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 US$ L/C Participant, and, to induce such Issuing Lender to issue US$ Letters of Credit, each US$ L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions set forth below, 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 Percentage in such Issuing Lender's obligations and rights under and in respect of each US$ Letter of Credit and the amount of each draft paid by such Issuing Lender thereunder. Each US$ L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any US$ Letter of Credit for which such Issuing Lender is not reimbursed in full by the Company and/or any relevant L/C Subsidiary in accordance with the terms of this Agreement, such US$ L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender's address for notices specified herein or as separately notified to the US$ L/C Participants by such Issuing Lender an amount equal to such US$ L/C Participant's US$ Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each Issuing Lender irrevocably agrees to grant and hereby grants to each Supplemental L/C Participant, and, to induce such Issuing Lender to issue Supplemental Letters of Credit, each Supplemental L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions set forth below, for such Supplemental L/C Participant's own account and risk an undivided interest equal to such Supplemental L/C Participant's Supplemental Revolving Credit Percentage in such Issuing Lender's obligations and rights under and in respect of each Supplemental Letter of Credit and the amount of each draft paid by such Issuing Lender thereunder. Each Supplemental L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Supplemental Letter of Credit for which such Issuing Lender is not reimbursed in full by the Company and/or any relevant L/C Subsidiary in accordance with the terms of this Agreement, such Supplemental L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender's address for notices specified herein or as separately notified to the Supplemental L/C Participants by such Issuing Lender an amount equal to such Supplemental L/C Participant's Supplemental Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed.

L/C Participations. (a) Each Issuing Lender -------------------------------- By the issuance of a Priority L/C (or an amendment to a Priority L/C increasing the amount thereof) and without any further action on the part of the Priority L/C Issuer or the Priority Lenders, the Priority L/C Issuer irrevocably agrees to grant and hereby grants to each US$ L/C ParticipantPriority Lender, and, to induce such Issuing Lender to issue US$ Letters of Credit, each US$ the Priority L/C Participant Issuer to issue Priority L/Cs hereunder, each Priority Lender irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lenderthe Priority L/C Issuer, on the terms and conditions set forth belowhereinafter stated, for such US$ L/C ParticipantPriority Lender's own account and risk an undivided interest equal to such US$ Priority Lender's Priority Commitment Percentage in the Priority L/C Participant's US$ Revolving Credit Percentage in such Issuing LenderIssuer's obligations and rights under and in respect of each US$ Letter of Credit Priority L/C issued hereunder and the amount of each draft paid by such Issuing Lender the Priority L/C Issuer thereunder. Each US$ L/C Participant Priority Lender unconditionally and irrevocably agrees with each Issuing Lender the Priority L/C Issuer that, if a draft is paid under any US$ Letter of Credit Priority L/C for which such Issuing Lender the Priority L/C Issuer is not reimbursed in full by the Company and/or any relevant L/C Subsidiary in accordance with or the Owner pursuant to the terms of this Agreement, such US$ Priority Lender shall pay to the Priority L/C Participant shall pay to such Issuing Lender Issuer upon demand by the Priority L/C Issuer at such Issuing Lenderthe Priority L/C Issuer's address for notices specified herein or as separately notified to in Section 12.2 of the US$ L/C Participants by such Issuing Lender Participation Agreement an amount equal to such US$ Priority Lender's Priority Commitment Percentage of such Priority L/C Participant's US$ Revolving Credit Percentage of the amount of such draft, Reimbursement Obligation or any part thereof, that thereof which is not so reimbursed. Each Issuing Priority Lender irrevocably acknowledges and agrees that its obligation to grant acquire participations pursuant to this paragraph in respect of Priority L/Cs is absolute and hereby grants to each Supplemental unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Priority L/C Participantor the occurrence and continuance of a Post-Effective Default or reduction or termination of the Priority Commitments, andand that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Any payment made by a Priority Lender pursuant to induce such Issuing Lender this paragraph to issue Supplemental Letters of Credit, each Supplemental reimburse the Priority L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on Issuer for any draft paid by the terms and conditions set forth below, for such Supplemental Priority L/C Participant's own account and risk an undivided interest equal to such Supplemental Issuer under any Priority L/C Participant's Supplemental Revolving Credit Percentage in such Issuing Lender's obligations (other than the funding of Priority Loans) shall not constitute a Priority Loan and rights under shall not relieve the Company or the Owner of their joint and in respect of each Supplemental Letter of Credit and several obligation to pay the amount of each draft paid by such Issuing Lender thereunder. Each Supplemental outstanding Priority L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Supplemental Letter of Credit for which such Issuing Lender is not reimbursed in full by the Company and/or any relevant L/C Subsidiary in accordance with the terms of this Agreement, such Supplemental L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender's address for notices specified herein or as separately notified to the Supplemental L/C Participants by such Issuing Lender an amount equal to such Supplemental L/C Participant's Supplemental Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursedReimbursement Obligation.

L/C Participations. (a) Each Issuing Lender -------------------------------- irrevocably agrees to grant and hereby grants to each US$ L/C Participant, and, to induce such the Issuing Lender Lenders to issue US$ Letters of CreditCredit hereunder, each US$ L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such US$ L/C Participant's ’s own account and risk an undivided interest equal to such US$ L/C Participant's US$ ’s Revolving Credit Percentage in such each Issuing Lender's ’s obligations and rights under and in respect of each US$ Letter of Credit issued by it hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each US$ L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any US$ Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Company and/or any relevant L/C Subsidiary Borrower in accordance with the terms of this Agreement, such US$ L/C Participant shall pay to such Issuing Lender through the Administrative Agent upon demand at such Issuing Lender's address for notices specified herein or as separately notified to the US$ L/C Participants by such Issuing Lender an amount equal to such US$ L/C Participant's US$ ’s Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each Issuing Lender irrevocably agrees to grant and hereby grants to each Supplemental L/C Participant, and, ’s obligation to induce make such payment to such Issuing Lender as contemplated by this Section 3.4(a), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against such Issuing Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default or Event of Default, or (C) any other occurrence, event or condition, whether or not similar to issue Supplemental Letters any of Credit, each Supplemental the foregoing. No such payment by any L/C Participant irrevocably agrees shall relieve or otherwise impair the obligation of the Borrower to accept and purchase and hereby accepts and purchases from reimburse such Issuing Lender, on the terms and conditions set forth below, Lender for such Supplemental L/C Participant's own account and risk an undivided interest equal to such Supplemental L/C Participant's Supplemental Revolving Credit Percentage in such Issuing Lender's obligations and rights under and in respect of each Supplemental Letter of Credit and the amount of each draft paid any payment made by such Issuing Lender thereunderunder any Letter of Credit, together with interest as provided herein. Each Supplemental (b) If any amount required to be paid by any L/C Participant unconditionally and irrevocably agrees with each to any Issuing Lender that, if a draft is paid pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Supplemental Letter of Credit for which is paid to such Issuing Lender within three (3) Business Days after the date such payment is not reimbursed in full by the Company and/or any relevant L/C Subsidiary in accordance with the terms of this Agreementdue, such Supplemental L/C Participant shall pay to such Issuing Lender upon on demand at such Issuing Lender's address for notices specified herein or as separately notified to the Supplemental L/C Participants by such Issuing Lender an amount equal to the product of (i) such Supplemental amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the relevant Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant's Supplemental , on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Credit Percentage Commitments of such Lender. A certificate of the amount relevant Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the relevant Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such draftpayment in accordance with Section 3.4(a), or such Issuing Lender receives any part thereof, that is not so reimbursed.payment through the Administrative - 69-

L/C Participations. (a) Each The Issuing Lender -------------------------------- irrevocably agrees to grant and hereby grants to each US$ L/C Participant, and, to induce such the Issuing Lender to issue US$ Letters of CreditCredit hereunder, each US$ L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such US$ L/C Participant's ’s own account and risk an undivided interest equal to such US$ L/C Participant's US$ ’s Revolving Credit Commitment Percentage in such the Issuing Lender's ’s obligations and rights under and in respect of each US$ Letter of Credit issued hereunder and the amount of each draft paid by such the Issuing Lender thereunder. Each US$ L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any US$ Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Company and/or any relevant L/C Subsidiary 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 the Issuing Lender upon demand at such the Issuing Lender's ’s address for notices specified herein or as separately notified to the US$ L/C Participants by such Issuing Lender an amount equal to such US$ L/C Participant's US$ ’s Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. Each Issuing Lender irrevocably agrees (b) Upon becoming aware of any amount required to grant and hereby grants to each Supplemental L/C Participant, and, to induce such Issuing Lender to issue Supplemental Letters of Credit, each Supplemental be paid by any L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such Supplemental L/C Participant's own account and risk an undivided interest equal Lender pursuant to such Supplemental L/C Participant's Supplemental Revolving Credit Percentage in such Issuing Lender's obligations and rights under and Section 3.4(a) in respect of each Supplemental any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit and Credit, the amount of each draft paid by such Issuing Lender thereunder. Each Supplemental shall notify each L/C Participant unconditionally of the amount and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Supplemental Letter due date of Credit for which such Issuing Lender is not reimbursed in full by the Company and/or any relevant L/C Subsidiary in accordance with the terms of this Agreement, required payment and such Supplemental L/C Participant shall pay to such the Issuing Lender upon demand at the amount specified on the applicable due date. If any such amount is paid to the Issuing Lender after the date such payment is due, such L/C Participant shall pay to 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 the Issuing Lender's address for notices specified herein or as separately notified , 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 Issuing Lender with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. With respect to payment to the Supplemental Issuing Lender of the unreimbursed amounts described in this Section, if the L/C Participants by receive notice that any such payment is due (A) prior to 1:00 p.m. on any Business Day, such payment shall be due that Business Day, and (B) after 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 Issuing Lender an amount equal to such Supplemental has made payment under any Letter of Credit and has received from any L/C Participant's Supplemental Participant its Revolving Credit Commitment Percentage of such payment in accordance with this Section, the amount Issuing Lender receives any payment related to such Letter of such draftCredit (whether directly from the Borrower or otherwise), or any part payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, that is not so reimbursed.in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it. 53 142128979_6 170630523_7

L/C Participations. (a) Each Issuing Lender -------------------------------- irrevocably agrees to grant and hereby grants to each US$ L/C Participant, and, to induce such each Issuing Lender to issue US$ Letters of CreditCredit hereunder, each US$ L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such US$ L/C Participant's ’s own account and risk risk, an undivided interest equal to such US$ L/C Participant's US$ Revolving Credit ’s Commitment Percentage in such each Issuing Lender's ’s obligations and rights under and in respect of each US$ Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each US$ L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any US$ Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Company and/or any relevant L/C Subsidiary Borrower in accordance with the terms of this Agreement, such US$ L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender upon demand at such Issuing Lender's ’s address for notices specified herein or as separately notified (and thereafter the Administrative Agent shall promptly pay to the US$ L/C Participants by such Issuing Lender Lender) an amount equal to such US$ L/C Participant's US$ Revolving Credit ’s Commitment Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each Issuing Lender irrevocably agrees to grant and hereby grants to each Supplemental L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, andincluding (i) any setoff, to induce counterclaim, recoupment, defense or other right that such Issuing Lender to issue Supplemental Letters of Credit, each Supplemental L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such may have against the Issuing Lender, on the terms and 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 set forth belowspecified in Section 5, for such Supplemental L/C Participant's own account and risk an undivided interest equal to such Supplemental L/C Participant's Supplemental Revolving Credit Percentage (iii) any adverse change in such Issuing Lender's obligations and rights under and in respect the condition (financial or otherwise) of each Supplemental Letter the Borrower, (iv) any breach of Credit and this Agreement or any other Loan Document by the amount of each draft paid by such Issuing Lender thereunder. Each Supplemental Borrower, any other Loan Party or any other L/C Participant unconditionally and irrevocably agrees with each Issuing Lender thator (v) any other circumstance, if a draft is paid under happening or event whatsoever, whether or not similar to any Supplemental Letter of Credit for which such Issuing Lender is not reimbursed in full by the Company and/or any relevant L/C Subsidiary in accordance with the terms of this Agreement, such Supplemental L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender's address for notices specified herein or as separately notified to the Supplemental L/C Participants by such Issuing Lender an amount equal to such Supplemental L/C Participant's Supplemental Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursedforegoing.

L/C Participations. (a) Each Effective on the date of issuance of each Letter of Credit (and on the Closing Date with respect to the Existing Letters of Credit), the Issuing Lender -------------------------------- irrevocably agrees to grant and hereby grants to each US$ L/C ParticipantParticipating Lender, and, to induce such Issuing and each Participating Lender to issue US$ Letters of Credit, each US$ L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such US$ L/C ParticipantParticipating Lender's own account and risk an undivided interest equal to such US$ L/C ParticipantParticipating Lender's US$ Revolving Credit Commitment Percentage in such the Issuing Lender's obligations and rights under and in respect of each US$ Letter of Credit issued by the Issuing Lender (including the Existing Letters of Credit) and the amount of each draft paid by such the Issuing Lender thereunder. Each US$ L/C Participant Participating Lender unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any US$ Letter of Credit for which such Issuing Lender is not reimbursed in full by the Company and/or any relevant L/C Subsidiary Borrower in accordance with the terms of this Agreement, such US$ L/C Participant Participating Lender shall pay to such the Administrative Agent, for the account of the Issuing Lender Lender, upon demand at such Issuing Lenderthe Administrative Agent's address for notices specified herein or as separately notified to the US$ L/C Participants by such Issuing Lender in Section 12.2, an amount equal to such US$ L/C ParticipantParticipating Lender's US$ Revolving Credit Commitment Percentage of the amount of such draft, 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 Section 12.6, participating interests in any outstanding Letters of Credit held by the transferor Lender from which such Assignee acquired its interest hereunder shall be proportionately reallotted between such Assignee and such transferor Lender. Each Issuing Participating Lender irrevocably hereby agrees that its obligation to grant and hereby grants to participate in each Supplemental L/C Participant, and, to induce such Issuing Lender to issue Supplemental Letters Letter of Credit, each Supplemental L/C Participant irrevocably agrees and to accept and purchase and hereby accepts and purchases from such Issuing Lender, on pay or to reimburse the terms and conditions set forth below, for such Supplemental L/C Participant's own account and risk an undivided interest equal to such Supplemental L/C Participant's Supplemental Revolving Credit Percentage in such Issuing Lender's obligations and rights under and in respect of each Supplemental Letter of Credit and the amount of each draft paid by such Issuing Lender thereunder. Each Supplemental L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Supplemental Letter of Credit for which such Issuing Lender is not reimbursed in full by the Company and/or any relevant L/C Subsidiary in accordance with the terms of this Agreement, such Supplemental L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender's address for notices specified herein or as separately notified to the Supplemental L/C Participants by such Issuing Lender an amount equal to such Supplemental L/C Participant's Supplemental Revolving Credit Percentage its participating share of the amount drafts drawn or amounts otherwise paid thereunder, is absolute, irrevocable and unconditional and shall not be affected by any circumstances whatsoever (including, without limitation, the occurrence or continuance of any Default or Event of Default), and that each such draftpayment shall be made without offset, abatement, withholding or any part thereof, that is not so reimbursedother reduction whatsoever.

L/C Participations. (a) Each Issuing Lender -------------------------------- irrevocably agrees to grant and hereby grants to each US$ L/C Participant, and, to induce such each Issuing Lender to issue US$ Letters of CreditCredit hereunder, each US$ L/C Participant irrevocably agrees (subject to the proviso to the initial sentence of Section 2.1) to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such US$ L/C Participant's ’s own account and risk an undivided interest equal to such US$ L/C Participant's US$ ’s Revolving Credit Commitment Percentage in such Issuing Lender's ’s obligations and rights under and in respect of each US$ Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each US$ L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any US$ Letter of Credit for which such Issuing Lender is not reimbursed in full by the Company and/or any relevant L/C Subsidiary Borrower through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such US$ L/C Participant shall (subject to the proviso to the initial sentence of Section 2.1) pay to such that Issuing Lender upon demand at such the Issuing Lender's ’s address for notices specified herein or as separately notified to the US$ L/C Participants by such Issuing Lender an amount equal to the Dollar Amount of such US$ L/C Participant's US$ ’s Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. Each Issuing ; provided that with respect to any draft under any Letter of Credit, no Lender irrevocably agrees shall be required to grant and hereby grants to each Supplemental fund more than its Revolving Credit Commitment Percentage of such draft or more than any amount which would cause the sum of aggregate outstanding principal amount of all Revolving Credit Loans made by such Lender plus such Lender’s Revolving Credit Commitment Percentage of all outstanding Swingline Loans plus such Lender’s Revolving Credit Commitment Percentage of all outstanding L/C Participant, and, Obligations to induce exceed such Issuing Lender to issue Supplemental Letters of Credit, each Supplemental L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions set forth below, for such Supplemental L/C Participant's own account and risk an undivided interest equal to such Supplemental L/C Participant's Supplemental ’s Revolving Credit Percentage in such Issuing Lender's obligations and rights under and in respect of each Supplemental Letter of Credit and the amount of each draft paid by such Issuing Lender thereunder. Each Supplemental L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Supplemental Letter of Credit for which such Issuing Lender is not reimbursed in full by the Company and/or any relevant L/C Subsidiary in accordance with the terms of this Agreement, such Supplemental L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender's address for notices specified herein or as separately notified to the Supplemental L/C Participants by such Issuing Lender an amount equal to such Supplemental L/C Participant's Supplemental Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursedCommitment.

L/C Participations. (a) Each Issuing Lender -------------------------------- irrevocably agrees to grant and hereby grants to each US$ L/C Participant, and, to induce such each Issuing Lender to issue US$ Letters of CreditCredit hereunder, each US$ L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such US$ L/C Participant's ’s own account and risk risk, a participation interest as described below. Each L/C Participant shall be deemed to have irrevocably accepted and purchased from such Issuing Lender 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 US$ L/C Participant's US$ ’s Revolving Credit Percentage in such each Issuing Lender's ’s obligations and rights under and in respect of each US$ Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each US$ L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any US$ Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Company and/or any relevant L/C Subsidiary Borrower in accordance with the terms of this Agreement, such US$ L/C Participant shall pay to the Administrative Agent, for the account of such Issuing Lender Lender, upon demand at the Administrative Agent’s Payment Office (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender's address for notices specified herein or as separately notified to the US$ L/C Participants by such Issuing Lender ) an amount equal to such US$ L/C Participant's US$ ’s Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each Issuing Lender irrevocably agrees Upon any change in the respective Revolving Credit Commitments or Revolving Credit Percentages of the Lenders pursuant to grant and the terms hereof, it is hereby grants agreed that, with respect to each Supplemental L/C Participant, all such outstanding Letters of Credit and, in each case, any related Payment Amounts, there shall be an automatic adjustment to induce such Issuing Lender the participations pursuant to issue Supplemental Letters of Credit, each Supplemental L/C Participant irrevocably agrees this Section 3.4 to accept and purchase and hereby accepts and purchases from such Issuing Lender, on reflect the terms and conditions set forth below, for such Supplemental L/C Participant's own account and risk an undivided interest equal to such Supplemental L/C Participant's Supplemental new Revolving Credit Percentage in such Issuing Lender's obligations Percentages of the assignor and rights under and in respect assignee Lender or of each Supplemental Letter of Credit and the amount of each draft paid by such Issuing Lender thereunder. Each Supplemental L/C Participant unconditionally and irrevocably agrees all Lenders with each Issuing Lender that, if a draft is paid under any Supplemental Letter of Credit for which such Issuing Lender is not reimbursed in full by the Company and/or any relevant L/C Subsidiary in accordance with the terms of this Agreement, such Supplemental L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender's address for notices specified herein or as separately notified to the Supplemental L/C Participants by such Issuing Lender an amount equal to such Supplemental L/C Participant's Supplemental respective Revolving Credit Percentage of the amount of such draftCommitments, or any part thereof, that is not so reimbursedas applicable.

L/C Participations. (a) Each Issuing Lender -------------------------------- irrevocably agrees to grant and hereby grants to each US$ L/C Participant, and, to induce such each Issuing Lender to issue US$ Letters of CreditCredit hereunder, each US$ L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such US$ L/C Participant's ’s own account and risk risk, an undivided interest equal to such US$ L/C Participant's US$ ’s Revolving Credit Percentage in such of each Issuing Lender's ’s obligations and rights under and in respect of each US$ Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each US$ L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any US$ Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Company and/or any relevant L/C Subsidiary Borrower in accordance with the terms of this Agreement, such US$ L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender upon demand at the Funding Office (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender's address for notices specified herein or as separately notified to the US$ L/C Participants by such Issuing Lender ) an amount equal to such US$ L/C Participant's US$ ’s Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each Issuing Lender irrevocably agrees to grant and hereby grants to each Supplemental L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, andincluding (i) any setoff, to induce counterclaim, recoupment, defense or other right that such Issuing Lender to issue Supplemental Letters of Credit, each Supplemental L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such may have against the Issuing Lender, on the terms and 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 set forth belowspecified in Section 5, for such Supplemental L/C Participant's own account and risk an undivided interest equal to such Supplemental L/C Participant's Supplemental Revolving Credit Percentage (iii) any adverse change in such Issuing Lender's obligations and rights under and in respect the condition (financial or otherwise) of each Supplemental Letter the Borrower, (iv) any breach of Credit and this Agreement or any other Loan Document by the amount of each draft paid by such Issuing Lender thereunder. Each Supplemental Borrower or any other L/C Participant unconditionally and irrevocably agrees with each Issuing Lender thator (v) any other circumstance, if a draft is paid under happening or event whatsoever, whether or not similar to any Supplemental Letter of Credit for which such Issuing Lender is not reimbursed in full by the Company and/or foregoing. The failure of any relevant L/C Subsidiary in accordance with the terms of this Agreement, such Supplemental L/C Participant to make any payment pursuant to this Section 3.4 shall pay to such Issuing Lender upon demand at such Issuing Lender's address for notices specified herein or as separately notified to the Supplemental not relieve any other L/C Participants by such Issuing Lender an amount equal to such Supplemental L/C Participant's Supplemental Revolving Credit Percentage Participant of the amount of such draft, or any part thereof, that is not so reimbursedits obligation hereunder.

L/C Participations. (a) Each Issuing Lender -------------------------------- irrevocably agrees to grant and hereby grants to each US$ L/C Participant, and, to induce such each Issuing Lender to issue US$ Letters of CreditCredit hereunder, each US$ L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such US$ L/C Participant's ’s own account and risk risk, an undivided interest equal to such US$ L/C Participant's US$ ’s Revolving Credit Percentage in such each Issuing Lender's ’s obligations and rights under and in respect of each US$ Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid L/C Disbursement made by such Issuing Lender thereunder. Each US$ L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if such Issuing Lender makes any L/C Disbursement in respect of a draft is paid under any US$ Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Company and/or any relevant L/C Subsidiary applicable Borrower in accordance with the terms of this Agreement, such US$ L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender upon demand at such Issuing Lender's ’s address for notices specified herein or as separately notified (and thereafter the Administrative Agent shall promptly pay to the US$ L/C Participants by such Issuing Lender Lender) in Dollars, an amount equal to such US$ L/C Participant's US$ ’s Revolving Credit Percentage of the amount of such draftL/C Disbursement, or any part thereof, that is not so reimbursed. Each Issuing Lender irrevocably agrees to grant and hereby grants to each Supplemental L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, andincluding (i) any setoff, to induce counterclaim, recoupment, abatement, withholding, reduction, defense or other right that such Issuing Lender to issue Supplemental Letters of Credit, each Supplemental L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such may have against each Issuing Lender, on theany Borrower or any other Person for any reason whatsoever, (ii) the terms and occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions set forth belowspecified in Article 5, for such Supplemental L/C Participant's own account and risk an undivided interest equal to such Supplemental L/C Participant's Supplemental Revolving Credit Percentage (iii) any adverse change in such Issuing Lender's obligations and rights under and in respect the condition (financial or otherwise) of each Supplemental Letter the Borrower, (iv) any breach of Credit and this Agreement or any other Loan Document by the amount of each draft paid by such Issuing Lender thereunder. Each Supplemental Borrower, any other Loan Party or any other L/C Participant unconditionally and irrevocably agrees with each Issuing Lender thator (v) any other circumstance, if a draft is paid under happening or event whatsoever, whether or not similar to any Supplemental Letter of Credit for which such Issuing Lender is not reimbursed in full by the Company and/or any relevant L/C Subsidiary in accordance with the terms of this Agreement, such Supplemental L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender's address for notices specified herein or as separately notified to the Supplemental L/C Participants by such Issuing Lender an amount equal to such Supplemental L/C Participant's Supplemental Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursedforegoing.

L/C Participations. (a) Each The Issuing Lender -------------------------------- irrevocably agrees to grant and hereby grants to each US$ L/C Participant, and, to induce such the Issuing Lender to issue US$ Letters of Credit, each US$ L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, 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 Percentage in such the Issuing Lender's obligations and rights under and in respect of each US$ Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each US$ L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any US$ Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Company and/or any relevant L/C Subsidiary Borrower in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such US$ L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender's address for notices specified herein or as separately notified to the US$ L/C Participants by such Issuing Lender an amount equal to such US$ L/C Participant's US$ Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each Issuing Lender irrevocably agrees If any amount required to grant and hereby grants to each Supplemental L/C Participant, and, to induce such Issuing Lender to issue Supplemental Letters of Credit, each Supplemental be paid by any L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such Supplemental L/C Participant's own account and risk an undivided interest equal Lender pursuant to such Supplemental L/C Participant's Supplemental Revolving Credit Percentage in such Issuing Lender's obligations and rights under and Section 3.4(a) in respect of each Supplemental any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit and is not paid to the amount of each draft paid by such Issuing Lender thereunder. Each Supplemental L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft on the date such payment is paid under any Supplemental Letter of Credit for which such Issuing Lender is not reimbursed in full by the Company and/or any relevant L/C Subsidiary in accordance with the terms of this Agreementdue, such Supplemental L/C Participant shall pay to such the Issuing Lender upon on demand at such Issuing Lender's address for notices specified herein or as separately notified to the Supplemental L/C Participants by such Issuing Lender an amount equal to the product of (i) such Supplemental amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to 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, provided that 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's Supplemental , on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Credit Percentage Facility. A certificate of the amount Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such draftpayment in accordance with Section 3.4(a), 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 part payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that is not so reimbursedin the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

L/C Participations. (a) Each The US Issuing Lender -------------------------------- irrevocably agrees to grant and hereby grants to each US$ US L/C Participant, and, to induce such the US Issuing Lender to issue US$ US Letters of CreditCredit hereunder, each US$ US L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the US Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such US$ US L/C Participant's own account and risk an undivided interest equal to such US$ US L/C Participant's US$ US Revolving Credit Commitment Percentage in such the US Issuing Lender's obligations and rights under and in respect of each US$ US Letter of Credit issued hereunder and the amount of each draft paid by such the US Issuing Lender thereunder. Each US$ US L/C Participant unconditionally and irrevocably agrees with each the US Issuing Lender that, if a draft is paid under any US$ US Letter of Credit for which such the US Issuing Lender is not reimbursed in full by the Company and/or any relevant L/C Subsidiary in accordance with the terms of this Agreement, such US$ US L/C Participant shall pay to such the US Issuing Lender upon demand at such the US Issuing Lender's address for notices specified herein or as separately notified to the US$ L/C Participants by such Issuing Lender an amount equal to such US$ US L/C Participant's US$ US Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. Each Issuing Lender irrevocably agrees to grant and hereby grants to each Supplemental L/C Participant, and, to induce such Issuing Lender to issue Supplemental Letters of Credit, each Supplemental L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions set forth below, for such Supplemental L/C Participant's own account and risk an undivided interest equal to such Supplemental L/C Participant's Supplemental Revolving Credit Percentage in such Issuing Lender's obligations and rights under and in respect of each Supplemental Letter of Credit and the amount of each draft paid by such Issuing Lender thereunder. Each Supplemental L/C Participant unconditionally and irrevocably agrees with each Issuing Lender ; provided that, if such demand is made prior to 12:00 Noon, New York City time, on a draft is paid under any Supplemental Letter of Credit for which such Issuing Lender is not reimbursed in full by the Company and/or any relevant L/C Subsidiary in accordance with the terms of this AgreementBusiness Day, such Supplemental US L/C Participant shall pay make such payment to such the US Issuing Lender upon demand at such Issuing Lender's address for notices specified herein or as separately notified prior to the Supplemental end of such Business Day and otherwise such US L/C Participants by Participant shall make such Issuing Lender an amount equal to such Supplemental L/C Participant's Supplemental Revolving Credit Percentage of payment on the amount of such draft, or any part thereof, that is not so reimbursednext succeeding Business Day.

L/C Participations. (a) Each The Issuing Lender -------------------------------- irrevocably agrees to grant and hereby grants to each US$ L/C Participant, and, to induce such the Issuing Lender to issue US$ Letters of CreditCredit hereunder, each US$ L/C Participant irrevocably agrees (subject to 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 set forth belowhereinafter 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 the Issuing Lender's obligations and rights under and in respect of each US$ Letter of Credit issued hereunder and the amount of each draft paid by such the Issuing Lender thereunder. Each US$ L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any US$ Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Company and/or any relevant L/C Subsidiary Borrower through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such US$ L/C Participant shall (subject to 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 address for notices specified herein or as separately notified to the US$ L/C Participants by such Issuing Lender an amount equal to the Dollar Amount of such US$ L/C Participant's US$ Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. Each Issuing ; PROVIDED that with respect to any draft under any Letter of Credit, no Lender irrevocably agrees shall be required to grant and hereby grants to each Supplemental fund more than its Revolving Credit Commitment Percentage of such draft or more than any amount which would cause the sum of aggregate outstanding principal amount of all Revolving Credit Loans made by such Lender PLUS such Lender's Revolving Credit Commitment Percentage of all outstanding Swingline Loans PLUS such Lender's Revolving Credit Commitment Percentage of all outstanding L/C Participant, and, Obligations to induce exceed such Issuing Lender to issue Supplemental Letters of Credit, each Supplemental L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions set forth below, for such Supplemental L/C Participant's own account and risk an undivided interest equal to such Supplemental L/C Participant's Supplemental Revolving Credit Percentage in such Issuing Lender's obligations and rights under and in respect of each Supplemental Letter of Credit and the amount of each draft paid by such Issuing Lender thereunder. Each Supplemental L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Supplemental Letter of Credit for which such Issuing Lender is not reimbursed in full by the Company and/or any relevant L/C Subsidiary in accordance with the terms of this Agreement, such Supplemental L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender's address for notices specified herein or as separately notified to the Supplemental L/C Participants by such Issuing Lender an amount equal to such Supplemental L/C Participant's Supplemental Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursedCommitment.

L/C Participations. (a) Each Issuing Lender -------------------------------- irrevocably agrees to grant and hereby grants to each US$ L/C Participant, and, to induce such each Issuing Lender to issue US$ Letters of CreditCredit hereunder, each US$ L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such US$ L/C Participant's own account and risk risk, an undivided interest equal to such US$ L/C Participant's US$ Revolving Credit Percentage in such of each Issuing Lender's obligations and rights under and in respect of each US$ Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each US$ L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any US$ Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Company and/or any relevant L/C Subsidiary Borrower in accordance with the terms of this Agreement, such US$ L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender upon demand at the Funding Office (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender's address for notices specified herein or as separately notified to the US$ L/C Participants by such Issuing Lender ) an amount equal to such US$ L/C Participant's US$ Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each Issuing Lender irrevocably agrees to grant and hereby grants to each Supplemental L/C Participant, and, to induce such Issuing Lender to issue Supplemental Letters of Credit, each Supplemental L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions set forth below, for such Supplemental L/C Participant's own account obligation to pay such amount shall be absolute and risk an undivided interest equal to unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Supplemental L/C Participant's Supplemental Revolving Credit Percentage in such Issuing Lender's obligations and rights under and in respect of each Supplemental Letter of Credit and the amount of each draft paid by such Issuing Lender thereunder. Each Supplemental L/C Participant unconditionally and irrevocably agrees with each may have against the Issuing Lender thatLender, if the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a draft is paid under Default or an Event of Default or the failure to satisfy any Supplemental Letter of Credit for which such Issuing Lender is not reimbursed the other conditions specified in full 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 Company and/or Borrower or any relevant L/C Subsidiary in accordance with the terms of this Agreement, such Supplemental other L/C Participant shall pay or (v) any other circumstance, happening or event whatsoever, whether or not similar to such Issuing Lender upon demand at such Issuing Lender's address for notices specified herein or as separately notified to any of the Supplemental foregoing. The failure of any L/C Participants by such Issuing Lender an amount equal Participant to such Supplemental make any payment pursuant to this Section 3.4 shall not relieve any other L/C Participant's Supplemental Revolving Credit Percentage Participant of the amount of such draft, or any part thereof, that is not so reimbursedits obligation hereunder.

L/C Participations. (a) Each The Issuing Lender -------------------------------- irrevocably agrees to grant and hereby grants to each US$ L/C Participant, and, to induce such the Issuing Lender to issue US$ Letters of CreditCredit hereunder, each US$ 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 set forth belowhereinafter stated, for such US$ L/C Participant's ’s own account and risk an undivided interest equal to such US$ L/C Participant's US$ ’s Revolving Credit Commitment Percentage (determined on the date of issuance of the relevant Letter of Credit) in such the Issuing Lender's ’s obligations and rights under and in respect of each US$ Letter of Credit and issued or continued hereunder, the amount of each draft paid by such the 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 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 US$ L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any US$ Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Company and/or any relevant L/C Subsidiary applicable Borrower in respect of such Letter of Credit in accordance with the terms of this Agreementsubsection 3.5(a), such US$ L/C Participant shall pay to such the Administrative Agent for the account of the Issuing Lender upon demand at such Issuing Lender's the Administrative Agent’s address for notices specified herein or as separately notified to the US$ L/C Participants by such Issuing Lender an amount equal to such US$ L/C Participant's US$ ’s Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. Each ; provided that nothing in this paragraph shall relieve the Issuing Lender irrevocably agrees to grant and hereby grants to each Supplemental L/C Participantof any liability resulting from the gross negligence or willful misconduct of the Issuing Lender, and, to induce such Issuing Lender to issue Supplemental Letters of Credit, each Supplemental or otherwise affect any defense or other right that any L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from may have as a result of such Issuing Lender, on gross negligence or willful misconduct. All calculations of the terms and conditions set forth below, for such Supplemental L/C Participant's own account and risk an undivided interest equal Participants’ Revolving Commitment Percentages shall be made from time to such Supplemental L/C Participant's Supplemental Revolving Credit Percentage in such Issuing Lender's obligations and rights under and in respect of each Supplemental Letter of Credit and the amount of each draft paid by such Issuing Lender thereunder. Each Supplemental L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Supplemental Letter of Credit for which such Issuing Lender is not reimbursed in full time by the Company and/or any relevant L/C Subsidiary in accordance with the terms of this AgreementAdministrative Agent, such Supplemental L/C Participant which calculations shall pay to such Issuing Lender upon demand at such Issuing Lender's address for notices specified herein or as separately notified to the Supplemental L/C Participants by such Issuing Lender an amount equal to such Supplemental L/C Participant's Supplemental Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursedbe conclusive absent manifest error.

L/C Participations. (a) Each Issuing Lender -------------------------------- irrevocably agrees to grant and hereby grants to each US$ L/C Participant, and, to induce such the Issuing Lender Lenders to issue US$ Letters of CreditCredit hereunder, each US$ L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing Lender, on the terms and conditions set forth belowhereinafter 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 Percentage in such each Issuing Lender's obligations and rights under and in respect of each US$ Letter of Credit issued by it hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each US$ L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any US$ Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Company and/or any relevant L/C Subsidiary Borrower in accordance with the terms of this Agreement, such US$ L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender's address for notices specified herein or as separately notified to the US$ L/C Participants by such Issuing Lender an amount equal to such US$ L/C Participant's US$ Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each Issuing Lender irrevocably agrees to grant and hereby grants to each Supplemental L/C Participant, and, to induce such Issuing Lender to issue Supplemental Letters of Credit, each Supplemental L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions set forth below, for such Supplemental L/C Participant's own account and risk an undivided interest equal obligation to make such payment to such Supplemental L/C Participant's Supplemental Revolving Credit Percentage in Issuing Lender as contemplated by this Section 3.4(a), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against such Issuing Lender's obligations and rights under and in respect , the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of each Supplemental Letter a Default or Event of Credit and Default, or (C) any other occurrence, event or condition, whether or not similar to any of the amount of each draft paid foregoing. No such payment by such Issuing Lender thereunder. Each Supplemental L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Supplemental Letter of Credit for which such Issuing Lender is not reimbursed in full by the Company and/or any relevant L/C Subsidiary in accordance with the terms of this Agreement, such Supplemental L/C Participant shall pay relieve or otherwise impair the obligation of the Borrower to reimburse such Issuing Lender upon demand at such Issuing Lender's address for notices specified herein or as separately notified to the Supplemental L/C Participants amount of any payment made by such Issuing Lender an amount equal to such Supplemental L/C Participant's Supplemental Revolving Credit Percentage under any Letter of the amount of such draftCredit, or any part thereof, that is not so reimbursedtogether with interest as provided herein.

L/C Participations. (a) (a) Each Issuing Lender -------------------------------- irrevocably agrees to grant and hereby grants to each US$ L/C Participant, and, to induce such each Issuing Lender to issue US$ Letters of CreditCredit hereunder, each US$ L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such US$ L/C Participant's ’s own account and risk risk, an undivided interest equal to such US$ L/C Participant's US$ ’s Revolving Credit Percentage in such each Issuing Lender's ’s obligations and rights under and in respect of each US$ Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each US$ L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any US$ Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Company and/or any relevant L/C Subsidiary Borrower in accordance with the terms of this Agreement, such US$ L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender upon demand at such Issuing Lender's ’s address for notices specified herein or as separately notified (and thereafter the Administrative Agent shall promptly pay to the US$ L/C Participants by such Issuing Lender Lender) an amount equal to such US$ L/C Participant's US$ ’s Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each Issuing Lender irrevocably agrees to grant and hereby grants to each Supplemental L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, andincluding (i) any setoff, to induce counterclaim, recoupment, defense or other right that such Issuing Lender to issue Supplemental Letters of Credit, each Supplemental L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such may have against the Issuing Lender, on the terms and 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 set forth belowspecified in Section 5, for such Supplemental L/C Participant's own account and risk an undivided interest equal to such Supplemental L/C Participant's Supplemental Revolving Credit Percentage (iii) any adverse change in such Issuing Lender's obligations and rights under and in respect the condition (financial or otherwise) of each Supplemental Letter the Borrower, (iv) any breach of Credit and this Agreement or any other Loan Document by the amount of each draft paid by such Issuing Lender thereunder. Each Supplemental Borrower, any other Loan Party or any other L/C Participant unconditionally and irrevocably agrees with each Issuing Lender thator (v) any other circumstance, if a draft is paid under happening or event whatsoever, whether or not similar to any Supplemental Letter of Credit for which such Issuing Lender is not reimbursed in full by the Company and/or any relevant L/C Subsidiary in accordance with the terms of this Agreement, such Supplemental L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender's address for notices specified herein or as separately notified to the Supplemental L/C Participants by such Issuing Lender an amount equal to such Supplemental L/C Participant's Supplemental Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursedforegoing.

L/C Participations. (a) Each Issuing Lender -------------------------------- irrevocably agrees to grant and hereby grants to each US$ L/C Participant, and, to induce such each Issuing Lender to issue US$ Letters of CreditCredit hereunder, each US$ L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such US$ L/C Participant's ’s own account and risk an undivided interest equal to such US$ L/C Participant's US$ Revolving Credit ’s Commitment Percentage in such each Issuing Lender's ’s obligations and rights under and in respect of each US$ Letter of Credit issued by it hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each US$ L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any US$ Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Company and/or any relevant L/C Subsidiary 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 Issuing Lender upon demand at such Issuing Lender's ’s address for notices specified herein or as separately notified to the US$ L/C Participants by such Issuing Lender an amount equal to such US$ L/C Participant's US$ Revolving Credit ’s Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. Each Issuing Lender irrevocably agrees (b) Upon becoming aware of any amount required to grant and hereby grants to each Supplemental L/C Participant, and, to induce such Issuing Lender to issue Supplemental Letters of Credit, each Supplemental be paid by any L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such any Issuing Lender, on the terms and conditions set forth below, for such Supplemental L/C Participant's own account and risk an undivided interest equal Lender pursuant to such Supplemental L/C Participant's Supplemental Revolving Credit Percentage in such Issuing Lender's obligations and rights under and Section 3.4(a) in respect of each Supplemental Letter any unreimbursed portion of Credit and the amount of each draft paid any payment made by such Issuing Lender thereunder. Each Supplemental 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 unconditionally (with a copy to the applicable Issuing Lender) of the amount and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Supplemental Letter due date of Credit for which such Issuing Lender is not reimbursed in full by the Company and/or any relevant L/C Subsidiary in accordance with the terms of this Agreement, required payment and such Supplemental L/C Participant shall pay to the Administrative Agent (which, in turn shall pay such Issuing Lender) the amount specified on the applicable due date. If any such amount is paid to such Issuing Lender upon demand at 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's address for notices specified herein or as separately notified to , times (iii) a fraction the Supplemental L/C Participants by such Issuing Lender an amount equal to such Supplemental L/C Participant's Supplemental Revolving Credit Percentage numerator of which is the amount of such draft, or any part thereof, that is not so reimbursed.number

L/C Participations. 49 (a) Each The Issuing Lender -------------------------------- irrevocably agrees to grant and hereby grants to each US$ L/C Participant, and, to induce such the Issuing Lender to issue US$ Letters of CreditCredit hereunder, each US$ L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such US$ L/C Participant's ’s own account and risk an undivided interest equal to such US$ L/C Participant's US$ ’s Revolving Credit Commitment Percentage in such the Issuing Lender's ’s obligations and rights under and in respect of each US$ Letter of Credit issued hereunder and the amount of each draft paid by such the Issuing Lender thereunder. Each US$ L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any US$ Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Company and/or any relevant L/C Subsidiary 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 the Issuing Lender upon demand at such the Issuing Lender's ’s address for notices specified herein or as separately notified to the US$ L/C Participants by such Issuing Lender an amount equal to such US$ L/C Participant's US$ ’s Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. Each Issuing Lender irrevocably agrees (b) Upon becoming aware of any amount required to grant and hereby grants to each Supplemental L/C Participant, and, to induce such Issuing Lender to issue Supplemental Letters of Credit, each Supplemental be paid by any L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such Supplemental L/C Participant's own account and risk an undivided interest equal Lender pursuant to such Supplemental L/C Participant's Supplemental Revolving Credit Percentage in such Issuing Lender's obligations and rights under and Section 3.4(a) in respect of each Supplemental any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit and Credit, the amount of each draft paid by such Issuing Lender thereunder. Each Supplemental shall notify each L/C Participant unconditionally of the amount and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Supplemental Letter due date of Credit for which such Issuing Lender is not reimbursed in full by the Company and/or any relevant L/C Subsidiary in accordance with the terms of this Agreement, required payment and such Supplemental L/C Participant shall pay to such the Issuing Lender upon demand at the amount specified on the applicable due date. If any such amount is paid to the Issuing Lender after the date such payment is due, such L/C Participant shall pay to 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 the Issuing Lender's address for notices specified herein or as separately notified , 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 Issuing Lender with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. With respect to payment to the Supplemental Issuing Lender of the unreimbursed amounts described in this Section, if the L/C Participants by receive notice that any such payment is due (A) prior to 1:00 p.m. on any Business Day, such payment shall be due that Business Day, and (B) after 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 Issuing Lender an amount equal to such Supplemental has made payment under any Letter of Credit and has received from any L/C Participant's Supplemental Participant its Revolving Credit Commitment Percentage of such payment in accordance with this Section, the amount Issuing Lender receives any payment related to such Letter of such draftCredit (whether directly from the Borrower or otherwise), or any part payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, that is not so reimbursed.in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it. SECTION 3.5

L/C Participations. (a) Each Issuing Lender -------------------------------- irrevocably agrees to grant and hereby grants to each US$ L/C Participant, and, to induce such each Issuing Lender to issue US$ Letters of CreditCredit hereunder, each US$ L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such US$ L/C Participant's own account and risk risk, an undivided interest equal to such US$ L/C Participant's US$ Revolving Credit Percentage in such each Issuing Lender's obligations and rights under and in respect of each US$ Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each US$ L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any US$ Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Company and/or any relevant L/C Subsidiary Borrowers in accordance with the terms of this Agreement, such US$ L/C Participant shall pay to such Issuing Lender upon demand at such the Issuing Lender's address for notices specified herein or as separately notified to the US$ L/C Participants by such Issuing Lender an amount equal to such US$ L/C Participant's US$ Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each Issuing Lender irrevocably agrees If any amount required to grant and hereby grants to each Supplemental L/C Participant, and, to induce such Issuing Lender to issue Supplemental Letters of Credit, each Supplemental be paid by any L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such an Issuing Lender, on the terms and conditions set forth below, for such Supplemental L/C Participant's own account and risk an undivided interest equal Lender pursuant to such Supplemental L/C Participant's Supplemental Revolving Credit Percentage in such Issuing Lender's obligations and rights under and Section 3.4(a) in respect of each Supplemental Letter any unreimbursed portion of Credit and the amount of each draft paid any payment made by such Issuing Lender thereunder. Each Supplemental L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Supplemental Letter of Credit for which is paid to such Issuing Lender within three Business Days after the date such payment is not reimbursed in full by the Company and/or any relevant L/C Subsidiary in accordance with the terms of this Agreementdue, such Supplemental L/C Participant shall pay to such Issuing Lender upon on demand at such Issuing Lender's address for notices specified herein or as separately notified to the Supplemental L/C Participants by such Issuing Lender an amount equal to the product of (i) such Supplemental L/C Participant's Supplemental Revolving Credit Percentage amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the amount number of days that elapse during such draftperiod and the denominator of which is 365 (or, or any part thereofin the case of a leap year, that is not so reimbursed366).

L/C Participations. (a) Each US Issuing Lender -------------------------------- irrevocably agrees to grant and hereby grants to each US$ US L/C Participant, and, to induce such each US Issuing Lender to issue US$ US Letters of CreditCredit hereunder, each US$ 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 set forth belowhereinafter stated, for such US$ US L/C Participant's ’s own account and risk risk, an undivided interest equal to such US$ US L/C Participant's US$ ’s US Revolving Credit Percentage in such each US Issuing Lender's ’s obligations and rights under and in respect of each US$ 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$ US L/C Participant unconditionally and irrevocably agrees with each US Issuing Lender that, if a draft is paid under any US$ US Letter of Credit issued by such US Issuing Lender for which such US Issuing Lender is not reimbursed in full by the Company and/or any relevant L/C Subsidiary US Borrower in accordance with the terms of this Agreement, such US$ 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 ’s address for notices specified herein or as separately notified (and thereafter the Administrative Agent shall promptly pay to the US$ L/C Participants by such US Issuing Lender Lender) an amount equal to such US$ US L/C Participant's US$ ’s US Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each Issuing Lender irrevocably agrees to grant and hereby grants to each Supplemental US L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, andincluding (i) any setoff, to induce counterclaim, recoupment, defense or other right that such Issuing Lender to issue Supplemental Letters of Credit, each Supplemental US L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such may have against the US Issuing Lender, on the terms and 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 set forth belowspecified in Section 5, for such Supplemental L/C Participant's own account and risk an undivided interest equal to such Supplemental L/C Participant's Supplemental Revolving Credit Percentage (iii) any adverse change in such Issuing Lender's obligations and rights under and in respect the condition (financial or otherwise) of each Supplemental Letter either Borrower, (iv) any breach of Credit and the amount of each draft paid this Agreement or any other Loan Document by such Issuing Lender thereunder. Each Supplemental either Borrower, any other Loan Party or any other US L/C Participant unconditionally and irrevocably agrees with each Issuing Lender thator (v) any other circumstance, if a draft is paid under happening or event whatsoever, whether or not similar to any Supplemental Letter of Credit for which such Issuing Lender is not reimbursed in full by the Company and/or any relevant L/C Subsidiary in accordance with the terms of this Agreement, such Supplemental L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender's address for notices specified herein or as separately notified to the Supplemental L/C Participants by such Issuing Lender an amount equal to such Supplemental L/C Participant's Supplemental Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursedforegoing.

L/C Participations. (a) Each Issuing Lender -------------------------------- irrevocably agrees to grant and hereby grants to each US$ L/C Participant, and, to induce such each Issuing Lender to issue US$ Letters of CreditCredit hereunder, each US$ L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such US$ L/C Participant's ’s own account and risk risk, an undivided interest equal to such US$ L/C Participant's US$ ’s Revolving Credit Percentage in such each Issuing Lender's ’s obligations and rights under and in respect of each US$ Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each US$ L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any US$ Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Company and/or any relevant L/C Subsidiary Borrower in accordance with the terms of this Agreement, such US$ L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender upon demand at such Issuing Lender's ’s address for notices specified herein or as separately notified (and thereafter the Administrative Agent shall promptly pay to the US$ L/C Participants by such Issuing Lender Lender) an amount equal to such US$ L/C Participant's US$ ’s Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each Issuing Lender irrevocably agrees to grant and hereby grants to each Supplemental L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, andincluding (i) any setoff, to induce counterclaim, recoupment, defense or other right that such Issuing Lender to issue Supplemental Letters of Credit, each Supplemental L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such may have against any Issuing Lender, on the terms and 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 set forth belowspecified in Section 5, for such Supplemental L/C Participant's own account and risk an undivided interest equal to such Supplemental L/C Participant's Supplemental Revolving Credit Percentage (iii) any adverse change in such Issuing Lender's obligations and rights under and in respect the condition (financial or otherwise) of each Supplemental Letter the Borrower, (iv) any breach of Credit and this Agreement or any other Loan Document by the amount of each draft paid by such Issuing Lender thereunder. Each Supplemental Borrower, any other Loan Party or any other L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Supplemental Letter of Credit for which such Issuing Lender is not reimbursed in full by the Company and/or any relevant L/C Subsidiary in accordance with the terms of this Agreement, such Supplemental L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender's address for notices specified herein or as separately notified to the Supplemental L/C Participants by such Issuing Lender an amount equal to such Supplemental L/C Participant's Supplemental Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed.or

L/C Participations. (ai) Each The Issuing Lender -------------------------------- irrevocably agrees to grant and hereby grants to each US$ L/C Participant, and, to induce such the Issuing Lender to issue US$ Letters of CreditCredit hereunder, each US$ 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 set forth belowhereinafter stated, for such US$ L/C Participant's ’s own account and risk an undivided interest equal to such US$ L/C Participant's US$ ’s Revolving Credit Commitment Percentage (determined on the date of issuance of the relevant Letter of Credit) in such the Issuing Lender's ’s obligations and rights under and in respect of each US$ Letter of Credit and issued or continued hereunder, the amount of each draft paid by such the 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 for the account of the Issuing Lender and L/C Participants, as provided in subsection 2.9(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 US$ L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any US$ Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Company and/or any relevant L/C Subsidiary Borrower in respect of such Letter of Credit in accordance with the terms of this Agreementsubsection 2.9(e)(i), such US$ L/C Participant shall pay to such the Administrative Agent for the account of the Issuing Lender upon demand at such Issuing Lender's the Administrative Agent’s address for notices specified herein or as separately notified to the US$ L/C Participants by such Issuing Lender an amount equal to such US$ L/C Participant's US$ ’s Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. Each ; provided that nothing in this paragraph shall relieve the Issuing Lender irrevocably agrees to grant and hereby grants to each Supplemental L/C Participantof any liability resulting from the gross negligence or willful misconduct of the Issuing Lender, and, to induce such Issuing Lender to issue Supplemental Letters of Credit, each Supplemental or otherwise affect any defense or other right that any L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from may have as a result of such Issuing Lender, on gross negligence or willful misconduct. All calculations of the terms and conditions set forth below, for such Supplemental L/C Participant's own account and risk an undivided interest equal Participants’ Revolving Commitment Percentages shall be made from time to such Supplemental L/C Participant's Supplemental Revolving Credit Percentage in such Issuing Lender's obligations and rights under and in respect of each Supplemental Letter of Credit and the amount of each draft paid by such Issuing Lender thereunder. Each Supplemental L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Supplemental Letter of Credit for which such Issuing Lender is not reimbursed in full time by the Company and/or any relevant L/C Subsidiary in accordance with the terms of this AgreementAdministrative Agent, such Supplemental L/C Participant which calculations shall pay to such Issuing Lender upon demand at such Issuing Lender's address for notices specified herein or as separately notified to the Supplemental L/C Participants by such Issuing Lender an amount equal to such Supplemental L/C Participant's Supplemental Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursedbe conclusive absent manifest error.

L/C Participations. (a) Each Issuing Lender -------------------------------- irrevocably agrees to grant and hereby grants to each US$ L/C Participant, and, to induce such each Issuing Lender to issue US$ Letters of CreditCredit hereunder, each US$ L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such US$ L/C Participant's ’s own account and risk risk, an undivided interest equal to such US$ L/C Participant's US$ ’s Revolving Credit Percentage in such each Issuing Lender's ’s obligations and rights under and in respect of each US$ Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid L/C Disbursement made by such Issuing Lender thereunder. Each US$ L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if such Issuing Lender makes any L/C Disbursement in respect of a draft is paid under any US$ Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Company and/or any relevant L/C Subsidiary Borrower in accordance with the terms of this Agreement, such US$ L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender upon demand at such Issuing Lender's ’s address for notices specified herein or as separately notified (and thereafter the Administrative Agent shall promptly pay to the US$ L/C Participants by such Issuing Lender Lender) in Dollars, an amount equal to such US$ L/C Participant's US$ ’s Revolving Credit Percentage of the amount of such draftL/C Disbursement, or any part thereof, that is not so reimbursed. Each Issuing Lender irrevocably agrees to grant and hereby grants to each Supplemental L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, andincluding (i) any setoff, to induce counterclaim, recoupment, abatement, withholding, reduction, defense or other right that such Issuing Lender to issue Supplemental Letters of Credit, each Supplemental L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such may have against each Issuing Lender, on the terms and 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 set forth belowspecified in Article 5, for such Supplemental (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other L/C Participant's own account and risk an undivided interest equal Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to such Supplemental any of the foregoing. Exhibit 10.1 (b) If any amount (a “Participation Amount”) required to be paid by any L/C Participant's Supplemental Revolving Credit Percentage in such Participant to an Issuing Lender's obligations and rights under and Lender pursuant to Section 3.04(a) in respect of each Supplemental Letter any unreimbursed portion of Credit and the amount of each draft paid any L/C Disbursement made by such Issuing Lender thereunder. Each Supplemental under any Letter of Credit is not paid to such Issuing Lender within one Business Day after the date such payment is due, such Issuing Lender shall so notify the Administrative Agent, which shall promptly notify the L/C Participant unconditionally Participants, and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Supplemental Letter of Credit for which such Issuing Lender is not reimbursed in full by the Company and/or any relevant L/C Subsidiary in accordance with the terms of this Agreement, such Supplemental 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 or as separately notified , on demand (and thereafter the Administrative Agent shall promptly pay to the Supplemental L/C Participants by such Issuing Lender Lender) in Dollars, an amount equal to the product of (i) such Supplemental Participation Amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any Participation Amount required to be paid by any L/C Participant pursuant to Section 3.04(a) is not made available to the Administrative Agent for the account of the relevant Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, the Administrative Agent on behalf of such Issuing Lender shall be entitled to recover from such L/C Participant's Supplemental , on demand, such Participation Amount with interest thereon calculated from such due date at the rate per annum applicable to Base Rate Loans under the Revolving Credit Percentage Facility. A certificate of the amount Administrative Agent submitted on behalf of such draft, or an Issuing Lender to any part thereof, that is not so reimbursedL/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error.

L/C Participations. (a) Each The Issuing Lender -------------------------------- irrevocably agrees to grant and hereby grants to each US$ L/C ParticipantLender, and, to induce such the Issuing Lender to issue US$ Letters of CreditCredit hereunder, each US$ L/C Participant Lender irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such US$ L/C ParticipantLender's own account and risk an undivided interest equal to such US$ L/C ParticipantLender's US$ Revolving Credit Specified Percentage in such the Issuing Lender's obligations and rights under and in respect of each US$ Letter of Credit issued by the Issuing Lender and the amount of each draft paid by such the Issuing Lender thereunder. Each US$ L/C Participant Lender unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any US$ Letter of Credit issued by the Issuing Lender for which such the Issuing Lender is not reimbursed in full by the Company and/or any relevant L/C Subsidiary Borrower in accordance with the terms of this AgreementSection 3.5(a), such US$ L/C Participant Lender shall pay to such the Issuing Lender upon demand at such the Issuing Lender's address for notices specified herein or as separately notified to the US$ L/C Participants by such Issuing Lender an amount equal to such US$ L/C ParticipantLender's US$ Revolving Credit Specified Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. Each (b) If any amount required to be paid by any Lender to the Issuing Lender irrevocably agrees pursuant to grant and hereby grants to each Supplemental L/C Participant, and, to induce such Section 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is paid to issue Supplemental Letters the Issuing Lender within three Business Days after the date such payment is due, such Lender shall pay to the Issuing Lender on demand an amount equal to the product of Credit(i) such amount, each Supplemental L/C Participant irrevocably agrees times (ii) the daily average Federal Funds Effective 24 31 Rate during the period from and including the date such payment is required to accept and purchase and hereby accepts and purchases from the date on which such payment is immediately available to 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 Lender pursuant to Section 3.4(a) is not in fact made available to the Issuing Lender by such Lender within three Business Days after the date such payment is due, the Issuing Lender shall be entitled to recover from such Lender, on the terms and conditions set forth belowdemand, for such Supplemental L/C Participant's own account and risk an undivided amount with interest thereon calculated from such due date at a rate per annum equal to such Supplemental L/C Participant's Supplemental Revolving Credit Percentage the ABR plus the Applicable Margin. A certificate of the Issuing Lender submitted to any Lender with respect to any amounts owing under this Section shall be conclusive in such the absence of manifest error. (c) Whenever, at any time after the Issuing Lender's obligations and rights Lender has made payment under and in respect of each Supplemental any Letter of Credit and has received from any Lender its pro rata share of such payment in accordance with Section 3.4(a), the amount of each draft paid by such Issuing Lender thereunder. Each Supplemental L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under receives any Supplemental payment related to such Letter of Credit for which such (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, the Issuing Lender will, if such payment is not reimbursed received prior to 1:00 p.m., Dallas, Texas time, on a Business Day, distribute to such Lender its pro rata share thereof on the same Business Day or if received later than 1:00 p.m. on the next succeeding Business Day; provided, however, that in full the event that any such payment received by the Company and/or any relevant L/C Subsidiary Issuing Lender shall be required to be returned by the Issuing Lender, such Lender shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it. (d) Notwithstanding anything to the contrary in accordance with the terms of this Agreement, each Lender's obligation to make the Loans referred to in Section 3.5(b) and to purchase and fund participating interests pursuant to Section 3.4(a) 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 Supplemental L/C Participant shall pay to such Issuing Lender upon demand at such or the Borrower may have against the Issuing Lender's address , the Borrower or any other Person for notices specified herein any reason whatsoever; (ii) the occurrence or as separately notified continuance of a Default or an Event of Default or the failure to the Supplemental L/C Participants by such Issuing Lender an amount equal to such Supplemental L/C Participant's Supplemental Revolving Credit Percentage satisfy any of the amount other conditions specified in Section 6; (iii) any adverse change in the condition (financial or otherwise) of such draft, any Loan Party; (iv) any breach of this Agreement or any part thereofother Loan Document by any Loan Party or any Lender; or (v) any other circumstance, that is happening or event whatsoever, whether or not so reimbursed.similar to any of the foregoing. 3.5

L/C Participations. (a) Each The Issuing Lender -------------------------------- irrevocably agrees to grant and hereby grants to each US$ L/C Participant, and, to induce such the Issuing Lender to issue US$ Letters of CreditCredit hereunder, each US$ L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such US$ L/C Participant's ’s own account and risk an undivided interest equal to such US$ L/C Participant's US$ ’s Revolving Credit Percentage in such the Issuing Lender's ’s obligations and rights under and in respect of each US$ Letter of Credit issued hereunder and the amount of each draft paid by such the Issuing Lender thereunder. Each US$ L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any US$ Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Company and/or any relevant L/C Subsidiary Borrower in accordance with the terms of this Agreement, such US$ L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender's ’s address for notices specified herein or as separately notified to the US$ L/C Participants by such Issuing Lender an amount equal to such US$ L/C Participant's US$ ’s Revolving Credit Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. Each Issuing Lender irrevocably agrees If any amount required to grant and hereby grants to each Supplemental L/C Participant, and, to induce such Issuing Lender to issue Supplemental Letters of Credit, each Supplemental be paid by any L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such Supplemental L/C Participant's own account and risk an undivided interest equal Lender pursuant to such Supplemental L/C Participant's Supplemental Revolving Credit Percentage in such Issuing Lender's obligations and rights under and Section 3.4(a) in respect of each Supplemental any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit and is paid to the amount of each draft paid by such Issuing Lender thereunder. Each Supplemental L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft within three Business Days after the date such payment is paid under any Supplemental Letter of Credit for which such Issuing Lender is not reimbursed in full by the Company and/or any relevant L/C Subsidiary in accordance with the terms of this Agreementdue, such Supplemental L/C Participant shall pay to such the Issuing Lender upon on demand at such Issuing Lender's address for notices specified herein or as separately notified to the Supplemental L/C Participants by such Issuing Lender an amount equal to the product of (i) such Supplemental amount, times (ii) the daily average Federal Funds Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the 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's Supplemental , on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Credit Percentage Facility. A certificate of the amount Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section 3.4 shall be conclusive in the absence of such draft, or any part thereof, that is not so reimbursedmanifest error.

L/C Participations. (a) Each Issuing Lender -------------------------------- irrevocably agrees to grant and hereby grants to each US$ L/C Participant, and, to induce such the Issuing Lender Lenders to issue US$ Letters of CreditCredit hereunder, each US$ L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such US$ L/C Participant's ’s own account and risk an undivided interest equal to such US$ L/C Participant's US$ ’s Revolving Credit Percentage in such each Issuing Lender's ’s obligations and rights under and in respect of each US$ Letter of Credit issued by it hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each US$ L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any US$ Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Company and/or any relevant L/C Subsidiary Borrower in accordance with the terms of this Agreement, such US$ L/C Participant shall pay to such Issuing Lender through the Administrative Agent upon demand at such Issuing Lender's address for notices specified herein or as separately notified to the US$ L/C Participants by such Issuing Lender an amount equal to such US$ L/C Participant's US$ ’s Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each Issuing Lender irrevocably agrees to grant and hereby grants to each Supplemental L/C Participant, and, ’s obligation to induce make such payment to such Issuing Lender to issue Supplemental Letters of Creditas contemplated by this Section 3.4(a), each Supplemental L/C Participant irrevocably agrees to accept shall be absolute and purchase unconditional and hereby accepts and purchases from shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against such Issuing Lender, on the terms and conditions set forth belowBorrower or any other Person for any reason whatsoever, for (B) the occurrence or continuance of a Default or Event of Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing. No such Supplemental L/C Participant's own account and risk an undivided interest equal to such Supplemental L/C Participant's Supplemental Revolving Credit Percentage in such Issuing Lender's obligations and rights under and in respect of each Supplemental Letter of Credit and the amount of each draft paid payment by such Issuing Lender thereunder. Each Supplemental L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Supplemental Letter of Credit for which such Issuing Lender is not reimbursed in full by the Company and/or any relevant L/C Subsidiary in accordance with the terms of this Agreement, such Supplemental L/C Participant shall pay relieve or otherwise impair the obligation of the Borrower to reimburse such Issuing Lender for the amount of any payment made by such Issuing Lender under any Letter of Credit, together with interest as provided herein. (b) If any amount required to be paid by any L/C Participant to any Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender upon demand at such Issuing Lender's address for notices specified herein or as separately notified to within three (3) Business Days after the Supplemental L/C Participants by such Issuing Lender an amount equal to such Supplemental L/C Participant's Supplemental Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed.- 84-

L/C Participations. (a) Each The Issuing Lender -------------------------------- irrevocably agrees to grant and hereby grants to each US$ L/C Participant, and, to induce such the Issuing Lender to issue US$ Letters of Credit, each US$ L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, 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 Percentage in such the Issuing Lender's obligations and rights under and in respect of each US$ Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each US$ L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any US$ Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Company and/or any relevant L/C Subsidiary Borrower in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such US$ L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender's address for notices specified herein or as separately notified to the US$ L/C Participants by such Issuing Lender an amount equal to such US$ L/C Participant's US$ Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each Issuing Lender irrevocably agrees If any amount required to grant and hereby grants to each Supplemental L/C Participant, and, to induce such Issuing Lender to issue Supplemental Letters of Credit, each Supplemental be paid by any L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such Supplemental L/C Participant's own account and risk an undivided interest equal Lender pursuant to such Supplemental L/C Participant's Supplemental Revolving Credit Percentage in such Issuing Lender's obligations and rights under and Section 3.4(a) in respect of each Supplemental any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit and is not paid to the amount of each draft paid by such Issuing Lender thereunder. Each Supplemental L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft on the date such payment is paid under any Supplemental Letter of Credit for which such Issuing Lender is not reimbursed in full by the Company and/or any relevant L/C Subsidiary in accordance with the terms of this Agreementdue, such Supplemental L/C Participant shall pay to such the Issuing Lender upon on demand at such Issuing Lender's address for notices specified herein or as separately notified to the Supplemental L/C Participants by such Issuing Lender an amount equal to the product of (i) such Supplemental amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to 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, provided that 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's Supplemental Revolving Credit Percentage , 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 amount Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such draftpayment in accordance with Section 3.4(a), 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 part payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that is not so reimbursedin the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

L/C Participations. (a) Each The Issuing Lender -------------------------------- irrevocably agrees to grant and hereby grants to each US$ L/C Participant, and, to induce such the Issuing Lender to issue US$ Letters of CreditCredit hereunder, each US$ L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such US$ L/C Participant's ’s own account and risk an undivided interest equal to such US$ L/C Participant's US$ ’s Revolving Credit Percentage in such the Issuing Lender's ’s obligations and rights under and in respect of each US$ Letter of Credit issued hereunder and the amount of each draft paid by such the Issuing Lender thereunder. Each US$ L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any US$ Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Company and/or any relevant L/C Subsidiary Borrower in accordance with the terms of this Agreement, such US$ L/C Participant shall pay to such Issuing Lender upon demand at such the Issuing Lender's , regardless of the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, upon demand, at the Issuing Lender’s address for notices specified herein or as separately notified to the US$ L/C Participants by such Issuing Lender an amount equal to such US$ L/C Participant's US$ ’s Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each Issuing Lender irrevocably agrees to grant and hereby grants to each Supplemental L/C Participant, and, to induce such Issuing Lender to issue Supplemental Letters of Credit, each Supplemental L/C Participant irrevocably acknowledges and agrees that its obligation to accept acquire participations and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions set forth below, for such Supplemental L/C Participant's own account and risk an undivided interest equal make payments pursuant to such Supplemental L/C Participant's Supplemental Revolving Credit Percentage in such Issuing Lender's obligations and rights under and this paragraph in respect of each Supplemental 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 Credit, the occurrence and continuance of a Default or Event of Default, the amount reduction or termination of each draft paid by such Issuing Lender thereunder. Each Supplemental L/C Participant unconditionally and irrevocably agrees with each Issuing Lender thatthe Commitments, if a draft is paid under any Supplemental Letter adverse change in the condition (financial or otherwise) of Credit for which such Issuing Lender is not reimbursed in full the Borrower or any other Person or any breach of this Agreement or any other Loan Document by the Company and/or Borrower or any relevant L/C Subsidiary in accordance with the terms of this Agreementother Person (including, such Supplemental L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender's address for notices specified herein or as separately notified to the Supplemental L/C Participants by such Issuing Lender an amount equal to such Supplemental L/C Participant's Supplemental without limitation, any other Revolving Credit Percentage of the amount of Lender), and each such draftpayment shall be made without any offset, abatement, withholding or any part thereof, that is not so reimbursedreduction whatsoever.

L/C Participations. (a) Each 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 US$ L/C ParticipantRevolving Lender, and, to induce and each such Issuing Revolving Lender to issue US$ Letters of Credit, each US$ L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth belowhereinafter stated and, for such US$ L/C ParticipantRevolving Lender's own account and risk an undivided interest equal to such US$ L/C ParticipantRevolving Lender's US$ Rateable Portion under the Revolving Credit Percentage Facility in such the Issuing Lender's obligations and rights under and in respect of each US$ Letter of Credit Fronted LC issued by the Issuing Lender and the amount of each draft paid by such the Issuing Lender thereunder. Each US$ L/C Participant such Revolving Lender unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft an amount is paid under any US$ Letter of Credit Fronted LC for which such Issuing Lender is not reimbursed in full by the Company and/or any relevant L/C Subsidiary Borrower in accordance with the terms of this Agreement, such US$ L/C Participant shall Revolving Lender will pay to such the Agent, for the account of the Issuing Lender Lender, upon demand at such Issuing Lenderthe Agent's address for notices specified herein or as separately notified to the US$ L/C Participants by such Issuing Lender herein, an amount equal to such US$ L/C ParticipantRevolving Lender's US$ Rateable Portion under the Revolving Credit Percentage of the amount Facility of such draftamount, or any part thereof, that which is not so reimbursed. Each Issuing On the date that any assignee becomes a Revolving Lender irrevocably agrees party to grant and hereby grants to each Supplemental L/C Participant, and, to induce such Issuing Lender to issue Supplemental Letters of Credit, each Supplemental L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions set forth below, for such Supplemental L/C Participant's own account and risk an undivided interest equal to such Supplemental L/C Participant's Supplemental Revolving Credit Percentage in such Issuing Lender's obligations and rights under and in respect of each Supplemental Letter of Credit and the amount of each draft paid by such Issuing Lender thereunder. Each Supplemental L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Supplemental Letter of Credit for which such Issuing Lender is not reimbursed in full by the Company and/or any relevant L/C Subsidiary this Agreement in accordance with Article 20, participating interests in any outstanding Fronted LC, held by the terms of this Agreementassignor Revolving Lender from which such assignee acquired its interest hereunder will be proportionately reallocated between such assignee and such assignor Revolving Lender. Each Revolving Lender hereby agrees that its obligation to participate in each Fronted LC, such Supplemental L/C Participant shall and to pay or to such reimburse the Issuing Lender upon demand at such Issuing Lender's address for notices specified herein or as separately notified to the Supplemental L/C Participants by such Issuing Lender an amount equal to such Supplemental L/C Participant's Supplemental Revolving Credit Percentage its participating share of the amount 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 draftpayment will be made without offset, abatement, withholding or any part thereof, that is not so reimbursedother reduction whatsoever.

L/C Participations. (a) Each Issuing Lender -------------------------------- irrevocably agrees to grant and hereby grants to each US$ L/C Participant, and, to induce such each Issuing Lender to issue US$ Letters of CreditCredit hereunder, each US$ L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such US$ L/C Participant's ’s own account and risk risk, an undivided interest equal to such US$ L/C Participant's US$ ’s Revolving Credit Percentage in such each Issuing Lender's ’s obligations and rights under and in respect of each US$ Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each US$ L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any US$ Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Company and/or any relevant L/C Subsidiary Borrower in accordance with the terms of this Agreement, such US$ L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender upon demand at such Issuing Lender's ’s address for notices specified herein or as separately notified (and thereafter the Administrative Agent shall promptly pay to the US$ L/C Participants by such Issuing Lender Lender) an amount equal to such US$ L/C Participant's US$ ’s Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each Issuing Lender irrevocably agrees to grant and hereby grants to each Supplemental L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, andincluding (i) any setoff, to induce counterclaim, recoupment, defense or other right that such Issuing Lender to issue Supplemental Letters of Credit, each Supplemental L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such may have against any Issuing Lender, on the terms and 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 set forth belowspecified in Section 5, for such Supplemental L/C Participant's own account and risk an undivided interest equal to such Supplemental L/C Participant's Supplemental Revolving Credit Percentage (iii) any adverse change in such Issuing Lender's obligations and rights under and in respect the condition (financial or otherwise) of each Supplemental Letter the Borrower, (iv) any breach of Credit and this Agreement or any other Loan Document by the amount of each draft paid by such Issuing Lender thereunder. Each Supplemental Borrower, any other Loan Party or any other L/C Participant unconditionally and irrevocably agrees with each Issuing Lender thator (v) any other circumstance, if a draft is paid under happening or event whatsoever, whether or not similar to any Supplemental Letter of Credit for which such Issuing Lender is not reimbursed in full by the Company and/or any relevant L/C Subsidiary in accordance with the terms of this Agreement, such Supplemental L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender's address for notices specified herein or as separately notified to the Supplemental L/C Participants by such Issuing Lender an amount equal to such Supplemental L/C Participant's Supplemental Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursedforegoing.

L/C Participations. (a) Each The Issuing Lender -------------------------------- irrevocably agrees to grant and hereby grants to each US$ US Borrower L/C Participant, and, to induce such the Issuing Lender to issue US$ US Borrower Letters of Credit, each US$ US Borrower L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such US$ US Borrower L/C Participant's ’s own account and risk an undivided interest equal to such US$ US Borrower L/C Participant's US$ ’s US Borrower Revolving Credit Percentage in such the Issuing Lender's ’s obligations and rights under and in respect of each US$ US Borrower Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each US$ US Borrower L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any US$ US Borrower Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Company and/or any relevant L/C Subsidiary US Borrower in accordance with the terms of this Agreement, such US$ US Borrower L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender's ’s address for notices specified herein or as separately notified to the US$ L/C Participants by such Issuing Lender an amount equal to such US$ US Borrower L/C Participant's US$ ’s US Borrower Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each Issuing Lender irrevocably agrees to grant and hereby grants to each Supplemental US Borrower L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, andincluding (i) any setoff, to induce counterclaim, recoupment, defense or other right that such Issuing Lender to issue Supplemental Letters of Credit, each Supplemental US Borrower L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such may have against the Issuing Lender, on the terms and 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 set forth belowspecified in Section 5, for such Supplemental L/C Participant's own account and risk an undivided interest equal to such Supplemental L/C Participant's Supplemental Revolving Credit Percentage (iii) any adverse change in such Issuing Lender's obligations and rights under and in respect the condition (financial or otherwise) of each Supplemental Letter the US Borrower, (iv) any breach of Credit and the amount of each draft paid this Agreement or any other Loan Document by such Issuing Lender thereunder. Each Supplemental any Borrower, any other Loan Party or any other US Borrower L/C Participant unconditionally and irrevocably agrees with each Issuing Lender thator (v) any other circumstance, if a draft is paid under happening or event whatsoever, whether or not similar to any Supplemental Letter of Credit for which such Issuing Lender is not reimbursed in full by the Company and/or any relevant L/C Subsidiary in accordance with the terms of this Agreement, such Supplemental L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender's address for notices specified herein or as separately notified to the Supplemental L/C Participants by such Issuing Lender an amount equal to such Supplemental L/C Participant's Supplemental Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed.foregoing

L/C Participations. (a) Each Issuing Lender -------------------------------- irrevocably agrees to grant and hereby grants to each US$ L/C Participant, and, to induce such each Issuing Lender to issue US$ Letters of CreditCredit hereunder, each US$ L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such US$ L/C Participant's ’s own account and risk risk, a participation interest as described below, provided that as to any Letter of Credit that expires on or after the date that is five Business Days immediately prior to the Non-Extending Revolving Credit Termination Date (such Letter of Credit, an “Extending Letter of Credit”), such L/C Participants shall be limited to Extending Revolving Credit Lenders, and in the case of any such renewal, there shall be an automatic adjustment to the participations pursuant to this Section 3.4 to allocate all such participations in such renewed Letter of Credit among the Extending Revolving Credit Lenders. Each L/C Participant shall be deemed to have irrevocably accepted and purchased from such Issuing Lender 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 (i) such US$ L/C Participant's US$ ’s Revolving Credit Percentage in such each Issuing Lender's ’s obligations and rights under and in respect of each US$ Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by such Issuing Lender thereunderthereunder (other than Extending Letters of Credit) or (ii) such L/C Participant’s Extending Revolving Credit Percentage in such Extending Letter of Credit. Each US$ L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any US$ Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Company and/or any relevant L/C Subsidiary Borrower in accordance with the terms of this Agreement, such US$ L/C Participant shall pay to the Administrative Agent, for the account of such Issuing Lender Lender, upon demand at the Administrative Agent’s Payment Office (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender's address for notices specified herein or as separately notified to the US$ L/C Participants by such Issuing Lender ) an amount equal to such US$ L/C Participant's US$ ’s Revolving Credit Percentage (or, in the case of Extending Letters of Credit, such L/C Participant’s Extending Revolving Credit Percentage) of the amount of such draft, or any part thereof, that is not so reimbursed. Each Issuing Lender irrevocably agrees to grant and hereby grants to each Supplemental L/C Participant, and, to induce such Issuing Lender to issue Supplemental Upon any change in the respective Revolving Credit Commitments or Revolving Credit Percentages (or Extending Revolving Credit Commitments or Extending Revolving Credit Percentages in the case of Extending Letters of Credit, each Supplemental L/C Participant irrevocably agrees ) of the Lenders pursuant to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions set forth belowhereof, for it is hereby agreed that, with respect to all such Supplemental L/C Participant's own account and risk outstanding Letters of Credit or, as the case may be, Extending Letters of Credit and, in each case, any related Payment Amounts, there shall be an undivided interest equal automatic adjustment to such Supplemental L/C Participant's Supplemental the participations pursuant to this Section 3.4 to reflect the new Revolving Credit Percentage in such Issuing Lender's obligations and rights under and in respect of each Supplemental Letter of Credit and the amount of each draft paid by such Issuing Lender thereunder. Each Supplemental L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Supplemental Letter of Credit for which such Issuing Lender is not reimbursed in full by the Company and/or any relevant L/C Subsidiary in accordance with the terms of this Agreement, such Supplemental L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender's address for notices specified herein Percentages (or as separately notified to the Supplemental L/C Participants by such Issuing Lender an amount equal to such Supplemental L/C Participant's Supplemental Extending Revolving Credit Percentage Percentages in the case of Extending Letters of Credit) of the amount assignor and assignee Lender or of such draftall Lenders with respective Revolving Credit Commitments (or Extending Revolving Credit Commitments in the case of Extending Letters of Credit), or any part thereof, that is not so reimbursedas applicable.

L/C Participations. (a) Each US Issuing Lender -------------------------------- irrevocably agrees to grant and hereby grants to each US$ US L/C Participant, and, to induce such US Issuing Lender to issue US$ US Letters of Credit, each US$ US L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such US Issuing Lender, on the terms and conditions set forth below, for such US$ US L/C Participant's own account and risk an undivided interest equal to such US$ US L/C Participant's US$ US Revolving Credit Percentage in such US Issuing Lender's obligations and rights under and in respect of each US$ US Letter of Credit issued by it and the amount of each draft paid by such US Issuing Lender thereunder. Each US$ US L/C Participant unconditionally and irrevocably agrees with each US Issuing Lender that, if a draft is paid under any US$ US Letter of Credit issued by it for which such US Issuing Lender is not reimbursed in full by the Company and/or any relevant L/C Subsidiary US Borrower in accordance with the terms of this Agreement, such US$ US L/C Participant shall pay to such US Issuing Lender upon demand at such US Issuing Lender's address for notices specified herein or as separately notified to the US$ L/C Participants by such Issuing Lender an amount equal to such US$ US L/C Participant's US$ US Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each Issuing Lender irrevocably agrees to grant and hereby grants to each Supplemental L/C Participant, and, to induce such Issuing Lender to issue Supplemental Letters of Credit, each Supplemental L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions set forth below, for such Supplemental US L/C Participant's own account obligation to pay such amount shall be absolute and risk an undivided interest equal to unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Supplemental L/C Participant's Supplemental Revolving Credit Percentage in such Issuing Lender's obligations and rights under and in respect of each Supplemental Letter of Credit and the amount of each draft paid by such Issuing Lender thereunder. Each Supplemental US L/C Participant unconditionally and irrevocably agrees with each may have against any US Issuing Lender thatLender, if the US Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a draft is paid under Default or an Event of Default or the failure to satisfy any Supplemental Letter of Credit for which such Issuing Lender is not reimbursed the other conditions specified in full Section 5, (iii) any adverse change in the financial condition of the US Borrower, (iv) any breach of this Agreement or any other Loan Document by the Company and/or US Borrower, any relevant L/C Subsidiary in accordance with the terms of this Agreement, such Supplemental other Loan Party or any other US L/C Participant shall pay or (v) any other circumstance, happening or event whatsoever, whether or not similar to such Issuing Lender upon demand at such Issuing Lender's address for notices specified herein or as separately notified to the Supplemental L/C Participants by such Issuing Lender an amount equal to such Supplemental L/C Participant's Supplemental Revolving Credit Percentage any of the amount of such draft, or any part thereof, that is not so reimbursed.foregoing

L/C Participations. (a) Each The Issuing Lender -------------------------------- irrevocably agrees to grant and hereby grants to each US$ L/C Participant, and, to induce such the Issuing Lender to issue US$ Letters of Credit, each US$ L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such US$ L/C Participant's ’s own account and risk an undivided interest equal to such US$ L/C Participant's US$ Revolving ’s Applicable Percentage (or proportionate percentage under the Alternate Currency Sublimit in the case of Letter of Credit Percentage drawings in such an Alternate Currency) in the Issuing Lender's ’s obligations and rights under and in respect of each US$ Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each US$ L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any US$ Letter of Credit for which such Issuing Lender is not reimbursed in full by the Company and/or any relevant and becomes an L/C Subsidiary Borrowing in accordance with the terms of this Agreement, such US$ L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender's ’s address for notices specified herein or as separately notified to the US$ L/C Participants by such Issuing Lender an amount equal to such US$ L/C Participant's US$ Revolving ’s Applicable Percentage (or proportionate percentage under the Alternate Currency Sublimit in the case of Letter of Credit Percentage of the amount drawings in an Alternate Currency) of such draft, or any part thereof, that is not so reimbursedL/C Borrowing. Each Issuing Lender irrevocably agrees to grant and hereby grants to each Supplemental L/C Participant’s obligation to make such Advances as part of an L/C Borrowing shall be absolute and unconditional and shall not be affected by any circumstance, andincluding (i) any setoff, to induce counterclaim, recoupment, defense or other right that such Issuing Lender to issue Supplemental Letters of Credit, each Supplemental L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such may have against the Issuing Lender, on the terms and 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 set forth belowspecified in Article VI, for such Supplemental L/C Participant's own account and risk an undivided interest equal to such Supplemental L/C Participant's Supplemental Revolving Credit Percentage (iii) any adverse change in such Issuing Lender's obligations and rights under and in respect the condition (financial or otherwise) of each Supplemental Letter the Borrower, (iv) any breach of Credit and this Agreement or any other loan document by the amount of each draft paid by such Issuing Lender thereunder. Each Supplemental Borrower or any other L/C Participant unconditionally and irrevocably agrees with each Issuing Lender thator (v) any other circumstance, if a draft is paid under happening or event whatsoever, whether or not similar to any Supplemental Letter of Credit for which such Issuing Lender is not reimbursed in full by the Company and/or any relevant L/C Subsidiary in accordance with the terms of this Agreement, such Supplemental L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender's address for notices specified herein or as separately notified to the Supplemental L/C Participants by such Issuing Lender an amount equal to such Supplemental L/C Participant's Supplemental Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursedforegoing.

L/C Participations. (a) Each Issuing Lender -------------------------------- irrevocably agrees to grant and hereby grants to each US$ L/C Participant, and, to induce such the Issuing Lender Lenders to issue US$ Letters of CreditCredit hereunder, each US$ L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such US$ L/C Participant's ’s own account and risk an undivided interest equal to such US$ L/C Participant's US$ ’s Restatement Revolving Credit Percentage in such each Issuing Lender's ’s obligations and rights under and in respect of each US$ Letter of Credit issued by it hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each US$ L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any US$ Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Company and/or any relevant L/C Subsidiary Borrower in accordance with the terms of this Agreement, such US$ L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender's address for notices specified herein or as separately notified to the US$ L/C Participants by such Issuing Lender an amount equal to such US$ L/C Participant's US$ ’s Restatement Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each Issuing Lender irrevocably agrees to grant and hereby grants to each Supplemental L/C Participant, and, ’s obligation to induce make such payment to such Issuing Lender to issue Supplemental Letters of Creditas contemplated by this Section 3.4(a), each Supplemental L/C Participant irrevocably agrees to accept shall be absolute and purchase unconditional and hereby accepts and purchases from shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against such Issuing Lender, on the terms and conditions set forth belowBorrower or any other Person for any reason whatsoever, for (B) the occurrence or continuance of a Default or Event of Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing. No such Supplemental L/C Participant's own account and risk an undivided interest equal to such Supplemental L/C Participant's Supplemental Revolving Credit Percentage in such Issuing Lender's obligations and rights under and in respect of each Supplemental Letter of Credit and the amount of each draft paid payment by such Issuing Lender thereunder. Each Supplemental L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Supplemental Letter of Credit for which such Issuing Lender is not reimbursed in full by the Company and/or any relevant L/C Subsidiary in accordance with the terms of this Agreement, such Supplemental L/C Participant shall pay relieve or otherwise impair the obligation of the Borrower to reimburse such Issuing Lender upon demand at such Issuing Lender's address for notices specified herein or as separately notified to the Supplemental L/C Participants amount of any payment made by such Issuing Lender an amount equal to such Supplemental L/C Participant's Supplemental Revolving Credit Percentage under any Letter of the amount of such draftCredit, or any part thereof, that is not so reimbursedtogether with interest as provided herein.

L/C Participations. (a) Each The Issuing Lender -------------------------------- irrevocably agrees to grant and hereby grants to each US$ L/C Participant, and, to induce such the Issuing Lender to issue US$ Letters of CreditCredit hereunder, each US$ L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such US$ L/C Participant's ’s own account and risk an undivided interest equal to such US$ L/C Participant's US$ ’s Revolving Credit Commitment Percentage in such the Issuing Lender's ’s obligations and rights under and in respect of each US$ Letter of Credit issued hereunder and the amount of each draft paid by such the Issuing Lender thereunder. Each US$ L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any US$ Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Company and/or any relevant L/C Subsidiary 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 the Issuing Lender upon demand at such the Issuing Lender's ’s address for notices specified herein or as separately notified to the US$ L/C Participants by such Issuing Lender an amount equal to such US$ L/C Participant's US$ ’s Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. Each Issuing Lender irrevocably agrees (b) Upon becoming aware of any amount required to grant and hereby grants to each Supplemental L/C Participant, and, to induce such Issuing Lender to issue Supplemental Letters of Credit, each Supplemental be paid by any L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such Supplemental L/C Participant's own account and risk an undivided interest equal Lender pursuant to such Supplemental L/C Participant's Supplemental Revolving Credit Percentage in such Issuing Lender's obligations and rights under and Section 3.4(a) in respect of each Supplemental any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit and Credit, the amount of each draft paid by such Issuing Lender thereunder. Each Supplemental shall notify each L/C Participant unconditionally of the amount and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Supplemental Letter due date of Credit for which such Issuing Lender is not reimbursed in full by the Company and/or any relevant L/C Subsidiary in accordance with the terms of this Agreement, required payment and such Supplemental L/C Participant shall pay to such the Issuing Lender upon demand at such Issuing Lender's address for notices specified herein or as separately notified to the Supplemental L/C Participants by such Issuing Lender an amount equal to such Supplemental L/C Participant's Supplemental Revolving Credit Percentage of the amount of specified on the applicable due date. If any such draft, or any part thereof, that is not so reimbursed.amount

L/C Participations. (a) Each The Issuing Lender -------------------------------- irrevocably agrees to grant and hereby grants to each US$ L/C ParticipantParticipant under the applicable Facility, and, to induce such the Issuing Lender to issue US$ Letters of CreditCredit hereunder, each US$ 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 set forth belowhereinafter stated, for such US$ L/C Participant's ’s own account and risk an undivided interest equal to such US$ L/C Participant's US$ ’s Revolving Credit 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 US$ Letter of Credit issued hereunder under a Facility and the amount of each draft paid by such the Issuing Lender thereunder. Each US$ L/C Participant under a Facility unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any US$ Letter of Credit issued under such Facility for which such the Issuing Lender is not reimbursed in full by the Company and/or any relevant L/C Subsidiary Borrower in accordance with the terms of this Agreement, Agreement (i) such US$ L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender's ’s address for notices specified herein or as separately notified to the US$ L/C Participants by such Issuing Lender an amount equal to such US$ L/C Participant's US$ ’s Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each Issuing Lender irrevocably agrees to grant and hereby grants to each Supplemental L/C Participant, and, to induce such Issuing Lender to issue Supplemental in the case of Revolving Letters of Credit, each Supplemental Credit and (ii) such L/C Participant hereby irrevocably agrees authorizes the Administrative Agent to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions set forth below, for such Supplemental L/C Participant's own account and risk an undivided interest equal to such Supplemental L/C Participant's Supplemental Revolving Credit Percentage in such Issuing Lender's obligations and rights under and in respect of each Supplemental Letter of Credit and the amount of each draft paid by such Issuing Lender thereunder. Each Supplemental L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Supplemental Letter of Credit for which such Issuing Lender is not reimbursed in full by the Company and/or any relevant L/C Subsidiary in accordance with the terms of this Agreement, such Supplemental L/C Participant shall pay make available to such Issuing Lender upon demand at such the Issuing Lender's ’s address for notices specified herein or as separately notified to the Supplemental L/C Participants by such Issuing Lender an amount equal to such Supplemental L/C Participant's Supplemental Revolving Credit ’s Tranche B-1 Percentage of the amount of such draft, or any part thereof, that is not so reimbursedreimbursed 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).

L/C Participations. (a) Each The Issuing Lender -------------------------------- irrevocably agrees to grant and hereby grants to each US$ L/C Participant, and, to induce such the Issuing Lender to issue US$ Letters of Credit, each US$ L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, 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 Percentage in such the Issuing Lender's obligations and rights under and in respect of each US$ Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each US$ L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any US$ Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Company and/or any relevant L/C Subsidiary Borrower in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such US$ L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender's address for notices specified herein or as separately notified to the US$ L/C Participants by such Issuing Lender an amount equal to such US$ L/C Participant's US$ Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each Issuing Lender irrevocably agrees If any amount required to grant and hereby grants to each Supplemental L/C Participant, and, to induce such Issuing Lender to issue Supplemental Letters of Credit, each Supplemental be paid by any L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such Supplemental L/C Participant's own account and risk an undivided interest equal Lender pursuant to such Supplemental L/C Participant's Supplemental Revolving Credit Percentage in such Issuing Lender's obligations and rights under and Section 3.4(a) in respect of each Supplemental any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit and is not paid to the amount of each draft paid by such Issuing Lender thereunder. Each Supplemental L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft within three Business Days after the date such payment is paid under any Supplemental Letter of Credit for which such Issuing Lender is not reimbursed in full by the Company and/or any relevant L/C Subsidiary in accordance with the terms of this Agreementdue, such Supplemental L/C Participant shall pay to such the Issuing Lender upon on demand at such Issuing Lender's address for notices specified herein or as separately notified to the Supplemental L/C Participants by such Issuing Lender an amount equal to the product of (i) such Supplemental amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to 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's Supplemental , on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Credit Percentage Facility. A certificate of the amount Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such draftpayment in accordance with Section 3.4(a), 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 part payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that is not so reimbursedin the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

L/C Participations. (a) Each The Issuing Lender -------------------------------- irrevocably agrees to grant and hereby grants to each US$ L/C Participant, and, to induce such the Issuing Lender to issue US$ Letters of CreditCredit hereunder, each US$ L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such US$ L/C Participant's ’s own account and risk an undivided interest equal to such US$ L/C Participant's US$ ’s Revolving Credit Commitment Percentage in such the Issuing Lender's ’s obligations and rights under and in respect of each US$ Letter of Credit issued hereunder and the amount of each draft paid by such the Issuing Lender thereunder. Each US$ L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any US$ Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Company and/or any relevant L/C Subsidiary Parent 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 the Issuing Lender upon demand at such the Issuing Lender's ’s address for notices specified herein or as separately notified to the US$ L/C Participants by such Issuing Lender an amount equal to such US$ L/C Participant's US$ ’s Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. Each Issuing Lender irrevocably agrees (b) Upon becoming aware of any amount required to grant and hereby grants to each Supplemental L/C Participant, and, to induce such Issuing Lender to issue Supplemental Letters of Credit, each Supplemental be paid by any L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such Supplemental L/C Participant's own account and risk an undivided interest equal Lender pursuant to such Supplemental L/C Participant's Supplemental Revolving Credit Percentage in such Issuing Lender's obligations and rights under and Section 3.4(a) in respect of each Supplemental any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit and Credit, the amount of each draft paid by such Issuing Lender thereunder. Each Supplemental shall notify each L/C Participant unconditionally of the amount and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Supplemental Letter due date of Credit for which such Issuing Lender is not reimbursed in full by the Company and/or any relevant L/C Subsidiary in accordance with the terms of this Agreement, required payment and such Supplemental L/C Participant shall pay to such the Issuing Lender upon demand at the amount specified on the applicable due date. If any such amount is paid to the Issuing Lender after the date such payment is due, such L/C Participant shall pay to 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 the Issuing Lender's address for notices specified herein or as separately notified , 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 Issuing Lender with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. With respect to payment to the Supplemental Issuing Lender of the unreimbursed amounts described in this Section, if the L/C Participants by receive notice that any such payment is due (A) prior to 1:00 p.m. on any Business Day, such payment shall be due that Business Day, and (B) after 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 Issuing Lender an amount equal to such Supplemental has made payment under any Letter of Credit and has received from any L/C Participant's Supplemental Participant its Revolving Credit Commitment Percentage of such payment in accordance with this Section, the amount Issuing Lender receives any payment related to such Letter of such draftCredit (whether directly from the Parent Borrower or otherwise), or any part payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, that is not so reimbursed.in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it. SECTION 3.5

L/C Participations. (a) Each The US Issuing Lender -------------------------------- irrevocably agrees to grant and hereby grants to each US$ US L/C Participant, and, to induce such the US Issuing Lender to issue US$ US Letters of CreditCredit hereunder, each US$ US L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the US Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such US$ US L/C Participant's own account and risk an undivided interest equal to such US$ US L/C Participant's US$ US Revolving Credit Commitment Percentage in such the US Issuing Lender's obligations and rights under and in respect of each US$ US Letter of Credit issued hereunder and the amount of each draft paid by such the US Issuing Lender thereunder. Each US$ US L/C Participant unconditionally and irrevocably agrees with each the US Issuing Lender that, if a draft is paid under any US$ US Letter of Credit for which such the US Issuing Lender is not reimbursed in full by the Company and/or any relevant L/C Subsidiary in accordance with the terms of this Agreement, such US$ US L/C Participant shall pay to such the US Issuing Lender upon demand at such the US Issuing Lender's address for notices specified herein or as separately notified to the US$ L/C Participants by such Issuing Lender an amount equal to such US$ US L/C Participant's US$ US Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. Each Issuing Lender irrevocably agrees to grant and hereby grants to each Supplemental L/C Participant, and, to induce such Issuing Lender to issue Supplemental Letters of Credit, each Supplemental L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions set forth below, for such Supplemental L/C Participant's own account and risk an undivided interest equal to such Supplemental L/C Participant's Supplemental Revolving Credit Percentage in such Issuing Lender's obligations and rights under and in respect of each Supplemental Letter of Credit and the amount of each draft paid by such Issuing Lender thereunder. Each Supplemental L/C Participant unconditionally and irrevocably agrees with each Issuing Lender ; provided 52 46 that, if such demand is made prior to 12:00 Noon, New York City time, on a draft is paid under any Supplemental Letter of Credit for which such Issuing Lender is not reimbursed in full by the Company and/or any relevant L/C Subsidiary in accordance with the terms of this AgreementBusiness Day, such Supplemental US L/C Participant shall pay make such payment to such the US Issuing Lender upon demand at such Issuing Lender's address for notices specified herein or as separately notified prior to the Supplemental end of such Business Day and otherwise such US L/C Participants by Participant shall make such Issuing Lender an amount equal to such Supplemental L/C Participant's Supplemental Revolving Credit Percentage of payment on the amount of such draft, or any part thereof, that is not so reimbursednext succeeding Business Day.

L/C Participations. (a) Each The Issuing Lender -------------------------------- irrevocably agrees to grant and hereby grants to each US$ US Borrower L/C Participant, and, to induce such the Issuing Lender to issue US$ US Borrower Letters of Credit, each US$ US Borrower L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such US$ US Borrower L/C Participant's ’s own account and risk an undivided interest equal to such US$ US Borrower L/C Participant's US$ ’s Revolving Credit Percentage in such the Issuing Lender's ’s obligations and rights under and in respect of each US$ US Borrower Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each US$ US Borrower L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any US$ US Borrower Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Company and/or any relevant L/C Subsidiary US Borrower in accordance with the terms of this Agreement, such US$ US Borrower L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender's ’s address for notices specified herein or as separately notified to the US$ L/C Participants by such Issuing Lender an amount equal to such US$ US Borrower L/C Participant's US$ ’s US Borrower Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each Issuing Lender irrevocably agrees to grant and hereby grants to each Supplemental US Borrower L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, andincluding (i) any setoff, to induce counterclaim, recoupment, defense or other right that such Issuing Lender to issue Supplemental Letters of Credit, each Supplemental US Borrower L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such may have against the Issuing Lender, on the terms and 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 set forth belowspecified in Section 5, for such Supplemental L/C Participant's own account and risk an undivided interest equal to such Supplemental L/C Participant's Supplemental Revolving Credit Percentage (iii) any adverse change in such Issuing Lender's obligations and rights under and in respect the condition (financial or otherwise) of each Supplemental Letter the US Borrower, (iv) any breach of Credit and the amount of each draft paid this Agreement or any other Loan Document by such Issuing Lender thereunder. Each Supplemental any Borrower, any other Loan Party or any other US Borrower L/C Participant unconditionally and irrevocably agrees with each Issuing Lender thator (v) any other circumstance, if a draft is paid under happening or event whatsoever, whether or not similar to any Supplemental Letter of Credit for which such Issuing Lender is not reimbursed in full by the Company and/or any relevant L/C Subsidiary in accordance with the terms of this Agreement, such Supplemental L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender's address for notices specified herein or as separately notified to the Supplemental L/C Participants by such Issuing Lender an amount equal to such Supplemental L/C Participant's Supplemental Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed.foregoing

L/C Participations. (a) Each The Tranche A Issuing Lender -------------------------------- irrevocably agrees to grant and hereby grants to each US$ L/C Participant, and, to induce such the Tranche A Issuing Lender to issue US$ Tranche A Letters of Credit, each US$ L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Tranche A Issuing Lender, on the terms and conditions set forth below, for such US$ L/C Participant's ’s own account and risk an undivided interest equal to such US$ L/C Participant's US$ ’s Revolving Credit Percentage in such the Tranche A Issuing Lender's ’s obligations and rights under and in respect of each US$ Tranche A Letter of Credit and the amount of each draft paid by such the Tranche A Issuing Lender thereunder. Each US$ L/C Participant unconditionally and irrevocably agrees with each the Tranche A Issuing Lender that, if a draft is paid under any US$ Tranche A Letter of Credit for which such the Tranche A Issuing Lender is not reimbursed in full by the Company and/or any relevant L/C Subsidiary Borrower in accordance with the terms of this Agreement, such US$ L/C Participant shall pay to such the Administrative Agent for the account of the Tranche A Issuing Lender upon demand at such Issuing Lender's the Administrative Agent’s address for notices specified herein or as separately notified (and thereafter the Administrative Agent shall promptly pay to the US$ L/C Participants by such Tranche A Issuing Lender Lender) an amount equal to such US$ L/C Participant's US$ ’s Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each Issuing Lender irrevocably agrees to grant and hereby grants to each Supplemental L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, andincluding (i) any setoff, to induce counterclaim, recoupment, defense or other right that such Issuing Lender to issue Supplemental Letters of Credit, each Supplemental L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such may have against the Tranche A Issuing Lender, on the terms and 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 set forth belowspecified in Section 5, for such Supplemental L/C Participant's own account and risk an undivided interest equal to such Supplemental L/C Participant's Supplemental Revolving Credit Percentage (iii) any adverse change in such Issuing Lender's obligations and rights under and in respect the financial condition of each Supplemental Letter the Borrower, (iv) any breach of Credit and this Agreement or any other Loan Document by the amount of each draft paid by such Issuing Lender thereunder. Each Supplemental Borrower, any other Loan Party or any other L/C Participant unconditionally and irrevocably agrees with each Issuing Lender thator (v) any other circumstance, if a draft is paid under happening or event whatsoever, whether or not similar to any Supplemental Letter of Credit for which such Issuing Lender is not reimbursed in full by the Company and/or any relevant L/C Subsidiary in accordance with the terms of this Agreement, such Supplemental L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender's address for notices specified herein or as separately notified to the Supplemental L/C Participants by such Issuing Lender an amount equal to such Supplemental L/C Participant's Supplemental Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed.foregoing

L/C Participations. (a) Each Issuing Lender -------------------------------- irrevocably agrees to grant and hereby grants to each US$ L/C Participant, and, to induce such Issuing Lender to issue US$ Letters of Credit, each US$ L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions set forth below, for such US$ L/C Participant's ’s own account and risk an undivided interest equal to such US$ L/C Participant's US$ ’s Revolving Credit Percentage in such Issuing Lender's ’s obligations and rights under and in respect of each US$ Letter of Credit issued 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 Revolving Extensions of Credit would exceed the Total 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. Each US$ L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any US$ Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Company and/or any relevant L/C Subsidiary applicable Borrower in accordance with the terms of this Agreement, such US$ 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 or as separately notified to the US$ L/C Participants by such Issuing Lender an amount equal to such US$ L/C Participant's US$ ’s Revolving Percentage of the Dollar Equivalent (other with respect to amounts payable pursuant to Letters of Credit Percentage 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, that is not so reimbursed. Each Issuing Lender irrevocably agrees to grant and hereby grants to each Supplemental L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, andincluding (i) any setoff, to induce counterclaim, recoupment, defense or other right that such Issuing Lender to issue Supplemental Letters of Credit, each Supplemental L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from may have against such Issuing Lender, on the terms and applicable 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 set forth belowspecified in Section 5, for such Supplemental L/C Participant's own account and risk an undivided interest equal to such Supplemental L/C Participant's Supplemental Revolving Credit Percentage (iii) any adverse change in such Issuing Lender's obligations and rights under and in respect the condition (financial or otherwise) of each Supplemental Letter the applicable Borrower, (iv) any breach of Credit and the amount of each draft paid this Agreement or any other Loan Document by such Issuing Lender thereunder. Each Supplemental any Borrower, any other Loan Party or any other L/C Participant unconditionally and irrevocably agrees with each Issuing Lender thator (v) 45 any other circumstance, if a draft is paid under happening or event whatsoever, whether or not similar to any Supplemental Letter of Credit for which such Issuing Lender is not reimbursed in full by the Company and/or any relevant L/C Subsidiary in accordance with the terms of this Agreement, such Supplemental L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender's address for notices specified herein or as separately notified to the Supplemental L/C Participants by such Issuing Lender an amount equal to such Supplemental L/C Participant's Supplemental Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursedforegoing.