Common use of Letter of Credit Participations Clause in Contracts

Letter of Credit Participations. (a) Immediately upon the issuance by the Letter of Credit Issuer of any Letter of Credit, the Letter of Credit Issuer shall be deemed to have sold and transferred to each Revolving Credit Lender (each such Revolving Credit Lender, in its capacity under this Section 3.3, an “L/C Participant”), and each such L/C Participant shall be deemed irrevocably and unconditionally to have purchased and received from the Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation (each an “L/C Participation”), to the extent of such L/C Participant’s Revolving Credit Commitment Percentage (determined after giving effect to clause (f) below) in each Letter of Credit, each substitute therefor, each drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto; provided that the Letter of Credit Fees will be paid directly to the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and the L/C Participants shall have no right to receive any portion of any Fronting Fees; it being understood that (A) any accrued and unpaid 2016 Letter of Credit Fees to, but not including, the 2015 May Effective Date, were paid by the Borrower to the Administrative Agent for the ratable account of the L/C Participants of Existing Letters of Credit issued under 2016 Revolving Credit Commitments on the 2015 May Effective Date, (B) 2020 Letter of Credit Fees payable to the 2020 Revolving Credit Lenders in their capacity as L/C Participants of Existing Letters of Credit deemed issued under 2020 Revolving Credit Commitments pursuant to clause (f) below will begin to accrue as of the 2015 May Effective Date and will be paid directly to the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and (C) the L/C Participants of the Existing Letters of Credit issued under either the 2016 Revolving Credit Commitments or the 2020 Revolving Credit Commitments shall have no right to receive any portion of any Fronting Fees.

Letter of Credit Participations. (a) Immediately upon the issuance by the Letter of Credit Issuer an Issuing Lender of any Letter of Credit, the Letter of Credit Issuer such Issuing Lender shall be deemed to have sold and transferred to each Revolving Credit Lender, and each such Lender (each such Revolving Credit Lender, in its capacity under this Section 3.33.04, each, an “L/C Participant”), and each such L/C Participant ) shall be deemed irrevocably and unconditionally to have purchased and received from the Letter of Credit Issuersuch Issuing Lender, without recourse or warranty, an undivided interest and participation (each an “L/C Participation”)participation, to the extent of such L/C Participant’s Revolving Credit Commitment Percentage (determined after giving effect to clause (f) below) in each such Letter of Credit, each substitute therefor, each drawing Drawing or payment made thereunder and the obligations of the Borrower respective Account Parties under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto; provided that the thereto (although Letter of Credit Fees will shall be paid payable directly to the Administrative Agent for the ratable account of the L/C Participants respective Lenders as provided in Section 4.1(b4.01(b) and the L/C Participants shall have no right to receive any portion of any Fronting Fees; Facing Fees with respect to any such Letters of Credit), and any security therefor or guaranty pertaining thereto. Upon any change in the Commitments and, as a result thereof, the Percentages, of the respective Lenders pursuant to Section 2.18 or 13.04, it being understood that (A) any accrued is hereby agreed that, with respect to all outstanding Letters of Credit and unpaid 2016 Unpaid Drawings relating thereto, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 to reflect the new Percentages of the respective Lenders. With respect to each Letter of Credit Fees to, but not includingfrom time to time outstanding, the 2015 May Effective Date, were paid by percentage participations therein of the Borrower various Lenders calculated as provided above in this Section 3.04(a) (including as provided in the proviso to the Administrative Agent for immediately preceding sentence) are herein called the ratable account of the “L/C Participants Participation Percentages” of Existing the various Lenders in such Letters of Credit issued under 2016 Revolving Credit Commitments on the 2015 May Effective Date, (B) 2020 Letter of Credit Fees payable to the 2020 Revolving Credit Lenders in their capacity as L/C Participants of Existing Letters of Credit deemed issued under 2020 Revolving Credit Commitments pursuant to clause (f) below will begin to accrue as of the 2015 May Effective Date and will be paid directly to the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and (C) the L/C Participants of the Existing Letters of Credit issued under either the 2016 Revolving Credit Commitments or the 2020 Revolving Credit Commitments shall have no right to receive any portion of any Fronting FeesCredit.

Letter of Credit Participations. (a) Immediately upon the issuance by the Letter of Credit Issuer any Issuing Lender of any Letter of Credit, but subject to Section 2C.03 to the Letter extent applicable in the case of Credit Issuer Non-Dollar Denominated Letters of Credit, such Issuing Lender shall be deemed to have sold and transferred to each Revolving Credit CL Lender (each such Revolving Credit LenderLender with respect to any Letter of Credit, in its capacity under this Section 3.32A.04, an a “L/C Participant”), and each such L/C Participant shall be deemed irrevocably and unconditionally to have purchased and received from the Letter of Credit Issuersuch Issuing Lender, without recourse or warranty, an undivided interest and participation (each an “L/C Participation”), in a percentage equal to the extent of such L/C Participant’s Revolving Credit Commitment CL Percentage (determined after giving effect to clause (f) below) in each such Letter of Credit, and each substitute therefor, each drawing Drawing made thereunder and the obligations of the Borrower respective Account Party under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto; provided that the Letter of Credit thereto (although CL Facility Fees will shall be paid payable directly to the Administrative Agent for the ratable account of the L/C Participants CL Lenders as provided in Section 4.1(b3.01(a) and the L/C Participants shall have no right to receive any portion of any Fronting Fees; Facing Fees or any administration fees with respect to any such Letters of Credit) and any security therefor or guaranty pertaining thereto. Upon any change in the Credit-Linked Commitments and, as a result thereof, the CL Percentages of the CL Lenders pursuant to Section 1.13, or 13.04, it being understood is hereby agreed that (A) any accrued with respect to all outstanding Letters of Credit and unpaid 2016 Unpaid Drawings relating thereto, there shall be an automatic adjustment to the participations pursuant to this Section 2A.04 to reflect the new CL Percentages of the CL Lenders. With respect to each Letter of Credit Fees tofrom time to time outstanding, but not including, all calculations of the 2015 May Effective Date, were paid percentage participations therein of the various CL Lenders shall be made from time to time by the Borrower Administrative Agent, which calculations shall be conclusive absent manifest error. Furthermore, upon the occurrence of a Sharing Event and as more fully set forth in Section 1.14, additional sub-participations may be required to be granted by the Administrative Agent for the ratable account of the L/C Participants of Existing Letters of Credit issued under 2016 Revolving Credit Commitments on the 2015 May Effective Date, (B) 2020 Letter of Credit Fees payable to the 2020 Revolving Credit various CL Lenders in their capacity as L/C Participants of Existing participations in outstanding Letters of Credit deemed issued under 2020 Revolving Credit Commitments pursuant to clause (f) below will begin to accrue as of the 2015 May Effective Date Credit, in each case in accordance with, and will be paid directly subject to the Administrative Agent for the ratable account of the L/C Participants as provided in provisions of, Section 4.1(b) and (C) the L/C Participants of the Existing Letters of Credit issued under either the 2016 Revolving Credit Commitments or the 2020 Revolving Credit Commitments shall have no right to receive any portion of any Fronting Fees1.14.

Letter of Credit Participations. (a) Immediately upon the issuance by the Letter of Credit Issuer any Issuing Lender of any Letter of Credit, the Letter of Credit Issuer such Issuing Lender shall be deemed to have sold and transferred to (i) each Multicurrency Revolving Lender with respect to each Multicurrency Letter of Credit and (ii) each Dollar Revolving Lender with respect to each Dollar Letter of Credit, in each case, other than such Issuing Lender (each such Revolving Credit Lender, in its capacity under this Section 3.32.11(e), an “L/C LC Participant”), and each such L/C LC Participant shall be deemed irrevocably and unconditionally to have purchased and received from the Letter of Credit Issuersuch Issuing Lender, without recourse or warranty, an undivided interest and participation (each an “L/C Participation”)participation, to the extent of such L/C ParticipantRevolving Lender’s Revolving Credit Commitment Percentage Multicurrency Revolver Pro Rata Share (determined after giving effect with respect to clause Multicurrency Letters of Credit) and such Dollar Revolver Lender’s Dollar Revolver Pro Rata Share (f) below) with respect to Dollar Letters of Credit), as the case may be, in each such Letter of Credit, each substitute thereforLetter of Credit, each drawing Drawing made thereunder and the obligations of the Borrower Borrowers under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto; provided that the thereto (although Letter of Credit Fees will fees shall be paid payable directly to the Administrative Agent for the ratable account of the L/C Participants LC Participant as provided in Section 4.1(b2.11(g) and the L/C LC Participants shall have no right to receive any portion of the issuing fees), and any Fronting Fees; security therefor or guaranty pertaining thereto. Upon any change in the Multicurrency Revolving Commitments of the Multicurrency Revolving Lenders or the Dollar Revolving Commitments of the Dollar Revolving Lenders, it being understood is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating to Letters of Credit, there shall be an automatic adjustment pursuant to this Section 2.11(e) to reflect the new Multicurrency Revolver Pro Rata Share or Dollar Revolver Pro Rata Share, as the case may be, of the assignor and assignee Lender or of all Lenders with Multicurrency Revolving Commitments or Dollar Revolving Commitments, as the case may be. In determining whether to pay under any Letter of Credit, such Issuing Lender shall have no obligation relative to the LC Participants other than to confirm that (A) any accrued and unpaid 2016 documents required to be delivered under such Letter of Credit Fees to, but not including, appear to have been delivered and that they appear to comply on their face with the 2015 May Effective Date, were paid requirements of such Letter of Credit. Any action taken or omitted to be taken by the Borrower to the Administrative Agent for the ratable account of the L/C Participants of Existing Letters any Issuing Lender under or in connection with any Letter of Credit issued under 2016 Revolving Credit Commitments on by it if taken or omitted in the 2015 May Effective Dateabsence of gross negligence or willful misconduct as determined by a final and non-appealable judgment rendered by a court of competent jurisdiction, (B) 2020 Letter of Credit Fees payable shall not create for such Issuing Lender any resulting liability to the 2020 Revolving Credit Lenders in their capacity as L/C Participants of Existing Letters of Credit deemed issued under 2020 Revolving Credit Commitments pursuant to clause (f) below will begin to accrue as of the 2015 May Effective Date and will be paid directly to the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and (C) the L/C Participants of the Existing Letters of Credit issued under either the 2016 Revolving Credit Commitments any Loan Party or the 2020 Revolving Credit Commitments shall have no right to receive any portion of any Fronting FeesLender.

Letter of Credit Participations. (a) Immediately upon the issuance by the Letter of Credit Issuer any Issuing Lender of any Letter of CreditCredit under a Tranche, the Letter of Credit Issuer such Issuing Lender shall be deemed to have sold and transferred to (i) in the case of a Canadian Borrower Letter of Credit, each Revolving Credit Canadian Borrower RL Lender and (ii) in the case of a U.S. Borrower Letter of Credit, each U.S. Borrower RL Lender (each such Revolving Credit LenderLender with respect to any Letter of Credit, in its capacity under this Section 3.33.04, an a “L/C Participant”), and each such L/C Participant shall be deemed irrevocably and unconditionally to have purchased and received from the Letter of Credit Issuersuch Issuing Lender, without recourse or warranty, an undivided interest and participation participation, in a percentage equal to (each an “L/C Participation”), to the extent of such L/C Participant’s Revolving Credit Commitment Percentage (determined after giving effect to clause (f) belowx) in each the case of a Canadian Borrower Letter of Credit, each substitute thereforsuch Participant’s Canadian Borrower RL Percentage or (y) in the case of a U.S. Borrower Letter of Credit, such Participant’s U.S. Borrower RL Percentage, in such Canadian Borrower Letter of Credit or U.S. Borrower Letter of Credit, as the case may be, each drawing or payment made thereunder (each, a “Drawing”) and the obligations of the respective Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto; provided that the thereto (although Letter of Credit Fees will shall be paid payable directly to the Administrative Agent for the ratable account of the L/C Participants Canadian Borrower RL Lenders or U.S. Borrower RL Lenders, as the case may be, as provided in Section 4.1(b4.01(b) and the L/C Participants shall have no right to receive any portion of any Fronting Fees; Facing Fees with respect to any such Letters of Credit) and any security therefor or guaranty pertaining thereto. Upon any change in (x) the Canadian Borrower Revolving Loan Commitments and, as a result thereof the Canadian Borrower RL Percentages, of the Canadian Borrower RL Lenders pursuant to Sections 2.13 or 13.04, it being understood is hereby agreed that, with respect to all outstanding Canadian Borrower Letters of Credit and Unpaid Drawings relating thereto, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 to reflect the new Canadian Borrower RL Percentages of the Canadian Borrower RL Lenders and (y) the U.S. Borrower Revolving Loan Commitments and, as a result thereof the U.S. Borrower RL Percentages, of the U.S. Borrower RL Lenders pursuant to Sections 2.13, 2.16 or 13.04, it is hereby agreed that (A) any accrued with respect to all outstanding U.S. Borrower Letters of Credit and unpaid 2016 Unpaid Drawings relating thereto, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 to reflect the new U.S. Borrower RL Percentages of the U.S. Borrower RL Lenders. With respect to each Letter of Credit Fees to, but not includingfrom time to time outstanding, the 2015 May Effective Datepercentage participations therein of the various Canadian Borrower RL Lenders (in the case of a Canadian Borrower Letter of Credit) or U.S. Borrower RL Lenders (in the case of a U.S. Borrower Letter of Credit) calculated as provided above in this Section 3.04(a) are herein called the “L/C Participation Percentages” of the various Canadian Borrower RL Lenders or U.S. Borrower RL Lenders, were paid by as the Borrower to the Administrative Agent for the ratable account case may be, in such Letters of Credit. All calculations of the L/C Participants of Existing Letters of Credit issued under 2016 Revolving Credit Commitments on the 2015 May Effective Date, (B) 2020 Letter of Credit Fees payable Participation Percentages shall be made from time to the 2020 Revolving Credit Lenders in their capacity as L/C Participants of Existing Letters of Credit deemed issued under 2020 Revolving Credit Commitments pursuant to clause (f) below will begin to accrue as of the 2015 May Effective Date and will be paid directly to time by the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and (C) the L/C Participants of the Existing Letters of Credit issued under either the 2016 Revolving Credit Commitments or the 2020 Revolving Credit Commitments Agent, which calculations shall have no right to receive any portion of any Fronting Feesbe conclusive absent manifest error.

Letter of Credit Participations. (a) Immediately upon the issuance by the Letter of Credit Issuer of any Letter of Credit (and on the Closing Date, with respect to all Existing Letters of Credit), the Letter of Credit Issuer shall be deemed to have sold and transferred to each other Lender that has a Revolving Credit Lender Commitment (each such Revolving Credit other Lender, in its capacity under this Section 3.3, an “L/C Participant”), and each such L/C Participant shall be deemed irrevocably and unconditionally to have purchased and received from the Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation (each an “L/C Participation”), to the extent of such L/C Participant’s Revolving Credit Commitment Percentage (determined after giving effect to clause (f) below) Percentage, in each such Letter of Credit, each substitute therefor, each drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto; provided . Subject to Section 5.2(b), in the event that the Letter there are Letters of Credit Fees will be paid directly outstanding on (i) the Non-Extended Revolving Credit Maturity Date or (ii) an earlier date that is a Business Day specified in a written notice to the Administrative Agent for by the ratable account Borrower on at least three Business Days prior written notice (solely to the extent (x) the Non-Extended Revolving Credit Loans are being repaid in full on such date, (y) all Non-Extended Revolving Credit Commitments have been terminated on or prior to such date and (z) the Aggregate Revolving Credit Outstandings would not exceed 100% of the Total Revolving Credit Commitment as then in effect immediately after giving effect to such repayment and termination and the reallocation contemplated in this sentence) (such date, the “Reallocation Date”), participations in such Letters of Credit shall be reallocated to the Fourth Amendment Extended Revolving Credit Lenders on the Reallocation Date pursuant to such procedures as may be designated by the Administrative Agent such that the Fourth Amendment Extended Revolving Credit Lenders are L/C Participants as provided in Section 4.1(b) and with respect to such Letters of Credit to the extent of each such L/C Participants shall have no right to receive any portion of any Fronting Fees; it being understood that Participant’s Revolving Credit Commitment Percentage (A) any accrued and unpaid 2016 Letter of Credit Fees to, but not including, the 2015 May Effective Date, were paid by the Borrower immediately after giving effect to the Administrative Agent for the ratable account expiration or termination of the L/C Participants of Existing Letters of Credit issued under 2016 Non-Extended Revolving Credit Commitments on the 2015 May Effective Reallocation Date, (B) 2020 Letter of Credit Fees payable to the 2020 Revolving Credit Lenders in their capacity as L/C Participants of Existing Letters of Credit deemed issued under 2020 Revolving Credit Commitments pursuant to clause (f) below will begin to accrue as of the 2015 May Effective Date and will be paid directly to the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and (C) the L/C Participants of the Existing Letters of Credit issued under either the 2016 Revolving Credit Commitments or the 2020 Revolving Credit Commitments shall have no right to receive any portion of any Fronting Fees).

Letter of Credit Participations. (a) Immediately upon the issuance by the Letter of Credit Issuer any Facing Agent of any Letter of Credit, the Letter of Credit Issuer such Facing Agent shall be deemed to have sold and transferred to (i) each Multicurrency Revolving Lender with respect to each Multicurrency Letter of Credit and (ii) each Canadian Revolving Lender with respect to each Canadian Letter of Credit, in each case, other than such Facing Agent (each such Revolving Credit Lender, in its capacity under this Section 3.32.10(e), an a “L/C LC Participant”), and each such L/C LC Participant shall be deemed irrevocably and unconditionally to have purchased and received from the Letter of Credit Issuersuch Facing Agent, without recourse or warranty, an undivided interest and participation (each an “L/C Participation”)participation, to the extent of such L/C ParticipantRevolving Lender’s Revolving Credit Commitment Percentage Multicurrency Revolver Pro Rata Share (determined after giving effect with respect to clause Multicurrency Letters of Credit) and such Canadian Lender’s Canadian Revolver Pro Rata Share (f) below) with respect to Canadian Letters of Credit), as the case may be, in each such Letter of Credit, each substitute thereforLetter of Credit, each drawing Drawing made thereunder and the obligations of the Borrower Borrowers under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto; provided that the thereto (although Letter of Credit Fees will fees shall be paid payable directly to the Administrative Agent for the ratable account of the L/C Participants LC Participant as provided in Section 4.1(b2.10(g) and the L/C LC Participants shall have no right to receive any portion of the facing fees), and any Fronting Fees; security therefor or guaranty pertaining thereto. Upon any change in the Multicurrency Revolving Commitments of the Multicurrency Revolving Lenders or the Canadian Revolving Commitments of the Canadian Revolving Lenders, it being understood is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating to Letters of Credit, there shall be an automatic adjustment pursuant to this Section 2.10(e) to reflect the new Multicurrency Revolver Pro Rata Share or Canadian Revolver Pro Rata Share, as the case may be, of the assignor and assignee Lender or of all Lenders with Multicurrency Revolving Commitments or Canadian Revolving Commitments, as the case may be. In determining whether to pay under any Letter of Credit, such Facing Agent shall have no obligation relative to the LC Participants other than to confirm that (A) any accrued and unpaid 2016 documents required to be delivered under such Letter of Credit Fees to, but not including, appear to have been delivered and that they appear to comply on their face with the 2015 May Effective Date, were paid requirements of such Letter of Credit. Any action taken or omitted to be taken by the Borrower to the Administrative any Facing Agent for the ratable account of the L/C Participants of Existing Letters under or in connection with any Letter of Credit issued under 2016 Revolving by it if taken or omitted in the absence of gross negligence or willful misconduct as determined by a final and non-appealable judgment rendered by a court of competent jurisdiction, shall not create for such Facing Agent any resulting liability to any Credit Commitments on the 2015 May Effective Date, (B) 2020 Letter of Credit Fees payable to the 2020 Revolving Credit Lenders in their capacity as L/C Participants of Existing Letters of Credit deemed issued under 2020 Revolving Credit Commitments pursuant to clause (f) below will begin to accrue as of the 2015 May Effective Date and will be paid directly to the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and (C) the L/C Participants of the Existing Letters of Credit issued under either the 2016 Revolving Credit Commitments Party or the 2020 Revolving Credit Commitments shall have no right to receive any portion of any Fronting FeesLender.

Letter of Credit Participations. (a) Immediately upon the issuance by the Letter of Credit Issuer of any Letter of Credit, the Letter of Credit Issuer shall be deemed The Issuing Lender irrevocably agrees to have sold grant and transferred hereby grants to each Revolving Credit Lender (each such Revolving Credit Lender, in its capacity under this Section 3.3, an “L/C Participant”), and each such L/C Participant shall be deemed irrevocably and unconditionally to have purchased and received from the Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation (each an “L/C Participation”)and, to induce the extent of such L/C Participant’s Revolving Credit Commitment Percentage (determined after giving effect Issuing Lender to clause (f) below) in each Letter issue Letters of Credit, each substitute thereforLender irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth below, for such Lender’s own account and risk an undivided interest equal to such Lender’s Commitment Percentage in the Issuing Lender’s obligations and rights under and in respect of each drawing made thereunder Letter of Credit and the obligations amount of each draft paid by the Issuing Lender thereunder. Each Lender agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrowers in accordance with the terms of this Agreement, such Lender shall pay to the Issuing Lender upon demand at the Issuing Lender’s address for notices specified herein an amount equal to such Lender’s Commitment Percentage of the Borrower under amount of such draft, or any part thereof, that is not so reimbursed. Each Lender’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right that such Lender may have against the Issuing Lender, the Borrowers or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Article IV, (iii) any adverse change in the condition (financial or otherwise) of the Borrowers or any other Loan Party, (iv) any breach of this Agreement with respect theretoor any other Loan Document by the Borrowers, and any security therefor other Loan Party or guaranty pertaining theretoany other Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that each Lender shall only be obligated to make any such payment in Dollars (and not any foreign currency) in accordance with the Letter provisions of Credit Fees will be paid directly to the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and the L/C Participants shall have no right to receive any portion of any Fronting Fees; it being understood that (A) any accrued and unpaid 2016 Letter of Credit Fees to, but not including, the 2015 May Effective Date, were paid by the Borrower to the Administrative Agent for the ratable account of the L/C Participants of Existing Letters of Credit issued under 2016 Revolving Credit Commitments on the 2015 May Effective Date, (B) 2020 Letter of Credit Fees payable to the 2020 Revolving Credit Lenders in their capacity as L/C Participants of Existing Letters of Credit deemed issued under 2020 Revolving Credit Commitments pursuant to clause (f) below will begin to accrue as of the 2015 May Effective Date and will be paid directly to the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and (C) the L/C Participants of the Existing Letters of Credit issued under either the 2016 Revolving Credit Commitments or the 2020 Revolving Credit Commitments shall have no right to receive any portion of any Fronting Fees3.10 hereof.

Letter of Credit Participations. (a) Immediately upon the issuance by the Letter of Credit Issuer Issuing Bank of any Letter of Credit, the Letter of Credit Issuer Issuing Bank shall be deemed to have sold and transferred to each Revolving Credit RL Lender (other than the Issuing Bank) (each such Revolving Credit LenderLender with respect to any Letter of Credit, in its capacity under this Section 3.33.04, an a “L/C Participant”), and each such L/C Participant shall be deemed irrevocably and unconditionally to have purchased and received from the Letter of Credit IssuerIssuing Bank, without recourse or warranty, an undivided interest and participation (each an “L/C Participation”)participation, in a percentage equal to the extent of such L/C Participant’s Revolving Credit Commitment Percentage (determined after giving effect to clause (f) below) Dollar Percentage, in each such Letter of Credit, each substitute therefor, each drawing or payment made thereunder and the obligations of the U.S. Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto; provided that the thereto (although Letter of Credit Fees will shall be paid directly to the Administrative Agent for the ratable account of the L/C Participants RL Lenders based on their Dollar Percentages as provided in Section 4.1(b4.01(c) and the L/C Participants shall have no right to receive any portion of any Fronting Facing Fees); it being understood that (A) any accrued and unpaid 2016 Letter provided that, upon the occurrence of Credit Fees to, but not includinga Sharing Event, the 2015 May Effective Dateparticipations described above shall be automatically adjusted so that each RL Lender shall have a participation in all then outstanding Letters of Credit, were paid by and related obligations as described above, in a percentage equal to its RL Percentage (which adjustments shall occur concurrently with the Borrower adjustments described in Section 2.17). Upon any change in the Revolving Loan Commitments or Dollar Percentages of the RL Lenders pursuant to this Agreement (or in the circumstances provided in the proviso to the Administrative Agent for immediately preceding sentence, the ratable account RL Percentages of the L/C Participants of Existing RL Lenders pursuant to this Agreement), it is hereby agreed that, with respect to all outstanding Letters of Credit issued under 2016 Revolving Credit Commitments on the 2015 May Effective Dateand Unpaid Drawings, (B) 2020 Letter of Credit Fees payable there shall be an automatic adjustment to the 2020 Revolving Credit Lenders in their capacity as L/C Participants of Existing Letters of Credit deemed issued under 2020 Revolving Credit Commitments participations pursuant to clause (f) below will begin this Section 3.04 to accrue as reflect the new Dollar Percentages or, in the circumstances described in the proviso to the immediately preceding sentence, the RL Percentages of the 2015 May Effective Date and will be paid directly to the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and (C) the L/C Participants of the Existing Letters of Credit issued under either the 2016 Revolving Credit Commitments or the 2020 Revolving Credit Commitments shall have no right to receive any portion of any Fronting Feesvarious RL Lenders.

Letter of Credit Participations. (a) Immediately upon the issuance by the Letter of Credit Issuer respective Issuing Bank of any Letter of Credit, the Letter of Credit Issuer such Issuing Bank shall be deemed to have sold and transferred to (i) in the case of a Dollar Letter of Credit, each RL Lender (other than such Issuing Bank) and (ii) in the case of an Alternate Currency Letter of Credit, each Alternate Currency RL Lender (other than an Issuing Bank) with an Alternate Currency Revolving Loan Sub-Commitment relating to the respective Alternate Currency Revolving Loan Sub-Tranche under which such Alternate Currency Letter of Credit Lender was issued (each such Revolving Credit LenderLender with respect to any Letter of Credit, in its capacity under this Section 3.32.04, an a “L/C Participant”), and each such L/C Participant shall be deemed irrevocably and unconditionally to have purchased and received from the Letter of Credit Issuersuch Issuing Bank, without recourse or warranty, an undivided interest and participation participation, in a percentage equal to (each an “L/C Participation”), to the extent of such L/C Participant’s Revolving Credit Commitment Percentage (determined after giving effect to clause (f) belowx) in each the case of a Dollar Letter of Credit, each substitute thereforsuch Participant’s Dollar Percentage or (y) in the case of an Alternate Currency Letter of Credit, such Participant’s relevant Alternate Currency RL Percentage, in such Dollar Letter of Credit or Alternate Currency Letter of Credit, as the case may be, each drawing or payment made thereunder and the obligations of the Borrower respective Account Party under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto; provided that the thereto (although Letter of Credit Fees will shall be paid directly to the Administrative Agent for the ratable account of the L/C Participants RL Lenders or the relevant Alternate Currency RL Lenders as provided in Section 4.1(b3.01(b) and the L/C Participants shall have no right to receive any portion of any Fronting FeesFacing Fees with respect to any such Letters of Credit); it being understood provided that, upon the occurrence of a Sharing Event, the participations described above shall be automatically adjusted so that each RL Lender shall have a participation in all then outstanding Letters of Credit (A) any accrued and unpaid 2016 whether a Dollar Letter of Credit Fees toor an Alternate Currency Letter of Credit), but not includingand related obligations as described above, in a percentage equal to its RL Percentage (which adjustments shall occur concurrently with the adjustments described in Section 1.17). Upon any change in the Revolving Loan Commitments, Non-Alternate Currency Revolving Loan Sub-Commitments, Alternate Currency Revolving Loan Sub-Commitments, Dollar Percentages or relevant Alternate Currency RL Percentages of the RL Lenders pursuant to this Agreement (or in the circumstances provided in the proviso to the immediately preceding sentence, the 2015 May Effective Date, were paid by the Borrower to the Administrative Agent for the ratable account RL Percentages of the L/C Participants of Existing RL Lenders pursuant to this Agreement), it is hereby agreed that, with respect to all outstanding Letters of Credit issued under 2016 Revolving Credit Commitments on the 2015 May Effective Dateand Unpaid Drawings, (B) 2020 Letter of Credit Fees payable there shall be an automatic adjustment to the 2020 Revolving Credit Lenders in their capacity as L/C Participants of Existing Letters of Credit deemed issued under 2020 Revolving Credit Commitments participations pursuant to clause (f) below will begin this Section 2.04 to accrue as reflect the new Dollar Percentages or relevant Alternate Currency RL Percentages or, in the circumstances described in the proviso to the immediately preceding sentence, the RL Percentages of the 2015 May Effective Date and will be paid directly to the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and (C) the L/C Participants of the Existing Letters of Credit issued under either the 2016 Revolving Credit Commitments or the 2020 Revolving Credit Commitments shall have no right to receive any portion of any Fronting Feesvarious RL Lenders.

Letter of Credit Participations. (a) Immediately upon the issuance by the Letter Each Fronting Lender irrevocably grants, and, in order to induce each Fronting Lender to issue any Fronted Letters of Credit Issuer of any Letter of Credithereunder, each Lender irrevocably accepts and hereby purchases from such Fronting Lender on the Letter of Credit Issuer shall be deemed to have sold terms and transferred to each Revolving Credit Lender (each such Revolving Credit Lenderconditions hereinafter stated, in for its capacity under this Section 3.3, an “L/C Participant”), own account and each such L/C Participant shall be deemed irrevocably and unconditionally to have purchased and received from the Letter of Credit Issuer, without recourse or warrantyrisk, an undivided interest and participation (each an “L/C Participation”), equal to the extent Lender's Proportion of such L/C Participant’s Revolving Credit Commitment Percentage (determined after giving effect to clause (f) belowLender) in such Fronting Lender's obligations and rights under each Letter of Credit, each substitute therefor, each drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto; provided that the Fronted Letter of Credit Fees issued by such Fronting Lender pursuant to this Section 3.9 and the amount of each draft paid by such Fronting Lender thereunder. Each Lender unconditionally and irrevocably agrees with each Fronting Lender that, on or before the close of business of such Fronting Lender on each day on which a draft is paid under a Fronted Letter of Credit for which such Fronting Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, including, without limitation, pursuant to Section 3.9(i) (a "Participation Date"), such Lender will be paid directly pay to the Administrative Agent for the ratable account of such Fronting Lender at the L/C Participants Agent's Branch of Account the Lender's Proportion of such Lender of any such unpaid amount. Each Fronting Lender shall notify the Agent who shall notify each Lender of the occurrence of a Participation Date and the amount payable by such Lender to the Agent based on the Lender's Proportion of such Lender. Any such notice may be oral if promptly confirmed in writing (including telecopy or electronic mail). If any Lender fails to make any such payment on the day on which such Lender receives notice as provided in Section 4.1(b) and above, then interest shall accrue on such Lender's obligation to make such payment during the L/C Participants shall have no right period from such day to receive any portion of any Fronting Fees; it being understood that the day such Lender makes such payment (A) any accrued and unpaid 2016 Letter of Credit Fees toor, but not includingif earlier, the 2015 May Effective Datedate on which the Borrower reimburses the applicable Fronting Lender as required pursuant to Section 3.9(i)), were paid at a rate determined by the Borrower Agent (such rate to the Administrative Agent for the ratable account of the L/C Participants of Existing Letters of Credit issued under 2016 Revolving Credit Commitments be conclusive and binding on the 2015 May Effective Date, (B) 2020 Letter of Credit Fees payable to the 2020 Revolving Credit Lenders in their capacity as L/C Participants of Existing Letters of Credit deemed issued under 2020 Revolving Credit Commitments pursuant to clause (f) below will begin to accrue as of the 2015 May Effective Date and will be paid directly to the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and (C) the L/C Participants of the Existing Letters of Credit issued under either the 2016 Revolving Credit Commitments such Lender or the 2020 Revolving Credit Commitments shall have no right Borrower as the case may be) in accordance with the Agent's usual banking practice for similar advances to receive any portion financial institutions of any Fronting Feeslike standing to such Lender.

Letter of Credit Participations. (a) Immediately upon the issuance by the Letter of Credit Issuer of any Letter of Credit, the Letter of Credit Issuer shall be deemed The Issuing Lender irrevocably agrees to have sold grant and transferred hereby grants to each Revolving Credit Lender (each such Revolving Credit Lender, in its capacity under this Section 3.3, an “L/C Participant”), and each such L/C Participant shall be deemed irrevocably and unconditionally to have purchased and received from the Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation (each an “L/C Participation”)and, to induce the extent of such L/C Participant’s Revolving Credit Commitment Percentage (determined after giving effect Issuing Lender to clause (f) below) in each Letter issue Letters of Credit, each substitute thereforLender irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth below, for such Lender's own account and risk an undivided interest equal to such Lender's Commitment Percentage in the Issuing Lender's obligations and rights under and in respect of each drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto; provided that the Letter of Credit Fees will be paid directly to the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and the L/C Participants shall have no right to receive amount of each draft paid by the Issuing Lender thereunder. Each Lender agrees with the Issuing Lender that, if a draft is paid under any portion of any Fronting Fees; it being understood that (A) any accrued and unpaid 2016 Letter of Credit Fees tofor which the Issuing Lender is not reimbursed in full by the Borrowers in accordance with the terms of this Agreement, but such Lender shall pay to the Issuing Lender upon demand at the Issuing Lender's address for notices specified herein an amount equal to such Lender's Commitment Percentage of the amount of such draft, or any part thereof, that is not includingso reimbursed. Each Lender's obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right that such Lender may have against the Issuing Lender, the 2015 May Effective DateBorrowers or any other Person for any reason whatsoever, were paid (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Article IV, (iii) any adverse change in the condition (financial or otherwise) of the Borrowers, (iv) any breach of this Agreement or any other Loan Document by the Borrower Borrowers, any other Loan Party or any other Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to the Administrative Agent for the ratable account any of the L/C Participants of Existing Letters of Credit issued under 2016 Revolving Credit Commitments on the 2015 May Effective Date, (B) 2020 Letter of Credit Fees payable to the 2020 Revolving Credit Lenders in their capacity as L/C Participants of Existing Letters of Credit deemed issued under 2020 Revolving Credit Commitments pursuant to clause (f) below will begin to accrue as of the 2015 May Effective Date and will be paid directly to the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and (C) the L/C Participants of the Existing Letters of Credit issued under either the 2016 Revolving Credit Commitments or the 2020 Revolving Credit Commitments shall have no right to receive any portion of any Fronting Feesforegoing.

Letter of Credit Participations. (a) Immediately upon the issuance by the Letter of Credit Issuer any Issuing Lender of any Letter of Credit, the Letter of Credit Issuer such Issuing Lender shall be deemed to have sold and transferred to (i) in the case of a Multicurrency Facility Letter of Credit, each Revolving Credit Multicurrency Facility RL Lender and (ii) in the case of a Dollar Facility Letter of Credit, each Dollar Facility RL Lender (each such Revolving Credit LenderLender with respect to any Letter of Credit, in its capacity under this Section 3.32A.04, an “a "L/C Participant”"), and each such L/C Participant shall be deemed irrevocably and unconditionally to have purchased and received from the Letter of Credit Issuersuch Issuing Lender, without recourse or warranty, an undivided interest and participation participation, in a percentage equal to (each an “L/C Participation”)x) in the case of a Multicurrency Facility Letter of Credit, to the extent of such L/C Participant’s Revolving Credit Commitment 's Multicurrency Facility RL Percentage or (determined after giving effect to clause (f) belowy) in each the case of a Dollar Facility Letter of Credit, each substitute thereforsuch L/C Participant's Dollar Facility RL Percentage, in such Multicurrency Facility Letter of Credit or Dollar Facility Letter of Credit, as the case may be, each drawing Drawing made thereunder and the obligations of the respective Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto; provided that the thereto (although Letter of Credit Fees will shall be paid payable directly to the Administrative Agent for the ratable account of the L/C Participants Multicurrency Facility RL Lenders or Dollar Facility RL Lenders, as the case may be, as provided in Section 4.1(b3.01(b) and the L/C Participants shall have no right to receive any portion of any Fronting Fees; Facing Fees with respect to any such Letters of Credit) and any security therefor or guaranty pertaining thereto. Upon any change in (x) the Multicurrency Facility Revolving Loan Commitments and, as a result thereof the Multicurrency Facility RL Percentages, of the Multicurrency Facility RL Lenders pursuant to Section 1.13, 1.16 or 13.04, it being understood is hereby agreed that, with respect to all outstanding Multicurrency Facility Letters of Credit and Unpaid Drawings relating thereto, there shall be an automatic adjustment to the participations pursuant to this Section 2A.04 to reflect the new Multicurrency Facility RL Percentages of the Multicurrency Facility RL Lenders and (y) the Dollar Facility Revolving Loan Commitments and, as a result thereof the Dollar Facility RL Percentages, of the Dollar Facility RL Lenders pursuant to Sections 1.13, 1.17 or 13.04, it is hereby agreed that (A) any accrued with respect to all outstanding Dollar Facility Letters of Credit and unpaid 2016 Unpaid Drawings relating thereto, there shall be an automatic adjustment to the participations pursuant to this Section 2A.04 to reflect the new Dollar Facility RL Percentages of the Dollar Facility RL Lenders. With respect to each Letter of Credit Fees to, but not includingfrom time to time outstanding, the 2015 May Effective Datepercentage participations therein of the various Multicurrency Facility RL Lenders (in the case of a Multicurrency Facility Letter of Credit) or Dollar Facility RL Lenders (in the case of a Dollar Facility Letter of Credit) calculated as provided above in this Section 2A.04(a) are herein called the "L/C Participation Percentages" of the various Multicurrency Facility RL Lenders or Dollar Facility RL Lenders, were paid by as the Borrower to the Administrative Agent for the ratable account case may be, in such Letters of Credit. All calculations of the L/C Participants Participation Percentages shall be made from time to time by the Administrative Agent, which calculations shall be conclusive absent manifest error. In addition to the adjustments contemplated above, upon the occurrence of Existing Letters a Sharing Event, in accordance with the provisions of Credit issued under 2016 Revolving Credit Commitments on Section 1.14(d), the 2015 May Effective Date"L/C Participation Percentages" of the RL Lenders shall be adjusted, (B) 2020 so that each RL Lender shall participate in each outstanding Letter of Credit Fees payable (whether a Multicurrency Facility Letter of Credit or a Dollar Facility Letter of Credit) in accordance with its RL Percentage, in each case as more fully described in Section 1.14(d). In any instance described in the immediately preceding sentence, each RL Lender shall be a L/C Participant with respect to each Letter of Credit and its L/C Participation Percentage in each Letter of Credit shall be determined by the 2020 Revolving Credit Administrative Agent in accordance with the relevant provisions of Section 1.14(d). Furthermore, upon the occurrence of a Sharing Event and as more fully set forth in Section 1.14, additional sub-participations may be required to be granted by the various RL Lenders in their capacity as L/C Participants of Existing participations in outstanding Letters of Credit deemed issued under 2020 Revolving Credit Commitments pursuant to clause (f) below will begin to accrue as of the 2015 May Effective Date Credit, in each case in accordance with, and will be paid directly subject to the Administrative Agent for the ratable account of the L/C Participants as provided in provisions of, Section 4.1(b) and (C) the L/C Participants of the Existing Letters of Credit issued under either the 2016 Revolving Credit Commitments or the 2020 Revolving Credit Commitments shall have no right to receive any portion of any Fronting Fees1.14.

Letter of Credit Participations. (a) Immediately upon the issuance by the Letter of Credit Issuer respective Issuing Bank of any Letter of Credit, the Letter of Credit Issuer such Issuing Bank shall be deemed to have sold and transferred to (i) in the case of a Domestic Dollar Letter of Credit, each RL Lender (other than such Issuing Bank) and (ii) in the case of an Alternate Currency Letter of Credit, each Alternate Currency RL Lender (other than such Issuing Bank) with an Alternate Currency Revolving Loan Sub-Commitment relating to the respective Alternate Currency Revolving Loan Sub-Tranche under which such Alternate Currency Letter of Credit Lender was issued (each such Revolving Credit LenderLender with respect to any Letter of Credit, in its capacity under this Section 3.32.04, an a “L/C Participant”), and each such L/C Participant shall be deemed irrevocably and unconditionally to have purchased and received from the Letter of Credit Issuersuch Issuing Bank, without recourse or warranty, an undivided interest and participation participation, in a percentage equal to (each an “L/C Participation”), to the extent of such L/C Participant’s Revolving Credit Commitment Percentage (determined after giving effect to clause (f) belowx) in each the case of a Domestic Dollar Letter of Credit, each substitute thereforsuch Participant’s Domestic RL Dollar Percentage or (y) in the case of an Alternate Currency Letter of Credit, such Participant’s relevant Alternate Currency RL Percentage, in such Domestic Dollar Letter of Credit or Alternate Currency Letter of Credit, as the case may be, each drawing or payment made thereunder and the obligations of the Borrower respective Account Party under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto; provided that the thereto (although Letter of Credit Fees will shall be paid directly to the Administrative Agent for the ratable account of the L/C Participants RL Lenders or the relevant Alternate Currency RL Lenders as provided in Section 4.1(b3.01(b) and the L/C Participants shall have no right to receive any portion of any Fronting FeesFacing Fees with respect to any such Letters of Credit); it being understood provided that, upon the occurrence of a Sharing Event, the participations described above shall be automatically adjusted so that each RL Lender shall have a participation in all then outstanding Letters of Credit (A) any accrued and unpaid 2016 whether a Domestic Dollar Letter of Credit Fees toor an Alternate Currency Letter of Credit), but not includingand related obligations as described above, in a percentage equal to its RL Percentage (which adjustments shall occur concurrently with the adjustments described in Section 1.17). Upon any change in the Revolving Loan Commitments, Domestic Dollar Revolving Loan Sub-Commitments, Alternate Currency Revolving Loan Sub-Commitments, Domestic RL Dollar Percentages or relevant Alternate Currency RL Percentages of the RL Lenders pursuant to this Agreement (or in the circumstances provided in the proviso to the immediately preceding sentence, the 2015 May Effective Date, were paid by the Borrower to the Administrative Agent for the ratable account RL Percentages of the L/C Participants of Existing RL Lenders pursuant to this Agreement), it is hereby agreed that, with respect to all outstanding Letters of Credit issued under 2016 Revolving Credit Commitments on the 2015 May Effective Dateand Unpaid Drawings, (B) 2020 Letter of Credit Fees payable there shall be an automatic adjustment to the 2020 Revolving Credit Lenders in their capacity as L/C Participants of Existing Letters of Credit deemed issued under 2020 Revolving Credit Commitments participations pursuant to clause (f) below will begin this Section 2.04 to accrue as reflect the new Domestic RL Dollar Percentages or relevant Alternate Currency RL Percentages or, in the circumstances described in the proviso to the immediately preceding sentence, the RL Percentages of the 2015 May Effective Date and will be paid directly to the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and (C) the L/C Participants of the Existing Letters of Credit issued under either the 2016 Revolving Credit Commitments or the 2020 Revolving Credit Commitments shall have no right to receive any portion of any Fronting Feesvarious RL Lenders.

Letter of Credit Participations. (a) Immediately upon the issuance by the Letter of Credit Issuer Issuing Bank of any Letter of Credit, the Letter of Credit Issuer Issuing Bank shall be deemed to have sold and transferred to each Revolving Credit RL Lender (other than the Issuing Bank) (each such Revolving Credit LenderLender with respect to any Letter of Credit, in its capacity under this Section 3.33.04, an a “L/C Participant”), and each such L/C Participant shall be deemed irrevocably and unconditionally to have purchased and received from the Letter of Credit IssuerIssuing Bank, without recourse or warranty, an undivided interest and participation (each an “L/C Participation”)participation, in a percentage equal to the extent of such L/C Participant’s Revolving Credit Commitment Percentage (determined after giving effect to clause (f) below) Dollar Percentage, in each such Letter of Credit, each substitute therefor, each drawing or payment made thereunder and the obligations of the U.S. Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto; provided that the thereto (although Letter of Credit Fees will shall be paid directly to the Administrative Agent for the ratable account of the L/C Participants RL Lenders based on their Dollar Percentages as provided in Section 4.1(b4.01(c) and the L/C Participants shall have no right to receive any portion of any Fronting Facing Fees); it being understood that (A) any accrued and unpaid 2016 Letter provided that, upon the occurrence of Credit Fees to, but not includinga Sharing Event, the 2015 May Effective Date, were paid by the Borrower to the Administrative Agent for the ratable account of the L/C Participants of Existing participations described above shall be automatically adjusted so that each RL Lender shall have a participation in all then outstanding Letters of Credit issued under 2016 a Tranche, and related obligations as described above, in a percentage equal to its RL Percentage (which adjustments shall occur concurrently with the adjustments described in Section 2.17). Upon any change in the Revolving Credit Loan Commitments on or Dollar Percentages of the 2015 May Effective Date, RL Lenders pursuant to this Agreement (B) 2020 Letter of Credit Fees payable or in the circumstances provided in the proviso to the 2020 Revolving Credit immediately preceding sentence, the RL Percentages of the RL Lenders in their capacity as L/C Participants of Existing pursuant to this Agreement), it is hereby agreed that, with respect to all outstanding Letters of Credit deemed issued under 2020 Revolving Credit Commitments and Unpaid Drawings of a Tranche, there shall be an automatic adjustment to the participations pursuant to clause (f) below will begin this Section 3.04 to accrue as reflect the new Dollar Percentages or, in the circumstances described in the proviso to the immediately preceding sentence, the RL Percentages of the 2015 May Effective Date and will be paid directly to the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and (C) the L/C Participants of the Existing Letters of Credit issued under either the 2016 Revolving Credit Commitments or the 2020 Revolving Credit Commitments shall have no right to receive any portion of any Fronting Feesvarious RL Lenders.

Letter of Credit Participations. (a) Immediately upon the issuance by the Letter of Credit Issuer of any Letter of Credit, the Letter of Credit Issuer shall be deemed to have sold and transferred to each other Revolving Credit Lender (each such Revolving Credit Lender, in its capacity under this Section 3.33.3(a), an a “L/C Letter of Credit Participant”), and each such L/C Letter of Credit Participant shall be deemed irrevocably and unconditionally to have purchased and received from the Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation (each an each, a “L/C Letter of Credit Participation”), to the extent of such L/C Letter of Credit Participant’s Revolving Credit Commitment Percentage (determined after giving effect to clause (f) below) Percentage, in each such Letter of Credit, each substitute thereforletter of credit, each drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto; provided that the thereto (although Letter of Credit Fees will be paid directly to the Administrative Agent for the ratable account of the L/C Letter of Credit Participants as provided in Section 4.1(b4.1(c) and the L/C Letter of Credit Participants shall have no right to receive any portion of any Fronting Fees; it being understood that (A) any accrued and unpaid 2016 Letter of Credit Fees to, but not including, the 2015 May Effective Date, were fees paid by the Borrower to the Administrative Agent for the ratable account of the L/C Participants Letter of Existing Letters Credit Issuer in respect of each Letter of Credit issued hereunder). (b) In determining whether to pay under 2016 Revolving Credit Commitments on any Letter of Credit, the 2015 May Effective Date, (B) 2020 applicable Letter of Credit Fees payable Issuer shall have no obligation relative to the 2020 Revolving Credit Lenders in their capacity as L/C Participants of Existing Letters applicable Letter of Credit deemed issued under 2020 Revolving Credit Commitments pursuant Participants other than to clause (f) below will begin to accrue as of the 2015 May Effective Date and will be paid directly confirm to the Administrative Agent for that any documents required to be delivered under such Letter of Credit have been delivered and that they appear to comply on their face with the ratable account requirements of such Letter of Credit. Any action taken or omitted to be taken by the L/C Participants as provided applicable Letter of Credit Issuer under or in Section 4.1(b) and (C) the L/C Participants of the Existing Letters connection with any Letter of Credit issued under either by it, if taken or omitted in the 2016 Revolving absence of gross negligence or willful misconduct, as determined in a final non-appealable judgment of a court of competent jurisdiction, shall not create for such Letter of Credit Commitments or the 2020 Revolving Credit Commitments shall have no right to receive Issuer any portion of any Fronting Fees.resulting liability. -134- #95203802v2296160609v3 #96160609v5

Letter of Credit Participations. (a) Immediately upon The Issuing Bank irrevocably agrees to grant and hereby grants to each L/C Lender, and, to induce the issuance by the Letter of Credit Issuer of any Letter Issuing Bank to issue Letters of Credit, the Letter of Credit Issuer shall be deemed to have sold and transferred to each Revolving Credit Lender (each such Revolving Credit Lender, in its capacity under this Section 3.3, an “L/C Participant”)Lender irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Bank, on the terms and each conditions set forth below, for such L/C Participant shall be deemed irrevocably Lender’s own account and unconditionally to have purchased and received from the Letter of Credit Issuer, without recourse or warranty, risk an undivided interest and participation (each an “L/C Participation”), equal to the extent of such L/C ParticipantLender’s Revolving Credit L/C Commitment Percentage (determined after giving effect to clause (f) below) in the Issuing Bank’s obligations and rights under and in respect of each Letter of Credit, each substitute therefor, each drawing made thereunder Credit issued by the Issuing Bank and the obligations amount of each draft paid by the Issuing Bank thereunder. Each L/C Lender agrees with the Issuing Bank that, if a draft is paid under any Letter of Credit issued by the Issuing Bank for which the Issuing Bank is not reimbursed in full by the Borrowers in accordance with the terms of this Agreement, such L/C Lender shall pay to the Issuing Bank upon demand at the Issuing Bank’s address for notices specified herein an amount equal to such L/C Lender’s L/C Commitment Percentage of the Borrower amount of such draft, or any part thereof, that is not so reimbursed, provided that (x) in lieu of making any demands under this Section 3.04(a), the Issuing Bank may withdraw funds from such L/C Lender’s Lender Cash Collateral Account; or (y) so long as funds sufficient to pay such amount are in such L/C Lender's Lender Cash Collateral Account and are available to the Issuing Bank without stay or delay, such L/C Lender may satisfy any demands made under this Section 3.04(a) by the Issuing Bank, by directing the Issuing Bank to withdraw funds from such L/C Lender's Lender Cash Collateral Account, in each case, to satisfy such payment obligations in accordance with Section 4 of the Cash Collateral Agreement. The Issuing Bank shall give prompt notice of such withdrawal in accordance with the Cash Collateral Agreement. Each L/C Lender’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right that such L/C Lender may have against the Issuing Bank, the Borrowers or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Article IV, (iii) any adverse change in the condition (financial or otherwise) of the Borrowers or any other Loan Party, (iv) any breach of this Agreement with respect theretoor any other Loan Document by the Borrowers, and any security therefor other Loan Party or guaranty pertaining theretoany other Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that the Letter of Credit Fees will be paid directly to the Administrative Agent for the ratable account of the each L/C Participants as provided Lender shall only be obligated to make any such payment in Dollars (and not any foreign currency) in accordance with the provisions of Section 4.1(b) and the L/C Participants shall have no right to receive any portion of any Fronting Fees; it being understood that (A) any accrued and unpaid 2016 Letter of Credit Fees to, but not including, the 2015 May Effective Date, were paid by the Borrower to the Administrative Agent for the ratable account of the L/C Participants of Existing Letters of Credit issued under 2016 Revolving Credit Commitments on the 2015 May Effective Date, (B) 2020 Letter of Credit Fees payable to the 2020 Revolving Credit Lenders in their capacity as L/C Participants of Existing Letters of Credit deemed issued under 2020 Revolving Credit Commitments pursuant to clause (f) below will begin to accrue as of the 2015 May Effective Date and will be paid directly to the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and (C) the L/C Participants of the Existing Letters of Credit issued under either the 2016 Revolving Credit Commitments or the 2020 Revolving Credit Commitments shall have no right to receive any portion of any Fronting Fees3.10 hereof.

Letter of Credit Participations. (a) Immediately upon the issuance by the Letter of Credit Issuer of any Letter of Credit, the Letter of Credit Issuer shall be deemed The Issuing Lender irrevocably agrees to have sold grant and transferred hereby grants to each Revolving Credit Lender (each such Revolving Credit Lender, in its capacity under this Section 3.3, an “L/C Participant”), and each such L/C Participant shall be deemed irrevocably and unconditionally to have purchased and received from the Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation (each an “L/C Participation”)and, to induce the extent of such L/C Participant’s Revolving Credit Commitment Percentage (determined after giving effect Issuing Lender to clause (f) below) in each Letter issue Letters of Credit, each substitute thereforRevolving Lender irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth below, for such Revolving Lender’s own account and risk an undivided interest equal to such Revolving Lender’s Revolving Commitment Percentage in the Issuing Lender’s obligations and rights under and in respect of each drawing made thereunder Letter of Credit and the obligations amount of each draft paid by the Issuing Lender thereunder. Each Revolving Lender agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrowers in accordance with the terms of this Agreement, such Revolving Lender shall pay to the Issuing Lender upon demand at the Issuing Lender’s address for notices specified herein an amount equal to such Revolving Lender’s Revolving Commitment Percentage of the Borrower under amount of such draft, or any part thereof, that is not so reimbursed. Each Revolving Lender’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right that such Revolving Lender may have against the Issuing Lender, the Borrowers or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Article IV, (iii) any adverse change in the condition (financial or otherwise) of the Borrowers or any other Loan Party, (iv) any breach of this Agreement with respect theretoor any other Loan Document by the Borrowers, and any security therefor other Loan Party or guaranty pertaining theretoany other Revolving Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that each Revolving Lender shall only be obligated to make any such payment in Dollars (and not any foreign currency) in accordance with the Letter provisions of Credit Fees will be paid directly to the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and the L/C Participants shall have no right to receive any portion of any Fronting Fees; it being understood that (A) any accrued and unpaid 2016 Letter of Credit Fees to, but not including, the 2015 May Effective Date, were paid by the Borrower to the Administrative Agent for the ratable account of the L/C Participants of Existing Letters of Credit issued under 2016 Revolving Credit Commitments on the 2015 May Effective Date, (B) 2020 Letter of Credit Fees payable to the 2020 Revolving Credit Lenders in their capacity as L/C Participants of Existing Letters of Credit deemed issued under 2020 Revolving Credit Commitments pursuant to clause (f) below will begin to accrue as of the 2015 May Effective Date and will be paid directly to the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and (C) the L/C Participants of the Existing Letters of Credit issued under either the 2016 Revolving Credit Commitments or the 2020 Revolving Credit Commitments shall have no right to receive any portion of any Fronting Fees3.10 hereof.

Letter of Credit Participations. (a) Immediately upon the issuance by the Letter of Credit Issuer of any Letter of Credit, the Letter of Credit Issuer shall be deemed to have sold and transferred to each Revolving Credit Lender (each such Revolving Credit Lender, in its capacity under this Section 3.3, an “L/C Participant”), and each such L/C Participant shall be deemed irrevocably and unconditionally to have purchased and received from the Letter of Credit Issuer, without recourse or warranty, an undivided interest and 105 participation (each an “L/C Participation”), to the extent of such L/C Participant’s Revolving Credit Commitment Percentage (determined after giving effect to clause (f) below) in each Letter of Credit, each substitute therefor, each drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto; provided that the Letter of Credit Fees will be paid directly to the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and the L/C Participants shall have no right to receive any portion of any Fronting Fees; it being understood that (A) any accrued and unpaid 2016 Letter of Credit Fees to, but not including, the 2015 May Effective Date, were paid by the Borrower to the Administrative Agent for the ratable account of the L/C Participants of Existing Letters of Credit issued under 2016 Revolving Credit Commitments on the 2015 May Effective Date, (B) 2020 Letter of Credit Fees payable to the 2020 Revolving Credit Lenders in their capacity as L/C Participants of Existing Letters of Credit deemed issued under 2020 Revolving Credit Commitments pursuant to clause (f) below will begin to accrue as of the 2015 May Effective Date and will be paid directly to the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and (C) the L/C Participants of the Existing Letters of Credit issued under either the 2016 Revolving Credit Commitments or the 2020 Revolving Credit Commitments shall have no right to receive any portion of any Fronting Fees.

Letter of Credit Participations. (a) Immediately upon the issuance by the Letter of Credit Issuer any Issuing Lender of any Letter of Credit, but subject to Section 2C.03 to the Letter extent applicable in the case of Credit Issuer Non-Dollar Denominated Letters of Credit, such Issuing Lender shall be deemed to have sold and transferred to each Revolving Credit CL Lender (each such Revolving Credit LenderLender with respect to any Letter of Credit, in its capacity under this Section 3.32A.04, an “a "L/C Participant”"), and each such L/C Participant shall be deemed irrevocably and unconditionally to have purchased and received from the Letter of Credit Issuersuch Issuing Lender, without recourse or warranty, an undivided interest and participation (each an “"L/C Participation”"), in a percentage equal to the extent of such L/C Participant’s Revolving Credit Commitment 's CL Percentage (determined after giving effect to clause (f) below) in each such Letter of Credit, and each substitute therefor, each drawing Drawing made thereunder and the obligations of the Borrower respective Account Party under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto; provided that the Letter of Credit thereto (although CL Facility Fees will shall be paid payable directly to the Administrative Agent for the ratable account of the L/C Participants CL Lenders as provided in Section 4.1(b3.01(a) and the L/C Participants shall have no right to receive any portion of any Fronting Fees; Facing Fees or any administration fees with respect to any such Letters of Credit) and any security therefor or guaranty pertaining thereto. Upon any change in the Credit-Linked Commitments and, as a result thereof, the CL Percentages of the CL Lenders pursuant to Section 1.13, or 13.04, it being understood is hereby agreed that (A) any accrued with respect to all outstanding Letters of Credit and unpaid 2016 Unpaid Drawings relating thereto, there shall be an automatic adjustment to the participations pursuant to this Section 2A.04 to reflect the new CL Percentages of the CL Lenders. With respect to each Letter of Credit Fees tofrom time to time outstanding, but not including, all calculations of the 2015 May Effective Date, were paid percentage participations therein of the various CL Lenders shall be made from time to time by the Borrower Administrative Agent, which calculations shall be conclusive absent manifest error. Furthermore, upon the occurrence of a Sharing Event and as more fully set forth in Section 1.14, additional sub-participations may be required to be granted by the Administrative Agent for the ratable account of the L/C Participants of Existing Letters of Credit issued under 2016 Revolving Credit Commitments on the 2015 May Effective Date, (B) 2020 Letter of Credit Fees payable to the 2020 Revolving Credit various CL Lenders in their capacity as L/C Participants of Existing participations in outstanding Letters of Credit deemed issued under 2020 Revolving Credit Commitments pursuant to clause (f) below will begin to accrue as of the 2015 May Effective Date Credit, in each case in accordance with, and will be paid directly subject to the Administrative Agent for the ratable account of the L/C Participants as provided in provisions of, Section 4.1(b) and (C) the L/C Participants of the Existing Letters of Credit issued under either the 2016 Revolving Credit Commitments or the 2020 Revolving Credit Commitments shall have no right to receive any portion of any Fronting Fees1.14.

Letter of Credit Participations. (a) Immediately upon the issuance by the Letter of Credit Issuer of any Letter of Credit, the Letter of Credit Issuer shall be deemed The Issuing Lender irrevocably agrees to have sold grant and transferred hereby grants to each Revolving Credit Lender (each such Revolving Credit Lender, in its capacity under this Section 3.3, an “L/C Participant”), and each such L/C Participant shall be deemed irrevocably and unconditionally to have purchased and received from the Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation (each an “L/C Participation”)and, to induce the extent of such L/C Participant’s Revolving Credit Commitment Percentage (determined after giving effect Issuing Lender to clause (f) below) in each Letter issue Letters of Credit, each substitute thereforLender irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth below, for such Lender’s own account and risk an undivided interest equal to such Lender’s Commitment Percentage in the Issuing Lender’s obligations and rights under and in respect of each drawing made thereunder Letter of Credit and the obligations amount of each draft paid by the Issuing Lender thereunder. Each Lender agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrowers in accordance with the terms of this Agreement, such Lender shall pay to the Issuing Lender upon demand at the Issuing Lender’s address for notices specified herein an amount equal to such Lender’s Commitment Percentage of the Borrower under amount of such draft, or any part thereof, that is not so reimbursed. Each Lender’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right that such Lender may have against the Issuing Lender, the Borrowers or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Article IV, (iii) any adverse change in the condition (financial or otherwise) of the Borrowers or any other Loan Party, (iv) any breach of this Agreement with respect theretoor any other Loan Document by the Borrowers, and any security therefor other Loan Party or guaranty pertaining theretoany other Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that each Lender shall only be obligated to make any such payment in Dollars (and not any foreign currency) in accordance with the Letter provisions of Credit Fees will be paid directly to the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and the L/C Participants shall have no right to receive any portion of any Fronting Fees; it being understood that (A) any accrued and unpaid 2016 Letter of Credit Fees to, but not including, the 2015 May Effective Date, were paid by the Borrower to the Administrative Agent for the ratable account of the L/C Participants of Existing Letters of Credit issued under 2016 Revolving Credit Commitments on the 2015 May Effective Date, (B) 2020 Letter of Credit Fees payable to the 2020 Revolving Credit Lenders in their capacity as L/C Participants of Existing Letters of Credit deemed issued under 2020 Revolving Credit Commitments pursuant to clause (f) below will begin to accrue as of the 2015 May Effective Date and will be paid directly to the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and (C) the L/C Participants of the Existing Letters of Credit issued under either the 2016 Revolving Credit Commitments or the 2020 Revolving Credit Commitments shall have no right to receive any portion of any Fronting Fees3.10 hereof.

Letter of Credit Participations. (a) Immediately upon the issuance by the Letter of Credit Issuer Facing Agent of any Letter of Credit, the Letter of Credit Issuer Facing Agent shall be deemed to have sold and transferred to each Revolving Credit Lender Lender, other than the Facing Agent (each such Revolving Credit Lender, in its capacity under this Section 3.32.9(e), an “L/C "LC Participant”"), and each such L/C LC Participant shall be deemed irrevocably and unconditionally to have purchased and received from the Letter of Credit IssuerFacing Agent, without recourse or warranty, an undivided interest and participation (each an “L/C Participation”)participation, to the extent of such L/C Participant’s Revolving Credit Commitment Percentage (determined after giving effect to clause (f) below) Lender's Pro Rata Share, in each such Letter of Credit, each substitute thereforLetter of Credit, each drawing Drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto; provided that the thereto (although Letter of Credit Fees will fees shall be paid payable directly to the Administrative Agent for the ratable account of the L/C Participants Lenders as provided in Section 4.1(b2.9(g) and the L/C LC Participants shall have no right to receive any portion of the facing fees), and any Fronting Fees; security therefor or guaranty pertaining thereto. Upon any change in the Revolving Commitments of the Lenders pursuant to Section 4.1 or 4.2 or as a result of a Lender Default, it being understood is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating to Letters of Credit, there shall be an automatic adjustment pursuant to this Section 2.9(e) to reflect the new Pro Rata Share of the assignor and assignee Lender or of all Lenders with Revolving Commitments, as the case may be. In determining whether to pay under any Letter of Credit, the Facing Agent shall have no obligation relative to the LC Participants other than to confirm that (A) any accrued and unpaid 2016 documents required to be delivered under such Letter of Credit Fees to, but not including, appear to have been delivered and that they appear to comply on their face with the 2015 May Effective Date, were paid requirements of such Letter of Credit. Any action taken or omitted to be taken by the Borrower to the Administrative Facing Agent for the ratable account of the L/C Participants of Existing Letters under or in connection with any Letter of Credit issued under 2016 Revolving Credit Commitments on by it if taken or omitted in the 2015 May Effective Dateabsence of gross negligence or willful misconduct, (B) 2020 Letter of Credit Fees payable to the 2020 Revolving Credit Lenders in their capacity as L/C Participants of Existing Letters of Credit deemed issued under 2020 Revolving Credit Commitments pursuant to clause (f) below will begin to accrue as of the 2015 May Effective Date and will be paid directly to the Administrative Agent shall not create for the ratable account of the L/C Participants as provided in Section 4.1(b) and (C) the L/C Participants of the Existing Letters of Credit issued under either the 2016 Revolving Credit Commitments Facing Agent any resulting liability to Borrower or the 2020 Revolving Credit Commitments shall have no right to receive any portion of any Fronting FeesLender.

Letter of Credit Participations. (a) Immediately upon the issuance by the a Letter of Credit Issuer of any Letter of Credit, the such Letter of Credit Issuer shall be deemed to have sold and transferred to each Revolving Credit other RL Lender or PF Lender, as the case may be, and each such RL Lender or PF Lender (each such Revolving Credit Lender, in its capacity under this Section 3.32.03, an “L/C a "Participant”), and each such L/C Participant ") shall be deemed irrevocably and unconditionally to have purchased and received from the such Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation (each an “L/C Participation”)participation, to the extent of such L/C Participant’s Revolving Credit Commitment 's Adjusted RL Percentage (determined after giving effect to clause (f) below) or PF Percentage, as the case may be, in each such Letter of Credit, each substitute thereforLetter of Credit, each drawing made thereunder (each, a "Drawing") and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto; provided that the thereto (although WC Letter of Credit Fees will shall be paid payable directly to the Administrative Agent for the ratable account of the L/C Participants RL Lenders as provided in Section 4.1(b3.01(c), the PF Facility Fee and the interest referred to in Section 2.04(b)(ii) shall be payable directly to the Administrative Agent for the account of the PF Lenders as provided in Sections 3.01(d) and 2.04(b)(ii), respectively, and the L/C Participants shall have no right to receive any portion of any Fronting Fees; it being understood that (AFacing Fees or any administrative fees referred to in Section 3.01(f)) any accrued and unpaid 2016 Letter of Credit Fees to, but not including, the 2015 May Effective Date, were paid by the Borrower with respect to the Administrative Agent for the ratable account of the L/C Participants of Existing such Letters of Credit issued under 2016 and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Credit Loan Commitments on or the 2015 May Effective Date, (B) 2020 Adjusted RL Percentages of the RL Lenders or the PF Letter of Credit Fees payable to the 2020 Revolving Credit Lenders in their capacity as L/C Participants of Existing Letters of Credit deemed issued under 2020 Revolving Credit Commitments pursuant to clause (f) below will begin to accrue as of the 2015 May Effective Date and will be paid directly to the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and (C) the L/C Participants of the Existing Letters of Credit issued under either the 2016 Revolving Credit Commitments or the 2020 Revolving PF Percentages of the PF Lenders, in each case pursuant to Section 1.13 or 13.04(b) or as a result of a Lender Default, it is hereby agreed that, with respect to all outstanding Letters of Credit Commitments and Unpaid Drawings with respect thereto, there shall have no right be an automatic adjustment to receive any portion the participations pursuant to this Section 2.03 to reflect the new Adjusted RL Percentages or PF Percentages of any Fronting Feesthe assignor and assignee RL Lender or PF Lender, as the case may be.

Letter of Credit Participations. (a) Immediately upon The Issuing Bank irrevocably agrees to grant and hereby grants to each L/C Lender, and, to induce the issuance by the Letter of Credit Issuer of any Letter Issuing Bank to issue Letters of Credit, the Letter of Credit Issuer shall be deemed to have sold and transferred to each Revolving Credit Lender (each such Revolving Credit Lender, in its capacity under this Section 3.3, an “L/C Participant”)Lender irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Bank, on the terms and each conditions set forth below, for such L/C Participant shall be deemed irrevocably Lender’s own account and unconditionally to have purchased and received from the Letter of Credit Issuer, without recourse or warranty, risk an undivided interest and participation (each an “L/C Participation”), equal to the extent of such L/C ParticipantLender’s Revolving Credit L/C Commitment Percentage (determined after giving effect to clause (f) below) in the Issuing Bank’s obligations and rights under and in respect of each Letter of Credit, each substitute therefor, each drawing made thereunder Credit issued by the Issuing Bank and the obligations amount of each draft paid by the Issuing Bank thereunder. Each L/C Lender agrees with the Issuing Bank that, if a draft is paid under any Letter of Credit issued by the Issuing Bank for which the Issuing Bank is not reimbursed in full by the Borrowers in accordance with the terms of this Agreement, such L/C Lender shall pay to the Issuing Bank upon demand at the Issuing Bank’s address for notices specified herein an amount equal to such L/C Lender’s L/C Commitment Percentage of the Borrower amount of such draft, or any part thereof, that is not so reimbursed, provided that (x) in lieu of making any demands under this Section 3.04(a), the Issuing Bank may withdraw funds from such L/C Lender’s Lender Cash Collateral Account; or (y) so long as funds sufficient to pay such amount are in such L/C Lender’s Lender Cash Collateral Account and are available to the Issuing Bank without stay or delay, such L/C Lender may satisfy any demands made under this Section 3.04(a) by the Issuing Bank, by directing the Issuing Bank to withdraw funds from such L/C Lender’s Lender Cash Collateral Account, in each case, to satisfy such payment obligations in accordance with Section 4 of the Cash Collateral Agreement. The Issuing Bank shall give prompt notice of such withdrawal in accordance with the Cash Collateral Agreement. Each L/C Lender’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right that such L/C Lender may have against the Issuing Bank, the Borrowers or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Article IV, (iii) any adverse change in the condition (financial or otherwise) of the Borrowers or any other Loan Party, (iv) any breach of this Agreement with respect theretoor any other Loan Document by the Borrowers, and any security therefor other Loan Party or guaranty pertaining theretoany other Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that the Letter of Credit Fees will be paid directly to the Administrative Agent for the ratable account of the each L/C Participants as provided Lender shall only be obligated to make any such payment in Dollars (and not any foreign currency) in accordance with the provisions of Section 4.1(b) and the L/C Participants shall have no right to receive any portion of any Fronting Fees; it being understood that (A) any accrued and unpaid 2016 Letter of Credit Fees to, but not including, the 2015 May Effective Date, were paid by the Borrower to the Administrative Agent for the ratable account of the L/C Participants of Existing Letters of Credit issued under 2016 Revolving Credit Commitments on the 2015 May Effective Date, (B) 2020 Letter of Credit Fees payable to the 2020 Revolving Credit Lenders in their capacity as L/C Participants of Existing Letters of Credit deemed issued under 2020 Revolving Credit Commitments pursuant to clause (f) below will begin to accrue as of the 2015 May Effective Date and will be paid directly to the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and (C) the L/C Participants of the Existing Letters of Credit issued under either the 2016 Revolving Credit Commitments or the 2020 Revolving Credit Commitments shall have no right to receive any portion of any Fronting Fees3.10 hereof.

Letter of Credit Participations. (a) Immediately upon the issuance by the Letter of Credit Issuer of any Letter of Credit, the Letter of Credit Issuer shall be deemed to have sold and transferred to each Revolving Credit Lender (each such Revolving Credit Lender, in its capacity under this Section 3.3, an “L/C Participant”), and each such L/C Participant shall be deemed irrevocably and unconditionally to have purchased and received from the Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation (each an “L/C Participation”), to the extent of such L/C Participant’s Revolving Credit Commitment Percentage (determined after giving effect to clause (f) below) in each Letter of Credit, each substitute therefor, each drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto; provided that the Letter of Credit Fees will be paid directly to the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and the L/C Participants shall have no right to receive any portion of any Fronting Fees; it being understood that (A) any accrued and unpaid 2016 Letter of Credit Fees to, but not including, the 2015 May Effective Date, were paid by the Borrower to the Administrative Agent for the ratable account of the L/C Participants of Existing Letters of Credit issued under 2016 Revolving Credit Commitments on the 2015 May Effective Date, (B) 2020 Letter of Credit Fees payable to the 2020 Revolving Credit Lenders in their capacity as L/C Participants of Existing Letters of Credit deemed issued under 2020 Revolving Credit Commitments pursuant to clause (f) below will begin to accrue as of the 2015 May Effective Date and will be paid directly to the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and and, (C) the L/C Participants of the Existing Letters of Credit issued under either the 2016 Revolving Credit Commitments or the 2020 Revolving Credit Commitments shall have no right to receive any portion of any Fronting Fees, (D) any accrued and unpaid 2020 Letter of Credit Fees to, but not including, the 2018 October Amendment Effective Date, were paid by the Borrower to the Administrative Agent for the ratable account of the L/C Participants of 2018 Existing Letters of Credit issued under 2020 Revolving Credit Commitments on the 2018 October Amendment Effective Date, (E) 2023 Letter of Credit Fees payable to the 2023 Revolving Credit Lenders in their capacity as L/C Participants of 2018 Existing Letters of Credit deemed issued under 2023 Revolving Credit Commitments pursuant to clause (g) below will begin to accrue as of the 2018 October Amendment Effective Date and will be paid directly to the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(c) and (F) the L/C Participants of the 2018 Existing Letters of Credit issued under either the 2020 Revolving Credit Commitments or the 2023 Revolving Credit Commitments shall have no right to receive any portion of any Fronting Fees.

Letter of Credit Participations. (a) Immediately upon the issuance by the Letter of Credit Issuer an Issuing Lender of any Letter of Credit, the Letter of Credit Issuer such Issuing Lender shall be deemed to have sold and transferred to each Revolving Credit Lender, and each such Lender (each such Revolving Credit Lender, in its capacity under this Section 3.33.04, an a “L/C Participant”), and each such L/C Participant ) shall be deemed irrevocably and unconditionally to have purchased and received from the Letter of Credit Issuersuch Issuing Lender, without recourse or warranty, an undivided interest and participation (each an “L/C Participation”)participation, to the extent of such L/C Participant’s Revolving Credit Commitment Percentage (determined after giving effect to clause (f) below) RL Percentage, in each such Letter of Credit, each substitute therefor, each drawing or payment made thereunder and the obligations of the Borrower Borrowers under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto; provided . Upon any change in the Revolving Loan Commitments or RL Percentages of the Lenders pursuant to Section 2.13, 2.15 or 13.04(b), it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating thereto, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 to reflect the new RL Percentages of the assignor and assignee Lender, as the case may be. (b) In determining whether to pay under any Letter of Credit, no Issuing Lender shall have any obligation relative to the other Lenders other than to confirm that the any documents required to be delivered under such Letter of Credit Fees will appear to have been delivered and that they appear to substantially comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be paid directly taken by an Issuing Lender under or in connection with any Letter of Credit issued by it shall not create for such Issuing Lender any resulting liability to any Borrower, any other Credit Party, any Lender or any other Person unless such action is taken or omitted to be taken with gross negligence or willful misconduct on the part of such Issuing Lender (as determined by a court of competent jurisdiction in a final and non-appealable decision). (c) In the event that an Issuing Lender makes any payment under any Letter of Credit issued by it and the Borrowers shall not have reimbursed such amount in full to such Issuing Lender pursuant to Section 3.05(a), such Issuing Lender shall promptly notify the Administrative Agent, which shall promptly notify each Participant of such failure, and each Participant shall promptly and unconditionally pay to such Issuing Lender the amount of such Participant’s RL Percentage of such unreimbursed payment in Dollars and in same day funds. If the Administrative Agent so notifies, on or prior to 12:00 Noon (New York City time) on any Business Day, any Participant required to fund a payment under a Letter of Credit, such Participant shall make available to the respective Issuing Lender in Dollars such Participant’s Percentage of the amount of such payment on such Business Day in same day funds; provided, that, if any such notice is given to any Participant after 12:00 Noon (New York City time) on such Business Day, such payment will be made available by such Participant to such Issuing Lender on the immediately succeeding Business Day. If and to the extent such Participant shall not have so made its RL Percentage of the amount of such payment available to the respective Issuing Lender, such Participant agrees to pay to such Issuing Lender, forthwith on demand such amount, together with interest thereon, for each day from such date until the date such amount is paid to such Issuing Lender at the overnight Federal Funds Rate for the ratable account of first three days and at the L/C Participants interest rate applicable to Loans that are maintained as provided in Section 4.1(b) and the L/C Participants shall have no right to receive any portion Base Rate Loans for each day thereafter. The failure of any Fronting Fees; it being understood that (A) Participant to make available to an Issuing Lender its RL Percentage of any accrued and unpaid 2016 payment under any Letter of Credit Fees to, but issued by such Issuing Lender shall not including, the 2015 May Effective Date, were paid by the Borrower relieve any other Participant of its obligation hereunder to the Administrative Agent for the ratable account make available to such Issuing Lender its RL Percentage of the L/C Participants of Existing Letters of Credit issued any payment under 2016 Revolving Credit Commitments on the 2015 May Effective Date, (B) 2020 any Letter of Credit Fees payable to on the 2020 Revolving Credit Lenders in their capacity date required, as L/C Participants of Existing Letters of Credit deemed issued under 2020 Revolving Credit Commitments pursuant to clause (f) below will begin to accrue as of the 2015 May Effective Date and will specified above, but no Participant shall be paid directly to the Administrative Agent responsible for the ratable account of the L/C Participants as provided in Section 4.1(b) and (C) the L/C Participants of the Existing Letters of Credit issued under either the 2016 Revolving Credit Commitments or the 2020 Revolving Credit Commitments shall have no right to receive any portion failure of any Fronting Fees.other Participant to make available to such Issuing Lender such other Participant’s RL Percentage of any such payment. 72 #93457508v14

Letter of Credit Participations. (a) Immediately upon the issuance by the Letter an Issuing Lender of Credit Issuer of any a Letter of Credit, the Letter of Credit Issuer such Issuing Lender shall be deemed to have sold and transferred to each Revolving Credit Lender, and each such Lender (each such Revolving Credit Lender, in its capacity under this Section 3.33.04, an a “L/C Participant”), and each such L/C Participant ) shall be deemed irrevocably and unconditionally to have purchased and received from the Letter of Credit Issuersuch Issuing Lender, without recourse or warranty, an undivided interest and participation (each an “L/C Participation”)participation, to the extent of such L/C Participant’s Revolving Credit Commitment Percentage (determined after giving effect to clause (f) below) Percentage, in each such Letter of Credit, each substitute therefor, each drawing or payment made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto; provided that . Upon any change in the Commitments or Percentages of the Lenders pursuant to Section 2.12 or 14.04(b), it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating thereto, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 to reflect the new Percentages of the assignor and assignee Lender, as the case may be. Subject to Section 4.03(a), upon the Non-Extended Commitment Maturity Date, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating thereto, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 to reflect the termination of the Non-Extended Commitments and the Percentages of the Extended Commitments of the Extending Lenders on such date. Except to the extent of reallocations of participations on the Non-Extended Commitment Maturity Date pursuant to the immediately preceding sentence, the occurrence of the Non-Extended Commitment Maturity Date shall have no effect upon (and shall not diminish) the percentage participations of the Lenders in any Letter of Credit Fees will be paid directly to issued before the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and the L/C Participants shall have no right to receive any portion of any Fronting Fees; it being understood that (A) any accrued and unpaid 2016 Letter of Credit Fees to, but not including, the 2015 May Effective Non-Extended Commitment Maturity Date, were paid by the Borrower to the Administrative Agent for the ratable account of the L/C Participants of Existing Letters of Credit issued under 2016 Revolving Credit Commitments on the 2015 May Effective Date, (B) 2020 Letter of Credit Fees payable to the 2020 Revolving Credit Lenders in their capacity as L/C Participants of Existing Letters of Credit deemed issued under 2020 Revolving Credit Commitments pursuant to clause (f) below will begin to accrue as of the 2015 May Effective Date and will be paid directly to the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and (C) the L/C Participants of the Existing Letters of Credit issued under either the 2016 Revolving Credit Commitments or the 2020 Revolving Credit Commitments shall have no right to receive any portion of any Fronting Fees.

Letter of Credit Participations. (a) Immediately upon the issuance by the Letter of Credit Issuer of any Letter of Credit, the Letter of Credit Issuer shall be deemed to have sold and transferred to each Revolving Credit Lender (each such Revolving Credit Lender, in its capacity under this Section 3.3, an “L/C Participant”), and each such L/C Participant shall be deemed irrevocably and unconditionally to have purchased and received from the Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation (each an “L/C Participation”), to the extent of such L/C Participant’s Revolving Credit Commitment Percentage (determined after giving effect to clause (f) below) in each Letter of Credit, each substitute therefor, each drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto; provided that the Letter of Credit Fees will be paid directly to the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and the L/C Participants shall have no right to receive any portion of any Fronting Fees; it being understood that (A) any accrued and unpaid 2016 Letter of Credit Fees to, but not including, the 2015 May Effective Date, were paid by the Borrower to the Administrative Agent for the ratable account of the L/C Participants of Existing Letters of Credit issued under 2016 Revolving Credit Commitments on the 2015 May Effective Date, (B) 2020 Letter of Credit Fees payable to the 2020 Revolving Credit Lenders in their capacity as L/C Participants of Existing Letters of Credit deemed issued under 2020 Revolving Credit Commitments pursuant to clause (f) below will begin to accrue as of the 2015 109 May Effective Date and will be paid directly to the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and (C) the L/C Participants of the Existing Letters of Credit issued under either the 2016 Revolving Credit Commitments or the 2020 Revolving Credit Commitments shall have no right to receive any portion of any Fronting Fees.

Letter of Credit Participations. (a) Immediately upon the issuance by the Letter of Credit Issuer of any Letter of Credit, the Letter of Credit Issuer shall be deemed to have sold and transferred to each Revolving Credit Lender (each such Revolving Credit Lender, in its capacity under this Section 3.3, an “L/C Participant”), and each such L/C Participant shall be deemed irrevocably and unconditionally to have purchased and received from the Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation (each an “L/C Participation”), to the extent of such L/C Participant’s Revolving Credit Commitment Percentage (determined after giving effect to clause (f) below) in each Letter of Credit, each substitute therefor, each drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto; provided that the Letter of Credit Fees will be paid directly to the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and the L/C Participants shall have no right to receive any portion of any Fronting Fees; it being understood that (A) any accrued and unpaid 2016 Letter of Credit Fees to, but not including, the 2015 May Effective Date, were paid by the Borrower to the Administrative Agent for the ratable account of the L/C Participants of Existing Letters of Credit issued under 2016 Revolving Credit 107 Commitments on the 2015 May Effective Date, (B) 2020 Letter of Credit Fees payable to the 2020 Revolving Credit Lenders in their capacity as L/C Participants of Existing Letters of Credit deemed issued under 2020 Revolving Credit Commitments pursuant to clause (f) below will begin to accrue as of the 2015 May Effective Date and will be paid directly to the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and (C) the L/C Participants of the Existing Letters of Credit issued under either the 2016 Revolving Credit Commitments or the 2020 Revolving Credit Commitments shall have no right to receive any portion of any Fronting Fees.

Letter of Credit Participations. (a) Immediately upon the issuance by the Letter of Credit Issuer of any Letter of Credit, the Letter of Credit Issuer shall be deemed to have sold and transferred to each Revolving Credit Lender (each such Revolving Credit Lender, in its capacity under this Section 3.3, an “L/C Participant”), and each such L/C Participant shall be deemed irrevocably and unconditionally to have purchased and received from the Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation (each an “L/C Participation”), to the extent of such L/C Participant’s Revolving Credit Commitment Percentage (determined after giving effect to clause (f) below) in each Letter of Credit, each substitute therefor, each drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto; provided that the Letter of Credit Fees will be paid directly to the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and the L/C Participants shall have no right to receive any portion of any Fronting Fees; it being understood that . (Ab) In determining whether to pay under any accrued and unpaid 2016 Letter of Credit, the relevant Letter of Credit Fees to, but not including, the 2015 May Effective Date, were paid by the Borrower Issuer shall have no obligation relative to the Administrative Agent for the ratable account of the L/C Participants other than to confirm that any documents required to be delivered under such Letter of Existing Letters Credit have been delivered and that they appear to comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by the relevant Letter of Credit Issuer under or in connection with any Letter of Credit issued under 2016 Revolving Credit Commitments on by it, if taken or omitted in the 2015 May Effective Dateabsence of gross negligence or willful misconduct as determined in the final non-appealable judgment of a court of competent jurisdiction, (B) 2020 shall not create for the Letter of Credit Fees payable Issuer any resulting liability. (c) In the event that the Letter of Credit Issuer makes any payment under any Letter of Credit issued by it and the applicable Borrower shall not have repaid such amount in full to the 2020 Revolving respective Letter of Credit Lenders in their capacity as Issuer through the Administrative Agent pursuant to Section 3.4(a), the Administrative Agent shall promptly notify each L/C Participants Participant of Existing Letters of Credit deemed issued under 2020 Revolving Credit Commitments pursuant to clause (f) below will begin to accrue as of the 2015 May Effective Date such failure, and will be paid directly to the Administrative Agent for the ratable account of the each L/C Participants as provided in Section 4.1(b) Participant shall promptly and (C) unconditionally pay to the L/C Participants of the Existing Letters of Credit issued under either the 2016 Revolving Credit Commitments or the 2020 Revolving Credit Commitments shall have no right to receive any portion of any Fronting Fees.-92-

Letter of Credit Participations. (a) Immediately upon The L/C Issuer irrevocably agrees to grant and hereby grants to each Lender, and, to induce the issuance by L/C Issuer to issue Letters of Credit hereunder, each Lender irrevocably agrees to accept and purchase and hereby accepts and purchases from the L/C Issuer for such Lender's own account and risk an undivided interest equal to such Lender's Revolving Percentage in the L/C Issuer's obligations and rights under each Letter of Credit issued hereunder and each draft paid by the L/C Issuer hereunder. Upon presentation of a draft drawn under any Letter of Credit, the Letter of Credit Issuer shall be deemed to have sold and transferred to each Revolving Credit Lender (each such Revolving Credit Lender, in its capacity under this Section 3.3, an “L/C Participant”), Issuer shall promptly notify the Agent and the Agent shall promptly notify each Lender of the amount under such draft and of such Lender's Revolving Percentage of such amount. Except to the extent that (i) the Borrower shall have previously reimbursed the L/C Participant shall Issuer for such draft or (ii) there is a sufficient amount in any cash collateral account established to cover payments to be deemed irrevocably and unconditionally to have purchased and received from the Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation (each an “L/C Participation”), to the extent of made under such L/C Participant’s Revolving Credit Commitment Percentage (determined after giving effect to clause (f) below) in each Letter of Credit, each substitute therefor, each drawing made thereunder and the obligations of the Borrower under this Agreement Lenders shall thereafter make a Revolving Loan in an amount equal to such Lender's Revolving Percentage of the amount of such payment made by the L/C Issuer, together with respect theretoany accrued and unpaid interest thereon. Each Lender shall pay the proceeds of its Loan, and any security therefor or guaranty pertaining thereto; provided that the Letter of Credit Fees will be paid in immediately available funds, directly to the Administrative Agent for the ratable account of the L/C Participants Issuer, (i) not later than 1:00 p.m. New York time, on the following Business Day if the Agent shall have provided notice prior to 11:30 a.m. New York time, and (ii) if the Agent shall have provided notice after 11:30 a.m. New York time, not later than 1:00 p.m. New York time, on the second following Business Day. Revolving Loans made by the Lenders to repay amounts under Letters of Credit pursuant to this Section shall constitute Revolving Loans hereunder, initially shall be Base Rate Loans and shall be subject to all of the provisions of this Agreement concerning Revolving Loans, except that such Revolving Loans shall be made upon demand by the Agent as provided set forth above rather than upon notice by the Borrower, and shall be made, notwithstanding anything in Section 4.1(b) this Agreement to the contrary, without regard to satisfaction of conditions precedent to the making of Revolving Loans set forth in Article V of this Agreement and, notwithstanding any termination of the Revolving Loan Commitment prior to the Stated Maturity Date, Revolving Each Lender's obligation to make Revolving Loans in the amount of its Revolving Percentage of any unreimbursed amounts outstanding under a Letter of Credit pursuant hereto is several, and not joint or joint and several. The failure of any Lender to perform its obligation to make a Revolving Loan in the L/C Participants amount of such Lender's Revolving Percentage of any unreimbursed amounts outstanding under a Letter of Credit will not relieve any other Lender of its obligation hereunder to make a Revolving Loan in the amount of such other Lender's Revolving Percentage of such amounts. Any Lender may, but shall have no right obligation to receive any Person to, assume all or any portion of any Fronting Fees; it being understood that (A) any accrued and unpaid 2016 non-performing Lender's obligation to make a Revolving Loan in the amount of such Lender's Revolving Percentage of such amount outstanding under a Letter of Credit Fees toCredit. The Borrower agrees to accept the Revolving Loans hereinabove provided, but whether or not including, the 2015 May Effective Date, were paid by the Borrower such loans could have been made pursuant to the Administrative Agent for the ratable account terms of the L/C Participants Section 5.2 hereof, or any other Section of Existing Letters of Credit issued under 2016 Revolving Credit Commitments on the 2015 May Effective Date, (B) 2020 Letter of Credit Fees payable to the 2020 Revolving Credit Lenders in their capacity as L/C Participants of Existing Letters of Credit deemed issued under 2020 Revolving Credit Commitments pursuant to clause (f) below will begin to accrue as of the 2015 May Effective Date and will be paid directly to the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and (C) the L/C Participants of the Existing Letters of Credit issued under either the 2016 Revolving Credit Commitments or the 2020 Revolving Credit Commitments shall have no right to receive any portion of any Fronting Feesthis Agreement.

Letter of Credit Participations. (a) Immediately upon the issuance by the Letter of Credit Issuer any Issuing Lender of any Letter of Credit, the Letter of Credit Issuer such Issuing Lender shall be deemed to have sold and transferred to (i) in the case of a Multicurrency Facility Letter of Credit, each Revolving Credit Multicurrency Facility RL Lender and (ii) in the case of a Dollar Facility Letter of Credit, each Dollar Facility RL Lender (each such Revolving Credit LenderLender with respect to any Letter of Credit, in its capacity under this Section 3.32A.04, an “a "L/C Participant”"), and each such L/C Participant shall be deemed irrevocably and unconditionally to have purchased and received from the Letter of Credit Issuersuch Issuing Lender, without recourse or warranty, an undivided interest and participation participation, in a percentage equal to (each an “L/C Participation”)x) in the case of a Multicurrency Facility Letter of Credit, to the extent of such L/C Participant’s Revolving Credit Commitment 's Multicurrency Facility RL Percentage or (determined after giving effect to clause (f) belowy) in each the case of a Dollar Facility Letter of Credit, each substitute thereforsuch L/C Participant's Dollar Facility RL Percentage, in such Multicurrency Facility Letter of Credit or Dollar Facility Letter of Credit, as the case may be, each drawing Drawing made thereunder and the obligations of the respective Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto; provided that the thereto (although Letter of Credit Fees will shall be paid payable directly to the Administrative Agent for the ratable account of the L/C Participants Multicurrency Facility RL Lenders or Dollar Facility RL Lenders, as the case may be, as provided in Section 4.1(b3.01(b) and the L/C Participants shall have no right to receive any portion of any Fronting Fees; Facing Fees with respect to any such Letters of Credit) and any security therefor or guaranty pertaining thereto. Upon any change in (x) the Multicurrency Facility Revolving Loan Commitments and, as a result thereof the Multicurrency Facility RL Percentages, of the Multicurrency Facility RL Lenders pursuant to Section 1.13 or 13.04, it being understood is hereby agreed that, with respect to all outstanding Multicurrency Facility Letters of Credit and Unpaid Drawings relating thereto, there shall be an automatic adjustment to the participations pursuant to this Section 2A.04 to reflect the new Multicurrency Facility RL Percentages of the Multicurrency Facility RL Lenders and (y) the Dollar Facility Revolving Loan Commitments and, as a result thereof the Dollar Facility RL Percentages, of the Dollar Facility RL Lenders pursuant to Sections 1.13 or 13.04, it is hereby agreed that (A) any accrued with respect to all outstanding Dollar Facility Letters of Credit and unpaid 2016 Unpaid Drawings relating thereto, there shall be an automatic adjustment to the participations pursuant to this Section 2A.04 to reflect the new Dollar Facility RL Percentages of the Dollar Facility RL Lenders. With respect to each Letter of Credit Fees to, but not includingfrom time to time outstanding, the 2015 May Effective Datepercentage participations therein of the various Multicurrency Facility RL Lenders (in the case of a Multicurrency Facility Letter of Credit) or Dollar Facility RL Lenders (in the case of a Dollar Facility Letter of Credit) calculated as provided above in this Section 2A.04(a) are herein called the "L/C Participation Percentages" of the various Multicurrency Facility RL Lenders or Dollar Facility RL Lenders, were paid by as the Borrower to the Administrative Agent for the ratable account case may be, in such Letters of Credit. All calculations of the L/C Participants Participation Percentages shall be made from time to time by the Administrative Agent, which calculations shall be conclusive absent manifest error. In addition to the adjustments contemplated above, upon the occurrence of Existing Letters a Sharing Event, in accordance with the provisions of Credit issued under 2016 Revolving Credit Commitments on Section 1.14(d), the 2015 May Effective Date"L/C Participation Percentages" of the RL Lenders shall be adjusted, (B) 2020 so that each RL Lender shall participate in each outstanding Letter of Credit Fees payable (whether a Multicurrency Facility Letter of Credit or a Dollar Facility Letter of Credit) in accordance with its RL Percentage, in each case as more fully described in Section 1.14(d). In any instance described in the immediately preceding sentence, each RL Lender shall be a L/C Participant with respect to each Letter of Credit and its L/C Participation Percentage in each Letter of Credit shall be determined by the 2020 Revolving Credit Administrative Agent in accordance with the relevant provisions of Section 1.14(d). Furthermore, upon the occurrence of a Sharing Event and as more fully set forth in Section 1.14, additional sub-participations may be required to be granted by the various RL Lenders in their capacity as L/C Participants of Existing participations in outstanding Letters of Credit deemed issued under 2020 Revolving Credit Commitments pursuant to clause (f) below will begin to accrue as of the 2015 May Effective Date Credit, in each case in accordance with, and will be paid directly subject to the Administrative Agent for the ratable account of the L/C Participants as provided in provisions of, Section 4.1(b) and (C) the L/C Participants of the Existing Letters of Credit issued under either the 2016 Revolving Credit Commitments or the 2020 Revolving Credit Commitments shall have no right to receive any portion of any Fronting Fees1.14.

Letter of Credit Participations. (a) Immediately upon the issuance by the A. The Issuing Lender irrevocably agrees to grant and hereby grants to each Letter of Credit Issuer Participant and, to induce the Issuing Lender to issue Letters of Credit hereunder, each Lender irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions hereinafter stated, for such Lenders account and risk an undivided interest equal to such Lender’s Revolving Facility Commitment Percentage in the Issuing Lender’s obligations and rights under each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each Letter of Credit Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of CreditCredit for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, the such Letter of Credit Issuer shall be deemed to have sold and transferred to each Revolving Credit Lender (each such Revolving Credit Lender, in its capacity under this Section 3.3, an “L/C Participant”), and each such L/C Participant shall be deemed irrevocably and unconditionally pay to have purchased and received from the Issuing Lender upon demand at the Issuing Lender’s address for notices specified herein an amount equal to such Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation (each an “L/C Participation”), to the extent of such L/C Participant’s Revolving Credit Facility Commitment Percentage (determined after giving effect to clause (f) below) in each Letter of Credit, each substitute therefor, each drawing made thereunder and the obligations percentage of the Borrower under this Agreement with respect theretoamount of such draft, and or any security therefor or guaranty pertaining thereto; provided that the part thereof, which is not so reimbursed. B. If any amount required to be paid by any Letter of Credit Fees will be paid directly Participant to the Administrative Agent for the ratable account Issuing Lender in respect of the L/C Participants as provided in Section 4.1(b) and the L/C Participants shall have no right to receive any unreimbursed portion of any Fronting Fees; it being understood that (A) payment made by the Issuing Lender under any accrued and unpaid 2016 Letter of Credit Fees to, but is not including, the 2015 May Effective Date, were paid by the Borrower to the Administrative Agent for Issuing Lender within three Business Days after the ratable account of the L/C Participants of Existing Letters of Credit issued under 2016 Revolving Credit Commitments on the 2015 May Effective Datedate such payment is due, (B) 2020 such Letter of Credit Fees payable Participant shall pay to the 2020 Revolving Credit Lenders in their capacity Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal funds rate, as L/C Participants quoted by the Issuing Lender, 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 Existing Letters 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 Letter of Credit deemed issued under 2020 Revolving Participant is not in fact made available to the Issuing Lender by such Letter of Credit Commitments pursuant Participant within three Business Days after the date such payment is due, the Issuing Lender shall be entitled to clause (f) below will begin recover from such Letter of Credit Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to accrue as ABR Loans hereunder. A certificate of the 2015 May Effective Date Issuing Lender submitted to any Letter of Credit Participant with respect to any amounts owing under this subsection shall be conclusive in the absence of manifest error. -16- C. Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit and has received from any Letter of Credit Participant its pro rata share of such payment, the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will distribute to such Letter of Credit Participant its pro rata share thereof, provided, however, that in the event that any such payment received by the Issuing Lender shall be paid directly required to be returned by the Issuing Lender, such Letter of Credit Participant shall return to the Administrative Agent for Issuing Lender the ratable account of portion thereof previously distributed by the L/C Participants as provided in Section 4.1(b) and Issuing Lender to it. (C) the L/C Participants of the Existing Letters of Credit issued under either the 2016 Revolving Credit Commitments or the 2020 Revolving Credit Commitments shall have no right to receive any portion of any Fronting Fees.v)

Letter of Credit Participations. (aPromptly following receipt of a Notice of L/C Disbursement pursuant to Section 2.3(b) Immediately upon and the conversion of such L/C Disbursement into a Loan, each Lender agrees to fund to the L/C Issuer its Commitment Percentage of any Loan deemed made pursuant to the foregoing subsection on the same terms and conditions as if the Borrower had requested such Loan. By the issuance by the of a Letter of Credit Issuer of any Letter of Credit, the (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the L/C Issuer or the Lenders, the L/C Issuer shall be deemed to have sold and transferred granted to each Revolving Credit Lender (each such Revolving Credit Lender, and each Lender shall be deemed to have purchased, a participation in each Letter of Credit (a “Letter of Credit Participation”), in an amount equal to its capacity under this Section 3.3Commitment Percentage of all obligations of the Borrower with respect to such Letter of Credit (including reimbursement obligations, an “Contingent Obligations and accrued and unpaid interest, fees and expenses). In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the L/C ParticipantIssuer, such Lender’s Commitment Percentage of each L/C Disbursement made by the L/C Issuer and not reimbursed by the Borrower (the “Unpaid Reimbursement Obligations”) on the date due as provided in Section 2.3(b), and each or of any reimbursement payment required to be refunded to the Borrower for any reason. If any Lender shall fail to make any payment of such Lender’s Commitment Percentage of any then Unpaid Reimbursement Obligations in accordance with the foregoing sentence, then the Borrower shall immediately, upon demand by the L/C Issuer, Cash Collateralize all then outstanding Letters of Credit. If the Borrower at any time reimburses the L/C Issuer for any L/C Disbursement, then any amounts already funded by a Lender to the L/C Issuer relating to such L/C Participant Disbursement shall be deemed irrevocably and unconditionally to have purchased and received from the Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation (each an “L/C Participation”), to the extent of such L/C Participant’s Revolving Credit Commitment Percentage (determined after giving effect to clause (f) below) in each Letter of Credit, each substitute therefor, each drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto; provided that the Letter of Credit Fees will be paid directly to the Administrative Agent for the ratable account of promptly returned by the L/C Participants as provided in Section 4.1(b) and the L/C Participants shall have no right to receive any portion of any Fronting Fees; it being understood that (A) any accrued and unpaid 2016 Letter of Credit Fees to, but not including, the 2015 May Effective Date, were paid by the Borrower Issuer to the Administrative Agent for the ratable account of the L/C Participants of Existing Letters of Credit issued under 2016 Revolving Credit Commitments on the 2015 May Effective Date, (B) 2020 Letter of Credit Fees payable to the 2020 Revolving Credit Lenders in their capacity as L/C Participants of Existing Letters of Credit deemed issued under 2020 Revolving Credit Commitments pursuant to clause (f) below will begin to accrue as of the 2015 May Effective Date and will be paid directly to the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and (C) the L/C Participants of the Existing Letters of Credit issued under either the 2016 Revolving Credit Commitments applicable Lender or the 2020 Revolving Credit Commitments shall have no right to receive any portion of any Fronting FeesLenders.

Letter of Credit Participations. (a) Immediately upon the issuance by the Letter of Credit Issuer any Issuing Lender of any Letter of Credit, but subject to Section 2C.03 to the Letter extent applicable in the case of Credit Issuer Non-Dollar Denominated Letters of Credit, such Issuing Lender shall be deemed to have sold and transferred to each Revolving Credit CL Lender (each such Revolving Credit LenderLender with respect to any Letter of Credit, in its capacity under this Section 3.32A.04, an “L/C Participant”), and each such L/C Participant shall be deemed irrevocably and unconditionally to have purchased and received from the Letter of Credit Issuersuch Issuing Lender, without recourse or warranty, an undivided interest and participation (each an “L/C Participation”), in a percentage equal to the extent of such L/C Participant’s Revolving Credit Commitment CL Percentage (determined after giving effect to clause (f) below) in each such Letter of Credit, and each substitute therefor, each drawing Drawing made thereunder and the obligations of the Borrower respective Account Party under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto; provided that the Letter of Credit thereto (although CL Facility Fees will shall be paid payable directly to the Administrative Agent for the ratable account of the L/C Participants CL Lenders as provided in Section 4.1(b3.01(a) and the L/C Participants shall have no right to receive any portion of any Fronting Fees; Facing Fees or any administration fees with respect to any such Letters of Credit) and any security therefor or guaranty pertaining thereto. Upon any change in the Credit-Linked Commitments and, as a result thereof, the CL Percentages of the CL Lenders pursuant to Section 1.13 or 13.04, it being understood is hereby agreed that (A) any accrued with respect to all outstanding Letters of Credit and unpaid 2016 Unpaid Drawings relating thereto, there shall be an automatic adjustment to the participations pursuant to this Section 2A.04 to reflect the new CL Percentages of the CL Lenders. With respect to each Letter of Credit Fees tofrom time to time outstanding, but not including, all calculations of the 2015 May Effective Date, were paid percentage participations therein of the various CL Lenders shall be made from time to time by the Borrower Administrative Agent, which calculations shall be conclusive absent manifest error. Furthermore, upon the occurrence of a Sharing Event and as more fully set forth in Section 1.14, additional sub-participations may be required to be granted by the Administrative Agent for the ratable account of the L/C Participants of Existing Letters of Credit issued under 2016 Revolving Credit Commitments on the 2015 May Effective Date, (B) 2020 Letter of Credit Fees payable to the 2020 Revolving Credit various CL Lenders in their capacity as L/C Participants of Existing participations in outstanding Letters of Credit deemed issued under 2020 Revolving Credit Commitments pursuant to clause (f) below will begin to accrue as of the 2015 May Effective Date Credit, in each case in accordance with, and will be paid directly subject to the Administrative Agent for the ratable account of the L/C Participants as provided in provisions of, Section 4.1(b) and (C) the L/C Participants of the Existing Letters of Credit issued under either the 2016 Revolving Credit Commitments or the 2020 Revolving Credit Commitments shall have no right to receive any portion of any Fronting Fees1.14.

Letter of Credit Participations. (a) Immediately upon the issuance by the Letter of Credit Issuer of any Letter of Credit, the Letter of Credit Issuer shall be deemed to have sold and transferred to each Revolving Credit Lender (each such Revolving Credit Lender, in its capacity under this Section 3.33.3(a)(i), an a “L/C Participant”), and each such L/C Participant shall be deemed irrevocably and unconditionally to have purchased and received from the Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation (each an a “L/C Participation”), to the extent of such L/C Participant’s Revolving Credit Commitment Percentage (determined after giving effect to clause (f) below) Percentage, in each Letter of Credit, each substitute therefor, each drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto; provided that the Letter of Credit Fees will be paid directly to the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b4.1(c) and the L/C Participants shall have no right to receive any portion of any Fronting Fees; it being understood that . (Ab) In determining whether to pay under any accrued and unpaid 2016 Letter of Credit, the applicable Letter of Credit Fees toIssuer shall have no obligation other than to confirm that documents have been delivered that appear to comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by the relevant Letter of Credit Issuer under or in connection with any Letter of Credit issued by it, but if taken or omitted in the absence of gross negligence or willful misconduct, shall not includingcreate for such Letter of Credit Issuer any resulting liability. (c) In the event that the Letter of Credit Issuer makes any payment under any Letter of Credit issued by it and the Borrower shall not have repaid such amount in full to the respective Letter of Credit Issuer pursuant to Section 3.4(a), the 2015 May Effective DateLetter of Credit Issuer shall promptly notify the Administrative Agent (who shall notify each L/C Participant) of such failure, were paid by the Borrower and each L/C Participant shall promptly and unconditionally pay to the Administrative Agent for the ratable account of the Letter of Credit Issuer the amount of such L/C Participant’s Revolving Credit Commitment Percentage of the Dollar Equivalent of such unreimbursed payment in Dollars and in immediately available funds; provided, however, that no L/C Participant shall be obligated to pay to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of such unreimbursed amount arising from any wrongful payment made by the Letter of Credit Issuer under any such Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the Letter of Credit Issuer. If the Letter of Credit Issuer so notifies, prior to 11:00 a.m. (New York City time) on any Business Day, any L/C Participant required to fund its L/C Participation in a payment under a Letter of Credit, such L/C Participant shall make available to the Administrative Agent for the account of the Letter of Credit Issuer such L/C Participant’s Revolving Credit Commitment Percentage of the amount of such payment no later than 1:00 p.m. (New York City time) on such Business Day in Dollars and in immediately available funds. If and to the extent such L/C Participant shall not have so made its Revolving Credit Commitment Percentage of the amount of such payment available to the Administrative Agent for the account of the Letter of Credit Issuer, such L/C Participant agrees to pay to the Administrative Agent for the account of the Letter of Credit Issuer, forthwith on demand, such amount, together with interest thereon for each day from such date until the date such amount is paid to the Administrative Agent for the account of the Letter of Credit Issuer at a rate per annum equal to the Overnight Rate from time to time then in effect, plus any administrative, processing or similar fees customarily charged by the Letter of Credit Issuer in connection with the foregoing. The failure of any -82- L/C Participant to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under any Letter of Credit shall not relieve any other L/C Participant of its obligation hereunder to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under such Letter of Credit on the date required, as specified above, but no L/C Participant shall be responsible for the failure of any other L/C Participant to make available to the Administrative Agent such other L/C Participant’s Revolving Credit Commitment Percentage of any such payment except as provided in Section 2.18. (d) Whenever a Letter of Credit Issuer receives a payment in respect of an unpaid reimbursement obligation as to which the Administrative Agent has received for the account of such Letter of Credit Issuer any payments from the L/C Participants pursuant to clause (c) above, such Letter of Credit Issuer shall pay to the Administrative Agent and the Administrative Agent shall promptly pay to each L/C Participant that has paid its Revolving Credit Commitment Percentage of such reimbursement obligation, in the currency in which such payment was received and in immediately available funds, an amount equal to such L/C Participant’s share (based upon the proportionate aggregate amount originally funded by such L/C Participant to the aggregate amount funded by all L/C Participants) of the Dollar Equivalent of the amount so paid in respect of such reimbursement obligation and interest thereon accruing after the receipt by the applicable Letter of Credit Issuer of the payment made pursuant to Section 3.3(c), at the Overnight Rate. (e) (i) The obligations of the L/C Participants of Existing Letters of Credit issued under 2016 Revolving Credit Commitments on the 2015 May Effective Date, (B) 2020 Letter of Credit Fees payable to the 2020 Revolving Credit Lenders in their capacity as L/C Participants of Existing Letters of Credit deemed issued under 2020 Revolving Credit Commitments pursuant to clause (f) below will begin to accrue as of the 2015 May Effective Date and will be paid directly make payments to the Administrative Agent for the ratable account of a Letter of Credit Issuer with respect to Letters of Credit and (ii) the obligation of the Borrower to reimburse the applicable Letter of Credit Issuer for drawings honored under any Letter of Credit issued by it and to repay any payments made by Lenders pursuant to Section 3.3(c), in each case, shall be irrevocable and not subject to counterclaim, set-off or other defense or any other qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including under any of the following circumstances: (i) any lack of validity or enforceability of this Agreement or any of the other Credit Documents; (ii) the existence of any claim, set-off, defense or other right that the Borrower may have at any time against a beneficiary named in a Letter of Credit, any beneficiary or any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, any Letter of Credit Issuer, any Lender or other Person or, in the case of a Lender, against the Borrower, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the Borrower and the beneficiary named in any such Letter of Credit); (iii) any draft, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Credit Documents; (v) the payment by a Letter of Credit Issuer under any Letter of Credit against presentation of a draft or other document which does not substantially comply with the terms of such Letter of Credit; -83- (vi) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of Borrower or any of its Subsidiaries; (vii) any breach hereof or any other Credit Document by any party thereto; (viii) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing; or (ix) the occurrence of any Default or Event of Default; provided, however, that no L/C Participants Participant shall be obligated to pay to the Administrative Agent for the account of a Letter of Credit Issuer its Revolving Credit Commitment Percentage of any unreimbursed amount arising from any wrongful payment made by such Letter of Credit Issuer under any such Letter of Credit as provided in Section 4.1(ba result of acts or omissions constituting willful misconduct or gross negligence on the part of such Letter of Credit Issuer. (f) and (C) Until the Series 2024 Revolving Credit Maturity Date, L/C Participants of the Existing Participations in Letters of Credit issued under either shall be allocated in accordance with the 2016 aggregate Revolving Credit Commitments or the 2020 Revolving Credit Commitments shall have no right to receive any portion of any Fronting Fees.Commitments. 3.4

Letter of Credit Participations. (a) Immediately upon the issuance by the Letter of Credit Issuer any Facing Agent of any Letter of Credit, the Letter of Credit Issuer such Facing Agent shall be deemed to have sold and transferred to each Revolving Credit Lender Lender, other than such Facing Agent (each such Revolving Credit Lender, in its capacity under this Section 3.32.9(e), an “L/C a "LC Participant”"), and each such L/C LC Participant shall be deemed irrevocably and unconditionally to have purchased and received from the Letter of Credit Issuersuch Facing Agent, without recourse or warranty, an undivided interest and participation (each an “L/C Participation”)participation, to the extent of such L/C Participant’s Revolving Credit Commitment Percentage (determined after giving effect to clause (f) below) Lender's Revolver Pro Rata Share, in each such Letter of Credit, each substitute thereforLetter of Credit, each drawing Drawing made thereunder and the obligations of the Borrower Company under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto; provided that the thereto (although Letter of Credit Fees will fees shall be paid payable directly to the Administrative Agent for the ratable account of the L/C Participants LC Participant as provided in Section 4.1(b2.9(g) and the L/C LC Participants shall have no right to receive any portion of the facing fees), and any Fronting Fees; security therefor or guaranty pertaining thereto. Upon any change in the Revolving Commitments of the Revolving Lenders, it being understood is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating to Letters of Credit, there shall be an automatic adjustment pursuant to this Section 2.9(e) to reflect the new Revolver Pro Rata Share of the assignor and assignee Lender or of all Lenders with Revolving Commitments, as the case may be. In determining whether to pay under any Letter of Credit, such Facing Agent shall have no obligation relative to the LC Participants other than to confirm that (A) any accrued and unpaid 2016 documents required to be delivered under such Letter of Credit Fees to, but not including, appear to have been delivered and that they appear to comply on their face with the 2015 May Effective Date, were paid requirements of such Letter of Credit. Any action taken or omitted to be taken by the Borrower to the Administrative any Facing Agent for the ratable account of the L/C Participants of Existing Letters under or in connection with any Letter of Credit issued under 2016 Revolving Credit Commitments on by it if taken or omitted in the 2015 May Effective Dateabsence of gross negligence or willful misconduct as determined by a final and non-appealable judgment rendered by a court of competent jurisdiction, (B) 2020 Letter of Credit Fees payable shall not create for such Facing Agent any resulting liability to the 2020 Revolving Credit Lenders in their capacity as L/C Participants of Existing Letters of Credit deemed issued under 2020 Revolving Credit Commitments pursuant to clause (f) below will begin to accrue as of the 2015 May Effective Date and will be paid directly to the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and (C) the L/C Participants of the Existing Letters of Credit issued under either the 2016 Revolving Credit Commitments Company or the 2020 Revolving Credit Commitments shall have no right to receive any portion of any Fronting FeesLender.

Letter of Credit Participations. (a) Immediately upon the issuance by the a Letter of Credit Issuer of any Letter of Credit (and on the Second Restatement Effective Date, in the case of Existing Letters of Credit), the such Letter of Credit Issuer shall be deemed to have sold and transferred to each Revolving Credit other Lender (each such Revolving Credit other Lender, in its capacity under this Section 3.32.03, an “L/C a "Participant”"), and each such L/C Participant shall be deemed irrevocably and unconditionally to have purchased and received from the such Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation (each an “L/C Participation”each, a "participation"), to the extent of such L/C Participant’s Revolving Credit Commitment 's Adjusted Percentage (determined after with each such purchase by a Lender (other than a Non-Extending Lender) prior to its First Maturity Date to be applied as a utilization of the Short-Term Commitment and Long-Term Commitment of such Lender on a pro rata basis (based upon the relative amounts of the Short-Term Commitment and the Long-Term Commitment of such Lender, in each case as in effect immediately prior to giving effect to clause (f) below) such purchase)), in each such Letter of Credit, each substitute thereforletter of credit, each drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor that remains in effect after the Original Effective Date, or guaranty pertaining thereto; provided that the thereto (although Letter of Credit Fees will be paid directly to the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b3.01(c) and the L/C Participants shall have no right to receive any portion of any Fronting Facing Fees; it being understood that ). Upon any change in the Commitments (Aand the Short-Term Commitments and Long-Term Commitments, if any) any accrued and unpaid 2016 Letter of Credit Fees to, but not includingthe Lenders pursuant to Section 1.15 or 12.04, the 2015 May Effective termination of the Commitment of a Non-Extending Lender on its Final Maturity Date, were paid by the Borrower to the Administrative Agent for the ratable account termination of the L/C Participants Short-Term Commitment of Existing any Lender with such a commitment on its First Maturity Date, the termination of a Commitment of a Non-Continuing Lender or the occurrence of any Lender Default, it is hereby agreed that, with respect to all outstanding Letters of Credit issued under 2016 Revolving Credit Commitments on the 2015 May Effective Dateand Unpaid Drawings, (B) 2020 Letter of Credit Fees payable there shall be an automatic adjustment to the 2020 Revolving Credit Lenders in their capacity as L/C Participants of Existing Letters of Credit deemed issued under 2020 Revolving Credit Commitments participations pursuant to clause (f) below will begin this Section 2.03 to accrue as reflect the new Adjusted Percentages of the 2015 May Effective Date assignor and will be paid directly to assignee Lender, of all Lenders, all Continuing Lenders or all Non-Defaulting Lenders, as the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and (C) the L/C Participants of the Existing Letters of Credit issued under either the 2016 Revolving Credit Commitments or the 2020 Revolving Credit Commitments shall have no right to receive any portion of any Fronting Feescase may be.

Letter of Credit Participations. (a) Immediately upon the issuance by the a Letter of Credit Issuer of any Letter of Credit (or upon the Second Restatement Effective Date with respect to the Existing Letters of Credit), the such Letter of Credit Issuer shall be deemed to have sold and transferred to each Revolving Bank, other than such Letter of Credit Lender Issuer (each such Revolving Credit LenderBank, in its capacity under this Section 3.32.04, an “L/C a "Participant”"), and each such L/C Participant shall be deemed irrevocably and unconditionally to have purchased and received from the such Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation (each an “L/C Participation”)participation, to the extent of such L/C Participant’s Revolving Credit Commitment Percentage (determined after giving effect to clause (f) below) 's Adjusted Percentage, in each such Letter of Credit, each substitute therefor, each drawing made thereunder and the obligations of the respective Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto; provided that . This Agreement is intended by the parties to effect an immediate purchase by each Participant and sale by the respective Letter of Credit Fees will be paid directly to the Administrative Agent for the ratable account Issuer of the L/C Participants as provided such Participant's Adjusted Percentage of such rights and obligations in Section 4.1(b) and the L/C Participants shall have no right to receive any portion of any Fronting Fees; it being understood that (A) any accrued and unpaid 2016 each Letter of Credit Fees toissued hereunder, but and it is not includingto be construed as a loan or a commitment to make a loan by such Participant to such Letter of Credit Issuer, and the relationship between such Participant and such Letter of Credit Issuer shall not be a debtor-creditor relationship. Each Participant hereby absolutely and unconditionally assumes and agrees to pay and discharge when due, ratably in accordance with its Adjusted Percentage, the 2015 May Effective Date, were paid by obligations of each Letter of Credit Issuer under the Borrower to the Administrative Agent for the ratable account of the L/C Participants of Existing Letters of Credit issued under 2016 Revolving Credit Commitments on the 2015 May Effective Dateby it, (B) 2020 by paying to such Letter of Credit Fees payable Issuer in accordance with and to the 2020 extent provided by clause (c) of this Section 2.04, its ratable share of all amounts advanced by such Letter of Credit Issuer in connection with any Letter of Credit issued by it. Upon any change in the Revolving Credit Lenders in their capacity Loan Commitments or Adjusted Percentages of the Banks pursuant to Section 1.13 or 13.04 or as L/C Participants a result of Existing a Bank Default, it is hereby agreed that, with respect to all outstanding Letters of Credit deemed issued under 2020 Revolving Credit Commitments and Unpaid Drawings, there shall be an automatic adjustment to the participations pursuant to clause (f) below will begin this Section 2.04 to accrue as reflect the new Adjusted Percentages of the 2015 May Effective Date assignor and will be paid directly to assignee Bank or of all Banks, as the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and (C) the L/C Participants of the Existing Letters of Credit issued under either the 2016 Revolving Credit Commitments or the 2020 Revolving Credit Commitments shall have no right to receive any portion of any Fronting Feescase may be.

Letter of Credit Participations. (a) Immediately upon the issuance by the Letter of Credit Issuer of any Letter of Credit, the Letter of Credit Issuer shall be deemed to have sold and transferred to each other Revolving Credit Lender (each such Revolving Credit Lender, in its capacity under this Section 3.33.3(a), an a “L/C Letter of Credit Participant”), and each such L/C Letter of Credit Participant shall be deemed irrevocably and unconditionally to have purchased and received from the Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation (each an each, a “L/C Letter of Credit Participation”), to the extent of such L/C Letter of Credit Participant’s Revolving Credit Commitment Percentage (determined after giving effect to clause (f) below) Percentage, in each such Letter of Credit, each substitute thereforletter of credit, each drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto; provided that the thereto (although Letter of Credit Fees will be paid directly to the Administrative Agent for the ratable account of the L/C Letter of Credit Participants as provided in Section 4.1(b4.1(c) and the L/C Letter of Credit Participants shall have no right to receive any portion of any Fronting Fees; it being understood that (A) any accrued and unpaid 2016 Letter of Credit Fees to, but not including, the 2015 May Effective Date, were fees paid by the Borrower to the Administrative Agent for the ratable account of the L/C Letter of Credit Issuer in respect of each Letter of Credit issued hereunder). (b) In determining whether to pay under any Letter of Credit, the applicable Letter of Credit Issuer shall have no obligation relative to the applicable Letter of Credit Participants other than to confirm to the Administrative Agent that any documents required to be delivered under such Letter of Existing Credit have been delivered and that they appear to comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by the applicable Letter of Credit Issuer under or in connection with any Letter of Credit issued by it, if taken or omitted in the absence of gross negligence or willful misconduct, as determined in a final non-appealable judgment of a court of competent jurisdiction, shall not create for such Letter of Credit Issuer any resulting liability. (c) Whenever the Administrative Agent receives a payment in respect of an unpaid reimbursement obligation for the account of a Letter of Credit Issuer from the Borrower, the Administrative Agent shall promptly pay to each applicable Letter of Credit Participant that has paid its Revolving Credit Commitment Percentage of such reimbursement obligation, in Dollars (or, in respect of Letters of Credit issued under 2016 Revolving Credit Commitments on the 2015 May Effective Datedenominated in an Alternative Currency, (Bsuch Alternative Currency) 2020 and in immediately available funds, an amount equal to such Letter of Credit Fees payable Participant’s share (based upon the proportionate aggregate amount originally funded or deposited by such Letter of Credit Participant to the 2020 Revolving Credit Lenders in their capacity as L/C Participants of Existing Letters aggregate amount funded or deposited by all Letter of Credit deemed issued under 2020 Revolving Credit Commitments pursuant to clause (fParticipants) below will begin to accrue as of the 2015 May Effective Date principal amount of such reimbursement obligation and will be interest thereon accruing after the purchase of the respective Letter of Credit Participations; provided that the amount paid directly to any Letter of Credit Participant shall not exceed the amount funded or deposited by such Letter of Credit Participant. (d) The obligations of the Letter of Credit Participants to purchase Letter of Credit Participations from the applicable Letter of Credit Issuer and make payments to the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and (C) the L/C Participants applicable Letter of the Existing Credit Issuer with respect to Letters of Credit issued shall be irrevocable and not subject to counterclaim, set-off or other defense or any other qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under either all circumstances, including under any of the 2016 Revolving following circumstances: (i) any lack of validity or enforceability of this Agreement or any of the other Credit Commitments or Documents; (ii) the 2020 Revolving Credit Commitments shall have no right to receive any portion existence of any Fronting Fees.claim, set-off, defense or other right that the Borrower may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any -139- #96562806v11

Letter of Credit Participations. (a) Immediately upon the issuance by the Letter of Credit Issuer Issuing Lender of any Standby Letter of Credit, the Letter of Credit Issuer Issuing Lender shall be deemed to have sold and transferred to each Revolving Credit Lender (each such Revolving Credit other than the Issuing Lender, in its capacity under this Section 3.3, an “L/C Participant”), and each such L/C Participant Lender shall be deemed irrevocably and unconditionally to have purchased and received from the Letter of Credit IssuerIssuing Lender, without recourse or warranty, an undivided interest and participation (each an “L/C Participation”)participation, in proportion to the extent of such L/C Participant’s Revolving Credit Commitment Percentage (determined after giving effect to clause (f) below) Lender's Pro Rata Share, in each such Standby Letter of Credit, each substitute therefor, each drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto; provided collateral therefor. Upon any change in a Lender's Pro Rata Share of the Revolving Loan Commitment, it is hereby agreed that with respect to all outstanding Standby Letters of Credit, there shall be an automatic adjustment to the participations pursuant to this Section 2.3(d) to reflect the new Pro Rata Share of the Revolving Loan Commitment of the assigning and assignee Lenders. In determining whether to pay under any Standby Letter of Credit, the Issuing Lender shall have no obligation relative to the Lenders other than to confirm that any documents required to be delivered under such Standby Letter of Credit Fees will appear to have been delivered and that they appear to comply on their face with the requirements of such Standby Letter of Credit. Any action taken or omitted to be paid directly to taken by the Administrative Agent Issuing Lender under or in connection with any Standby Letter of Credit, if taken or omitted in the absence of gross negligence or willful misconduct, shall not create for the ratable account of Issuing Lender any resulting liability to any Lender. Upon the L/C Participants as provided in Section 4.1(b) and the L/C Participants shall have no right to receive any portion request of any Fronting Fees; it being understood that (A) Lender, the Issuing Lender shall furnish to such Lender copies of any accrued and unpaid 2016 Standby Letter of Credit Fees to, but not includingto which the Issuing Lender is party and such other documentation relating to such Standby Letter of Credit as may reasonably be requested by such Lender. As between the Borrower on the one hand and the Issuing Lender and the Lenders on the other hand, the 2015 May Effective Date, were paid by the Borrower to the Administrative Agent for the ratable account assumes all risks of the L/C Participants of Existing acts and omissions of, or misuse of, the Standby Letters of Credit issued under 2016 Revolving Credit Commitments on by the 2015 May Effective Date, (B) 2020 Letter respective beneficiaries of Credit Fees payable to the 2020 Revolving Credit Lenders in their capacity as L/C Participants of Existing such Standby Letters of Credit deemed issued under 2020 Revolving Credit Commitments pursuant to clause (f) below will begin to accrue as Credit. Without limiting the generality of the 2015 May Effective Date and will foregoing, neither the Issuing Lender nor any other Lender shall be paid directly to responsible (except in the Administrative Agent case of its gross negligence or willful misconduct) for the ratable account of the L/C Participants as provided in Section 4.1(b) and (C) the L/C Participants of the Existing Letters of Credit issued under either the 2016 Revolving Credit Commitments or the 2020 Revolving Credit Commitments shall have no right to receive any portion of any Fronting Fees.following:

Letter of Credit Participations. (a) Immediately upon the issuance by the Letter of Credit Issuer of any Letter of Credit (and on the Closing Date, with respect to all Existing Letters of Credit), the Letter of Credit Issuer shall be deemed to have sold and transferred to each other Lender that has a Revolving Credit Lender Commitment (each such Revolving Credit other Lender, in its capacity under this Section 3.3, an “L/C Participant”), and each such L/C Participant shall be deemed irrevocably and unconditionally to have purchased and received from the Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation (each an “L/C Participation”), to the extent of such L/C Participant’s Revolving Credit Commitment Percentage (determined after giving effect to clause (f) below) Percentage, in each such Letter of Credit, each substitute therefor, each drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto; provided . Subject to Section 5.2(b), in the event that the Letter there are Letters of Credit Fees will be paid directly outstanding on (i) the Non-Extended Revolving Credit Maturity Date or (ii) an earlier date that is a Business Day specified in a written notice to the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and the L/C Participants shall have no right to receive any portion of any Fronting Fees; it being understood that (A) any accrued and unpaid 2016 Letter of Credit Fees to, but not including, the 2015 May Effective Date, were paid by the Borrower on at least three Business Days prior written notice (solely to the Administrative Agent for extent (x) the ratable account of the L/C Participants of Existing Letters of Non-Extended Revolving Credit issued under 2016 Loans are being repaid in full on such date, (y) all Non-Extended Revolving Credit Commitments have been terminated on or prior to such date and (z) the 2015 May Effective Date, (B) 2020 Letter of Credit Fees payable to the 2020 Aggregate Revolving Credit Lenders in their capacity as L/C Participants Outstandings would not exceed 100% of Existing Letters of Credit deemed issued under 2020 the Total Revolving Credit Commitments pursuant Commitment as then in effect immediately after giving effect to clause such repayment and termination and the reallocation contemplated in this sentence) (f) below will begin to accrue as of the 2015 May Effective Date and will be paid directly to the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and (C) the L/C Participants of the Existing Letters of Credit issued under either the 2016 Revolving Credit Commitments or the 2020 Revolving Credit Commitments shall have no right to receive any portion of any Fronting Fees.such date, the

Letter of Credit Participations. (a) Immediately upon the issuance by the Letter of Credit Issuer any Issuing Lender of any Letter of Credit, the Letter of Credit Issuer such Issuing Lender shall be deemed to have sold and transferred to each Revolving Credit Multicurrency Facility RL Lender (each such Revolving Credit LenderLender with respect to any Letter of Credit, in its capacity under this Section 3.32.04, an “a "L/C Participant”"), and each such L/C Participant shall be deemed irrevocably and unconditionally to have purchased and received from the Letter of Credit Issuersuch Issuing Lender, without recourse or warranty, an undivided interest and participation (each an “L/C Participation”)participation, in a percentage equal to the extent of such L/C Participant’s Revolving Credit Commitment Percentage (determined after giving effect to clause (f) below) 's Multicurrency Facility RL Percentage, in each such Letter of Credit, each substitute therefor, each drawing Drawing made thereunder and the obligations of the respective Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto; provided that the thereto (although Letter of Credit Fees will shall be paid payable directly to the Administrative Agent for the ratable account of the L/C Participants Multicurrency Facility RL Lenders, as provided in Section 4.1(b3.01(b) and the L/C Participants shall have no right to receive any portion of any Fronting Fees; Facing Fees with respect to any such Letters of Credit) and any security therefor or guaranty pertaining thereto. Upon any change in the Multicurrency Facility Revolving Loan Commitments and, as a result thereof the Multicurrency Facility RL Percentages, of the Multicurrency Facility RL Lenders pursuant to Section 1.13 or 13.04, it being understood that (A) any accrued is hereby agreed that, with respect to all outstanding Letters of Credit and unpaid 2016 Unpaid Drawings relating thereto, there shall be an automatic adjustment to the participations pursuant to this Section 2.04 to reflect the new Multicurrency Facility RL Percentages of the Multicurrency Facility RL Lenders. With respect to each Letter of Credit Fees to, but not includingfrom time to time outstanding, the 2015 May Effective Date, were paid by percentage participations therein of the Borrower to various Multicurrency Facility RL Lenders calculated as provided above in this Section 2.04(a) are herein called the Administrative Agent for "L/C Participation Percentages" of the ratable account various Multicurrency Facility RL Lenders in such Letters of Credit. All calculations of the L/C Participants Participation Percentages shall be made from time to time by the Administrative Agent, which calculations shall be conclusive absent manifest error. Furthermore, upon the occurrence of Existing Letters of Credit issued under 2016 Revolving Credit Commitments on a Sharing Event and as more fully set forth in Section 1.14, additional sub-participations may be required to be granted by the 2015 May Effective Date, (B) 2020 Letter of Credit Fees payable to the 2020 Revolving Credit various Multicurrency Facility RL Lenders in their capacity as L/C Participants of Existing participations in outstanding Letters of Credit deemed issued under 2020 Revolving Credit Commitments pursuant to clause (f) below will begin to accrue as of the 2015 May Effective Date Credit, in each case in accordance with, and will be paid directly subject to the Administrative Agent for the ratable account of the L/C Participants as provided in provisions of, Section 4.1(b) and (C) the L/C Participants of the Existing Letters of Credit issued under either the 2016 Revolving Credit Commitments or the 2020 Revolving Credit Commitments shall have no right to receive any portion of any Fronting Fees1.14.

Letter of Credit Participations. (a) Immediately upon the issuance by the a Letter of Credit Issuer of any Letter of Credit, the such Letter of Credit Issuer shall be deemed to have sold and transferred to each Revolving Credit other Lender (each such Revolving Credit other Lender, in its capacity under this Section 3.32.03, an “L/C a "Participant”"), and each such L/C Participant shall be deemed irrevocably and unconditionally to have purchased and received from the such Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation (each an “L/C Participation”each, a "participation"), to the extent of such L/C Participant’s Revolving Credit Commitment 's Adjusted Percentage (determined after with each such purchase by a Lender (other than a Non-Extending Lender) to applied as a utilization of the Short-Term Commitment and Long-Term Commitment of such Lender on a pro rata basis (based upon the relative amounts of the Short-Term Commitment and the Long-Term Commitment of such Lender, in each case as in effect immediately before giving effect to clause (f) below) such purchase)), in each such Letter of Credit, each substitute thereforletter of credit, each drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor that remains in effect after the Original Effective Date, or guaranty pertaining thereto; provided that the thereto (although Letter of Credit Fees will be paid directly to the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b3.01(c) and the L/C Participants shall have no right to receive any portion of any Fronting Facing Fees; it being understood that ). Upon any change in the Commitments (Aand the Short-Term Commitments and Long-Term Commitments, if any) any accrued and unpaid 2016 Letter of Credit Fees to, but not includingthe Lenders pursuant to Section 1.15 or 12.04, the 2015 May Effective Datetermination of a Commitment of a Non-Continuing Lender or the occurrence of any Lender Default, were paid by the Borrower it is hereby agreed that, with respect to the Administrative Agent for the ratable account of the L/C Participants of Existing all outstanding Letters of Credit issued under 2016 Revolving Credit Commitments on the 2015 May Effective Dateand Unpaid Drawings, (B) 2020 Letter of Credit Fees payable there shall be an automatic adjustment to the 2020 Revolving Credit Lenders in their capacity as L/C Participants of Existing Letters of Credit deemed issued under 2020 Revolving Credit Commitments participations pursuant to clause (f) below will begin this Section 2.03 to accrue as reflect the new Adjusted Percentages of the 2015 May Effective Date assignor and will be paid directly to assignee Lender, of all Continuing Lenders or of all Non-Defaulting Lenders, as the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and (C) the L/C Participants of the Existing Letters of Credit issued under either the 2016 Revolving Credit Commitments or the 2020 Revolving Credit Commitments shall have no right to receive any portion of any Fronting Feescase may be.

Letter of Credit Participations. (a) Immediately upon the issuance by the Letter Each Fronting Lender irrevocably grants, and, in order to induce each Fronting Lender to issue any Fronted Letters of Credit Issuer of any Letter of Credithereunder, each Lender irrevocably accepts and hereby purchases from such Fronting Lender on the Letter of Credit Issuer shall be deemed to have sold terms and transferred to each Revolving Credit Lender (each such Revolving Credit Lenderconditions hereinafter stated, in for its capacity under this Section 3.3, an “L/C Participant”), own account and each such L/C Participant shall be deemed irrevocably and unconditionally to have purchased and received from the Letter of Credit Issuer, without recourse or warrantyrisk, an undivided interest and participation (each an “L/C Participation”), equal to the extent Lender's Proportion of such L/C Participant’s Revolving Credit Commitment Percentage (determined after giving effect to clause (f) belowLender) in such Fronting Lender's obligations and rights under each Letter of Credit, each substitute therefor, each drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto; provided that the Fronted Letter of Credit Fees issued by such Fronting Lender pursuant to this Section 3.8 and the amount of each draft paid by such Fronting Lender thereunder. Each Lender unconditionally and irrevocably agrees with each Fronting Lender that, on or before the close of business of such Fronting Lender on each day on which a draft is paid under a Fronted Letter of Credit for which such Fronting Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, including, without limitation, pursuant to Section 3.8(j) (a "Participation Date"), such Lender will be paid directly pay to the Administrative Agent for the ratable account of such Fronting Lender at the L/C Participants Agent's Branch of Account the Lender's Proportion of such Lender of any such unpaid amount. Each Fronting Lender shall notify the Agent who shall notify each Lender of the occurrence of a Participation Date and the amount payable by such Lender to the Agent based on the Lender's Proportion of such Lender. Any such notice may be oral if promptly confirmed in writing (including telecopy or electronic mail). If any Lender fails to make any such payment on the day on which such Lender receives notice as provided in Section 4.1(b) and above, then interest shall accrue on such Lender's obligation to make such payment during the L/C Participants shall have no right period from such day to receive any portion of any Fronting Fees; it being understood that the day such Lender makes such payment (A) any accrued and unpaid 2016 Letter of Credit Fees toor, but not includingif earlier, the 2015 May Effective Datedate on which the Borrower reimburses the applicable Fronting Lender as required pursuant to Section 3.8(j)), were paid at a rate determined by the Borrower Agent (such rate to the Administrative Agent for the ratable account of the L/C Participants of Existing Letters of Credit issued under 2016 Revolving Credit Commitments be conclusive and binding on the 2015 May Effective Date, (B) 2020 Letter of Credit Fees payable to the 2020 Revolving Credit Lenders in their capacity as L/C Participants of Existing Letters of Credit deemed issued under 2020 Revolving Credit Commitments pursuant to clause (f) below will begin to accrue as of the 2015 May Effective Date and will be paid directly to the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and (C) the L/C Participants of the Existing Letters of Credit issued under either the 2016 Revolving Credit Commitments such Lender or the 2020 Revolving Credit Commitments shall have no right Borrower as the case may be) in accordance with the Agent's usual banking practice for similar advances to receive any portion financial institutions of any Fronting Feeslike standing to such Lender.

Letter of Credit Participations. (a) Immediately upon the issuance by the Letter of Credit Issuer any Issuing Lender of any Letter of Credit, the Letter of Credit Issuer such Issuing Lender shall be deemed to have sold and transferred to (i) each Multicurrency Revolving Lender with respect to each Multicurrency Letter of Credit and (ii) each Dollar Revolving Lender with respect to each Dollar Letter of Credit, in each case, other than such Issuing Lender (each such Revolving Credit Lender, in its capacity under this Section 3.32.10(e), an “L/C LC Participant”), and each such L/C LC Participant shall be deemed irrevocably and unconditionally to have purchased and received from the Letter of Credit Issuersuch Issuing Lender, without recourse or warranty, an undivided interest and participation (each an “L/C Participation”)participation, to the extent of such L/C ParticipantRevolving Lender’s Revolving Credit Commitment Percentage Multicurrency Revolver Pro Rata Share (determined after giving effect with respect to clause Multicurrency Letters of Credit) and such Dollar Revolver Lender’s Dollar Revolver Pro Rata Share (f) below) with respect to Dollar Letters of Credit), as the case may be, in each such Letter of Credit, each substitute thereforLetter of Credit, each drawing Drawing made thereunder and the obligations of the Borrower Borrowers under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto; provided that the thereto (although Letter of Credit Fees will fees shall be paid payable directly to the Administrative Agent for the ratable account of the L/C Participants LC Participant as provided in Section 4.1(b2.10(g) and the L/C LC Participants shall have no right to receive any portion of the issuing fees), and any Fronting Fees; security therefor or guaranty pertaining thereto. Upon any change in the Multicurrency Revolving Commitments of the Multicurrency Revolving Lenders or the Dollar Revolving Commitments of the Dollar Revolving Lenders, it being understood is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating to Letters of Credit, there shall be an automatic adjustment pursuant to this Section 2.10(e) to reflect the new Multicurrency Revolver Pro Rata Share or Dollar Revolver Pro Rata Share, as the case may be, of the assignor and assignee Lender or of all Lenders with Multicurrency Revolving Commitments or Dollar Revolving Commitments, as the case may be. In determining whether to pay under any Letter of Credit, such Issuing Lender shall have no obligation relative to the LC Participants other than to confirm that (A) any accrued and unpaid 2016 documents required to be delivered under such Letter of Credit Fees to, but not including, appear to have been delivered and that they appear to comply on their face with the 2015 May Effective Date, were paid requirements of such Letter of Credit. Any action taken or omitted to be taken by the Borrower to the Administrative Agent for the ratable account of the L/C Participants of Existing Letters any Issuing Lender under or in connection with any Letter of Credit issued under 2016 Revolving Credit Commitments on by it if taken or omitted in the 2015 May Effective Dateabsence of gross negligence or willful misconduct as determined by a final and non-appealable judgment rendered by a court of competent jurisdiction, (B) 2020 Letter of Credit Fees payable shall not create for such Issuing Lender any resulting liability to the 2020 Revolving Credit Lenders in their capacity as L/C Participants of Existing Letters of Credit deemed issued under 2020 Revolving Credit Commitments pursuant to clause (f) below will begin to accrue as of the 2015 May Effective Date and will be paid directly to the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and (C) the L/C Participants of the Existing Letters of Credit issued under either the 2016 Revolving Credit Commitments any Loan Party or the 2020 Revolving Credit Commitments shall have no right to receive any portion of any Fronting FeesLender.

Letter of Credit Participations. (a) Immediately upon the issuance by the any Letter of Credit Issuer of any Letter of Credit, the such Letter of Credit Issuer shall be deemed to have sold and transferred to each Revolving Credit Lender (each such Revolving Credit Lender, in its capacity under this Section 3.3, an “L/C Participant”)other Bank, and each such L/C Participant Bank (each a "PARTICIPANT") shall be deemed irrevocably and unconditionally to have purchased and received from the such Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation (each an “L/C Participation”)participation, to the extent of such L/C Participant’s Revolving Credit Commitment Percentage (determined after giving effect to clause (f) below) Bank's Adjusted Percentage, in each such Letter of Credit, each substitute thereforletter of credit, each drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto; provided that thereto (although the Letter of Credit Fees will Fee shall be paid payable directly to the Administrative Agent for the ratable account of the L/C Participants Banks as provided in Section 4.1(b3.01(b) and the L/C Participants shall have no right to receive any portion of any Fronting Facing Fees; ) and any security therefor or guaranty pertaining thereto. Upon any change in the Commitments or Adjusted Percentages of the Banks pursuant to Section 12.04(b) or upon a Bank Default, it being understood that is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings, there shall be an automatic adjustment to the participations pursuant to this Section 2.05 to reflect the new Adjusted Percentages of the assigning and assignee Bank or of all Banks, as the case may be. (Ab) In determining whether to pay under any accrued and unpaid 2016 Letter of Credit, the respective Letter of Credit Fees toIssuer shall not have any obligation relative to the Participants other than to determine that any documents required to be delivered under such Letter of Credit have been delivered and that they substantially comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any Letter of Credit Issuer under or in connection with any Letter of Credit, but if taken or omitted in the absence of gross negligence or willful misconduct as determined by a court of competent jurisdiction, shall not includingcreate for such Letter of Credit Issuer any resulting liability to the Participants. (c) In the event that the respective Letter of Credit Issuer makes any payment under any Letter of Credit and Borrower shall not have reimbursed such amount in full to such Letter of Credit Issuer pursuant to Section 2.04(a), such Letter of Credit Issuer shall promptly notify the 2015 May Effective DateAdministrative Agent, were paid by and the Borrower Administrative Agent shall promptly notify each Participant of such failure, and each Participant shall promptly and unconditionally pay to the Administrative Agent for the ratable account of the L/C Participants of Existing Letters of Credit issued under 2016 Revolving Credit Commitments on the 2015 May Effective Date, (B) 2020 such Letter of Credit Fees payable Issuer, the amount of such Participant's Adjusted Percentage of such payment in Dollars and in same day funds; PROVIDED, HOWEVER, that no Participant shall be obligated to pay to the 2020 Revolving Credit Lenders in their capacity as L/C Participants Administrative Agent its Adjusted Percentage of Existing Letters such unreimbursed amount for any wrongful payment made by such Letter of Credit deemed issued Issuer under 2020 Revolving a Letter of Credit Commitments pursuant as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Letter of Credit Issuer. If the Administrative Agent so notifies any Participant required to clause fund an Unpaid Drawing under a Letter of Credit prior to 12:00 Noon (fNew York time) below will begin to accrue as of the 2015 May Effective Date and will be paid directly on any Business Day, such Participant shall make available to the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and (C) the L/C Participants respective Letter of Credit Issuer such Participant's Adjusted Percentage of the Existing amount of such payment on such Business Day in same day funds. If and to the extent such Participant shall not have so made its Adjusted Percentage of the amount of such Unpaid Drawing available to the Administrative Agent for the account of such Letter of Credit Issuer, such Participant agrees to pay to the Administrative Agent for the account of such Letter of Credit Issuer, forthwith on demand such amount, together with interest thereon, for each day from such date until the date such amount is paid to the Administrative Agent for the account of such Letter of Credit Issuer at the overnight Federal Funds Effective Rate. The failure of any Participant to make available to the Administrative Agent for the account of the respective Letter of Credit Issuer its Adjusted Percentage of any Unpaid Drawing under any Letter of Credit shall not relieve any other Participant of its obligation hereunder to make available to the Administrative Agent for the account of such respective Letter of Credit Issuer its Adjusted Percentage of any payment under any Letter of Credit on the date required, as specified above, but no Participant shall be responsible for the failure of any other Participant to make available to the Administrative Agent for the account of such Letter of Credit Issuer such other Participant's Adjusted Percentage of any such payment. (d) Whenever the respective Letter of Credit Issuer receives a payment of a reimbursement obligation as to which the Administrative Agent has received for the account of such Letter of Credit Issuer any payments from the Participants pursuant to clause (c) above, such Letter of Credit Issuer shall pay to the Administrative Agent and the Administrative Agent shall promptly pay to each Participant which has paid its Adjusted Percentage thereof, in Dollars and in same day funds, an amount equal to such Participant's Adjusted Percentage of the principal amount thereof and interest thereon accruing at the overnight Federal Funds Effective Rate after the purchase of the respective participations. (e) The obligations of the Participants to make payments to the Administrative Agent for the account of the respective Letter of Credit Issuer with respect to Letters of Credit issued shall be irrevocable and not subject to counterclaim, set-off or other defense or any other qualification or exception whatsoever (PROVIDED, HOWEVER, that no Participant shall be required to make payments resulting from such Letter of Credit Issuer's gross negligence or willful misconduct) and shall be made in accordance with the terms and conditions of this Agreement under either all circumstances, including, without limitation, any of the 2016 Revolving following circumstances: (i) any lack of validity or enforceability of this Agreement or any of the other Credit Commitments or Documents; (ii) the 2020 Revolving Credit Commitments shall have no right to receive any portion existence of any Fronting Fees.claim, set-off, defense or other right which Borrower may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the respective Letter of Credit Issuer, any Bank or other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between Borrower and the beneficiary named in any such Letter of Credit); (iii) any draft, certificate or other document presented under the Letter of Credit proving to be forged, fraudulent, or invalid in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Credit Documents; or (v) the occurrence of any Default or Event of Default. 2.06

Letter of Credit Participations. (a) Immediately upon the issuance by the Letter of Credit Issuer of any Letter of Credit, the Letter of Credit Issuer shall be deemed to have sold and transferred to each Revolving Credit Lender (each such Revolving Credit Lender, in its capacity under this Section 3.3, an “L/C Participant”), and each such L/C Participant shall be deemed irrevocably and unconditionally to have purchased and received from the Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation (each an “L/C Participation”), to the extent of such L/C Participant’s Revolving Credit Commitment Percentage (determined after giving effect to clause (f) below) in each Letter of Credit, each substitute therefor, each drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto; provided that the Letter of Credit Fees will be paid directly to the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and the L/C Participants shall have no right to receive any portion of any Fronting Fees; it being understood that (A) any accrued and unpaid 2016 Letter of Credit Fees to, but not including, the 2015 May Effective Date, were paid by the Borrower to the Administrative Agent for the ratable account of the L/C Participants of Existing Letters of Credit issued under 2016 Revolving Credit Commitments on the 2015 May Effective Date, (B) 2020 Letter of Credit Fees payable to the 2020 Revolving Credit Lenders in their capacity as L/C Participants of Existing Letters of Credit deemed issued under 2020 Revolving Credit Commitments pursuant to clause (f) below will begin to accrue as of the 2015 May Effective Date and will be paid directly to the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and (C) the L/C Participants of the Existing Letters of Credit issued under either the 2016 Revolving Credit Commitments or the 2020 Revolving Credit Commitments shall have no right to receive any portion of any Fronting Fees.. 110

Letter of Credit Participations. (a) Immediately upon the issuance by the a Letter of Credit Issuer of any Letter of Credit, the such Letter of Credit Issuer shall be deemed to have sold and transferred to each Revolving Credit other RL Lender or PF Lender, as the case may be, and each such RL Lender or PF Lender (each such Revolving Credit Lender, in its capacity under this Section 3.32.03, an a “L/C Participant”), and each such L/C Participant ) shall be deemed irrevocably and unconditionally to have purchased and received from the such Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation (each an “L/C Participation”)participation, to the extent of such L/C Participant’s Revolving Credit Commitment Adjusted RL Percentage (determined after giving effect to clause (f) below) or PF Percentage, as the case may be, in each such Letter of Credit, each substitute thereforLetter of Credit, each drawing made thereunder (each, a “Drawing”) and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto; provided that the thereto (although WC Letter of Credit Fees will shall be paid payable directly to the Administrative Agent for the ratable account of the L/C Participants RL Lenders as provided in Section 4.1(b3.01(c), the PF Facility Fee and the interest referred to in Section 2.04(b)(ii) shall be payable directly to the Administrative Agent for the account of the PF Lenders as provided in Sections 3.01(d) and 2.04(b)(ii), respectively, and the L/C Participants shall have no right to receive any portion of any Fronting Fees; it being understood that (AFacing Fees or any administrative fees referred to in Section 3.01(f)) any accrued and unpaid 2016 Letter of Credit Fees to, but not including, the 2015 May Effective Date, were paid by the Borrower with respect to the Administrative Agent for the ratable account of the L/C Participants of Existing such Letters of Credit issued under 2016 and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Credit Loan Commitments on or the 2015 May Effective Date, (B) 2020 Adjusted RL Percentages of the RL Lenders or the PF Letter of Credit Fees payable to the 2020 Revolving Credit Lenders in their capacity as L/C Participants of Existing Letters of Credit deemed issued under 2020 Revolving Credit Commitments pursuant to clause (f) below will begin to accrue as of the 2015 May Effective Date and will be paid directly to the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and (C) the L/C Participants of the Existing Letters of Credit issued under either the 2016 Revolving Credit Commitments or the 2020 Revolving PF Percentages of the PF Lenders, in each case pursuant to Section 1.13 or 13.04(b) or as a result of a Lender Default, it is hereby agreed that, with respect to all outstanding Letters of Credit Commitments and Unpaid Drawings with respect thereto, there shall have no right be an automatic adjustment to receive any portion the participations pursuant to this Section 2.03 to reflect the new Adjusted RL Percentages or PF Percentages of any Fronting Feesthe assignor and assignee RL Lender or PF Lender, as the case may be.

Letter of Credit Participations. (ai) Immediately upon the issuance by the Letter of Credit Issuer any Facing Agent of any Letter of CreditCredit under any Revolving Facility, the Letter of Credit Issuer such Facing Agent shall be deemed to have sold and transferred to each Multicurrency Revolving Credit Lender under such Revolving Facility, other than such Facing Agent (each such Revolving Credit Lender, in its capacity under this Section 3.32.10(e), an a “L/C LC Participant”), and each such L/C LC Participant under such Revolving Facility shall be deemed irrevocably and unconditionally to have purchased and received from the Letter of Credit Issuersuch Facing Agent, without recourse or warranty, an undivided interest and participation (each an “L/C Participation”)participation, to the extent of such L/C ParticipantMulticurrency Revolving Lender’s Multicurrency Revolver Pro Rata Share (in the case of a Letter of Credit issued under the Multicurrency Revolving Facility) or USD Revolver Pro Rata Share (in the case of a Letter of Credit Commitment Percentage (determined after giving effect to clause (f) below) issued under the USD Revolving Facility), in each such Letter of Credit, each substitute therefor, each drawing Drawing made thereunder and the obligations of the applicable Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto; provided that the thereto (although Letter of Credit Fees will fees under any Revolving Facility shall be paid payable directly to the Administrative Agent for the ratable account of the L/C Participants LC Participant under such Revolving Facility as provided in Section 4.1(b2.10(g) and the L/C LC Participants shall have no right to receive any portion of the facing fees), and any Fronting Fees; security therefor or guaranty pertaining thereto. UponWith respect to each Revolving Facility, upon any change in the Multicurrency Revolving Commitments of the Multicurrency Revolving Lenders under such Revolving Facility, it being understood that (A) any accrued and unpaid 2016 Letter is hereby agreed that, with respect to all outstanding Letters of Credit Fees to, but not including, the 2015 May Effective Date, were paid by the Borrower under such Revolving Facility and Unpaid Drawings relating to the Administrative Agent for the ratable account of the L/C Participants of Existing Letters of Credit issued under 2016 such Revolving Credit Commitments on the 2015 May Effective DateFacility, (B) 2020 Letter of Credit Fees payable to the 2020 Revolving Credit Lenders in their capacity as L/C Participants of Existing Letters of Credit deemed issued under 2020 Revolving Credit Commitments there shall be an automatic adjustment pursuant to clause this Section 2.10(e) to reflect the new Multicurrency Revolver Pro Rata Share (f) below will begin to accrue as in the case of the 2015 May Effective Date and will be paid directly to the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and (C) the L/C Participants of the Existing Letters a Letter of Credit issued under either the 2016 Multicurrency Revolving Facility) or USD Revolver Pro Rata Share (in the case of a Letter of Credit issued under the USD Revolving Facility) of the assignor and assignee Lender or of all Lenders with Multicurrency Revolving Commitments or under such Revolving Facility, as the 2020 Revolving Credit Commitments shall have no right to receive any portion of any Fronting Feescase may be.

Letter of Credit Participations. (a) Immediately upon the issuance by the Letter of Credit Issuer an Issuing Lender of any Letter of Credit, the Letter of Credit Issuer such Issuing Lender shall be deemed to have sold and transferred to each Revolving Credit Lender (each such Revolving Credit Lender, in its capacity under this Section 3.33.04, an a “L/C Participant”), and each such L/C Participant shall be deemed irrevocably and unconditionally to have purchased and received from the Letter of Credit Issuersuch Issuing Lender, without recourse or warranty, an undivided interest and participation (each an “L/C Participation”)participation, to the extent of such L/C Participant’s Revolving Credit Commitment RL Percentage (determined after giving effect to clause (f) below) in each such Letter of Credit, each substitute thereforletter of credit, each drawing made thereunder and the obligations of the respective Revolving Borrower under this Agreement with respect thereto, in the respective Letter of Credit Fees (but not Fronting Fees) payable with respect thereto, and any security therefor or guaranty pertaining thereto; provided . Upon any change in the Revolving Loan Commitments or RL Percentages of the Lenders pursuant to Section 2.13, 2.15, 2.17 or 12.04(b), it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 to reflect the new RL Percentages of the assignor and assignee Lender, as the case may be. (b) In determining whether to pay under any Letter of Credit, no Issuing Lender shall have any obligation relative to the Participants therein other than to confirm that the any documents required to be delivered under such Letter of Credit Fees will appear to have been delivered and that they appear to substantially comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be paid directly taken by an Issuing Lender under or in connection with any Letter of Credit issued by it shall not create for an Issuing Lender any resulting liability to any Revolving Borrower, any other Credit Party, any Participant or any other Lender unless such action is taken or omitted to be taken with gross negligence or willful misconduct on the part of such Issuing Lender (as determined by a court of competent jurisdiction in a final and non-appealable decision). (c) In the event that any Issuing Lender makes any payment under any Letter of Credit issued by it and the respective Revolving Borrower shall not have reimbursed such amount in full to such Issuing Lender pursuant to Section 3.05(a), such Issuing Lender shall promptly notify the Administrative Agent, which shall promptly notify each Participant of such failure, and each Participant shall promptly and unconditionally pay to the Administrative Agent for the ratable account of the L/C Participants as provided respective Issuing Lender, the amount of such Participant’s RL Percentage of such unreimbursed payment in Dollars (or to the extent the respective Unpaid Drawing is, in accordance with Section 4.1(b3.05(a), to be reimbursed by the respective Revolving Borrower in a Primary Alternate Currency, the respective Primary Alternate Currency) and in same day funds. If the L/C Participants shall have no right Administrative Agent so notifies, prior to receive 11:00 A.M. (Local Time) on any portion of Business Day, any Fronting Fees; it being understood that (A) any accrued and unpaid 2016 Participant required to fund a payment under a Letter of Credit Fees toCredit, but not including, the 2015 May Effective Date, were paid by the Borrower such Participant shall make available to the Administrative Agent for the ratable account of the L/C Participants of Existing Letters of Credit issued under 2016 Revolving Credit Commitments on the 2015 May Effective Date, (B) 2020 Letter of Credit Fees payable to the 2020 Revolving Credit Lenders respective Issuing Lender in their capacity as L/C Participants of Existing Letters of Credit deemed issued under 2020 Revolving Credit Commitments pursuant to clause (f) below will begin to accrue as of the 2015 May Effective Date and will be paid directly to the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and (C) the L/C Participants of the Existing Letters of Credit issued under either the 2016 Revolving Credit Commitments or the 2020 Revolving Credit Commitments shall have no right to receive any portion of any Fronting Fees.Dollars 109 150546217_8170136845_8

Letter of Credit Participations. (a) Immediately upon the issuance by the Letter of Credit Issuer any Facing Agent of any Letter of Credit, the Letter of Credit Issuer such Facing Agent shall be deemed to have sold and transferred to each Multicurrency Revolving Credit Lender Lender, other than such Facing Agent (each such Revolving Credit Lender, in its capacity under this Section 3.32.10(e), an “L/C LC Participant”), and each such L/C LC Participant shall be deemed irrevocably and unconditionally to have purchased and received from the Letter of Credit Issuersuch Facing Agent, without recourse or warranty, an undivided interest and participation (each an “L/C Participation”)participation, to the extent of such L/C ParticipantMulticurrency Revolving Lender’s Revolving Credit Commitment Percentage (determined after giving effect to clause (f) below) Multicurrency Revolver Pro Rata Share, in each such Letter of Credit, each substitute thereforLetter of Credit, each drawing Drawing made thereunder and the obligations of the Borrower Company under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto; provided that the thereto (although Letter of Credit Fees will fees shall be paid payable directly to the Administrative Agent for the ratable account of the L/C Participants LC Participant as provided in Section 4.1(b2.10(g) and the L/C LC Participants shall have no right to receive any portion of the facing fees), and any Fronting Fees; security therefor or guarantee pertaining thereto. Upon any change in the Multicurrency Revolving Commitments of the Multicurrency Revolving Lenders, it being understood is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating to Letters of Credit, there shall be an automatic adjustment pursuant to this Section 2.10(e) to reflect the new Multicurrency Revolver Pro Rata Share of the assignor and assignee Lender or of all Lenders with Multicurrency Revolving Commitments, as the case may be. In determining whether to pay under any Letter of Credit, such Facing Agent shall have no obligation relative to the LC Participants other than to confirm that (A) any accrued and unpaid 2016 documents required to be delivered under such Letter of Credit Fees to, but not including, appear to have been delivered and that they appear to comply on their face with the 2015 May Effective Date, were paid requirements of such Letter of Credit. Any action taken or omitted to be taken by the Borrower to the Administrative any Facing Agent for the ratable account of the L/C Participants of Existing Letters under or in connection with any Letter of Credit issued under 2016 Revolving Credit Commitments on by it if taken or omitted in the 2015 May Effective Dateabsence of gross negligence or willful misconduct as determined by a final and non-appealable judgment rendered by a court of competent jurisdiction, (B) 2020 Letter of Credit Fees payable shall not create for such Facing Agent any resulting liability to the 2020 Revolving Credit Lenders in their capacity as L/C Participants of Existing Letters of Credit deemed issued under 2020 Revolving Credit Commitments pursuant to clause (f) below will begin to accrue as of the 2015 May Effective Date and will be paid directly to the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and (C) the L/C Participants of the Existing Letters of Credit issued under either the 2016 Revolving Credit Commitments Company or the 2020 Revolving Credit Commitments shall have no right to receive any portion of any Fronting FeesLender.

Letter of Credit Participations. (a) Immediately upon the issuance by the Letter of Credit Issuer any Issuing Lender of any Letter of Credit, the Letter of Credit Issuer such Issuing Lender shall be deemed to have sold and transferred to (i) each Multicurrency Revolving Lender with respect to each Multicurrency Letter of Credit and (ii) each Dollar Revolving Lender with respect to each Multicurrency Letter of Credit and (ii) each Dollar Revolving Lender with respect to each Dollar Letter of Credit, in each case, other than such Issuing Lender (each such Revolving Credit Lender, in its capacity under this Section 3.32.10(e), an “L/C LC Participant”), and each such L/C LC Participant shall be deemed irrevocably and unconditionally to have purchased and received from the Letter of Credit Issuersuch Issuing Lender, without recourse or warranty, an undivided interest and participation (each an “L/C Participation”)participation, to the extent of such L/C ParticipantRevolving Lender’s Revolving Credit Commitment Percentage Multicurrency Revolver Pro Rata Share (determined after giving effect with respect to clause Multicurrency Letters of Credit) and such Dollar Revolver Lender’s Dollar Revolver Pro Rata Share (f) below) with respect to Dollar Letters of Credit), as the case may be, in each such Letter of Credit, each substitute thereforLetter of Credit, each drawing Drawing made thereunder and the obligations of the Borrower Borrowers under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto; provided that the thereto (although Letter of Credit Fees will fees shall be paid payable directly to the Administrative Agent for the ratable account of the L/C Participants LC Participant as provided in Section 4.1(b2.10(g) and the L/C LC Participants shall have no right to receive any portion of the issuing fees), and any Fronting Fees; security therefor or guaranty pertaining thereto. Upon any change in the Multicurrency Revolving Commitments of the Multicurrency Revolving Lenders or the Dollar Revolving Commitments of the Dollar Revolving Lenders, it being understood is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating to Letters of Credit, there shall be an automatic adjustment pursuant to this Section 2.10(e) to reflect the new Multicurrency Revolver Pro Rata Share or Dollar Revolver Pro Rata Share, as the case may be, of the assignor and assignee Lender or of all Lenders with Multicurrency Revolving Commitments or Dollar Revolving Commitments, as the case may be. In determining whether to pay under any Letter of Credit, such Issuing Lender shall have no obligation relative to the LC Participants other than to confirm that (A) any accrued and unpaid 2016 documents required to be delivered under such Letter of Credit Fees to, but not including, appear to have been delivered and that they appear to comply on their face with the 2015 May Effective Date, were paid requirements of such Letter of Credit. Any action taken or omitted to be taken by the Borrower to the Administrative Agent for the ratable account of the L/C Participants of Existing Letters any Issuing Lender under or in connection with any Letter of Credit issued under 2016 Revolving Credit Commitments on by it if taken or omitted in the 2015 May Effective Dateabsence of gross negligence or willful misconduct as determined by a final and non-appealable judgment rendered by a court of competent jurisdiction, (B) 2020 Letter of Credit Fees payable shall not create for such Issuing Lender any resulting liability to the 2020 Revolving Credit Lenders in their capacity as L/C Participants of Existing Letters of Credit deemed issued under 2020 Revolving Credit Commitments pursuant to clause (f) below will begin to accrue as of the 2015 May Effective Date and will be paid directly to the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and (C) the L/C Participants of the Existing Letters of Credit issued under either the 2016 Revolving Credit Commitments any Loan Party or the 2020 Revolving Credit Commitments shall have no right to receive any portion of any Fronting FeesLender.

Letter of Credit Participations. (a) Immediately upon the issuance by the Letter of Credit Issuer any Issuing Lender of any Letter of Credit, the Letter of Credit Issuer such Issuing Lender shall be deemed to have sold and transferred to (i) in the case of a Multicurrency Facility Letter of Credit, each Revolving Credit Multicurrency Facility RL Lender and (ii) in the case of a Dollar Facility Letter of Credit, each Dollar Facility RL Lender (each such Revolving Credit LenderLender with respect to any Letter of Credit, in its capacity under this Section 3.33.04, an “a "L/C Participant”"), and each such L/C Participant shall be deemed irrevocably and unconditionally to have purchased and received from the Letter of Credit Issuersuch Issuing Lender, without recourse or warranty, an undivided interest and participation participation, in a percentage equal to (each an “L/C Participation”)x) in the case of a Multicurrency Facility Letter of Credit, to the extent of such L/C Participant’s Revolving Credit Commitment 's Multicurrency Facility RL Percentage or (determined after giving effect to clause (f) belowy) in each the case of a Dollar Facility Letter of Credit, each substitute thereforsuch L/C Participant's Dollar Facility RL Percentage, in such Multicurrency Facility Letter of Credit or Dollar Facility Letter of Credit, as the case may be, each drawing made thereunder (each, a "Drawing") and the obligations of the respective Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto; provided that the thereto (although Letter of Credit Fees will shall be paid payable directly to the Administrative Agent for the ratable account of the L/C Participants Multicurrency Facility RL Lenders or Dollar Facility RL Lenders, as the case may be, as provided in Section 4.1(b4.01(b) and the L/C Participants shall have no right to receive any portion of any Fronting Fees; Facing Fees with respect to any such Letters of Credit) and any security therefor or guaranty pertaining thereto. Upon any change in (x) the Multicurrency Facility Revolving Loan Commitments and, as a result thereof the Multicurrency Facility RL Percentages, of the Multicurrency Facility RL Lenders pursuant to Sections 2.13 or 13.04, it being understood is hereby agreed that, with respect to all outstanding Multicurrency Facility Letters of Credit and Unpaid Drawings relating thereto, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 to reflect the new Multicurrency Facility RL Percentages of the Multicurrency Facility RL Lenders and (y) the Dollar Facility Revolving Loan Commitments and, as a result thereof the Dollar Facility RL Percentages, of the Dollar Facility RL Lenders pursuant to Sections 2.13 or 13.04, it is hereby agreed that (A) any accrued with respect to all outstanding Dollar Facility Letters of Credit and unpaid 2016 Unpaid Drawings relating thereto, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 to reflect the new Dollar Facility RL Percentages of the Dollar Facility RL Lenders. With respect to each Letter of Credit Fees to, but not includingfrom time to time outstanding, the 2015 May Effective Datepercentage participations therein of the various Multicurrency Facility RL Lenders (in the case of a Multicurrency Facility Letter of Credit) or Dollar Facility RL Lenders (in the case of a Dollar Facility Letter of Credit) calculated as provided above in this Section 3.04(a) are herein called the "L/C Participation Percentages" of the various Multicurrency Facility RL Lenders or Dollar Facility RL Lenders, were paid by as the Borrower to the Administrative Agent for the ratable account case may be, in such Letters of Credit. All calculations of the L/C Participants Participation Percentages shall be made from time to time by the Administrative Agent, which calculations shall be conclusive absent manifest error. In addition to the adjustments contemplated above, upon the occurrence of Existing Letters a Sharing Event, in accordance with the provisions of Credit issued under 2016 Revolving Credit Commitments on Section 2.14(d), the 2015 May Effective Date"L/C Participation Percentages" of the RL Lenders shall be adjusted, (B) 2020 so that each RL Lender shall participate in each outstanding Letter of Credit Fees payable (whether a Multicurrency Facility Letter of Credit or a Dollar Facility Letter of Credit) in accordance with its RL Percentage, in each case as more fully described in Section 2.14(d). In any instance described in the immediately preceding sentence, each RL Lender shall be a L/C Participant with respect to each Letter of Credit and its L/C Participation Percentage in each Letter of Credit shall be determined by the 2020 Revolving Credit Administrative Agent in accordance with the relevant provisions of Section 2.14(d). Furthermore, upon the occurrence of a Sharing Event and as more fully set forth in Section 2.14, additional sub-participations may be required to be granted by the various RL Lenders in their capacity as L/C Participants of Existing participations in outstanding Letters of Credit deemed issued under 2020 Revolving Credit Commitments pursuant to clause (f) below will begin to accrue as of the 2015 May Effective Date Credit, in each case in accordance with, and will be paid directly subject to the Administrative Agent for the ratable account of the L/C Participants as provided in provisions of, Section 4.1(b) and (C) the L/C Participants of the Existing Letters of Credit issued under either the 2016 Revolving Credit Commitments or the 2020 Revolving Credit Commitments shall have no right to receive any portion of any Fronting Fees2.14.

Letter of Credit Participations. (a) Immediately upon the ------------------------------- issuance by the a Letter of Credit Issuer of any Letter of Credit, the such Letter of Credit Issuer shall be deemed to have sold and transferred to each Revolving Credit Lender (each such Revolving Credit Lender, in its capacity under this Section 3.3, an “L/C Participant”)other RL Bank, and each such L/C Participant RL Bank (each, a "Participant") shall be deemed irrevocably and unconditionally to have purchased and received from the such Letter of Credit Issuer, without recourse or warranty, an undivided interest inter est and participation (each an “L/C Participation”)participation, to the extent of such L/C Participant’s Revolving Credit Commitment Percentage (determined after giving effect to clause (f) below) 's Dollar RL Percentage, in each such Letter of Credit, each substitute thereforLetter of Credit, each drawing made thereunder and the obligations of the U.S. Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto; provided that the thereto (although Letter of Credit Fees will shall be paid payable directly to the Administrative Agent for the ratable account of the L/C Participants XX Xxxxx as provided in Section 4.1(b3.01(b) and the L/C Participants shall have no right to receive any portion of any Fronting FeesFacing Fees with respect to such Letters of Credit) and any security therefor or guaranty pertaining thereto; it being understood that (A) any accrued and unpaid 2016 Letter provided that, upon the occurrence of Credit Fees to, but not includinga Sharing Event, the 2015 May Effective Date-------- participations described above shall be automatically adjusted so that each RL Bank shall have a participation in all then outstanding Letters of Credit, were paid by and related obligations as described above, in a percentage equal to its Sharing Percentage (which adjustment shall occur concurrently with the Borrower adjustments described in Section 1.15). Upon any change in the Revolving Loan Commitments or the Dollar RL Percentages of the XX Xxxxx pursuant to Section 1.13 or 13.04(b) (or, in the circumstances provided in the proviso to the Administrative Agent for immediately preceding sentence, the ratable account Sharing Percentages of the L/C Participants XX Xxxxx pursuant to this Agreement) or as a result of Existing a Bank Default, it is hereby agreed that, with respect to all outstanding Letters of Credit issued under 2016 Revolving Credit Commitments on the 2015 May Effective Dateand Unpaid Drawings with respect thereto, (B) 2020 Letter of Credit Fees payable there shall be an automatic adjustment to the 2020 Revolving Credit Lenders in their capacity as L/C Participants of Existing Letters of Credit deemed issued under 2020 Revolving Credit Commitments participations pursuant to clause this Section 2.03 to reflect the new Dollar RL Percentages (for, in the circumstances provided in the proviso to the immediately preceding sentence, the Sharing Percentages) below will begin to accrue as of the 2015 May Effective Date assigning and will be paid directly to assignee Bank or of all XX Xxxxx, as the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and (C) the L/C Participants of the Existing Letters of Credit issued under either the 2016 Revolving Credit Commitments or the 2020 Revolving Credit Commitments shall have no right to receive any portion of any Fronting Feescase may be.

Letter of Credit Participations. (a) Immediately upon the issuance by the Letter of Credit Issuer of any Letter of Credit, the Letter of Credit Issuer shall be deemed The Issuing Lender irrevocably agrees to have sold grant and transferred hereby grants to each Revolving Credit Lender, and, to induce the Issuing Lender to issue Letters of Credit hereunder, each Revolving Credit Lender irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions hereinafter stated, for such Revolving Credit Lender's own account and risk an undivided interest equal to such Revolving Credit Lender's Revolving Credit Facility Percentage in the Issuing Lender's obligations and rights under each Letter of Credit issued by the Issuing Lender and the amount of each draft paid by the Issuing Lender thereunder. Each Revolving Credit Lender unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit issued by the Issuing Lender for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with Section 3.4(a), such Revolving Credit Lender shall pay to the Issuing Lender upon demand at the Issuing Lender's address for notices specified herein an amount equal to such Revolving Credit Lender's Revolving Credit Facility Percentage of the amount of such draft, or any part thereof, which is not so reimbursed. (each b) If any amount required to be paid by any Revolving Credit Lender to the Issuing Lender pursuant to Section 3.3(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is paid to the Issuing Lender within three Business Days after the date such payment is due, such Revolving Credit Lender shall pay to the Issuing Lender on demand an amount equal to the product of (i) such 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 Revolving Credit Lender pursuant to Section 3.3(a) is not in fact made available to the Issuing Lender by such Revolving Credit Lender within three Business Days after the date such payment is due, the Issuing Lender shall be entitled to recover from such Revolving Credit Lender, in its capacity under this Section 3.3on demand, an “L/C Participant”), and each such L/C Participant shall be deemed irrevocably and unconditionally to have purchased and received from the Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation (each an “L/C Participation”), to the extent of such L/C Participant’s Revolving Credit Commitment Percentage (determined after giving effect to clause (f) below) in each Letter of Credit, each substitute therefor, each drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto; provided that the Letter of Credit Fees will be paid directly to the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and the L/C Participants shall have no right to receive any portion of any Fronting Fees; it being understood that (A) any accrued and unpaid 2016 Letter of Credit Fees to, but not including, the 2015 May Effective Date, were paid by the Borrower to the Administrative Agent for the ratable account of the L/C Participants of Existing Letters of Credit issued under 2016 Revolving Credit Commitments on the 2015 May Effective Date, (B) 2020 Letter of Credit Fees payable to the 2020 Revolving Credit Lenders in their capacity as L/C Participants of Existing Letters of Credit deemed issued under 2020 Revolving Credit Commitments pursuant to clause (f) below will begin to accrue as of the 2015 May Effective Date and will be paid directly to the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and (C) the L/C Participants of the Existing Letters of Credit issued under either the 2016 Revolving Credit Commitments or the 2020 Revolving Credit Commitments shall have no right to receive any portion of any Fronting Fees.amount

Letter of Credit Participations. (a) Immediately upon the issuance by the Letter of Credit Issuer an Issuing Bank of any Letter of Credit (and on the Closing Date, with respect to the Existing Letters of Credit), the Letter of Credit Issuer such Issuing Bank shall be deemed to have sold and transferred to each Revolving Credit Lender (each such Revolving Credit Lender, in its capacity under this Section 3.3, an “L/C Participant”), and each such L/C Participant shall be deemed irrevocably and unconditionally to have purchased and received from the Letter of Credit Issuersuch Issuing Bank, without recourse or warranty, an undivided interest and participation (each an “L/C Participation”), to the extent of such L/C Participant’s Revolving Credit Commitment Percentage (determined after giving effect to clause (f) below) Percentage, in each Letter of Credit, each substitute therefor, each drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto; provided that the . (b) In determining whether to pay under any Letter of Credit Fees will be paid directly Credit, the relevant Issuing Bank shall have no obligation relative to the Administrative Agent for the ratable account of the L/C Participants as provided other than to confirm that (i) any documents required to be delivered under such Letter of Credit have been delivered, (ii) such Issuing Bank has examined the documents with reasonable care and (iii) the documents appear to comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by the relevant Issuing Bank under or in Section 4.1(bconnection with any Letter of Credit issued by it, if taken or omitted in the absence of gross negligence or willful misconduct, shall not create for such Issuing Bank any resulting liability. (c) In the event that an Issuing Bank makes any payment under any Letter of Credit issued by it and the Borrower shall not have repaid such amount (calculated, in the case of Alternate Currency Letters of Credit, based on the Dollar Equivalent thereof) in full to such Issuing Bank pursuant to Section 3.4(a), such Issuing Bank shall promptly notify the Administrative Agent and each L/C Participants shall have no right to receive any portion Participant of any Fronting Fees; it being understood that (A) any accrued such failure, and unpaid 2016 Letter of Credit Fees to, but not including, the 2015 May Effective Date, were paid by the Borrower to the Administrative Agent for the ratable account of the each such L/C Participants of Existing Letters of Credit issued under 2016 Revolving Credit Commitments on the 2015 May Effective Date, (B) 2020 Letter of Credit Fees payable to the 2020 Revolving Credit Lenders in their capacity as L/C Participants of Existing Letters of Credit deemed issued under 2020 Revolving Credit Commitments pursuant to clause (f) below will begin to accrue as of the 2015 May Effective Date and will be paid directly to the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and (C) the L/C Participants of the Existing Letters of Credit issued under either the 2016 Revolving Credit Commitments or the 2020 Revolving Credit Commitments shall have no right to receive any portion of any Fronting Fees.Participant - 89- 727670773 12335469

Letter of Credit Participations. (a) Immediately upon the issuance by the any Letter of Credit Issuer of any Letter of Credit (and automatically on the Closing Date with respect to any Existing Letters of Credit), the such Letter of Credit Issuer shall be deemed to have sold and transferred to each Revolving Credit Lender (including any such Lender acting as Letter of Credit Issuer) (each such Revolving Credit Lender, in its such capacity under this Section 3.33.3(a), an a “L/C Letter of Credit Participant”), and each such L/C Letter of Credit Participant shall be deemed irrevocably and unconditionally to have purchased and received from the such Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation (each an each, a “L/C Letter of Credit Participation”), to the extent of such L/C Letter of Credit Participant’s Revolving Credit Commitment Percentage (determined after giving effect to clause (f) below) Percentage, in each such Letter of Credit, each substitute thereforletter of credit, each drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty guarantee pertaining thereto; provided that the thereto (although Letter of Credit Fees will be paid directly to the Administrative Agent for the ratable account of the L/C Letter of Credit Participants as provided in Section 4.1(b4.1(c) and the L/C Letter of Credit Participants shall have no right to receive any portion of any Fronting Fees; it being understood that (A) any accrued and unpaid 2016 Letter of Credit Fees to, but not including, the 2015 May Effective Date, were fees paid by the Borrower to the Administrative Agent for the ratable account of the L/C Participants any Letter of Existing Letters Credit Issuers in respect of each Letter of Credit issued hereunder). (b) In determining whether to pay under 2016 Revolving Credit Commitments on any Letter of Credit, the 2015 May Effective Date, (B) 2020 applicable Letter of Credit Fees payable Issuer shall have no obligation relative to the 2020 Letter of Credit Participants other than to confirm that any documents required to be delivered under such Letter of Credit have been delivered and that they appear to comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any Letter of Credit Issuer under or in connection with any Letter of Credit issued by it, if taken or omitted in the absence of gross negligence or willful misconduct, shall not create for such Letter of Credit Issuer any resulting liability. (c) Whenever any Letter of Credit Issuer receives a payment in respect of an unpaid reimbursement obligation as to which the Administrative Agent has received for the account of such Letter of Credit Issuer any payments from the Letter of Credit Participants, such Letter of Credit Issuer shall pay to the Administrative Agent and the Administrative Agent shall promptly pay to each Letter of Credit Participant that has paid its Revolving Credit Lenders Commitment Percentage of such reimbursement obligation, in their capacity as L/C Participants of Existing Letters Dollars and in immediately available funds, an amount equal to such Letter of Credit deemed issued under 2020 Revolving Participant’s share (based upon the proportionate aggregate amount originally funded or deposited by such Letter of Credit Commitments pursuant Participant to clause (fthe aggregate amount funded or deposited by all Letter of Credit Participants) below will begin to accrue as of the 2015 May Effective Date principal amount of such reimbursement obligation and will be paid directly interest thereon accruing after the purchase of the respective Letter of Credit Participations. (d) The obligations of the Letter of Credit Participants to purchase Letter of Credit Participations from any Letter of Credit Issuer and make payments to the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and (C) the L/C Participants any Letter of the Existing Credit Issuer with respect to Letters of Credit issued shall be irrevocable and not subject to counterclaim, set-off or other defense or any other qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under either all circumstances, including under any of the 2016 Revolving Credit Commitments or the 2020 Revolving Credit Commitments shall have no right to receive any portion of any Fronting Fees.following circumstances:

Letter of Credit Participations. (a) Immediately i)Immediately upon the issuance by the Letter of Credit Issuer any Facing Agent of any Letter of CreditCredit under any Revolving Facility, the Letter of Credit Issuer such Facing Agent shall be deemed to have sold and transferred to each Revolving Credit Lender under such Revolving Facility, other than such Facing Agent (each such Revolving Credit Lender, in its capacity under this Section 3.32.10(e), an a “L/C LC Participant”), and each such L/C LC Participant under such Revolving Facility shall be deemed irrevocably and unconditionally to have purchased and received from the Letter of Credit Issuersuch Facing Agent, without recourse or warranty, an undivided interest and participation (each an “L/C Participation”)participation, to the extent of such L/C ParticipantRevolving Lender’s Multicurrency Revolver Pro Rata Share (in the case of a Letter of Credit issued under the Multicurrency Revolving Facility) or USD Revolver Pro Rata Share (in the case of a Letter of Credit Commitment Percentage (determined after giving effect to clause (f) below) issued under the USD Revolving Facility), in each such Letter of Credit, each substitute therefor, each drawing Drawing made thereunder and the obligations of the applicable Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto; provided that the thereto (although Letter of Credit Fees will fees under any Revolving Facility shall be paid payable directly to the Administrative Agent for the ratable account of the L/C Participants LC Participant under such Revolving Facility as provided in Section 4.1(b2.10(g) and the L/C LC Participants shall have no right to receive any portion of the facing fees), and ​ 133 ​ ​ any Fronting Fees; security therefor or guaranty pertaining thereto. With respect to each Revolving Facility, upon any change in the Revolving Commitments of the Revolving Lenders under such Revolving Facility, it being understood that (A) any accrued and unpaid 2016 Letter is hereby agreed that, with respect to all outstanding Letters of Credit Fees to, but not including, the 2015 May Effective Date, were paid by the Borrower under such Revolving Facility and Unpaid Drawings relating to the Administrative Agent for the ratable account of the L/C Participants of Existing Letters of Credit issued under 2016 such Revolving Credit Commitments on the 2015 May Effective DateFacility, (B) 2020 Letter of Credit Fees payable to the 2020 Revolving Credit Lenders in their capacity as L/C Participants of Existing Letters of Credit deemed issued under 2020 Revolving Credit Commitments there shall be an automatic adjustment pursuant to clause this Section 2.10(e) to reflect the new Multicurrency Revolver Pro Rata Share (f) below will begin to accrue as in the case of the 2015 May Effective Date and will be paid directly to the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and (C) the L/C Participants of the Existing Letters a Letter of Credit issued under either the 2016 Multicurrency Revolving Facility) or USD Revolver Pro Rata Share (in the case of a Letter of Credit issued under the USD Revolving Facility) of the assignor and assignee Lender or of all Lenders with Revolving Commitments or under such Revolving Facility, as the 2020 Revolving Credit Commitments shall have no right to receive any portion of any Fronting Feescase may be.

Letter of Credit Participations. (a) Immediately upon The Issuing Bank irrevocably agrees to grant and hereby grants to each L/C Lender, and, to induce the issuance by the Letter of Credit Issuer of any Letter Issuing Bank to issue Letters of Credit, the Letter of Credit Issuer shall be deemed to have sold and transferred to each Revolving Credit Lender (each such Revolving Credit Lender, in its capacity under this Section 3.3, an “L/C Participant”)Lender irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Bank, on the terms and each conditions set forth below, for such L/C Participant shall be deemed irrevocably Lender’’s own account and unconditionally to have purchased and received from the Letter of Credit Issuer, without recourse or warranty, risk an undivided interest and participation (each an “L/C Participation”), equal to the extent of such L/C ParticipantLender’’s Revolving Credit L/C Commitment Percentage (determined after giving effect to clause (f) below) in the Issuing Bank’’s obligations and rights under and in respect of each Letter of Credit, each substitute therefor, each drawing made thereunder Credit issued by the Issuing Bank and the obligations amount of each draft paid by the Issuing Bank thereunder. Each L/C Lender agrees with the Issuing Bank that, if a draft is paid under any Letter of Credit issued by the Issuing Bank for which the Issuing Bank is not reimbursed in full by the Borrowers in accordance with the terms of this Agreement, such L/C Lender shall pay to the Issuing Bank upon demand at the Issuing Bank’’s address for notices specified herein an amount equal to such L/C Lender’’s L/C Commitment Percentage of the Borrower amount of such draft, or any part thereof, that is not so reimbursed, provided that (x) in lieu of making any demands under this Section 3.04(a), the Issuing Bank may withdraw funds from such L/C Lender’’s Lender Cash Collateral Account; or (y) so long as funds sufficient to pay such amount are in such L/C Lender’s Lender Cash Collateral Account and are available to the Issuing Bank without stay or delay, such L/C Lender may satisfy any demands made under this Section 3.04(a) by the Issuing Bank, by directing the Issuing Bank to withdraw funds from such L/C Lender’s Lender Cash Collateral Account, in each case, to satisfy such payment obligations in accordance with Section 45 of the Cash Collateral Agreement. The Issuing Bank shall give prompt notice of such withdrawal in accordance with the Cash Collateral Agreement. Each L/C Lender’’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right that such L/C Lender may have against the Issuing Bank, the Borrowers or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Article IV, (iii) any adverse change in the condition (financial or otherwise) of the Borrowers or any other Loan Party, (iv) any breach of this Agreement with respect theretoor any other Loan Document by the Borrowers, and any security therefor other Loan Party or guaranty pertaining theretoany other Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that the Letter of Credit Fees will be paid directly to the Administrative Agent for the ratable account of the each L/C Participants as provided Lender shall only be obligated to make any such payment in Dollars (and not any foreign currency) in accordance with the provisions of Section 4.1(b) and the L/C Participants shall have no right to receive any portion of any Fronting Fees; it being understood that (A) any accrued and unpaid 2016 Letter of Credit Fees to, but not including, the 2015 May Effective Date, were paid by the Borrower to the Administrative Agent for the ratable account of the L/C Participants of Existing Letters of Credit issued under 2016 Revolving Credit Commitments on the 2015 May Effective Date, (B) 2020 Letter of Credit Fees payable to the 2020 Revolving Credit Lenders in their capacity as L/C Participants of Existing Letters of Credit deemed issued under 2020 Revolving Credit Commitments pursuant to clause (f) below will begin to accrue as of the 2015 May Effective Date and will be paid directly to the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and (C) the L/C Participants of the Existing Letters of Credit issued under either the 2016 Revolving Credit Commitments or the 2020 Revolving Credit Commitments shall have no right to receive any portion of any Fronting Fees3.10 hereof.

Letter of Credit Participations. (a) Immediately upon the issuance by the Letter of Credit Issuer respective Issuing Bank of any Letter of Credit, the Letter of Credit Issuer such Issuing Bank shall be deemed to have sold and transferred to each Revolving Credit RL Lender (other than such Issuing Bank) (each such Revolving Credit LenderLender with respect to any Letter of Credit, in its capacity under this Section 3.32.04, an “L/C Participant”a "PARTICIPANT"), and each such L/C Participant shall be deemed irrevocably and unconditionally to have purchased and received from the Letter of Credit Issuersuch Issuing Bank, without recourse or warranty, an undivided interest and participation (each an “L/C Participation”)participation, in a percentage equal to the extent of such L/C Participant’s Revolving Credit Commitment Percentage (determined after giving effect to clause (f) below) 's Dollar Percentage, in each such Letter of Credit, each substitute therefor, each drawing or payment made thereunder and the obligations of the Borrower Corporation under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto; provided that the thereto (although Letter of Credit Fees will shall be paid directly to the Administrative Agent for the ratable account of the L/C Participants RL Lenders based on their Dollar Percentages as provided in Section 4.1(b3.01(b) and the L/C Participants shall have no right to receive any portion of any Fronting Facing Fees); it being understood that (A) any accrued and unpaid 2016 Letter PROVIDED that, upon the occurrence of Credit Fees to, but not includinga Sharing Event, the 2015 May Effective Dateparticipations described above shall be automatically adjusted so that each RL Lender shall have a participation in all then outstanding Letters of Credit, were paid by and related obligations as described above, in a percentage equal to its RL Percentage (which adjustments shall occur concurrently with the Borrower adjustments described in Section 1.17). Upon any change in the Revolving Loan Commitments or Dollar Percentages of the RL Lenders pursuant to this Agreement (or in the circumstances provided in the proviso to the Administrative Agent for immediately preceding sentence, the ratable account RL Percentages of the L/C Participants of Existing RL Lenders pursuant to this Agreement), it is hereby agreed that, with respect to all outstanding Letters of Credit issued under 2016 Revolving Credit Commitments on the 2015 May Effective Dateand Unpaid Drawings, (B) 2020 Letter of Credit Fees payable there shall be an automatic adjustment to the 2020 Revolving Credit Lenders in their capacity as L/C Participants of Existing Letters of Credit deemed issued under 2020 Revolving Credit Commitments participations pursuant to clause (f) below will begin this Section 2.04 to accrue as reflect the new Dollar Percentages or, in the circumstances described in the proviso to the immediately preceding sentence, the RL Percentages of the 2015 May Effective Date and will be paid directly to the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and (C) the L/C Participants of the Existing Letters of Credit issued under either the 2016 Revolving Credit Commitments or the 2020 Revolving Credit Commitments shall have no right to receive any portion of any Fronting Feesvarious RL Lenders.

Letter of Credit Participations. (a) Immediately upon the issuance by the Letter of Credit Issuer respective Issuing Bank of any Letter of Credit, the Letter of Credit Issuer such Issuing Bank shall be deemed to have sold and transferred to (i) in the case of a Domestic Dollar Letter of Credit, each RL Lender (other than such Issuing Bank) and (ii) in the case of an Alternate Currency Letter of Credit, each Alternate Currency RL Lender (other than an Issuing Bank) with an Alternate Currency Revolving Loan Sub-Commitment relating to the respective Alternate Currency Revolving Loan Sub-Tranche under which such Alternate Currency Letter of Credit Lender was issued (each such Revolving Credit LenderLender with respect to any Letter of Credit, in its capacity under this Section 3.32.04, an a “L/C Participant”), and each such L/C Participant shall be deemed irrevocably and unconditionally to have purchased and received from the Letter of Credit Issuersuch Issuing Bank, without recourse or warranty, an undivided interest and participation participation, in a percentage equal to (each an “L/C Participation”), to the extent of such L/C Participant’s Revolving Credit Commitment Percentage (determined after giving effect to clause (f) belowx) in each the case of a Domestic Dollar Letter of Credit, each substitute thereforsuch Participant’s Domestic RL Dollar Percentage or (y) in the case of an Alternate Currency Letter of Credit, such Participant’s relevant Alternate Currency RL Percentage, in such Domestic Dollar Letter of Credit or Alternate Currency Letter of Credit, as the case may be, each drawing or payment made thereunder and the obligations of the Borrower respective Account Party under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto; provided that the thereto (although Letter of Credit Fees will shall be paid directly to the Administrative Agent for the ratable account of the L/C Participants RL Lenders or the relevant Alternate Currency RL Lenders as provided in Section 4.1(b3.01(b) and the L/C Participants shall have no right to receive any portion of any Fronting FeesFacing Fees with respect to any such Letters of Credit); it being understood provided that, upon the occurrence of a Sharing Event, the participations described above shall be automatically adjusted so that each RL Lender shall have a participation in all then outstanding Letters of Credit (A) any accrued and unpaid 2016 whether a Domestic Dollar Letter of Credit Fees toor an Alternate Currency Letter of Credit), but not includingand related obligations as described above, in a percentage equal to its RL Percentage (which adjustments shall occur concurrently with the adjustments described in Section 1.17). Upon any change in the Revolving Loan Commitments, Non-Alternate CurrencyDomestic Dollar Revolving Loan Sub-Commitments, Alternate Currency Revolving Loan Sub-Commitments, Domestic RL Dollar Percentages or relevant Alternate Currency RL Percentages of the RL Lenders pursuant to this Agreement (or in the circumstances provided in the proviso to the immediately preceding sentence, the 2015 May Effective Date, were paid by the Borrower to the Administrative Agent for the ratable account RL Percentages of the L/C Participants of Existing RL Lenders pursuant to this Agreement), it is hereby agreed that, with respect to all outstanding Letters of Credit issued under 2016 Revolving Credit Commitments on the 2015 May Effective Dateand Unpaid Drawings, (B) 2020 Letter of Credit Fees payable there shall be an automatic adjustment to the 2020 Revolving Credit Lenders in their capacity as L/C Participants of Existing Letters of Credit deemed issued under 2020 Revolving Credit Commitments participations pursuant to clause (f) below will begin this Section 2.04 to accrue as reflect the new Domestic RL Dollar Percentages or relevant Alternate Currency RL Percentages or, in the circumstances described in the proviso to the immediately preceding sentence, the RL Percentages of the 2015 May Effective Date and will be paid directly to the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and (C) the L/C Participants of the Existing Letters of Credit issued under either the 2016 Revolving Credit Commitments or the 2020 Revolving Credit Commitments shall have no right to receive any portion of any Fronting Feesvarious RL Lenders.

Letter of Credit Participations. (a) Immediately upon the issuance by the Letter of Credit Issuer Facing Agent of any Letter of Credit, the Letter of Credit Issuer Facing Agent shall -------------------------------- be deemed to have sold and transferred to each Revolving Credit Lender Lender, other than Facing Agent (each such Revolving Credit Lender, in its capacity under this Section 3.32.8(e), an “L/C a "LC Participant”"), and each such L/C LC Participant shall be deemed irrevocably and unconditionally to have --------------- --------------- purchased and received from the Letter of Credit IssuerFacing Agent, without recourse or warranty, an undivided interest and participation (each an “L/C Participation”)participation, to the extent of such L/C Participant’s Revolving Credit Commitment Percentage (determined after giving effect to clause (f) below) Lender's Revolver Pro Rata Share, in each such Letter of Credit, each substitute thereforLetter of Credit, each drawing Drawing made thereunder and the obligations of the Borrower Company under this Agreement with respect theretothereto (although Letter of Credit fees shall be payable directly to Administrative Agent for the account of the LC Participant as provided in Section 2.8(g) and the LC Participants shall --------------- have no right to receive any portion of the facing fees), and any security therefor or guaranty pertaining thereto; provided . Upon any change in the Revolving Commitments of the Revolving Lenders, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating to Letters of Credit, there shall be an automatic adjustment pursuant to this Section 2.8(e) to reflect -------------- the new Revolver Pro Rata Share of the assignor and assignee Lender or of all Lenders with Revolving Commitments, as the case may be. In determining whether to pay under any Letter of Credit, Facing Agent shall have no obligation relative to the LC Participants other than to confirm that the any documents required to be delivered under such Letter of Credit Fees will appear to have been delivered and that they appear to comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be paid directly to the Administrative taken by Facing Agent for the ratable account of the L/C Participants as provided under or in Section 4.1(b) and the L/C Participants shall have no right to receive connection with any portion of any Fronting Fees; it being understood that (A) any accrued and unpaid 2016 Letter of Credit Fees toissued by it if taken or omitted in the absence of gross negligence or willful misconduct as determined by a final and non-appealable judgment rendered by a court of competent jurisdiction, but shall not including, the 2015 May Effective Date, were paid by the Borrower create for Facing Agent any resulting liability to the Administrative Agent for the ratable account of the L/C Participants of Existing Letters of Credit issued under 2016 Revolving Credit Commitments on the 2015 May Effective Date, (B) 2020 Letter of Credit Fees payable to the 2020 Revolving Credit Lenders in their capacity as L/C Participants of Existing Letters of Credit deemed issued under 2020 Revolving Credit Commitments pursuant to clause (f) below will begin to accrue as of the 2015 May Effective Date and will be paid directly to the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and (C) the L/C Participants of the Existing Letters of Credit issued under either the 2016 Revolving Credit Commitments Company or the 2020 Revolving Credit Commitments shall have no right to receive any portion of any Fronting FeesLender.