amount and due date of such required payment and such L/C Participant shall pay to such Issuing Lender the amount specified on the applicable due date. If any such amount Credit is paid to the applicable Administrative Agent for the account of such Issuing Lender Bank within three 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 Bank on demand, in addition demand an amount equal to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds NYFRB Rate as determined by the Administrative Agent during the period from and including the date such payment is due required to the date on which such payment is immediately available to the Administrative Agent for the account of 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 subsection 2.7(d)(i) is not in fact made available to the Administrative Agent for the account of such Issuing Bank by such L/C Participant within three Business Days after the date such payment is due, such Issuing 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 Revolving Loans maintained as ABR Loans hereunder. A certificate of the applicable an Issuing Lender Bank 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 presumed correct conclusive in the absence of manifest error. With respect to payment to the applicable Issuing Lender of the unreimbursed amounts described in this Section, if the L/C Participants receive notice that any such payment is due (A) prior to 2:00 p.m. on any Business Day, such payment shall be due that Business Day, and (B) after 2:00 p.m. on any Business Day, such payment shall be due on the following Business Day. (ciii) Whenever, at any time after the applicable an Issuing Lender Bank has made payment under any Letter of Credit and has received through the Administrative Agent from any L/C Participant its Revolving Credit Commitment Percentage pro rata share of such payment in accordance with this Sectionsubsection 2.7(d)(i), such Issuing Lender Bank receives through the Administrative Agent any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of Collateral applied thereto by the Administrative Agent or by such Issuing Bank), or any payment of interest on account thereof, the Administrative Agent will, if such Issuing Lender will payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to such L/C Participant its pro rata share thereofthereof prior to the end of such Business Day and otherwise the Administrative Agent will distribute such payment on the next succeeding Business Day; provided, however, that in the event that any such payment received by such an Issuing Lender Bank through the Administrative Agent shall be required to be returned by such Issuing LenderBank, such L/C Participant shall return to such Issuing Lender Bank through the Administrative Agent the portion thereof previously distributed by the Issuing Lender Administrative Agent to it.

L/C Participations. (a) The applicable Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the applicable each Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such 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 Commitment Percentage in such each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the applicable 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 through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. (b) Upon becoming aware of any amount required to be paid by any L/C Participant to the applicable 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 CreditCredit issued by it, such Issuing Lender shall notify the Administrative Agent of such unreimbursed amount and the Administrative Agent shall notify each L/C Participant (with a copy to the applicable Issuing Lender) of the amount and due date of such required payment and such L/C Participant shall pay to the Administrative Agent (which, in turn shall pay such Issuing Lender Lender) the amount specified on the applicable due date. If any such amount is paid to the applicable such Issuing Lender after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand, in addition to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Rate as determined by the Administrative Agent during the period from and including the date such payment is due 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. A certificate of the applicable such Issuing Lender with respect to any amounts owing under this Section shall be presumed correct conclusive in the absence of manifest error. With respect to payment to the applicable such Issuing Lender of the unreimbursed amounts described in this Section, if the L/C Participants receive notice that any such payment is due (A) prior to 2:00 1:00 p.m. on any Business Day, such payment shall be due that Business Day, and (B) after 2:00 1:00 p.m. on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at any time after the applicable any Issuing Lender has made payment under any Letter of Credit issued by it and has received from any L/C Participant its Revolving Credit Commitment Percentage of such payment in accordance with this Section, such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower US Borrowers or otherwise), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; 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 such Issuing Lender the portion thereof previously distributed by the such Issuing Lender to it.

L/C Participations. (a) The applicable Each Issuing Lender Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the applicable Issuing Lender Bank to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing LenderBank, on the terms and conditions hereinafter stated, for such L/C Participant’s 's own account and risk, an undivided interest equal to such L/C Participant’s Revolving Credit 's Commitment Percentage in such Issuing Lender’s Bank's obligations and rights under and in respect of each Letter of Credit issued by such Issuing Bank hereunder and the amount of each draft paid by such Issuing Lender Bank thereunder. Each L/C Participant unconditionally and irrevocably agrees with the applicable each Issuing Lender Bank that, if a draft is paid under any Letter of Credit issued by such Issuing Bank for which the Specified Borrower which is the account party under such Letter of Credit has not reimbursed such Issuing Lender is not reimbursed in Bank to the full extent required by the Borrower through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender Bank upon demand at such Issuing Lender’s address for notices specified herein Bank's Issuing Office an amount equal to such L/C Participant’s Revolving Credit 's Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. (b) Upon becoming aware of If any amount required to be paid by any L/C Participant to the applicable any Issuing Lender Bank pursuant to Section 3.4(asubsection 5.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender Bank under any Letter of Credit, such Issuing Lender shall notify the Administrative Agent and each L/C Participant of the amount and due date of such required payment and such L/C Participant shall pay Credit is not paid to such Issuing Lender the amount specified Bank on the applicable due date. If any such amount is paid to the applicable Issuing Lender after the date such payment is duedue from such L/C Participant, such L/C Participant shall pay to such Issuing Lender Bank on demand, in addition demand an amount equal to such amount, the product of (i) such amount, times (ii) (A) in the case of any such payment obligation denominated in Dollars, the daily average Federal Funds Rate funds rate, as determined quoted by such Issuing Bank, or (B) in the Administrative Agent case of any such payment obligation denominated in an Available Foreign Currency, the rate customary in such Currency for settlement of similar inter-bank obligations, as quoted by such Issuing Bank, in each case during the period from and including the date such payment is due required to the date on which such payment is immediately available to such the Issuing LenderBank, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. A certificate of the applicable an Issuing Lender Bank submitted to any L/C Participant with respect to any amounts owing under this Section subsection shall be presumed correct conclusive in the absence of manifest error. With respect to payment to the applicable Issuing Lender of the unreimbursed amounts described in this Section, if the L/C Participants receive notice that any such payment is due (A) prior to 2:00 p.m. on any Business Day, such payment shall be due that Business Day, and (B) after 2:00 p.m. on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at any time after the applicable an Issuing Lender Bank has made payment under any Letter of Credit and has received from any L/C Participant its Revolving Credit Commitment Percentage pro rata share of such payment in accordance with this Section, such subsection 5.4 (a) the Issuing Lender Bank receives any payment related to such Letter of Credit (whether directly from the Borrower account party or otherwise, including by way of set-off or proceeds of collateral applied thereto by such Issuing Bank), or any payment of interest on account thereof, such Issuing Lender Bank will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by such Issuing Lender Bank shall be required to be returned by such the Issuing LenderBank, such L/C Participant shall return to such Issuing Lender Bank the portion thereof previously distributed by the such Issuing Lender Bank to it.

L/C Participations. (a) The applicable Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the applicable Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees (subject to clause (a) of the proviso to the initial sentence of Section 2.1 hereof) to accept and purchase and hereby accepts and purchases from such the 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 the Dollar Equivalent of such L/C Participant’s 's Revolving Credit Commitment Percentage in such the Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the applicable Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall (subject to clause (a) of the proviso to the initial sentence of Section 2.1 hereof) pay to such the Issuing Lender upon demand at such the Issuing Lender’s 's address for notices specified herein an amount equal to the Dollar Equivalent of such L/C Participant’s 's Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. (b) Upon becoming aware of any amount required to be paid by any L/C Participant to the applicable 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, such the Issuing Lender shall notify the Administrative Agent and each L/C Participant by telecopier (or by telephone promptly confirmed by telecopier) of the amount and due date (which shall not be less than one (1) Business Day after the giving of such notice) of such required payment and such L/C Participant shall pay to such the Issuing Lender the amount specified on the applicable due date. If any such amount is paid to the applicable Issuing Lender after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand, in addition to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Rate as determined by the Administrative Agent during the period from and including the date such payment is due to the date on which such payment is immediately available to such the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. A certificate of the applicable Issuing Lender with respect to any amounts owing under this Section 3.4(b) shall be presumed correct conclusive in the absence of manifest error. With respect to payment to the applicable Issuing Lender of the unreimbursed amounts described in this SectionSection 3.4(b), if the L/C Participants receive notice that any such payment is due (A) prior to 2:00 1:00 p.m. (Charlotte time) on any Business Day, such payment shall be due that Business Day, and (B) after 2:00 1:00 p.m. (Charlotte time) on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at any time after the applicable Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its Revolving Credit Commitment Percentage of such payment in accordance with this SectionSection 3.4, such the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise), or any payment of interest on account thereof, such the Issuing Lender will promptly distribute to such L/C Participant its pro rata share thereof; provided, 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 such the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

L/C Participations. (ai) The applicable In the case of Letters of Credit issued by an Issuing Lender which is a Lender, such Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the applicable such Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant’s 's own account and risk, risk an undivided interest equal to such L/C Participant’s 's Revolving Credit Commitment Percentage in such Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the applicable each such Issuing Lender that, if a draft is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s 's Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. (ii) In the case of Letters of Credit issued by an Issuing Lender which is not a Lender, the Administrative Agent irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Administrative Agent to cause such Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Administrative Agent, on the terms and conditions hereinafter stated, for such L/C Participant's own account and risk an undivided interest equal to such L/C Participant's Revolving Credit Percentage in the Administrative Agent's obligations and rights under each such Letter of Credit issued hereunder and the amount of each payment made by the Administrative Agent in respect of any draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Administrative Agent that, if the Administrative Agent makes a payment in respect of a draft paid under any such Letter of Credit for which the Administrative Agent is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent upon demand at the Administrative Agent's address for notices specified herein an amount equal to such L/C Participant's Revolving Credit Percentage of the amount of such payment, or any part thereof, which is not so reimbursed. (b) Upon becoming aware of If any amount required to be paid by any L/C Participant to the applicable Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such the relevant Issuing Lender or the Administrative Agent, as the case may be, under any Letter of Credit, such Issuing Lender shall notify the Administrative Agent and each L/C Participant of the amount and due date of such required payment and such L/C Participant shall pay to such Issuing Lender the amount specified on the applicable due date. If any such amount Credit is paid to the applicable relevant Issuing Lender or the Administrative Agent, as the case may be, within three Business Days after the date such payment is duedue (provided that demand for payment is received prior to 2:00 P.M., New York City time), such L/C Participant shall pay to such the relevant Issuing Lender or the Administrative Agent, as the case may be, on demand, in addition demand an amount equal to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate as determined by the Administrative Agent during the period from and including the date such payment is due 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 or the Administrative Agent, as the case may be, by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender or the Administrative Agent, as the case may be, shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Base Rate Loans under the Revolving Credit Facility. A certificate of the applicable relevant Issuing Lender or the Administrative Agent submitted to any L/C Participant with respect to any amounts owing under this Section shall be presumed correct in the absence of manifest error. With respect to payment to the applicable Issuing Lender of the unreimbursed amounts described in this Section, if the L/C Participants receive notice that any such payment is due (A) prior to 2:00 p.m. on any Business Day, such payment shall be due that Business Day, and (B) after 2:00 p.m. on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at any time after the applicable an Issuing Lender or the Administrative Agent has made payment under or in respect of any Letter of Credit and has received from any L/C Participant its Revolving Credit Commitment Percentage pro rata share of such payment in accordance with this SectionSection 3.4(a), such Issuing Lender or the Administrative Agent receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the relevant Issuing Lender or the Administrative Agent, as the case may be), or any payment of interest on account thereof, such Issuing Lender or the Administrative Agent, as the case may be, will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by such Issuing Lender or the Administrative Agent shall be required to be returned by such Issuing LenderLender or the Administrative Agent, as the case may be, such L/C Participant shall return to such Issuing Lender or the Administrative Agent, as the case may be, the portion thereof previously distributed by the such Issuing Lender or the Administrative Agent, as the case may be, to it.

L/C Participations. (a) The applicable Issuing Lender irrevocably agrees to grant and hereby grants to each L/C ParticipantParticipant under the applicable Facility, and, to induce the applicable Issuing Lender to issue Letters of Credit hereunder, each L/C Participant under the applicable Facility irrevocably agrees to accept and purchase and hereby accepts and purchases from such the 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 Commitment Percentage (in the case of Revolving Letters of Credit) or such L/C Participant's Tranche B-1 Percentage (in the case of Tranche B-1 Letters of Credit) in the Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued hereunder under a Facility and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant under a Facility unconditionally and irrevocably agrees with the applicable Issuing Lender that, if a draft is paid under any Letter of Credit issued under such Facility for which such the Issuing Lender is not reimbursed in full by the Borrower through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, Agreement (i) such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s 's Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, that is not so reimbursed, in the case of Revolving Letters of Credit and (ii) such L/C Participant hereby irrevocably authorizes the Administrative Agent to make available to such Issuing Lender upon demand at the Issuing Lender's address for notices specified herein such L/C Participant's Tranche B-1 Percentage of the amount of such draft, or any part thereof, that is not so reimbursed from amounts on deposit in such Tranche B-1 Lender's Tranche B-1 Credit Linked Account (whether or not the conditions to borrowing set forth in Section 5.2 are satisfied). (b) Upon becoming aware of If any amount required to be paid by any L/C Participant to the applicable 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 Revolving Letter of Credit, such Issuing Lender shall notify the Administrative Agent and each L/C Participant of the amount and due date of such required payment and such L/C Participant shall pay to such Issuing Lender the amount specified on the applicable due date. If any such amount Credit is paid to the applicable Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand, in addition demand an amount equal to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate as determined by the Administrative Agent during the period from and including the date such payment is due 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 Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Facility. A certificate of the applicable Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be presumed correct conclusive in the absence of manifest error. With respect to payment to the applicable Issuing Lender of the unreimbursed amounts described in this Section, if the L/C Participants receive notice that any such payment is due (A) prior to 2:00 p.m. on any Business Day, such payment shall be due that Business Day, and (B) after 2:00 p.m. on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at any time after the applicable Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its Revolving Credit Commitment Percentage pro rata share of such payment in accordance with this SectionSection 3.4(a), such the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, such the Issuing Lender will (i) if such payment is with respect to a Revolving Letter of Credit, distribute to such L/C Participant its pro rata share thereofthereof and (ii) if such payment is with respect to a Tranche B-1 Letter of Credit, return to each Tranche B-1 Lender its pro rata share thereof by deposit into its Tranche B-1 Credit Linked Account; provided, however, that in the event that any such payment received by such the Issuing Lender shall be required to be returned by such the Issuing Lender, (A) if such Letter of Credit is a Revolving Letter of Credit, such L/C Participant shall return to such the Issuing Lender the portion thereof previously distributed by the Issuing Lender to itit and (B) if such Letter of Credit is a Tranche B-1 Letter of Credit, the Tranche B-1 Lenders hereby irrevocably authorize the Administrative Agent to make available to such Issuing Lender the portion thereof previously distributed to the Issuing Lender from amounts on deposit in such Tranche B-1 Lender's Tranche B-1 Credit Linked Account.

L/C Participations. (a) The applicable Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the applicable such Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant’s 's own account and risk, risk an undivided interest equal to such L/C Participant’s Revolving Credit 's Commitment Percentage in such Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the applicable 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 through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein 's Lending Office an amount equal to such L/C Participant’s Revolving Credit 's Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. (b) Upon becoming aware of any amount required to be paid by any L/C Participant to the applicable 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 CreditCredit issued by it, such Issuing Lender shall notify the Administrative Agent and each L/C Participant of the amount and due date of such required payment and such L/C Participant shall pay to such Issuing Lender the amount specified on the applicable due date. If any such amount is paid to the applicable such Issuing Lender after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand, in addition to such amount, the product of (i) such amount, times multiplied by (ii) the daily average Federal Funds Rate as determined by the Administrative Agent during the period from and including the date such payment is due to the date on which such payment is immediately available to such Issuing Lender, times multiplied by (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. A certificate of the applicable Issuing Lender with respect to any amounts owing under this Section shall be presumed correct in the absence of manifest error. With respect to payment to the applicable Issuing Lender of the unreimbursed amounts described in this Section, if the L/C Participants receive notice that any such payment is due (A) prior to 2:00 p.m. on any Business Day, such payment shall be due that Business Day, and (B) after 2:00 p.m. on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at any time after the applicable Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its Revolving Credit Commitment Percentage of such payment in accordance with this Section, such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; 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 such Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

L/C Participations. (a) The applicable Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the applicable each Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from 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 such L/C Participant’s Revolving Credit Commitment Percentage in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the applicable such Issuing Lender that, if a draft is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount in Dollars equal to the Dollar Amount of such L/C Participant’s Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. (b) Upon becoming aware of any amount required to be paid by any L/C Participant to the applicable 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, such Issuing Lender shall notify the Administrative Agent and each L/C Participant of the amount and due date of such required payment and such L/C Participant shall pay to such Issuing Lender the amount specified on the applicable due datedate (which amount shall be payable in Dollars in the applicable amount determined in accordance with Section 3.4(a)). If any such amount is paid to the applicable such Issuing Lender after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demandLender, in addition to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Rate as determined by the Administrative Agent during the period from and including the date such payment is due 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. A certificate of the applicable such Issuing Lender with respect to any amounts owing under this Section shall be presumed correct conclusive in the absence of manifest error. With respect to payment to the applicable such Issuing Lender of the unreimbursed amounts described in this Section, if the L/C Participants receive notice that any such payment is due (A) prior to 2:00 1:00 p.m. on any Business Day, such payment shall be due that Business Day, and (B) after 2:00 1:00 p.m. on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at any time after the applicable any Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its Revolving Credit Commitment Percentage of such payment in accordance with this Section, such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the a Borrower or otherwise), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; 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 such Issuing Lender the portion thereof previously distributed by the such Issuing Lender to it. (d) All payments made by any L/C Participant under this Section shall be made in Dollars (based upon the Dollar Amount of the applicable payment); provided that the Borrower shall be liable for any currency exchange loss pursuant to the terms of Section 4.10(d).

L/C Participations. (a) The applicable Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the applicable such Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk, risk an undivided interest equal to such L/C Participant’s Revolving Credit Commitment Percentage in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the applicable each Issuing Lender that, if a draft is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount in Dollars equal to such L/C Participant’s Revolving Credit Commitment Percentage of the amount Dollar Amount of such draft, or any part thereof, that which is not so reimbursed, such payment to be made by the making of a Base Rate Loan in Dollars pursuant to Section 3.5(c) below. (b) Upon becoming aware of any amount required to be paid by any L/C Participant to the applicable 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, such Issuing Lender shall notify the Administrative Agent and shall notify each L/C Participant of the amount and due date of such required payment and such L/C Participant shall pay to such Issuing Lender the amount specified on the applicable due date. If any such amount is paid to the applicable such Issuing Lender after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand, in addition to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Rate as determined by the Administrative Agent during the period from and including the date such payment is due 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. A certificate of the applicable any Issuing Lender with respect to any amounts owing under this Section 3.4(b) shall be presumed correct conclusive in the absence of manifest error. With respect to payment to the applicable any Issuing Lender of the unreimbursed amounts described in this SectionSection 3.4(b), if the L/C Participants receive notice that any such payment is due (A) prior to 2:00 1:00 p.m. (Charlotte time) on any Business Day, such payment shall be due that Business Day, and (B) after 2:00 1:00 p.m. (Charlotte time) on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at any time after the applicable any Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its Revolving Credit Commitment Percentage of such payment in accordance with this SectionSection 3.4, such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise), or any payment of interest on account thereof), such Issuing Lender will distribute to such L/C Participant its pro rata share thereofthereof in accordance with such L/C Participant’s Revolving Credit Commitment Percentage; 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 such Issuing Lender the portion thereof previously distributed by the such Issuing Lender to it.

L/C Participations. (a) The applicable Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the applicable Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, without recourse or warranty, 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 Commitment Percentage (determined on the date of issuance of the relevant Letter of Credit) in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and or continued hereunder, the amount of each draft paid by such the Issuing Lender thereunderthereunder and the obligations of the Parent Borrower under this Agreement with respect thereto (although Letter of Credit fees and commissions shall be payable directly to the Administrative Agent for the account of the 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 the applicable Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Parent Borrower through a Revolving in respect of such Letter of Credit Loan or otherwise in accordance with the terms of this Agreementsubsection 3.5(a), such L/C Participant shall pay to such the Issuing Lender 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 such 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; 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, or otherwise affect any defense or other right that any L/C Participant may have as a result of such gross negligence or willful misconduct. All calculations of the L/C Participants’ Revolving Credit Commitment Percentages shall be made from time to time by the Administrative Agent, which calculations shall be conclusive absent manifest error. (b) Upon becoming aware of If any amount required to be paid by any L/C Participant to the applicable 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, such Issuing Lender shall notify the Administrative Agent and each L/C Participant of the amount and due date of such required payment and such L/C Participant shall pay to such Issuing Lender the amount specified on the applicable due date. If any such amount Credit is paid to the applicable Issuing Lender within three Business Days after the date such payment demand is duemade, such L/C Participant shall pay to such the Issuing Lender on demand, in addition demand an amount equal to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate as determined by the Administrative Agent during the period from and including the date such payment is due 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 subsection 3.4(a) is not in fact made available to the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon (with interest based on the Dollar Equivalent of any amounts denominated in Designated Foreign Currencies) calculated from such due date at the rate per annum applicable to Revolving Credit Loans maintained as ABR Loans hereunder. A certificate of the applicable 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 presumed correct conclusive in the absence of manifest error. With respect to payment to the applicable Issuing Lender of the unreimbursed amounts described in this Section, if the L/C Participants receive notice that any such payment is due (A) prior to 2:00 p.m. on any Business Day, such payment shall be due that Business Day, and (B) after 2:00 p.m. on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at any time after the applicable Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its Revolving Credit Commitment Percentage pro rata share of such payment in accordance with this Sectionsubsection 3.4(a), such the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Parent Borrower in respect of such Letter of Credit or otherwise, including proceeds of Collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, such the Issuing Lender will will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to such L/C Participant its pro rata share thereofthereof prior to the end of such Business Day and otherwise the Issuing Lender will distribute such payment on the next succeeding Business Day; provided, however, that in the event that any such payment received by such the Issuing Lender shall be required to be returned by such the Issuing Lender, such L/C Participant shall return to such the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

L/C Participations. (a) The applicable Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the applicable Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the 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 Credit 's Commitment Percentage in such the Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the applicable Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit 's Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. (b) Upon becoming aware of any amount required to be paid by any L/C Participant to the applicable Issuing Lender pursuant to Section 3.4(a2A.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit, such the Issuing Lender shall notify the Administrative Agent and each L/C Participant of the amount and due date of such required payment and such L/C Participant shall pay to such the Issuing Lender the amount specified on the applicable due date. If any such amount is paid to the applicable Issuing Lender after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand, in addition to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Rate as determined by the Administrative Agent during the period from and including the date such payment is due to the date on which such payment is immediately available to such the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. A certificate of the applicable Issuing Lender with respect to any amounts owing under this Section shall be presumed correct conclusive in the absence of manifest error. With respect to payment to the applicable Issuing Lender of the unreimbursed amounts described in this SectionSection 2A.4(b), if the L/C Participants receive notice that any such payment is due (A) prior to 2:00 1:00 p.m. (Charlotte time) on any Business Day, such payment shall be due that Business Day, and (B) after 2:00 1:00 p.m. (Charlotte time) on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at any time after the applicable Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its Revolving Credit Commitment Percentage of such payment in accordance with this SectionSection 2A.4, such the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise), or any payment of interest on account thereof, such the Issuing Lender will promptly distribute to such L/C Participant its pro rata share thereof; provided, 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 such the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

L/C Participations. (a) The applicable Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the applicable each Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such 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 Commitment Percentage in such each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the applicable each Issuing Lender that, if a draft is paid under any Letter of Credit by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Borrower through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. (b) Upon becoming aware of If any amount required to be paid by any L/C Participant to the applicable an Issuing Lender pursuant to Section 3.4(a2.22(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit, such Issuing Lender shall notify the Administrative Agent and each L/C Participant of the amount and due date of such required payment and such L/C Participant shall pay Credit is paid to such Issuing Lender the amount specified on the applicable due date. If any such amount is paid to the applicable Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand, in addition demand an amount equal to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate as determined by the Administrative Agent during the period from and including the date such payment is due 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 2.22(a) is not made available to such Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Base Rate Loans. A certificate of the applicable such Issuing Lender submitted to any L/C Participant with respect to any such amounts owing under this Section shall be presumed correct conclusive in the absence of manifest error. With respect to payment to the applicable Issuing Lender of the unreimbursed amounts described in this Section, if the L/C Participants receive notice that any such payment is due (A) prior to 2:00 p.m. on any Business Day, such payment shall be due that Business Day, and (B) after 2:00 p.m. on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at any time after the applicable an Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its Revolving Credit Commitment Percentage pro rata share of such payment in accordance with this SectionSection 2.22(a), such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by the such Issuing Lender to it. (d) Each Lender’s obligation to purchase, pursuant to Section 2.22(a), such Lender’s Revolving Credit Percentage in each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by such Issuing Lender hereunder shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such Lender or the Borrower may have against such 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 4; (iii) any adverse change in the condition (financial or otherwise) of the Borrower or any other Loan Party; (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

L/C Participations. (a) The applicable Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the applicable such Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk, risk an undivided interest equal to such L/C Participant’s Revolving Credit Commitment Percentage in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the applicable each Issuing Lender that, if a draft is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount in Dollars equal to such L/C Participant’s Revolving Credit Commitment Percentage of the amount Dollar Amount of such draft, or any part thereof, that which is not so reimbursed. (b) Upon becoming aware of any amount required to be paid by any L/C Participant to the applicable 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, such Issuing Lender shall notify the Administrative Agent and shall notify each L/C Participant of the amount and due date of such required payment and such L/C Participant shall pay to such Issuing Lender the amount specified on the applicable due date. If any such amount is paid to the applicable such Issuing Lender after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand, in addition to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Rate as determined by the Administrative Agent during the period from and including the date such payment is due 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. A certificate of the applicable any Issuing Lender with respect to any amounts owing under this Section 3.4(b) shall be presumed correct conclusive in the absence of manifest error. With respect to payment to the applicable any Issuing Lender of the unreimbursed amounts described in this SectionSection 3.4(b), if the L/C Participants receive notice that any such payment is due (A) prior to 2:00 1:00 p.m. (Charlotte time) on any Business Day, such payment shall be due that Business Day, and (B) after 2:00 1:00 p.m. (Charlotte time) on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at any time after the applicable any Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its Revolving Credit Commitment Percentage of such payment in accordance with this SectionSection 3.4, such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise), or any payment of interest on account thereof), such Issuing Lender will distribute to such L/C Participant its pro rata share thereofthereof in accordance with such L/C Participant’s Revolving Credit Commitment Percentage; 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 such Issuing Lender the portion thereof previously distributed by the such Issuing Lender to it.

L/C Participations. (a) The applicable Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the applicable Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such 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 Credit Commitment Percentage in such 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 the applicable Issuing Lender that, if a draft is paid under any Letter of Credit issued by the Issuing Lender for which such the Issuing Lender is not reimbursed in full by the Borrower through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. (b) Upon becoming aware of any amount required to be paid by any L/C Participant to the applicable 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, such Issuing Lender shall notify the Administrative Agent and each L/C Participant of the amount and due date of such required payment and such L/C Participant shall pay to such Issuing Lender the amount specified on the applicable due date. If any such amount is paid to the applicable Issuing Lender after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand, in addition to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Rate as determined by the Administrative Agent during the period from and including the date such payment is due 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. A certificate of the applicable Issuing Lender with respect to any amounts owing under this Section shall be presumed correct in the absence of manifest error. With respect to payment to the applicable Issuing Lender of the unreimbursed amounts described in this Section, if the L/C Participants receive notice that any such payment is due (A) prior to 2:00 p.m. on any Business Day, such payment shall be due that Business Day, and (B) after 2:00 p.m. on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at any time after the applicable Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its Revolving Credit Commitment Percentage of such payment in accordance with this Section, such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; 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 such Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

L/C Participations. (a) The applicable Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the applicable Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such 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 Credit Commitment Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the applicable Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower through a Revolving Credit Loan or otherwise Borrowers in accordance with the terms of this Agreement, such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. (b) Upon becoming aware of any amount required to be paid by any L/C Participant to the applicable Issuing Lender pursuant to Section 3.4(a3.7(a) hereof in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit, such the Issuing Lender shall notify the Administrative Agent and each L/C Participant of the amount and due date of such required payment and such L/C Participant shall pay to such the Issuing Lender the amount specified on the applicable due date. If any such amount is paid to the applicable Issuing Lender after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand, in addition to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Rate as determined by the Administrative Agent during the period from and including the date such payment is due to the date on which such payment is immediately available to such the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. A certificate of the applicable Issuing Lender with respect to any amounts owing under this Section 3.7(b) shall be presumed correct conclusive in the absence of manifest error. With respect to payment to the applicable Issuing Lender of the unreimbursed amounts described in this SectionSection 3.7(b), if the L/C Participants receive notice that any such payment is due (A) prior to 2:00 p.m. 1:00 p.m.(Philadelphia time) on any Business Day, such payment shall be due that Business Day, and (B) after 2:00 p.m. 1:00 p.m.(Philadelphia time) on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at any time after the applicable Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its Revolving Credit Commitment Percentage of such payment in accordance with this SectionSection 3.7, such the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower Borrowers or otherwise), or any payment of interest on account thereof, such the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, 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 such the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

L/C Participations. (a) The applicable Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the applicable each Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from 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 such L/C Participant’s Revolving Credit Commitment Percentage in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the applicable each Issuing Lender that, if a draft is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to the amount of such L/C Participant’s Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. (b) Upon becoming aware of any amount required to be paid by any L/C Participant to the applicable 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, such Issuing Lender shall notify the Administrative Agent and each L/C Participant of the amount and due date of such required payment and such L/C Participant shall pay to such Issuing Lender the amount specified on the applicable due date. If any such amount is paid to the applicable such Issuing Lender after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demandLender, in addition to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Rate as determined by the Administrative Agent during the period from and including the date such payment is due 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. A certificate of the applicable such Issuing Lender with respect to any amounts owing under this Section shall be presumed correct conclusive in the absence of manifest error. With respect to payment to the applicable such Issuing Lender of the unreimbursed amounts described in this Section, if the L/C Participants receive notice that any such payment is due (A) prior to 2:00 1:00 p.m. on any Business Day, such payment shall be due that Business Day, and (B) after 2:00 1:00 p.m. on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at any time after the applicable any Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its Revolving Credit Commitment Percentage of such payment in accordance with this Section, such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; 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 such Issuing Lender the portion thereof previously distributed by the such Issuing Lender to it.

L/C Participations. (ai) The applicable Issuing Lender irrevocably agrees to grant and hereby grants to each L/C ParticipantRevolving Lender, and, to induce the applicable Issuing Lender to issue Letters of Credit hereunder, each L/C Participant Revolving Lender irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions hereinafter stated, for such L/C ParticipantRevolving Lender’s own account and risk, an undivided interest equal to such L/C Participant’s Revolving Credit Commitment Percentage in such its Ratable Share of the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant Revolving Lender unconditionally and irrevocably agrees with the applicable Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower through a Revolving Credit Loan or otherwise Company in accordance with the terms of this Agreement, such L/C Participant Revolving Lender shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount equal to such L/C ParticipantRevolving Lender’s Revolving Credit Commitment Percentage Ratable Share of the amount of such draft, or any part thereof, that which is not so reimbursed. (bii) Upon becoming aware of any amount required to be paid by any L/C Participant Lender to the applicable Issuing Lender pursuant to this Section 3.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit, such Issuing Lender shall notify the Administrative Agent and shall notify each L/C Participant Revolving Lender of the amount and due date of such required payment and such L/C Participant Lender shall pay to such the Issuing Lender the amount specified on the applicable due date. If any such amount is paid to the applicable Issuing Lender after the date such payment is due, such L/C Participant Lender shall pay to such the Issuing Lender on demand, in addition to such amount, the product of (iA) such amount, times multiplied by (iiB) the daily average Federal Funds Rate as determined Overnight Rate, multiplied by the Administrative Agent during the period from and including the date such payment is due 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. A certificate of the applicable Issuing Lender with respect to any amounts owing under this Section shall be presumed correct conclusive in the absence of manifest error. With respect to payment to the applicable Issuing Lender of the unreimbursed amounts described in this Section, if the L/C Participants relevant Lenders receive notice that any such payment is due (A) prior to 2:00 p.m. 1:00 P.M. (Charlotte, North Carolina time) on any Business Day, such payment shall be due that Business Day, and (B) after 2:00 p.m. 1:00 P.M. (Charlotte, North Carolina time) on any Business Day, such payment shall be due on the following Business Day. (ciii) Whenever, at any time after the applicable Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its Revolving Credit Commitment Percentage Lender the Ratable Share of such payment in accordance with this Section, such the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower Company or otherwise), or any payment of interest on account thereof), such the Issuing Lender will distribute to such L/C Participant Lender its pro rata share thereofRatable Share; provided, 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 Lender shall return to such the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

L/C Participations. (a) The applicable Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the applicable each Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from 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 such L/C Participant’s Revolving Credit Commitment Percentage in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the applicable such Issuing Lender that, if a draft is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the U.S. Borrower through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to the Dollar Amount of such L/C Participant’s Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. (b) Upon becoming aware of any amount required to be paid by any L/C Participant to the applicable 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, such Issuing Lender shall notify the Administrative Agent and each L/C Participant of the amount and due date of such required payment and such L/C Participant shall pay to such Issuing Lender the amount specified on the applicable due datedate (which amount shall be payable in Dollars in the applicable amount determined in accordance with Section 3.4(a)). If any such amount is paid to the applicable such Issuing Lender after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demandLender, in addition to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Rate as determined by the Administrative Agent during the period from and including the date such payment is due 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. A certificate of the applicable such Issuing Lender with respect to any amounts owing under this Section shall be presumed correct conclusive in the absence of manifest error. With respect to payment to the applicable such Issuing Lender of the unreimbursed amounts described in this Section, if the L/C Participants receive notice that any such payment is due (A) prior to 2:00 1:00 p.m. on any Business Day, such payment shall be due that Business Day, and (B) after 2:00 1:00 p.m. on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at any time after the applicable any Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its Revolving Credit Commitment Percentage of such payment in accordance with this Section, such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the a Borrower or otherwise), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; 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 such Issuing Lender the portion thereof previously distributed by the such Issuing Lender to it. (d) All payments made by any L/C Participant under this Section shall be made in Dollars (based upon the Dollar Amount of the applicable payment); provided that the U.S. Borrower shall be liable for any currency exchange loss pursuant to the terms of Section 4.10(d).

L/C Participations. (ai) The applicable Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the applicable each Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such 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 Commitment Percentage in such each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the applicable 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 through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. (bii) Upon becoming aware of any amount required to be paid by any L/C Participant to the applicable 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 CreditCredit issued by it, such Issuing Lender shall notify the Administrative Agent of such unreimbursed amount and the Administrative Agent shall notify each L/C Participant (with a copy to the applicable Issuing Lender) of the amount and due date of such required payment and such L/C Participant shall pay to the Administrative Agent (which, in turn shall pay such Issuing Lender Lender) the amount specified on the applicable due date. If any such amount is paid to the applicable such Issuing Lender after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand, in addition to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Rate as determined by the Administrative Agent during the period from and including the date such payment is due 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. A certificate of the applicable such Issuing Lender with respect to any amounts owing under this Section shall be presumed correct conclusive in the absence of manifest error. With respect to payment to the applicable such Issuing Lender of the unreimbursed amounts described in this Section, if the L/C Participants receive notice that any such payment is due (A) prior to 2:00 1:00 p.m. on any Business Day, such payment shall be due that Business Day, and (B) after 2:00 1:00 p.m. on any Business Day, such payment shall be due on the following Business Day. (ciii) Whenever, at any time after the applicable any Issuing Lender has made payment under any Letter of Credit issued by it and has received from any L/C Participant its Revolving Credit Commitment Percentage of such payment in accordance with this Section, such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower US Borrowers or otherwise), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; 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 such Issuing Lender the portion thereof previously distributed by the such Issuing Lender to it.

L/C Participations. (ai) The applicable Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the applicable each Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such 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 Commitment Percentage Pro Rata Share in such each Issuing Lender▇▇▇▇▇▇’s obligations and rights under and in respect of each Letter of Credit issued by it hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the applicable 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 through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an the amount equal to such L/C Participant’s Revolving Credit Commitment Percentage Pro Rata Share of the amount of such draft, or any part thereof, that which is not so reimbursed. (bii) Upon becoming aware of any amount required to be paid by any L/C Participant to the applicable any Issuing Lender pursuant to Section 3.4(a2.03(e)(i) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of CreditCredit issued by it, such Issuing Lender shall notify the Administrative Agent of such unreimbursed amount, and the Administrative Agent shall notify each L/C Participant (with a copy to the applicable Issuing Lender) of the amount and due date of such required payment and such L/C Participant shall pay to the Administrative Agent (which, in turn, shall pay such Issuing Lender Lender) the amount specified on the applicable due date. If any such amount is paid to the applicable such Issuing Lender after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand, in addition to such amount, the product of (i) such amount, amount times (ii) the daily average Federal Funds Overnight Rate as determined by the Administrative Agent during the period from and including the date such payment is due to the date on which such payment is immediately available to such Issuing Lender, Lender times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. A certificate of the applicable such Issuing Lender with respect to any amounts owing under this Section 2.03 shall be presumed correct conclusive in the absence of manifest error. With respect to payment to the applicable such Issuing Lender of the unreimbursed amounts described in this SectionSection 2.03, if the L/C Participants receive notice that any such payment is due (A) prior to 2:00 1:00 p.m. (New York time) on any Business Day, such payment shall be due that Business Day, and (B) after 2:00 1:00 p.m. (New York time) on any Business Day, such payment shall be due on the following Business Day. (ciii) Whenever, at any time after the applicable any Issuing Lender has made payment under any Letter of Credit issued by it and has received from any L/C Participant its Revolving Credit Commitment Percentage Pro Rata Share of such payment in accordance with this SectionSection 2.03, such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; providedprovided that, 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 such Issuing Lender the portion thereof previously distributed by the such Issuing Lender to it. (iv) Each L/C Participant’s obligation to make the payments referred to in Section 2.03(e)(ii) and to purchase participating interests pursuant to Section 2.03(d)(i) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Lender or the Borrower may have against the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of an Unmatured Default or Default or the failure to satisfy any of the other conditions specified in Section 4.02, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower or any other Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

L/C Participations. (a) The applicable Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the applicable each Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such 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 Commitment Percentage in such each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the applicable 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 through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. (b) Upon becoming aware of any amount required to be paid by any L/C Participant to the applicable 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, issued by it, such Issuing Lender shall notify the Administrative Agent of such unreimbursed amount and the Administrative Agent shall notify each L/C Participant (with a copy to the applicable Issuing Lender) of the amount and due date of such required payment and such L/C Participant shall pay to the Administrative Agent (which, in turn shall pay such Issuing Lender Lender) the amount specified on the applicable due date. If any such amount is paid to the applicable such Issuing Lender after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand, in addition to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Rate as determined by the Administrative Agent during the period from and including the date such payment is due 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. A certificate of the applicable such Issuing Lender with respect to any amounts owing under this Section shall be presumed correct conclusive in the absence of manifest error. With respect to payment to the applicable such Issuing Lender of the unreimbursed amounts described in this Section, if the L/C Participants receive notice that any such payment is due (A) prior to 2:00 1:00 p.m. on any Business Day, such payment shall be due that Business Day, and (B) after 2:00 1:00 p.m. on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at any time after the applicable any Issuing Lender has made payment under any Letter of Credit issued by it and has received from any L/C Participant its Revolving Credit Commitment Percentage of such payment in accordance with this Section, such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; 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 such Issuing Lender the portion thereof previously distributed by the such Issuing Lender to it. (d) Each L/C Participant’s obligation to make the Revolving Credit Loans referred to in Section 3.4(b) and to purchase participating interests pursuant to 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 Revolving Credit Lender or Borrower may have against the Issuing Lender, 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 Article VI, (iii) any adverse change in the condition (financial or otherwise) of Borrower, (iv) any breach of this Agreement or any other Loan Document by Borrower, any other Credit Party or any other Revolving Credit Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

L/C Participations. (a) The applicable Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the applicable such Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant’s 's own account and risk, risk an undivided interest equal to such L/C Participant’s Revolving Credit 's Commitment Percentage in such Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the applicable 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 through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein 's Lending Office an amount equal to such L/C Participant’s Revolving Credit 's Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. (b) Upon becoming aware of any amount required to be paid by any L/C Participant to the applicable 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 CreditCredit issued by it, such Issuing Lender shall notify the Administrative Agent and each L/C Participant of the amount and due date of such required payment and such L/C Participant shall pay to such Issuing Lender the amount specified on the applicable due date. If any such amount is paid to the applicable such Issuing Lender after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand, in addition to such amount, the product of (i) such amount, times multiplied by (ii) the daily average Federal Funds Rate as determined by the Administrative Agent during the period from and including the date such payment is due to the date on which such payment is immediately available to such Issuing Lender, times multiplied by (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. A certificate of the applicable Issuing Lender with respect to any amounts owing under this Section shall be presumed correct conclusive in the absence of manifest error. With respect to payment to the applicable an Issuing Lender of the unreimbursed amounts described in this Section, if the L/C Participants receive notice that any such payment is due (A) prior to 2:00 p.m. on any Business Day, such payment shall be due that Business Day, and (B) after 2:00 p.m. on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at any time after the applicable Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its Revolving Credit Commitment Percentage of such payment in accordance with this Section, such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; 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 such Issuing Lender the portion thereof previously distributed by the such Issuing Lender to it.

L/C Participations. (a) The applicable U.S. Issuing Lender irrevocably agrees to grant and hereby grants to each U.S. L/C Participant, and, to induce the applicable U.S. Issuing 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 such the U.S. Issuing Lender, on the terms and conditions hereinafter statedset forth below, for such U.S. L/C Participant’s 's own account and risk, risk an undivided interest equal to such U.S. L/C Participant’s 's U.S. Revolving Credit Commitment Percentage in such the U.S. Issuing Lender’s 's obligations and rights under and in respect of each U.S. Letter of Credit issued hereunder and the amount of each draft paid by such the U.S. Issuing Lender thereunder. Each U.S. L/C Participant unconditionally and irrevocably agrees with the applicable U.S. Issuing Lender that, if a draft is paid under any U.S. Letter of Credit for which such the U.S. Issuing Lender is not reimbursed in full by the U.S. Borrower through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such U.S. L/C Participant shall pay to such the Administrative Agent upon demand of the U.S. Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such U.S. L/C Participant’s 's U.S. Revolving Credit Commitment 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 the U.S. Issuing Lender. (b) Upon becoming aware of If any amount required to be paid by any U.S. L/C Participant to the applicable Administrative Agent for the account of the U.S. Issuing Lender pursuant to Section 3.4(a3.10(a) in respect of any unreimbursed portion of any payment made by such the U.S. Issuing Lender under any U.S. Letter of Credit, such Issuing Lender shall notify the Administrative Agent and each L/C Participant of the amount and due date of such required payment and such L/C Participant shall pay to such Issuing Lender the amount specified on the applicable due date. If any such amount Credit is paid to the applicable Administrative Agent for the account of the U.S. Issuing Lender within three Business Days after the date such payment is due, such U.S. L/C Participant shall pay to such the Administrative Agent for the account of the U.S. Issuing Lender on demand, in addition demand an amount equal to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate as determined by the Administrative Agent during the period from and including the date such payment is due 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 U.S. L/C Participant pursuant to Section 3.10(a) is not made available to the Administrative Agent for the account of the U.S. Issuing Lender by such U.S. L/C Participant within three Business Days after the date such payment is due, the 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 Base Rate Loans under the U.S. Revolving Facility. A certificate of the applicable U.S. Issuing Lender submitted to any U.S. L/C Participant with respect to any amounts owing under this Section shall be presumed correct conclusive in the absence of manifest error. With respect to payment to the applicable Issuing Lender of the unreimbursed amounts described in this Section, if the L/C Participants receive notice that any such payment is due (A) prior to 2:00 p.m. on any Business Day, such payment shall be due that Business Day, and (B) after 2:00 p.m. on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at any time after the applicable 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 Revolving Credit Commitment Percentage pro rata share of such payment in accordance with this SectionSection 3.10(a), such the Administrative Agent or the U.S. Issuing Lender receives any payment related to such U.S. Letter of Credit (whether directly from the U.S. Borrower or otherwise, including proceeds of collateral applied thereto by the U.S. Issuing Lender), or any payment of interest on account thereof, such the Administrative Agent or the U.S. Issuing Lender Lender, as the case may be, will distribute to such 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 the U.S. Issuing Lender, as the case may be, shall be required to be returned by the Administrative Agent or the U.S. Issuing Lender, such U.S. L/C Participant shall return to the Administrative Agent for the account of the U.S. Issuing Lender the portion thereof previously distributed to it by the Administrative Agent or the U.S. Issuing Lender, as the case may be. (d) The Canadian Issuing Lender irrevocably agrees to grant and hereby grants to each Canadian L/C Participant, and, to induce the Canadian Issuing Lender to issue Canadian Letters of Credit hereunder, each Canadian L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the 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 the 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 the Canadian Issuing Lender thereunder. Each Canadian L/C Participant unconditionally and irrevocably agrees with the Canadian Issuing Lender that, if a draft is paid under any Canadian Letter of Credit issued by the Canadian Issuing Lender for which the Canadian Issuing Lender is not reimbursed in full by the Canadian Borrower in accordance with the terms of this Agreement, such Canadian L/C Participant shall pay to the Canadian Administrative Agent upon demand of the Canadian Issuing Lender an amount in Canadian Dollars or Dollars, as applicable, equal to such Canadian L/C Participant's Canadian Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. The Canadian Administrative Agent shall promptly forward such amounts to the Canadian Issuing Lender. (e) If any amount required to be paid by any Canadian L/C Participant to the Canadian Issuing Lender pursuant to Section 3.10(d) in respect of any unreimbursed portion of any payment made by the Canadian Issuing Lender under any Canadian Letter of Credit is paid to the Canadian Issuing Lender within three Business Days after the date such payment is due, the Canadian Issuing Lender shall so notify the Administrative Agent and the Canadian Administrative Agent who shall promptly notify the Canadian L/C Participants and each such Canadian L/C Participant shall pay to the Canadian Administrative Agent, for the account of the Canadian Issuing Lender, on demand (and thereafter the Canadian Administrative Agent shall promptly pay to the Canadian Issuing Lender) an amount equal to the product of (i) such amount, times (ii) the daily average interbank offered rate quoted by the Canadian Administrative Agent during the period from and including the date such payment is required to the date on which such payment is immediately available to the 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 Canadian Administrative Agent, for the account of the Canadian Issuing Lender, by such Canadian L/C Participant within three Business Days after the date such payment is due, the Canadian Administrative Agent, on behalf of the 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 and Canadian Prime Rate Loans under the Canadian Revolving Facility for amounts due in Canadian Dollars. A certificate of the Canadian 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 shall be conclusive in the absence of manifest error. (f) Whenever, at any time after the Canadian Issuing Lender has made payment under any Canadian Letter of Credit and has received from the Canadian Administrative Agent any Canadian L/C Participant's pro rata share of such payment in accordance with Section 3.10(d), the Canadian Issuing Lender receives any payment related to such Canadian Letter of Credit (whether directly from the Canadian Borrower or otherwise, including proceeds of collateral applied thereto by the Canadian Issuing Lender), or any payment of interest on account thereof, the Canadian Issuing Lender will distribute to the Canadian Administrative Agent for the account of such Canadian L/C Participant (and thereafter, the Canadian 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 the Canadian Issuing Lender shall be required to be returned by such the Canadian Issuing Lender, such Canadian L/C Participant shall return to such the Canadian Administrative Agent for the account of the Canadian Issuing Lender the portion thereof previously distributed to it by the Canadian Issuing Lender to itor the Canadian Administrative Agent, as the case may be.

L/C Participations. (a) The applicable Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the applicable Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such 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 Credit Commitment Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the applicable Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. (b) Upon becoming aware of any amount required to be paid by any L/C Participant to the applicable 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, such the Issuing Lender shall notify the Administrative Agent of such unreimbursed amount and the Administrative Agent shall notify each L/C Participant (with a copy to the Issuing Lender) of the amount and due date of such required payment and such L/C Participant shall pay to such the Administrative Agent (which, in turn shall pay the Issuing Lender Lender) the amount specified on the applicable due date. If any such amount is paid to the applicable Issuing Lender after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand, in addition to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Rate as determined by the Administrative Agent during the period from and including the date such payment is due to the date on which such payment is immediately available to such the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. A certificate of the applicable Issuing Lender with respect to any amounts owing under this Section shall be presumed correct conclusive in the absence of manifest error. With respect to payment to the applicable Issuing Lender of the unreimbursed amounts described in this Section, if the L/C Participants receive notice that any such payment is due (A) prior to 2:00 p.m. 9:00 a.m. on any Business Day, such payment shall be due that Business Day, and (B) after 2:00 p.m. 9:00 a.m. on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at any time after the applicable Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its Revolving Credit Commitment Percentage of such payment in accordance with this Section, such the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise), or any payment of interest on account thereof, such the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, 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 such the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it. (d) Each L/C Participant’s obligation to make the Revolving Credit Loans referred to in Section 3.4(b) and to purchase participating interests pursuant to 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 Revolving Credit Lender or the Borrower may have against the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Article VI, (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 Credit Party or any other Revolving Credit Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

L/C Participations. (a) The applicable Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the applicable each Issuing Lender to issue Letters of Credit hereunderCredit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing Lender, on the terms and conditions hereinafter statedset forth below, for such L/C Participant’s own account and risk, risk an undivided interest equal to such L/C Participant’s Revolving Credit pro rata share (based on its Commitment Percentage hereunder) in such each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by such each Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the applicable each Issuing Lender that, if a draft is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at the Administrative Agent, for the account of such Issuing Lender’s address for notices specified herein , upon demand by the Issuing Bank or the Administrative Agent, an amount equal to such L/C Participant’s Revolving Credit pro rata share (based on its Commitment Percentage hereunder or, if the Commitment of such L/C Participant has been terminated in accordance with Section VIII, such L/C Participant’s Commitment immediately preceding such termination) of the amount of such draft, or any part thereof, that is not so reimbursed. (b) Upon becoming aware of If any amount required to be paid by any L/C Participant to the applicable an Issuing Lender pursuant to Section 3.4(a3.04(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of CreditCredit is not paid on the date such payment is due, such Issuing Lender shall notify the Administrative Agent and each L/C Participant of the amount and due date of such required payment and such L/C Participant shall pay but is paid to such Issuing Lender the amount specified on the applicable due date. If any such amount is paid to the applicable Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand, in addition demand an amount equal to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate as determined by the Administrative Agent during the period from and including the date such payment is due 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 3.04(a) is not paid to an Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans. A certificate of the applicable relevant Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be presumed correct conclusive in the absence of manifest error. With respect to payment to the applicable Issuing Lender of the unreimbursed amounts described in this Section, if the L/C Participants receive notice that any such payment is due (A) prior to 2:00 p.m. on any Business Day, such payment shall be due that Business Day, and (B) after 2:00 p.m. on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at any time after the applicable an Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its Revolving Credit pro rata share (based on its Commitment Percentage hereunder) of such payment in accordance with this SectionSection 3.04(a), such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of any collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share (based on its Commitment hereunder) 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 such Issuing Lender the portion thereof previously distributed by the such Issuing Lender to it.

L/C Participations. (ai) The applicable Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the applicable each Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such 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 Commitment Percentage Pro Rata Share in such each Issuing LenderL▇▇▇▇▇’s obligations and rights under and in respect of each Letter of Credit issued by it hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the applicable each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender L▇▇▇▇▇ is not reimbursed in full by the Borrower through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing LenderL▇▇▇▇▇’s address for notices specified herein an the Dollar Equivalent of the amount equal to such L/C Participant’s Revolving Credit Commitment Percentage Pro Rata Share of the amount of such draft, or any part thereof, that which is not so reimbursed. (bii) Upon becoming aware of any amount required to be paid by any L/C Participant to the applicable any Issuing Lender pursuant to Section 3.4(a2.03(e)(i) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of CreditCredit issued by it, such Issuing Lender shall notify the Administrative Agent of such unreimbursed amount, and the Administrative Agent shall notify each L/C Participant (with a copy to the applicable Issuing Lender) of the amount and due date of such required payment and such L/C Participant shall pay to the Administrative Agent (which, in turn shall pay such Issuing Lender Lender) the amount (expressed as the Dollar Equivalent thereof) specified on the applicable due date. If any such amount is paid to the applicable such Issuing Lender after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand, in addition to such amount, the product of (i) such amount, amount times (ii) the daily average Federal Funds Effective Rate as determined by the Administrative Agent during the period from and including the date such payment is due to the date on which such payment is immediately available to such Issuing Lender, Lender times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. A certificate of the applicable such Issuing Lender with respect to any amounts owing under this Section 2.03 shall be presumed correct conclusive in the absence of manifest error. With respect to payment to the applicable such Issuing Lender of the unreimbursed amounts described in this SectionSection 2.03, if the L/C Participants receive notice that any such payment is due (A) prior to 2:00 1:00 p.m. (New York time) on any Business Day, such payment shall be due that Business Day, and (B) after 2:00 1:00 p.m. (New York time) on any Business Day, such payment shall be due on the following Business Day. (ciii) Whenever, at any time after the applicable any Issuing Lender has made payment under any Letter of Credit issued by it and has received from any L/C Participant its Revolving Credit Commitment Percentage Pro Rata Share of such payment in accordance with this SectionSection 2.03, such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, 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 such Issuing Lender the portion thereof previously distributed by the such Issuing Lender to it. (iv) Each L/C Participant’s obligation to make the payments referred to in ‎Section 2.03(e)(ii) and to purchase participating interests pursuant to Section 2.03(d)(i) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Lender or the Borrower may have against the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of an Unmatured Default or Default or the failure to satisfy any of the other conditions specified in Section 4.03, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower or any other Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

L/C Participations. (a) The applicable Issuing Lender irrevocably ------------------ agrees to grant and hereby grants to each L/C Participant, and, to induce the applicable Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions hereinafter statedset forth below, for such L/C Participant’s 's own account and risk, risk an undivided interest equal to such L/C Participant’s 's Revolving Credit Commitment Percentage in such the Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the applicable Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Parent Borrower through a Revolving Credit Loan or otherwise the Subsidiary Borrower, as the case may be, in accordance with the terms of this Agreement, such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s 's Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. (b) Upon becoming aware of If any amount required to be paid by any L/C Participant to the applicable 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, such Issuing Lender shall notify the Administrative Agent and each L/C Participant of the amount and due date of such required payment and such L/C Participant shall pay to such Issuing Lender the amount specified on the applicable due date. If any such amount Credit is paid to the applicable Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand, in addition demand an amount equal to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate as determined by the Administrative Agent during the period from and including the date such payment is due 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 Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Alternate Base Rate Loans under the Revolving Facility. A certificate of the applicable Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be presumed correct conclusive in the absence of manifest error. With respect to payment to the applicable Issuing Lender of the unreimbursed amounts described in this Section, if the L/C Participants receive notice that any such payment is due (A) prior to 2:00 p.m. on any Business Day, such payment shall be due that Business Day, and (B) after 2:00 p.m. on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at any time after the applicable Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its Revolving Credit Commitment Percentage pro rata share of such payment in accordance with this SectionSection 3.4(a), such the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Parent Borrower or the Subsidiary Borrower, as the case may be, or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, such the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, --- ---- -------- however, that in the event that any such payment received by such the Issuing Lender ------- shall be required to be returned by such the Issuing Lender, such L/C Participant shall return to such the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

L/C Participations. (a) The applicable Issuing L/C Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the applicable Issuing L/C Lender to issue cause Letters of Credit to be issued hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing the L/C Lender, on the terms and conditions hereinafter statedset forth below, for such L/C Participant’s own account and risk, risk an undivided interest equal to such L/C Participant’s Revolving Credit Commitment Percentage in such Issuing the L/C Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by such the Issuing Lender thereunderthereunder (which shall include the L/C Lender’s obligation to reimburse such applicable Issuing Lender for the amount of such drawing). Each L/C Participant unconditionally and irrevocably agrees with the applicable Issuing L/C Lender that, if a draft is paid under any Letter of Credit for which such Issuing the L/C Lender is not reimbursed in full by the Borrower through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender the Administrative Agent upon demand at such Issuing Lender’s address for notices specified herein of the L/C Lender an amount equal to such L/C Participant’s Revolving Credit Commitment 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 the L/C Lender. (b) Upon becoming aware of If any amount required to be paid by any L/C Participant to the applicable Issuing Administrative Agent for the account of the L/C Lender pursuant to Section 3.4(a3.10(a) in respect of any unreimbursed portion of any payment made by such L/C Lender to the Issuing Lender under any Letter of Credit, such Issuing Lender shall notify the Administrative Agent and each L/C Participant of the amount and due date of such required payment and such L/C Participant shall pay to such Issuing Lender the amount specified on the applicable due date. If any such amount Credit is paid to the applicable Issuing Administrative Agent for the account of the L/C Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing the Administrative Agent for the account of the L/C Lender on demand, in addition demand an amount equal to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate as determined by the Administrative Agent during the period from and including the date such payment is due required to the date on which such payment is immediately available to such Issuing the L/C Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.10(a) is not made available to the Administrative Agent for the account of the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, the L/C Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Base Rate Loans under the Revolving Facility. A certificate of the applicable Issuing L/C Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be presumed correct conclusive in the absence of manifest error. With respect to payment to the applicable Issuing Lender of the unreimbursed amounts described in this Section, if the L/C Participants receive notice that any such payment is due (A) prior to 2:00 p.m. on any Business Day, such payment shall be due that Business Day, and (B) after 2:00 p.m. on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at any time after the applicable Issuing L/C Lender has made payment under any Letter of Credit and has received from any L/C Participant its Revolving Credit Commitment Percentage prorata share of such payment in accordance with this SectionSection 3.10(a), such Issuing the Administrative Agent or the L/C Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the L/C Lender), or any payment of interest on account thereof, such Issuing Lender the Administrative Agent or the L/C Lender, as the case may be, will distribute to such L/C Participant its pro rata prorata share thereof; provided, that in the event that if any such payment received by such Issuing Lender Administrative Agent or the L/C Lender, as the case may be, shall be required to be returned by such Issuing the Administrative Agent or the L/C Lender, such L/C Participant shall return to such Issuing the Administrative Agent for the account of the L/C Lender the portion thereof previously distributed by the Issuing Lender to itsuch L/C Participant.

L/C Participations. (ai) The applicable Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the applicable each Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such 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 Commitment Percentage in such each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it hereunder and the amount of each draft paid by such each Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the applicable 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 through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. (bii) Upon becoming aware of any amount required to be paid by any L/C Participant to the applicable any Issuing Lender pursuant to Section 3.4(a2.1B(d)(i) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of CreditCredit issued by it, such the applicable Issuing Lender shall notify the Administrative Agent of such unreimbursed amount and the Administrative Agent shall notify each L/C Participant (with a copy to the applicable Issuing Lender) of the amount and due date of such required payment and such L/C Participant shall pay to such the Administrative Agent (which, in turn shall pay the applicable Issuing Lender Lender) the amount specified on the applicable due date. If any such amount is paid to the applicable Issuing Lender after the date such payment is due, such L/C Participant shall pay to such the Administrative Agent, which in turn shall pay the applicable Issuing Lender on demand, in addition to such amount, the product of (iA) such amount, times (iiB) the daily average Federal Funds Overnight Bank Funding Rate as determined by the Administrative Agent during the period from and including the date such payment is due to the date on which such payment is immediately available to such the applicable 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, plus any administrative, processing or similar fees customarily charged by the applicable Issuing Lender in connection with the foregoing. A certificate of the applicable an Issuing Lender with respect to any amounts owing to it under this Section shall be presumed correct conclusive in the absence of manifest error. With respect to payment to the applicable an Issuing Lender of the unreimbursed amounts described in this Section, if the L/C Participants receive notice that any such payment is due (Ax) prior to 2:00 1:00 p.m. on any Business Day, such payment shall be due that Business Day, and (By) after 2:00 1:00 p.m. on any Business Day, such payment shall be due on the following Business Day. (ciii) Whenever, at any time after the applicable any Issuing Lender has made payment under any Letter of Credit issued by it and has received from any L/C Participant its Revolving Credit Commitment Percentage of such payment in accordance with this Section, such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower Administrative Agent or otherwise), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; 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, which shall in turn pay to such Issuing Lender Lender, the portion thereof previously distributed by the such Issuing Lender to it. (iv) Each L/C Participant’s obligation to make the payments referred to in Section 2.1B(d)(ii) and to purchase participating interests pursuant to Section 2.1B(d)(i) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender or the Borrower may have against the applicable Issuing Lender, the Borrower or any other Person for any reason whatsoever, (B) 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 V, (C) any adverse change in the condition (financial or otherwise) of the Borrower, (D) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other Lender or (E) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

L/C Participations. (a) The applicable Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the applicable each Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such 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 Commitment Percentage in such each Issuing Lender▇▇▇▇▇▇’s obligations and rights under and in respect of each Letter of Credit issued by it hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the applicable 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 through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. (b) Upon becoming aware of any amount required to be paid by any L/C Participant to the applicable 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, issued by it, such Issuing Lender shall notify the Administrative Agent of such unreimbursed amount and the Administrative Agent shall notify each L/C Participant (with a copy to the applicable Issuing Lender) of the amount and due date of such required payment and such L/C Participant shall pay to the Administrative Agent (which, in turn shall pay such Issuing Lender Lender) the amount specified on the applicable due date. If any such amount is paid to the applicable such Issuing Lender after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand, in addition to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Rate as determined by the Administrative Agent during the period from and including the date such payment is due 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. A certificate of the applicable such Issuing Lender with respect to any amounts owing under this Section shall be presumed correct conclusive in the absence of manifest error. With respect to payment to the applicable such Issuing Lender of the unreimbursed amounts described in this Section, if the L/C Participants receive notice that any such payment is due (A) prior to 2:00 1:00 p.m. on any Business Day, such payment shall be due that Business Day, and (B) after 2:00 1:00 p.m. on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at any time after the applicable any Issuing Lender has made payment under any Letter of Credit issued by it and has received from any L/C Participant its Revolving Credit Commitment Percentage of such payment in accordance with this Section, such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; 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 such Issuing Lender the portion thereof previously distributed by the such Issuing Lender to it.

L/C Participations. (a) The applicable Each Issuing Lender Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the applicable each Issuing Lender Bank to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing LenderBank, on the terms and conditions 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 Commitment Applicable Percentage in such each Issuing LenderBank’s obligations and rights under and in respect of each Letter of Credit issued by it hereunder and the amount of each draft paid by such Issuing Lender Bank thereunder. Each L/C Participant unconditionally and irrevocably agrees with the applicable each Issuing Lender Bank that, if a draft is paid under any Letter of Credit issued by such Issuing Bank for which such Issuing Lender Bank is not reimbursed in full by the Borrower through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender Bank upon demand at such Issuing LenderBank’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit Commitment Applicable Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. (b) Upon becoming aware of any amount required to be paid by any L/C Participant to the applicable any 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 it, such Issuing Lender Bank shall notify the Revolver Administrative Agent of such unreimbursed amount and the Revolver Administrative Agent shall notify each L/C Participant (with a copy to the applicable Issuing Bank) of the amount and due date of such required payment and such L/C Participant shall pay to the Revolver Administrative Agent (which, in turn shall pay such Issuing Lender Bank) the amount specified on the applicable due date. If any such amount is paid to the applicable such Issuing Lender Bank after the date such payment is due, such L/C Participant shall pay to the Revolver Administrative Agent, which in turn shall pay such Issuing Lender Bank on demand, in addition to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate as determined by the Revolver Administrative Agent during the period from and including the date such payment is due 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, plus any administrative, processing or similar fees customarily charged by such Issuing Bank in connection with the foregoing. A certificate of the applicable such Issuing Lender Bank with respect to any amounts owing under this Section 3.4 shall be presumed correct conclusive in the absence of manifest error. With respect to payment to the applicable such Issuing Lender Bank of the unreimbursed amounts described in this SectionSection 3.4, if the L/C Participants receive notice that any such payment is due (A) prior to 2:00 1:00 p.m. on any Business Day, such payment shall be due that Business Day, and (B) after 2:00 1:00 p.m. on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at any time after the applicable any Issuing Lender Bank has made payment under any Letter of Credit issued by it and has received from any L/C Participant its Revolving Credit Commitment Applicable Percentage of such payment in accordance with this SectionSection 3.4, such Issuing Lender Bank receives any payment related to such Letter of Credit (whether directly from the Borrower Revolver Administrative Agent or otherwise), or any payment of interest on account thereof, such Issuing Lender Bank will distribute to such L/C Participant its pro rata share thereof; provided, 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 Revolver Administrative Agent, which shall in turn pay to such Issuing Lender Bank, the portion thereof previously distributed by the such Issuing Lender Bank to it. (d) Each L/C Participant’s obligation to make the Revolving Loans referred to in Section 3.4(b) and to purchase participating interests pursuant to 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 Revolving Lender 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 Article V, (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 Revolving Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

L/C Participations. (a) The applicable 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 applicable such Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such 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, risk an undivided interest equal to such L/C Participant’s Revolving Credit U.S. Facility Commitment Percentage or Canadian Facility Commitment Percentage, as applicable (determined on the date of issuance of the relevant Letter of Credit) in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and or continued hereunder, the amount of each draft paid by such Issuing Lender thereunderthereunder and the obligations of the Loan Parties under this Agreement with respect thereto (although Letter of Credit fees and commissions shall be payable directly to the Administrative Agent or the Canadian Agent, as applicable, for the account of such Issuing Lender and L/C 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 the applicable Issuing Lender that, if a draft is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the applicable Borrower through a Revolving in respect of such Letter of Credit Loan or otherwise in accordance with the terms of this Agreementsubsection 3.5(a), such L/C Participant shall pay to such the Administrative Agent or the Canadian Agent, as applicable, for the account of the Issuing Lender upon demand at such Issuing Lenderthe Administrative Agent’s or the Canadian Agent’s, as applicable, address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit U.S. Facility Commitment Percentage or Canadian Facility Commitment Percentage, as applicable, of the amount of such draft, or any part thereof, that which is not so reimbursed; provided that nothing in this paragraph shall relieve such Issuing Lender of any liability resulting from the gross negligence or willful misconduct of such Issuing Lender, or otherwise affect any defense or other right that any L/C Participant may have as a result of such gross negligence or willful misconduct. All calculations of the L/C Participants’ U.S. Facility Commitment Percentages and Canadian Facility Commitment Percentages shall be made from time to time by the Administrative Agent and Canadian Agent, as applicable, which calculations shall be conclusive absent manifest error. (b) Upon becoming aware of If any amount required to be paid by any L/C Participant to the applicable Administrative Agent or the Canadian Agent, as applicable, 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, such Issuing Lender shall notify the Administrative Agent and each L/C Participant of the amount and due date of such required payment and such L/C Participant shall pay to such Issuing Lender the amount specified on the applicable due date. If any such amount Credit is paid to the applicable Administrative Agent or the Canadian Agent, as applicable, for the account of such Issuing Lender within three Business Days after the date such payment demand is duemade, such L/C Participant shall pay to the Administrative Agent or the Canadian Agent, as applicable, for the account of such Issuing Lender on demand, in addition demand an amount equal to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate as determined (or, in the case of a Canadian Facility Lender, the interbank rate customarily charged by the Administrative Agent Canadian Agent) during the period from and including the date such payment is due required to the date on which such payment is immediately available to the Administrative Agent or the Canadian Agent, as applicable, for the account of such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to subsection 3.4(a) is not in fact made available to the Administrative Agent or the Canadian Agent, as applicable, for the account of such Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon (with interest based on the Dollar Equivalent of any amounts denominated in Canadian Dollars) calculated from such due date at the rate per annum applicable to Revolving Credit Loans maintained as ABR Loans accruing interest at the ABR hereunder. A certificate of the applicable such Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section subsection (which shall include calculations of any such amounts in reasonable detail) shall be presumed correct conclusive in the absence of manifest error. With respect to payment to the applicable Issuing Lender of the unreimbursed amounts described in this Section, if the L/C Participants receive notice that any such payment is due (A) prior to 2:00 p.m. on any Business Day, such payment shall be due that Business Day, and (B) after 2:00 p.m. on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at any time after the applicable Issuing Lender has made payment under any Letter of Credit and has received through the Administrative Agent or the Canadian Agent, as applicable, from any L/C Participant its Revolving Credit Commitment Percentage pro rata share of such payment in accordance with this Sectionsubsection 3.4(a), such Issuing Lender receives through the Administrative Agent or the Canadian Agent, as applicable, any payment related to such Letter of Credit (whether directly from the applicable Borrower in respect of such Letter of Credit or otherwise, including proceeds of Collateral applied thereto by the Administrative Agent or the Canadian Agent, as applicable, or by such Issuing Lender), or any payment of interest on account thereof, the Administrative Agent or the Canadian Agent, as applicable, will, if such Issuing Lender will payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to such L/C Participant its pro rata share thereofthereof prior to the end of such Business Day and otherwise the Administrative Agent or the Canadian Agent, as applicable, will distribute such payment on the next succeeding Business Day; provided, however, that in the event that any such payment received by such the Issuing Lender through the Administrative Agent or the Canadian Agent, as applicable, shall be required to be returned by such Issuing Lender, such L/C Participant shall return to such Issuing Lender through the Administrative Agent or the Canadian Agent, as applicable, the portion thereof previously distributed by the Issuing Lender Administrative Agent or the Canadian Agent, as applicable, to it.

L/C Participations. (a) The applicable Each US Issuing Lender irrevocably agrees to grant and hereby grants to each US L/C Participant, and, to induce the applicable each US Issuing Lender to issue US Letters of Credit hereunder, each US L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each US Issuing Lender, on the terms and conditions hereinafter stated, for such US L/C Participant’s 's own account and risk, an undivided interest equal to such US L/C Participant’s 's US Revolving Credit Commitment Percentage in such each US Issuing Lender’s 's obligations and rights under and in respect of each US Letter of Credit issued by such US Issuing Lender hereunder and the amount of each draft paid by such US Issuing Lender thereunder. Each US L/C Participant unconditionally and irrevocably agrees with the applicable each US Issuing Lender that, if a draft is paid under any US Letter of Credit issued by such US Issuing Lender for which such US Issuing Lender is not reimbursed in full by the Borrower through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such US L/C Participant shall pay to such US Issuing Lender Lender, regardless of the occurrence or continuance of a Default or Event of Default or the failure to satisfy any of the other conditions specified in Section 5, upon demand at such Issuing Lender’s the Administrative Agent's address for notices specified herein (and thereafter, the Administrative Agent shall promptly pay to the US Issuing Lender) an amount in Dollars equal to such US L/C US Participant’s 's Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. (b) Upon becoming aware of If any amount required to be paid by any US L/C Participant to the applicable an US Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such US Issuing Lender under any US Letter of Credit, such Issuing Lender shall notify the Administrative Agent and each L/C Participant of the amount and due date of such required payment and such L/C Participant shall pay to such Issuing Lender the amount specified on the applicable due date. If any such amount Credit is paid to the applicable such US Issuing Lender within three Business Days after the date such payment is due, the US Issuing Lender shall so notify the Administrative Agent, who shall promptly notify the US L/C Participants and each such US L/C Participant shall pay to such the Administrative Agent, for the account of the US Issuing Lender on demand, in addition demand (and thereafter the Administrative Agent shall promptly pay to such amount, the US Issuing Lender) an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate as determined by the Administrative Agent during the period from and including the date such payment is due required to the date on which such payment is immediately available to such US Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any US L/C Participant pursuant to Section 3.4(a) is not made available to the Administrative Agent, for the account of such US Issuing Lender, by such US L/C Participant within three Business Days after the date such payment is due, the Administrative Agent, on behalf of such US Issuing Lender shall be entitled to recover from such US L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Base Rate Loans. A certificate of the applicable Administrative Agent on behalf of such US Issuing Lender submitted to any US L/C Participant with respect to any such amounts owing under this Section shall be presumed correct conclusive in the absence of manifest error. With respect to payment to the applicable Issuing Lender of the unreimbursed amounts described in this Section, if the L/C Participants receive notice that any such payment is due (A) prior to 2:00 p.m. on any Business Day, such payment shall be due that Business Day, and (B) after 2:00 p.m. on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at any time after the applicable any US Issuing Lender has made payment under any US Letter of Credit and has received from the Administrative Agent any US L/C Participant its Revolving Credit Commitment Percentage Participant's pro rata share of such payment in accordance with this SectionSection 3.4(a), such US Issuing Lender receives any payment related to such US Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such US Issuing Lender), or any payment of interest on account thereof, such US Issuing Lender will distribute to the Administrative Agent for the account of such US L/C Participant (and thereafter, the Administrative Agent will promptly distribute to such US L/C Participant) its pro rata share thereof; provided, however, that in the event that any such payment received by such US Issuing Lender shall be required to be returned by such US Issuing Lender, such US L/C Participant shall return to the Administrative Agent for the account of such US Issuing Lender the portion thereof previously distributed by the such US Issuing Lender to it. (d) Each Canadian Issuing Lender irrevocably agrees to grant and hereby grants to each Canadian L/C Participant, and, to induce each Canadian Issuing Lender to issue Canadian Letters of Credit hereunder, each Canadian L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each Canadian Issuing Lender, on the terms and conditions hereinafter stated, for such Canadian L/C Participant's own account and risk, an undivided interest equal to such Canadian L/C Participant's Canadian Revolving Credit Percentage in each Canadian Issuing Lender's obligations and rights under each Canadian Letter of Credit issued by such Canadian Issuing Lender hereunder and the amount of each draft paid by such Canadian Issuing Lender thereunder. Each Canadian L/C Participant unconditionally and irrevocably agrees with each Canadian Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Canadian Issuing Lender for which such Canadian Issuing Lender is not reimbursed in full by CERI in accordance with the terms of this Agreement, such Canadian L/C Participant shall pay to such Canadian Issuing Lender, regardless of the occurrence or continuance of a Default or Event of Default or the failure to satisfy any of the other conditions specified in Section 5, upon demand at the Canadian Agent's address for notices specified herein (and thereafter, the Canadian Agent shall promptly pay to the Canadian Issuing Lender) an amount in Canadian Dollars, equal to such Canadian L/C Participant's Canadian Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. (e) If any amount required to be paid by any Canadian L/C Participant to a Canadian Issuing Lender pursuant to Section 3.4(d) in respect of any unreimbursed portion of any payment made by such Canadian Issuing Lender under any Canadian Letter of Credit is paid to such Canadian Issuing Lender within three Business Days after the date such payment is due, the Canadian Issuing Lender shall so notify the Administrative Agent and the Canadian Agent who shall promptly notify the Canadian L/C Participants and each such Canadian L/C Participant shall pay to the Canadian Agent, for the account of the Canadian Issuing Lender on demand (and thereafter the Canadian Agent shall promptly pay to the Canadian Issuing Lender) an amount equal to the product of (i) such amount, times (ii) the daily average interbank offered rate quoted by the Canadian Agent during the period from and including the date such payment is required to the date on which such payment is immediately available to such Canadian Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any Canadian L/C Participant pursuant to Section 3.4(d) is not made available to the Canadian Agent, for the account of such Canadian Issuing Lender, by such Canadian L/C Participant within three Business Days after the date such payment is due, the Canadian Agent, on behalf of such Canadian Issuing Lender shall be entitled to recover from such Canadian L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Base Rate Loans for amounts due in Dollars and Canadian prime Rate Loans for amounts due in Canadian Dollars. A certificate of the Canadian Agent on behalf of such Canadian Issuing Lender submitted to any Canadian L/C Participant with respect to any such amounts owing under this Section shall be conclusive in the absence of manifest error. (f) Whenever, at any time after a Canadian Issuing Lender has made payment under any Canadian Letter of Credit and has received from the Canadian Agent any Canadian L/C Participant's pro rata share of such payment in accordance with Section 3.4(d), such Canadian Issuing Lender receives any payment related to such Canadian Letter of Credit (whether directly from CERI, the Borrower or otherwise, including proceeds of collateral applied thereto by such Canadian Issuing Lender), or any payment of interest on account thereof, such Canadian Issuing Lender will distribute to the Canadian Agent for the account of such Canadian L/C Participant (and thereafter, the Canadian Agent will promptly distribute to such Canadian L/C Participant) its pro rata share thereof; provided, however, that in the event that any such payment received by such Canadian Issuing Lender shall be required to be returned by such Canadian Issuing Lender, such Canadian L/C Participant shall return to the Canadian Agent for the account of such Canadian Issuing Lender the portion thereof previously distributed by such Canadian Issuing Lender to it.

L/C Participations. (a) The applicable Effective on the date of issuance thereof, each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the applicable such Issuing Lender Lenders to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing Lender, on the terms and conditions 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 Commitment Percentage in such Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by such Issuing Lender thereunderthereunder in accordance with the terms of this Agreement. Each Notwithstanding the provisions contained in the next to last sentence of subsection 3.5, each L/C Participant unconditionally and irrevocably agrees with the applicable 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 through a Revolving Credit Loan or otherwise for all Reimbursement Obligations in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s 's Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. (b) Upon becoming aware of If any amount required to be paid by any L/C Participant to the applicable an 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, such Issuing Lender shall notify the Administrative Agent and each L/C Participant of the amount and due date of such required payment and such L/C Participant shall pay Credit is paid to such Issuing Lender the amount specified on the applicable due date. If any such amount is paid to the applicable Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand, in addition demand an amount equal to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate as determined by the Administrative Agent during the period from and including the date such payment is due 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 subsection 3.4(a) is not made available to the relevant Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Base Rate Loans under the Revolving Facility. A certificate of the applicable an Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section subsection 3.4(b) shall be presumed correct conclusive in the absence of manifest error. With respect to payment to the applicable Issuing Lender of the unreimbursed amounts described in this Section, if the L/C Participants receive notice that any such payment is due (A) prior to 2:00 p.m. on any Business Day, such payment shall be due that Business Day, and (B) after 2:00 p.m. on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at any time after the applicable an Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its Revolving Credit Commitment Percentage pro rata share of such payment in accordance with this Sectionsubsection 3.4(a), such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall immediately return to such Issuing Lender the portion thereof previously distributed by the such Issuing Lender to it.

L/C Participations. (a) The applicable Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the applicable each Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such 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 Commitment Percentage in such each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the applicable each Issuing Lender that, if a draft is paid under any Letter of Credit by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Borrower through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender Lender, upon demand demand, at such Issuing Lender’s address for notices specified herein 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 is not so reimbursed. (b) Upon becoming aware of If any amount required to be paid by any L/C Participant to the applicable an Issuing Lender pursuant to Section 3.4(a2.25(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit, such Issuing Lender shall notify the Administrative Agent and each L/C Participant of the amount and due date of such required payment and such L/C Participant shall pay Credit is paid to such Issuing Lender the amount specified on the applicable due date. If any such amount is paid to the applicable Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand, in addition demand an amount equal to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate as determined by the Administrative Agent during the period from and including the date such payment is due 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 2.25(a) is not made available to such Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Base Rate Loans under the Revolving Credit Facility. A certificate of the applicable such Issuing Lender submitted to any L/C Participant with respect to any such amounts owing under this Section shall be presumed correct conclusive in the absence of manifest error. With respect to payment to the applicable Issuing Lender of the unreimbursed amounts described in this Section, if the L/C Participants receive notice that any such payment is due (A) prior to 2:00 p.m. on any Business Day, such payment shall be due that Business Day, and (B) after 2:00 p.m. on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at any time after the applicable an Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its Revolving Credit Commitment Percentage pro rata share of such payment in accordance with this SectionSection 2.25(a), such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by the such Issuing Lender to it. (d) Each Lender’s obligation to purchase, pursuant to Section 2.25(a), such Lender’s Revolving Credit Percentage in each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by such Issuing Lender hereunder shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such Lender or the Borrower may have against such 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 4; (iii) any adverse change in the condition (financial or otherwise) of the Borrower or any other Loan Party; (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

L/C Participations. (a) The applicable Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the applicable Issuing Lender Lenders to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing LenderLenders, on the terms and conditions hereinafter statedset forth below, for such L/C Participant’s own account and risk, risk an undivided interest equal to such L/C Participant’s Revolving Credit Commitment Percentage in such the Issuing Lender’s Lenders’ obligations and rights (though, in the case of rights, subject to such L/C Participant’s satisfaction of its reimbursement obligation set forth in the following sentence) under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by such the Issuing Lender Lenders thereunder. Each L/C Participant unconditionally and irrevocably agrees with the applicable each Issuing Lender that, if a draft is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent upon demand of such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. The L/C Participants’ obligations to make such payment shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that any L/C Participant may have or have had against an Issuing Lender, the Borrower or any other Person. The Administrative Agent shall promptly forward such amounts to such Issuing Lender. (ba) Upon becoming aware of If any amount required to be paid by any L/C Participant to the applicable 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, such Issuing Lender shall notify the Administrative Agent and each L/C Participant of the amount and due date of such required payment and such L/C Participant shall pay to such Issuing Lender the amount specified on the applicable due date. If any such amount Credit is paid to the applicable 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, in addition demand an amount equal to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Rate as determined by the Administrative Agent during the period from and including the date such payment is due 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 3.10(a) is not made available to the 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 calculated from such due date at the rate per annum applicable to Base Rate Loans under the Revolving Facility. A certificate of the applicable an Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be presumed correct conclusive in the absence of manifest error. With respect to payment to the applicable Issuing Lender of the unreimbursed amounts described in this Section, if the L/C Participants receive notice that any such payment is due (A) prior to 2:00 p.m. on any Business Day, such payment shall be due that Business Day, and (B) after 2:00 p.m. on any Business Day, such payment shall be due on the following Business Day. (cb) Whenever, at any time after the applicable an Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its Revolving Credit Commitment Percentage pro rata share of such payment in accordance with this SectionSection 3.10(a), the Administrative Agent or such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, the Administrative Agent or such Issuing Lender Lender, as the case may be, will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by Administrative Agent or such Issuing Lender 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. (ai) The applicable Issuing Lender Bank irrevocably agrees to grant and hereby grants to each Tranche A L/C Participant, and, to induce the applicable Issuing Lender Bank to issue Tranche A Letters of Credit hereunderCredit, each Tranche A L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing LenderBank, on the terms and conditions hereinafter statedset forth below, for such Tranche A L/C Participant’s 's own account and risk, risk an undivided interest equal to such Tranche A L/C Participant’s Revolving Credit Commitment 's Tranche A Aggregate Exposure Percentage in such the Issuing Lender’s Bank's obligations and rights under and in respect of each Tranche A Letter of Credit issued hereunder and the amount of each draft paid by such the Issuing Lender Bank thereunder. Each Tranche A L/C Participant unconditionally and irrevocably agrees with the applicable Issuing Lender Bank that, if a draft is paid under any Tranche A Letter of Credit for which such the Issuing Lender Bank is not reimbursed in full by the Borrower through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such Tranche A L/C Participant shall pay to such the Issuing Lender Bank upon demand at such the Issuing Lender’s Bank's address for notices specified herein an amount equal to such Tranche A L/C Participant’s Revolving 's Tranche A Aggregate Exposure Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. (ii) The Issuing Bank irrevocably agrees to grant and hereby grants to each Tranche ▇ ▇/C Participant, and, to induce the Issuing Bank to issue Tranche B Letters of Credit, each Tranche ▇ ▇/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Bank, on the terms and conditions set forth below, for such Tranche ▇ ▇/C Participant's own account and risk an undivided interest equal to such Tranche ▇ ▇/C Participant's Tranche B Aggregate Exposure Percentage in the Issuing Bank's obligations and rights under and in respect of each Tranche B Letter of Credit Commitment and the amount of each draft paid by the Issuing Bank thereunder. Each Tranche ▇ ▇/C Participant unconditionally and irrevocably agrees with the Issuing Bank that, if a draft is paid under any Tranche B Letter of Credit for which the Issuing Bank is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such Tranche ▇ ▇/C Participant shall pay to the Issuing Bank upon demand at the Issuing Bank's address for notices specified herein an amount equal to such Tranche ▇ ▇/C Participant's Tranche B Aggregate Exposure Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. (b) Upon becoming aware of If any amount required to be paid by any L/C Participant to the applicable Issuing Lender Bank pursuant to Section 3.4(a2.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender Bank under any Letter of Credit, such Issuing Lender shall notify the Administrative Agent and each L/C Participant of the amount and due date of such required payment and such L/C Participant shall pay to such Issuing Lender the amount specified on the applicable due date. If any such amount Credit is paid to the applicable Issuing Lender Bank within three Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender Bank on demand, in addition demand an amount equal to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate as determined by the Administrative Agent during the period from and including the date such payment is due required to the date on which such payment is immediately available to such the Issuing LenderBank, times and (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 2.4(a) is not made available to the Issuing Bank by such L/C Participant within three Business Days after the date such payment is due, the Issuing Bank shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Base Rate Loans. A certificate of the applicable Issuing Lender Bank submitted to any L/C Participant with respect to any amounts owing under this Section shall be presumed correct conclusive in the absence of manifest error. With respect to payment to the applicable Issuing Lender of the unreimbursed amounts described in this Section, if the L/C Participants receive notice that any such payment is due (A) prior to 2:00 p.m. on any Business Day, such payment shall be due that Business Day, and (B) after 2:00 p.m. on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at any time after the applicable Issuing Lender Bank has made payment under any Letter of Credit and has received from any L/C Participant its Revolving Credit Commitment Percentage pro rata share of such payment in accordance with this SectionSection 2.4(a), such the Issuing Lender Bank receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise), or any payment of interest on account thereof, such the Issuing Lender Bank will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by such the Issuing Lender Bank shall be required to be returned by such the Issuing LenderBank, such L/C Participant shall return to such the Issuing Lender Bank the portion thereof previously distributed by the Issuing Lender Bank to it.

L/C Participations. (a) The applicable Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the applicable Issuing Lender to issue Letters of Credit hereunderCredit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions hereinafter statedset forth below, for such L/C Participant’s own account and risk, risk an undivided interest equal to such L/C Participant’s Revolving Credit Commitment Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the applicable Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to such the Issuing Lender through the Administrative Agent (or the Administrative Agent shall apply Cash Collateral provided for this purpose) upon demand at such Issuing Lenderthe Administrative Agent’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 is not so reimbursed. (b) Upon becoming aware of If any amount required to be paid by any L/C Participant to the applicable Issuing Lender pursuant to Section 3.4(asubsection 5.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit, such Issuing Lender shall notify the Administrative Agent and each L/C Participant of the amount and due date of such required payment and such L/C Participant shall pay to such Issuing Lender the amount specified on the applicable due date. If any such amount Credit is paid to the applicable Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand, in addition demand an amount equal to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds NYFRB Rate as determined by the Administrative Agent during the period from and including the date such payment is due 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 subsection 5.4(a) is not made available to the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans. A certificate of the applicable Issuing Lender submitted through the Administrative Agent to any L/C Participant with respect to any amounts owing under this Section shall be presumed correct conclusive in the absence of manifest error. With respect to payment to the applicable Issuing Lender of the unreimbursed amounts described in this Section, if the L/C Participants receive notice that any such payment is due (A) prior to 2:00 p.m. on any Business Day, such payment shall be due that Business Day, and (B) after 2:00 p.m. on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at any time after the applicable Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its Revolving Credit Commitment Percentage pro rata share of such payment in accordance with this Sectionsubsection 5.4(a), such Issuing Lender the Administrative Agent receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, such Issuing Lender the Administrative Agent will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by such the Issuing Lender shall be required to be returned by such the Issuing Lender, such L/C Participant shall return to such the Issuing Lender through the Administrative Agent the portion thereof previously distributed by the Issuing Lender to it.

L/C Participations. (a) The applicable Effective on the date of issuance of each Fronted LC issued after the Closing Date, the Issuing Lender irrevocably agrees to grant and hereby grants to each L/C ParticipantLender, and, to induce the applicable Issuing and each such Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions hereinafter statedstated and, for such L/C Participant’s Lender's own account and risk, risk an undivided interest equal to such L/C Participant’s Revolving Credit Commitment Percentage Lender's Rateable Portion in such the Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit Fronted LC issued hereunder by the Issuing Lender and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant such Lender unconditionally and irrevocably agrees with the applicable Issuing Lender that, if a draft an amount is paid under any Letter of Credit Fronted LC for which such Issuing Lender is not reimbursed in full by the Borrower through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall Lender will pay to such the Agent, for the account of the Issuing Lender Lender, upon demand at such Issuing Lender’s the Agent's address for notices specified herein herein, an amount equal to such L/C Participant’s Revolving Credit Commitment Percentage of the amount Lender's Rateable Portion of such draftamount, or any part thereof, that which is not so reimbursed. On the date that any assignee becomes a Lender party to this Agreement in accordance with Article 20, participating interests in any outstanding Fronted LC, held by the assignor Lender from which such assignee acquired its interest hereunder will be proportionately reallocated between such assignee and such assignor Lender. Each Lender hereby agrees that its obligation to participate in each Fronted LC, and to pay or to reimburse the Issuing Lender or its participating share of the amounts drawn or amounts otherwise paid thereunder, is absolute, irrevocable and unconditional and will not be affected by any circumstances whatsoever (including the occurrence or continuance of any Default or Event of Default), and that each such payment will be made without offset, abatement, withholding or other reduction whatsoever. (b) Upon becoming aware of If any amount required to be paid by any L/C Participant Lender to the applicable Issuing Lender pursuant to Section 3.4(a10.4(a) in respect of any unreimbursed portion of any payment made amount paid by such the Issuing Lender under any Letter of Credit, such Issuing Lender shall notify the Administrative Agent and each L/C Participant of the amount and due date of such required payment and such L/C Participant shall pay to such Issuing Lender the amount specified on the applicable due date. If any such amount Fronted LC is paid to the applicable Issuing Lender within three Business Days after the date such payment amount is due, such L/C Participant shall Lender will pay to such the Agent, for the account of the Issuing Lender Lender, on demand, in addition an amount equal to such amount, the product of (i) such amount, times amount multiplied by (ii) the daily average Federal Funds Rate as determined rate of interest applicable to such amount incurred by the Administrative Agent Issuing Lender during the period from and including the date such payment amount payable under any Fronted LC is due paid to the date on which such payment is amount owed by the Lender to the Issuing Lender immediately available to such the Issuing Lender, times multiplied by (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360365. If any such amount required to be paid by any Lender pursuant to Section 10.4(a) is not in fact made available to the Agent, for the account of the Issuing Lender, by such Lender within three Business Days after the date such payment is due, the Issuing Lender will be entitled to recover from such Lender, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Canadian Prime Rate Loans or U.S. Base Rate Loans hereunder depending on whether the amount to be paid under such Fronted LC is in Canadian Dollars or U.S. Dollars. A certificate of the applicable Issuing Lender submitted to any Lender with respect to any amounts owing under this Section shall 10.4 will be presumed correct conclusive in the absence of manifest error. With respect to payment to the applicable Issuing Lender of the unreimbursed amounts described in this Section, if the L/C Participants receive notice that any such payment is due (A) prior to 2:00 p.m. on any Business Day, such payment shall be due that Business Day, and (B) after 2:00 p.m. on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at any time after the applicable Issuing Lender has made payment paid an amount under any Letter of Credit Fronted LC and has received from any L/C Participant its Revolving Credit Commitment Percentage Lender that Lender's Rateable Portion of such payment in accordance with this SectionSection 10.4(a), such the Issuing Lender receives any payment related to reimbursement on account of such Letter of Credit (whether directly from the Borrower or otherwise)unreimbursed portion, or any payment of interest on account thereof, such the Issuing Lender will distribute pay to the Agent, for the account of such L/C Participant its pro rata share Lender that Lender's Rateable Portion thereof; provided, however, that in the event that any such a payment received by such the Issuing Lender shall be is required to be returned by such the Issuing Lender, such L/C Participant shall Lender will return to such the Agent for the account of the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

L/C Participations. (a) The applicable U.S. Issuing Lender irrevocably agrees to grant and hereby grants to each U.S. L/C Participant, and, to induce the applicable U.S. Issuing 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 such the 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, risk an undivided interest equal to such U.S. L/C Participant’s U.S. Revolving Credit Commitment Percentage in such the U.S. Issuing Lender’s obligations and rights under and in respect of each U.S. Letter of Credit issued hereunder and the amount of each draft paid by such the U.S. Issuing Lender thereunder. Each U.S. L/C Participant unconditionally and irrevocably agrees with the applicable U.S. Issuing Lender that, if a draft is paid under any U.S. Letter of Credit for which such the U.S. Issuing Lender is not reimbursed in full by the U.S. Borrower through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such U.S. L/C Participant shall pay to such the Administrative Agent upon demand of the U.S. Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such U.S. L/C Participant’s U.S. Revolving Credit Commitment 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 the U.S. Issuing Lender. (b) Upon becoming aware of If any amount required to be paid by any U.S. L/C Participant to the applicable Administrative Agent for the account of the U.S. Issuing Lender pursuant to Section 3.4(a3.10(a) in respect of any unreimbursed portion of any payment made by such the U.S. Issuing Lender under any U.S. Letter of Credit, such Issuing Lender shall notify the Administrative Agent and each L/C Participant of the amount and due date of such required payment and such L/C Participant shall pay to such Issuing Lender the amount specified on the applicable due date. If any such amount Credit is paid to the applicable Administrative Agent for the account of the U.S. Issuing Lender within three Business Days after the date such payment is due, such U.S. L/C Participant shall pay to such the Administrative Agent for the account of the U.S. Issuing Lender on demand, in addition demand an amount equal to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate as determined by the Administrative Agent during the period from and including the date such payment is due 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 U.S. L/C Participant pursuant to Section 3.10(a) is not made available to the Administrative Agent for the account of the U.S. Issuing Lender by such U.S. L/C Participant within three Business Days after the date such payment is due, the 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 Base Rate Loans under the U.S. Revolving Facility. A certificate of the applicable U.S. Issuing Lender submitted to any U.S. L/C Participant with respect to any amounts owing under this Section shall be presumed correct conclusive in the absence of manifest error. With respect to payment to the applicable Issuing Lender of the unreimbursed amounts described in this Section, if the L/C Participants receive notice that any such payment is due (A) prior to 2:00 p.m. on any Business Day, such payment shall be due that Business Day, and (B) after 2:00 p.m. on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at any time after the applicable 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 Revolving Credit Commitment Percentage pro rata share of such payment in accordance with this SectionSection 3.10(a), such the Administrative Agent or the U.S. Issuing Lender receives any payment related to such U.S. Letter of Credit (whether directly from the U.S. Borrower or otherwise, including proceeds of collateral applied thereto by the U.S. Issuing Lender), or any payment of interest on account thereof, such the Administrative Agent or the U.S. Issuing Lender Lender, as the case may be, will distribute to such 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 the U.S. Issuing Lender, as the case may be, shall be required to be returned by the Administrative Agent or the U.S. Issuing Lender, such U.S. L/C Participant shall return to the Administrative Agent for the account of the U.S. Issuing Lender the portion thereof previously distributed to it by the Administrative Agent or the U.S. Issuing Lender, as the case may be. (d) The Canadian Issuing Lender irrevocably agrees to grant and hereby grants to each Canadian L/C Participant, and, to induce the Canadian Issuing Lender to issue Canadian Letters of Credit hereunder, each Canadian L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the 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 the 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 the Canadian Issuing Lender thereunder. Each Canadian L/C Participant unconditionally and irrevocably agrees with the Canadian Issuing Lender that, if a draft is paid under any Canadian Letter of Credit issued by the Canadian Issuing Lender for which the Canadian Issuing Lender is not reimbursed in full by the Canadian Borrower in accordance with the terms of this Agreement, such Canadian L/C Participant shall pay to the Canadian Administrative Agent upon demand of the Canadian Issuing Lender an amount in Canadian Dollars or Dollars, as applicable, equal to such Canadian L/C Participant’s Canadian Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. The Canadian Administrative Agent shall promptly forward such amounts to the Canadian Issuing Lender. (e) If any amount required to be paid by any Canadian L/C Participant to the Canadian Issuing Lender pursuant to Section 3.10(d) in respect of any unreimbursed portion of any payment made by the Canadian Issuing Lender under any Canadian Letter of Credit is paid to the Canadian Issuing Lender within three Business Days after the date such payment is due, the Canadian Issuing Lender shall so notify the Administrative Agent and the Canadian Administrative Agent who shall promptly notify the Canadian L/C Participants and each such Canadian L/C Participant shall pay to the Canadian Administrative Agent, for the account of the Canadian Issuing Lender, on demand (and thereafter the Canadian Administrative Agent shall promptly pay to the Canadian Issuing Lender) an amount equal to the product of (i) such amount, times (ii) the daily average interbank offered rate quoted by the Canadian Administrative Agent during the period from and including the date such payment is required to the date on which such payment is immediately available to the 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 Canadian Administrative Agent, for the account of the Canadian Issuing Lender, by such Canadian L/C Participant within three Business Days after the date such payment is due, the Canadian Administrative Agent, on behalf of the 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 and Canadian Prime Rate Loans under the Canadian Revolving Facility for amounts due in Canadian Dollars. A certificate of the Canadian 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 shall be conclusive in the absence of manifest error. (f) Whenever, at any time after the Canadian Issuing Lender has made payment under any Canadian Letter of Credit and has received from the Canadian Administrative Agent any Canadian L/C Participant’s pro rata share of such payment in accordance with Section 3.10(d), the Canadian Issuing Lender receives any payment related to such Canadian Letter of Credit (whether directly from the Canadian Borrower or otherwise, including proceeds of collateral applied thereto by the Canadian Issuing Lender), or any payment of interest on account thereof, the Canadian Issuing Lender will distribute to the Canadian Administrative Agent for the account of such Canadian L/C Participant (and thereafter, the Canadian 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 the Canadian Issuing Lender shall be required to be returned by such the Canadian Issuing Lender, such Canadian L/C Participant shall return to such the Canadian Administrative Agent for the account of the Canadian Issuing Lender the portion thereof previously distributed to it by the Canadian Issuing Lender to itor the Canadian Administrative Agent, as the case may be.

L/C Participations. (a) The applicable Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the applicable such Issuing Lender to issue Letters of Credit hereunderCredit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk, each (b) The designation of any Subsidiary as an undivided interest equal to such L/C Participant’s Revolving Credit Commitment Percentage in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the applicable Issuing Lender that, if a draft is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full Unrestricted Subsidiary shall constitute an Investment by the Parent Borrower through a Revolving Credit Loan or otherwise therein, at the date of designation in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit Commitment Percentage the fair market value of the amount Parent Borrower’s investment therein as determined in good faith by the board of directors of the Parent Borrower. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall, at the time of such draftdesignation, constitute the incurrence of any Indebtedness of or Liens on such Subsidiary existing at such time. Upon a redesignation of any part thereofSubsidiary as a Restricted Subsidiary, the Investments of the Parent Borrower in Unrestricted Subsidiaries shall be reduced by the fair market value of the Parent Borrower’s Investment in such Subsidiary at the time of such redesignation (as determined in good faith by the board of directors of the Parent Borrower) (it being understood that is such reduction shall not so reimbursedexceed the Parent Borrower’s initial Investment in such Subsidiary, less returns on such Investment received by the Parent Borrower). Any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the board of directors of the Parent Borrower. (bc) Upon becoming aware If, as of the last day of any amount required to be paid by any L/C Participant to the applicable 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, such Issuing Lender shall notify the Administrative Agent and each L/C Participant of the amount and due date of such required payment and such L/C Participant shall pay to such Issuing Lender the amount specified on the applicable due date. If any such amount is paid to the applicable Issuing Lender Reference Period ended after the date such payment is dueAmendment and Restatement Effective Date, such L/C Participant shall pay to such Issuing Lender on demandUnrestricted Subsidiaries have, in addition to such amountthe aggregate, the product of (i) total assets at such amount, times day equal to or greater than 7.5% of the Consolidated Total Assets of the Parent Borrower and its Subsidiaries at such date or (ii) revenues during such Reference Period equal to or greater than 7.5% of the daily average Federal Funds Rate as consolidated revenues of the Parent Borrower and its Subsidiaries for such period, in each case determined by in accordance with GAAP, then the Administrative Agent during the period from and including the date such payment is due Parent Borrower shall, no later than five Business Days subsequent to the date on which financial statements for such payment is immediately available fiscal period are delivered pursuant to such Issuing Lenderthis Agreement, 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. A certificate of the applicable Issuing Lender with respect to any amounts owing under this Section shall be presumed correct designate in the absence of manifest error. With respect to payment writing to the applicable Issuing Lender of the unreimbursed amounts described in this Section, if the L/C Participants receive notice that any such payment is due (A) prior to 2:00 p.m. on any Business Day, such payment shall be due that Business Day, and (B) after 2:00 p.m. on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at any time after the applicable Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its Revolving Credit Commitment Percentage Administrative Agent one or more of such payment Unrestricted Subsidiaries as Restricted Subsidiaries in accordance with this SectionSection 6.13(a) such that, following such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwisedesignation(s), or any payment of interest on account thereofUnrestricted Subsidiaries have, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, that in the event that any aggregate (i) total assets at the last day of such payment received by Reference Period of less than 7.5% of the Consolidated Total Assets of the Parent Borrower and its Subsidiaries at such Issuing Lender shall be required to be returned by date and (ii) total revenues during such Issuing LenderReference Period of less than 7.5% of the consolidated revenues of the Parent Borrower and its Subsidiaries for such period, such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by the Issuing Lender to itin each case determined in accordance with GAAP.

L/C Participations. (ai) The applicable Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the applicable each Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such 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 Commitment Percentage Pro Rata Share in such each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the applicable 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 through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an the Dollar Equivalent of the amount equal to such L/C Participant’s Revolving Credit Commitment Percentage Pro Rata Share of the amount of such draft, or any part thereof, that which is not so reimbursed. (bii) Upon becoming aware of any amount required to be paid by any L/C Participant to the applicable any Issuing Lender pursuant to Section 3.4(a2.03(e)(i) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of CreditCredit issued by it, such Issuing Lender shall notify the Administrative Agent of such unreimbursed amount, and the Administrative Agent shall notify each L/C Participant (with a copy to the applicable Issuing Lender) of the amount and due date of such required payment and such L/C Participant shall pay to the Administrative Agent (which, in turn shall pay such Issuing Lender Lender) the amount (expressed as the Dollar Equivalent thereof) specified on the applicable due date. If any such amount is paid to the applicable such Issuing Lender after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand, in addition to such amount, the product of (i) such amount, amount times (ii) the daily average Federal Funds Effective Rate as determined by the Administrative Agent during the period from and including the date such payment is due to the date on which such payment is immediately available to such Issuing Lender, Lender times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. A certificate of the applicable such Issuing Lender with respect to any amounts owing under this Section 2.03 shall be presumed correct conclusive in the absence of manifest error. With respect to payment to the applicable such Issuing Lender of the unreimbursed amounts described in this SectionSection 2.03, if the L/C Participants receive notice that any such payment is due (A) prior to 2:00 1:00 p.m. (New York time) on any Business Day, such payment shall be due that Business Day, and (B) after 2:00 1:00 p.m. (New York time) on any Business Day, such payment shall be due on the following Business Day. (ciii) Whenever, at any time after the applicable any Issuing Lender has made payment under any Letter of Credit issued by it and has received from any L/C Participant its Revolving Credit Commitment Percentage Pro Rata Share of such payment in accordance with this SectionSection 2.03, such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, 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 such Issuing Lender the portion thereof previously distributed by the such Issuing Lender to it. (iv) Each L/C Participant’s obligation to make the payments referred to in ‎Section 2.03(e)(ii) and to purchase participating interests pursuant to Section 2.03(d)(i) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Issuing Lender or the Borrower may have against the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of an Unmatured Default or Default or the failure to satisfy any of the other conditions specified in Section 4.03, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower or any other Issuing Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

L/C Participations. (a) The applicable Each Issuing Lender irrevocably agrees to grant and hereby grants to each U.S. RCF L/C Participant or Canadian RCF L/C Participant, as applicable, and, to induce the applicable Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such 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, risk an undivided interest equal to such L/C Participant’s Revolving Credit U.S. RCF Commitment Percentage or Canadian RCF Commitment Percentage, as applicable, (determined on the date of issuance of the relevant Letter of Credit) in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and or continued hereunder, the amount of each draft paid by such Issuing Lender thereunderthereunder and the obligations of the applicable Borrowers under this Agreement with respect thereto (although L/C Fees and related commissions shall be payable directly to the U.S. Administrative Agent or the Canadian Administrative Agent, as applicable, for the account of the applicable Issuing Lender and L/C Participants, as provided in subsection 3.3 and the L/C Participants shall have no right to receive any portion of any facing fees with respect to any such Letters of Credit) and any security therefor or guaranty pertaining thereto. Each L/C Participant unconditionally and irrevocably agrees with the applicable such Issuing Lender that, if a draft is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the applicable Borrower through a Revolving in respect of such Letter of Credit Loan or otherwise in accordance with the terms of this Agreementsubsection 3.5(a), such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit U.S. RCF Commitment Percentage or Canadian RCF Commitment Percentage, as applicable, of the amount of such draft, or any part thereof, that which is not so reimbursed; provided that nothing in this paragraph shall relieve such Issuing Lender of any liability resulting from the gross negligence or willful misconduct (as determined in a final non-appealable decision issued by a court of competent jurisdiction) of such Issuing Lender, or otherwise affect any defense or other right that any L/C Participant may have as a result of such gross negligence or willful misconduct (as so determined). All calculations of an L/C Participant’s U.S. RCF Commitment Percentage and Canadian RCF Commitment Percentage shall be made from time to time by the U.S. Administrative Agent and the Canadian Administrative Agent, respectively, which calculations shall be conclusive absent manifest error. (b) Upon becoming aware of If any amount required to be paid by any L/C Participant to the applicable an 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, such Issuing Lender shall notify the Administrative Agent and each L/C Participant of the amount and due date of such required payment and such L/C Participant shall pay Credit is paid to such Issuing Lender the amount specified on the applicable due date. If any such amount is paid to the applicable Issuing Lender within three Business Days after the date such payment demand is duemade, such L/C Participant shall pay to such Issuing Lender on demand, in addition demand an amount equal to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate as determined (or, in the case of a Canadian RCF Lender, the interbank rate customarily charged by the Canadian Administrative Agent Agent) during the period from and including the date such payment is due 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 subsection 3.4(a) is not in fact made available to such Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon (with interest based on the Dollar Equivalent of any amounts denominated in Canadian Dollars) calculated from such due date at the rate per annum applicable to RCF Loans maintained as ABR Loans accruing interest at the ABR hereunder. A certificate of the applicable an Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section subsection (which shall include calculations of any such amounts in reasonable detail) shall be presumed correct conclusive in the absence of manifest error. With respect to payment to the applicable Issuing Lender of the unreimbursed amounts described in this Section, if the L/C Participants receive notice that any such payment is due (A) prior to 2:00 p.m. on any Business Day, such payment shall be due that Business Day, and (B) after 2:00 p.m. on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at any time after the applicable an Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its Revolving Credit Commitment Percentage pro rata share of such payment in accordance with this Sectionsubsection 3.4(a), such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the a Borrower in respect of such Letter of Credit or otherwise, including proceeds of Collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to such L/C Participant its pro rata share thereofthereof prior to the end of such Business Day and otherwise such Issuing Lender will distribute such payment on the next succeeding Business Day; provided, however, that in the event that any such payment received by such an Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by the such Issuing Lender to it.

L/C Participations. (a) The applicable 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 applicable Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such 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, risk an undivided interest equal to such L/C Participant’s U. S. Facility Revolving Credit Loan Commitment Percentage or Canadian Facility Commitment Percentage, as applicable, (determined on the date of issuance of the relevant Letter of Credit) in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and or continued hereunder, the amount of each draft paid by such Issuing Lender thereunderthereunder and the obligations of the applicable Borrowers under this Agreement with respect thereto (although L/C Fees and related commissions shall be payable directly to the Administrative Agent or the Canadian Agent, as applicable, for the account of the applicable Issuing Lender and L/C Participants, as provided in Section 3.3 and the L/C Participants shall have no right to receive any portion of any facing fees with respect to any such Letters of Credit) and any security therefor or guaranty pertaining thereto. Each L/C Participant unconditionally and irrevocably agrees with the applicable such Issuing Lender that, if a draft is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the applicable Borrower through a Revolving in respect of such Letter of Credit Loan or otherwise in accordance with the terms of this AgreementSection 3.5(a), such L/C Participant shall pay to such Issuing Lender upon demand (which demand, in the case of any demand made in respect of any draft under a L/C denominated in any Designated Foreign Currency, shall not be made prior to the date that the amount of such draft shall be converted into Dollars in accordance with Section 3.5(a)) at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit U.S. Facility Commitment Percentage or Canadian Facility Commitment Percentage, as applicable, of the amount of such draft, or any part thereof, that which is not so reimbursed; provided that nothing in this paragraph shall relieve such Issuing Lender of any liability resulting from the gross negligence or willful misconduct of such Issuing Lender, or otherwise affect any defense or other right that any L/C Participant may have as a result of such gross negligence or willful misconduct. All calculations of an L/C Participants’ Commitment Percentages shall be made from time to time by the Administrative Agent, which calculations shall be conclusive absent manifest error. (b) Upon becoming aware of If any amount required to be paid by any L/C Participant to the applicable an 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, such Issuing Lender shall notify the Administrative Agent and each L/C Participant of the amount and due date of such required payment and such L/C Participant shall pay Credit is paid to such Issuing Lender the amount specified on the applicable due date. If any such amount is paid to the applicable Issuing Lender within three Business Days after the date such payment demand is duemade, such L/C Participant shall pay to such Issuing Lender on demand, in addition demand an amount equal to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate as determined (or, in the case of a Canadian Facility Lender, the interbank rate customarily charged by the Administrative Agent Canadian Agent) during the period from and including the date such payment is due 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 subsection 3.4(a) is not in fact made available to such Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon (with interest based on the Dollar Equivalent of any amounts denominated in Canadian Dollars or Designated Foreign Currencies) calculated from such due date at the rate per annum applicable to Revolving Credit Loans maintained as ABR Loans accruing interest at the ABR Rate hereunder. A certificate of the applicable an Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section subsection (which shall include calculations of any such amounts in reasonable detail) shall be presumed correct conclusive in the absence of manifest error. With respect to payment Notwithstanding anything to the applicable Issuing Lender of the unreimbursed amounts described contrary contained in this SectionAgreement, if in the event a L/C Participant becomes a Defaulting Lender, then the Individual L/C Exposure of such Defaulting Lender will automatically be reallocated among the L/C Participants receive that are Non-Defaulting Lenders pro rata in accordance with such Non-Defaulting Lenders’ U.S. Facility Commitment Percentage or Canadian Facility Commitment Percentage, as applicable (calculated without regard to the Commitment of the Defaulting Lender) but only to the extent that such reallocation does not cause the Individual Lender Exposure of any Non-Defaulting Lender to exceed the Commitment of such Non-Defaulting Lender. If such reallocation cannot, or can only partially be effected, the Borrowers shall, within three Business Days after written notice that from the Administrative Agent, pay to the Administrative Agent or the Canadian Agent, as applicable, an amount of cash and/or Cash Equivalents equal to such Defaulting Lender’s U.S. Facility Commitment Percentage or Canadian Facility Commitment Percentage (calculated as in effect immediately prior to it becoming a Defaulting Lender) of the L/C Obligations (after giving effect to any partial reallocation pursuant to the first sentence of this Section 3.4(b)) to be held as security for all obligations of the Borrowers to the Issuing Lenders hereunder in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative Agent. So long as there is a Defaulting Lender, an Issuing Lender shall not be required to issue any Letter of Credit where the sum of the Non-Defaulting Lenders’ U.S. Facility Commitment Percentage or Canadian Facility Commitment Percentage, as applicable, of the outstanding Loans and their participations in Letters of Credit after giving effect to any such payment is due requested Letter of Credit would exceed (Asuch excess, the “L/C Shortfall”) prior the aggregate Commitments of such Non-Defaulting Lenders, unless the Borrowers shall pay to 2:00 p.m. on any Business Daythe Administrative Agent or the Canadian Agent, as applicable, an amount of cash and/or Cash Equivalents equal to the amount of the L/C Shortfall, such payment cash and/or Cash Equivalents to be held as security for all obligations of the Borrowers to the Issuing Lenders hereunder in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative Agent. Any portion of the Individual L/C Exposure of any Defaulting Lender that is fully cash collateralized pursuant to this Section 3.4(b) shall be due that Business Day, and (B) after 2:00 p.m. on disregarded in calculating any Business Day, such payment shall be due on fees payable pursuant to the following Business Dayfirst sentence of Section 3.3(a). (c) Whenever, at any time after the applicable an Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its Revolving Credit Commitment Percentage pro rata share of such payment in accordance with this SectionSection 3.4(a), such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the a Borrower in respect of such Letter of Credit or otherwise, including proceeds of Collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to such L/C Participant its pro rata share thereofthereof prior to the end of such Business Day and otherwise such Issuing Lender will distribute such payment on the next succeeding Business Day; provided, however, that in the event that any such payment received by such an Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by the such Issuing Lender to it. (d) For the avoidance of doubt, the Dollar Equivalent of any U.S. Facility L/C Obligations denominated in any Designated Foreign Currency shall be calculated from time to time in accordance with the applicable provisions of the definition of “U.S. Facility L/C Obligations”, and any reimbursement payments required to be made in accordance with Section 3.4(a) by the L/C Participants in respect of any such U.S. Facility L/C Obligations shall be made in Dollars as calculated by the relevant Issuing Lender in accordance with Section 3.5(a).

L/C Participations. (a) The applicable Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the applicable Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant’s 's own account and risk, an undivided interest equal to such L/C Participant’s 's Revolving Credit Commitment Percentage in such Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the applicable Issuing Lender that, if a draft is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s 's Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. (b) Upon becoming aware of any amount required to be paid by any L/C Participant to the applicable 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, such Issuing Lender shall notify the Administrative Agent and each L/C Participant of the amount and due date of such required payment and such L/C Participant shall pay to such Issuing Lender the amount specified on the applicable due date. If any such amount is paid to the applicable Issuing Lender after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand, in addition to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Rate as determined by the Administrative Agent during the period from and including the date such payment is due 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. A certificate of the applicable Issuing Lender with respect to any amounts owing under this Section shall be presumed correct conclusive in the absence of manifest error. With respect to payment to the applicable Issuing Lender of the unreimbursed amounts described in this Section, if the L/C Participants receive notice that any such payment is due (A) prior to 2:00 p.m. on any Business Day, such payment shall be due that Business Day, and (B) after 2:00 p.m. on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at any time after the applicable Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its Revolving Credit Commitment Percentage of such payment in accordance with this Section, such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; 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 such Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

L/C Participations. (a) The applicable Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the applicable Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such 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 Credit Commitment Percentage in such 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 the applicable Issuing Lender that, if a draft is paid under any Letter of Credit issued by the Issuing Lender for which such the Issuing Lender is not reimbursed in full by the Borrower through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. (b) Upon becoming aware of any amount required to be paid by any L/C Participant to the applicable 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, such issued by it, the Issuing Lender shall notify the Administrative Agent of such unreimbursed amount and the Administrative Agent shall notify each L/C Participant (with a copy to the Issuing Lender) of the amount and due date of such required payment and such L/C Participant shall pay to such the Administrative Agent (which, in turn shall pay the Issuing Lender Lender) the amount specified on the applicable due date. If any such amount is paid to the applicable Issuing Lender after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand, in addition to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Rate as determined by the Administrative Agent during the period from and including the date such payment is due to the date on which such payment is immediately available to such the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. A certificate of the applicable Issuing Lender with respect to any amounts owing under this Section shall be presumed correct conclusive in the absence of manifest error. With respect to payment to the applicable Issuing Lender of the unreimbursed amounts described in this Section, if the L/C Participants receive notice that any such payment is due (A) prior to 2:00 1:00 p.m. on any Business Day, such payment shall be due that Business Day, and (B) after 2:00 1:00 p.m. on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at any time after the applicable Issuing Lender has made payment under any Letter of Credit issued by it and has received from any L/C Participant its Revolving Credit Commitment Percentage of such payment in accordance with this Section, such the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise), or any payment of interest on account thereof, such the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, 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 such the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

L/C Participations. (avi) The applicable Issuing L/C Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the applicable Issuing L/C Lender to issue cause Letters of Credit to be issued hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing the L/C Lender, on the terms and conditions hereinafter statedset forth below, for such L/C Participant’s own account and risk, risk an undivided interest equal to such L/C Participant’s Revolving Credit Commitment Percentage in such Issuing the L/C Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Bank thereunder (which shall include the L/C Lender’s obligation to reimburse such applicable Issuing Lender thereunderBank for the amount of such drawing). Each L/C Participant unconditionally and irrevocably agrees with the applicable Issuing L/C Lender that, if a draft is paid under any Letter of Credit for which such Issuing the L/C Lender is not reimbursed in full by the Borrower through a Revolving Credit Loan or otherwise Borrowers in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender the Administrative Agent upon demand at such Issuing Lender’s address for notices specified herein of the L/C Lender an amount equal to such L/C Participant’s Revolving Credit Commitment 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 the L/C Lender. (ba) Upon becoming aware of If any amount required to be paid by any L/C Participant to the applicable Issuing Administrative Agent for the account of the L/C Lender pursuant to Section 3.4(a3.8(a) in respect of any unreimbursed portion of any payment made by such the L/C Lender to the Issuing Lender Bank under any Letter of Credit, such Issuing Lender shall notify the Administrative Agent and each L/C Participant of the amount and due date of such required payment and such L/C Participant shall pay to such Issuing Lender the amount specified on the applicable due date. If any such amount Credit is paid to the applicable Issuing Administrative Agent for the account of the L/C Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing the Administrative Agent for the account of the L/C Lender on demand, in addition demand an amount equal to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate as determined by the Administrative Agent during the period from and including the date such payment is due required to the date on which such payment is immediately available to such Issuing the L/C Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.8(a) is not made available to the Administrative Agent for the account of the L/C Lender by such L/C Participant within three Business Days after the date such payment is due, the L/C Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Base Rate Loans under the Revolving Facility. A certificate of the applicable Issuing L/C Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be presumed correct conclusive in the absence of manifest error. With respect to payment to the applicable Issuing Lender of the unreimbursed amounts described in this Section, if the L/C Participants receive notice that any such payment is due (A) prior to 2:00 p.m. on any Business Day, such payment shall be due that Business Day, and (B) after 2:00 p.m. on any Business Day, such payment shall be due on the following Business Day. (cb) Whenever, at any time after the applicable Issuing L/C Lender has made payment under any Letter of Credit and has received from any L/C Participant its Revolving Credit Commitment Percentage pro rata share of such payment in accordance with this SectionSection 3.8(a), such Issuing the Administrative Agent or the L/C Lender receives any payment related to such Letter of Credit (whether directly from the relevant Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Bank), or any payment of interest on account thereof, such Issuing Lender the Administrative Agent or the L/C Lender, as the case may be, will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by such Issuing Lender Administrative Agent or L/C Lender, as the case may be, shall be required to be returned by such Issuing the Administrative Agent or L/C Lender, such L/C Participant shall return to such Issuing the Administrative Agent for the account of the L/C Lender the portion thereof previously distributed by the Issuing Lender Administrative Agent or the L/C Lender, as the case may be, to it.

L/C Participations. (a) The applicable Each Issuing Lender irrevocably ------------------ agrees to grant and hereby grants to each L/C Participant, and, to induce the applicable each Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such 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 Credit Commitment Percentage in such each Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the applicable 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 through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s 's Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit, any failure to satisfy the conditions to making any Revolving Extension of Credit (including those set forth in Section 5), the occurrence and continuance of a Default or an Event of Default or the reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (b) Upon becoming aware of If any amount required to be paid by any L/C Participant to the applicable 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, such Issuing Lender shall notify the Administrative Agent and each L/C Participant of the amount and due date of such required payment and such L/C Participant shall pay Credit is not paid to such Issuing Lender the amount specified on the applicable due date. If any such amount is paid to the applicable Issuing Lender after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand, in addition demand an amount equal to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate as determined by the Administrative Agent during the period from and including the date such payment is due 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 such Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Base Rate Loans under the Revolving Credit Facility. A certificate of the applicable such Issuing Lender submitted to any L/C Participant with respect to any such amounts owing under this Section shall be presumed correct conclusive in the absence of manifest error. With respect to payment to the applicable Issuing Lender of the unreimbursed amounts described in this Section, if the L/C Participants receive notice that any such payment is due (A) prior to 2:00 p.m. on any Business Day, such payment shall be due that Business Day, and (B) after 2:00 p.m. on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at any time after the applicable an Issuing Lender has made payment of a drawing under any Letter of Credit and has received from any L/C Participant its Revolving Credit Commitment Percentage pro rata share of such payment in accordance with this SectionSection 3.4(a), such --- ---- Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro --- rata share thereof; provided, however, that in the event that any such payment ---- -------- ------- received by such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by the such Issuing Lender to it.

L/C Participations. (a) The applicable Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the applicable each Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such 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 Credit Commitment Percentage in such each Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the applicable each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the relevant Borrower through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s 's Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. (b) Upon becoming aware of If any amount required to be paid by any L/C Participant to the applicable 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, such Issuing Lender shall notify the Administrative Agent and each L/C Participant of the amount and due date of such required payment and such L/C Participant shall pay Credit is paid to such Issuing Lender the amount specified on the applicable due date. If any such amount is paid to the applicable Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand, in addition demand an amount equal to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate as determined by the Administrative Agent during the period from and including the date such payment is due 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 such Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Base Rate Loans under the Revolving Credit Facility. A certificate of the applicable such Issuing Lender submitted to any L/C Participant with respect to any such amounts owing under this Section shall be presumed correct conclusive in the absence of manifest error. With respect to payment to the applicable Issuing Lender of the unreimbursed amounts described in this Section, if the L/C Participants receive notice that any such payment is due (A) prior to 2:00 p.m. on any Business Day, such payment shall be due that Business Day, and (B) after 2:00 p.m. on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at any time after the applicable an Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its Revolving Credit Commitment Percentage PRO RATA share of such payment in accordance with this SectionSection 3.4(a), such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the relevant Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata PRO RATA share thereof; providedPROVIDED, 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 such Issuing Lender the portion thereof previously distributed by the such Issuing Lender to it.

L/C Participations. (ai) The applicable Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the applicable Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such 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 A Loan Commitment Percentage in such 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 the applicable Issuing Lender that, if a draft is paid under any Letter of Credit issued by the Issuing Lender for which such Issuing Lender is not reimbursed in full by the Borrower through a Revolving Credit A Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit A Loan Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. (bii) Upon becoming aware of any amount required to be paid by any L/C Participant to the applicable Issuing Lender pursuant to Section 3.4(a2.1C(d)(i) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit, such issued by it, the Issuing Lender shall notify the Administrative Agent of such unreimbursed amount and the Administrative Agent shall notify each L/C Participant (with a copy to the Issuing Lender) of the amount and due date of such required payment and such L/C Participant shall pay to such the Administrative Agent (which, in turn shall pay the Issuing Lender Lender) the amount specified on the applicable due date. If any such amount is paid to the applicable Issuing Lender after the date such payment is due, such L/C Participant shall pay to such the Administrative Agent, which in turn shall pay the Issuing Lender on demand, in addition to such amount, the product of (iA) such amount, times (iiB) the daily average Federal Funds Rate as determined by the Administrative Agent during the period Columbia – Second Amended and Restated Credit Agreement from and including the date such payment is due to the date on which such payment is immediately available to such the 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, plus any administrative, processing or similar fees customarily charged by the Issuing Lender in connection with the foregoing. A certificate of the applicable Issuing Lender with respect to any amounts owing under this Section shall be presumed correct conclusive in the absence of manifest error. With respect to payment to the applicable Issuing Lender of the unreimbursed amounts described in this Section, if the L/C Participants receive notice that any such payment is due (Ax) prior to 2:00 1:00 p.m. on any Business Day, such payment shall be due that Business Day, and (By) after 2:00 1:00 p.m. on any Business Day, such payment shall be due on the following Business Day. (ciii) Whenever, at any time after the applicable Issuing Lender has made payment under any Letter of Credit issued by it and has received from any L/C Participant its Revolving Credit A Loan Commitment Percentage of such payment in accordance with this Section, such the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower Administrative Agent or otherwise), or any payment of interest on account thereof, such the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, 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 such the Administrative Agent, which shall in turn pay to the Issuing Lender Lender, the portion thereof previously distributed by the Issuing Lender to it. (iv) Each L/C Participant’s obligation to make the Revolving A Loans referred to in Section 2.1(d)(ii) and to purchase participating interests pursuant to Section 2.1(d)(i) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Revolving A Lender or the Borrower may have against the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (B) 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 V, (C) any adverse change in the condition (financial or otherwise) of the Borrower, (D) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other Revolving A Lender or (E) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

L/C Participations. (a) The applicable Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the applicable each Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such 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 Commitment Percentage in such each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the applicable each Issuing Lender that, if a draft is paid under any Letter of Credit issued by each Issuing Lender for which such Issuing Lender is not reimbursed in full by the Borrower through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. Such payments shall be made in the same currency in which such Letter of Credit was issued. (b) Upon becoming aware of any amount required to be paid by any L/C Participant to the applicable 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 CreditCredit issued by it, such Issuing Lender shall notify the Administrative Agent of such unreimbursed amount and the Administrative Agent shall notify each L/C Participant (with a copy to the applicable Issuing Lender) of the amount amount, currency and due date of such required payment and such L/C Participant shall pay to the Administrative Agent (which, in turn, shall pay such Issuing Lender Lender) the amount specified on the applicable due datedate in the currency specified. If any such amount is paid to the applicable such Issuing Lender after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand, in addition to such amount, the product of (i) such amount, times (ii) in the event such amount is denominated in Dollars, the daily average Federal Funds Rate Rate, or in the event such amount is denominated in an Alternative Currency, a rate equal to the cost to the applicable Issuing Lender of funding such amount, in each case, as determined by the Administrative Agent during the period from and including the date such payment is due 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. A certificate of the applicable such Issuing Lender with respect to any amounts owing under this Section shall be presumed correct conclusive in the absence of manifest error. With respect to payment to the applicable such Issuing Lender of the unreimbursed amounts described in this Section, if the L/C Participants receive notice that any such payment is due (A) prior to 2:00 12:00 p.m. on any Business Day, such payment shall be due that Business Day, and (B) after 2:00 12:00 p.m. on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at any time after the applicable any Issuing Lender has made payment under any Letter of Credit issued by it and has received from any L/C Participant its Revolving Credit Commitment Percentage of such payment in accordance with this Section, such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; 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 such Issuing Lender the portion thereof previously distributed by the such Issuing Lender to it. (d) Each L/C Participant’s obligation to purchase participating interests pursuant to 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 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 Article VI, (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 Credit 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.

L/C Participations. (a) The applicable Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the applicable Issuing Lender Lenders to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk, risk an undivided interest equal to such L/C Participant’s Revolving Credit Commitment Percentage in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the applicable each Issuing Lender that, if a draft is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay in Dollars to such the Administrative Agent for the account of the applicable Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to the Dollar Equivalent Amount (as determined by such Issuing Lender) of such L/C Participant’s Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. (b) Upon becoming aware of any amount required to be paid by any L/C Participant to the applicable 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, Credit issued by such Issuing Lender shall notify Lender, the Administrative Agent and shall notify each L/C Participant of the amount and due date of such required payment and such L/C Participant shall pay in Dollars to such Issuing Lender the Dollar Equivalent Amount (as determined by such Issuing Lender) of the amount specified on the applicable due date. If any such amount is paid to the Administrative Agent for the account of the applicable Issuing Lender after the date such payment is due, such L/C Participant shall pay to such the Administrative Agent for the account of the applicable Issuing Lender on demand, in addition to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Rate as determined by the Administrative Agent during the period from and including the date such payment is due 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. A certificate distributed by the Administrative Agent on behalf of the applicable Issuing Lender with respect to any amounts owing under this Section shall be presumed correct conclusive in the absence of manifest error. With respect to payment to the applicable Issuing Lender of the unreimbursed amounts described in this Section, if the L/C Participants receive notice that any such payment is due (A) prior to 2:00 1:00 p.m. on any Business Day, such payment shall be due that Business Day, and (B) after 2:00 1:00 p.m. on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at any time after the applicable Issuing Lender has made payment under any Letter of Credit issued by such Issuing Lender and has received from any L/C Participant its Revolving Credit Commitment Percentage of such payment in accordance with this Section, such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; 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 such Issuing Lender the portion thereof previously distributed by the such Issuing Lender to it.

L/C Participations. (ai) The applicable Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the applicable each Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such 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 Commitment Percentage Pro Rata Share in such each Issuing Lender’s obligations and rights under and in respect of each applicable Letter of Credit issued hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the applicable each Issuing Lender that, if a draft draw is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower through the application of Collections, a Revolving Credit Loan Borrowing or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit Commitment Percentage Pro Rata Share of the amount of such draft, or any part thereof, that which is not so reimbursed. Any such reimbursement by the L/C Participants of any Issuing Lender shall be deemed to be a Borrowing requested by the Borrower pursuant to Section 2.17(e). (bii) Upon becoming aware of any amount required to be paid by any L/C Participant to the applicable an Issuing Lender pursuant to Section 3.4(aclause (i) above in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit, such the applicable Issuing Lender shall notify the Administrative Agent and each L/C Participant of the amount and due date of such required payment and such L/C Participant shall pay to such Issuing Lender the amount specified on the applicable due datedate (which amount shall be payable in Dollars in the applicable amount determined in accordance with clause (i) above). If any such amount is paid to the applicable an Issuing Lender after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demandLender, in addition to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Rate as determined by the Administrative Agent during the period from and including the date such payment is due to the date on which such payment is immediately available to such the applicable Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. A certificate of the applicable Issuing Lender with respect to any amounts owing under this Section 2.17(d)(ii) shall be presumed correct conclusive in the absence of manifest error. With respect to payment to the applicable an Issuing Lender of the unreimbursed amounts described in this SectionSection 2.17(d)(ii), if the L/C Participants receive notice that any such payment is due (A) prior to 2:00 p.m. 1:00 P.M. (New York City time) on any Business Day, such payment shall be due that Business Day, and (B) after 2:00 p.m. 1:00 P.M. (New York City time) on any Business Day, such payment shall be due on the following Business Day. (ciii) Whenever, at any time after the applicable an Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its Revolving Credit Commitment Percentage Pro Rata Share of such payment in accordance with this SectionSection 2.17, such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the a Borrower or otherwise), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; providedprovided that, 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 such Issuing Lender the portion thereof previously distributed by the such Issuing Lender to it.

L/C Participations. (a) The applicable Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the applicable Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees (subject to clause (a) of the proviso to the initial sentence of Section 2.1 hereof) to accept and purchase and hereby accepts and purchases from such the 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 the Dollar Equivalent of such L/C Participant’s 's Revolving Credit Commitment Percentage in such the Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the applicable Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall (subject to clause (a) of the proviso to the initial sentence of Section 2.1 hereof) pay to such the Issuing Lender upon demand at such the Issuing Lender’s 's address for notices specified herein an amount equal to the Dollar Equivalent of such L/C Participant’s 's Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed; provided that with respect to any draft under any Letter of Credit, no Lender shall be required to fund more than its Revolving Credit Commitment Percentage of such draft. (b) Upon becoming aware of any amount required to be paid by any L/C Participant to the applicable 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, such the Issuing Lender shall notify the Administrative Agent and each L/C Participant by telecopier (or by telephone promptly confirmed by telecopier) of the amount and due date (which shall not be less than one (1) Business Day after the giving of such notice) of such required payment and such L/C Participant shall pay to such the Issuing Lender the amount specified on the applicable due date. If any such amount is paid to the applicable Issuing Lender after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demand, in addition to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Rate as determined by the Administrative Agent during the period from and including the date such payment is due to the date on which such payment is immediately available to such the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. A certificate of the applicable Issuing Lender with respect to any amounts owing under this Section 3.4(b) shall be presumed correct conclusive in the absence of manifest error. With respect to payment to the applicable Issuing Lender of the unreimbursed amounts described in this SectionSection 3.4(b) and subject to the second parenthetical of the first sentence of this subsection (b), if the L/C Participants receive notice that any such payment is due (A) prior to 2:00 1:00 p.m. (Charlotte time) on any Business Day, such payment shall be due that Business Day, and (B) after 2:00 1:00 p.m. (Charlotte time) on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at any time after the applicable Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its Revolving Credit Commitment Percentage of such payment in accordance with this SectionSection 3.4, such the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise), or any payment of interest on account thereof, such the Issuing Lender will promptly distribute to such L/C Participant its pro rata share thereof; provided, 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 such the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

L/C Participations. (a) The applicable Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the applicable each Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such 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 Commitment Percentage in such each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the applicable each Issuing Lender that, if a draft is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein the Dollar Equivalent of an amount equal to such L/C Participant’s Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. (b) Upon becoming aware of any amount required to be paid by any L/C Participant to the applicable 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, such Issuing Lender shall notify the Administrative Agent and each L/C Participant of the amount (expressed in Dollars) and due date of such required payment and such L/C Participant shall pay to such Issuing Lender in Dollars the amount specified on the applicable due date. If any such amount is paid to the applicable such Issuing Lender after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand, in addition to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Rate as determined by the Administrative Agent during the period from and including the date such payment is due 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. A certificate of the applicable such Issuing Lender with respect to any amounts owing under this Section shall be presumed correct conclusive in the absence of manifest error. With respect to payment to the applicable such Issuing Lender of the unreimbursed amounts described in this Section, if the L/C Participants receive notice that any such payment is due (A) prior to 2:00 1:00 p.m. Eastern time on any Business Day, such payment shall be due that Business Day, and (B) after 2:00 1:00 p.m. Eastern time on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at any time after the applicable any Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its Revolving Credit Commitment Percentage of such payment in accordance with this Section, such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; 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 such Issuing Lender the portion thereof previously distributed by the such Issuing Lender to it.

L/C Participations. (ai) The applicable Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the applicable each Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such 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 Commitment Percentage Pro Rata Share in such each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the applicable 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 through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an the Dollar Equivalent of the amount equal to such L/C Participant’s Revolving Credit Commitment Percentage Pro Rata Share of the amount of such draft, or any part thereof, that which is not so reimbursed. (bii) Upon becoming aware of any amount required to be paid by any L/C Participant to the applicable any Issuing Lender pursuant to Section 3.4(a2.03(e)(i) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of CreditCredit issued by it, such Issuing Lender shall notify the Administrative Agent of such unreimbursed amount, and the Administrative Agent shall notify each L/C Participant (with a copy to the applicable Issuing Lender) of the amount and due date of such required payment and such L/C Participant shall pay to the Administrative Agent (which, in turn shall pay such Issuing Lender Lender) the amount (expressed as the Dollar Equivalent thereof) specified on the applicable due date. If any such amount is paid to the applicable such Issuing Lender after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand, in addition to such amount, the product of (i) such amount, amount times (ii) the daily average Federal Funds Rate as determined by the Administrative Agent during the period from and including the date such payment is due to the date on which such payment is immediately available to such Issuing Lender, Lender times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. A certificate of the applicable such Issuing Lender with respect to any amounts owing under this Section 2.03 shall be presumed correct conclusive in the absence of manifest error. With respect to payment to the applicable such Issuing Lender of the unreimbursed amounts described in this SectionSection 2.03, if the L/C Participants receive notice that any such payment is due (A) prior to 2:00 1:00 p.m. (New York time) on any Business Day, such payment shall be due that Business Day, and (B) after 2:00 1:00 p.m. (New York time) on any Business Day, such payment shall be due on the following Business Day. (ciii) Whenever, at any time after the applicable any Issuing Lender has made payment under any Letter of Credit issued by it and has received from any L/C Participant its Revolving Credit Commitment Percentage Pro Rata Share of such payment in accordance with this SectionSection 2.03, such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, 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 such Issuing Lender the portion thereof previously distributed by the such Issuing Lender to it. (iv) Each L/C Participant’s obligation to make the payments referred to in Section 2.03(e)(ii) and to purchase participating interests pursuant to Section 2.03(d)(i) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Lender or the Borrower may have against the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of an Unmatured Default or Default or the failure to satisfy any of the other conditions specified in Section 4.03, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower or any other Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

L/C Participations. (a) The applicable Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the applicable each Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such 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 Commitment Percentage in such each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the applicable each Issuing Lender that, if a draft is paid under any Letter of Credit issued by each Issuing Lender for which such Issuing Lender is not reimbursed in full by the Borrower through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. Such payments shall be made in the same currency in which such Letter of Credit was issued. (b) Upon becoming aware of any amount required to be paid by any L/C Participant to the applicable 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 CreditCredit issued by it, such Issuing Lender shall notify the Administrative Agent of such unreimbursed amount and the Administrative Agent shall notify each L/C Participant (with a copy to the applicable Issuing Lender) of the amount amount, currency and due date of such required payment and such L/C Participant shall pay to the Administrative Agent (which, in turn, shall pay such Issuing Lender Lender) the amount specified on the applicable due datedate in the currency specified. If any such amount is paid to the applicable such Issuing Lender after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand, in addition to such amount, the product of (i) such amount, times (ii) in the event such amount is denominated in Dollars, the daily average Federal Funds Rate Rate, or in the event such amount is denominated in an Alternative Currency, a rate equal to the cost to the applicable Issuing Lender of funding such amount, in each case, as determined by the Administrative Agent during the period from and including the date such payment is due 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. A certificate of the applicable such Issuing Lender with respect to any amounts owing under this Section shall be presumed correct conclusive in the absence of manifest error. With respect to payment to the applicable such Issuing Lender of the unreimbursed amounts described in this Section, if the L/C Participants receive notice that any such payment is due (A) prior to 2:00 12:00 p.m. on any Business Day, such payment shall be due that Business Day, and (B) after 2:00 12:00 p.m. on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at any time after the applicable any Issuing Lender has made payment under any Letter of Credit issued by it and has received from any L/C Participant its Revolving Credit Commitment Percentage of such payment in accordance with this Section, such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; 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 such Issuing Lender the portion thereof previously distributed by the such Issuing Lender to it.

L/C Participations. (ai) The applicable Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the applicable Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such 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 Credit Commitment Percentage Pro Rata Share in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the applicable Issuing Lender that, if a draft draw is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower through the application of Collections, a Revolving Credit Loan Borrowing or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit Commitment Percentage Pro Rata Share of the amount of such draft, or any part thereof, that which is not so reimbursed. Any such reimbursement by the L/C Participants of the Issuing Lender shall be deemed to be a Borrowing requested by the Borrower pursuant to Section 2.17(e). (bii) Upon becoming aware of any amount required to be paid by any L/C Participant to the applicable Issuing Lender pursuant to Section 3.4(aclause (i) above in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit, such the Issuing Lender shall notify the Administrative Agent and each L/C Participant of the amount and due date of such required payment and such L/C Participant shall pay to such the Issuing Lender the amount specified on the applicable due datedate (which amount shall be payable in Dollars in the applicable amount determined in accordance with clause (i) above). If any such amount is paid to the applicable Issuing Lender after the date such payment is due, such L/C Participant shall pay to such the Issuing Lender on demandLender, in addition to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Rate as determined by the Administrative Agent during the period from and including the date such payment is due to the date on which such payment is immediately available to such the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. A certificate of the applicable Issuing Lender with respect to any amounts owing under this Section 2.17(d)(ii) shall be presumed correct conclusive in the absence of manifest error. With respect to payment to the applicable Issuing Lender of the unreimbursed amounts described in this SectionSection 2.17(d)(ii), if the L/C Participants receive notice that any such payment is due (A) prior to 2:00 p.m. 1:00 P.M. (New York City time) on any Business Day, such payment shall be due that Business Day, and (B) after 2:00 p.m. 1:00 P.M. (New York City time) on any Business Day, such payment shall be due on the following Business Day. (ciii) Whenever, at any time after the applicable Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its Revolving Credit Commitment Percentage Pro Rata Share of such payment in accordance with this SectionSection 2.17, such the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the a Borrower or otherwise), or any payment of interest on account thereof, such the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; providedprovided that, 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 such the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

L/C Participations. (ai) The applicable Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the applicable each Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such 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 Commitment Percentage Pro Rata Share in such each Issuing LenderL▇▇▇▇▇’s obligations and rights under and in respect of each Letter of Credit issued by it hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the applicable 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 through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an the Dollar Equivalent of the amount equal to such L/C Participant’s Revolving Credit Commitment Percentage Pro Rata Share of the amount of such draft, or any part thereof, that which is not so reimbursed. (bii) Upon becoming aware of any amount required to be paid by any L/C Participant to the applicable any Issuing Lender pursuant to Section 3.4(a2.03(e)(i) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of CreditCredit issued by it, such Issuing Lender shall notify the Administrative Agent of such unreimbursed amount, and the Administrative Agent shall notify each L/C Participant (with a copy to the applicable Issuing Lender) of the amount and due date of such required payment and such L/C Participant shall pay to the Administrative Agent (which, in turn shall pay such Issuing Lender Lender) the amount (expressed as the Dollar Equivalent thereof) specified on the applicable due date. If any such amount is paid to the applicable such Issuing Lender after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand, in addition to such amount, the product of (i) such amount, amount times (ii) the daily average Federal Funds Rate as determined by the Administrative Agent during the period from and including the date such payment is due to the date on which such payment is immediately available to such Issuing Lender, Lender times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. A certificate of the applicable such Issuing Lender with respect to any amounts owing under this Section 2.03 shall be presumed correct conclusive in the absence of manifest error. With respect to payment to the applicable such Issuing Lender of the unreimbursed amounts described in this SectionSection 2.03, if the L/C Participants receive notice that any such payment is due (A) prior to 2:00 1:00 p.m. (New York time) on any Business Day, such payment shall be due that Business Day, and (B) after 2:00 1:00 p.m. (New York time) on any Business Day, such payment shall be due on the following Business Day. (ciii) Whenever, at any time after the applicable any Issuing Lender has made payment under any Letter of Credit issued by it and has received from any L/C Participant its Revolving Credit Commitment Percentage Pro Rata Share of such payment in accordance with this SectionSection 2.03, such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, 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 such Issuing Lender the portion thereof previously distributed by the such Issuing Lender to it. (iv) Each L/C Participant’s obligation to make the payments referred to in ‎Section 2.03(e)(ii) and to purchase participating interests pursuant to Section 2.03(d)(i) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Lender or the Borrower may have against the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of an Unmatured Default or Default or the failure to satisfy any of the other conditions specified in Section 4.03, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower or any other Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

L/C Participations. (a) The applicable Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the applicable each Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such 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 Commitment Percentage in such each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the applicable 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 through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to the Dollar Amount of such L/C Participant’s Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. (b) Upon becoming aware of any amount required to be paid by any L/C Participant to the applicable 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, issued by it, such Issuing Lender shall notify the Administrative Agent of such unreimbursed amount and the Agent shall notify each L/C Participant (with a copy to the applicable Issuing Lender) of the amount and due date of such required payment and such L/C Participant shall pay to the Agent (which, in turn shall pay such Issuing Lender Lender) the amount specified on the applicable due date. If any such amount is paid to the applicable such Issuing Lender after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand, in addition to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Rate as determined by the Administrative Agent during the period from and including the date such payment is due 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. A certificate of the applicable such Issuing Lender with respect to any amounts owing under this Section shall be presumed correct conclusive in the absence of manifest error. With respect to payment to the applicable such Issuing Lender of the unreimbursed amounts described in this Section, if the L/C Participants receive notice that any such payment is due (A) prior to 2:00 1:00 p.m. on any Business Day, such payment shall be due that Business Day, and (B) after 2:00 1:00 p.m. on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at any time after the applicable any Issuing Lender has made payment under any Letter of Credit issued by it and has received from any L/C Participant its Revolving Credit Commitment Percentage of such payment in accordance with this Section, such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower Borrowers or otherwise), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; 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 such Issuing Lender the portion thereof previously distributed by the such Issuing Lender to it. (d) All payments made by any L/C Participant under this Section shall be made in Dollars (based upon the Dollar Amount of the applicable payment); provided that the Borrowers shall be liable for any currency exchange loss pursuant to the terms of Section 5.10(d).

L/C Participations. (a) The applicable Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the applicable each Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such 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 Commitment Percentage in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the applicable each Issuing Lender that, if a draft is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the US Borrower through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. (b) Upon becoming aware of any amount required to be paid by any L/C Participant to the applicable 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 CreditCredit issued by it, such Issuing Lender shall notify the Administrative Agent of such unreimbursed amount and the Administrative Agent shall notify each L/C Participant (with a copy to the applicable Issuing Lender) of the amount and due date of such required payment and such L/C Participant shall pay to the Administrative Agent (which, in turn, shall pay such Issuing Lender Lender) the amount specified on the applicable due date. If any such amount is paid to the applicable such Issuing Lender after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand, in addition to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Rate as determined by the Administrative Agent during the period from and including the date such payment is due 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. A certificate of the applicable such Issuing Lender with respect to any amounts owing under this Section shall be presumed correct conclusive in the absence of manifest error. With respect to payment to the applicable such Issuing Lender of the unreimbursed amounts described in this Section, if the L/C Participants receive notice that any such payment is due (A) prior to 2:00 1:00 p.m. on any Business Day, such payment shall be due that Business Day, and (B) after 2:00 1:00 p.m. on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at any time after the applicable any Issuing Lender has made payment under any Letter of Credit issued by it and has received from any L/C Participant its Revolving Credit Commitment Percentage of such payment in accordance with this Section, such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the US Borrower or otherwise), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; 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 such Issuing Lender the portion thereof previously distributed by the such Issuing Lender to it.

L/C Participations. (a) The applicable 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 applicable Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such 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, risk an undivided interest equal to such L/C Participant’s U. S. Facility Revolving Credit Loan Commitment Percentage or Canadian Facility Commitment Percentage, as applicable, (determined on the date of issuance of the relevant Letter of Credit) in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and or continued hereunder, the amount of each draft paid by such Issuing Lender thereunderthereunder and the obligations of the applicable Borrowers under this Agreement with respect thereto (although L/C Fees and related commissions shall be payable directly to the Administrative Agent or the Canadian Agent, as applicable, for the account of the applicable Issuing Lender and L/C Participants, as provided in Section 3.3 and the L/C Participants shall have no right to receive any portion of any facing fees with respect to any such Letters of Credit) and any security therefor or guaranty pertaining thereto. Each L/C Participant unconditionally and irrevocably agrees with the applicable such Issuing Lender that, if a draft is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the applicable Borrower through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. (b) Upon becoming aware of any amount required to be paid by any L/C Participant to the applicable 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, such Issuing Lender shall notify the Administrative Agent and each L/C Participant of the amount and due date of such required payment and such L/C Participant shall pay to such Issuing Lender the amount specified on the applicable due date. If any such amount is paid to the applicable Issuing Lender after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand, in addition to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Rate as determined by the Administrative Agent during the period from and including the date such payment is due 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. A certificate of the applicable Issuing Lender with respect to any amounts owing under this Section shall be presumed correct in the absence of manifest error. With respect to payment to the applicable Issuing Lender of the unreimbursed amounts described in this Section, if the L/C Participants receive notice that any such payment is due (A) prior to 2:00 p.m. on any Business Day, such payment shall be due that Business Day, and (B) after 2:00 p.m. on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at any time after the applicable Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its Revolving Credit Commitment Percentage of such payment in accordance with this Section, such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; 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 such Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.accordance with

L/C Participations. (a) The applicable U.S. Issuing Lender irrevocably agrees to grant and hereby grants to each U.S. L/C Participant, and, to induce the applicable U.S. Issuing 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 such the 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, risk an undivided interest equal to such U.S. L/C Participant’s U.S. Revolving Credit Commitment Percentage in such the U.S. Issuing Lender’s obligations and rights under and in respect of each U.S. Letter of Credit issued hereunder and the amount of each draft paid by such the U.S. Issuing Lender thereunder. Each U.S. L/C Participant unconditionally and irrevocably agrees with the applicable U.S. Issuing Lender that, if a draft is paid under any U.S. Letter of Credit for which such the U.S. Issuing Lender is not reimbursed in full by the U.S. Borrower through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such U.S. L/C Participant shall pay to such the Administrative Agent upon demand of the U.S. Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such U.S. L/C Participant’s U.S. Revolving Credit Commitment 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 the U.S. Issuing Lender. (b) Upon becoming aware of If any amount required to be paid by any U.S. L/C Participant to the applicable Administrative Agent for the account of the U.S. Issuing Lender pursuant to Section 3.4(a3.10(a) in respect of any unreimbursed portion of any payment made by such the U.S. Issuing Lender under any U.S. Letter of Credit, such Issuing Lender shall notify the Administrative Agent and each L/C Participant of the amount and due date of such required payment and such L/C Participant shall pay to such Issuing Lender the amount specified on the applicable due date. If any such amount Credit is paid to the applicable Administrative Agent for the account of the U.S. Issuing Lender within three Business Days after the date such payment is due, such U.S. L/C Participant shall pay to such the Administrative Agent for the account of the U.S. Issuing Lender on demand, in addition demand an amount equal to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate as determined by the Administrative Agent during the period from and including the date such payment is due 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 U.S. L/C Participant pursuant to Section 3.10(a) is not made available to the Administrative Agent for the account of the U.S. Issuing Lender by such U.S. L/C Participant within three Business Days after the date such payment is due, the 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 Base Rate Loans under the U.S. Revolving Facility. A certificate of the applicable U.S. Issuing Lender submitted to any U.S. L/C Participant with respect to any amounts owing under this Section shall be presumed correct conclusive in the absence of manifest error. With respect to payment to the applicable Issuing Lender of the unreimbursed amounts described in this Section, if the L/C Participants receive notice that any such payment is due (A) prior to 2:00 p.m. on any Business Day, such payment shall be due that Business Day, and (B) after 2:00 p.m. on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at any time after the applicable 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 Revolving Credit Commitment Percentage pro rata share of such payment in accordance with this SectionSection 3.10(a), such the Administrative Agent or the U.S. Issuing Lender receives any payment related to such U.S. Letter of Credit (whether directly from the U.S. Borrower or otherwise, including proceeds of collateral applied thereto by the U.S. Issuing Lender), or any payment of interest on account thereof, the Administrative Agent or the U.S. Issuing Lender, as the case may be, will distribute to such 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 the U.S. Issuing Lender, as the case may be, shall be required to be returned by the Administrative Agent or the U.S. Issuing Lender, such U.S. L/C Participant shall return to the Administrative Agent for the account of the U.S. Issuing Lender the portion thereof previously distributed to it by the Administrative Agent or the U.S. Issuing Lender, as the case may be. (d) The Canadian Issuing Lender irrevocably agrees to grant and hereby grants to each Canadian L/C Participant, and, to induce the Canadian Issuing Lender to issue Canadian Letters of Credit hereunder, each Canadian L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the 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 the 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 the Canadian Issuing Lender thereunder. Each Canadian L/C Participant unconditionally and irrevocably agrees with the Canadian Issuing Lender that, if a draft is paid under any Canadian Letter of Credit issued by the Canadian Issuing Lender for which the Canadian Issuing Lender is not reimbursed in full by the Canadian Borrower in accordance with the terms of this Agreement, such Canadian L/C Participant shall pay to the Canadian Administrative Agent upon demand of the Canadian Issuing Lender an amount in Canadian Dollars or Dollars, as applicable, equal to such Canadian L/C Participant’s Canadian Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. The Canadian Administrative Agent shall promptly forward such amounts to the Canadian Issuing Lender. (e) If any amount required to be paid by any Canadian L/C Participant to the Canadian Issuing Lender pursuant to Section 3.10(d) in respect of any unreimbursed portion of any payment made by the Canadian Issuing Lender under any Canadian Letter of Credit is paid to the Canadian Issuing Lender within three Business Days after the date such payment is due, the Canadian Issuing Lender shall so notify the Administrative Agent and the Canadian Administrative Agent who shall promptly notify the Canadian L/C Participants and each such Canadian L/C Participant shall pay to the Canadian Administrative Agent, for the account of the Canadian Issuing Lender, on demand (and thereafter the Canadian Administrative Agent shall promptly pay to the Canadian Issuing Lender) an amount equal to the product of (i) such amount, times (ii) the daily average interbank offered rate quoted by the Canadian Administrative Agent during the period from and including the date such payment is required to the date on which such payment is immediately available to the 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 Canadian Administrative Agent, for the account of the Canadian Issuing Lender, by such Canadian L/C Participant within three Business Days after the date such payment is due, the Canadian Administrative Agent, on behalf of the 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 and Canadian Prime Rate Loans under the Canadian Revolving Facility for amounts due in Canadian Dollars. A certificate of the Canadian 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 shall be conclusive in the absence of manifest error. (f) Whenever, at any time after the Canadian Issuing Lender has made payment under any Canadian Letter of Credit and has received from the Canadian Administrative Agent any Canadian L/C Participant’s pro rata share of such payment in accordance with Section 3.10(d), the Canadian Issuing Lender receives any payment related to such Canadian Letter of Credit (whether directly from the Canadian Borrower or otherwise, including proceeds of collateral applied thereto by the Canadian Issuing Lender), or any payment of interest on account thereof, the Canadian Issuing Lender will distribute to the Canadian Administrative Agent for the account of such Canadian L/C Participant (and thereafter, the Canadian 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 the Canadian Issuing Lender shall be required to be returned by the Canadian Issuing Lender, such Canadian L/C Participant shall return to the Canadian Administrative Agent for the account of the Canadian Issuing Lender the portion thereof previously distributed to it by the Canadian Issuing Lender or the Canadian Administrative Agent, as the case may be. (g) Each Replacement Issuing Lender under any Replacement Revolving Facility irrevocably agrees to grant and hereby grants to each Replacement L/C Participant under such Replacement Revolving Facility, and, to induce such Replacement Issuing Lender to issue Replacement Letters of Credit under such Replacement Revolving Facility, each such Replacement L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Replacement Issuing Lender, on the terms and conditions hereinafter stated, for such Replacement L/C Participant’s own account and risk, an undivided interest equal to such Replacement L/C Participant’s Replacement Revolving Credit Percentage under such Replacement Revolving Facility in such Replacement Issuing Lender’s obligations and rights under each Replacement Letter of Credit issued by such Replacement Issuing Lender under such Replacement Revolving Facility and the amount of each draft paid by such Replacement Issuing Lender thereunder. Each Replacement L/C Participant under any Replacement Revolving Facility unconditionally and irrevocably agrees with the Replacement Issuing Lender under such Replacement Revolving Facility that, if a draft is paid under any Replacement Letter of Credit issued by such Replacement Issuing Lender under such Replacement Revolving Facility for which such Replacement Issuing Lender is not reimbursed in full by the Borrower under such Replacement Revolving Facility in accordance with the terms of this Agreement, such Replacement L/C Participant shall pay to the Administrative Agent (in the case of a Replacement Letter of Credit under a Replacement Revolving Facility of the U.S. Borrower) or Canadian Administrative Agent (in the case of a Replacement Letter of Credit under a Replacement Revolving Facility of the Canadian Borrower) upon demand of the applicable Replacement Issuing Lender an amount in the currency in which such Replacement Letter of Credit was denominated equal to such Replacement L/C Participant’s Replacement Revolving Credit Percentage under such Replacement Revolving Facility of the amount of such draft, or any part thereof, that is not so reimbursed. The Administrative Agent or Canadian Administrative Agent, as applicable, shall promptly forward such amounts to the applicable Replacement Issuing Lender. (h) If any amount required to be paid by any Replacement L/C Participant under any Replacement Revolving Facility to the Replacement Issuing Lender under such Replacement Revolving Facility pursuant to Section 3.10(g) in respect of any unreimbursed portion of any payment made by such Replacement Issuing Lender under any such Replacement Letter of Credit is paid to such Replacement Issuing Lender within three Business Days after the date such payment is due, such Replacement Issuing Lender shall so notify the Administrative Agent and, in the case of a Replacement Letter of Credit under any Replacement Revolving Facility of the Canadian Borrower, the Canadian Administrative Agent who shall promptly notify the Replacement L/C Participants under such Replacement Revolving Facility and each such Replacement L/C Participant shall pay to the Administrative Agent (in the case of a Replacement Letter of Credit under a Replacement Revolving Facility of the U.S. Borrower) or Canadian Administrative Agent (in the case of a Replacement Letter of Credit under a Replacement Revolving Facility of the Canadian Borrower), for the account of such Replacement Issuing Lender, on demand (and thereafter the Administrative Agent or Canadian Administrative Agent, respectively, shall promptly pay to such Replacement Issuing Lender) an amount equal to the product of (i) such amount, times (ii) the daily average interbank offered rate quoted by the Administrative Agent or Canadian Administrative Agent, respectively, during the period from and including the date such payment is required to the date on which such payment is immediately available to such Replacement 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 Replacement L/C Participant under any Replacement Revolving Facility pursuant to Section 3.10(d) is not made available to the Administrative Agent or Canadian Administrative Agent, as applicable, for the account of the Replacement Issuing Lender under such Replacement Revolving Facility, by such Replacement L/C Participant within three Business Days after the date such payment is due, the Administrative Agent or Canadian Administrative Agent, respectively, on behalf of such Replacement Issuing Lender, shall be entitled to recover from such Replacement 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 such Replacement Revolving Facility for amounts due in Dollars and Canadian Prime Rate Loans under such Replacement Revolving Facility for amounts due in Canadian Dollars. A certificate of the Administrative Agent (in the case of a Replacement Letter of Credit under a Replacement Revolving Facility of the U.S. Borrower) or Canadian Administrative Agent (in the case of a Replacement Letter of Credit under a Replacement Revolving Facility of the Canadian Borrower) on behalf of such Replacement Issuing Lender submitted to any Replacement L/C Participant under such Replacement Revolving Facility with respect to any such amounts owing under this Section shall be conclusive in the absence of manifest error. (i) Whenever, at any time after the Replacement Issuing Lender under any Replacement Revolving Facility has made payment under any Replacement Letter of Credit under such Replacement Revolving Facility and has received from the Administrative Agent (in the case of a Replacement Letter of Credit under a Replacement Revolving Facility of the U.S. Borrower) or Canadian Administrative Agent (in the case of a Replacement Letter of Credit under a Replacement Revolving Facility of the Canadian Borrower) any Replacement L/C Participant’s pro rata share of such payment in accordance with Section 3.10(g), such Replacement Issuing Lender receives any payment related to such Replacement Letter of Credit (whether directly from the Borrower under such Replacement Revolving Facility or otherwise, including proceeds of collateral applied thereto by such Replacement Issuing Lender), or any payment of interest on account thereof, such Replacement Issuing Lender will distribute to the Administrative Agent (in the case of a Replacement Letter of Credit under a Replacement Revolving Facility of the U.S. Borrower) or Canadian Administrative Agent (in the case of a Replacement Letter of Credit under a Replacement Revolving Facility of the Canadian Borrower) for the account of such Replacement L/C Participant (and thereafter, the Administrative Agent or Canadian Administrative Agent, as applicable, will promptly distribute to such Replacement L/C Participant) its pro rata share thereof; provided, however, that in the event that any such payment received by such Replacement Issuing Lender shall be required to be returned by such Replacement Issuing Lender, such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.Replace

L/C Participations. (a) The applicable Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the applicable each Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such 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 Commitment Percentage in such each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the applicable 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 through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to the Dollar Amount of such L/C Participant’s Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. (b) Upon becoming aware of any amount required to be paid by any L/C Participant to the applicable 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, issued by it, such Issuing Lender shall notify the Administrative Agent of such unreimbursed amount and the Agent shall notify each L/C Participant (with a copy to the applicable Issuing Lender) of the amount and due date of such required payment and such L/C Participant shall pay to the Agent (which, in turn shall pay such Issuing Lender Lender) the amount specified on the applicable due date. If any such amount is paid to the applicable such Issuing Lender after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand, in addition to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Rate as determined by the Administrative Agent during the period from and including the date such payment is due 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. A certificate of the applicable such Issuing Lender with respect to any amounts owing under this Section shall be presumed correct conclusive in the absence of manifest error. With respect to payment to the applicable such Issuing Lender of the unreimbursed amounts described in this Section, if the L/C Participants receive notice that any such payment is due (A) prior to 2:00 1:00 p.m. on any Business Day, such payment shall be due that Business Day, and (B) after 2:00 1:00 p.m. on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at any time after the applicable any Issuing Lender has made payment under any Letter of Credit issued by it and has received from any L/C Participant its Revolving Credit Commitment Percentage of such payment in accordance with this Section, such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; 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 such Issuing Lender the portion thereof previously distributed by the such Issuing Lender to it. (d) All payments made by any L/C Participant under this Section shall be made in Dollars (based upon the Dollar Amount of the applicable payment); provided that the Borrower shall be liable for any currency exchange loss pursuant to the terms of Section 5.10(d).

L/C Participations. (ai) The applicable Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the applicable each Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such 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 Commitment Percentage Pro Rata Share in such each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the applicable 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 through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an the Dollar Equivalent of the amount equal to such L/C Participant’s Revolving Credit Commitment Percentage Pro Rata Share of the amount of such draft, or any part thereof, that which is not so reimbursed. (bii) Upon becoming aware of any amount required to be paid by any L/C Participant to the applicable any Issuing Lender pursuant to Section 3.4(a2.03(e)(i) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of CreditCredit issued by it, such Issuing Lender shall notify the Administrative Agent of such unreimbursed amount, and the Administrative Agent shall notify each L/C Participant (with a copy to the applicable Issuing Lender) of the amount and due date of such required payment and such L/C Participant shall pay to the Administrative Agent (which, in turn shall pay such Issuing Lender Lender) the amount (expressed as the Dollar Equivalent thereof) specified on the applicable due date. If any such amount is paid to the applicable such Issuing Lender after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand, in addition to such amount, the product of (i) such amount, amount times (ii) the daily average Federal Funds Rate as determined by the Administrative Agent during the period from and including the date such payment is due to the date on which such payment is immediately available to such Issuing Lender, Lender times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. A certificate of the applicable such Issuing Lender with respect to any amounts owing under this Section 2.03 shall be presumed correct conclusive in the absence of manifest error. With respect to payment to the applicable such Issuing Lender of the unreimbursed amounts described in this SectionSection 2.03, if the L/C Participants receive notice that any such payment is due (A) prior to 2:00 1:00 p.m. (New York time) on any Business Day, such payment shall be due that Business Day, and (B) after 2:00 1:00 p.m. (New York time) on any Business Day, such payment shall be due on the following Business Day. (ciii) Whenever, at any time after the applicable any Issuing Lender has made payment under any Letter of Credit issued by it and has received from any L/C Participant its Revolving Credit Commitment Percentage Pro Rata Share of such payment in accordance with this SectionSection 2.03, such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, 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 such Issuing Lender the portion thereof previously distributed by the such Issuing Lender to it. (iv) Each L/C Participant’s obligation to make the payments referred to in ‎Section 2.03(e)(ii) and to purchase participating interests pursuant to Section 2.03(d)(i) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Lender or the Borrower may have against the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of an Unmatured Default or Default or the failure to satisfy any of the other conditions specified in Section 4.03, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower or any other Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

L/C Participations. (a) The applicable Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the applicable each Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such 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 Commitment Percentage in such each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the applicable 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 through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. (b) Upon becoming aware of any amount required to be paid by any L/C Participant to the applicable 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, issued by it, such Issuing Lender shall notify the Administrative Agent of such unreimbursed amount and the Administrative Agent shall notify each L/C Participant (with a copy to the applicable Issuing Lender) of the amount and due date of such required payment and such L/C Participant shall pay to the Administrative Agent (which, in turn shall pay such Issuing Lender Lender) the amount specified on the applicable due date. If any such amount is paid to the applicable such Issuing Lender after the date such payment is due, such L/C Participant shall pay to the Administrative Agent, which in turn shall pay such Issuing Lender on demand, in addition to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Rate as determined by the Administrative Agent during the period from and including the date such payment is due 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, plus any administrative, processing or similar fees customarily charged by such Issuing Lender in connection with the foregoing. A certificate of the applicable such Issuing Lender with respect to any amounts owing under this Section shall be presumed correct conclusive in the absence of manifest error. With respect to payment to the applicable such Issuing Lender of the unreimbursed amounts described in this Section, if the L/C Participants receive notice that any such payment is due (A) prior to 2:00 1:00 p.m. on any Business Day, such payment shall be due that Business Day, and (B) after 2:00 1:00 p.m. on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at any time after the applicable any Issuing Lender has made payment under any Letter of Credit issued by it and has received from any L/C Participant its Revolving Credit Commitment Percentage of such payment in accordance with this Section, such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower Administrative Agent or otherwise), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; 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, which shall in turn pay to such Issuing Lender Lender, the portion thereof previously distributed by the such Issuing Lender to it. (d) Each L/C Participant’s obligation to make the Revolving Credit Loans and to purchase participating interests pursuant to this Section 3.4 or Section 3.5, as applicable, shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Lender or the Borrower may have against the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Article V, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower or any other Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

L/C Participations. (a) The applicable Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the applicable such Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions hereinafter statedset forth below, for such L/C Participant’s own account and risk, risk an undivided interest equal to such L/C Participant’s Revolving Credit Commitment Percentage in such each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by 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 the applicable 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 through a Revolving Credit Loan or otherwise TMP in accordance with the terms of this Agreement, the related Reimbursement Obligation shall be converted to Dollars pursuant to Section 2.11 and such L/C Participant shall pay to the Administrative Agent upon demand of such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit Commitment 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 the relevant Issuing Lender. (b) Upon becoming aware of If any amount required to be paid by any L/C Participant to the applicable Administrative Agent for the account of such Issuing Lender pursuant to Section 3.4(a2.10(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit, such Issuing Lender shall notify the Administrative Agent and each L/C Participant of the amount and due date of such required payment and such L/C Participant shall pay to such Issuing Lender the amount specified on the applicable due date. If any such amount Credit is paid to the applicable Administrative Agent for the account of such Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender on demand, in addition demand an amount equal to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate as determined by the Administrative Agent during the period from and including the date such payment is due 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 elapsed during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 2.10(a) is not made available to the Administrative Agent for the account of the relevant Issuing Lender by such L/C Participant within three 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 Alternate Base Rate Loans under the Revolving Facility. A certificate of the applicable such Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be presumed correct conclusive in the absence of manifest error. With respect to payment to the applicable Issuing Lender of the unreimbursed amounts described in this Section, if the L/C Participants receive notice that any such payment is due (A) prior to 2:00 p.m. on any Business Day, such payment shall be due that Business Day, and (B) after 2:00 p.m. on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at any time after the applicable an Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its Revolving Credit Commitment Percentage pro rata share of such payment in accordance with this SectionSection 2.10(a), the Administrative Agent or such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower TMP 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 Lender, as the case may be, will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by Administrative Agent or such Issuing Lender 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. (d) Each L/C Participant’s obligation to purchase participating interests pursuant to Section 2.10(b) 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 TMP may have against any Issuing Lender, TMP 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 7; (iii) any adverse change in the condition (financial or otherwise) of each 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 (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing, provided, however, that no L/C Participant shall be required to purchase participations pursuant to this Section 2.10 if, as a result thereof, its Revolving Extensions of Credit will exceed its Commitment then in effect or in effect immediately preceding its termination.

L/C Participations. (a) The applicable Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the applicable Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk, an undivided interest equal to such L/C Participant’s Revolving Credit Commitment Percentage in Pro Rata Share of such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the applicable Issuing Lender that, if a draft is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower through a Revolving Credit Syndicated Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender in the applicable Permitted Currency upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit Commitment Percentage Pro Rata Share of the amount of such draft, or any part thereof, that which is not so reimbursed. (b) Upon becoming aware of any amount required to be paid by any L/C Participant to the applicable Issuing Lender pursuant to Section 3.4(a2A.04(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit, such Issuing Lender shall notify the Administrative Agent and each L/C Participant of the amount and due date of such required payment and such L/C Participant shall pay to such Issuing Lender in the applicable Permitted Currency the amount specified on the applicable due date. If any such amount is paid to the applicable Issuing Lender after the date such payment is due, such L/C Participant shall pay to such Issuing Lender in the applicable Permitted Currency on demand, in addition to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Rate as determined by the Administrative Agent during the period from and including the date such payment is due 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. A certificate of the applicable Issuing Lender with respect to any amounts owing under this Section 2A.04 shall be presumed correct conclusive in the absence of manifest error. With respect to payment to the applicable Issuing Lender of the unreimbursed amounts described in this SectionSection 2A.04, if the L/C Participants receive notice that any such payment is due (A) prior to 2:00 1:00 p.m. (Charlotte, North Carolina time) on any Business Day, such payment shall be due that Business Day, and (B) after 2:00 1:00 p.m. (Charlotte, North Carolina time) on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at any time after the applicable Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its Revolving Credit Commitment Percentage Pro Rata Share of such payment in accordance with this SectionSection 2A.04, such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share Pro Rata Share thereof; 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 such the applicable Issuing Lender the portion thereof previously distributed by the such Issuing Lender to it.

L/C Participations. (a) The applicable Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the applicable Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the 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 Credit 's Commitment Percentage in such the Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the applicable Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to such the Administrative Agent for the account of the Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein demand, and upon one (1) Business Day's notice, an amount equal to such L/C Participant’s Revolving Credit 's Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed, which payment shall constitute a Base Rate Loan by such L/C Participant to the Borrower as provided in Section 2A.5. (b) Upon becoming aware of any amount required to be paid by any L/C Participant to the applicable Administrative Agent for the account of the Issuing Lender pursuant to Section 3.4(a2A.4(a) in respect of any unreimbursed portion of any payment made by such the Issuing Lender under any Letter of Credit, such the Issuing Lender shall notify the Administrative Agent and who, in turn, shall notify each L/C Participant of the amount and due date of such required payment and such L/C Participant shall pay to such the Administrative Agent for the account of the Issuing Lender the amount specified on the applicable due date. If any such amount is paid to the applicable Administrative Agent for the account of the Issuing Lender after the date such payment is due, upon one (1) Business Day's notice such L/C Participant shall pay to such the Administrative Agent for the account of the Issuing Lender on demandLender, in addition to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Rate as determined by the Administrative Agent during the period from and including the date such payment is due to the date on which such payment is immediately available to such the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. A certificate of the applicable Issuing Lender with respect to any amounts owing under this Section shall be presumed correct conclusive in the absence of manifest error. With respect to payment to the applicable Administrative Agent for the account of the Issuing Lender of the unreimbursed amounts described in this SectionSection 2A.4(b), if the L/C Participants receive notice that any such payment is due (A) prior to 2:00 p.m. on any Business Day, such payment shall be due that Business Day, and (B) after 2:00 p.m. on any Business Daydue, such payment shall be due on the following Business Day. (c) Whenever, at any time after the applicable Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its Revolving Credit Commitment Percentage of such payment in accordance with this SectionSection 2A.4, such the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise), or any payment of interest on account thereof, such the Issuing Lender will promptly distribute to such L/C Participant its pro rata share thereof; provided, 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 such the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

L/C Participations. (a) The applicable Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the applicable each Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such 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 Commitment Percentage in such each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the applicable 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 through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. (b) Upon becoming aware of any amount required to be paid by any L/C Participant to the applicable 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, issued by it, such Issuing Lender shall notify the Administrative Agent of such unreimbursed amount and the Administrative Agent shall notify each L/C Participant (with a copy to the applicable Issuing Lender) of the amount and due date of such required payment and such L/C Participant shall pay to the Administrative Agent (which, in turn shall pay such Issuing Lender Lender) the amount specified on the applicable due date. If any such amount is paid to the applicable such Issuing Lender after the date such payment is due, such L/C Participant shall pay to the Administrative Agent, which in turn shall pay such Issuing Lender on demand, in addition to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Overnight Rate as determined by the Administrative Agent during the period from and including the date such payment is due 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, plus any administrative, processing or similar fees customarily charged by such Issuing Lender in connection with the foregoing. A certificate of the applicable such Issuing Lender with respect to any amounts owing under this Section shall be presumed correct conclusive in the absence of manifest error. With respect to payment to the applicable such Issuing Lender of the unreimbursed amounts described in this Section, if the L/C Participants receive notice that any such payment is due (A) prior to 2:00 1:00 p.m. on any Business Day, such payment shall be due that Business Day, and (B) after 2:00 1:00 p.m. on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at any time after the applicable any Issuing Lender has made payment under any Letter of Credit issued by it and has received from any L/C Participant its Revolving Credit Commitment Percentage of such payment in accordance with this Section, such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower Administrative Agent or otherwise), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; 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, which shall in turn pay to such Issuing Lender Lender, the portion thereof previously distributed by the such Issuing Lender to it. (d) Each L/C Participant’s obligation to make the Revolving Credit Loans and to purchase participating interests pursuant to this Section 3.4 or Section 3.5, as applicable, shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Lender or the Borrower may have against the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Article V, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower or any other Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

L/C Participations. (a) The applicable Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the applicable each Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such 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 Commitment Percentage in such each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the applicable 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 through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. (b) Upon becoming aware of any amount required to be paid by any L/C Participant to the applicable 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, issued by it, such Issuing Lender shall notify the Administrative Agent of such unreimbursed amount and the Administrative Agent shall notify each L/C Participant (with a copy to the applicable Issuing Lender) of the amount and due date of such required payment and such L/C Participant shall pay to the Administrative Agent (which, in turn shall pay such Issuing Lender Lender) the amount specified on the applicable due date. If any such amount is paid to the applicable such Issuing Lender after the date such payment is due, such L/C Participant shall pay to the Administrative Agent, which in turn shall pay such Issuing Lender on demand, in addition to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Rate as determined by the Administrative Agent during the period from and including the date such payment is due 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. A certificate of the applicable Issuing Lender with respect to any amounts owing under this Section shall be presumed correct in the absence of manifest error. With respect to payment to the applicable Issuing Lender of the unreimbursed amounts described in this Section, if the L/C Participants receive notice that any such payment is due (A) prior to 2:00 p.m. on any Business Day, such payment shall be due that Business Day, and (B) after 2:00 p.m. on any Business Day, such payment shall be due on the following Business Day.number (c) Whenever, at any time after the applicable any Issuing Lender has made payment under any Letter of Credit issued by it and has received from any L/C Participant its Revolving Credit Commitment Percentage of such payment in accordance with this Section, such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower Administrative Agent or otherwise), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; 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, which shall in turn pay to such Issuing Lender Lender, the portion thereof previously distributed by the such Issuing Lender to it. (d) Each L/C Participant’s obligation to make the Revolving Credit Loans and to purchase participating interests pursuant to this Section 3.4 or Section 3.5, as applicable, shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Lender or the Borrower may have against the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Article V, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower or any other Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

L/C Participations. (ai) The applicable Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the applicable each Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such 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 Commitment Percentage Pro Rata Share in such each Issuing Lender▇▇▇▇▇▇’s obligations and rights under and in respect of each Letter of Credit issued by it hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the applicable 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 through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit Commitment Percentage Pro Rata Share of the amount of such draft, or any part thereof, that which is not so reimbursed. (bii) Upon becoming aware of any amount required to be paid by any L/C Participant to the applicable any Issuing Lender pursuant to Section 3.4(a2.03(d)(i) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of CreditCredit issued by it, such Issuing Lender shall notify the Administrative Agent of such unreimbursed amount, and the Administrative Agent shall notify each L/C Participant (with a copy to the applicable Issuing Lender) of the amount and due date of such required payment and such L/C Participant shall pay to the Administrative Agent (which, in turn shall pay such Issuing Lender Lender) the amount specified on the applicable due date. If any such amount is paid to the applicable such Issuing Lender after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand, in addition to such amount, the product of (i) such amount, amount times (ii) the daily average Federal Funds Rate as determined by the Administrative Agent during the period from and including the date such payment is due to the date on which such payment is immediately available to such Issuing Lender, Lender times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. A certificate of the applicable such Issuing Lender with respect to any amounts owing under this Section 2.03 shall be presumed correct conclusive in the absence of manifest error. With respect to payment to the applicable such Issuing Lender of the unreimbursed amounts described in this SectionSection 2.03, if the L/C Participants receive notice that any such payment is due (A) prior to 2:00 1:00 p.m. (Pacific time) on any Business Day, such payment shall be due that Business Day, and (B) after 2:00 1:00 p.m. (Pacific time) on any Business Day, such payment shall be due on the following Business Day. (ciii) Whenever, at any time after the applicable any Issuing Lender has made payment under any Letter of Credit issued by it and has received from any L/C Participant its Revolving Credit Commitment Percentage Pro Rata Share of such payment in accordance with this SectionSection 2.03, such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, 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 such Issuing Lender the portion thereof previously distributed by the such Issuing Lender to it. (iv) Each L/C Participant’s obligation to make the payments referred to in Section 2.03(e)(ii) and to purchase participating interests pursuant to Section 2.03(d)(i) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Lender or the Borrower may have against the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of an Unmatured Default or Default or the failure to satisfy any of the other conditions specified in Section 4.02, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower or any other Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

L/C Participations. (a) The applicable Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the applicable each Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such 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 Commitment Percentage in such each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the applicable 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 through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. (b) Upon becoming aware of any amount required to be paid by any L/C Participant to the applicable 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, issued by it, such Issuing Lender shall notify the Administrative Agent of such unreimbursed amount and the Administrative Agent shall notify each L/C Participant (with a copy to the applicable Issuing Lender) of the amount and due date of such required payment and such L/C Participant shall pay to such Issuing Lender the amount specified on the applicable due date. If any such amount is paid to the applicable Issuing Lender after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand, in addition to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Rate as determined by the Administrative Agent during the period from and including the date such payment is due 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. A certificate of the applicable Issuing Lender with respect to any amounts owing under this Section shall be presumed correct in the absence of manifest error. With respect to payment to the applicable Issuing Lender of the unreimbursed amounts described in this Section, if the L/C Participants receive notice that any such payment is due (A) prior to 2:00 p.m. on any Business Day, such payment shall be due that Business Day, and (B) after 2:00 p.m. on any Business Day, such payment shall be due on the following Business Day.shall (c) Whenever, at any time after the applicable any Issuing Lender has made payment under any Letter of Credit issued by it and has received from any L/C Participant its Revolving Credit Commitment Percentage of such payment in accordance with this Section, such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; 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 such Issuing Lender the portion thereof previously distributed by the such Issuing Lender to it. (d) Each L/C Participant’s obligation to make the Revolving Credit Loans referred to in Section 3.4(b) and to purchase participating interests pursuant to 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 Revolving Credit Lender or Borrower may have against the Issuing Lender, 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 Article VI, (iii) any adverse change in the condition (financial or otherwise) of Borrower, (iv) any breach of this Agreement or any other Loan Document by Borrower, any other Credit Party or any other Revolving Credit Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

L/C Participations. (a1) The applicable Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the applicable each Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such 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 Commitment Percentage in such each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the applicable 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 through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. (b2) Upon becoming aware of any amount required to be paid by any L/C Participant to the applicable 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 CreditCredit issued by it, such Issuing Lender shall notify the Administrative Agent of such unreimbursed amount and the Administrative Agent shall notify each L/C Participant (with a copy to the applicable Issuing Lender) of the amount and due date of such required payment and such L/C Participant shall pay to the Administrative Agent (which, in turn shall pay such Issuing Lender Lender) the amount specified on the applicable due date. If any such amount is paid to the applicable such Issuing Lender after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand, in addition to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Rate as determined by the Administrative Agent during the period from and including the date such payment is due 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. A certificate of the applicable such Issuing Lender with respect to any amounts owing under this Section shall be presumed correct conclusive in the absence of manifest error. With respect to payment to the applicable such Issuing Lender of the unreimbursed amounts described in this Section, if the L/C Participants receive notice that any such payment is due (A) prior to 2:00 1:00 p.m. on any Business Day, such payment shall be due that Business Day, and (B) after 2:00 1:00 p.m. on any Business Day, such payment shall be due on the following Business Day. (c3) Whenever, at any time after the applicable any Issuing Lender has made payment under any Letter of Credit issued by it and has received from any L/C Participant its Revolving Credit Commitment Percentage of such payment in accordance with this Section, such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower US Borrowers or otherwise), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; 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 such Issuing Lender the portion thereof previously distributed by the such Issuing Lender to it.

L/C Participations. (a) The applicable Each US Issuing Lender irrevocably agrees to grant and hereby grants to each US L/C Participant, and, to induce the applicable each US Issuing Lender to issue US Letters of Credit hereunder, each US L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each US Issuing Lender, on the terms and conditions hereinafter stated, for such US L/C Participant’s own account and risk, an undivided interest equal to such US L/C Participant’s US Revolving Credit Commitment Percentage in such each US Issuing Lender’s obligations and rights under and in respect of each US Letter of Credit issued by such US Issuing Lender hereunder and the amount of each draft paid by such US Issuing Lender thereunder. Each US L/C Participant unconditionally and irrevocably agrees with the applicable each US Issuing Lender that, if a draft is paid under any US Letter of Credit issued by such US Issuing Lender for which such US Issuing Lender is not reimbursed in full by the US Borrower through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such US L/C Participant shall pay to the Administrative Agent for the account of such US Issuing Lender upon demand at such US Issuing Lender’s address for notices specified herein (and thereafter the Administrative Agent shall promptly pay to such US Issuing Lender) an amount equal to such US L/C Participant’s US Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each US L/C Participant’s obligation to pay such amount 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 US L/C Participant may have against the US Issuing Lender, the US 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 either Borrower, (iv) any breach of this Agreement or any other Loan Document by either Borrower, any other Loan Party or any other US L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (b) Upon becoming aware of If any amount required to be paid by any US L/C Participant to the applicable an US Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such US Issuing Lender under any US Letter of Credit, such Issuing Lender shall notify the Administrative Agent and each L/C Participant of the amount and due date of such required payment and such L/C Participant shall pay to such Issuing Lender the amount specified on the applicable due date. If any such amount Credit is paid to the applicable such US Issuing Lender within three Business Days after the date such payment is due, the US Issuing Lender shall so notify the Administrative Agent, who shall promptly notify the US L/C Participants and each such US L/C Participant shall pay to such the Administrative Agent, for the account of the US Issuing Lender on demand, in addition demand (and thereafter the Administrative Agent shall promptly pay to such amount, the US Issuing Lender) an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate as determined by the Administrative Agent during the period from and including the date such payment is due required to the date on which such payment is immediately available to such US Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any US L/C Participant pursuant to Section 3.4(a) is not made available to the Administrative Agent, for the account of such US Issuing Lender, by such US L/C Participant within three Business Days after the date such payment is due, the Administrative Agent, on behalf of such US Issuing Lender shall be entitled to recover from such US L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Base Rate Loans under the US Revolving Credit Facility. A certificate of the applicable Administrative Agent on behalf of such US Issuing Lender submitted to any US L/C Participant with respect to any such amounts owing under this Section shall be presumed correct conclusive in the absence of manifest error. With respect to payment to the applicable Issuing Lender of the unreimbursed amounts described in this Section, if the L/C Participants receive notice that any such payment is due (A) prior to 2:00 p.m. on any Business Day, such payment shall be due that Business Day, and (B) after 2:00 p.m. on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at any time after the applicable any US Issuing Lender has made payment under any US Letter of Credit and has received from the Administrative Agent any US L/C Participant its Revolving Credit Commitment Percentage Participant’s pro rata share of such payment in accordance with this SectionSection 3.4(a), such US Issuing Lender receives any payment related to such US Letter of Credit (whether directly from the US Borrower or otherwise, including proceeds of collateral applied thereto by such US Issuing Lender), or any payment of interest on account thereof, such US Issuing Lender will distribute to the Administrative Agent for the account of such US L/C Participant (and thereafter, the Administrative Agent will promptly distribute to such US L/C Participant) its pro rata share thereof; provided, however, that in the event that any such payment received by such US Issuing Lender shall be required to be returned by such US Issuing Lender, such US L/C Participant shall return to the Administrative Agent for the account of such US Issuing Lender the portion thereof previously distributed by the such US Issuing Lender to it. (d) Each Canadian Issuing Lender irrevocably agrees to grant and hereby grants to each Canadian L/C Participant, and, to induce each Canadian Issuing Lender to issue Canadian Letters of Credit hereunder, each Canadian L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each Canadian Issuing Lender, on the terms and conditions hereinafter stated, for such Canadian L/C Participant’s own account and risk, an undivided interest equal to such Canadian L/C Participant’s Canadian Revolving Credit Percentage in each Canadian Issuing Lender’s obligations and rights under each Canadian Letter of Credit issued by such Canadian Issuing Lender hereunder and the amount of each draft paid by such Canadian Issuing Lender thereunder. Each Canadian L/C Participant unconditionally and irrevocably agrees with each Canadian Issuing Lender that, if a draft is paid under any Canadian Letter of Credit issued by such Canadian Issuing Lender for which such Canadian Issuing Lender is not reimbursed in full by the Canadian Borrower in accordance with the terms of this Agreement, such Canadian L/C Participant shall pay to the Canadian Agent for the account of such Canadian Issuing Lender upon demand at such Canadian Issuing Lender’s address for notices specified herein (and thereafter the Canadian Agent shall promptly pay to such Canadian Issuing Lender) an amount equal to such Canadian L/C Participant’s Canadian Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each Canadian L/C Participant’s obligation to pay such amount 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 Canadian L/C Participant may have against the Canadian Issuing Lender, the Canadian 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 either Borrower, (iv) any breach of this Agreement or any other Loan Document by either Borrower, any other Loan Party or any other Canadian L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (e) If any amount required to be paid by any Canadian L/C Participant to a Canadian Issuing Lender pursuant to Section 3.4(d) in respect of any unreimbursed portion of any payment made by such Canadian Issuing Lender under any Canadian Letter of Credit is paid to such Canadian Issuing Lender within three Business Days after the date such payment is due, the Canadian Issuing Lender shall so notify the Administrative Agent and the Canadian Agent who shall promptly notify the Canadian L/C Participants and each such Canadian L/C Participant shall pay to the Canadian Agent, for the account of the Canadian Issuing Lender on demand (and thereafter the Canadian Agent shall promptly pay to the Canadian Issuing Lender) an amount equal to the product of (i) such amount, times (ii) the daily average interbank offered rate quoted by the Canadian Agent during the period from and including the date such payment is required to the date on which such payment is immediately available to such Canadian Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 365 (or 366 as applicable). If any such amount required to be paid by any Canadian L/C Participant pursuant to Section 3.4(d) is not made available to the Canadian Agent, for the account of such Canadian Issuing Lender, by such Canadian L/C Participant within three Business Days after the date such payment is due, the Canadian Agent, on behalf of such Canadian Issuing Lender shall be entitled to recover from such Canadian L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Base Rate Loans under the Canadian Revolving Credit Facility for amounts due in Dollars and Canadian prime Rate Loans for amounts due in Canadian Dollars. A certificate of the Canadian Agent on behalf of such Canadian Issuing Lender submitted to any Canadian L/C Participant with respect to any such amounts owing under this Section shall be conclusive in the absence of manifest error. (f) Whenever, at any time after a Canadian Issuing Lender has made payment under any Canadian Letter of Credit and has received from the Canadian Agent any Canadian L/C Participant’s pro rata share of such payment in accordance with Section 3.4(d), such Canadian Issuing Lender receives any payment related to such Canadian Letter of Credit (whether directly from the Canadian 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 Canadian Agent for the account of such Canadian L/C Participant (and thereafter, the Canadian Agent will promptly distribute to such Canadian L/C Participant) its pro rata share thereof; provided, however, that in the event that any such payment received by such Canadian Issuing Lender shall be required to be returned by such Canadian Issuing Lender, such Canadian L/C Participant shall return to the Canadian Agent for the account of such Canadian Issuing Lender the portion thereof previously distributed by such Canadian Issuing Lender to it.

L/C Participations. (a) The applicable Each Issuing Lender irrevocably agrees ------------------ to grant and hereby grants to each L/C Participant, and, to induce the applicable each Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such 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 Commitment Percentage in such each Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the applicable 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 through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s 's Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. (b) Upon becoming aware of If any amount required to be paid by any L/C Participant to the applicable 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, such Issuing Lender shall notify the Administrative Agent and each L/C Participant of the amount and due date of such required payment and such L/C Participant shall pay Credit is paid to such Issuing Lender the amount specified on the applicable due date. If any such amount is paid to the applicable Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand, in addition demand an amount equal to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate as determined by the Administrative Agent during the period from and including the date such payment is due 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 such Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Base Rate Loans under the Revolving Credit Facility. A certificate of the applicable such Issuing Lender submitted to any L/C Participant with respect to any such amounts owing under this Section shall be presumed correct conclusive in the absence of manifest error. With respect to payment to the applicable Issuing Lender of the unreimbursed amounts described in this Section, if the L/C Participants receive notice that any such payment is due (A) prior to 2:00 p.m. on any Business Day, such payment shall be due that Business Day, and (B) after 2:00 p.m. on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at any time after the applicable an Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its Revolving Credit Commitment Percentage pro --- rata share of such payment in accordance with this SectionSection 3.4(a), such Issuing ---- Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share --- ---- thereof; provided, however, that in the event that any such payment received by -------- ------- such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by the such Issuing Lender to it.

L/C Participations. (ai) The applicable Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the applicable each Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such 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 Commitment Percentage Pro Rata Share in such each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the applicable 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 through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an the amount equal to such L/C Participant’s Revolving Credit Commitment Percentage Pro Rata Share of the amount of such draft, or any part thereof, that which is not so reimbursed. (bii) Upon becoming aware of any amount required to be paid by any L/C Participant to the applicable any Issuing Lender pursuant to Section 3.4(a2.03(e)(i) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of CreditCredit issued by it, such Issuing Lender shall notify the Administrative Agent of such unreimbursed amount, and the Administrative Agent shall notify each L/C Participant (with a copy to the applicable Issuing Lender) of the amount and due date of such required payment and such L/C Participant shall pay to the Administrative Agent (which, in turn shall pay such Issuing Lender Lender) the amount specified on the applicable due date. If any such amount is paid to the applicable such Issuing Lender after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand, in addition to such amount, the product of (i) such amount, amount times (ii) the daily average Federal Funds Overnight Rate as determined by the Administrative Agent during the period from and including the date such payment is due to the date on which such payment is immediately available to such Issuing Lender, Lender times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. A certificate of the applicable such Issuing Lender with respect to any amounts owing under this Section 2.03 shall be presumed correct conclusive in the absence of manifest error. With respect to payment to the applicable such Issuing Lender of the unreimbursed amounts described in this SectionSection 2.03, if the L/C Participants receive notice that any such payment is due (A) prior to 2:00 1:00 p.m. (New York time) on any Business Day, such payment shall be due that Business Day, and (B) after 2:00 1:00 p.m. (New York time) on any Business Day, such payment shall be due on the following Business Day. (ciii) Whenever, at any time after the applicable any Issuing Lender has made payment under any Letter of Credit issued by it and has received from any L/C Participant its Revolving Credit Commitment Percentage Pro Rata Share of such payment in accordance with this SectionSection 2.03, such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, 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 such Issuing Lender the portion thereof previously distributed by the such Issuing Lender to it. (iv) Each L/C Participant’s obligation to make the payments referred to in Section 2.03(e)(ii) and to purchase participating interests pursuant to Section 2.03(d)(i) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Lender or the Borrower may have against the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of an Unmatured Default or Default or the failure to satisfy any of the other conditions specified in Section 4.02, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower or any other Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.