Common use of L/C Participations Clause in Contracts

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant's own account and risk, an undivided interest equal to such L/C Participant's Five Year Facility Commitment Percentage in such Issuing Lender's obligations and rights under 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 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 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 Five Year Facility Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed. 31 (b) Upon becoming aware of any amount required to be paid by any L/C Participant to any Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit, the Administrative Agent 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 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 any Issuing Lender with respect to any amounts owing under this Section 3.4(b) shall be conclusive in the absence of manifest error. With respect to payment to any Issuing Lender of the unreimbursed amounts described in this Section 3.4(b), if the L/C Participants receive notice that any such payment is due (A) prior to 1:00 p.m. (Charlotte time) on any Business Day, such payment shall be due that Business Day, and (B) after 1:00 p.m. (Charlotte time) on any Business Day, such payment shall be due on the following Business Day.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such each Issuing Lender to issue Letters of Credit hereunderhereunder to the Canadian Borrower, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from 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 (i) with respect to Revolving Credit US/CA Lenders, such L/C Participant’s Revolving Credit US/CA Percentage of the Revolving Credit US/CA Facility Percentage of each Issuing Lender’s obligations and rights under each Letter of Credit issued by such Issuing Lender hereunder for the Canadian Borrower and the amount of each draft paid by such Issuing Lender thereunder and (ii) with respect to Revolving Credit CA Lenders, such L/C Participant’s Revolving Credit CA Percentage of the Revolving Credit CA Facility Percentage of each Issuing Lender’s obligations and rights under each letter of Credit issued by such Issuing Lender hereunder for the Canadian Borrower and the amount of each draft paid by such Issuing Lender hereunder. Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant that is a Revolving Credit US/CA Lender, and, to induce each Issuing Lender to issue Letters of Credit to the US Borrower hereunder, each L/C Participant that is a Revolving Credit US/CA Lender irrevocably agrees to accept and purchase and hereby accepts and purchases from each Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk, an undivided interest equal to such L/C Participant's Five Year Facility Commitment ’s Revolving Credit US/CA Percentage in such of each Issuing Lender's ’s obligations and rights under each Letter of Credit issued by such Issuing Lender hereunder for the US Borrower and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant that is a Revolving Credit US/CA Lender unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender with respect to the US Borrower and for which such Issuing Lender is not reimbursed in full by the US Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender, regardless of the occurrence or continuance of a Default or Event of Default or the failure to satisfy any of the other conditions specified in Section 5, upon demand at the Administrative Agent’s address for notices specified herein (and thereafter, the Administrative Agent shall promptly pay to the Issuing Lender) an amount in Dollars or Canadian Dollars, as applicable, equal to such L/C Participant’s Revolving Credit US/CA Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender with respect to the Canadian Borrower and for which such Issuing Lender is not reimbursed in full by the Canadian Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such 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 Canadian Agent’s address for notices specified herein (and thereafter, the Canadian Agent shall promptly pay to the Issuing Lender) an amount in Dollars or Canadian Dollars, as applicable, equal to (i) with respect to any such L/C Participant which is a Revolving Credit US/CA Lender, such L/C Participant's Five Year ’s Revolving Credit US/CA Percentage of the Revolving Credit US/CA Facility Commitment Percentage of the amount of such draft, or any part thereof, which that is not so reimbursed. 31 reimbursed and (bii) Upon becoming aware of any amount required to be paid by any L/C Participant with respect to any Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit, the Administrative Agent 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 which is paid to such Issuing Lender after the date such payment is duea Revolving Credit CA Lender, 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 any Issuing Lender with respect to any amounts owing under this Section 3.4(b) shall be conclusive in the absence of manifest error. With respect to payment to any Issuing Lender Participant’s Revolving Credit CA Percentage of the unreimbursed amounts described in this Section 3.4(b)Revolving Credit CA Facility Percentage of the amount of such draft, if the L/C Participants receive notice or any part thereof, that any such payment is due (A) prior to 1:00 p.m. (Charlotte time) on any Business Day, such payment shall be due that Business Day, and (B) after 1:00 p.m. (Charlotte time) on any Business Day, such payment shall be due on the following Business Daynot so reimbursed.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C ParticipantParticipant under the applicable Facility, and, to induce such the Issuing Lender to issue Letters of Credit hereunder, each L/C Participant under the applicable Facility irrevocably agrees to accept and purchase and hereby accepts and purchases from 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 Five Year Facility Commitment Revolving Percentage (in the case of Revolving Letters of Credit) or such L/C Participant's Tranche B-1 Percentage (in the case of Tranche B-1 Letters of Credit) in the Issuing Lender's obligations and rights under 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 each the 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 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 address for notices specified herein an amount equal to such L/C Participant's Five Year Facility Commitment Revolving Percentage of the amount of such draft, or any part thereof, which that is not so reimbursed. 31 , in the case of Revolving Letters of Credit and (bii) Upon becoming aware of any amount required to be paid by any L/C Participant to any Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit, the Administrative Agent shall notify each L/C Participant of the amount and due date of such required payment and such L/C Participant shall pay hereby irrevocably authorizes the Administrative Agent to make available to such Issuing Lender upon demand at the amount Issuing Lender's address for notices specified on the applicable due date. If any such amount is paid to such Issuing Lender after the date such payment is due, herein 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 any Issuing Lender with respect to any amounts owing under this Section 3.4(b) shall be conclusive in the absence of manifest error. With respect to payment to any Issuing Lender Participant's Tranche B-1 Percentage of the unreimbursed amount of such draft, or any part thereof, that is not so reimbursed from amounts described on deposit in this such Tranche B-1 Lender's Tranche B-1 Credit Linked Account (whether or not the conditions to borrowing set forth in Section 3.4(b5.2 are satisfied), if the L/C Participants receive notice that any such payment is due (A) prior to 1:00 p.m. (Charlotte time) on any Business Day, such payment shall be due that Business Day, and (B) after 1:00 p.m. (Charlotte time) on any Business Day, such payment shall be due on the following Business Day.

L/C Participations. (a) Each Issuing Lender By the issuance of a Priority Working Capital L/C (or an amendment to a Priority Working Capital L/C increasing the amount thereof) and without any further action on the part of the Priority Working Capital L/C Issuer or the Priority Lenders, the Priority Working Capital L/C Issuer irrevocably agrees to grant and hereby grants to each L/C ParticipantPriority Lender, and, to induce such Issuing Lender the Priority Working Capital L/C Issuer to issue Letters of Credit Priority Working Capital L/Cs hereunder, each L/C Participant Priority Lender irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lenderthe Priority Working Capital L/C Issuer, on the terms and conditions hereinafter stated, for such L/C ParticipantPriority Lender's own account and risk, risk an undivided interest equal to such Priority Lender's Priority Commitment Percentage in the Priority Working Capital L/C Participant's Five Year Facility Commitment Percentage in such Issuing LenderIssuer's obligations and rights under each Letter of Credit Priority Working Capital L/C issued hereunder and the amount of each draft paid by such Issuing Lender the Priority Working Capital L/C Issuer thereunder. Each L/C Participant Priority Lender unconditionally and irrevocably agrees with each Issuing Lender the Priority Working Capital L/C Issuer that, if a draft is paid under any Letter of Credit Priority Working Capital L/C for which such Issuing Lender the Priority Working Capital L/C Issuer is not reimbursed in full by the Borrower in accordance with Company or the Owner pursuant to the terms of this Agreement, such Priority Lender shall pay to the Priority Working Capital L/C Participant shall pay to such Issuing Lender Issuer upon demand by the Priority Working Capital L/C Issuer at such Issuing Lenderthe Priority Working Capital L/C Issuer's address for notices specified herein in Section 12.2 of the Participation Agreement an amount equal to such Priority Lender's Priority Commitment Percentage of such Priority Working Capital L/C Participant's Five Year Facility Commitment Percentage of the amount of such draft, Reimbursement Obligation or any part thereof, thereof which is not so reimbursed. 31 Each Priority Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Priority Working Capital L/Cs is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Priority Working Capital L/C or the occurrence and continuance of a Post-Effective Default or reduction or termination of the Priority Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Any payment made by a Priority Lender pursuant to this paragraph to reimburse the Priority Working Capital L/C Issuer for any draft paid by the Priority Working Capital L/C Issuer under any Priority Working Capital L/C (other than the funding of Priority Loans) shall not constitute a Priority Loan and shall not relieve the Company or the Owner of their joint and several obligation to pay the outstanding Priority Working Capital L/C Reimbursement Obligation. (b) Upon becoming aware of If any amount required to be paid by any Priority Lender to the Priority Working Capital L/C Participant to any Issuing Lender Issuer 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, this Agreement is paid to the Administrative Agent shall notify each Priority Working Capital 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 such Issuing Lender Issuer within three (3) Business Days after the date such payment is due, such Priority Lender shall pay to the Priority Working Capital L/C Participant shall pay Issuer on demand an amount equal to such Issuing Lender on demand, in addition to such amount, the product of (i) such amount, TIMES 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 Lenderthe Priority Working Capital L/C Issuer, TIMES 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 Priority Lender pursuant to Section 3.4(a) of this Agreement is not made available to the Priority Working Capital L/C Issuer by such Priority Lender within three (3) Business Days after the date such payment is due, the Priority Working Capital L/C Issuer shall be entitled to recover from such Priority Lender, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Priority Loans. A certificate of the Priority Working Capital L/C Issuer submitted to any Issuing Priority Lender with respect to any amounts owing under this Section 3.4(b) shall be conclusive in the absence of manifest error. With respect to payment to (c) Whenever, at any Issuing Lender of time after the unreimbursed amounts described in this Section 3.4(b), if the Priority Working Capital L/C Participants receive notice Issuer has made payment under the Priority Working Capital L/C and has received from any Priority Lender its pro rata share of such payment in accordance with Section 3.4(a) of this Agreement, the Priority Working Capital L/C Issuer receives any payment related to such Priority Working Capital L/C (whether directly from the Company, the Owner, the Priority Agent or otherwise, including proceeds of Collateral applied thereto by the Security Agent), or any payment of interest on account thereof, the Priority Working Capital L/C Issuer will distribute to such Priority Lender its pro rata share thereof; provided, however, that in the event that any such payment is due (A) prior received by the Priority Working Capital L/C Issuer shall be required to 1:00 p.m. (Charlotte time) on any Business Daybe returned by the Priority Working Capital L/C Issuer, such payment Priority Lender shall be due that Business Day, and (B) after 1:00 p.m. (Charlotte time) on any Business Day, such payment shall be due on return to the following Business Day.Priority Working Capital L/C Issuer the portion thereof previously distributed by the Priority Working Capital L/C Issuer to it. 3.5

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each U.S. Facility L/C Participant or Canadian Facility L/C Participant, as applicable, and, to induce 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 ’s own account and risk, risk an undivided interest equal to such L/C Participant's Five Year ’s 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 ’s obligations and rights under 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 each 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 in respect of such Letter of Credit in accordance with the terms of this Agreementsubsection 3.5(a), such L/C Participant shall pay to such the Administrative Agent or the Canadian Agent, as applicable, for the account of the Issuing Lender upon demand at such Issuing Lender's the Administrative Agent’s or the Canadian Agent’s, as applicable, address for notices specified herein an amount equal to such L/C Participant's Five Year ’s U.S. Facility Commitment Percentage or Canadian Facility Commitment Percentage, as applicable, of the amount of such draft, or any part thereof, which is not so reimbursed. 31 (b) Upon becoming aware ; provided that nothing in this paragraph shall relieve such Issuing Lender of any amount required to be paid by 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 to any Issuing Lender pursuant to Section 3.4(a) in respect may have as a result of any unreimbursed portion such gross negligence or willful misconduct. All calculations of any payment made by such Issuing Lender under any Letter of Credit, the Administrative Agent shall notify each L/C Participant of the amount Participants’ U.S. Facility Commitment Percentages and due date of such required payment and such L/C Participant Canadian Facility Commitment Percentages shall pay be made from time to such Issuing Lender the amount specified on the applicable due date. If any such amount is paid to 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 time by the Administrative Agent during the period from and including the date such payment is due to the date on Canadian Agent, as applicable, 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 any Issuing Lender with respect to any amounts owing under this Section 3.4(b) calculations shall be conclusive in the absence of absent manifest error. With respect to payment to any Issuing Lender of the unreimbursed amounts described in this Section 3.4(b), if the L/C Participants receive notice that any such payment is due (A) prior to 1:00 p.m. (Charlotte time) on any Business Day, such payment shall be due that Business Day, and (B) after 1:00 p.m. (Charlotte time) on any Business Day, such payment shall be due on the following Business Day.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each U.S. RCF L/C Participant or Canadian RCF L/C Participant, as applicable, and, to induce such the Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the applicable Issuing Lender, without recourse or warranty, 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 Five Year Facility ’s U.S. RCF Commitment Percentage or Canadian RCF Commitment Percentage, as applicable, (determined on the date of issuance of the relevant Letter of Credit) in such Issuing Lender's ’s obligations and rights under 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 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 applicable Borrower in respect of such Letter of Credit in accordance with the terms of this Agreementsubsection 3.5(a), such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender's ’s address for notices specified herein an amount equal to such L/C Participant's Five Year Facility ’s U.S. RCF Commitment Percentage or Canadian RCF Commitment Percentage, as applicable, of the amount of such draft, or any part thereof, which is not so reimbursed. 31 (b) Upon becoming aware ; provided that nothing in this paragraph shall relieve such Issuing Lender of any amount required to be paid 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 to any Issuing Lender pursuant to Section 3.4(a) in respect may have as a result of any unreimbursed portion such gross negligence or willful misconduct (as so determined). All calculations of any payment made by such Issuing Lender under any Letter of Credit, the Administrative Agent shall notify each an L/C Participant of the amount Participant’s U.S. RCF Commitment Percentage and due date of such required payment and such L/C Participant Canadian RCF Commitment Percentage shall pay be made from time to such Issuing Lender the amount specified on the applicable due date. If any such amount is paid to 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 time by the U.S. 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 Canadian Administrative Agent, respectively, which is 360. A certificate of any Issuing Lender with respect to any amounts owing under this Section 3.4(b) calculations shall be conclusive in the absence of absent manifest error. With respect to payment to any Issuing Lender of the unreimbursed amounts described in this Section 3.4(b), if the L/C Participants receive notice that any such payment is due (A) prior to 1:00 p.m. (Charlotte time) on any Business Day, such payment shall be due that Business Day, and (B) after 1:00 p.m. (Charlotte time) on any Business Day, such payment shall be due on the following Business Day.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each U.S. Facility L/C Participant or Canadian Facility L/C Participant, as applicable, and, to induce such the Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the applicable Issuing Lender, without recourse or warranty, 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 Five Year ’s U. S. Facility Revolving Credit Loan Commitment Percentage or Canadian Facility Commitment Percentage Percentage, as applicable, (determined on the date of issuance of the relevant Letter of Credit) in such Issuing Lender's ’s obligations and rights under 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; provided that, on the Tranche A Termination Date, the aggregate amount of participations in Letters of Credit held by the Tranche A Lenders will automatically be reallocated among the Tranche B U.S. Facility Lenders and Tranche B Canadian Facility Lenders pro rata in accordance with such Tranche B U.S. Facility Lenders’ U.S. Facility Commitment Percentage or such Tranche B Canadian Facility Lenders’ Canadian Facility Commitment Percentage, as applicable (in each case calculated without regard to the Tranche A Commitments) but only to the extent that such reallocation does not cause the Individual Lender Exposure of any Tranche B Lender to exceed its Commitment after giving effect to any Extension of Credit, any repayment of any Loan and any maturity of any Letter of Credit on such date. Each L/C Participant unconditionally and irrevocably agrees with 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 applicable Borrower in respect of such Letter of Credit in accordance with the terms of this AgreementSection 3.5(a), such L/C Participant shall pay to 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 ’s address for notices specified herein an amount equal to such L/C Participant's Five Year ’s U.S. Facility Commitment Percentage or Canadian Facility Commitment Percentage, as applicable, of the amount of such draft, or any part thereof, which is not so reimbursed. 31 (b) Upon becoming aware ; provided that nothing in this paragraph shall relieve such Issuing Lender of any amount required to be paid by 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 to any Issuing Lender pursuant to Section 3.4(a) in respect may have as a result of any unreimbursed portion such gross negligence or willful misconduct. All calculations of any payment made by such Issuing Lender under any Letter of Credit, the Administrative Agent shall notify each an L/C Participant of the amount and due date of such required payment and such L/C Participant Participants’ Commitment Percentages shall pay be made from time to such Issuing Lender the amount specified on the applicable due date. If any such amount is paid to 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 time by the Administrative Agent during the period from and including the date such payment is due to the date on Agent, 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 any Issuing Lender with respect to any amounts owing under this Section 3.4(b) calculations shall be conclusive in the absence of absent manifest error. With respect to payment to any Issuing Lender of the unreimbursed amounts described in this Section 3.4(b), if the L/C Participants receive notice that any such payment is due (A) prior to 1:00 p.m. (Charlotte time) on any Business Day, such payment shall be due that Business Day, and (B) after 1:00 p.m. (Charlotte time) on any Business Day, such payment shall be due on the following Business Day.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to ------------------ grant and hereby grants to each L/C Participant, and, to induce such 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 (i) in the case of each U.S. L/C Participant, such U.S. L/C Participant's Five Year Facility Commitment U.S. Revolving Credit Percentage in such each Issuing Lender's obligations and rights under each U.S. Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by such Issuing Lender thereunder and (ii) in the case of each Canadian L/C Participant, such Canadian L/C Participant's Canadian Revolving Credit Percentage in each Issuing Lender's obligations and rights under each Canadian Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit in which such L/C Participant has a participating interest for which such the relevant Issuing Lender is not reimbursed in full by the relevant Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender's address for notices specified herein an amount equal to such L/C Participant's Five Year Facility Commitment U.S. Revolving Credit Percentage (in the case of U.S. Letters of Credit) or Canadian Revolving Credit Percentage (in the case of Canadian Letters of Credit) of the amount of such draft, or any part thereof, which that is not so reimbursed. 31 (b) Upon becoming aware of any amount required to be paid by any L/C Participant to any Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit, the Administrative Agent 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 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 any Issuing Lender with respect to any amounts owing under this Section 3.4(b) shall be conclusive in the absence of manifest error. With respect to payment to any Issuing Lender of the unreimbursed amounts described in this Section 3.4(b), if the L/C Participants receive notice that any such payment is due (A) prior to 1:00 p.m. (Charlotte time) on any Business Day, such payment shall be due that Business Day, and (B) after 1:00 p.m. (Charlotte time) on any Business Day, such payment shall be due on the following Business Day.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each U.S. RCF L/C Participant or Canadian RCF L/C Participant, as applicable, and, to induce such the Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from 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 Five Year Facility 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 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 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 applicable Borrower in respect of such Letter of Credit in accordance with the terms of this Agreementsubsection 3.5(a), such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender's address for notices specified herein an amount equal to such L/C Participant's Five Year Facility U.S. RCF Commitment Percentage or Canadian RCF Commitment Percentage, as applicable, of the amount of such draft, or any part thereof, which is not so reimbursed. 31 (b) Upon becoming aware ; provided that nothing in this paragraph shall relieve such Issuing Lender of any amount required to be paid 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 to any Issuing Lender pursuant to Section 3.4(a) in respect may have as a result of any unreimbursed portion such gross negligence or willful misconduct (as so determined). All calculations of any payment made by such Issuing Lender under any Letter of Credit, the Administrative Agent shall notify each an L/C Participant of the amount Participant's U.S. RCF Commitment Percentage and due date of such required payment and such L/C Participant Canadian RCF Commitment Percentage shall pay be made from time to such Issuing Lender the amount specified on the applicable due date. If any such amount is paid to 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 time by the U.S. 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 Canadian Administrative Agent, respectively, which is 360. A certificate of any Issuing Lender with respect to any amounts owing under this Section 3.4(b) calculations shall be conclusive in the absence of absent manifest error. With respect to payment to any Issuing Lender of the unreimbursed amounts described in this Section 3.4(b), if the L/C Participants receive notice that any such payment is due (A) prior to 1:00 p.m. (Charlotte time) on any Business Day, such payment shall be due that Business Day, and (B) after 1:00 p.m. (Charlotte time) on any Business Day, such payment shall be due on the following Business Day.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such 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 (i) in the case of each U.S. L/C Participant, such U.S. L/C Participant's Five Year Facility Commitment U.S. Revolving Credit Percentage in such each Issuing Lender's obligations and rights under each U.S. Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by such Issuing Lender thereunder and (ii) in the case of each Canadian L/C Participant, such Canadian L/C Participant's Canadian Revolving Credit Percentage in each Issuing Lender's obligations and rights under each Canadian Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit in which such L/C Participant has a participating interest for which such the relevant Issuing Lender is not reimbursed in full by the relevant Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender's address for notices specified herein an amount equal to such L/C Participant's Five Year Facility Commitment U.S. Revolving Credit Percentage (in the case of U.S. Letters of Credit) or Canadian Revolving Credit Percentage (in the case of Canadian Letters of Credit) of the amount of such draft, or any part thereof, which that is not so reimbursed. 31 (b) Upon becoming aware of any amount required to be paid by any L/C Participant to any Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit, the Administrative Agent 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 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 any Issuing Lender with respect to any amounts owing under this Section 3.4(b) shall be conclusive in the absence of manifest error. With respect to payment to any Issuing Lender of the unreimbursed amounts described in this Section 3.4(b), if the L/C Participants receive notice that any such payment is due (A) prior to 1:00 p.m. (Charlotte time) on any Business Day, such payment shall be due that Business Day, and (B) after 1:00 p.m. (Charlotte time) on any Business Day, such payment shall be due on the following Business Day.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Letters of Credit 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 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 Five Year Facility Commitment ’s Revolving Percentage in such Issuing Lender's ’s obligations and rights under and in respect of each Letter of Credit issued hereunder by it and the amount of each draft paid by such Issuing Lender thereunder; provided that if as a result of the issuance of such Letter of Credit (a) the Tranche A Revolving Extensions of Credit would exceed the total Tranche A Revolving Commitments or (b) the Tranche B Revolving Extensions of Credit would exceed the total Tranche B Revolving Commitments, then each Issuing Lender hereby agrees to grant and hereby grants to each L/C Participant, an undivided interest in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it and the amount of each draft paid by such Issuing Lender thereunder in an amount equal to such Issuing Lender’s pro rata share of the Available Revolving Commitment of such Issuing Lender so long as after giving effect to such issuance, amendment, renewal or extension (i) the L/C Obligations shall not exceed the L/C Commitment, (ii) the L/C Obligations with respect to Letters of Credit denominated in Alternate Currencies shall not exceed the L/C Alternate Currency Sublimit and (iii) the amount of the Revolving Extensions of Credit shall not exceed the Total Revolving Commitments; provided further that on the Tranche B Revolving Commitment Termination Date or on any earlier date on which the Tranche B Revolving Commitments shall be reduced or terminated (other than pursuant to Section 8), the participations granted to and acquired by the Tranche B Lenders shall be reallocated among the L/C Participants that are Tranche A Lenders (and in the case of any reduction, the Tranche B Lenders) in accordance with such L/C Participants Tranche A Revolving Percentages (and in the case of any reduction, the Tranche B Revolving Percentages), determined after giving effect to such reduction or termination of the Tranche B Revolving Commitments; provided further that any reallocation that would be required pursuant to the foregoing proviso shall not be effected unless and until the conditions set forth in Section 5.2 would have been satisfied and no such reduction or termination of Tranche B Revolving Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Extensions of Credit and any reallocation of participations in L/C Obligations made on the effective date thereof, (a) the Tranche A Revolving Extensions of Credit would exceed the total Tranche A Revolving Commitments or (b) the Tranche B Revolving Extensions of Credit would exceed the total Tranche B Revolving Commitments. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the applicable Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay in Dollars (other than with respect to amounts payable pursuant to Letters of Credit denominated in Euro, Canadian Dollars or British Pound Sterling, which for the avoidance of doubt, shall be payable in the respective currency in which such Letter of Credit is dominated) 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 Five Year Facility Commitment ’s Revolving Percentage of the Dollar Equivalent (other with respect to amounts payable pursuant to Letters of Credit denominated in Euro, Canadian Dollars or British Pound Sterling, which for the avoidance of doubt, shall be payable in the respective currency in which such Letter of Credit is dominated) of the amount of such draft, or any part thereof, which that is not so reimbursed. 31 (b) Upon becoming aware of any amount required to be paid by any Each L/C Participant Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any Issuing Lender pursuant to Section 3.4(acircumstance, including (i) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Creditsetoff, the Administrative Agent shall notify each L/C Participant of the amount and due date of such required payment and counterclaim, recoupment, defense or other right that such L/C Participant shall pay to may have against such Issuing Lender the amount specified on Lender, the applicable due date. If Borrower or any such amount is paid other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to such Issuing Lender after satisfy any of the date such payment is dueother conditions specified in Section 5, such (iii) any adverse change in the condition (financial or otherwise) of the applicable 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 shall pay to such Issuing Lender on demandor (v) any other circumstance, in addition to such amounthappening or event whatsoever, 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 any Issuing Lender with respect whether or not similar to any amounts owing under this Section 3.4(b) shall be conclusive in the absence of manifest error. With respect to payment to any Issuing Lender of the unreimbursed amounts described in this Section 3.4(b), if the L/C Participants receive notice that any such payment is due (A) prior to 1:00 p.m. (Charlotte time) on any Business Day, such payment shall be due that Business Day, and (B) after 1:00 p.m. (Charlotte time) on any Business Day, such payment shall be due on the following Business Dayforegoing.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each U.S. RCF L/C Participant or Canadian RCF L/C Participant, as applicable, and, to induce such 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 the applicable Issuing Lender, without recourse or warranty, on the terms and conditions hereinafter stated, for such L/C Participant's ’s own account and risk, risk an undivided interest interest, within each applicable Tranche, equal to such L/C Participant's Five Year Facility ’s Extending U.S. RCF Commitment Percentage and/or Non-Extending U.S. RCF Commitment Percentage (in the case of U.S. RCF Letters of Credit) and/or such L/C Participant’s Extending Canadian RCF Commitment Percentage and/or Non-Extending Canadian RCF Commitment Percentage (in the case of Canadian RCF Letters of Credit), in each case determined on the date of issuance of the relevant Letter of Credit, in such Issuing Lender's ’s obligations and rights under 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; provided that as to any Letter of Credit issued or renewed on or after November 30, 2010 with an expiry date on or after November 30, 2011 (such Letter of Credit, an “Extending Letter of Credit”), such L/C Participants shall be limited to Lenders with Extending U.S. RCF Commitments or Extending Canadian RCF Commitments, as the case may be, and, in the case of any such renewal, there shall be an automatic adjustment to the participations pursuant to this subsection 3.4 to allocate all such participations in such renewed Letter of Credit among the Lenders with Extending U.S. RCF Commitments or Extending Canadian RCF Commitments, as the case may be; provided that notwithstanding anything to the contrary contained herein, no such Letter of Credit shall be renewed if, after giving effect to such allocation, the Individual Extending U.S. RCF Lender Exposure or the Individual Extending Canadian RCF Lender Exposure, as applicable, of any Lender would exceed the Extending U.S. RCF Commitment or Extending Canadian RCF Commitment, as applicable, of such Lender. Each L/C Participant unconditionally and irrevocably agrees with 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 applicable Borrower in respect of such Letter of Credit in accordance with the terms of this Agreementsubsection 3.5(a), such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender's ’s address for notices specified herein an amount equal to such L/C Participant's Five Year Facility ’s Extending U.S. RCF Commitment Percentage, Non-Extending U.S. RCF Commitment Percentage, Extending Canadian RCF Commitment Percentage or Non-Extending Canadian RCF Commitment Percentage, as applicable, of the amount of such draft, or any part thereof, which is not so reimbursed. 31 (b) Upon becoming aware ; provided that nothing in this paragraph shall relieve such Issuing Lender of any amount required to be paid 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 to any Issuing Lender pursuant to Section 3.4(a) in respect may have as a result of any unreimbursed portion such gross negligence or willful misconduct (as so determined). All calculations of any payment made by such Issuing Lender under any Letter of Credit, the Administrative Agent shall notify each an L/C Participant of the amount Participant’s Extending U.S. RCF Commitment Percentage, Non-Extending U.S. RCF Commitment Percentage, Extending Canadian RCF Commitment Percentage and due date of such required payment and such L/C Participant Non-Extending Canadian RCF Commitment Percentage shall pay be made from time to such Issuing Lender the amount specified on the applicable due date. If any such amount is paid to 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 time by the U.S. 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 Canadian Administrative Agent, respectively, which is 360. A certificate of any Issuing Lender with respect to any amounts owing under this Section 3.4(b) calculations shall be conclusive in the absence of absent manifest error. With respect to payment to any Issuing Lender of the unreimbursed amounts described in this Section 3.4(b), if the L/C Participants receive notice that any such payment is due (A) prior to 1:00 p.m. (Charlotte time) on any Business Day, such payment shall be due that Business Day, and (B) after 1:00 p.m. (Charlotte time) on any Business Day, such payment shall be due on the following Business Day.

L/C Participations. (a) Each Issuing Lender irrevocably agrees ------------------ to grant and hereby grants to each L/C Participant, and, to induce such 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 (i) in the case of each U.S. L/C Participant, such U.S. L/C Participant's Five Year Facility Commitment U.S. Revolving Credit Percentage in such each Issuing Lender's obligations and rights under each U.S. Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by such Issuing Lender thereunder and (ii) in the case of each Canadian L/C Participant, such Canadian L/C Participant's Canadian Revolving Credit Percentage in each Issuing Lender's obligations and rights under each Canadian Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit in which such L/C Participant has a participating interest for which such the relevant Issuing Lender is not reimbursed in full by the relevant Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender's address for notices specified herein an amount equal to such L/C Participant's Five Year Facility Commitment U.S. Revolving Credit Percentage (in the case of U.S. Letters of Credit) or Canadian Revolving Credit Percentage (in the case of Canadian Letters of Credit) of the amount of such draft, or any part thereof, which that is not so reimbursed. 31 (b) Upon becoming aware of any amount required to be paid by any L/C Participant to any Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit, the Administrative Agent 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 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 any Issuing Lender with respect to any amounts owing under this Section 3.4(b) shall be conclusive in the absence of manifest error. With respect to payment to any Issuing Lender of the unreimbursed amounts described in this Section 3.4(b), if the L/C Participants receive notice that any such payment is due (A) prior to 1:00 p.m. (Charlotte time) on any Business Day, such payment shall be due that Business Day, and (B) after 1:00 p.m. (Charlotte time) on any Business Day, such payment shall be due on the following Business Day.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each U.S. RCF L/C Participant or Canadian RCF L/C Participant, as applicable, and, to induce such 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 the applicable Issuing Lender, without recourse or warranty, on the terms and conditions hereinafter stated, for such L/C Participant's ’s own account and risk, risk an undivided interest interest, within each applicable Tranche, equal to such L/C Participant's Five Year Facility ’s U.S. RCF Commitment Percentage or Canadian RCF Commitment Percentage, as applicable, (determined on the date of issuance of the relevant Letter of Credit) in such Issuing Lender's ’s obligations and rights under 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 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 applicable Borrower in respect of such Letter of Credit in accordance with the terms of this Agreementsubsection 3.5(a), such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender's ’s address for notices specified herein an amount equal to such L/C Participant's Five Year Facility ’s U.S. RCF Commitment Percentage or Canadian RCF Commitment Percentage, as applicable, of the amount of such draft, or any part thereof, which is not so reimbursed. 31 (b) Upon becoming aware ; provided that nothing in this paragraph shall relieve such Issuing Lender of any amount required to be paid 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 to any Issuing Lender pursuant to Section 3.4(a) in respect may have as a result of any unreimbursed portion such gross negligence or willful misconduct (as so determined). All calculations of any payment made by such Issuing Lender under any Letter of Credit, the Administrative Agent shall notify each an L/C Participant of the amount Participant’s U.S. RCF Commitment Percentage and due date of such required payment and such L/C Participant Canadian RCF Commitment Percentage shall pay be made from time to such Issuing Lender the amount specified on the applicable due date. If any such amount is paid to 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 time by the U.S. 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 Canadian Administrative Agent, respectively, which is 360. A certificate of any Issuing Lender with respect to any amounts owing under this Section 3.4(b) calculations shall be conclusive in the absence of absent manifest error. With respect to payment to any Issuing Lender of the unreimbursed amounts described in this Section 3.4(b), if the L/C Participants receive notice that any such payment is due (A) prior to 1:00 p.m. (Charlotte time) on any Business Day, such payment shall be due that Business Day, and (B) after 1:00 p.m. (Charlotte time) on any Business Day, such payment shall be due on the following Business Day.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each Revolving L/C Participant, and, to induce such each Issuing Lender to issue Revolving Letters of Credit hereunderCredit, each Revolving L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions hereinafter statedset forth below, for such Revolving L/C Participant's ’s own account and risk, risk an undivided interest equal to first (i) such Revolving L/C Participant's Five Year Facility Commitment ’s Amended Revolving Percentage in such Issuing Lender's ’s obligations and rights under and in respect of each Revolving Letter of Credit issued hereunder and the amount of each draft paid by such Issuing Lender thereunderthereunder (an “Amended Revolving L/C Participation”) until the Available Amended Revolving Commitments of all Lenders equals zero and then (ii) Revolving L/C Participant’s Original Revolving Percentage in such Issuing Lender’s obligations and rights under and in respect of each Revolving Letter of Credit and the amount of each draft paid by such Issuing Lender thereunder (an “Original Revolving L/C Participation” and together with the Amended Revolving L/C Participations, the “Revolving L/C Participations”). Each Revolving L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Revolving Letter of Credit issued by such Issuing Lender for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such Revolving L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender's ’s address for notices specified herein an amount equal to such Revolving L/C Participant's Five Year Facility Commitment ’s Amended Revolving Percentage (to the extent such Revolving L/C Participant (in such capacity) has an Amended Revolving L/C Participation) or Original Revolving Percentage (to the extent such Revolving L/C Participant (in such capacity) has an Original Revolving L/C Participation; it being understood that the same Person may have both Amended Revolving L/C Participations and Original Revolving L/C Participations and in such case will comply with this Section 3 in each such capacity to the extent of such Person’s Amended Revolving L/C Participations and Original Revolving L/C Participations, as the case may be), in each case of the amount of such draft, or any part thereof, which that is not so reimbursed. 31 Each Revolving L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (bi) Upon becoming aware any setoff, counterclaim, recoupment, defense or other right that such Revolving L/C Participant may have against the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other Revolving L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If any amount required to be paid by any Revolving L/C Participant to any an Issuing Lender pursuant to this Section 3.4(a) 3.4 in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Revolving Letter of Credit, the Administrative Agent 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 Credit is paid to such Issuing Lender within three Business Days after the date such payment is due, such Revolving L/C Participant shall pay to such Issuing Lender on demand, in addition demand an amount equal to such amount, the product of (iA) such amount, TIMES times (iiB) 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 times (iiiC) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any Revolving L/C Participant pursuant to this Section 3.4 is not made available to the applicable Issuing Lender by such Revolving L/C Participant within three Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such Revolving L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable (x) to the extent such Revolving L/C Participant holds Amended Revolving L/C Participations, to ABR Loans under the Amended Revolving Facility and (y) to the extent such Revolving L/C Participant holds Original Revolving L/C Participations, to ABR Loans under the Original Revolving Facility. A certificate of any the applicable Issuing Lender submitted to any Revolving L/C Participant with respect to any amounts owing under this Section 3.4(b) shall be conclusive in the absence of manifest error. With respect to payment to Whenever, at any time after an Issuing Lender has made payment under any Revolving Letter of the unreimbursed amounts described in this Section 3.4(b), if the Credit and has received from any Revolving L/C Participants receive notice Participant its pro rata share of such payment in accordance with this Section 3.4, such Issuing Lender receives any payment related to such Revolving Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to such Revolving L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment is due (A) prior received by such Issuing Lender shall be required to 1:00 p.m. (Charlotte time) on any Business Daybe returned by such Issuing Lender, such payment Revolving L/C Participant shall be due that Business Day, and (B) after 1:00 p.m. (Charlotte time) on any Business Day, return to such payment shall be due on Issuing Lender the following Business Dayportion thereof previously distributed by such Issuing Lender to it.