Common use of Advances Automatic; Participations Clause in Contracts

Advances Automatic; Participations. (i) In the event that Agent or any Lender shall make any payment on or pursuant to any Letter of Credit Obligation, such payment shall then be deemed automatically to constitute a Revolving Credit Advance to Borrower under Section 1.1(a) of the Agreement regardless of whether a Default or Event of Default has occurred and is continuing and notwithstanding Borrower's failure to satisfy the conditions precedent set forth in Section 2, and each Lender shall be obligated to pay its Pro Rata Share thereof in accordance with the Agreement upon Agent's request. The failure of any Lender to make available to Agent for Agent's own account its Pro Rata Share of any such Revolving Credit Advance or payment by Agent under or in respect of a Letter of Credit shall not relieve any other Lender of its obligation hereunder to make available to Agent its Pro Rata Share thereof, but no Lender shall be responsible for the failure of any other Lender to make available such other Lender's Pro Rata Share of any such payment. (ii) If it shall be illegal or unlawful for Borrower to incur Revolving Credit Advances as contemplated by paragraph (b)(i) above because of an Event of Default described in Sections 8.1(h) or (i) or otherwise or if it shall be illegal or unlawful for any Lender to be deemed to have assumed a ratable share of the reimbursement obligations owed to an L/C Issuer, or if the L/C Issuer is a Lender, then (A) immediately and without further action whatsoever, each Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C Issuer, as the case may be) an undivided interest and participation equal to such Lender's Pro Rata Share (based on the Revolving Loan Commitments) of the Letter of Credit Obligations in respect of all Letters of Credit then outstanding and (B) thereafter, immediately upon issuance of any Letter of Credit, each Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C Issuer, as the case may be) an undivided interest and participation in such Lender's Pro Rata Share (based on the Revolving Loan Commitments) of the Letter of Credit Obligations with respect to such Letter of Credit on the date of such issuance. Each Lender shall fund its participation in all payments or disbursements made under the Letters of Credit upon Agent's request in the same manner as provided in the Agreement with respect to Revolving Credit Advances.

Advances Automatic; Participations. (i) In If no Lender is a Non-Funding Lender, in the event that Agent or any Lender L/C Issuer shall make any payment on or pursuant to any Letter of Credit Obligation, such payment shall then be deemed automatically to constitute a Revolving Credit Advance to Borrower under Section 1.1(a2.1(a) of the Agreement regardless of whether a Default or Event of Default has occurred and is continuing continuing, and notwithstanding Borrower's any Borrowers’ failure to satisfy the conditions precedent set forth in Section 23.2, and and, if no Lender is a Non-Funding Lender, (or if the only Non-Funding Lender is the L/C Issuer that issued such Letter of Credit), each Lender shall be obligated to pay its Pro Rata Share thereof in accordance with this Agreement. If any Lender is a Non-Funding Lender and the Agreement upon Agent's requestconditions precedent set forth in Section 3.2 are satisfied at such time, that Non-Funding Lender’s Letter of Credit Obligations shall be reallocated to and assumed by the other Lenders pro rata in accordance with their Pro Rata Share of the Revolving Loan (calculated as if the Non-Funding Lender’s Pro Rata Share was reduced to zero and each other Lender’s Pro Rata Share had been increased proportionately). If any Lender is a Non-Funding Lender, each Lender that is not a Non-Funding Lender shall pay to Agent for the account of such L/C Issuer its Pro Rata Share (increased as described above) of the Letter of Credit Obligations that from time to time remain outstanding; provided that no Lender shall be required to fund any amount in excess of its Commitment. The failure of any Lender to make available to Agent for Agent's ’s own account its Pro Rata Share of any such Revolving Credit Advance or payment by Agent under or in respect of a Letter of Credit to the L/C Issuer shall not relieve any other Lender of its obligation hereunder to make available to Agent its Pro Rata Share thereof, but no Lender shall be responsible for the failure of any other Lender to make available such other Lender's Pro Rata Share of any such payment. (ii) If it shall be illegal or unlawful for Borrower Borrowers to incur Revolving Credit Advances as contemplated by paragraph (b)(iSection 2.2(b)(i) above because of an Event of Default described in Sections 8.1(h) or (i) or otherwise above, or if it shall be illegal or unlawful for any Lender to be deemed to have assumed a ratable share of the reimbursement obligations owed to an the L/C Issuer, or if the L/C Issuer is a Lender, then (A) immediately and without further action whatsoever, each Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C Issuer, as the case may be) an undivided interest and participation equal to such Lender's ’s Pro Rata Share (based on the Revolving Loan Commitmentsits Commitment) of the Letter of Credit Obligations in respect of all Letters of Credit then outstanding outstanding, and (B) thereafter, immediately upon issuance of any Letter of Credit, each Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C Issuer, as the case may be) an undivided interest and participation in such Lender's ’s Pro Rata Share (based on the Revolving Loan Commitmentsits Commitment) of the Letter of Credit Obligations with respect to such Letter of Credit on the date of such issuance. Each Lender shall fund its participation in all payments or disbursements made under the Letters of Credit upon Agent's request in the same manner as provided in the this Agreement with respect to Revolving Credit Advances. (iii) In determining whether to pay under any Letter of Credit, no L/C Issuer shall have any obligation relative to the other Lenders other than to confirm that any documents required to be delivered under such Letter of Credit 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 taken by an L/C Issuer under or in connection with any Letter of Credit issued by it shall not create for such L/C Issuer any resulting liability to the Borrowers, 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 L/C Issuer (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Advances Automatic; Participations. (i) In the event that the Administrative Agent or any Lender Issuing Bank shall make any payment on or pursuant to any Letter of Credit Obligation, such payment shall then be deemed automatically to constitute a Revolving Credit Advance to Borrower Loan under Section 1.1(a) 2.01 of the this Agreement regardless of whether a Default or an Event of Default has occurred and is continuing and notwithstanding Borrower's the Borrowers’ failure to satisfy the conditions precedent set forth in Section 24.02, and each Lender shall be obligated to pay its Pro Rata Share Applicable Percentage thereof in accordance with the Agreement upon Agent's requestthis Agreement. The failure of any Lender to make available to the Administrative Agent or Issuing Bank for Administrative Agent's ’s or Issuing Bank’s own account its Pro Rata Share Applicable Percentage of any such Revolving Credit Advance Loan or payment by Administrative Agent under or in respect of a Letter of Credit shall not relieve any other Lender of its obligation hereunder to make available to Administrative Agent or Issuing Bank its Pro Rata Share Applicable Percentage thereof, but no Lender shall be responsible for the failure of any other Lender to make available such other Lender's Pro Rata Share ’s Applicable Percentage of any such payment. (ii) If it shall be illegal or unlawful for any Borrower to incur Revolving Credit Advances Loans as contemplated by paragraph (b)(iSection 2.06(b)(i) above because of an Event of Default described in Sections 8.1(hSection 7.01(g), Section 7.01(h), Section 7.01(i) or (i) or otherwise or otherwise, if it shall be illegal or unlawful for any Lender to be deemed to have assumed a ratable share of the reimbursement obligations owed to an L/C IssuerIssuing Bank, or if the L/C Issuer Issuing Bank is a Lender, then (Ai) immediately and without further action whatsoever, each Lender shall be deemed to have irrevocably and unconditionally purchased from Administrative Agent (or such L/C IssuerIssuing Bank, as the case may be) an undivided interest and participation equal to such Lender's Pro Rata Share ’s Applicable Percentage (based on the Revolving Loan Commitments) of the Letter of Credit Obligations in respect of all Letters of Credit then outstanding and (Bii) thereafter, immediately upon issuance of any Letter of Credit, each Lender shall be deemed to have irrevocably and unconditionally purchased from Administrative Agent (or such L/C IssuerIssuing Bank, as the case may be) an undivided interest and participation in such Lender's Pro Rata Share ’s Applicable Percentage (based on the Revolving Loan Commitments) of the Letter of Credit Obligations with respect to such Letter of Credit on the date of such issuance. Each Lender shall fund its participation in all payments or disbursements made under the Letters of Credit upon Agent's request in the same manner as provided in the this Agreement with respect to Revolving Credit AdvancesLoans.

Advances Automatic; Participations. (i) In the event that Agent or any Revolving Lender shall make any payment on or pursuant to any Letter of Credit Obligation, such payment shall then be deemed automatically to constitute a Revolving Credit Advance to the applicable Borrower under Section 1.1(a) of the Agreement regardless of whether a Default or Event of Default has occurred and is continuing and notwithstanding any Borrower's ’s failure to satisfy the conditions precedent set forth in Section 2, and each Revolving Lender shall be obligated to pay its Pro Rata Share thereof in accordance with the Agreement upon Agent's requestAgreement. The failure of any Revolving Lender to make available to Agent for Agent's ’s own account its Pro Rata Share of any such Revolving Credit Advance or payment by Agent under or in respect of a Letter of Credit shall not relieve any other Revolving Lender of its obligation hereunder to make available to Agent its Pro Rata Share thereof, but no Revolving Lender shall be responsible for the failure of any other Revolving Lender to make available such other Revolving Lender's ’s Pro Rata Share of any such payment. (ii) If it shall be illegal or unlawful for any Borrower to incur Revolving Credit Advances as contemplated by paragraph (b)(i) above because of an Event of Default described in Sections Section 8.1(h) or (iSection 8.1(i) or otherwise or if it shall be illegal or unlawful for any Revolving Lender to be deemed to have assumed a ratable share of the reimbursement obligations owed to an L/C Issuer, or if the L/C Issuer is a Revolving Lender, then (A) immediately and without further action whatsoever, each Revolving Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C Issuer, as the case may be) an undivided interest and participation equal to such Revolving Lender's ’s Pro Rata Share (based on the Revolving Loan Commitments) of the Letter of Credit Obligations in respect of all Letters of Credit then outstanding and (B) thereafter, immediately upon issuance of any Letter of Credit, each Revolving Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C Issuer, as the case may be) an undivided interest and participation in such Revolving Lender's ’s Pro Rata Share (based on the Revolving Loan Commitments) of the Letter of Credit Obligations with respect to such Letter of Credit on the date of such issuance. Each Revolving Lender shall fund its participation in all payments or disbursements made under the Letters of Credit upon Agent's request in the same manner as provided in the Agreement with respect to Revolving Credit Advances.

Advances Automatic; Participations. (i) In If no Lender is a Non-Funding Lender, in the event that Agent or any Lender L/C Issuer shall make any payment on or pursuant to any Letter of Credit Obligation, such payment shall then be deemed automatically to constitute a Revolving Credit Advance to Borrower Loan under Section 1.1(a2.1(a) of the Agreement regardless of whether a Default or Event of Default has occurred and is continuing continuing, and notwithstanding Borrower's any Borrowers’ failure to satisfy the conditions precedent set forth in Section 23.2, and and, if no Lender is a Non-Funding Lender (or if the only Non-Funding Lender is the L/C Issuer that issued such Letter of Credit), each Lender shall be obligated to pay its Pro Rata Share of the Dollar Equivalent thereof in accordance with this Agreement. If any Lender is a Non-Funding Lender, in the Agreement upon Agent's requestevent that any L/C Issuer shall make any payment on or pursuant to any Letter of Credit Obligation and the conditions precedent set forth in Section 3.2 are satisfied at such time, such payment shall then be deemed automatically to constitute a Revolving Loan and that Non-Funding Lender’s Letter of Credit Obligations shall be reallocated to and assumed by the other Lenders pro rata in accordance with their Pro Rata Share of the Dollar Equivalent of the Revolving Loan (calculated as if the Non-Funding Lender’s Pro Rata Share was reduced to zero and each other Lender’s Pro Rata Share had been increased proportionately); provided that no Lender shall be reallocated any Letter of Credit Obligations to the extent such reallocation shall cause its Pro Rata Share of the Dollar Equivalent of the Aggregate Revolving Credit Exposure to exceed its Commitment. If any Lender is a Non-Funding Lender, each Lender that is not a Non-Funding Lender shall pay to Agent for the account of such L/C Issuer its Pro Rata Share (increased as described above) of the Dollar Equivalent of the Letter of Credit Obligations that from time to time remain outstanding; provided that no Lender shall be required to fund any amount to the extent such funding shall cause its Pro Rata Share of the Aggregate Revolving Credit Exposure to exceed its Commitment. The failure of any Lender to make available to Agent for Agent's own the applicable L/C Issuer’s account its Pro Rata Share of the Dollar Equivalent of any such Revolving Credit Advance Loan or payment by Agent under or in respect of a Letter of Credit to the applicable L/C Issuer shall not relieve any other Lender of its obligation hereunder to make available to Agent its Pro Rata Share thereof, but no Lender shall be responsible for the failure of any other Lender to make available such other Lender's Pro Rata Share of any such payment. (ii) If it shall be illegal or unlawful for Borrower Borrowers to incur Revolving Credit Advances Loans as contemplated by paragraph (b)(iSection 2.2(b)(i) above because of an Event of Default described in Sections 8.1(h) or (i) or otherwise above, or if it shall be illegal or unlawful for any Lender to be deemed to have assumed a ratable share of the reimbursement obligations owed to an any L/C Issuer, or if the L/C Issuer is a Lender, then (A) immediately and without further action whatsoever, each Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C Issuer, as the case may be) Issuer an undivided interest and participation equal to such Lender's ’s Pro Rata Share (based on its Commitment) of the Revolving Loan Commitments) Dollar Equivalent of the Letter of Credit Obligations in respect of all Letters of Credit then outstanding outstanding, and (B) thereafter, immediately upon issuance of any Letter of Credit, each Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C Issuer, as the case may be) Issuer an undivided interest and participation in such Lender's ’s Pro Rata Share (based on its Commitment) of the Revolving Loan Commitments) Dollar Equivalent of the Letter of Credit Obligations with respect to such Letter of Credit on the date of such issuance. Each Lender shall fund its participation in all payments or disbursements made under the Letters of Credit upon Agent's request in the same manner as provided in the this Agreement with respect to Revolving Loans, it being understood that each Lender’s obligation to fund its participation in all payments or disbursements made under Letters of Credit Advancesdenominated in an Alternative Currency shall be funded in Dollars as provided in Section 2.2(b)(i) above. (iii) In determining whether to pay under any Letter of Credit, no L/C Issuer shall have any obligation relative to the other Lenders other than to confirm that any documents required to be delivered under such Letter of Credit 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 taken by an L/C Issuer under or in connection with any Letter of Credit issued by it shall not create for such L/C Issuer any resulting liability to Borrowers, 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 L/C Issuer (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Advances Automatic; Participations. (i) In the event that Administrative Agent or any Revolving Lender shall make any payment to an L/C Issuer on or pursuant to any Letter of Credit Obligation, such payment shall then be deemed automatically to constitute a Revolving Credit an Advance to the Borrower under Section 1.1(a2.1(a) of the Agreement regardless of whether a Default or Event of Default has shall have occurred and is be continuing and notwithstanding the Borrower's ’s failure to satisfy the conditions precedent set forth in Section 2Article III, and each Revolving Lender shall be obligated to pay its Pro Rata Share thereof in accordance with the Agreement upon Agent's requestthis Agreement. The failure of any Revolving Lender to make available to Administrative Agent for Agent's own account its Pro Rata Share of any such Revolving Credit Advance or payment by Administrative Agent under or in respect of a Letter of Credit shall not relieve any other Revolving Lender of its obligation hereunder to make available to Administrative Agent its Pro Rata Share thereof, but no Revolving Lender shall be responsible for the failure of any other Revolving Lender to make available such other Revolving Lender's ’s Pro Rata Share of any such payment. (ii) If the L/C Issuer is a Revolving Lender or if it shall be illegal or unlawful for Borrower to incur Revolving Credit Advances as contemplated by paragraph (b)(iSection 2.2(b)(i) above because of an Event of Default described in Sections 8.1(hSection 9.1(h) or (i) or otherwise or if it shall be illegal or unlawful for any Revolving Lender to be deemed to have assumed a ratable share of the reimbursement obligations owed with respect to an L/C Issuer, or if the L/C Issuer is a Lenderany Letter of Credit Obligation, then (A) immediately and without further action whatsoever, each Revolving Lender shall be deemed to have irrevocably and unconditionally purchased from Administrative Agent (or such L/C Issuer, as the case may be) an undivided interest and participation equal to such Revolving Lender's ’s Pro Rata Share (based on the Revolving Loan Commitments) of the Letter of Credit Obligations in respect of all Letters of Credit then outstanding and (B) thereafter, immediately upon issuance of any Letter of Credit, each Revolving Lender shall be deemed to have irrevocably and unconditionally purchased from Administrative Agent (or such L/C Issuer, as the case may be) an undivided interest and participation in such Lender's Revolving Xxxxxx’s Pro Rata Share (based on the Revolving Loan Commitments) of the Letter of Credit Obligations with respect to such Letter of Credit on the date of such issuance. Each Revolving Lender shall fund its participation in all payments or disbursements made under the Letters of Credit upon Agent's request in the same manner as provided in the this Agreement with respect to Revolving Credit Advances.

Advances Automatic; Participations. (i) In the event that Agent or any Revolving Lender shall make any payment on or pursuant to any Letter of Credit Obligation, such payment shall then men be deemed automatically to constitute a Revolving Credit Advance to the applicable Borrower under Section 1.1(a) of the Agreement regardless of whether a Default or Event of Default has occurred and is continuing and notwithstanding any Borrower's ’s failure to satisfy the conditions precedent set forth in Section 2, and each Revolving Lender shall be obligated to pay its Pro Rata Share thereof in accordance with the Agreement upon Agent's requestAgreement. The failure of any Revolving Lender to make available to Agent for Agent's ’s own account its Pro Rata Share of any such Revolving Credit Advance or payment by Agent under or in respect of a Letter of Credit shall not relieve any other Revolving Lender of its obligation hereunder to make available to Agent its Pro Rata Share thereof, but no Revolving Lender shall be responsible for the failure of any other Revolving Lender to make available such other Revolving Lender's ’s Pro Rata Share of any such payment. (ii) If it shall be illegal or unlawful for any Borrower to incur Revolving Credit Advances as contemplated by paragraph (b)(i) above because of an Event of Default described in Sections Section 8.1(h) or (iSection 8.1(i) or otherwise or if it shall be illegal or unlawful for any Revolving Lender to be deemed to have assumed a ratable share of the reimbursement obligations owed to an L/C Issuer, or if the L/C Issuer is a Revolving Lender, then (A) immediately and without further action whatsoever, each Revolving Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C Issuer, as the case may be) an undivided interest and participation equal to such Revolving Lender's ’s Pro Rata Share (based on the Revolving Loan Commitments) of the Letter of Credit Obligations in respect of all Letters of Credit then outstanding and (B) thereafter, immediately upon issuance of any Letter of Credit, each Revolving Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C Issuer, as the case may be) an undivided interest and participation in such Revolving Lender's ’s Pro Rata Share (based on the Revolving Loan Commitments) of the Letter of Credit Obligations with respect to such Letter of Credit on the date of such issuance. Each Revolving Lender shall fund its participation in all payments or disbursements made under the Letters of Credit upon Agent's request in the same manner as provided in the Agreement with respect to Revolving Credit Advances.

Advances Automatic; Participations. (i) In the event that Agent or any Lender shall make any payment on or pursuant to any Letter of Credit Obligation, such payment shall then be deemed automatically to constitute a Revolving Credit Advance to Borrower under Section 1.1(a) of the Agreement regardless of whether a Default or Event of Default has occurred and is continuing and notwithstanding any Borrower's failure to satisfy the conditions precedent set forth in Section 2, and each Lender shall be obligated to pay its Pro Rata Share thereof in accordance with the Agreement upon Agent's requestAgreement. The failure of any Lender to make available to Agent for Agent's own account its Pro Rata Share of any such Revolving Credit Advance or payment by Agent under or in respect of a Letter of Credit shall not relieve any other Lender of its obligation hereunder to make available to Agent its Pro Rata Share thereof, but no Lender shall be responsible for the failure of any other Lender to make available such other Lender's Pro Rata Share of any such payment. (ii) If it shall be illegal or unlawful for any Borrower to incur Revolving Credit Advances as contemplated by paragraph (b)(i) above because of an Event of Default described in Sections 8.1(h) or (i) or otherwise or if it shall be illegal or unlawful for any Lender to be deemed to have assumed a ratable share of the reimbursement obligations owed to an L/C Issuer, or if the L/C Issuer is a Lender, then (A) immediately and without further action whatsoever, each Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C Issuer, as the case may be) an undivided interest and participation equal to such Lender's Pro Rata Share (based on the Revolving Loan Commitments) of the Letter of Credit Obligations in respect of all Letters of Credit then outstanding and (B) thereafter, immediately upon issuance of any Letter of Credit, each Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C Issuer, as the case may be) an undivided interest and participation in such Lender's Pro Rata Share (based on the Revolving Loan Commitments) of the Letter of Credit Obligations with respect to such Letter of Credit on the date of such issuance. Each Lender shall fund its participation in all payments or disbursements made under the Letters of Credit upon Agent's request in the same manner as provided in the Agreement with respect to Revolving Credit Advances.

Advances Automatic; Participations. (i) In the event that Agent or any Revolving Lender shall make any payment on or pursuant to any Letter of Credit Obligation, such payment shall then be deemed automatically to constitute a Revolving Credit Advance to Borrower under Section 1.1(a) of the Agreement regardless of whether a Default or Event of Default has shall have occurred and is be continuing and notwithstanding Borrower's failure to satisfy the conditions precedent set forth in Section 2, and each Revolving Lender shall be obligated to pay its Pro Rata Share thereof in accordance with the Agreement upon Agent's requestAgreement. The failure of any Revolving Lender to make available to Agent for Agent's own account its Pro Rata Share of any such Revolving Credit Advance or payment by Agent under or in respect of a Letter of Credit shall not relieve any other Revolving Lender of its obligation hereunder to make available to Agent its Pro Rata Share thereof, but no Revolving Lender shall be responsible for the failure of any other Revolving Lender to make available such other Revolving Lender's Pro Rata Share of any such payment. (ii) If it shall be illegal or unlawful for Borrower to incur Revolving Credit Advances as contemplated by paragraph (b)(i) above because of an Event of Default described in Sections Section 8.1(h) or (i) or otherwise or if it shall be illegal or unlawful for any Revolving Lender to be deemed to have assumed a ratable share of the reimbursement obligations owed to an L/C Issuer, or if the L/C Issuer is a Revolving Lender, then (Ai) immediately and without further action whatsoever, each Revolving Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C Issuer, as the case may be) an undivided interest and participation equal to such Revolving Lender's Pro Rata Share (based on the Revolving Loan Commitments) of the Letter of Credit Obligations in respect of all Letters of Credit then outstanding and (Bii) thereafter, immediately upon issuance of any Letter of Credit, each Revolving Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C Issuer, as the case may be) an undivided interest and participation in such Revolving Lender's Pro Rata Share (based on the Revolving Loan Commitments) of the Letter of Credit Obligations with respect to such Letter of Credit on the date of such issuance. Each Revolving Lender shall fund its participation in all payments or disbursements made under the Letters of Credit upon Agent's request in the same manner as provided in the Agreement with respect to Revolving Credit Advances.

Advances Automatic; Participations. (ia) In the event that Agent or any Lender shall make any payment on or pursuant to any Letter of Credit Obligation, such payment shall then be deemed automatically to constitute a Revolving Credit Advance to Borrower Loan under Section 1.1(a) 2.1 of the Agreement regardless of whether a Default or Event of Default has shall have occurred and is be continuing and notwithstanding Borrower's Borrowers' failure to satisfy the conditions precedent set forth in Section 2Article 5, and each Lender shall be obligated to pay its Pro Rata Share thereof in accordance with an amount calculated by applying such Lender's Commitment Percentage to the Agreement upon Agent's requestaggregate amount of such payment. The failure of any Lender to make available to Agent for Agent's own account its Pro Rata Share of an amount equivalent to a Lender's Commitment Percentage as to any such Revolving Credit Advance Loan or payment by Agent under or in respect of a Letter of Credit shall not relieve any other Lender of its obligation hereunder to make available to Agent its Pro Rata Share thereof, but no Lender shall be responsible for the failure of any other Lender an amount equivalent to make available such other Lender's Pro Rata Share of Commitment Percentage with respect thereto, but no breach by a Lender shall cause an increase in any such paymentother Lender's Commitment Percentage. (iib) If it shall be illegal or unlawful for Borrower Borrowers to incur Revolving Credit Advances as Loans in the circumstances contemplated by paragraph (b)(ia) above because of an Event of Default described in Sections 8.1(hSection 12.1(g) or (ih) or otherwise or if it shall be illegal or unlawful for any Lender to be deemed to have assumed a ratable share of the reimbursement obligations Reimbursement Obligations owed to an L/C IssuerIssuing Bank, or if the L/C Issuer Issuing Bank is a Lender, then (Ai) immediately and without further action whatsoever, each Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C IssuerIssuing Bank, as the case may be) an undivided interest and participation equal in an amount equivalent to such Lender's Pro Rata Share Commitment Percentage (based on the Revolving Loan Commitments) of the Letter of Credit Obligations in respect of all Letters of Credit then outstanding and (Bii) thereafter, immediately upon issuance of any Letter of Credit, each Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C IssuerIssuing Bank, as the case may be) an undivided interest and participation in an amount equivalent to such Lender's Pro Rata Share Commitment Percentage (based on the Revolving Loan Commitments) of the Letter of Credit Obligations with respect to such Letter of Credit on the date of such issuance. Each Lender shall fund its participation in all payments or disbursements made under the Letters of Credit upon Agent's request in the same manner as provided in the Agreement with respect to Revolving Credit AdvancesLoans.

Advances Automatic; Participations. (i) In the event that the Administrative Agent or any Lender Issuing Bank shall make any payment on or pursuant to any Letter of Credit Obligation, such payment shall then be deemed automatically to constitute a Revolving Credit Advance to Borrower Loan under Section 1.1(a) 2.01 of the this Agreement regardless of whether a Default or Event of Default has occurred and is continuing and notwithstanding Borrower's the Borrowers’ failure to satisfy the conditions precedent set forth in Section 24.02, and each Revolving Lender shall be obligated to pay its Pro Rata Share Applicable Percentage thereof in accordance with the Agreement upon Agent's requestthis Agreement. The failure of any Revolving Lender to make available to the Administrative Agent or Issuing Bank for Administrative Agent's ’s or Issuing Bank’s own account its Pro Rata Share Applicable Percentage of any such Revolving Credit Advance Loan or payment by Administrative Agent under or in respect of a Letter of Credit shall not relieve any other Revolving Lender of its obligation hereunder to make available to Administrative Agent or Issuing Bank its Pro Rata Share Applicable Percentage thereof, but no Revolving Lender shall be responsible for the failure of any other Revolving Lender to make available such other Revolving Lender's Pro Rata Share ’s Applicable Percentage of any such payment. (ii) If it shall be illegal or unlawful for Borrower to incur Revolving Credit Advances Loans as contemplated by paragraph (b)(i) above because of an Event of Default described in Sections 8.1(hSection 7.01(h) or (i) or otherwise or if it shall be illegal or unlawful for any Revolving Lender to be deemed to have assumed a ratable share of the reimbursement obligations owed to an L/C IssuerIssuing Bank, or if the L/C Issuer Issuing Bank is a Revolving Lender, then (Ai) immediately and without further action whatsoever, each Revolving Lender shall be deemed to have irrevocably and unconditionally purchased from Administrative Agent (or such L/C IssuerIssuing Bank, as the case may be) an undivided interest and participation equal to such Revolving Lender's Pro Rata Share ’s Applicable Percentage (based on the Revolving Loan Commitments) of the Letter of Credit Obligations in respect of all Letters of Credit then outstanding and (Bii) thereafter, immediately upon issuance of any Letter of Credit, each Revolving Lender shall be deemed to have irrevocably and unconditionally purchased from Administrative Agent (or such L/C IssuerIssuing Bank, as the case may be) an undivided interest and participation in such Revolving Lender's Pro Rata Share ’s Applicable Percentage (based on the Revolving Loan Commitments) of the Letter of Credit Obligations with respect to such Letter of Credit on the date of such issuance. Each Revolving Lender shall fund its participation in all payments or disbursements made under the Letters of Credit upon Agent's request in the same manner as provided in the this Agreement with respect to Revolving Credit AdvancesLoans.

Advances Automatic; Participations. (i) In the event that Agent or any Lender shall make any payment on or pursuant to any Letter of Credit Obligation, such payment shall then be deemed automatically to constitute a Revolving Credit Advance Loan to the Borrower under Section 1.1(a2.1(a) of the this Agreement regardless of whether a Default or Event of Default has occurred and is continuing and notwithstanding Borrower's ’s failure to satisfy the conditions precedent set forth in Section 26 of this Agreement, and each Lender shall be obligated to pay its Pro Rata Share thereof in accordance with the Agreement upon Agent's requestthis Agreement. The failure of any Lender to make available to Agent for Agent's ’s own account its Pro Rata Share of any such Revolving Credit Advance Loan or payment by Agent under or in respect of a Letter of Credit shall not relieve any other Lender of its obligation hereunder to make available to Agent its Pro Rata Share thereof, but no Lender shall be responsible for the failure of any other Lender to make available such other Lender's ’s Pro Rata Share of any such payment. (ii) If it shall be illegal or unlawful for Borrower to incur Revolving Credit Advances Loans as contemplated by paragraph (b)(iSection 2.4(b)(i) above because of an Event of Default described in Sections 8.1(hSection 11.1(e) or (iSection 11.1(f) or otherwise or if it shall be illegal or unlawful for any Lender to be deemed to have assumed a ratable share Pro Rata Share of the reimbursement obligations Letter of Credit Obligations owed to an L/C Issuer, or if the an L/C Issuer is a Lender, then (A) immediately and without further action whatsoever, each Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C Issuer, as the case may be) an undivided interest and participation equal to such Lender's ’s Pro Rata Share (based on the Revolving Loan Commitments) of the Letter of Credit Obligations in respect of all Letters of Credit then outstanding and (B) thereafter, immediately upon issuance of any Letter of Credit, each Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C Issuer, as the case may be) an undivided interest and participation in such Lender's ’s Pro Rata Share (based on the Revolving Loan Commitments) of the Letter of Credit Obligations with respect to such Letter of Credit on the date of such issuance. Each Lender shall fund its participation in all payments or disbursements made under the Letters of Credit upon Agent's request in the same manner as provided in the this Agreement with respect to Revolving Credit AdvancesLoans.

Advances Automatic; Participations. (i) In the event that Agent or any Revolving Lender shall make any payment on or pursuant to any Letter of Credit Obligation, such payment shall then be deemed automatically to constitute a Revolving Credit Advance to Borrower under Section 1.1(a) of the Agreement regardless of whether a Default or Event of Default has occurred and is continuing and notwithstanding Borrower's ’s failure to satisfy the conditions precedent set forth in Section 2, and and, if no Revolving Lender is a Non-Funding Lender (or if the only Non-Funding Lender is the L/C Issuer that issued such Letter of Credit), each Revolving Lender shall be obligated to pay its Pro Rata Share thereof in accordance with the Agreement Agreement. If any Revolving Lender (other than the Revolving Lender that is also the L/C Issuer that issued such Letter of Credit) is a Non-Funding Lender, that Non-Funding Lender’s Letter of Credit Obligations shall be reallocated to and assumed by the other Revolving Lenders pro rata in accordance with their Pro Rata Shares of the Revolving Loan Commitment (calculated as if the Non-Funding Lender’s Pro Rata Share was reduced to zero and each other Revolving Lender’s Pro Rata Share had been increased proportionately). If any Revolving Lender (other than the Revolving Lender that is also the L/C Issuer that issued such Letter of Credit) is a Non-Funding Lender, upon Agent's requestpayment by Agent or any Revolving Lender on or pursuant to any Letter of Credit, each Revolving Lender that is not a Non-Funding Lender shall pay to Agent for the account of such L/C Issuer its pro rata share (increased as described above) of the Letter of Credit Obligations that from time to time remain outstanding; provided that no Revolving Lender shall be required to fund any amount which would result in the sum of its outstanding Revolving Loans, outstanding Letter of Credit Obligations, the amounts of its participation in Swing Loans and its pro rata share of unparticipated amounts in Swing Line Loans (each as increased as described in subsection 1.1(c)(iii)) to exceed its Revolving Loan Commitment. The failure of any Revolving Lender to make available to Agent for Agent's ’s own account its Pro Rata Share of any such Revolving Credit Advance or payment by Agent under or in respect of a Letter of Credit shall not relieve any other Revolving Lender of its obligation hereunder to make available to Agent its Pro Rata Share thereof, but no Lender shall be responsible for the failure of any other Lender to make available such other Lender's Pro Rata Share of any such payment. (ii) If it shall be illegal or unlawful for Borrower to incur Revolving Credit Advances as contemplated by paragraph (b)(i) above because of an Event of Default described in Sections 8.1(h) or (i) or otherwise or if it shall be illegal or unlawful for any Lender to be deemed to have assumed a ratable share of the reimbursement obligations owed to an L/C Issuer, or if the L/C Issuer is a Lender, then (A) immediately and without further action whatsoever, each Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C Issuer, as the case may be) an undivided interest and participation equal to such Lender's Pro Rata Share (based on the Revolving Loan Commitments) of the Letter of Credit Obligations in respect of all Letters of Credit then outstanding and (B) thereafter, immediately upon issuance of any Letter of Credit, each Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C Issuer, as the case may be) an undivided interest and participation in such Lender's Pro Rata Share (based on the Revolving Loan Commitments) of the Letter of Credit Obligations with respect to such Letter of Credit on the date of such issuance. Each Lender shall fund its participation in all payments or disbursements made under the Letters of Credit upon Agent's request in the same manner as provided in the Agreement with respect to Revolving Credit Advances.

Advances Automatic; Participations. (i) In the event that Agent or any Revolving Lender shall make any payment on or pursuant to any Letter of Credit Obligation, such payment shall then be deemed automatically to constitute a Revolving Credit Advance Loan to the Borrower (not taking into account the limitation on the maximum amount of cash borrowings set forth in Section 1.01(a)) under Section 1.1(a) of the this Agreement regardless of whether a Default or Event of Default has occurred and or is continuing and notwithstanding the Borrower's ’s failure to satisfy the conditions precedent set forth in Section 2, and each Article IV. Each Revolving Lender shall be obligated to pay its Pro Rata Share thereof of each Letter of Credit Obligation in accordance with the Agreement upon Agent's requestthis Agreement. The failure of any Revolving Lender to make available to Agent for Agent's own account its Pro Rata Share of any such Revolving Credit Advance or payment by Agent Loan under or in respect of a Letter of Credit shall not relieve any other Revolving Lender of its obligation hereunder to make available to Agent its Pro Rata Share thereof, but no Revolving Lender shall be responsible for the failure of any other Revolving Lender to make available such other Revolving Lender's ’s Pro Rata Share of any such payment. (ii) If it shall be illegal or unlawful for the Borrower to incur a Revolving Credit Advances Loan as contemplated by paragraph (b)(i) above because of an Event of Default described in Sections 8.1(h) or (i) or otherwise or if it shall be illegal or unlawful for any Revolving Lender to be deemed to have assumed a ratable share of the reimbursement obligations owed to an L/C Issuer, or if the L/C Issuer is a Lender, then (A) immediately and without further action whatsoever, each Revolving Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C Issuer, as the case may be) Issuer an undivided interest and participation equal to such Revolving Lender's ’s Pro Rata Share (based on the Revolving Loan Commitments) of the Letter of Credit Obligations in respect of all Letters of Credit then outstanding and (B) thereafter, immediately upon issuance of any Letter of Credit, each Revolving Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C Issuer, as the case may be) Issuer an undivided interest and participation in such Revolving Lender's ’s Pro Rata Share (based on the Revolving Loan Commitments) of the Letter of Credit Obligations with respect to such Letter of Credit on the date of such issuance. Each Revolving Lender shall fund its participation in all payments or disbursements made under the Letters of Credit upon Agent's request in the same manner as provided in the Agreement Section 1.01 with respect to Revolving Credit AdvancesLoans.

Advances Automatic; Participations. (i) In the event that Agent or any Lender shall make any payment on or pursuant to any Letter of Credit Obligation, such payment shall then be deemed automatically to constitute a Revolving Credit Advance to Borrower under Section 1.1(a) of the Agreement regardless of whether a Default or Event of Default has occurred and is continuing and notwithstanding Borrower's ’s failure to satisfy the conditions precedent set forth in Section 22 of the Agreement, and each Lender shall be obligated to pay its Pro Rata Share thereof in accordance with the Agreement upon Agent's requestAgreement. The failure of any Lender to make available to Agent for Agent's ’s own account its Pro Rata Share of any such Revolving Credit Advance or payment by Agent under or in respect of a Letter of Credit shall not relieve any other Lender of its obligation hereunder to make available to Agent its Pro Rata Share thereof, but no Lender shall be responsible for the failure of any other Lender to make available such other Lender's ’s Pro Rata Share of any such payment. (ii) If it shall be illegal or unlawful for Borrower to incur Revolving Credit Advances as contemplated by paragraph (b)(i) above because of an Event of Default described in Sections 8.1(h8.1(f)(ii) or (ig) or otherwise or if it shall be illegal or unlawful for any Lender to be deemed to have assumed a ratable share of the reimbursement obligations owed to an L/C Issuer, or if the L/C Issuer is a Lender, then (Ai) immediately and without further action whatsoever, each Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C Issuer, as the case may be) an undivided interest and participation equal to such Lender's ’s Pro Rata Share (based on the Revolving Loan Credit Commitments) of the Letter of Credit Obligations in respect of all Letters of Credit then outstanding and (Bii) thereafter, immediately upon issuance of any Letter of Credit, each Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C Issuer, as the case may be) an undivided interest and participation in such Lender's ’s Pro Rata Share (based on the Revolving Loan Credit Commitments) of the Letter of Credit Obligations with respect to such Letter of Credit on the date of such issuance. Each Lender shall fund its participation in all payments or disbursements made under the Letters of Credit upon Agent's request in the same manner as provided in the Agreement with respect to Revolving Credit Advances.

Advances Automatic; Participations. (i) In the event that Agent or any Revolving Lender shall make any payment on or pursuant to any Letter of Credit Obligation, such payment shall then be deemed automatically to constitute a Revolving Credit Advance to Borrower under Section 1.1(a) of the Agreement regardless of whether a Default or Event of Default has shall have occurred and is be continuing and notwithstanding Borrower's failure to satisfy the conditions precedent set forth in Section 2, and each Revolving Lender shall be obligated to pay its Pro Rata Share thereof in accordance with the Agreement upon Agent's requestAgreement. The failure of any Revolving Lender to make available to Agent for Agent's own account its Pro Rata Share of any such Revolving Credit Advance or payment by Agent under or in respect of a Letter of Credit shall not relieve any other Revolving Lender of its obligation hereunder to make available to Agent its Pro Rata Share thereof, but no Revolving Lender shall be responsible for the failure of any other Revolving Lender to make available such other Revolving Lender's Pro Rata Share of any such payment. (ii) If it shall be illegal or unlawful for Borrower to incur Revolving Credit Advances as contemplated by paragraph (b)(i) above because of an Event of Default described in Sections 8.1(h) or (i) or otherwise or if it shall be illegal or unlawful for any Revolving Lender to be deemed to have assumed a ratable share of the reimbursement obligations owed to an L/C Issuer, or if the L/C Issuer is a Revolving Lender, then (A) immediately and without further action whatsoever, each Revolving Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C Issuer, as the case may be) an undivided interest and participation equal to such Revolving Lender's Pro Rata Share (based on the Revolving Loan Commitments) of the Letter of Credit Obligations in respect of all Letters of Credit then outstanding and (B) thereafter, immediately upon issuance of any Letter of Credit, each Revolving Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C Issuer, as the case may be) an undivided interest and participation in such Revolving Lender's Pro Rata Share (based on the Revolving Loan Commitments) of the Letter of Credit Obligations with respect to such Letter of Credit on the date of such issuance. Each Lender shall fund its participation in all payments or disbursements made under the Letters of Credit upon Agent's request in the same manner as provided in the Agreement with respect to Revolving Credit Advances.

Advances Automatic; Participations. (i) In the event that the Administrative Agent or any Lender Issuing Bank shall make any payment on or pursuant to any Letter of Credit Obligation, such payment shall then be deemed automatically to constitute a Revolving Credit Advance to Borrower Loan under Section 1.1(a) 2.01 of the this Agreement regardless of whether a Default or an Event of Default has occurred and is continuing and notwithstanding Borrower's the Borrowers’ failure to satisfy the conditions precedent set forth in Section 24.02, and each Lender shall be obligated to pay its Pro Rata Share Applicable Percentage thereof in accordance with the Agreement upon Agent's requestthis Agreement. The failure of any Lender to make available to the Administrative Agent or Issuing Bank for Exhibit A to FirstFourth Amendment #37466145 Administrative Agent's ’s or Issuing Bank’s own account its Pro Rata Share Applicable Percentage of any such Revolving Credit Advance Loan or payment by Administrative Agent under or in respect of a Letter of Credit shall not relieve any other Lender of its obligation hereunder to make available to Administrative Agent or Issuing Bank its Pro Rata Share Applicable Percentage thereof, but no Lender shall be responsible for the failure of any other Lender to make available such other Lender's Pro Rata Share ’s Applicable Percentage of any such payment. (ii) If it shall be illegal or unlawful for any Borrower to incur Revolving Credit Advances Loans as contemplated by paragraph (b)(iSection 2.06(b)(i) above because of an Event of Default described in Sections 8.1(hSection 7.01(g), Section 7.01(h), Section 7.01(i) or (i) or otherwise or otherwise, if it shall be illegal or unlawful for any Lender to be deemed to have assumed a ratable share of the reimbursement obligations owed to an L/C IssuerIssuing Bank, or if the L/C Issuer Issuing Bank is a Lender, then (Ai) immediately and without further action whatsoever, each Lender shall be deemed to have irrevocably and unconditionally purchased from Administrative Agent (or such L/C IssuerIssuing Bank, as the case may be) an undivided interest and participation equal to such Lender's Pro Rata Share ’s Applicable Percentage (based on the Revolving Loan Commitments) of the Letter of Credit Obligations in respect of all Letters of Credit then outstanding and (Bii) thereafter, immediately upon issuance of any Letter of Credit, each Lender shall be deemed to have irrevocably and unconditionally purchased from Administrative Agent (or such L/C IssuerIssuing Bank, as the case may be) an undivided interest and participation in such Lender's Pro Rata Share ’s Applicable Percentage (based on the Revolving Loan Commitments) of the Letter of Credit Obligations with respect to such Letter of Credit on the date of such issuance. Each Lender shall fund its participation in all payments or disbursements made under the Letters of Credit upon Agent's request in the same manner as provided in the this Agreement with respect to Revolving Credit AdvancesLoans.

Advances Automatic; Participations. (i) In the event that Administrative Agent or any Revolving Lender shall make any payment to an L/C Issuer on or pursuant to any Letter of Credit Obligation, such payment shall then be deemed automatically to constitute a Revolving Credit an Advance to the Borrower under Section 1.1(a2.1(a) of the Agreement regardless of whether a Default or Event of Default has shall have occurred and is be continuing and notwithstanding the Borrower's ’s failure to satisfy the conditions precedent set forth in Section 2Article III, and each Revolving Lender shall be obligated to pay its Pro Rata Share thereof in accordance with the Agreement upon Agent's requestthis Agreement. The failure of any Revolving Lender to make available to Administrative Agent for Agent's own account its Pro Rata Share of any such Revolving Credit Advance or payment by Administrative Agent under or in respect of a Letter of Credit shall not relieve any other Revolving Lender of its obligation hereunder to make available to Administrative Agent its Pro Rata Share thereof, but no Revolving Lender shall be responsible for the failure of any other Revolving Lender to make available such other Revolving Lender's ’s Pro Rata Share of any such payment. (ii) If the L/C Issuer is a Revolving Lender or if it shall be illegal or unlawful for Borrower to incur Revolving Credit Advances as contemplated by paragraph (b)(iSection 2.2(b)(i) above because of an Event of Default described in Sections 8.1(hSection 9.1(h) or (i) or otherwise or if it shall be illegal or unlawful for any Revolving Lender to be deemed to have assumed a ratable share of the reimbursement obligations owed with respect to an L/C Issuer, or if the L/C Issuer is a Lenderany Letter of Credit Obligation, then (A) immediately and without further action whatsoever, each Revolving Lender shall be deemed to have irrevocably and unconditionally purchased from Administrative Agent (or such L/C Issuer, as the case may be) an undivided interest and participation equal to such Revolving Lender's ’s Pro Rata Share (based on the Revolving Loan Commitments) of the Letter of Credit Obligations in respect of all Letters of Credit then outstanding and (B) thereafter, immediately upon issuance of any Letter of Credit, each Revolving Lender shall be deemed to have irrevocably and unconditionally purchased from Administrative Agent (or such L/C Issuer, as the case may be) an undivided interest and participation in such Revolving Lender's ’s Pro Rata Share (based on the Revolving Loan Commitments) of the Letter of Credit Obligations with respect to such Letter of Credit on the date of such issuance. Each Revolving Lender shall fund its participation in all payments or disbursements made under the Letters of Credit upon Agent's request in the same manner as provided in the this Agreement with respect to Revolving Credit Advances.

Advances Automatic; Participations. (i) In the event that Agent or any Lender shall make any payment on or pursuant to any Letter of Credit Obligation, such payment shall then be deemed automatically to constitute a Revolving Credit Advance to Borrower under Section 1.1(a) of the Agreement regardless of whether a Default or Event of Default has occurred and is continuing and notwithstanding Borrower's ’s failure to satisfy the conditions precedent set forth in Section 2, and each Lender shall be obligated to pay its Pro Rata Share thereof in accordance with the Agreement upon Agent's requestAgreement. The failure of any Lender to make available to Agent for Agent's ’s own account its Pro Rata Share of any such Revolving Credit Advance or payment by Agent under or in respect of a Letter of Credit shall not relieve any other Lender of its obligation hereunder to make available to Agent its Pro Rata Share thereof, but no Lender shall be responsible for the failure of any other Lender to make available such other Lender's ’s Pro Rata Share of any such payment. (ii) If it shall be illegal or unlawful for Borrower to incur Revolving Credit Advances as contemplated by paragraph (b)(i) above because of an Event of Default described in Sections 8.1(h) or (i) or otherwise or if it shall be illegal or unlawful for any Lender to be deemed to have assumed a ratable share of the reimbursement obligations owed to an L/C Issuer, or if the L/C Issuer is a Lender, then (Ai) immediately and without further action whatsoever, each Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C Issuer, as the case may be) an undivided interest and participation equal to such Lender's ’s Pro Rata Share (based on the Revolving Loan Commitments) of the Letter of Credit Obligations in respect of all Letters of Credit then outstanding and (Bii) thereafter, immediately upon issuance of any Letter of Credit, each Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C Issuer, as the case may be) an undivided interest and participation in such Lender's ’s Pro Rata Share (based on the Revolving Loan Commitments) of the Letter of Credit Obligations with respect to such Letter of Credit on the date of such issuance. Each Lender shall fund its participation in all payments or disbursements made under the Letters of Credit upon Agent's request in the same manner as provided in the Agreement with respect to Revolving Credit Advances.

Advances Automatic; Participations. (ia) In the event that Agent or any Lender shall make any payment on or pursuant to any Letter of Credit Obligation, such payment shall then be deemed automatically to constitute a Revolving Credit an Advance to Borrower under Section 1.1(a) SECTION 2.2 of the Agreement regardless of whether a Default or Event of Default has shall have occurred and is be continuing and notwithstanding the Borrower's failure to satisfy the conditions precedent set forth in Section 2ARTICLE 5, and each Lender shall be obligated to pay its Pro Rata Share thereof in accordance with an amount calculated by applying such Lender's Commitment Percentage to the Agreement upon Agent's requestaggregate amount of such payment. The failure of any Lender to make available to Agent for Agent's own account its Pro Rata Share of an amount equivalent to such Lender's Commitment Percentage as to any such Revolving Credit Advance Loan or payment by Agent under or in respect of a Letter of Credit shall not relieve any other Lender of its obligation hereunder to make available to Agent its Pro Rata Share thereof, but no Lender shall be responsible for the failure of any other Lender an amount equivalent to make available such other Lender's Pro Rata Share of Commitment Percentage with respect thereto, but no breach by a Lender shall cause an increase in any such paymentother Lender's Commitment Percentage. (iib) If it shall be illegal or unlawful for the Borrower to incur Revolving Credit Advances as Loans in the circumstances contemplated by paragraph PARAGRAPH (b)(iA) above or if such Revolving Credit Loans are unavailable to Borrower because of an Event of Default described in Sections 8.1(hSECTION 12.1(G) or (iH) or otherwise or if it shall be illegal or unlawful for any Lender to be deemed to have assumed a ratable share of the reimbursement obligations Reimbursement Obligations owed to an L/C Issuer, or if the L/C Issuer is a LenderIssuing Bank, then (Ai) immediately and without further action whatsoever, each Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C IssuerIssuing Bank, as the case may be) an undivided interest and participation equal in an amount equivalent to such Lender's Pro Rata Share Commitment Percentage (based on the Revolving Loan Commitments) of the Letter of Credit Obligations in respect of all Letters of Credit then outstanding and (Bii) thereafter, immediately upon issuance of any Letter of Credit, each Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C IssuerIssuing Bank, as the case may be) an undivided interest and participation in an amount equivalent to such Lender's Pro Rata Share Commitment Percentage (based on the Revolving Loan Commitments) of the Letter of Credit Obligations with respect to such Letter of Credit on the date of such issuance. Each Lender shall fund its participation in all payments or disbursements made under the Letters of Credit upon Agent's request in the same manner as provided in the Agreement with respect to Revolving Credit AdvancesAdvances as set out in SECTION 2.2(B) hereof.

Advances Automatic; Participations. (i) In the event that Agent or any Lender shall make any payment on or pursuant to any Letter of Credit Obligation, such payment shall then be deemed automatically to constitute a Revolving Credit Advance to Borrower under Section 1.1(a) of the Agreement regardless of whether a Default or Event of Default has occurred and is continuing and notwithstanding Borrower's ’s failure to satisfy the conditions precedent set forth in Section 22 of the Agreement, and each Lender shall be obligated to pay its Pro Rata Share thereof in accordance with the Agreement upon Agent's requestAgreement. The failure of any Lender to make available to Agent for Agent's ’s own account its Pro Rata Share of any such Revolving Credit Advance or payment by Agent under or in respect of a Letter of Credit shall not relieve any other Lender of its obligation hereunder to make available to Agent its Pro Rata Share thereof, but no Lender shall be responsible for the failure of any other Lender to make available such other Lender's ’s Pro Rata Share of any such payment. (ii) If it shall be illegal or unlawful for Borrower to incur Revolving Credit Advances as contemplated by paragraph (b)(i) above because of an Event of Default described in Sections 8.1(h8.1(f)(ii) or (ig) or otherwise or if it shall be illegal or unlawful for any Lender to be deemed to have assumed a ratable share of the reimbursement obligations owed to an L/C Issuer, or if the L/C Issuer is a Lender, then (Ai) immediately and without further action whatsoever, each Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C Issuer, as the case may be) an undivided interest and participation equal to such Lender's ’s Pro Rata Share (based on the Revolving Loan Commitments) of the Letter of Credit Obligations in respect of all Letters of Credit then outstanding and (Bii) thereafter, immediately upon issuance of any Letter of Credit, each Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C Issuer, as the case may be) an undivided interest and participation in such Lender's ’s Pro Rata Share (based on the Revolving Loan Commitments) of the Letter of Credit Obligations with respect to such Letter of Credit on the date of such issuance. Each Lender shall fund its participation in all payments or disbursements made under the Letters of Credit upon Agent's request in the same manner as provided in the Agreement with respect to Revolving Credit Advances.

Advances Automatic; Participations. (i) In the event that Administrative Agent or any Revolving Lender shall make any payment on or pursuant to any Letter of Credit Obligation, such payment shall then be deemed automatically to constitute a Revolving Credit Advance to Borrower under Section 1.1(a) of the Agreement regardless of whether a Default or Event of Default has shall have occurred and is be continuing and notwithstanding Borrower's failure to satisfy the conditions precedent set forth in Section 2, and each Revolving Lender shall be obligated to pay its Pro Rata Share thereof in accordance with the Agreement upon Agent's requestAgreement. The failure of any Revolving Lender to make available to Administrative Agent for Administrative Agent's own account its Pro Rata Share of any such Revolving Credit Advance or payment by Administrative Agent under or in respect of a Letter of Credit shall not relieve any other Revolving Lender of its obligation hereunder to make available to Administrative Agent its Pro Rata Share thereof, but no Revolving Lender shall be responsible for the failure of any other Revolving Lender to make available such other Revolving Lender's Pro Rata Share of any such payment. (ii) . If it shall be illegal or unlawful for Borrower to incur Revolving Credit Advances as contemplated by paragraph (b)(i) above because of an Event of Default described in Sections Section 8.1(h) or (i) or otherwise or if it shall be illegal or unlawful for any Revolving Lender to be deemed to have assumed a ratable share of the reimbursement obligations owed to an L/C Issuer, or if the L/C Issuer is a Revolving Lender, then (Ai) immediately and without further action whatsoever, each Revolving Lender shall be deemed to have irrevocably and unconditionally purchased from Administrative Agent (or such L/C Issuer, as the case may be) an undivided interest and participation equal to such Revolving Lender's Pro Rata Share (based on the Revolving Loan Commitments) of the Letter of Credit Obligations in respect of all Letters of Credit then outstanding and (Bii) thereafter, immediately upon issuance of any Letter of Credit, each Revolving Lender shall be deemed to have irrevocably and unconditionally purchased from Administrative Agent (or such L/C Issuer, as the case may be) an undivided interest and participation in such Revolving Lender's Pro Rata Share (based on the Revolving Loan Commitments) of the Letter of Credit Obligations with respect to such Letter of Credit on the date of such issuance. Each Revolving Lender shall fund its participation in all payments or disbursements made under the Letters of Credit upon Agent's request in the same manner as provided in the Agreement with respect to Revolving Credit Advances.

Advances Automatic; Participations. (i) In If no Lender is a Non-Funding Lender, in the event that Agent or any Lender L/C Issuer shall make any payment on or pursuant to any Letter of Credit Obligation, such payment shall then be deemed automatically to constitute a Revolving Credit Advance to Borrower under Section 1.1(a2.1(a) of the Agreement regardless of whether a Default or Event of Default has occurred and is continuing continuing, and notwithstanding Borrower's any Borrowers’ failure to satisfy the conditions precedent set forth in Section 23.2, and and, if no Lender is a Non-Funding Lender (or if the only Non-Funding Lender is the L/C Issuer that issued such Letter of Credit), each Lender shall be obligated to pay its Pro Rata Share thereof in accordance with this Agreement. If any Lender is a Non-Funding Lender and the Agreement upon Agent's requestconditions precedent set forth in Section 3.2 are satisfied at such time, that Non-Funding Lender’s Letter of Credit Obligations shall be reallocated to and assumed by the other Lenders pro rata in accordance with their Pro Rata Share of the Revolving Loan (calculated as if the Non-Funding Lender’s Pro Rata Share was reduced to zero and each other Lender’s Pro Rata Share had been increased proportionately); provided that no Lender shall be reallocated any Letter of Credit Obligations to the extent such reallocation shall cause its Pro Rata Share of the Aggregate Revolving Credit Exposure to exceed its Commitment. If any Lender is a Non-Funding Lender, each Lender that is not a Non-Funding Lender shall pay to Agent for the account of such L/C Issuer its Pro Rata Share (increased as described above) of the Letter of Credit Obligations that from time to time remain outstanding; provided that no Lender shall be required to fund any amount to the extent such funding shall cause its Pro Rata Share of the Aggregate Revolving Credit Exposure to exceed its Commitment. The failure of any Lender to make available to Agent for Agent's own the applicable L/C Issuer’s account its Pro Rata Share of any such Revolving Credit Advance or payment by Agent under or in respect of a Letter of Credit to the applicable L/C Issuer shall not relieve any other Lender of its obligation hereunder to make available to Agent its Pro Rata Share thereof, but no Lender shall be responsible for the failure of any other Lender to make available such other Lender's Pro Rata Share of any such payment. (ii) If it shall be illegal or unlawful for Borrower Borrowers to incur Revolving Credit Advances as contemplated by paragraph (b)(iSection 2.2(b)(i) above because of an Event of Default described in Sections 8.1(h) or (i) or otherwise above, or if it shall be illegal or unlawful for any Lender to be deemed to have assumed a ratable share of the reimbursement obligations owed to an any L/C Issuer, or if the L/C Issuer is a Lender, then (A) immediately and without further action whatsoever, each Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C Issuer, as the case may be) Issuer an undivided interest and participation equal to such Lender's ’s Pro Rata Share (based on the Revolving Loan Commitmentsits Commitment) of the Letter of Credit Obligations in respect of all Letters of Credit then outstanding outstanding, and (B) thereafter, immediately upon issuance of any Letter of Credit, each Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C Issuer, as the case may be) Issuer an undivided interest and participation in such Lender's ’s Pro Rata Share (based on the Revolving Loan Commitmentsits Commitment) of the Letter of Credit Obligations with respect to such Letter of Credit on the date of such issuance. Each Lender shall fund its participation in all payments or disbursements made under the Letters of Credit upon Agent's request in the same manner as provided in the this Agreement with respect to Revolving Credit Advances. (iii) In determining whether to pay under any Letter of Credit, no L/C Issuer shall have any obligation relative to the other Lenders other than to confirm that any documents required to be delivered under such Letter of Credit 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 taken by an L/C Issuer under or in connection with any Letter of Credit issued by it shall not create for such L/C Issuer any resulting liability to Borrowers, 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 L/C Issuer (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Advances Automatic; Participations. (ia) In the event that the Administrative Agent or any Lender shall make any payment on or pursuant to any Letter of Credit L/C Obligation, such payment shall then be deemed automatically to constitute a Revolving Credit Advance Loan that is a Base Rate Loan to the applicable Borrower under Section 1.1(a) of the Agreement subsection 2.5 regardless of whether a Default or Event of Default has shall have occurred and is be continuing and notwithstanding any Borrower's failure to satisfy the conditions precedent set forth in Section 28, and each Lender shall be obligated to pay its Pro Rata Share Commitment Percentage thereof in accordance with to the Agreement upon Administrative Agent for the Administrative Agent's requestown account. The failure of any Lender to make available to the Administrative Agent for Agent's own account its Pro Rata Share Commitment Percentage of any such Revolving Credit Advance Loan or payment by the Administrative Agent under or in respect of a Letter of Credit shall not relieve any other Lender of its obligation hereunder to make available to the Administrative Agent its Pro Rata Share Commitment Percentage thereof, but no Lender shall be responsible for the failure of any other Lender to make available such other Lender's Pro Rata Share Commitment Percentage of any such payment. (iib) If the Administrative Agent shall have determined in its discretion that it shall be illegal or unlawful is not appropriate for any Borrower to incur Revolving Credit Advances Loans as contemplated by paragraph (b)(isubsection 3.2(a) above because of an Event of Default described in Sections 8.1(h) or (isubsection 12(g) or otherwise or if it shall be illegal or unlawful for any Lender to be deemed to have assumed a ratable share of the reimbursement obligations owed to an L/C Issuer, or if the any L/C Issuer is a Lender, then (Ai) immediately and without further action whatsoever, each Lender shall be deemed to have irrevocably and unconditionally purchased from the Administrative Agent (or such L/C Issuer, as the case may be) an undivided interest and participation equal to such Lender's Pro Rata Share (based on the Revolving Loan Commitments) Commitment Percentage of the Letter of Credit L/C Obligations in respect of all Letters of Credit then outstanding (or the Letters of Credit issued by such L/C Issuer, as the case may be), and (Bii) thereafter, immediately upon issuance of any Letter of CreditCredit (or any Letter of Credit issued by such L/C Issuer, as the case may be), each Lender shall be deemed to have irrevocably and unconditionally purchased from the Administrative Agent (or such L/C Issuer, as the case may be) an undivided interest and participation in equal to such Lender's Pro Rata Share (based on the Revolving Loan Commitments) Commitment Percentage of the Letter of Credit L/C Obligations with respect to such Letter of Credit on the date of such issuance. Each Lender shall fund its participation in all payments or disbursements made under in respect of the Letters of Credit upon Agent's request in the same manner as provided in the this Agreement with respect to Revolving Credit AdvancesLoans.

Advances Automatic; Participations. (i) In If no Revolving Lender is a Non-Funding Lender, in the event that Agent or any Revolving Lender shall make any payment on or pursuant to any Letter of Credit Obligation, such payment shall then be deemed automatically to constitute a Revolving Credit Advance to Borrower under Section 1.1(a1.1(a)(i) of the this Agreement regardless of whether a Default or Event of Default has occurred and is continuing and notwithstanding any Borrower's ’s failure to satisfy the conditions precedent set forth in Section 2, and and, if no Revolving Lender is a Non-Funding Lender (or if the only Non-Funding Lender is the L/C Issuer that issued such Letter of Credit), each Revolving Lender shall be obligated to pay its Pro Rata Share thereof in accordance with this Agreement. If any Revolving Lender is a Non-Funding Lender, that Non-Funding Lender’s Letter of Credit Obligations shall be reallocated to and assumed by the Agreement upon Agent's requestother Revolving Lenders pro rata in accordance with their Pro Rata Share of the Revolving Loan (calculated as if the Non-Funding Lender’s Pro Rata Share was reduced to zero and each other Revolving Lender’s Pro Rata Share had been increased proportionately). If any Revolving Lender is a Non-Funding Lender, each Revolving Lender that is not a Non-Funding Lender shall pay to Agent for the account of such L/C Issuer its Pro Rata Share (increased as described above) of the Letter of Credit Obligations that from time to time remain outstanding; provided that no Revolving Lender shall be required to fund any amount in excess of its Revolving Loan Commitment. The failure of any Revolving Lender to make available to Agent for Agent's ’s own account its Pro Rata Share of any such Revolving Credit Advance or payment by Agent under or in respect of a Letter of Credit shall not relieve any other Revolving Lender of its obligation hereunder to make available to Agent its Pro Rata Share thereof, but no Lender shall be responsible for the failure of any other Lender to make available such other Lender's Pro Rata Share of any such payment. (ii) If it shall be illegal or unlawful for Borrower to incur Revolving Credit Advances as contemplated by paragraph (b)(i) above because of an Event of Default described in Sections 8.1(h) or (i) or otherwise or if it shall be illegal or unlawful for any Lender to be deemed to have assumed a ratable share of the reimbursement obligations owed to an L/C Issuer, or if the L/C Issuer is a Lender, then (A) immediately and without further action whatsoever, each Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C Issuer, as the case may be) an undivided interest and participation equal to such Lender's Pro Rata Share (based on the Revolving Loan Commitments) of the Letter of Credit Obligations in respect of all Letters of Credit then outstanding and (B) thereafter, immediately upon issuance of any Letter of Credit, each Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C Issuer, as the case may be) an undivided interest and participation in such Lender's Pro Rata Share (based on the Revolving Loan Commitments) of the Letter of Credit Obligations with respect to such Letter of Credit on the date of such issuance. Each Lender shall fund its participation in all payments or disbursements made under the Letters of Credit upon Agent's request in the same manner as provided in the Agreement with respect to Revolving Credit Advances.

Advances Automatic; Participations. (i) In the event that Agent or any U.S. Revolving Lender shall make any payment on or pursuant to any U.S. Letter of Credit Obligation, such payment shall then be deemed automatically to constitute a U.S. Revolving Credit Advance to the U.S. Borrower under Section 1.1(a) of the Agreement regardless of whether a Default or Event of Default has occurred and is continuing and notwithstanding U.S. Borrower's failure to satisfy the conditions precedent set forth in Section 2, and each U.S. Revolving Lender shall be obligated to pay its Pro Rata Share thereof in accordance with the Agreement upon Agent's requestAgreement. The failure of any U.S. Revolving Lender to make available to Agent for Agent's own account its Pro Rata Share of any such U.S. Revolving Credit Advance or payment by Agent under or in respect of a U.S. Letter of Credit shall not relieve any other U.S. Revolving Lender of its obligation hereunder to make available to Agent its Pro Rata Share thereof, but no U.S. Revolving Lender shall be responsible for the failure of any other U.S. Revolving Lender to make available such other U.S. Revolving Lender's Pro Rata Share of any such payment. (ii) If it shall be illegal or unlawful for U.S. Borrower to incur U.S. Revolving Credit Advances as contemplated by paragraph (b)(i) above because of an Event of Default described in Sections 8.1(h) or (i) or otherwise or if it shall be illegal or unlawful for any U.S. Revolving Lender to be deemed to have assumed a ratable share of the reimbursement obligations owed to an U.S. L/C Issuer, or if the U.S. L/C Issuer is a U.S. Revolving Lender, then (A) immediately and without further action whatsoever, each U.S. Revolving Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such U.S. L/C Issuer, as the case may be) an undivided interest and participation equal to such U.S. Revolving Lender's Pro Rata Share (based on the U.S. Revolving Loan Commitments) of the U.S. Letter of Credit Obligations in respect of all U.S. Letters of Credit then outstanding and (B) thereafter, immediately upon issuance of any U.S. Letter of Credit, each U.S. Revolving Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such U.S. L/C Issuer, as the case may be) an undivided interest and participation in such U.S. Revolving Lender's Pro Rata Share (based on the U.S. Revolving Loan Commitments) of the U.S. Letter of Credit Obligations with respect to such U.S. Letter of Credit on the date of such issuance. Each U.S. Revolving Lender shall fund its participation in all payments or disbursements made under the U.S. Letters of Credit upon Agent's request in the same manner as provided in the Agreement with respect to U.S. Revolving Credit Advances.

Advances Automatic; Participations. (i) In the event that Agent the L/C Issuer makes or any Lender shall is required to make any payment on or pursuant to any Letter of Credit ObligationCredit, (1) it shall promptly notify Agent and Borrower thereof, (2) Agent shall pay the L/C Issuer the amount of such payment within one Business Day after receipt of such notice, and (3) such payment shall then be deemed automatically to constitute be a Revolving Credit Advance to Borrower Loan under Section 1.1(a2.2(a) of the Agreement this Agreement, regardless of whether a Default or Event of Default has occurred and is continuing and notwithstanding Borrower's failure to satisfy the conditions precedent set forth in Section 24.2, and each Revolving Lender shall be obligated to pay its Pro Rata Share thereof in accordance with the Agreement upon Agent's requestthis Agreement. The failure of any Revolving Lender to make available to Agent for Agent's own account its Pro Rata Share of any such Revolving Credit Advance Loan or payment by Agent under or in respect of a Letter of Credit to the L/C Issuer shall not relieve any other Revolving Lender of its obligation hereunder to make available to Agent its Pro Rata Share thereof, but no Revolving Lender shall be responsible for the failure of any other Revolving Lender to make available such other Revolving Lender's Pro Rata Share of any such payment. (ii) If it Borrower shall be illegal or unlawful for Borrower unable to incur Revolving Credit Advances Loans as contemplated by paragraph (b)(ic)(i) above because of an Event of Default described in Sections 8.1(h) or (iSection 8.1(g) or otherwise or if it shall be illegal or unlawful for any Revolving Lender to be deemed to have assumed a ratable share of the reimbursement obligations owed to an the L/C Issuer, or if the L/C Issuer is a Lender, then (A) immediately and without further [*] Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. action whatsoever, each Revolving Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such the L/C Issuer, as the case may be) Issuer an undivided interest and participation equal to such Revolving Lender's Pro Rata Share (based on the its Revolving Loan CommitmentsCommitment) of the Letter of Credit Obligations in respect of all Letters of Credit then outstanding and (B) thereafter, immediately upon issuance of any Letter of Credit, each Revolving Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such the L/C Issuer, as the case may be) Issuer an undivided interest and participation in such Revolving Lender's Pro Rata Share (based on the its Revolving Loan CommitmentsCommitment) of the Letter of Credit Obligations with respect to such Letter of Credit on the date of such issuance. Each Revolving Lender shall fund its participation in all payments or disbursements made under the Letters of Credit upon Agent's request in the same manner as provided in the this Agreement with respect to Revolving Credit AdvancesLoans, and Agent shall reimburse the L/C Issuer for such payment and disbursements as set forth in clause (i) above. (iii) The obligations of Revolving Lenders under clauses (i) and (ii) above shall be for the benefit of Agent and L/C Issuer and may be enforced by L/C Issuer.

Advances Automatic; Participations. (i) In If no Lender is a Non-Funding Lender, in the event that Agent or any Lender shall make any payment on or pursuant to any Letter of Credit Obligation, such payment shall then be deemed automatically to constitute a Revolving Credit Advance to Borrower under Section 1.1(a2.1(a) of the Agreement regardless of whether a Default or Event of Default has occurred and is continuing and notwithstanding Borrower's any Borrowers’ failure to satisfy the conditions precedent set forth in Section 23.2, and and, if no Lender is a Non-Funding Lender, (or if the only Non-Funding Lender is the L/C Issuer that issued such Letter of Credit), each Lender shall be obligated to pay its Pro Rata Share thereof in accordance with this Agreement. If any Lender is a Non-Funding Lender and the Agreement upon Agent's requestconditions precedent set forth in Section 3.2 are satisfied at such time, that Non-Funding Lender’s Letter of Credit Obligations shall be reallocated to and assumed by the other Lenders pro rata in accordance with their Pro Rata Share of the Revolving Loan (calculated as if the Non-Funding Lender’s Pro Rata Share was reduced to zero and each other Lender’s Pro Rata Share had been increased proportionately). If any Lender is a Non-Funding Lender, each Lender that is not a Non-Funding Lender shall pay to Funding Agent for the account of such L/C Issuer its Pro Rata Share (increased as described above) of the Letter of Credit Obligations that from time to time remain outstanding; provided that no Lender shall be required to fund any amount in excess of its Revolver 1 Commitment or Revolver 2 Commitment, as the case may be. The failure of any Lender to make available to Funding Agent for Funding Agent's ’s own account its Pro Rata Share of any such Revolving Credit Advance or payment by Funding Agent under or in respect of a Letter of Credit to the L/C Issuer shall not relieve any other Lender of its obligation hereunder to make available to Funding Agent its Pro Rata Share thereof, but no Lender shall be responsible for the failure of any other Lender to make available such other Lender's Pro Rata Share of any such payment. (ii) If it shall be illegal or unlawful for Borrower Borrowers to incur Revolving Credit Advances as contemplated by paragraph (b)(iSection 2.2(b)(i) above because of an Event of Default described in Sections 8.1(h) or (i) or otherwise or if it shall be illegal or unlawful for any Lender to be deemed to have assumed a ratable share of the reimbursement obligations owed to an the L/C Issuer, or if the L/C Issuer is a Lender, then (A) immediately and without further action whatsoever, each Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C Issuer, as the case may be) an undivided interest and participation equal to such Lender's ’s Pro Rata Share (based on the Revolving Loan Commitmentsits Commitment) of the Letter of Credit Obligations in respect of all Letters of Credit then outstanding and (B) thereafter, immediately upon issuance of any Letter of Credit, each Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C Issuer, as the case may be) an undivided interest and participation in such Lender's ’s Pro Rata Share (based on the Revolving Loan Commitmentsits Commitment) of the Letter of Credit Obligations with respect to such Letter of Credit on the date of such issuance. Each Lender shall fund its participation in all payments or disbursements made under the Letters of Credit upon Agent's request in the same manner as provided in the this Agreement with respect to Revolving Credit Advances (iii) In determining whether to pay under any Letter of Credit, no L/C Issuer shall have any obligation relative to the other Lenders other than to confirm that any documents required to be delivered under such Letter of Credit 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 taken by an L/C Issuer under or in connection with any Letter of Credit issued by it shall not create for such L/C Lender any resulting liability to the Borrowers, any other Credit Party, any Lender or any other Person unless such action is taken or omitted to be taken with bad faith, gross negligence, or willful misconduct on the part of such L/C Issuer (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Advances Automatic; Participations. (i) In the event that Agent Agent, any Lender or any Affiliate of a Lender that is an L/C Issuer shall make any payment on or pursuant to any Letter of Credit Obligation, such payment shall then be deemed automatically to constitute a Revolving Credit Advance to Borrower under Section 1.1(a) of the Agreement regardless of whether a Default or Event of Default has shall have occurred and is be continuing and notwithstanding Borrower's ’s failure to satisfy the conditions precedent set forth in Section 2, and each Lender shall be obligated to pay its Pro Rata Proportionate Share thereof in accordance with the Agreement upon Agent's requestAgreement. The failure of any Lender to make available to Agent for Agent's own account its Pro Rata Proportionate Share of any such Revolving Credit Advance or payment by Agent Agent, any Lender or any Affiliate of a Lender that is an L/C Issuer under or in respect of a Letter of Credit Obligation shall not relieve any other Lender of its obligation hereunder to make available to Agent its Pro Rata Proportionate Share thereof, but no Lender shall be responsible for the failure of any other Lender to make available such other Lender's Pro Rata ’s Proportionate Share of any such payment. (ii) If it shall be illegal or unlawful for Borrower to incur Revolving Credit Advances as contemplated by paragraph (b)(i) above because of an Event of Default described in Sections 8.1(hSection 8.1(g) or (ih) or otherwise or if it shall be illegal or unlawful for any Lender to be deemed to have assumed a ratable share of the reimbursement obligations owed to an L/C Issuer, or if the L/C Issuer is a Lender, then (A) immediately and without further action whatsoever, each Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C Issuer, as the case may be) an undivided interest and participation equal to such Lender's Pro Rata ’s Proportionate Share (based on the Revolving Loan Credit Commitments) of the Letter of Credit Obligations in respect of all Letters of Credit then outstanding and (B) thereafter, immediately upon issuance of any Letter of Credit, each Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C Issuer, as the case may be) an undivided interest and participation in such Lender's Pro Rata ’s Proportionate Share (based on the Revolving Loan Credit Commitments) of the Letter of Credit Obligations with respect to such Letter of Credit on the date of such issuance. Each Lender shall fund its participation in all payments or disbursements made under the Letters of Credit upon Agent's request in the same manner as provided in the Agreement with respect to Revolving Credit Advances.

Advances Automatic; Participations. (i) In the event that Agent or any Lender shall make any payment on or pursuant to any Letter of Credit Obligation, such payment shall then be deemed automatically to constitute a Revolving Credit Advance to the applicable Borrower under Section 1.1(a) of the Agreement regardless of whether a Default or Event of Default has occurred and is continuing and notwithstanding Borrower's any Credit Party’s failure to satisfy the conditions precedent set forth in Section 2, and each Lender shall be obligated to pay its Pro Rata Share thereof in accordance with the Agreement upon Agent's requestAgreement. The failure of any Lender to make available to Agent for Agent's ’s own account its Pro Rata Share of any such Revolving Credit Advance or payment by Agent under or in respect of a Letter of Credit shall not relieve any other Lender of its obligation hereunder to make available to Agent its Pro Rata Share thereof, but no Lender shall be responsible for the failure of any other Lender to make available such other Lender's ’s Pro Rata Share of any such payment. (ii) If it shall be illegal or unlawful for Borrower to incur Revolving Credit Advances as contemplated by paragraph (b)(i) above because of an Event of Default described in Sections 8.1(h) or (i) or otherwise Section 8.1 or if it shall be illegal or unlawful for any Lender to be deemed to have assumed a ratable share of the reimbursement obligations owed to an L/C Issuer, or if the L/C Issuer is a Lender, then (A) immediately and without further action whatsoever, each Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C Issuer, as the case may be) an undivided interest and participation equal to such Lender's ’s Pro Rata Share (based on the Revolving Loan Commitments) of the Letter of Credit Obligations in respect of all Letters of Credit then outstanding and (B) thereafter, immediately upon issuance of any Letter of Credit, each Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C Issuer, as the case may be) an undivided interest and participation in such Lender's ’s Pro Rata Share (based on the Revolving Loan Commitments) of the Letter of Credit Obligations with respect to such Letter of Credit on the date of such issuance. Each Lender shall fund its participation in all payments or disbursements made under the Letters of Credit upon Agent's request in the same manner as provided in the Agreement with respect to Revolving Credit Advances.

Advances Automatic; Participations. (i) In the event that Agent or any Revolving Lender shall make any payment on or pursuant to any Letter of Credit Obligation, such payment shall then be deemed automatically to constitute a Revolving Credit Advance to Borrower under Section 1.1(a) of the Agreement regardless of whether a Default or Event of Default has shall have occurred and is be continuing and notwithstanding Borrower's failure to satisfy the conditions precedent set forth in Section 2, and each Revolving Lender shall be obligated to pay its Pro Rata Share thereof in accordance with the Agreement upon Agent's requestAgreement. The failure of any Revolving Lender to make available to Agent for Agent's own account its Pro Rata Share of any such Revolving Credit Advance or payment by Agent under or in respect of a Letter of Credit shall not relieve any other Revolving Lender of its obligation hereunder to make available to Agent its Pro Rata Share thereof, but no Revolving Lender shall be responsible for the failure of any other Revolving Lender to make available such other Revolving Lender's Pro Rata Share of any such payment. (ii) If it shall be illegal or unlawful for Borrower to incur Revolving Credit Advances as contemplated by paragraph (b)(i) above because of an Event of Default described in Sections 8.1(h) or (i) or otherwise or if it shall be illegal or unlawful for any Revolving Lender to be deemed to have assumed a ratable share of the reimbursement obligations owed to an L/C Issuer, or if the L/C Issuer is a Revolving Lender, then (A) immediately and without further action whatsoever, each Revolving Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C Issuer, as the case may be) an undivided interest and participation equal to such Revolving Lender's Pro Rata Share (based on the Revolving Loan Commitments) of the Letter of Credit Obligations in respect of all Letters of Credit then outstanding and (B) thereafter, immediately upon issuance of any Letter of Credit, each Revolving Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C Issuer, as the case may be) an undivided interest and participation in such Revolving Lender's Pro Rata Share (based on the Revolving Loan Commitments) of the Letter of Credit Obligations with respect to such Letter of Credit on the date of such issuance. Each Revolving Lender shall fund its participation in all payments or disbursements made under the Letters of Credit upon Agent's request in the same manner as provided in the Agreement with respect to Revolving Credit Advances.

Advances Automatic; Participations. (ia) In the event that Agent or any Lender shall make any payment on or pursuant to any Letter of Credit Obligation, such payment shall then be deemed automatically to constitute a Revolving Credit Advance to Borrower under Section 1.1(a2.1(a) of the this Agreement regardless of whether a Default or Event of Default has occurred and is continuing and notwithstanding Borrower's failure to satisfy the conditions precedent set forth in Section 26, and each Lender shall be obligated to pay its Pro Rata Share pro rata share thereof in accordance with the Agreement upon Agent's requestthis Agreement. The failure of any Lender to make available to Agent for Agent's own account its Pro Rata Share pro rata share of any such Revolving Credit Advance or payment by Agent under or in respect of a Letter of Credit shall not relieve any other Lender of its obligation hereunder to make available to Agent its Pro Rata Share pro rata share thereof, but no Lender shall be responsible for the failure of any other Lender to make available such other Lender's Pro Rata Share pro rata share of any such payment. (iib) If it shall be illegal or unlawful for Borrower to incur Revolving Credit Advances as contemplated by paragraph (b)(iSection 2A.2(a) above because of an Event of Default described in Sections 8.1(h10.1(f) or (ig) or otherwise or if it shall be illegal or unlawful for any Lender to be deemed to have assumed a ratable share of the reimbursement obligations owed to an L/C Issuer, or if the L/C Issuer is a Lender, then (Ai) immediately and without further action whatsoever, each Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C Issuer, as the case may be) an undivided interest and participation equal to such Lender's Pro Rata Share pro rata share (based on the Revolving Loan Commitments) of the Letter of Credit Obligations in respect of all Letters of Credit then outstanding and (Bii) thereafter, immediately upon issuance of any Letter of Credit, each Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C Issuer, as the case may be) an undivided interest and participation in such Lender's Pro Rata Share pro rata share (based on the Revolving Loan Commitments) of the Letter of Credit Obligations with respect to such Letter of Credit on the date of such issuance. Each Lender shall fund its participation in all payments or disbursements made under the Letters of Credit upon Agent's request in the same manner as provided in the Agreement with respect to Revolving Credit Advances.

Advances Automatic; Participations. (i) In the event that Agent or any Lender shall make any payment on or pursuant to any Letter of Credit Obligation, such payment shall then be deemed automatically to constitute a Revolving Credit Advance to Borrower under Section 1.1(a) of the Agreement regardless of whether a Default or Event of Default has shall have occurred and is be continuing and notwithstanding Borrower's failure to satisfy the conditions precedent set forth in Section 2, and each Lender shall be obligated to pay its Pro Rata Share thereof in accordance with the Agreement upon Agent's requestAgreement. The failure of any Lender to make available to Agent for Agent's own account its Pro Rata Share of any such Revolving Credit Advance or payment by Agent under or in respect of a Letter of Credit shall not relieve any other Lender of its obligation hereunder to make available to Agent its Pro Rata Share thereof, but no Lender shall be responsible for the failure of any other Lender to make available such other Lender's Pro Rata Share of any such payment. (ii) If it shall be illegal or unlawful for Borrower to incur Revolving Credit Advances as contemplated by paragraph (b)(i) above because of an Event of Default described in Sections 8.1(h) or (i) or otherwise or if it shall be illegal or unlawful for any Lender to be deemed to have assumed a ratable share of the reimbursement obligations owed to an L/C Issuer, or if the L/C Issuer is a Lender, then (A) immediately and without further action whatsoever, each Lender shall be deemed to have irrevocably and unconditionally purchased 101 from Agent (or such L/C Issuer, as the case may be) an undivided interest and participation equal to such Lender's Pro Rata Share (based on the Revolving Loan Commitments) of the Letter of Credit Obligations in respect of all Letters of Credit then outstanding and (B) thereafter, immediately upon issuance of any Letter of Credit, each Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C Issuer, as the case may be) an undivided interest and participation in such Lender's Pro Rata Share (based on the Revolving Loan Commitments) of the Letter of Credit Obligations with respect to such Letter of Credit on the date of such issuance. Each Lender shall fund its participation in all payments or disbursements made under the Letters of Credit upon Agent's request in the same manner as provided in the Agreement with respect to Revolving Credit Advances.

Advances Automatic; Participations. (i) In the event that Agent or any Revolving Lender shall make any payment on or pursuant to any Letter of Credit Obligation, such payment shall then be deemed automatically to constitute a Revolving Credit Advance to the applicable Borrower under Section 1.1(a) of the Agreement regardless of whether a Default or Event of Default has shall have occurred and is be continuing and notwithstanding Borrower's failure to satisfy the conditions precedent set forth in Section 2, and each Revolving Lender shall be obligated to pay its Pro Rata Share thereof in accordance with the Agreement upon Agent's requestAgreement. The failure of any Revolving Lender to make available to Agent for Agent's own account its Pro Rata Share of any such Revolving Credit Advance or payment by Agent under or in respect of a Letter of Credit (other than the Litigation L/C) shall not relieve any other Revolving Lender of its obligation hereunder to make available to Agent its Pro Rata Share thereof, but no Revolving Lender shall 109 be responsible for the failure of any other Revolving Lender to make available such other Revolving Lender's Pro Rata Share of any such payment. (ii) In the event that Agent or any Term Lender shall make payments on or pursuant to the Litigation L/C Obligations, such payments shall then be deemed automatically to constitute all or part of the Term Loan C to Borrower pursuant to Section 1.1(d)(ii) of the Agreement and pursuant to the Litigation L/C Agreement regardless of whether a Default or Event of Default shall have occurred and be continuing and notwithstanding Borrower's failure to satisfy any of the conditions precedent set forth in Section 2.4, and each Term Lender shall be obligated to pay its Pro Rata Share thereof to the Agent in accordance with the Agreement. The failure of any Term Lender to make available to Agent for Agent's own account its Pro Rata Share of any such payment by Agent under or in respect of the Litigation L/C shall not relieve any other Term Lender of its obligation hereunder to make available to Agent its Pro Rata Share thereof, but no Term Lender shall be responsible for the failure of any other Term Lender to make available such other Term Lender's Pro Rata Share of any such payment. (iii) If it shall be illegal or unlawful for Borrower to incur Revolving Credit Advances as contemplated by paragraph (b)(i) above because of an Event of Default described in Sections Section 8.1(h) or (i) or otherwise or if it shall be illegal or unlawful for any Revolving Lender to be deemed to have assumed a ratable share of the reimbursement obligations owed to an L/C Issuer, or if the L/C Issuer is a Revolving Lender, then (Ai) immediately and without further action whatsoever, each Revolving Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C Issuer, as the case may be) an undivided interest and participation equal to such Revolving Lender's Pro Rata Share (based on the Revolving Loan Commitments) of the Letter of Credit Obligations in respect of all Letters of Credit then outstanding and (Bii) thereafter, immediately upon issuance of any Letter of Credit, each Revolving Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C Issuer, as the case may be) an undivided interest and participation in such Revolving Lender's Pro Rata Share (based on the Revolving Loan Commitments) of the Letter of Credit Obligations with respect to such Letter of Credit on the date of such issuance. Each Revolving Lender shall fund its participation in all payments or disbursements made under the Letters of Credit upon Agent's request in the same manner as provided in the Agreement with respect to Revolving Credit Advances. (iv) If it shall be illegal or unlawful for Borrower to incur the Term Loan C as contemplated by paragraph (b)(ii) above because of an Event of Default described in Section 8.1(h) or (i) or otherwise or if it shall be illegal or unlawful for any Term Lender to be deemed to have assumed a ratable share of the reimbursement obligations owed to an L/C Issuer, or if the L/C Issuer is a Term Lender, then immediately and without further action whatsoever, each Term Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C Issuer, as the case may be) an undivided interest and participation equal to such Term Lender's Pro Rata Share (based on the Term Loan C Commitments) of the Litigation L/C Obligations. Each Term Lender shall fund its participation in all payments or disbursements made under the Litigation L/C as provided in the Agreement. 110

Advances Automatic; Participations. (i) In the event that Agent or any Lender shall make any payment on or pursuant to any Letter of Credit Obligation, such payment shall then be deemed automatically to constitute a Revolving Credit Advance to Borrower under Section 1.1(a) of the Agreement regardless of whether a Default or Event of Default has occurred and is continuing and notwithstanding Borrower's failure to satisfy the conditions precedent set forth in Section 2Advance, and each Lender shall be obligated to pay its Pro Rata Share thereof in accordance with the Agreement upon Agent's requestthis Agreement. The failure of any Lender to make available to Agent for Agent's own account its Pro Rata Share of any such Revolving Credit Advance or payment by Agent under or in respect of a Letter of Credit shall not relieve any other Lender of its obligation hereunder to make available to Agent its Pro Rata Share thereof, but no Lender shall be responsible for the failure of any other Lender to make available such other Lender's Pro Rata Share of any such payment. (ii) If it shall be illegal or unlawful for any Borrower to incur Revolving Credit Advances as contemplated by paragraph (b)(i) above because of an Event of Default described in Sections 8.1(h) or (i) or otherwise or if it shall be illegal or unlawful for any Lender to be deemed to have assumed a ratable share of the reimbursement obligations owed to an L/C Issuer, or if the L/C Issuer is a Lender, then (A) immediately and without further action whatsoever, each Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C Issuer, as the case may be) an undivided interest and participation equal to such Lender's Pro Rata Share (based on the Revolving Loan Commitments) of the Letter of Credit Obligations in respect of all Letters of Credit then outstanding and (B) thereafter, immediately upon issuance of any Letter of Credit, each Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C Issuer, as the case may be) an undivided interest and participation in such Lender's Pro Rata Share (based on the Revolving Loan Commitments) of the Letter of Credit Obligations with respect to such Letter of Credit on the date of such issuance. Each Lender shall fund its participation in all payments or disbursements made under the Letters of Credit upon Agent's request in the same manner as provided in the this Agreement with respect to Revolving Credit Advances.

Advances Automatic; Participations. (i) In the event that Agent or any Fronting Lender shall make any payment on or pursuant to any European Letter of Credit Obligation, such payment shall then be deemed automatically to constitute a European Revolving Credit Advance to the European Borrower under Section 1.1(a) of the Agreement regardless of whether a Default or Event of Default has occurred and is continuing and notwithstanding European Borrower's failure to satisfy the conditions precedent set forth in Section 2, and each Lender shall be obligated to pay its Pro Rata Share thereof in accordance with the Agreement upon Agent's request. The failure of any Lender to make available to Agent for Agent's own account its Pro Rata Share of any such Revolving Credit Advance or payment by Agent under or in respect of a Letter of Credit shall not relieve any other Lender of its obligation hereunder to make available to Agent its Pro Rata Share thereof, but no Lender shall be responsible for the failure of any other Lender to make available such other Lender's Pro Rata Share of any such payment. (ii) If it shall be illegal or unlawful for European Borrower to incur European Revolving Credit Advances as contemplated by paragraph (b)(i) above because of an Event of Default described in Sections 8.1(h) or (i) or otherwise or if it shall be illegal or unlawful for any Fronting Lender to be deemed to have assumed a ratable share of the reimbursement obligations owed to an European L/C Issuer, or if the European L/C Issuer is a Fronting Lender, then (A) immediately and without further action whatsoever, each Lender European Revolving Loan Participant shall be deemed to have irrevocably and unconditionally purchased from Agent Fronting Lender (or such European L/C Issuer, as the case may be) an undivided interest and participation equal to such LenderEuropean Revolving Loan Participant's Pro Rata Share (based on the European Revolving Loan Commitments) of the European Letter of Credit Obligations in respect of all European Letters of Credit then outstanding and (B) thereafter, immediately upon issuance of any European Letter of Credit, each Lender European Revolving Loan Participant shall be deemed to have irrevocably and unconditionally purchased from Agent Fronting Lender (or such European L/C Issuer, as the case may be) an undivided interest and participation in such LenderEuropean Revolving Loan Participant's Pro Rata Share (based on the European Revolving Loan Commitments) of the European Letter of Credit Obligations with respect to such European Letter of Credit on the date of such issuance. Each Lender European Revolving Loan Participant shall fund its participation in all payments or disbursements made under the European Letters of Credit upon Agent's request in the same manner as provided in the Agreement with respect to European Revolving Credit Advances.

Advances Automatic; Participations. (ia) In the event that the Agent or any Lender shall make any payment on or pursuant to any Letter of Credit Obligation, such payment shall then be deemed automatically to constitute a Revolving Credit Advance to Borrower Loan under Section 1.1(a) 2.1 of the Agreement regardless of whether a Default or Event of Default has shall have occurred and is be continuing and notwithstanding Borrower's Borrowers' failure to satisfy the conditions precedent set forth in Section 2Article 5, and each Lender shall be obligated to pay its Pro Rata Share thereof in accordance with an amount calculated by applying such Lender's Commitment Percentage to the Agreement upon Agent's requestaggregate amount of such payment. The failure of any Lender to make available to the Agent for the Agent's own account its Pro Rata Share of an amount equivalent to a Lender's Commitment Percentage as to any such Revolving Credit Advance Loan or payment by the Agent under or in respect of a Letter of Credit shall not relieve any other Lender of its obligation hereunder to make available to the Agent its Pro Rata Share thereof, but no Lender shall be responsible for the failure of any other Lender an amount equivalent to make available such other Lender's Pro Rata Share of Commitment Percentage with respect thereto, but no breach by a Lender shall cause an increase in any such paymentother Lender's Commitment Percentage. (iib) If it shall be illegal or unlawful for Borrower Borrowers to incur Revolving Credit Advances as Loans in the circumstances contemplated by paragraph (b)(ia) above because of an Event of Default described in Sections 8.1(hSection 12.1(g) or (ih) or otherwise or if it shall be illegal or unlawful for any Lender to be deemed to have assumed a ratable share of the reimbursement obligations Reimbursement Obligations owed to an L/C IssuerIssuing Bank, or if the L/C Issuer Issuing Bank is a Lender, then (Ai) immediately and without further action whatsoever, each Lender shall be deemed to have irrevocably and unconditionally purchased from the Agent (or such L/C IssuerIssuing Bank, as the case may be) an undivided interest and participation equal in an amount equivalent to such Lender's Pro Rata Share Commitment Percentage (based on the Revolving Loan Commitments) of the Letter of Credit Obligations in respect of all Letters of Credit then outstanding and (Bii) thereafter, immediately upon issuance of any Letter of Credit, each Lender shall be deemed to have irrevocably and unconditionally purchased from the Agent (or such L/C IssuerIssuing Bank, as the case may be) an undivided interest and participation in an amount equivalent to such Lender's Pro Rata Share Commitment Percentage (based on the Revolving Loan Commitments) of the Letter of Credit Obligations with respect to such Letter of Credit on the date of such issuance. Each Lender shall fund its participation in all payments or disbursements made under the Letters of Credit upon Agent's request in the same manner as provided in the Agreement with respect to Revolving Credit AdvancesLoans.

Advances Automatic; Participations. (i) In the event that Agent or any Lender shall make any payment on or pursuant to any Letter of Credit Obligation, such payment shall then be deemed automatically to constitute a Revolving Credit Advance to Borrower under Section 1.1(a) of the Agreement regardless of whether a Default or Event of Default has occurred and is continuing and notwithstanding Borrower's ’s failure to satisfy the conditions precedent set forth in Section 22 of the Agreement, and each Lender shall be obligated to pay its Pro Rata Share thereof in accordance with the Agreement upon Agent's requestAgreement. The failure of any Lender to make available to Agent for Agent's ’s own account its Pro Rata Share of any such Revolving Credit Advance or payment by Agent under or in respect of a Letter of Credit shall not relieve any other Lender of its obligation hereunder to make available to Agent its Pro Rata Share thereof, but no Lender shall be responsible for the failure of any other Lender to make available such other Lender's ’s Pro Rata Share of any such payment. (ii) If it shall be illegal or unlawful for Borrower to incur Revolving Credit Advances as contemplated by paragraph (b)(i) above because of an Event of Default described in Sections 8.1(h8.1(f)(ii) or (ig) or otherwise or if it shall be illegal or unlawful for any Lender to be deemed to have assumed a ratable share of the reimbursement obligations owed to an L/C Issuer, or if the L/C Issuer is a Lender, then (Ai) immediately and without further action whatsoever, each Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/L/ C Issuer, as the case may be) an undivided interest and participation equal to such Lender's ’s Pro Rata Share (based on the Revolving Loan Credit Commitments) of the Letter of Credit Obligations in respect of all Letters of Credit then outstanding and (Bii) thereafter, immediately upon issuance of any Letter of Credit, each Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C Issuer, as the case may be) an undivided interest and participation in such Lender's ’s Pro Rata Share (based on the Revolving Loan Credit Commitments) of the Letter of Credit Obligations with respect to such Letter of Credit on the date of such issuance. Each Lender shall fund its participation in all payments or disbursements made under the Letters of Credit upon Agent's request in the same manner as provided in the Agreement with respect to Revolving Credit Advances.

Advances Automatic; Participations. (ia) In the event that Agent or any Lender shall make any payment on or pursuant to any Letter of Credit Obligation, such payment shall then be deemed automatically to constitute a Revolving Credit Advance to Borrower under Section 1.1(a2.1(a) of the this Agreement regardless of whether a Default or Event of Default has occurred and is continuing and notwithstanding any Borrower's failure to satisfy the conditions precedent set forth in Section 26, and each Lender shall be obligated to pay its Pro Rata Share pro rata share thereof in accordance with the Agreement upon Agent's requestthis Agreement. The failure of any Lender to make available to Agent for Agent's own account its Pro Rata Share pro rata share of any such Revolving Credit Advance or payment by Agent under or in respect of a Letter of Credit shall not relieve any other Lender of its obligation hereunder to make available to Agent its Pro Rata Share pro rata share thereof, but no Lender shall be responsible for the failure of any other Lender to make available such other Lender's Pro Rata Share pro rata share of any such payment. (iib) If it shall be illegal or unlawful for Borrower Borrowers to incur Revolving Credit Advances as contemplated by paragraph (b)(iSection 2A.2(a) above because of an Event of Default described in Sections 8.1(h10.1(f) or (ig) or otherwise or if it shall be illegal or unlawful for any Lender to be deemed to have assumed a ratable share of the reimbursement obligations owed to an L/C Issuer, or if the L/C Issuer is a Lender, then (Ai) immediately and without further action whatsoever, each Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C Issuer, as the case may be) an undivided interest and participation equal to such Lender's Pro Rata Share pro rata share (based on the Revolving Loan Commitments) of the Letter of Credit Obligations in respect of all Letters of Credit then outstanding and (Bii) thereafter, immediately upon issuance of any Letter of Credit, each Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C Issuer, as the case may be) an undivided interest and participation in such Lender's Pro Rata Share pro rata share (based on the Revolving Loan Commitments) of the Letter of Credit Obligations with respect to such Letter of Credit on the date of such issuance. Each Lender shall fund its participation in all payments or disbursements made under the Letters of Credit upon Agent's request in the same manner as provided in the Agreement with respect to Revolving Credit Advances.

Advances Automatic; Participations. (i) In the event that Administrative Agent or any Lender shall make any payment on or pursuant to any Letter of Credit Obligation, such payment shall then be deemed automatically to constitute a Revolving Credit Advance to Borrower under Section 1.1(a) of the Agreement Loan hereunder regardless of whether a Default or Event of Default has occurred and is continuing and notwithstanding Borrower's Company’s failure to satisfy the conditions precedent set forth in Section 23, and each Lender shall be obligated to pay its Pro Rata Share thereof in accordance with the Agreement upon Agent's requestAgreement. The failure of any Lender to make available to Administrative Agent for Administrative Agent's ’s own account its Pro Rata Share of any such Revolving Credit Advance Loan or payment by Administrative Agent under or in respect of a Letter of Credit shall not relieve any other Lender of its obligation hereunder to make available to Administrative Agent its Pro Rata Share thereof, but no Lender shall be responsible for the failure of any other Lender to make available such other Lender's ’s Pro Rata Share of any such payment. (ii) If it shall be illegal or unlawful for Borrower Company to incur Revolving Credit Advances Loans as contemplated by paragraph (b)(i) above because of an Event of Default described in Sections 8.1(h) or (i) Section 7.11 or otherwise or if it shall be illegal or unlawful for any Lender to be deemed to have assumed a ratable share of the reimbursement obligations owed to an L/C Issuer, or if the L/C Issuer is a Lender, then (Ai) immediately and without further action whatsoever, each Lender shall be deemed to have irrevocably and unconditionally purchased from Administrative Agent (or such L/C Issuer, as the case may be) an undivided interest and participation equal to such Lender's ’s Pro Rata Share (based on the Revolving Loan Commitments) of the Letter of Credit Obligations in respect of all Letters of Credit then outstanding and (Bii) thereafter, immediately upon issuance of any Letter of Credit, each Lender shall be deemed to have irrevocably and unconditionally purchased from Administrative Agent (or such L/C Issuer, as the case may be) an undivided interest and participation in such Lender's ’s Pro Rata Share (based on the Revolving Loan Commitments) of the Letter of Credit Obligations with respect to such Letter of Credit on the date of such issuance. Each Lender shall fund its participation in all payments or disbursements made under the Letters of Credit upon Agent's request in the same manner as provided in the Agreement with respect to Revolving Credit AdvancesLoans.

Advances Automatic; Participations. (i) In If no Lender is a Non-Funding Lender, in the event that Agent or any Lender L/C Issuer shall make any payment on or pursuant to any Letter of Credit Obligation, such payment shall then be deemed automatically to constitute a Revolving Credit Advance to Borrower AdvanceLoan under Section 1.1(a2.1(a) of the Agreement regardless of whether a Default or Event of Default has occurred and is continuing continuing, and notwithstanding Borrower's any Borrowers’ failure to satisfy the conditions precedent set forth in Section 23.2, and and, if no Lender is a Non-Funding Lender (or if the only Non-Funding Lender is the L/C Issuer that issued such Letter of Credit), each Lender shall be obligated to pay its Pro Rata Share of the Dollar Equivalent thereof in accordance with this Agreement. If any Lender is a Non-Funding Lender, in the Agreement upon Agent's requestevent that any L/C Issuer shall make any payment on or pursuant to any Letter of Credit Obligation and the conditions precedent set forth in Section 3.2 are satisfied at such time, such payment shall then be deemed automatically to constitute a Revolving Loan and that Non-Funding Lender’s Letter of Credit Obligations shall be reallocated to and assumed by the other Lenders pro rata in accordance with their Pro Rata Share of the Dollar Equivalent of the Revolving Loan (calculated as if the Non-Funding Lender’s Pro Rata Share was reduced to zero and each other Lender’s Pro Rata Share had been increased proportionately); provided that no Lender shall be reallocated any Letter of Credit Obligations to the extent such reallocation shall cause its Pro Rata Share of the Dollar Equivalent of the Aggregate Revolving Credit Exposure to exceed its Commitment. If any Lender is a Non-Funding Lender, each Lender that is not a Non-Funding Lender shall pay to Agent for the account of such L/C Issuer its Pro Rata Share (increased as described above) of the Dollar Equivalent of the Letter of Credit Obligations that from time to time remain outstanding; provided that no Lender shall be required to fund any amount to the extent such funding shall cause its Pro Rata Share of the Aggregate Revolving Credit Exposure to exceed its Commitment. The failure of any Lender to make available to Agent for Agent's own the applicable L/C Issuer’s account its Pro Rata Share of the Dollar Equivalent of any such Revolving Credit Advance AdvanceLoan or payment by Agent under or in respect of a Letter of Credit to the applicable L/C Issuer shall not relieve any other Lender of its obligation hereunder to make available to Agent its Pro Rata Share thereof, but no Lender shall be responsible for the failure of any other Lender to make available such other Lender's Pro Rata Share of any such payment. (ii) If it shall be illegal or unlawful for Borrower Borrowers to incur Revolving Credit Advances AdvancesLoans as contemplated by paragraph (b)(iSection 2.2(b)(i) above because of an Event of Default described in Sections 8.1(h) or (i) or otherwise above, or if it shall be illegal or unlawful for any Lender to be deemed to have assumed a ratable share of the reimbursement obligations owed to an any L/C Issuer, or if the L/C Issuer is a Lender, then (A) immediately and without further action whatsoever, each Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C Issuer, as the case may be) Issuer an undivided interest and participation equal to such Lender's ’s Pro Rata Share (based on its Commitment) of the Revolving Loan Commitments) Dollar Equivalent of the Letter of Credit Obligations in respect of all Letters of Credit then outstanding outstanding, and (B) thereafter, immediately upon issuance of any Letter of Credit, each Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C Issuer, as the case may be) Issuer an undivided interest and participation in such Lender's ’s Pro Rata Share (based on its Commitment) of the Revolving Loan Commitments) Dollar Equivalent of the Letter of Credit Obligations with respect to such Letter of Credit on the date of such issuance. Each Lender shall fund its participation in all payments or disbursements made under the Letters of Credit upon Agent's request in the same manner as provided in the this Agreement with respect to Revolving Credit AdvancesXxxxxxxx.Xxxxx, it being understood that each Lender’s obligation to fund its participation in all payments or disbursements made under Letters of Credit denominated in an Alternative Currency shall be funded in Dollars as provided in Section 2.2(b)(i) above. (iii) In determining whether to pay under any Letter of Credit, no L/C Issuer shall have any obligation relative to the other Lenders other than to confirm that any documents required to be delivered under such Letter of Credit 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 taken by an L/C Issuer under or in connection with any Letter of Credit issued by it shall not create for such L/C Issuer any resulting liability to Borrowers, 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 L/C Issuer (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Advances Automatic; Participations. (ia) In the event that the Administrative Agent or any Lender shall make any payment on or pursuant to any Letter of Credit L/C Obligation, such payment shall then be deemed automatically to constitute a Revolving Credit Advance Loan that is a Base Rate Loan (dominated in the currency of such payment) to the applicable Borrower under Section 1.1(a) of the Agreement subsection 2.3 regardless of whether a Default or Event of Default has shall have occurred and is be continuing and notwithstanding any Borrower's failure to satisfy the conditions precedent set forth in Section 28, and each Lender shall be obligated to pay its Pro Rata Share Commitment Percentage thereof in accordance with the Agreement upon Agent's requestthis Agreement. The failure of any Lender to make available to the Administrative Agent for the Administrative Agent's own account its Pro Rata Share Commitment Percentage of any such Revolving Credit Advance Loan or payment by the Administrative Agent under or in respect of a Letter of Credit shall not relieve any other Lender of its obligation hereunder to make available to the Administrative Agent its Pro Rata Share Commitment Percentage thereof, but no Lender shall be responsible for the failure of any other Lender to make available such other Lender's Pro Rata Share Commitment Percentage of any such payment. (iib) If the Administrative Agent shall have determined in its discretion that it shall be illegal or unlawful is not appropriate for any Borrower to incur Revolving Credit Advances Loans as contemplated by paragraph (b)(isubsection 4.2(a) above because of an Event of Default described in Sections 8.1(h) or (isubsection 12(g) or otherwise or if it shall be illegal or unlawful for any Lender to be deemed to have assumed a ratable share of the reimbursement obligations owed to an L/C Issuer, or if the L/C Issuer is a Lender, then (Ai) immediately and without further action whatsoever, each Lender shall be deemed to have irrevocably and unconditionally purchased from the Administrative Agent (or such L/C Issuer, as the case may be) an undivided interest and participation equal to such Lender's Pro Rata Share (based on the Revolving Loan Commitments) Commitment Percentage of the Letter of Credit L/C Obligations in respect of all Letters of Credit then outstanding and (Bii) thereafter, immediately upon issuance of any Letter of Credit, each Lender shall be deemed to have irrevocably and unconditionally purchased from the Administrative Agent (or such L/C Issuer, as the case may be) an undivided interest and participation in equal to such Lender's Pro Rata Share (based on the Revolving Loan Commitments) Commitment Percentage of the Letter of Credit L/C Obligations with respect to such Letter of Credit on the date of such issuance. Each Lender shall fund its participation in all payments or disbursements made under in respect of the Letters of Credit upon Agent's request in the same manner as provided in the this Agreement with respect to Revolving Credit AdvancesLoans.

Advances Automatic; Participations. (i) In the event that Agent or any Lender shall make any payment on or pursuant to any Letter of Credit Obligation, such payment shall then be deemed automatically to constitute a Revolving Credit Advance to Borrower under Section 1.1(a) of the Agreement regardless of whether a Default or Event of Default has occurred and is continuing and notwithstanding Borrower's failure to satisfy the conditions precedent set forth in Section 2Advance, and each Lender shall be obligated to pay its Pro Rata Share thereof in accordance with the Agreement upon Agent's requestthis Agreement. The failure of any Lender to make available to Agent for Agent's own account its Pro Rata Share of any such Revolving Credit Advance or payment by Agent under or in respect of a Letter of Credit shall not relieve any other Lender of its obligation hereunder to make available to Agent its Pro Rata Share thereof, but no Lender shall be responsible for the failure of any other Lender to make available such other Lender's Pro Rata Share of any such payment. (ii) If it shall be illegal or unlawful for Borrower to incur Revolving Credit Advances as contemplated by paragraph (b)(i) above because of an Event of Default described in Sections 8.1(h) or (i) or otherwise or if it shall be illegal or unlawful for any Lender to be deemed to have assumed a ratable share of the reimbursement obligations owed to an L/C Issuer, or if the L/C Issuer is a Lender, then (A) immediately and without further action whatsoever, each Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C Issuer, as the case may be) an undivided interest and participation equal to such Lender's Pro Rata Share (based on the Revolving Loan Commitments) of the Letter of Credit Obligations in respect of all Letters of Credit then outstanding and (B) thereafter, immediately upon issuance of any Letter of Credit, each Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C Issuer, as the case may be) an undivided interest and participation in such Lender's Pro Rata Share (based on the Revolving Loan Commitments) of the Letter of Credit Obligations with respect to such Letter of Credit on the date of such issuance. Each Lender shall fund its participation in all payments or disbursements made under the Letters of Credit upon Agent's request in the same manner as provided in the this Agreement with respect to Revolving Credit Advances.

Advances Automatic; Participations. (i) In the event that Agent or any Revolving Lender shall make any payment on or pursuant to any Letter of Credit Obligation, such payment shall then be deemed automatically to constitute a Revolving Credit Advance to Borrower under Section 1.1(a) of the Agreement regardless of whether a Default or Event of Default has occurred and is continuing and notwithstanding Borrower's ’s failure to satisfy the conditions precedent set forth in Section 2, and each Revolving Lender shall be obligated to pay its Pro Rata Share thereof in accordance with the Agreement upon Agent's requestAgreement. The failure of any Revolving Lender to make available to Agent for Agent's ’s own account its Pro Rata Share of any such Revolving Credit Advance or payment by Agent under or in respect of a Letter of Credit shall not relieve any other Revolving Lender of its obligation hereunder to make available to Agent its Pro Rata Share thereof, but no Revolving Lender shall be responsible for the failure of any other Revolving Lender to make available such other Revolving Lender's ’s Pro Rata Share of any such payment. (ii) If it shall be illegal or unlawful for Borrower to incur Revolving Credit Advances as contemplated by paragraph (b)(i) above because of an Event of Default described in Sections 8.1(h) or (i) or otherwise or if it shall be illegal or unlawful for any Revolving Lender to be deemed to have assumed a ratable share of the reimbursement obligations owed to an L/C Issuer, or if the L/C Issuer is a Revolving Lender, then (Ai) immediately and without further action whatsoever, each Revolving Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C Issuer, as the case may be) an undivided interest and participation equal to such Revolving Lender's ’s Pro Rata Share (based on the Revolving Loan Commitments) of the Letter of Credit Obligations in respect of all Letters of Credit then outstanding and (Bii) thereafter, immediately upon issuance of any Letter of Credit, each Revolving Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C Issuer, as the case may be) an undivided interest and participation in such Revolving Lender's ’s Pro Rata Share (based on the Revolving Loan Commitments) of the Letter of Credit Obligations with respect to such Letter of Credit on the date of such issuance. Each Revolving Lender shall fund its participation in all payments or disbursements made under the Letters of Credit upon Agent's request in the same manner as provided in the Agreement with respect to Revolving Credit Advances.

Advances Automatic; Participations. (i) In the event that Agent or any Revolving Lender shall make any payment on or pursuant to any Letter of Credit Obligation, such payment shall then be deemed automatically to constitute a Revolving Credit Advance to the applicable Borrower under Section 1.1(a) of the Agreement regardless of whether a Default or Event of Default has shall have occurred and is be continuing and notwithstanding Borrower's failure to satisfy the conditions precedent set forth in Section 2, and each Revolving Lender shall be obligated to pay its Pro Rata Share thereof in accordance with the Agreement upon Agent's requestAgreement. The failure of any Revolving Lender to make available to Agent for Agent's own account its Pro Rata Share of any such Revolving Credit Advance or payment by Agent under or in respect of a Letter of 152 Credit (other than the Litigation L/C) shall not relieve any other Revolving Lender of its obligation hereunder to make available to Agent its Pro Rata Share thereof, but no Revolving Lender shall be responsible for the failure of any other Revolving Lender to make available such other Revolving Lender's Pro Rata Share of any such payment. (ii) In the event that Agent or any Term Lender shall make payments on or pursuant to the Litigation L/C Obligations, such payments shall then be deemed automatically to constitute all or part of the Term Loan C to Borrower pursuant to Section 1.1(d)(ii) of the Agreement and pursuant to the Litigation L/C Agreement regardless of whether a Default or Event of Default shall have occurred and be continuing and notwithstanding Borrower's failure to satisfy any of the conditions precedent set forth in Section 2.4, and each Term Lender shall be obligated to pay its Pro Rata Share thereof to the Agent in accordance with the Agreement. The failure of any Term Lender to make available to Agent for Agent's own account its Pro Rata Share of any such payment by Agent under or in respect of the Litigation L/C shall not relieve any other Term Lender of its obligation hereunder to make available to Agent its Pro Rata Share thereof, but no Term Lender shall be responsible for the failure of any other Term Lender to make available such other Term Lender's Pro Rata Share of any such payment. (iii) If it shall be illegal or unlawful for Borrower to incur Revolving Credit Advances as contemplated by paragraph (b)(i) above because of an Event of Default described in Sections Section 8.1(h) or (i) or otherwise or if it shall be illegal or unlawful for any Revolving Lender to be deemed to have assumed a ratable share of the reimbursement obligations owed to an L/C Issuer, or if the L/C Issuer is a Revolving Lender, then (Ai) immediately and without further action whatsoever, each Revolving Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C Issuer, as the case may be) an undivided interest and participation equal to such Revolving Lender's Pro Rata Share (based on the Revolving Loan Commitments) of the Letter of Credit Obligations in respect of all Letters of Credit then outstanding and (Bii) thereafter, immediately upon issuance of any Letter of Credit, each Revolving Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C Issuer, as the case may be) an undivided interest and participation in such Revolving Lender's Pro Rata Share (based on the Revolving Loan Commitments) of the Letter of Credit Obligations with respect to such Letter of Credit on the date of such issuance. Each Revolving Lender shall fund its participation in all payments or disbursements made under the Letters of Credit upon Agent's request in the same manner as provided in the Agreement with respect to Revolving Credit Advances. (iv) If it shall be illegal or unlawful for Borrower to incur the Term Loan C as contemplated by paragraph (b)(ii) above because of an Event of Default described in Section 8.1(h) or (i) or otherwise or if it shall be illegal or unlawful for any Term Lender to be deemed to have assumed a ratable share of the reimbursement obligations owed to an L/C Issuer, or if the L/C Issuer is a Term Lender, then immediately and without further action whatsoever, each Term Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C Issuer, as the case may be) an undivided interest and participation equal to such Term Lender's Pro Rata Share (based on the Term Loan C Commitments) of the Litigation L/C Obligations. Each Term Lender shall fund its participation in all payments or disbursements made under the Litigation L/C as provided in the Agreement.

Advances Automatic; Participations. (i) In the event that Agent or any Tranche A Revolving Lender shall make any payment on or pursuant to any Letter of Credit Obligation, such payment shall then be deemed automatically to constitute a Tranche A Revolving Credit Advance to Borrower under Section 1.1(a) of the Agreement regardless of whether a Default or Event of Default has shall have occurred and is be continuing and notwithstanding Borrower's failure to satisfy the conditions precedent set forth in Section 2, and each Tranche A Revolving Lender shall be obligated to pay its Pro Rata Share thereof in accordance with the Agreement upon Agent's requestAgreement. The failure of any Tranche A Revolving Lender to make available to Agent for Agent's own account its Pro Rata Share of any such Tranche A Revolving Credit Advance or payment by Agent under or in respect of a Letter of Credit shall not relieve any other Tranche A Revolving Lender of its obligation hereunder to make available to Agent its Pro Rata Share thereof, but no Tranche A Revolving Lender shall be responsible for the failure of any other Tranche A Revolving Lender to make available such other Tranche A Revolving Lender's Pro Rata Share of any such payment. (ii) If it shall be illegal or unlawful for Borrower to incur Tranche A Revolving Credit Advances as contemplated by paragraph (b)(i) above because of an Event of Default described in Sections 8.1(h) or (i) or otherwise or if it shall be illegal or unlawful for any Tranche A Revolving Lender to be deemed to have assumed a ratable share of the reimbursement obligations owed to an L/C Issuer, or if the L/C Issuer is a Tranche A Revolving Lender, then (Ai) immediately and without further action whatsoever, each Tranche A Revolving Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C Issuer, as the case may be) an undivided interest and participation equal to such Tranche A Revolving Lender's Pro Rata Share (based on the Tranche A Revolving Loan Commitments) of the Letter of Credit Obligations in respect of all Letters of Credit then outstanding and (Bii) thereafter, immediately upon issuance of any Letter of Credit, each Tranche A Revolving Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C Issuer, as the case may be) an undivided interest and participation in such Tranche A Revolving Lender's Pro Rata Share (based on the Tranche A Revolving Loan Commitments) of the Letter of Credit Obligations with respect to such Letter of Credit on the date of such issuance. Each Tranche A Revolving Lender shall fund its participation in all payments or disbursements made under the Letters of Credit upon Agent's request in the same manner as provided in the Agreement with respect to Tranche A Revolving Credit Advances.

Advances Automatic; Participations. (i) In the event that Agent or any a US Lender shall make any payment on or pursuant to any US Letter of Credit Obligation, such payment shall then be deemed automatically to constitute a US Revolving Credit Advance to Borrower the US Borrower, for whose account such US Letter of Credit Obligation was incurred, under Section 1.1(a) of the Agreement regardless of whether a Default or Event of Default has occurred and is continuing and notwithstanding Borrower's US Borrowers’ failure to satisfy the conditions precedent set forth in Section 2, and, if no Lender is a Non-Funding Lender (or if the only Non-Funding Lender is the L/C Issuer that issued such Letter of Credit), each US Lender shall be obligated to pay its US Pro Rata Share thereof in accordance with the Agreement. If any Lender (other than the Lender that is also the L/C Issuer that issued such Letter of Credit) is a Non-Funding Lender, that Non-Funding Lender’s Letter of Credit Obligations shall be reallocated to and assumed by the other Lenders pro rata in accordance with their Pro Rata Shares of the Revolving Loan Commitment (calculated as if the Non-Funding Lender’s Pro Rata Share was reduced to zero and each other Lender’s Pro Rata Share had been increased proportionately). If any Lender (other than the Lender that is also the L/C Issuer that issued such Letter of Credit) is a Non-Funding Lender, upon payment by the Applicable Agent or any Lender on or pursuant to any Letter of Credit, each Lender that is not a Non-Funding Lender shall pay to the Applicable Agent for the account of such L/C Issuer its pro rata share (increased as described above) of the Letter of Credit Obligations that from time to time remain outstanding; provided that no Lender shall be required to fund any amount which would result in the sum of its outstanding Revolving Loans, outstanding Letter of Credit Obligations, the amounts of its participation in Swing Line Loans and its pro rata share of unparticipated amounts in Swing Line Loans (each as increased as described in subsection 1.1(b)(iii)) to exceed its Revolving Loan Commitment. In the event that Canadian Agent or a Canadian Lender shall make any payment on or pursuant to any Canadian Letter of Credit Obligation, such payment shall then be deemed automatically to constitute a Canadian Revolving Credit Advance to the Canadian Borrower for whose account such Canadian Letter of Credit Obligation was incurred, regardless of whether a Default or an Event of Default has occurred and is continuing and notwithstanding Canadian Borrowers’ failure to satisfy the conditions precedent set forth in Section 2, and each Canadian Lender shall be obligated to pay its Canadian Pro Rata Share thereof in accordance with the Agreement upon Agent's requestAgreement. The failure of any Lender to make available to the Applicable Agent for Agent's own account its applicable Pro Rata Share of any such Revolving Credit Advance or payment by the Applicable Agent under or in respect of a Letter of Credit shall not relieve any other applicable Lender of its obligation hereunder to make available to the Applicable Agent its applicable Pro Rata Share thereof, but no Lender shall be responsible for the failure of any other Lender to make available such other Lender's Pro Rata Share of any such payment. (ii) If it shall be illegal or unlawful for Borrower to incur Revolving Credit Advances as contemplated by paragraph (b)(i) above because of an Event of Default described in Sections 8.1(h) or (i) or otherwise or if it shall be illegal or unlawful for any Lender to be deemed to have assumed a ratable share of the reimbursement obligations owed to an L/C Issuer, or if the L/C Issuer is a Lender, then (A) immediately and without further action whatsoever, each Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C Issuer, as the case may be) an undivided interest and participation equal to such Lender's Pro Rata Share (based on the Revolving Loan Commitments) of the Letter of Credit Obligations in respect of all Letters of Credit then outstanding and (B) thereafter, immediately upon issuance of any Letter of Credit, each Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C Issuer, as the case may be) an undivided interest and participation in such Lender's Pro Rata Share (based on the Revolving Loan Commitments) of the Letter of Credit Obligations with respect to such Letter of Credit on the date of such issuance. Each Lender shall fund its participation in all payments or disbursements made under the Letters of Credit upon Agent's request in the same manner as provided in the Agreement with respect to Revolving Credit Advances.”

Advances Automatic; Participations. (i) In the event that the Administrative Agent or any Lender Issuing Bank shall make any payment on or pursuant to any Letter of Credit Obligation, such payment shall then be deemed automatically to constitute a Revolving Credit Advance to Borrower Loan under Section 1.1(a) 2.01 of the this Agreement regardless of whether a Default or Event of Default has occurred and is continuing and notwithstanding Borrower's the Borrowers’ failure to satisfy the conditions precedent set forth in Section 24.02, and each Revolving Lender shall be obligated to pay its Pro Rata Share Applicable Percentage thereof in accordance with this Agreement. Such Revolving Loans shall be Revolving A-1 Loans unless the Agreement upon Agent's requestRevolving A-1 Commitment has been fully drawn. The failure of any Revolving Lender to make available to the Administrative Agent or Issuing Bank for Administrative Agent's ’s or Issuing Bank’s own account its Pro Rata Share Applicable Percentage of any such Revolving Credit Advance Loan or payment by Administrative Agent under or in respect of a Letter of Credit shall not relieve any other Revolving Lender of its obligation hereunder to make available to Administrative Agent or Issuing Bank its Pro Rata Share Applicable Percentage thereof, but no Revolving Lender shall be responsible for the failure of any other Revolving Lender to make available such other Revolving Lender's Pro Rata Share ’s Applicable Percentage of any such payment. (ii) If it shall be illegal or unlawful for Borrower to incur Revolving Credit Advances Loans as contemplated by paragraph (b)(i) above because of an Event of Default described in Sections 8.1(hSection 7.01(h) or (i) or otherwise or if it shall be illegal or unlawful for any Revolving Lender to be deemed to have assumed a ratable share of the reimbursement obligations owed to an L/C IssuerIssuing Bank, or if the L/C Issuer Issuing Bank is a Revolving Lender, then (Ai) immediately and without further action whatsoever, each Revolving Lender shall be deemed to have irrevocably and unconditionally purchased from Administrative Agent (or such L/C IssuerIssuing Bank, as the case may be) an undivided interest and participation equal to such Revolving Lender's Pro Rata Share ’s Applicable Percentage (based on the Revolving Loan Commitments) of the Letter of Credit Obligations in respect of all Letters of Credit then outstanding and (Bii) thereafter, immediately upon issuance of any Letter of Credit, each Revolving Lender shall be deemed to have irrevocably and unconditionally purchased from Administrative Agent (or such L/C IssuerIssuing Bank, as the case may be) an undivided interest and participation in such Revolving Lender's Pro Rata Share ’s Applicable Percentage (based on the Revolving Loan Commitments) of the Letter of Credit Obligations with respect to such Letter of Credit on the date of such issuance. Each Revolving Lender shall fund its participation in all payments or disbursements made under the Letters of Credit upon Agent's request in the same manner as provided in the this Agreement with respect to Revolving Credit AdvancesLoans.

Advances Automatic; Participations. (i) In the event that If Administrative Agent or any Revolving Lender shall make any payment to an L/C Issuer on or pursuant to any Letter of Credit Obligation, such payment shall then be deemed automatically to constitute a Revolving Credit an Advance to Borrower under Section 1.1(a2.1(a) of the Agreement regardless of whether a Default or Event of Default has shall have occurred and is be continuing and notwithstanding Borrower's ’s failure to satisfy the conditions precedent set forth in Section 23, and each Revolving Lender shall be obligated to pay its Pro Rata Share thereof in accordance with the Agreement upon Agent's requestthis Agreement. The failure of any Revolving Lender to make available to Administrative Agent for Agent's own account its Pro Rata Share of any such Revolving Credit Advance or payment by Administrative Agent under or in respect of a Letter of Credit shall not relieve any other Revolving Lender of its obligation hereunder to make available to Administrative Agent its Pro Rata Share thereof, but no Revolving Lender shall be responsible for the failure of any other Revolving Lender to make available such other Revolving Lender's ’s Pro Rata Share of any such payment. (ii) If the L/C Issuer is a Revolving Lender or if it shall be illegal or unlawful for Borrower to incur Revolving Credit Advances as contemplated by paragraph (b)(iSection 2.2(b)(i) above because of an Event of Default described in Sections 8.1(hSection 9.1(h) or (i) or otherwise or if it shall be illegal or unlawful for any Revolving Lender to be deemed to have assumed a ratable share of the reimbursement obligations owed with respect to an L/C Issuer, or if the L/C Issuer is a Lenderany Letter of Credit Obligation, then (A) immediately and without further action whatsoever, each Revolving Lender shall be deemed to have irrevocably and unconditionally purchased from Administrative Agent (or such L/C Issuer, as the case may be) an undivided interest and participation equal to such Revolving Lender's ’s Pro Rata Share (based on the Revolving Loan Commitments) of the Letter of Credit Obligations in respect of all Letters of Credit then outstanding and (B) thereafter, immediately upon issuance of any Letter of Credit, each Revolving Lender shall be deemed to have irrevocably and unconditionally purchased from Administrative Agent (or such L/C Issuer, as the case may be) an undivided interest and participation in such Revolving Lender's ’s Pro Rata Share (based on the Revolving Loan Commitments) of the Letter of Credit Obligations with respect to such Letter of Credit on the date of such issuance. Each Revolving Lender shall fund its participation in all payments or disbursements made under the Letters of Credit upon Agent's request in the same manner as provided in the this Agreement with respect to Revolving Credit Advances.

Advances Automatic; Participations. (i) In the event that Agent the L/C Issuer makes or any Lender shall is required to make any payment on or pursuant to any Letter of Credit ObligationCredit, (1) it shall promptly notify Agent and Borrower thereof, (2) Agent shall pay the L/C Issuer the amount of such payment within one Business Day after receipt of such notice, and (3) such payment shall then be deemed automatically to constitute be a Revolving Credit Advance to Borrower Loan under Section 1.1(a2.2(a) of the Agreement this Agreement, regardless of whether a Default or Event of Default has occurred and is continuing and notwithstanding Borrower's failure to satisfy the conditions precedent set forth in Section 24.2, and each Revolving Lender shall be obligated to pay its Pro Rata Share thereof in accordance with the Agreement upon Agent's requestthis Agreement. The failure of any Revolving Lender to make available to Agent for Agent's own account its Pro Rata Share of any such Revolving Credit Advance Loan or payment by Agent under or in respect of a Letter of Credit to the L/C Issuer shall not relieve any other Revolving Lender of its obligation hereunder to make available to Agent its Pro Rata Share thereof, but no Revolving Lender shall be responsible for the failure of any other Revolving Lender to make available such other Revolving Lender's Pro Rata Share of any such payment. (ii) If it Borrower shall be illegal or unlawful for Borrower unable to incur Revolving Credit Advances Loans as contemplated by paragraph (b)(ic)(i) above because of an Event of Default described in Sections 8.1(h) or (iSection 8.1(g) or otherwise or if it shall be illegal or unlawful for any Revolving Lender to be deemed to have assumed a ratable share of the reimbursement obligations owed to an the L/C Issuer, or if the L/C Issuer is a Lender, then (A) immediately and without further action whatsoever, each Revolving Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such the L/C Issuer, as the case may be) Issuer an undivided interest and participation equal to such Revolving Lender's Pro Rata Share (based on the its Revolving Loan CommitmentsCommitment) of the Letter of Credit Obligations in respect of all Letters of Credit then outstanding and (B) thereafter, immediately upon issuance of any Letter of Credit, each Revolving Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such the L/C Issuer, as the case may be) Issuer an undivided interest and participation in such Revolving Lender's Pro Rata Share (based on the its Revolving Loan CommitmentsCommitment) of the Letter of Credit Obligations with respect to such Letter of Credit on the date of such issuance. Each Revolving Lender shall fund its participation in all payments or disbursements made under the Letters of Credit upon Agent's request in the same manner as provided in the this Agreement with respect to Revolving Credit AdvancesLoans, and Agent shall reimburse the L/C Issuer for such payment and disbursements as set forth in clause (i) above. (iii) The obligations of Revolving Lenders under clauses (i) and (ii) above shall be for the benefit of Agent and L/C Issuer and may be enforced by L/C Issuer.

Advances Automatic; Participations. (i) In If no Revolving Lender is a Defaulting Lender, in the event that Agent or any Lender L/C Issuer shall make any payment on or pursuant to any Letter of Credit Obligation, such L/C Issuer shall notify Borrower and Agent thereof, and Xxxxxxxx shall reimburse such L/C Issuer in respect of such payment by paying to Agent for the account of such L/C Issuer an amount equal to such payment not later than the Business Day immediately after it receives notice of such payment. If the applicable L/C Issuer does not receive such reimbursement on the Business Day immediately after Borrower receives notice of such payment, such payment shall then be deemed automatically to constitute a Revolving Credit Advance to Borrower Loan under Section 1.1(a2.1(a)(ii) of the Agreement regardless of whether a Default or Event of Default has occurred and is continuing continuing, and notwithstanding Borrower's ’s failure to satisfy the conditions precedent set forth in Section 23.3, and and, if no Lender is a Defaulting Lender (or if the only Defaulting Lender is the L/C Issuer that issued such Letter of Credit), each Revolving Lender shall be obligated to pay its Pro Rata Share of the amount thereof in accordance with this Agreement. If any Revolving Lender other than the Agreement upon Agent's requestL/C Issuer that issued the applicable Letter of Credit is a Defaulting Lender, in the event that any L/C Issuer shall make any payment on or pursuant to any Letter of Credit Obligation and the conditions precedent set forth in Section 3.3 are satisfied at such time, such payment shall then be deemed automatically to constitute a Revolving Credit Loan and that Defaulting Lender’s Letter of Credit Obligations shall be reallocated to and assumed by the other Revolving Lenders pro rata in accordance with their Pro Rata Share of the amount of the Revolving Credit Loan (calculated as if the Defaulting Lender’s Pro Rata Share was reduced to zero and each other Revolving Lender’s Pro Rata Share had been increased proportionately); provided that no Revolving Lender shall be reallocated any Letter of Credit Obligations to the extent such reallocation shall cause its Pro Rata Share of the Aggregate Revolving Credit Exposure to exceed its Revolving Credit Commitment. If any Revolving Lender is a Defaulting Lender, each Revolving Lender that is not a Defaulting Lender shall pay to Agent for the account of such L/C Issuer its Pro Rata Share (increased as described above) of the Letter of Credit Obligations that from time to time remain outstanding; provided that no Revolving Lender shall be required to fund any amount to the extent such funding shall cause its Pro Rata Share of the Aggregate Revolving Credit Exposure to exceed its Revolving Credit Commitment. The failure of any Revolving Lender to make available to Agent for Agent's own the applicable L/C Issuer’s account its Pro Rata Share of any such Revolving Credit Advance Loan or payment by Agent under or in respect of a Letter of Credit to the applicable L/C Issuer shall not relieve any other Revolving Lender of its obligation hereunder to make available to Agent its Pro Rata Share thereof, but no Lender shall be responsible for the failure of any other Lender to make available such other Lender's Pro Rata Share of any such payment. (ii) If it shall be illegal or unlawful for Borrower to incur Incur Revolving Credit Advances Loans as contemplated by paragraph (b)(iSection 2.6(b)(i) above because of an Event of Default described in Sections 8.1(h) or (i) or otherwise above, or if it shall be illegal or unlawful for any Revolving Lender to be deemed to have assumed a ratable share of the reimbursement obligations owed to an any L/C Issuer, or if the L/C Issuer is a Lender, then (A) immediately and without further action whatsoever, each Revolving Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C Issuer, as the case may be) Issuer an undivided interest and participation equal to such Lender's Xxxxxx’s Pro Rata Share (based on the its Revolving Loan CommitmentsCredit Commitment) of the Letter of Credit Obligations in respect of all Letters of Credit then outstanding outstanding, and (B) thereafter, immediately upon issuance of any Letter of Credit, each Revolving Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C Issuer, as the case may be) Issuer an undivided interest and participation in such Lender's Revolving Xxxxxx’s Pro Rata Share (based on the its Revolving Loan CommitmentsCredit Commitment) of the Letter of Credit Obligations with respect to such Letter of Credit on the date of such issuance. Each Revolving Lender shall fund its participation in all payments or disbursements made under the Letters of Credit upon Agent's request in the same manner as provided in the this Agreement with respect to Revolving Credit AdvancesLoans, including with respect to the reallocation of Letter of Credit Obligations of Defaulting Lenders set forth in Section 2.6(b)(i) above. (iii) In determining whether to pay under any Letter of Credit, no L/C Issuer shall have any obligation relative to the other Revolving Lenders other than to confirm that any documents required to be delivered under such Letter of Credit 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 taken by an L/C Issuer under or in connection with any Letter of Credit issued by it shall not create for such L/C Issuer any resulting liability to 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 L/C Issuer (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Advances Automatic; Participations. (i) In the event that Agent or any Revolving Lender shall make any payment on or pursuant to any Letter of Credit Obligation, such payment shall then be deemed automatically to constitute a Revolving Credit Advance to the applicable Borrower under Section 1.1(a) of B-1 the Agreement regardless of whether a Default or Event of Default has occurred and is continuing and notwithstanding any Borrower's failure to satisfy the conditions precedent set forth in Section 2, and each Revolving Lender shall be obligated to pay its Pro Rata Share thereof in accordance with the Agreement upon Agent's requestAgreement. The failure of any Revolving Lender to make available to Agent for Agent's own account its Pro Rata Share of any such Revolving Credit Advance or payment by Agent under or in respect of a Letter of Credit shall not relieve any other Revolving Lender of its obligation hereunder to make available to Agent its Pro Rata Share thereof, but no Revolving Lender shall be responsible for the failure of any other Revolving Lender to make available such other Revolving Lender's Pro Rata Share of any such payment. (ii) If it shall be illegal or unlawful for any Borrower to incur Revolving Credit Advances as contemplated by paragraph (b)(i) above because of an Event of Default described in Sections Section 8.1(h) or (iSection 8.1(i) or otherwise or if it shall be illegal or unlawful for any Revolving Lender to be deemed to have assumed a ratable share of the reimbursement obligations owed to an L/C Issuer, or if the L/C Issuer is a Revolving Lender, then (A) immediately and without further action whatsoever, each Revolving Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C Issuer, as the case may be) an undivided interest and participation equal to such Revolving Lender's Pro Rata Share (based on the Revolving Loan Commitments) of the Letter of Credit Obligations in respect of all Letters of Credit then outstanding and (B) thereafter, immediately upon issuance of any Letter of Credit, each Revolving Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C Issuer, as the case may be) an undivided interest and participation in such Revolving Lender's Pro Rata Share (based on the Revolving Loan Commitments) of the Letter of Credit Obligations with respect to such Letter of Credit on the date of such issuance. Each Revolving Lender shall fund its participation in all payments or disbursements made under the Letters of Credit upon Agent's request in the same manner as provided in the Agreement with respect to Revolving Credit Advances.

Advances Automatic; Participations. (i) In the event that the Agent or any Lender Issuing Bank shall make any payment on or pursuant to any Letter of Credit Obligation, such payment shall then be deemed automatically to constitute a Revolving Credit Advance to Borrower Loan under Section 1.1(a) 2.02 of the this Agreement ------------ regardless of whether a Default or Event of Default has occurred and is continuing and notwithstanding Borrower's the Borrowers' failure to satisfy the conditions precedent set forth in Section 24.02, and each Revolving Lender shall be ------------ obligated to pay its Pro Rata Share Applicable Percentage thereof in accordance with the Agreement upon Agent's requestthis Agreement. The failure of any Revolving Lender to make available to the Agent or Issuing Bank for Agent's or Issuing Bank's own account its Pro Rata Share Applicable Percentage of any such Revolving Credit Advance Loan or payment by Agent under or in respect of a Letter of Credit shall not relieve any other Revolving Lender of its obligation hereunder to make available to Agent or Issuing Bank its Pro Rata Share Applicable Percentage thereof, but no Revolving Lender shall be responsible for the failure of any other Revolving Lender to make available such other Revolving Lender's Pro Rata Share Applicable Percentage of any such payment. (ii) If it shall be illegal or unlawful for Borrower to incur Revolving Credit Advances Loans as contemplated by paragraph (b)(i) above because of an Event of Default described in Sections 8.1(hSection 7.01(h) or (i) or otherwise or if it shall be illegal or unlawful for ----------------------- any Revolving Lender to be deemed to have assumed a ratable share of the reimbursement obligations owed to an L/C IssuerIssuing Bank, or if the L/C Issuer Issuing Bank is a Revolving Lender, then (Ai) immediately and without further action whatsoever, each Revolving Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C IssuerIssuing Bank, as the case may be) an undivided interest and participation equal to such Revolving Lender's Pro Rata Share Applicable Percentage (based on the Revolving Loan Commitments) of the Letter of Credit Obligations in respect of all Letters of Credit then outstanding and (Bii) thereafter, immediately upon issuance of any Letter of Credit, each Revolving Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C IssuerIssuing Bank, as the case may be) an undivided interest and participation in such Revolving Lender's Pro Rata Share Applicable Percentage (based on the Revolving Loan Commitments) of the Letter of Credit Obligations with respect to such Letter of Credit on the date of such issuance. Each Revolving Lender shall fund its participation in all payments or disbursements made under the Letters of Credit upon Agent's request in the same manner as provided in the this Agreement with respect to Revolving Credit AdvancesLoans.

Advances Automatic; Participations. (i) In the event that Agent the L/C Issuer makes or any Lender shall is required to make any payment on or pursuant to any Letter of Credit ObligationCredit, (1) it shall promptly notify the Administrative Agent and the Administrative Borrower thereof, (2) Administrative Agent shall pay the L/C Issuer the amount of such payment within one Business Day after receipt of such notice, (3) such payment shall then be deemed automatically to constitute be a Revolving Credit Advance to Borrower the Borrowers under Section 1.1(aSECTION 2.01(a) of the Agreement Agreement, regardless of whether a Default or Event of Default has occurred and is continuing and notwithstanding Borrower's any failure to satisfy the conditions precedent set forth in Section 2ARTICLE V, and each Lender shall be obligated to pay its Pro Rata Share thereof to the Administrative Agent in accordance with the Agreement upon Agent's requestAgreement. The failure of any Lender to make available to the Administrative Agent for the Administrative Agent's ’s own account its Pro Rata Share of any such Revolving Credit Advance or payment by the Administrative Agent under or in respect of a Letter of Credit to the L/C Issuer shall not relieve any other Lender of its obligation hereunder to make available to the Administrative Agent its Pro Rata Share thereof, but no Lender shall be responsible for the failure of any other Lender to make available such other Lender's ’s Pro Rata Share of any such payment. (iii) If it shall Borrowers would not be illegal or unlawful for Borrower able to incur Revolving Credit Advances as contemplated by paragraph (b)(i) above at the time of any such payment on or pursuant to a Letter of Credit because of an Event of Default described in Sections SECTIONS 8.1(h) or (i) or otherwise or if it shall be illegal or unlawful for any Lender to be deemed to have assumed a ratable share of the reimbursement obligations owed to an the L/C Issuer, or if the L/C Issuer is a Lender, then (A) immediately and without further action whatsoever, each Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such the L/C Issuer, as the case may be) Issuer an undivided interest and participation equal to such Lender's ’s Pro Rata Share (based on the Revolving Loan Commitmentsits Commitment) of the aggregate Letter of Credit Obligations in respect of all Letters of Credit then outstanding Usage and (B) thereafter, immediately upon issuance of any Letter of Credit, each Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such the L/C Issuer, as the case may be) an undivided interest and participation in such Lender's Pro Rata Share (based on the Revolving Loan Commitments) of the Letter of Credit Obligations Usage with respect to such Letter of Credit in an amount equal to such Lender’s Pro Rata Share (based on the date of such issuanceits Commitment) thereof. Each Lender shall fund its participation in all payments or disbursements made under the Letters of Credit upon Agent's request to the Administrative Agent in the same manner as provided in the Agreement with respect to Revolving Credit Advances, and the Administrative Agent shall reimburse the L/C Issuer for such payment and disbursements as set forth in clause (i) above. (ii) The obligations of Lenders under clauses (i) and (ii) above shall be for the benefit of the Administrative Agent and the L/C Issuer and may be enforced by the L/C Issuer.

Advances Automatic; Participations. (i) In the event that Agent or any Revolving Lender shall make any payment on or pursuant to any Letter of Credit Obligation, such payment shall then be deemed automatically to constitute a Revolving Credit Advance to the applicable Borrower under Section 1.1(a) of the Agreement regardless of whether a Default or Event of Default has occurred and is continuing and notwithstanding any Borrower's ’s failure to satisfy the conditions precedent set forth in Section 2, and each Revolving Lender shall be obligated to pay its Pro Rata Share thereof in accordance with the Agreement upon Agent's requestAgreement. The failure of any Revolving Lender to make available to Agent for Agent's ’s own account its Pro Rata Share of any such Revolving Credit Advance or payment by Agent under or in respect of a Letter of Credit shall not relieve any other Revolving Lender of its obligation hereunder to make available to Agent its Pro Rata Share thereof, but no Revolving Lender shall be responsible for the failure of any other Revolving Lender to make available such other Revolving Lender's ’s Pro Rata Share of any such payment. (ii) If it shall be illegal or unlawful for any Borrower to incur Revolving Credit Advances as contemplated by paragraph (b)(i) above because of an Event of Default described in Sections 8.1(h) or (i) or otherwise or if it shall be illegal or unlawful for any Revolving Lender to be deemed to have assumed a ratable share of the reimbursement obligations owed to an L/C Issuer, or if the L/C Issuer is a Revolving Lender, then (A) immediately and without further action whatsoever, each Revolving Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C Issuer, as the case may be) an undivided interest and participation equal to such Revolving Lender's ’s Pro Rata Share (based on the Revolving Loan Commitments) of the Letter of Credit Obligations in respect of all Letters of Credit then outstanding and (B) thereafter, immediately upon issuance of any Letter of Credit, each Revolving Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C Issuer, as the case may be) an undivided interest and participation in such Revolving Lender's ’s Pro Rata Share (based on the Revolving Loan Commitments) of the Letter of Credit Obligations with respect to such Letter of Credit on the date of such issuance. Each Revolving Lender shall fund its participation in all payments or disbursements made under the Letters of Credit upon Agent's request in the same manner as provided in the Agreement with respect to Revolving Credit Advances.

Advances Automatic; Participations. (i) In the event that Agent or any Lender shall make any payment on or pursuant to any Letter of Credit Obligation, such payment shall then be deemed automatically to constitute a Revolving Credit Advance to Borrower under Section 1.1(a) of the Agreement regardless of whether a Default or Event of Default has shall have occurred and is be continuing and notwithstanding Borrower's failure to satisfy the conditions precedent set forth in Section 2, and each Lender shall be obligated to pay its Pro Rata Share thereof in accordance with the Agreement upon Agent's requestAgreement. The failure of any Lender to make available to Agent for Agent's own account its Pro Rata Share of any such Revolving Credit Advance or payment by Agent under or in respect of a Letter of Credit shall not relieve any other Lender of its obligation hereunder to make available to Agent its Pro Rata Share thereof, but no Lender shall be responsible for the failure of any other Lender to make available such other Lender's Pro Rata Share of any such payment. (ii) If it shall be illegal or unlawful for Borrower to incur Revolving Credit Advances as contemplated by paragraph (b)(i) above because of an Event of Default described in Sections Section 8.1(h) or (i) or otherwise or if it shall be illegal or unlawful for any Lender to be deemed to have assumed a ratable share of the reimbursement obligations owed to an L/C Issuer, or if the L/C Issuer is a Lender, then (Ai) immediately and without further action whatsoever, each Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C Issuer, as the case may be) an undivided interest and participation equal to such Lender's Pro Rata Share (based on the Revolving Loan Commitments) of the Letter of Credit Obligations in respect of all Letters of Credit then outstanding and (Bii) thereafter, immediately upon issuance of any Letter of Credit, each Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C Issuer, as the case may be) an undivided interest and participation in such Lender's Pro Rata Share (based on the Revolving Loan Commitments) of the Letter of Credit Obligations with respect to such Letter of Credit on the date of such issuance. Each Lender shall fund its participation in all payments or disbursements made under the Letters of Credit upon Agent's request in the same manner as provided in the Agreement with respect to Revolving Credit Advances.

Advances Automatic; Participations. (i) In the event that Agent or any Revolving Lender shall make any payment on or pursuant to any Letter of Credit Obligation, such payment shall then be deemed automatically to constitute a Revolving Credit Advance to the applicable Borrower under Section 1.1(a) of the Agreement regardless of whether a Default or Event of Default has occurred and is continuing and notwithstanding any Borrower's ’s failure to satisfy the conditions precedent set forth in Section 2, and each Revolving Lender shall be obligated to pay its Pro Rata Share thereof in accordance with the Agreement upon Agent's requestAgreement. The failure of any Revolving Lender to make available to Agent for Agent's ’s own account its Pro Rata Share of any such Revolving Credit Advance or payment by Agent under or in respect of a Letter of Credit shall not relieve any other Revolving Lender of its obligation hereunder to make available to Agent its Pro Rata Share thereof, but no Revolving Lender shall be responsible for the failure of any other Revolving Lender to make available such other Revolving Lender's ’s Pro Rata Share of any such payment. (ii) If it shall be illegal or unlawful for any Borrower to incur Revolving Credit Advances as contemplated by paragraph (b)(i) above because of an Event of Default described in Sections 8.1(h) or (i) or otherwise or if it shall be illegal or unlawful for any Revolving Lender to be deemed to have assumed a ratable share of the reimbursement obligations owed to an L/C Issuer, or if the L/C Issuer is a Revolving Lender, then (Ai) immediately and without further action whatsoever, each Revolving Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C Issuer, as the case may be) an undivided interest and participation equal to such Revolving Lender's ’s Pro Rata Share (based on the Revolving Loan Commitments) of the Letter of Credit Obligations in respect of all Letters of Credit then outstanding and (Bii) thereafter, immediately upon issuance of any Letter of Credit, each Revolving Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C Issuer, as the case may be) an undivided interest and participation in such Revolving Lender's ’s Pro Rata Share (based on the Revolving Loan Commitments) of the Letter of Credit Obligations with respect to such Letter of Credit on the date of such issuance. Each Revolving Lender shall fund its participation in all payments or disbursements made under the Letters of Credit upon Agent's request in the same manner as provided in the Agreement with respect to Revolving Credit Advances.

Advances Automatic; Participations. (i) In If no Lender is a Non-Funding Lender, in the event that Agent or any Lender shall make any payment on or pursuant to any Letter of Credit Obligation, such payment shall then be deemed automatically to constitute a Revolving Credit Advance to Borrower under Section 1.1(a2.1(a) of the Agreement regardless of whether a Default or Event of Default has occurred and is continuing and notwithstanding Borrower's any Borrowers’ failure to satisfy the conditions precedent set forth in Section 23.2, and and, if no Lender is a Non-Funding Lender, (or if the only Non-Funding Lender is the L/C Issuer that issued such Letter of Credit), each Lender shall be obligated to pay its Pro Rata Share thereof in accordance with this Agreement. If any Lender is a Non-Funding Lender and the Agreement upon Agent's requestconditions precedent set forth in Section 3.2 are satisfied at such time that, Non-Funding Lender’s Letter of Credit Obligations shall be reallocated to and assumed by the other Lenders pro rata in accordance with their Pro Rata Share of the Revolving Loan (calculated as if the Non-Funding Lender’s Pro Rata Share was reduced to zero and each other Lender’s Pro Rata Share had been increased proportionately). If any Lender is a Non-Funding Lender, each Lender that is not a Non-Funding Lender shall pay to Funding Agent for the account of such L/C Issuer its Pro Rata Share (increased as described above) of the Letter of Credit Obligations that from time to time remain outstanding; provided that no Lender shall be required to fund any amount in excess of its Revolver 1 Commitment or Revolver 2 Commitment, as the case may be. The failure of any Lender to make available to Funding Agent for Funding Agent's ’s own account its Pro Rata Share of any such Revolving Credit Advance or payment by Funding Agent under or in respect of a Letter of Credit to the L/C Issuer shall not relieve any other Lender of its obligation hereunder to make available to Funding Agent its Pro Rata Share thereof, but no Lender shall be responsible for the failure of any other Lender to make available such other Lender's Pro Rata Share of any such payment. (ii) If it shall be illegal or unlawful for Borrower Borrowers to incur Revolving Credit Advances as contemplated by paragraph (b)(iSection 2.2(b)(i) above because of an Event of Default described in Sections 8.1(h) or (i) or otherwise or if it shall be illegal or unlawful for any Lender to be deemed to have assumed a ratable share of the reimbursement obligations owed to an the L/C Issuer, or if the L/C Issuer is a Lender, then (A) immediately and without further action whatsoever, each Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C Issuer, as the case may be) an undivided interest and participation equal to such Lender's ’s Pro Rata Share (based on the Revolving Loan Commitmentsits Commitment) of the Letter of Credit Obligations in respect of all Letters of Credit then outstanding and (B) thereafter, immediately upon issuance of any Letter of Credit, each Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C Issuer, as the case may be) an undivided interest and participation in such Lender's ’s Pro Rata Share (based on the Revolving Loan Commitmentsits Commitment) of the Letter of Credit Obligations with respect to such Letter of Credit on the date of such issuance. Each Lender shall fund its participation in all payments or disbursements made under the Letters of Credit upon Agent's request in the same manner as provided in the this Agreement with respect to Revolving Credit Advances (iii) In determining whether to pay under any Letter of Credit, no L/C Issuer shall have any obligation relative to the other Lenders other than to confirm that any documents required to be delivered under such Letter of Credit 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 taken by an L/C Issuer under or in connection with any Letter of Credit issued by it shall not create for such L/C Lender any resulting liability to the Borrowers, any other Credit Party, any Lender or any other Person unless such action is taken or omitted to be taken with bad faith, gross negligence, or willful misconduct on the part of such L/C Issuer (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Advances Automatic; Participations. (i) In the event that Agent or any Revolving Lender shall make any payment on or pursuant to any Letter of Credit Obligation, such payment shall then be deemed automatically to constitute a Revolving Credit Advance to Borrower under Section 1.1(a) of the Agreement regardless of whether a Default or Event of Default has occurred and is continuing and notwithstanding any Borrower's ’s failure to satisfy the conditions precedent set forth in Section 2, and each Revolving Lender shall be obligated to pay its Pro Rata Share thereof in accordance with the Agreement upon Agent's requestAgreement. The failure of any Revolving Lender to make available to Agent for Agent's ’s own account its Pro Rata Share of any such Revolving Credit Advance or payment by Agent under or in respect of a Letter of Credit shall not relieve any other Revolving Lender of its obligation hereunder to make available to Agent its Pro Rata Share thereof, but no Revolving Lender shall be responsible for the failure of any other Revolving Lender to make available such other Revolving Lender's ’s Pro Rata Share of any such payment. (ii) If it shall be illegal or unlawful for any Borrower to incur Revolving Credit Advances as contemplated by paragraph (b)(i) above because of an Event of Default described in Sections 8.1(h) or (i) or otherwise or if it shall be illegal or unlawful for any Revolving Lender to be deemed to have assumed a ratable share of the reimbursement obligations owed to an L/C Issuer, or if the L/C Issuer is a Revolving Lender, then (A) immediately and without further action whatsoever, each Revolving Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C Issuer, as the case may be) an undivided interest and participation equal to such Revolving Lender's ’s Pro Rata Share (based on the Revolving Loan Commitments) of the Letter of Credit Obligations in respect of all Letters of Credit then outstanding and (B) thereafter, immediately upon issuance of any Letter of Credit, each Revolving Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C Issuer, as the case may be) an undivided interest and participation in such Revolving Lender's ’s Pro Rata Share (based on the Revolving Loan Commitments) of the Letter of Credit Obligations with respect to such Letter of Credit on the date of such issuance. Each Revolving Lender shall fund its participation in all payments or disbursements made under the Letters of Credit upon Agent's request in the same manner as provided in the Agreement with respect to Revolving Credit Advances.

Advances Automatic; Participations. (ia) In the event that Agent or any Lender shall make any payment on or pursuant to any Letter of Credit Obligation, such payment shall then be deemed automatically to constitute a Revolving Credit an Advance to Borrower under Section 1.1(a) 2.2 of the Agreement regardless of whether a Default or Event of Default has shall have occurred and is be continuing and notwithstanding Borrower's the Borrowers' failure to satisfy the conditions precedent set forth in Section 2Article 5, and each Lender shall be obligated to pay its Pro Rata Share thereof in accordance with an amount calculated by applying such Lender's Commitment Percentage to the Agreement upon Agent's requestaggregate amount of such payment. The failure of any Lender to make available to Agent for Agent's own account its Pro Rata Share of an amount equivalent to a Lender's Commitment Percentage as to any such Revolving Credit Advance or payment by Agent under or in respect of a Letter of Credit shall not relieve any other Lender of its obligation hereunder to make available to Agent its Pro Rata Share thereof, but no Lender shall be responsible for the failure of any other Lender an amount equivalent to make available such other Lender's Pro Rata Share of Commitment Percentage with respect thereto, but no breach by a Lender shall cause an increase in any such paymentother Lender's Commitment Percentage. (iib) If it shall be illegal or unlawful for Borrower to incur Revolving Credit Advances as contemplated by paragraph (b)(i) above because of an Event of Default described in Sections 8.1(h) or (i) or otherwise or if it shall be illegal or unlawful for any Lender to be deemed to have assumed a ratable share of the reimbursement obligations Reimbursement Obligations owed to an L/C IssuerIssuing Bank, or if the L/C Issuer Issuing Bank is a Lender, then (Ai) immediately and without further action whatsoever, each Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C IssuerIssuing Bank, as the case may be) an undivided interest and participation equal in an amount equivalent to such Lender's Pro Rata Share Commitment Percentage (based on the Revolving Loan Commitments) of the Letter of Credit Obligations in respect of all Letters of Credit then outstanding and (Bii) thereafter, immediately upon issuance of any Letter of Credit, each Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C IssuerIssuing Bank, as the case may be) an undivided interest and participation in an amount equivalent to such Lender's Pro Rata Share Commitment Percentage (based on the Revolving Loan Commitments) of the Letter of Credit Obligations with respect to such Letter of Credit on the date of such issuance. Each Lender shall fund its participation in all payments or disbursements made under the Letters of Credit upon Agent's request in the same manner as provided in the Agreement with respect to Revolving Credit AdvancesAdvances as set out in Section 2.2(b) hereof.

Advances Automatic; Participations. (i) In the event that Agent or any Revolving Lender shall make any payment on or pursuant to any Letter of Credit Obligation, such payment shall then be deemed automatically to constitute a Revolving Credit Advance to the applicable Borrower under Section SECTION 1.1(a) of the Agreement regardless of whether a Default or Event of Default has shall have occurred and is be continuing and notwithstanding any Borrower's failure to satisfy the conditions precedent set forth in Section SECTION 2, and each Revolving Lender shall be obligated to pay its Pro Rata Share thereof in accordance with the Agreement upon Agent's requestAgreement. The failure of any Revolving Lender to make available to Agent for Agent's own account its Pro Rata Share of any such Revolving Credit Advance or payment by Agent under or in respect of a Letter of Credit shall not relieve any other Revolving Lender of its obligation hereunder to make available to Agent its Pro Rata Share thereof, but no Revolving Lender shall be responsible for the failure of any other Revolving Lender to make available such other Revolving Lender's Pro Rata Share of any such payment. (ii) If it shall be illegal or unlawful for any Borrower to incur Revolving Credit Advances as contemplated by paragraph PARAGRAPH (b)(i) above because of an Event of Default described in Sections SECTIONS 8.1(h) or (i) or otherwise or if it shall be illegal or unlawful for any Revolving Lender to be deemed to have assumed a ratable share of the reimbursement obligations owed to an L/C Issuer, or if the L/C Issuer is a Revolving Lender, then (A) immediately and without further action whatsoever, each Revolving Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C Issuer, as the case may be) an undivided interest and participation equal to such Revolving Lender's Pro Rata Share (based on the Revolving Loan Commitments) of the Letter of Credit Obligations in respect of all Letters of Credit then outstanding and (B) thereafter, immediately upon issuance of any Letter of Credit, each Revolving Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C Issuer, as the case may be) an undivided interest and participation in such Revolving Lender's Pro Rata Share (based on the Revolving Loan Commitments) of the Letter of Credit Obligations with respect to such Letter of Credit on the date of such issuance. Each Revolving Lender shall fund its participation in all payments or disbursements made under the Letters of Credit upon Agent's request in the same manner as provided in the Agreement with respect to Revolving Credit Advances.

Advances Automatic; Participations. (i) In the event that an Agent or any Fronting Lender shall make any payment on or pursuant to any European Letter of Credit Obligation, such payment shall then be deemed automatically to constitute a European Revolving Credit Advance to Borrower the European Borrowers under Section 1.1(a1.1 (a) of the Agreement regardless of whether a Default or Event of Default has occurred and is continuing and notwithstanding Borrower's European Borrowers’ failure to satisfy the conditions precedent set forth in Section 2, and each Lender shall be obligated to pay its Pro Rata Share thereof in accordance with the Agreement upon Agent's request. The failure of any Lender to make available to Agent for Agent's own account its Pro Rata Share of any such Revolving Credit Advance or payment by Agent under or in respect of a Letter of Credit shall not relieve any other Lender of its obligation hereunder to make available to Agent its Pro Rata Share thereof, but no Lender shall be responsible for the failure of any other Lender to make available such other Lender's Pro Rata Share of any such payment2 . (ii) If it shall be illegal or unlawful for Borrower European Borrowers to incur European Revolving Credit Advances as contemplated by paragraph (b)(i) above because of an Event of Default described in Sections 8.1(h8.1 (h) or (i) or otherwise or if it shall be illegal or unlawful for any Fronting Lender to be deemed to have assumed a ratable share of the reimbursement obligations owed to an European L/C Issuer, or if the European L/C Issuer is a Fronting Lender, then (A) immediately and without further action whatsoever, each Lender European Revolving Loan Participant shall be deemed to have irrevocably and unconditionally purchased from Agent Fronting Lender (or such European L/C Issuer, as the case may be) an undivided interest and participation equal to such Lender's European Revolving Loan Participant’s Pro Rata Share (based on the European Revolving Loan Commitments) of the European Letter of Credit Obligations in respect of all European Letters of Credit then outstanding and (B) thereafter, immediately upon issuance of any European Letter of Credit, each Lender European Revolving Loan Participant shall be deemed to have irrevocably and unconditionally purchased from Agent Fronting Lender (or such European L/C Issuer, as the case may be) an undivided interest and participation in such Lender's European Revolving Loan Participant’s Pro Rata Share (based on the European Revolving Loan Commitments) of the European Letter of Credit Obligations with respect to such European Letter of Credit on the date of such issuance. Each Lender European Revolving Loan Participant shall fund its participation in all payments or disbursements made under the European Letters of Credit upon Agent's request in the same manner as provided in the Agreement with respect to European Revolving Credit Advances.

Advances Automatic; Participations. (i) In the event that Agent or any Lender shall make any payment on or pursuant to any Letter of Credit Obligation, such payment shall then be deemed automatically to constitute a Revolving Credit Advance to Borrower under Section 1.1(a) of the Agreement regardless of whether a Default or Event of Default has occurred and is continuing and notwithstanding Borrower's failure to satisfy the conditions precedent set forth in Section 2, and each Lender shall be obligated to pay its Pro Rata Share thereof in accordance with the Agreement upon Agent's requestAgreement. The failure of any Lender to make available to Agent for Agent's own account its Pro Rata Share of any such Revolving Credit Advance or payment by Agent under or in respect of a Letter of Credit shall not relieve any other Lender of its obligation hereunder to make available to Agent its Pro Rata Share thereof, but no Lender shall be responsible for the failure of any other Lender to make available such other Lender's Pro Rata Share of any such payment. (ii) If it shall be illegal or unlawful for Borrower to incur Revolving Credit Advances as contemplated by paragraph (b)(i) above because of an Event of Default described in Sections 8.1(h) or (i) or otherwise or if it shall be illegal or unlawful for any Lender to be deemed to have assumed a ratable share of the reimbursement obligations owed to an L/C Issuer, or if the L/C Issuer is a Lender, then (A) immediately and without further action whatsoever, each Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C Issuer, as the case may be) an undivided interest and participation equal to such Lender's Pro Rata Share (based on the Revolving Loan Commitments) of the Letter of Credit Obligations in respect of all Letters of Credit then outstanding and (B) thereafter, immediately upon issuance of any Letter of Credit, each Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C Issuer, as the case may be) an undivided interest and participation in such Lender's Pro Rata Share (based on the Revolving Loan Commitments) of the Letter of Credit Obligations with respect to such Letter of Credit on the date of such issuance. Each Lender shall fund its participation in all payments or disbursements made under the Letters of Credit upon Agent's request in the same manner as provided in the Agreement with respect to Revolving Credit Advances.

Advances Automatic; Participations. (ia) In the event that Agent or any Lender shall make any payment on or pursuant to any Letter of Credit Obligation, such payment shall then be deemed automatically to constitute a Revolving Credit an Advance to Borrower under Section 1.1(a) 2.2 of the Agreement regardless of whether a Default or Event of Default has shall have occurred and is be continuing and notwithstanding Borrower's the Borrowers' failure to satisfy the conditions precedent set forth in Section 2Article 5, and each Lender shall be obligated to pay its Pro Rata Share thereof in accordance with an amount calculated by applying such Lender's Commitment Percentage to the Agreement upon Agent's requestaggregate amount of such payment. The failure of any Lender to make available to Agent for Agent's own account its Pro Rata Share of an amount equivalent to a Lender's Commitment Percentage as to any such Revolving Credit Advance or payment by Agent under or in respect of a Letter of Credit shall not relieve any other Lender of its obligation hereunder to make available to Agent its Pro Rata Share thereof, but no Lender shall be responsible for the failure of any other Lender an amount equivalent to make available such other Lender's Pro Rata Share of Commitment Percentage with respect thereto, but no breach by a Lender shall cause an increase in any such paymentother Lender's Commitment Percentage. (iib) If it shall be illegal or unlawful for Borrower the Borrowers to incur Revolving Credit Advances as Loans in the circumstances contemplated by paragraph (b)(ia) above because of an Event of Default described in Sections 8.1(hSection 12.1(g) or (ih) or otherwise or if it shall be illegal or unlawful for any Lender to be deemed to have assumed a ratable share of the reimbursement obligations Reimbursement Obligations owed to an L/C IssuerIssuing Bank, or if the L/C Issuer Issuing Bank is a Lender, then (Ai) immediately and without further action whatsoever, each Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C IssuerIssuing Bank, as the case may be) an undivided interest and participation equal in an amount equivalent to such Lender's Pro Rata Share Commitment Percentage (based on the Revolving Loan Commitments) of the Letter of Credit Obligations in respect of all Letters of Credit then outstanding and (Bii) thereafter, immediately upon issuance of any Letter of Credit, each Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C IssuerIssuing Bank, as the case may be) an undivided interest and participation in an amount equivalent to such Lender's Pro Rata Share Commitment Percentage (based on the Revolving Loan Commitments) of the Letter of Credit Obligations with respect to such Letter of Credit on the date of such issuance. Each Lender shall fund its participation in all payments or disbursements made under the Letters of Credit upon Agent's request in the same manner as provided in the Agreement with respect to Revolving Credit AdvancesAdvances as set out in Section 2.2(b) hereof.

Advances Automatic; Participations. (i) In the event that Agent the L/C Issuer makes or any Lender shall is required to make any payment on or pursuant to any Letter of Credit ObligationCredit, (1) it shall promptly notify Agent and Borrower thereof, (2) Agent shall pay the L/C Issuer the amount of such payment within one Business Day after receipt of such notice, and (3) such payment shall then be deemed automatically to constitute be a Revolving Credit Advance to Borrower Loan under Section 1.1(a2.2(a) of the Agreement this Agreement, regardless of whether a Default or Event of Default has occurred and is continuing and notwithstanding Borrower's ’s failure to satisfy the conditions precedent set forth in Section 24.2, and each Revolving Lender shall be obligated to pay its Pro Rata Share thereof in accordance with the Agreement upon Agent's requestthis Agreement. The failure of any Revolving Lender to make available to Agent for Agent's ’s own account its Pro Rata Share of any such Revolving Credit Advance Loan or payment by Agent under or in respect of a Letter of Credit to the L/C Issuer shall not relieve any other Revolving Lender of its obligation hereunder to make available to Agent its Pro Rata Share thereof, but no Revolving Lender shall be responsible for the failure of any other Revolving Lender to make available such other Revolving Lender's ’s Pro Rata Share of any such payment. (ii) If it Borrower shall be illegal or unlawful for Borrower unable to incur Revolving Credit Advances Loans as contemplated by paragraph (b)(ic)(i) above because of an Event of Default described in Sections 8.1(h) or (iSection 8.1(g) or otherwise or if it shall be illegal or unlawful for any Revolving Lender to be deemed to have assumed a ratable share of the reimbursement obligations owed to an the L/C Issuer, or if the L/C Issuer is a Lender, then (A) immediately and without further action whatsoever, each Revolving Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such the L/C Issuer, as the case may be) Issuer an undivided interest and participation equal to such Revolving Lender's ’s Pro Rata Share (based on the its Revolving Loan CommitmentsCommitment) of the Letter of Credit Obligations in respect of all Letters of Credit then outstanding and (B) thereafter, immediately upon issuance of any Letter of Credit, each Revolving Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such the L/C Issuer, as the case may be) Issuer an undivided interest and participation in such Revolving Lender's ’s Pro Rata Share (based on the its Revolving Loan CommitmentsCommitment) of the Letter of Credit Obligations with respect to such Letter of Credit on the date of such issuance. Each Revolving Lender shall fund its participation in all payments or disbursements made under the Letters of Credit upon Agent's request in the same manner as provided in the this Agreement with respect to Revolving Credit AdvancesLoans, and Agent shall reimburse the L/C Issuer for such payment and disbursements as set forth in clause (i) above. (iii) The obligations of Revolving Lenders under clauses (i) and (ii) above shall be for the benefit of Agent and L/C Issuer and may be enforced by L/C Issuer.

Advances Automatic; Participations. (i) In the event that Agent or any Revolving Lender shall make any payment on or pursuant to any Letter of Credit Obligation, such payment shall then be deemed automatically to constitute a Revolving Credit Advance to the applicable Borrower under Section 1.1(aSECTION 1.1(A) of the Agreement regardless of whether a Default or Event of Default has occurred and is continuing and notwithstanding any Borrower's failure to satisfy the conditions precedent set forth in Section SECTION 2, and each Revolving Lender shall be obligated to pay its Pro Rata Share thereof in accordance with the Agreement upon Agent's requestAgreement. The failure of any Revolving Lender to make available to Agent for Agent's own account its Pro Rata Share of any such Revolving Credit Advance or payment by Agent under or in respect of a Letter of Credit shall not relieve any other Revolving Lender of its obligation hereunder to make available to Agent its Pro Rata Share thereof, but no Revolving Lender shall be responsible for the failure of any other Revolving Lender to make available such other Revolving Lender's Pro Rata Share of any such payment. (ii) If it shall be illegal or unlawful for any Borrower to incur Revolving Credit Advances as contemplated by paragraph PARAGRAPH (b)(iB)(I) above because of an Event of Default described in Sections 8.1(hSECTIONS 8.1(H) or (iI) or otherwise or if it shall be illegal or unlawful for any Revolving Lender to be deemed to have assumed a ratable share of the reimbursement obligations owed to an L/C Issuer, or if the L/C Issuer is a Revolving Lender, then (Ai) immediately and without further action whatsoever, each Revolving Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C Issuer, as the case may be) an undivided interest and participation equal to such Revolving Lender's Pro Rata Share (based on the Revolving Loan Commitments) of the Letter of Credit Obligations in respect of all Letters of Credit then outstanding and (Bii) thereafter, immediately upon issuance of any Letter of Credit, each Revolving Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C Issuer, as the case may be) an undivided interest and participation in such Revolving Lender's Pro Rata Share (based on the Revolving Loan Commitments) of the Letter of Credit Obligations with respect to such Letter of Credit on the date of such issuance. Each Revolving Lender shall fund its participation in all payments or disbursements made under the Letters of Credit upon Agent's request in the same manner as provided in the Agreement with respect to Revolving Credit Advances.

Advances Automatic; Participations. (i) In the event that Agent or any Revolving Lender shall make any payment on or pursuant to any Letter of Credit Obligation, such payment shall then be deemed automatically to constitute a Revolving Credit Advance to the applicable Borrower under Section SECTION 1.1(a) of the Agreement regardless of whether a Default or Event of Default has occurred and is continuing and notwithstanding any Borrower's failure to satisfy the conditions precedent set forth in Section SECTION 2, and each Revolving Lender shall be obligated to pay its Pro Rata Share thereof in accordance with the Agreement upon Agent's requestAgreement. The failure of any Revolving Lender to make available to Agent for Agent's own account its Pro Rata Share of any such Revolving Credit Advance or payment by Agent under or in respect of a Letter of Credit shall not relieve any other Revolving Lender of its obligation hereunder to make available to Agent its Pro Rata Share thereof, but no Revolving Lender shall be responsible for the failure of any other Revolving Lender to make available such other Revolving Lender's Pro Rata Share of any such payment. (ii) If it shall be illegal or unlawful for any Borrower to incur Revolving Credit Advances as contemplated by paragraph PARAGRAPH (b)(i) above because of an Event of CREDIT AGREEMENT Default described in Sections SECTIONS 8.1(h) or (i) or otherwise or if it shall be illegal or unlawful for any Revolving Lender to be deemed to have assumed a ratable share of the reimbursement obligations owed to an L/C Issuer, or if the L/C Issuer is a Revolving Lender, then (Ai) immediately and without further action whatsoever, each Revolving Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C Issuer, as the case may be) an undivided interest and participation equal to such Revolving Lender's Pro Rata Share (based on the Revolving Loan Commitments) of the Letter of Credit Obligations in respect of all Letters of Credit then outstanding and (Bii) thereafter, immediately upon issuance of any Letter of Credit, each Revolving Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such L/C Issuer, as the case may be) an undivided interest and participation in such Revolving Lender's Pro Rata Share (based on the Revolving Loan Commitments) of the Letter of Credit Obligations with respect to such Letter of Credit on the date of such issuance. Each Revolving Lender shall fund its participation in all payments or disbursements made under the Letters of Credit upon Agent's request in the same manner as provided in the Agreement with respect to Revolving Credit Advances.