Common use of Currency Conversion and Contingent Funding Agreement Clause in Contracts

Currency Conversion and Contingent Funding Agreement. (a) Each Tranche A Revolving Lender hereby unconditionally and irrevocably agrees to purchase (in Dollars) an undivided participating interest in its ratable share of such Local Loans and Acceptances made by such Local Fronting Lenders as the Administrative Agent may at any time request; provided, however, that: (i) the Administrative Agent hereby agrees that, it will not request any such purchase of participating interests unless a Liquidity Event Period has commenced and is continuing or a Default or an Event of Default has occurred and is continuing; (ii) the Administrative Agent hereby agrees that it promptly will request that the Tranche A Revolving Lenders purchase such participating interest in all Local Loans and Acceptances made by any Local Fronting Lender which provides to the Administrative Agent a written certification that an Event of Default described in Section 8.1(a) is continuing with respect to the Local Loans or Acceptances made by such Local Fronting Lender and requesting that such request be made by the Administrative Agent; and (iii) in the event that any of the events specified in clauses (i), (ii) or (iii) of Section 8.1(f) shall have occurred with respect to any Local Borrower, each Tranche A Revolving Lender shall be deemed to have purchased, automatically and without request, such participating interest in the Local Loans and Acceptances made to such Local Borrower. Any such request by the Administrative Agent shall be made in writing to each Tranche A Revolving Lender and shall specify the amount of Dollars (based upon the actual exchange rate at which the Administrative Agent anticipates being able to obtain the relevant Permitted Foreign Currency, with any excess payment being refunded to the Tranche A Revolving Lenders and any deficiency remaining payable by the Tranche A Revolving Lenders) required from such Tranche A Revolving Lender in order to effect the purchase by such Tranche A Revolving Lender of a participating interest in the amount equal to its Tranche A Revolving Percentage multiplied by the aggregate then outstanding principal amount (in the Permitted Foreign Currency) of the relevant Local Loans and Acceptances (together with accrued interest thereon and other amounts owing in connection therewith) in such Permitted Foreign Currency. Promptly upon receipt of such request, each Tranche A Revolving Lender shall deliver to the Administrative Agent (in immediately available funds) the amount so specified by the Administrative Agent. The Administrative Agent shall convert such amounts into the relevant Permitted Foreign Currency and shall promptly deliver the proceeds of such conversion to the relevant Local Fronting Lender in immediately available funds. From and after such purchase, (i) the outstanding Local Loans and Acceptances in which the Tranche A Revolving Lenders have purchased such participations shall be deemed to have been converted into Tranche A Revolving Loans that are ABR Loans denominated in Dollars (with such conversion constituting, for purposes of Section 2.21, a prepayment of such Local Loans and Acceptances before the last day of the Interest Period with respect thereto), (ii) any further Local Loans to be made to such Borrower shall be made in Dollars, with each Tranche A Revolving Lender purchasing a participating interest therein in the manner described in the foregoing provisions of this Section 2.32(a) immediately upon the making thereof in the amount equal to such Tranche A Revolving Lender’s Tranche A Revolving Percentage thereof (with the Administrative Agent hereby agreeing to provide prompt notice to each such Tranche A Revolving Lender of its receipt from the relevant Local Fronting Lender of a notice of borrowing and of making the relevant Local Loan), (iii) no further Acceptances shall be created for the account of such Local Borrowing Subsidiary, (iv) all amounts from time to time accruing, and all amounts from time to time payable, on account of such Local Loans and Acceptances (including, without limitation, any interest and other amounts which were accrued but unpaid on the date of such purchase) shall be payable in Dollars as if such Local Loan or Acceptance, as the case may be, had originally been made in Dollars and shall (other than with respect to the portion of the Applicable Margin which, pursuant to Section 2.15, is expressly stated to be paid for the account of the Local Fronting Lender) be distributed by the relevant Local Fronting Lender to the Administrative Agent, for the accounts of the Tranche A Revolving Lenders, on account of such participating interests. Notwithstanding anything to the contrary contained in this Section 2.32, the failure of any Tranche A Revolving Lender to purchase its participating interest in any Local Loan or Acceptance shall not relieve any other Tranche A Revolving Lender of its obligation hereunder to purchase its participating interest in a timely manner, but no Tranche A Revolving Lender shall be responsible for the failure of any other Tranche A Revolving Lender to purchase the participating interest to be purchased by such other Tranche A Revolving Lender on any date. (b) If any amount required to be paid by any Tranche A Revolving Lender pursuant to Section 2.32(a) is paid to the Administrative Agent within three Business Days following the date upon which such Tranche A Revolving Lender receives notice from the Administrative Agent that the Local Loan or Acceptance in which such Tranche A Revolving Lender has purchased a participating interest has been made or created (as the case may be), such Tranche A Revolving Lender shall pay to the Administrative Agent on demand an amount equal to the product of such amount, times the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the Administrative Agent, times a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any Tranche A Revolving Lender pursuant to Section 2.32(a) is not in fact made available to the Administrative Agent within three Business Days following the date upon which such Tranche A Revolving Lender receives notice from the Administrative Agent that the Local Loan or Acceptance in which such Tranche A Revolving Lender has purchased a participating interest has been made or created (as the case may be), the Administrative Agent shall be entitled to recover from such Tranche A Revolving Lender, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Tranche A Revolving Loans that are ABR Loans hereunder. A certificate of the Administrative Agent submitted to any Tranche A Revolving Lender with respect to any amounts owing under this Section 2.32(b) shall be conclusive in the absence of manifest error. Amounts payable by any Tranche A Revolving Lender pursuant to this Section 2.32(b) shall be paid to the Administrative Agent, for the account of the relevant Local Fronting Lender; provided, however, that, if the Administrative Agent (in its sole discretion) has elected to fund on behalf of such Tranche A Revolving Lender the amounts owing to such Local Fronting Lender, then the amounts shall be paid to the Administrative Agent, for its own account. (c) Whenever, at any time after the relevant Local Fronting Lender has received from any Tranche A Revolving Lender such Tranche A Revolving Lender’s participating interest in a Local Loan or Acceptance pursuant to clause(a) above, the Local Fronting Lender receives any payment on account thereof, such Local Fronting Lender will distribute to the Administrative Agent, for the account of such Tranche A Revolving Lender, such Tranche A Revolving Lender’s participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Tranche A Revolving Lender’s participating interest was outstanding) in like funds as received; provided, however, that in the event that such payment received by such Local Fronting Lender is required to be returned, such Tranche A Revolving Lender will return to such Local Fronting Lender any portion thereof previously distributed by such Local Fronting Lender to such Tranche A Revolving Lender in like funds as such payment is required to be returned by such Local Fronting Lender. Each Tranche A Revolving Lender’s obligation to purchase participating interests pursuant to clause (a) above shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right which such Tranche A Revolving Lender may have against the relevant Local Fronting Lender, the relevant Local Borrower or any other Person for any reason whatsoever; (b) the occurrence or continuance of a Default or an Event of Default; (c) any adverse change in the condition (financial or otherwise) of the relevant Local Borrower or any other Person; (d) any breach of this Agreement by the relevant Local Borrower, any other Local Borrower or any other Lender; or (e) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided, however, that no Tranche A Revolving Lender shall be obligated to purchase participating interests in any Local Loans made by a Local Fronting Lender to the extent that such Local Loans (at the time when made) caused the amount of Local Loans outstanding from such Local Fronting Lender to be in excess of the Currency Sublimit then in effect with respect to such Local Fronting Lender.

Currency Conversion and Contingent Funding Agreement. (a) Each Tranche A Revolving Multi-Currency Lender hereby unconditionally and irrevocably agrees to purchase (in Dollars) an undivided participating interest in its ratable share of such Local Loans and Acceptances made by such Local Fronting Lenders as the Administrative Agent may at any time request; provided, however, that: (i) the Administrative Agent hereby agrees that, it will not request any such purchase of participating interests unless a Liquidity Event Period has commenced and is continuing or a Default or an Event of Default has occurred and is continuing; (ii) the Administrative Agent hereby agrees that it promptly will request that the Tranche A Revolving Multi-Currency Lenders purchase such participating interest in all Local Loans and Acceptances made by any Local Fronting Lender which provides to the Administrative Agent a written certification that an Event of Default described in Section 8.1(a12.1(a) is continuing with respect to the Local Loans or Acceptances made by such Local Fronting Lender and requesting that such request be made by the Administrative Agent; and (iii) in the event that any of the events specified in clauses (i), (ii) or (iii) of Section 8.1(f12.1(j) shall have occurred with respect to any Local Borrower, each Tranche A Revolving Multi-Currency Lender shall be deemed to have purchased, automatically and without request, such participating interest in the Local Loans and Acceptances made to such Local Borrower. Any such request by the Administrative Agent shall be made in writing to each Tranche A Revolving Multi-Currency Lender and shall specify the amount of Dollars (based upon the actual exchange rate at which the Administrative Agent anticipates being able to obtain the relevant Permitted Foreign Denomination Currency, with any excess payment being refunded to the Tranche A Revolving Multi-Currency Lenders and any deficiency remaining payable by the Tranche A Revolving Multi-Currency Lenders) required from such Tranche A Revolving Multi-Currency Lender in order to effect the purchase by such Tranche A Revolving Multi-Currency Lender of a participating interest in the amount equal to its Tranche A Revolving Commitment Percentage multiplied by the aggregate then outstanding principal amount (in the Permitted Foreign Denomination Currency) of the relevant Local Loans and Acceptances (together with accrued interest thereon and other amounts owing in connection therewith) in such Permitted Foreign Denomination Currency. Promptly upon receipt of such request, each Tranche A Revolving Multi-Currency Lender shall deliver to the Administrative Agent (in immediately available funds) the amount so specified by the Administrative Agent. The Administrative Agent shall convert such amounts into the relevant Permitted Foreign Denomination Currency and shall promptly deliver the proceeds of such conversion to the relevant Local Fronting Lender in immediately available funds. From and after such purchase, (i) the outstanding Local Loans and Acceptances in which the Tranche A Revolving Multi-Currency Lenders have purchased such participations shall be deemed to have been converted into Tranche A Revolving Credit Loans that are ABR Alternate Base Rate Loans denominated in Dollars (with such conversion constituting, for purposes of Section 2.217.11, a prepayment of such Local Loans and Acceptances before the last day of the Interest Period with respect thereto), (ii) any further Local Loans to be made to such Borrower shall be made in Dollars, with each Tranche A Revolving Multi-Currency Lender purchasing a participating interest therein in the manner described in the foregoing provisions of this Section 2.32(a6.4(a) immediately upon the making thereof in the amount equal to such Tranche A Revolving Multi-Currency Lender’s Tranche A Revolving Commitment Percentage thereof (with the Administrative Agent hereby agreeing to provide prompt notice to each such Tranche A Revolving Multi-Currency Lender of its receipt from the relevant Local Fronting Lender of a notice of borrowing and of making the relevant Local Loan), (iii) no further Acceptances shall be created for the account of such Local Borrowing SubsidiaryBorrower, (iv) all amounts from time to time accruing, and all amounts from time to time payable, on account of such Local Loans and Acceptances (including, without limitation, any interest and other amounts which were accrued but unpaid on the date of such purchase) shall be payable in Dollars as if such Local Loan or Acceptance, as the case may be, had originally been made in Dollars and shall (other than with respect to the portion of the Applicable Margin which, pursuant to Section 2.157.5, is expressly stated to be paid for the account of the Local Fronting Lender) be distributed by the relevant Local Fronting Lender to the Administrative Agent, for the accounts of the Tranche A Revolving Multi-Currency Lenders, on account of such participating interests. Notwithstanding anything to the contrary contained in this Section 2.326.4, the failure of any Tranche A Revolving Multi-Currency Lender to purchase its participating interest in any Local Loan or Acceptance shall not relieve any other Tranche A Revolving Multi-Currency Lender of its obligation hereunder to purchase its participating interest in a timely manner, but no Tranche A Revolving Multi-Currency Lender shall be responsible for the failure of any other Tranche A Revolving Multi-Currency Lender to purchase the participating interest to be purchased by such other Tranche A Revolving Multi-Currency Lender on any date. (b) If any amount required to be paid by any Tranche A Revolving Multi-Currency Lender pursuant to Section 2.32(a6.4(a) is paid to the Administrative Agent within three Business Days following the date upon which such Tranche A Revolving Multi-Currency Lender receives notice from the Administrative Agent that the Local Loan or Acceptance in which such Tranche A Revolving Multi-Currency Lender has purchased a participating interest has been made or created (as the case may be), such Tranche A Revolving Multi-Currency Lender shall pay to the Administrative Agent on demand an amount equal to the product of such amount, times the daily average Federal Funds Effective Rate Rate, as quoted by the Administrative Agent, during the period from and including the date such payment is required to the date on which such payment is immediately available to the Administrative Agent, times a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any Tranche A Revolving Multi-Currency Lender pursuant to Section 2.32(a6.4(a) is not in fact made available to the Administrative Agent within three Business Days following the date upon which such Tranche A Revolving Multi-Currency Lender receives notice from the Administrative Agent that the Local Loan or Acceptance in which such Tranche A Revolving Multi-Currency Lender has purchased a participating interest has been made or created (as the case may be), the Administrative Agent shall be entitled to recover from such Tranche A Revolving Multi-Currency Lender, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Tranche A Revolving Credit Loans that are ABR Alternate Base Rate Loans hereunder. A certificate of the Administrative Agent submitted to any Tranche A Revolving Multi-Currency Lender with respect to any amounts owing under this Section 2.32(b6.4(b) shall be conclusive in the absence of manifest error. Amounts payable by any Tranche A Revolving Multi-Currency Lender pursuant to this Section 2.32(b6.4(b) shall be paid to the Administrative Agent, for the account of the relevant Local Fronting Lender; provided, however, that, if the Administrative Agent (in its sole discretion) has elected to fund on behalf of such Tranche A Revolving Multi-Currency Lender the amounts owing to such Local Fronting Lender, then the amounts shall be paid to the Administrative Agent, for its own account. (c) Whenever, at any time after the relevant Local Fronting Lender has received from any Tranche A Revolving Multi-Currency Lender such Tranche A Revolving Multi-Currency Lender’s participating interest in a Local Loan or Acceptance pursuant to clause(a) above), the Local Fronting Lender receives any payment on account thereof, such Local Fronting Lender will distribute to the Administrative Agent, for the account of such Tranche A Revolving Multi-Currency Lender, such Tranche A Revolving Multi-Currency Lender’s participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Tranche A Revolving Multi-Currency Lender’s participating interest was outstanding) in like funds as received; provided, however, that in the event that such payment received by such Local Fronting Lender is required to be returned, such Tranche A Revolving Multi-Currency Lender will return to such Local Fronting Lender any portion thereof previously distributed by such Local Fronting Lender to such Tranche A Revolving Multi-Currency Lender in like funds as such payment is required to be returned by such Local Fronting Lender. . (d) Each Tranche A Revolving Multi-Currency Lender’s obligation to purchase participating interests pursuant to clause (a) above shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right which such Tranche A Revolving Multi-Currency Lender may have against the relevant Local Fronting Lender, the relevant Local Borrower or any other Person for any reason whatsoever; (b) the occurrence or continuance of a Default or an Event of Default; (c) any adverse change in the condition (financial or otherwise) of the relevant Local Borrower or any other Person; (d) any breach of this Agreement by the relevant Local Borrower, any other Local Borrower or any other Lender; or (e) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided, however, that no Tranche A Revolving Multi-Currency Lender shall be obligated to purchase participating interests in any Local Loans made by a Local Fronting Lender to the extent that such Local Loans (at the time when made) caused the amount of Local Loans outstanding from such Local Fronting Lender to be in excess of the Currency Sublimit then in effect with respect to such Local Fronting Lender.

Currency Conversion and Contingent Funding Agreement. (a) Each Tranche A Revolving Lender hereby unconditionally and irrevocably agrees to purchase (in Dollars) an undivided participating interest in its ratable share Pro Rata Revolving Share of such Local the Foreign Currency Loans and Acceptances made by such Local the Foreign Currency Fronting Lenders Lender as the Administrative Agent or the Foreign Currency Fronting Lender may at any time request; provided, however, that: (i) the Administrative Agent Foreign Currency Fronting Lender hereby agrees that, that it will not request any such purchase of participating interests unless a Liquidity Event Period has commenced and is continuing or a Default or an Event of Default has occurred and is continuing; (ii) the Administrative Agent Foreign Currency Fronting Lender hereby agrees that it promptly will request (through the Administrative Agent) that the Tranche A Revolving Lenders purchase such participating interest in all Local Foreign Currency Loans and Acceptances made by any Local the Foreign Currency Fronting Lender which provides after the Foreign Currency Fronting Lender has delivered to the Administrative Agent a written certification notice that a Default or an Event of Default described in Section 8.1(a8.01(a) (Events of Default) is continuing with respect to the Local Foreign Currency Loans or Acceptances made by such Local the Foreign Currency Fronting Lender and requesting that such request be made by the Administrative Agent; and (iii) in the event that any of the events specified in clauses (i), (iiSection 8.01(f) or (iiig) (Events of Section 8.1(fDefault) shall have occurred with respect to any Local Borroweroccurred, each Tranche A Revolving Lender shall be deemed to have purchased, automatically and without request, such participating interest in the Local Foreign Currency Loans and Acceptances made to such Local the Borrower. Any such request by the Administrative Agent Foreign Currency Fronting Lender shall be made in writing to each Tranche A Revolving Lender and shall specify the amount of Dollars (based upon the actual exchange rate at which the Administrative Agent Foreign Currency Fronting Lender anticipates being able to obtain the relevant Permitted Foreign Denomination Currency, with any excess payment being refunded to the Tranche A Revolving Lenders and any deficiency remaining payable by the Tranche A Revolving Lenders) required from such Tranche A Revolving Lender in order to effect the purchase by such Tranche A Revolving Lender of a participating interest in the amount equal to its Tranche A Pro Rata Revolving Percentage Share of such Foreign Currency Loans multiplied by the aggregate then outstanding principal amount (in the Permitted Foreign Denomination Currency) of the relevant Local Foreign Currency Loans and Acceptances (together with accrued interest thereon and other amounts owing in connection therewith) in such Permitted Foreign Denomination Currency. Promptly upon receipt of such request, each Tranche A Revolving Lender shall deliver to the Administrative Agent for the account of the Foreign Currency Fronting Lender (in immediately available fundsSame Day Funds) the amount so specified by the Administrative AgentForeign Currency Fronting Lender. The Administrative Agent shall convert promptly deliver such amounts into funds in the relevant Permitted form received to the Foreign Currency and shall promptly deliver the proceeds of such conversion to the relevant Local Fronting Lender in immediately available fundsSame Day Funds. From and after such purchase, (i) the outstanding Local Foreign Currency Loans and Acceptances in which the Tranche A Revolving Lenders have purchased such participations shall be deemed to have been converted into Tranche A Revolving Loans that are ABR Base Rate Loans denominated in Dollars (with such conversion constituting, for purposes of Section 2.213.05 (Funding Losses), a prepayment of such Local Foreign Currency Loans and Acceptances before the last day of the Interest Period with respect thereto), (ii) any further Local Loans to be made to such the Borrower shall be made as Revolving Loans in Dollars, with each Tranche A Revolving Lender purchasing a participating interest therein in Dollars pursuant to the manner described in the foregoing provisions terms and conditions of this Section 2.32(a) immediately upon the making thereof in the amount equal to such Tranche A Revolving Lender’s Tranche A Revolving Percentage thereof (with the Administrative Agent hereby agreeing to provide prompt notice to each such Tranche A Revolving Lender of its receipt from the relevant Local Fronting Lender of a notice of borrowing and of making the relevant Local Loan)Agreement, (iii) no further Acceptances shall be created for the account of such Local Borrowing Subsidiary, (iv) all amounts from time to time accruing, and all amounts from time to time payable, on account of such Local Foreign Currency Loans and Acceptances (including, without limitation, any interest and other amounts which were accrued but unpaid on the date of such purchase) shall be payable in Dollars as if such Local Foreign Currency Loan or Acceptance, as the case may be, had originally been made in Dollars and shall (other than with respect to the portion of the Applicable Margin which, pursuant to Section 2.152.09 (Interest), is expressly stated to be paid for the account of the Local Foreign Currency Fronting Lender) be distributed by the relevant Local Foreign Currency Fronting Lender to the Administrative Agent, for the accounts of the Tranche A Revolving Lenders, on account of such participating interests. Notwithstanding anything to the contrary contained in this Section 2.322.15, the failure of any Tranche A Revolving Lender to purchase its participating interest in any Local Foreign Currency Loan or Acceptance shall not relieve any other Tranche A Revolving Lender of its obligation hereunder to purchase its participating interest in a timely manner, but no Tranche A Revolving Lender shall be responsible for the failure of any other Tranche A Revolving Lender to purchase the participating interest to be purchased by such other Tranche A Revolving Lender on any date. (b) If any amount required to be paid by any Tranche A Revolving Lender pursuant to Section 2.32(a2.15(a) above is not paid to the Administrative Agent within three Business Days following the date upon which such Tranche A Revolving Lender receives notice from the Administrative Agent that the Local Foreign Currency Loan or Acceptance in which such Tranche A Revolving Lender has purchased a participating interest has been made or created (as the case may be), such Tranche A Revolving Lender shall pay to the Administrative Agent on demand an amount equal to the product of such amount, times the daily average Federal Funds Effective Rate Rate, as quoted by the Administrative Agent, during the period from and including the date such payment is required to the date on which such payment is immediately available to the Administrative Agent, times a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any Tranche A Revolving Lender pursuant to Section 2.32(a2.15(a) is not in fact made available to the Administrative Agent within three Business Days following the date upon which such Tranche A Revolving Lender receives notice from the Administrative Agent that the Local Foreign Currency Loan or Acceptance in which such Tranche A Revolving Lender has purchased a participating interest has been made or created (as the case may be), the Administrative Agent shall be entitled to recover from such Tranche A Revolving Lender, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Tranche A Revolving Credit Loans that are ABR Base Rate Loans hereunder. A certificate of the Administrative Agent submitted to any Tranche A Revolving Lender with respect to any amounts owing under this Section 2.32(b2.15(b) shall be conclusive in the absence of manifest error. Amounts payable by any Tranche A Revolving Lender pursuant to this Section 2.32(b2.15(b) shall be paid to the Administrative Agent, for the account of the relevant Local Foreign Currency Fronting Lender; provided, however, that, if the Administrative Agent (in its sole discretion) has elected to fund on behalf of such Tranche A Revolving Lender the amounts owing to such Local the Foreign Currency Fronting Lender, then the amounts shall be paid to the Administrative Agent, for its own account. (c) Whenever, at any time after the relevant Local Foreign Currency Fronting Lender has received from any Tranche A Revolving Lender such Tranche A Revolving Lender’s 's participating interest in a Local Foreign Currency Loan or Acceptance pursuant to clause(aclause (a) above, the Local Foreign Currency Fronting Lender receives any payment on account thereof, such Local the Foreign Currency Fronting Lender will distribute to the Administrative Agent, for the account of such Tranche A Revolving Lender, such Tranche A Revolving Lender’s 's participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Tranche A Revolving Lender’s 's participating interest was outstanding) in like funds as received; provided, however, that in the event that such payment received by such Local the Foreign Currency Fronting Lender is required to be returned, such Tranche A Revolving Lender will return to such Local the Foreign Currency Fronting Lender any portion thereof previously distributed by such Local the Foreign Currency Fronting Lender to such Tranche A Revolving Lender in like funds as such payment is required to be returned by such Local the Foreign Currency Fronting Lender. . (d) Each Tranche A Revolving Lender’s 's obligation to purchase participating interests pursuant to clause (a) above shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, including (a) any set-off, counterclaim, recoupment, defense or other right which such Tranche A Revolving Lender may have against the relevant Local Foreign Currency Fronting Lender, the relevant Local Borrower or any other Person for any reason whatsoever; (b) the occurrence or continuance of a Default or an Event of Default; (c) any material adverse change in the business, assets, operations, properties, condition (financial or otherwise), liabilities (contingent or otherwise) or prospects of the relevant Local Borrower or and its Subsidiaries any other Person; (d) any breach of this Agreement by the relevant Local Borrower, any other Local Borrower Loan Party or any other Lender; or (e) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided, however, that no Tranche A Revolving Lender shall be obligated to purchase participating interests in any Local Foreign Currency Loans made by a Local the Foreign Currency Fronting Lender to the extent that such Local Foreign Currency Loans (at the time when made) caused the amount of Local Foreign Currency Loans outstanding from such Local the Foreign Currency Fronting Lender to be in excess of the Foreign Currency Sublimit then in effect with respect to such Local Fronting Lendereffect.

Currency Conversion and Contingent Funding Agreement. (a) Each Tranche A Revolving Non-Offshore Currency Lender that is a US Lender hereby unconditionally and irrevocably agrees to purchase (in Dollarsthe currency in which the applicable Offshore Currency Rate Loan is made) as and when requested by the Administrative Agent or the Fronting Lender at any time, an undivided participating interest in equal to its ratable share Pro Rata Share of such Local all Offshore Currency Rate Loans and Acceptances that are US Advances that are made by such Local the Fronting Lenders Lender and each Non-Offshore Currency Lender that is a European Lender hereby unconditionally and irrevocably agrees to purchase (in the currency in which the applicable Offshore Currency Rate Loan is made) as and when requested by the European Administrative Agent may or the Fronting Lender at any time request; providedtime, howeveran undivided participating interest equal to its Pro Rata Share of all Offshore Currency Rate Loans that are European Advances that are made by the Fronting Lender, provided that: (i) the Administrative Agent, the European Administrative Agent and the Fronting Lender hereby agrees agree that, it unless an Event of Default has occurred and is continuing or a Fronting Loan Event has occurred, such Persons will not request any such purchase of participating interests unless a Liquidity Event Period has commenced and is continuing or a Default or an Event of Default has occurred and is continuing; (ii) the Administrative Agent hereby agrees that it promptly will request that the Tranche A Revolving Lenders purchase such participating interest in all Local Loans and Acceptances made by any Local Fronting Lender which provides to the Administrative Agent a written certification that an Event of Default described in Section 8.1(a) is continuing with respect to the Local Loans or Acceptances made by such Local Fronting Lender and requesting that such request be made by the Administrative Agentinterests; and (iiiii) in the event that any Event of the events Default specified in clauses (i), (ii) Section 7.4 or (iii) of Section 8.1(f) 7.5 shall have occurred with respect to any Local Borrower, each Tranche A Revolving Non-Offshore Currency Lender shall be deemed to have purchased, automatically and without request, such participating interest in the Local Loans and Acceptances made to such Local BorrowerAdvances denominated in the applicable Approved Offshore Currency. Any such request by the Administrative Agent with respect to US Advances shall be made in writing to each Tranche A Revolving Non-Offshore Currency Lender that is a US Lender and shall specify the amount of Dollars (based upon the actual exchange rate at which the Administrative Agent anticipates being able to obtain the relevant Permitted Foreign Currency, with any excess payment being refunded to the Tranche A Revolving Lenders and any deficiency remaining payable by the Tranche A Revolving Lenders) applicable Approved Offshore Currency required from such Tranche A Revolving Non-Offshore Currency Lender in order to effect the purchase by such Tranche A Revolving Non-Offshore Currency Lender of a participating interest in the amount equal to its Tranche A Revolving Percentage multiplied by Pro Rata Share times the aggregate then outstanding principal amount (in the Permitted Foreign applicable Approved Offshore Currency) of the relevant Local Loans and Acceptances (together with accrued interest thereon and other amounts owing in connection therewith) US Advances denominated in such Permitted Foreign Applicable Offshore Currency and any such request with respect to European Advances shall be made in writing to each Non-Offshore Currency Lender that is a European Lender and shall specify the amount of the applicable Approved Offshore Currency required from such Non-Offshore Currency Lender in order to effect the purchase by such Non-Offshore Currency Lender of a participating interest in the amount equal to its Pro Rata Share times the aggregate then outstanding principal amount (in the applicable Approved Offshore Currency) of the European Advances denominated in such Applicable Offshore Currency. Promptly upon receipt of such requestrequest by any Non-Offshore Currency Lender, each Tranche A Revolving such Non-Offshore Currency Lender shall deliver to the Administrative applicable Agent (in immediately available funds) the amount so specified by the Administrative such Agent. The Administrative applicable Agent shall convert such amounts into the relevant Permitted Foreign Currency and shall promptly deliver the proceeds of such conversion payments to the relevant Local Fronting Lender in immediately available funds. From and after Promptly following receipt thereof, the Fronting Lender will deliver to such purchase, Non-Offshore Currency Lender (ithrough the applicable Agent) a certificate setting forth the outstanding Local Loans and Acceptances in which the Tranche A Revolving Lenders have purchased such participations shall be deemed to have been converted into Tranche A Revolving Loans that are ABR Loans denominated in Dollars (with such conversion constituting, for purposes of Section 2.21, a prepayment of such Local Loans and Acceptances before the last day amount of the Interest Period with respect thereto)Advances purchased by such Non-Offshore Currency Lender, (ii) any further Local Loans to be made to such Borrower shall be made in Dollars, with each Tranche A Revolving Lender purchasing a participating interest therein in the manner described in the foregoing provisions of this Section 2.32(a) immediately upon the making thereof in the amount equal to such Tranche A Revolving Lender’s Tranche A Revolving Percentage thereof (with the Administrative Agent hereby agreeing to provide prompt notice to each such Tranche A Revolving Lender of its receipt from the relevant Local Fronting Lender of a notice of borrowing and of making the relevant Local Loan), (iii) no further Acceptances shall be created for the account of such Local Borrowing Subsidiary, (iv) all amounts from time to time accruing, and all amounts from time to time payable, on account of such Local Loans and Acceptances (including, without limitation, any interest and other amounts which were accrued but unpaid on dated the date of such purchase) shall be payable in Dollars as if such Local Loan or Acceptance, as the case may be, had originally been made in Dollars and shall (other than with respect to the portion of the Applicable Margin which, pursuant to Section 2.15, is expressly stated to be paid for the account of the Local Fronting Lender) be distributed by the relevant Local Fronting Lender to the Administrative Agent, for the accounts of the Tranche A Revolving Lenders, on account receipt of such participating interestsfunds and in such amount. Notwithstanding anything to the contrary contained in this Section 2.322.17, the failure of any Tranche A Revolving Non-Offshore Currency Lender to purchase its participating interest in any Local Loan or Acceptance Advances shall not relieve any other Tranche A Revolving Non-Offshore Currency Lender of its obligation obligations hereunder to purchase its participating interest in a timely manner, but no Tranche A Revolving Non-Offshore Currency Lender shall be responsible for the failure of any other Tranche A Revolving Non-Offshore Currency Lender to purchase the participating interest to be purchased by such other Tranche A Revolving Lender Non-Offshore Currency Lenders on any date. (b) If any amount required to be paid by any Tranche A Revolving Lender pursuant to Section 2.32(a) is paid to the Administrative Agent within three Business Days following the date upon which such Tranche A Revolving Lender receives notice from the Administrative Agent that the Local Loan or Acceptance in which such Tranche A Revolving Lender has purchased a participating interest has been made or created (as the case may be), such Tranche A Revolving Lender shall pay to the Administrative Agent on demand an amount equal to the product of such amount, times the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the Administrative Agent, times a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any Tranche A Revolving Lender pursuant to Section 2.32(a) is not in fact made available to the Administrative Agent within three Business Days following the date upon which such Tranche A Revolving Lender receives notice from the Administrative Agent that the Local Loan or Acceptance in which such Tranche A Revolving Lender has purchased a participating interest has been made or created (as the case may be), the Administrative Agent shall be entitled to recover from such Tranche A Revolving Lender, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Tranche A Revolving Loans that are ABR Loans hereunder. A certificate of the Administrative Agent submitted to any Tranche A Revolving Lender with respect to any amounts owing under this Section 2.32(b) shall be conclusive in the absence of manifest error. Amounts payable by any Tranche A Revolving Lender pursuant to this Section 2.32(b) shall be paid to the Administrative Agent, for the account of the relevant Local Fronting Lender; provided, however, that, if the Administrative Agent (in its sole discretion) has elected to fund on behalf of such Tranche A Revolving Lender the amounts owing to such Local Fronting Lender, then the amounts shall be paid to the Administrative Agent, for its own account. (c) Whenever, at any time after the relevant Local Fronting Lender has received from any Tranche A Revolving Lender such Tranche A Revolving Lender’s participating interest in a Local Loan or Acceptance pursuant to clause(a) above, the Local Fronting Lender receives any payment on account thereof, such Local Fronting Lender will distribute to the Administrative Agent, for the account of such Tranche A Revolving Lender, such Tranche A Revolving Lender’s participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Tranche A Revolving Lender’s participating interest was outstanding) in like funds as received; provided, however, that in the event that such payment received by such Local Fronting Lender is required to be returned, such Tranche A Revolving Lender will return to such Local Fronting Lender any portion thereof previously distributed by such Local Fronting Lender to such Tranche A Revolving Lender in like funds as such payment is required to be returned by such Local Fronting Lender. Each Tranche A Revolving Lender’s obligation to purchase participating interests pursuant to clause (a) above shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right which such Tranche A Revolving Lender may have against the relevant Local Fronting Lender, the relevant Local Borrower or any other Person for any reason whatsoever; (b) the occurrence or continuance of a Default or an Event of Default; (c) any adverse change in the condition (financial or otherwise) of the relevant Local Borrower or any other Person; (d) any breach of this Agreement by the relevant Local Borrower, any other Local Borrower or any other Lender; or (e) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided, however, that no Tranche A Revolving Lender shall be obligated to purchase participating interests in any Local Loans made by a Local Fronting Lender to the extent that such Local Loans (at the time when made) caused the amount of Local Loans outstanding from such Local Fronting Lender to be in excess of the Currency Sublimit then in effect with respect to such Local Fronting Lender.

Currency Conversion and Contingent Funding Agreement. (a) Each Tranche A Revolving Credit Lender hereby unconditionally and irrevocably agrees to purchase (in Dollars) an undivided participating interest in its ratable share of such Local C$ Prime Loans and Bankers’ Acceptances made by such Local the Canadian Fronting Lenders Lender as the Administrative Agent may at any time request; provided, however, provided that: (i1) the Administrative Agent hereby agrees that, that it will not request any such purchase of participating interests unless a Liquidity Event Period has commenced and is continuing or a Default or an Event of Default has occurred and is continuingcontinuing and the Administrative Agent has given to the Borrower and the Canadian Borrower three Business Days’ prior notice thereof; (ii2) the Administrative Agent hereby agrees that it promptly will request that the Tranche A Revolving Credit Lenders purchase such participating interest in all Local C$ Prime Loans and Bankers’ Acceptances made by any Local upon receiving from the Canadian Fronting Lender which provides to the Administrative Agent a written certification that an Event of Default described in Section 8.1(a10(a) is continuing with respect to the Local C$ Prime Loans or Bankers’ Acceptances made by such Local the Canadian Fronting Lender and requesting with a request that such request be made by the Administrative Agent; and (iii3) in the event that any of the events specified in clauses (i), (ii) or (iii) of Section 8.1(f10(f) shall have occurred with respect to any Local the Canadian Borrower, each Tranche A Revolving Credit Lender shall be deemed to have purchased, automatically and without request, such participating interest in the Local C$ Prime Loans and Bankers’ Acceptances made to such Local the Canadian Borrower. Any such request by the Administrative Agent shall be made in writing to each Tranche A Revolving Credit Lender and shall specify (A) in the case of each Canadian Participant, the amount of Canadian Dollars and (B) in the case of each Revolving Credit Lender that is not a Canadian Participant, the amount of Dollars (based upon the actual exchange rate at which the Administrative Agent anticipates being able to obtain the relevant Permitted Foreign CurrencyCanadian Dollars, with any excess payment being refunded to the Tranche A Revolving Credit Lenders and any deficiency remaining payable by the Tranche A Revolving Credit Lenders) ), in each case required from such Tranche A Revolving Credit Lender in order to effect the purchase by such Tranche A Revolving Credit Lender of a participating interest in the amount equal to its Tranche A Revolving Credit Commitment Percentage multiplied by times the aggregate then outstanding principal amount (in the Permitted Foreign CurrencyCanadian Dollars) of the relevant Local C$ Prime Loans and Bankers’ Acceptances (together with accrued interest thereon and other amounts owing in connection therewith) in such Permitted Foreign Currency). Promptly upon receipt of such request, each Tranche A Canadian Participant shall deliver to the Canadian Fronting Lender (in immediately available funds), and each Revolving Credit Lender shall deliver to the Administrative Agent (in immediately available funds) ), the amount so specified by the Administrative Agent. The Administrative Agent shall convert such amounts received by it into the relevant Permitted Foreign Currency Canadian Dollars and shall promptly deliver the proceeds of such conversion to the relevant Local Canadian Fronting Lender in immediately available funds. Promptly following receipt of such amounts from the Administrative Agent and the Canadian Participants, the Canadian Fronting Lender will deliver to each Revolving Credit Lender (through the Administrative Agent) a Local Loan Participation Certificate dated the date of receipt of such funds and in such amount. From and after such purchase, (i) the outstanding Local C$ Prime Loans and Bankers’ Acceptances in which the Tranche A Revolving Credit Lenders have purchased such participations shall be deemed to have been converted into Tranche A Revolving Loans that are ABR Alternate Base Rate Loans denominated in Dollars (with such conversion constituting, for purposes of Section 2.21subsection 5.12, a prepayment of such Local C$ Prime Loans and Bankers’ Acceptances before the last day of the Interest Period with respect thereto), (ii) any further Local Loans to be made to such the Canadian Borrower shall be made in Dollars, with each Tranche A Revolving Lender purchasing a participating interest therein in the manner described in the foregoing provisions of this Section 2.32(asubsection 4.6(a) immediately upon the making thereof in the amount equal to such Tranche A Revolving Credit Lender’s Tranche A Revolving Credit Commitment Percentage thereof (with the Administrative Agent hereby agreeing to provide prompt notice to each such Tranche A Revolving Credit Lender of its receipt from the relevant Local Canadian Fronting Lender of a notice of borrowing and of the making of the relevant Local LoanLoan with respect thereto), (iii) no further Bankers’ Acceptances shall be created for the account of such Local Borrowing Subsidiarythe Canadian Borrower, (iv) all amounts from time to time accruing, and all amounts from time to time payable, on account of such Local C$ Prime Loans and Bankers’ Acceptances (including, without limitation, any interest and other amounts which were accrued but unpaid on the date of such purchase) shall be payable in Dollars as if such Local C$ Prime Loan or Acceptance, as the case may be, had originally been made in Dollars and shall (other than with respect to the portion of the Applicable Margin and the Acceptance Fee which, pursuant to Section 2.15subsections 5.5(g) and 4.3(e), respectively, is expressly stated to be paid for the account of the Local Canadian Fronting Lender), subject to paragraph (c) below, be distributed by the relevant Local Canadian Fronting Lender to the Administrative Agent, for the accounts of the Tranche A Revolving Credit Lenders, on account of such participating interests. Notwithstanding anything to the contrary contained in this Section 2.32subsection 4.6, the failure of any Tranche A Revolving Credit Lender to purchase its participating interest in any Local C$ Prime Loan or Bankers’ Acceptance shall not relieve any other Tranche A Revolving Credit Lender of its obligation hereunder to purchase its participating interest in a timely manner, but no Tranche A Revolving Credit Lender shall be responsible for the failure of any other Tranche A Revolving Credit Lender to purchase the participating interest to be purchased by such other Tranche A Revolving Credit Lender on any date. (b) If any amount required to be paid by any Tranche A Revolving Credit Lender pursuant to Section 2.32(asubsection 4.6(a) is paid to the Administrative Agent within three Business Days following the date upon which such Tranche A Revolving Credit Lender receives notice from the Administrative Agent that the Local C$ Prime Loan or Bankers’ Acceptance in which such Tranche A Revolving Credit Lender has purchased a participating interest has been made or created (as the case may be), such Tranche A Revolving Credit Lender shall pay to the Administrative Agent on demand an amount equal to the product of such amount, times the daily average Federal Funds Effective Rate Rate, as quoted by the Administrative Agent, during the period from and including the date such payment is required to the date on which such payment is immediately available to the Administrative Agent, times a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any Tranche A Revolving Credit Lender pursuant to Section 2.32(asubsection 4.6(a) is not in fact made available to the Administrative Agent within three Business Days following the date upon which such Tranche A Revolving Credit Lender receives notice from the Administrative Agent that the Local C$ Prime Loan or Bankers’ Acceptance in which such Tranche A Revolving Credit Lender has purchased a participating interest has been made or created (as the case may be), the Administrative Agent shall be entitled to recover from such Tranche A Revolving Credit Lender, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Tranche A Revolving Loans that are ABR Alternate Base Rate Loans hereunder. A certificate of the Administrative Agent submitted to any Tranche A Revolving Credit Lender with respect to any amounts owing under this Section 2.32(bsubsection 4.6(b) shall be conclusive in the absence of manifest error. Amounts payable by any Tranche A Revolving Credit Lender pursuant to this Section 2.32(bsubsection 4.6(b) shall be paid to the Administrative Agent, for the account of the relevant Local Canadian Fronting Lender; provided, however, provided that, if the Administrative Agent (in its sole discretion) has elected to fund on behalf of such Tranche A Revolving Credit Lender the amounts owing to such Local the Canadian Fronting Lender, then the amounts shall be paid to the Administrative Agent, for its own account. (c) Whenever, Whenever at any time after the relevant Local Canadian Fronting Lender has received from any Tranche A Revolving Credit Lender such Tranche A Revolving Credit Lender’s participating interest in a Local C$ Prime Loan or Bankers’ Acceptance pursuant to clause(aparagraph (a) above, the Local Canadian Fronting Lender receives any payment on account thereof, such Local the Canadian Fronting Lender will distribute to the Administrative Agent, for the account of such Tranche A Revolving Credit Lender, such Tranche A Revolving Credit Lender’s participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Tranche A Revolving Credit Lender’s participating interest was outstanding) in like funds as received; provided, however, that in the event that such payment received by such Local the Canadian Fronting Lender is required to be returned, such Tranche A Revolving Credit Lender will return to such Local the Canadian Fronting Lender any portion thereof previously distributed by such Local the Canadian Fronting Lender to such Tranche A Revolving Credit Lender in like funds as such payment is required to be returned by such Local the Canadian Fronting Lender. . (d) Each Tranche A Revolving Credit Lender’s obligation to purchase participating interests pursuant to clause (a) above shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right which such Tranche A Revolving Credit Lender may have against the relevant Local Canadian Fronting Lender, the relevant Local Canadian Borrower or any other Person for any reason whatsoever; (b) the occurrence or continuance of a Default or an Event of Default; (c) any adverse change in the condition (financial or otherwise) of the relevant Local Canadian Borrower or any other Person; (d) any breach of this Agreement by the relevant Local Borrower, any other Local Canadian Borrower or any other Lender; or (e) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided, however, provided that no Tranche A Revolving Credit Lender shall be obligated to purchase participating interests in any Local C$ Prime Loans or Bankers’ Acceptances made by a Local the Canadian Fronting Lender to the extent that such Local C$ Prime Loans or Bankers’ Acceptances (at the time when made) caused the amount of Local C$ Loans outstanding from such Local the Canadian Fronting Lender to be in excess of the Currency Sublimit then in effect with respect maximum amount permitted pursuant to such Local Fronting LenderSection 4.1.

Currency Conversion and Contingent Funding Agreement. (a) Each Tranche A Revolving Lender of the Lenders hereby unconditionally and irrevocably agrees to purchase (in Dollars) the currency in which the applicable Multicurrency Loan is made or, at the option of any Lender with the consent of the Agent, in U.S. Dollars in the amount of the Dollar Equivalent thereof on the date of the purchase), as and when requested by the Agent or the Fronting Lender at any time, an undivided participating interest in equal to its ratable share Applicable Percentage of such Local all Multicurrency Loans and Acceptances that are made by such Local the Fronting Lenders as the Administrative Agent may at any time request; providedLender, however, provided that: (i) the Administrative Agent and the Fronting Lender hereby agrees agree that, it unless an Event of Default has occurred and is continuing or a Fronting Loan Event has occurred, such Persons will not request any such purchase of participating interests unless a Liquidity Event Period has commenced and is continuing or a Default or an Event of Default has occurred and is continuing; (ii) the Administrative Agent hereby agrees that it promptly will request that the Tranche A Revolving Lenders purchase such participating interest in all Local Loans and Acceptances made by any Local Fronting Lender which provides to the Administrative Agent a written certification that an Event of Default described in Section 8.1(a) is continuing with respect to the Local Loans or Acceptances made by such Local Fronting Lender and requesting that such request be made by the Administrative Agentinterests; and (iiiii) in the event that any Event of the events Default specified in clauses (i), (iiSection 9.1(g) or (iii) of Section 8.1(fh) shall have occurred with respect to any Local Borrowerof the Credit Parties, each Tranche A Revolving Lender shall be deemed to have purchased, automatically and without request, such participating interest in the Local Revolving Loans and Acceptances made to such Local Borrowerdenominated in Pounds Sterling or Euros. Any such request by the Administrative Agent shall be made in writing to each Tranche A Revolving Lender and shall specify the amount of the applicable currency (or, if a Lender has elected with the consent of the Agent to make such purchase in U.S. Dollars, the amount of U.S. Dollars (based upon the actual exchange rate at which the Administrative Agent anticipates being able to obtain the relevant Permitted Foreign Currencycurrency on the relevant date, with any excess payment being refunded to the Tranche A Revolving Lenders and any deficiency remaining payable by the Tranche A Revolving Lenders)) required from such Tranche A Revolving Lender in order to effect the purchase by such Tranche A Revolving Lender of a participating interest in the amount equal to its Tranche A Revolving Applicable Percentage multiplied by times the aggregate then outstanding principal amount (in Pounds Sterling or Euros, as the Permitted Foreign Currencycase may be) of the relevant Local Revolving Loans and Acceptances denominated in Pounds Sterling or Euros (together or the Dollar Equivalent thereof, if elected by any such Lender with accrued interest thereon and other amounts owing in connection therewiththe consent of the Agent) in such Permitted Foreign Currencywhich have been fronted by the Fronting Lender. Promptly upon receipt of such request, each Tranche A Revolving Lender shall deliver to the Administrative Agent (in immediately available funds) the amount so specified by the Administrative Agent. The Administrative With respect to payments that are made in U.S. Dollars, the Agent shall convert such amounts into the relevant Permitted Foreign Currency and currency, as the case may be. The Agent shall promptly deliver the proceeds of such conversion payments and such conversions to the relevant Local Fronting Lender in immediately available funds. Promptly following receipt thereof, the Fronting Lender will deliver to each Lender (through the Agent) a certificate setting forth the amount of the Revolving Loans purchased by such Lender, dated the date of receipt of such funds and in such amount. From and after such purchase, (i) the all outstanding Local Eurocurrency Rate Loans and Acceptances denominated in which the Tranche A Revolving Lenders have purchased such participations U.S. Dollars shall be deemed to have been converted into Tranche A Revolving U.S. Dollar Base Rate Loans that are ABR Loans denominated in Dollars (with such conversion constituting, for purposes of Section 2.212.2(e), the making of a prepayment payment of such Local Loans and Acceptances before a Eurocurrency Rate Loan prior to the last day expiration of the relevant Interest Period with respect thereto)Period, as applicable) and all subsequent Loans denominated in U.S. Dollars shall be Base Rate Loans, (ii) any further Local all outstanding and subsequent Eurocurrency Rate Loans to be made to such Borrower denominated in Pounds Sterling or Euros (including those Loans advanced by the Fronting Bank) shall be made in Dollars, with each Tranche A Revolving Lender purchasing a participating interest therein or deemed to have been converted into Eurocurrency Rate Loans denominated in the manner described in the foregoing provisions relevant currency with a one (1) month Interest Period (with any such conversion constituting, for purposes of this Section 2.32(a) immediately upon 2.2(e), the making thereof in of a payment of a Eurocurrency Rate Loan prior to the amount equal to such Tranche A Revolving Lender’s Tranche A Revolving Percentage thereof (with the Administrative Agent hereby agreeing to provide prompt notice to each such Tranche A Revolving Lender expiration of its receipt from the relevant Local Fronting Lender of a notice of borrowing and of making the relevant Local LoanInterest Period, as applicable), and (iii) no further Acceptances shall be created for the account of such Local Borrowing Subsidiary, (iv) all amounts from time to time accruing, and all amounts from time to time payable, on account of such Local Revolving Credit Loans and Acceptances (including, without limitation, including any interest and other amounts which were accrued but unpaid on the date of such purchase) shall be payable in Dollars as if such Local Loan or Acceptance, as the case may be, had originally been made in Dollars relevant currency and shall be distributed in the relevant currency or, at the request of any Lender, in U.S. Dollars (other than with respect after the conversion of such currency into U.S. Dollars), by the Agent to the portion of the Applicable Margin which, pursuant to Section 2.15, is expressly stated to be paid for the account of the Local Fronting Lender) be distributed by the relevant Local Fronting Lender to the Administrative Agent, for the accounts of the Tranche A Revolving Lenders, on account of such participating interests. Notwithstanding anything to the contrary contained in this Section 2.322.12, the failure of any Tranche A Revolving Lender to purchase its participating interest in any Local Loan or Acceptance Revolving Loans shall not relieve any other Tranche A Revolving Lender of its obligation obligations hereunder to purchase its participating interest in a timely manner, but no Tranche A Revolving Lender shall be responsible for the failure of any other Tranche A Revolving Lender to purchase the participating interest to be purchased by such other Tranche A Revolving Lender Lenders on any date. (b) If any amount required to be paid by any Tranche A Revolving Lender pursuant to Section 2.32(a) is paid to the Administrative Agent within three Business Days following the date upon which such Tranche A Revolving Lender receives notice from the Administrative Agent that the Local Loan or Acceptance in which such Tranche A Revolving Lender has purchased a participating interest has been made or created (as the case may be), such Tranche A Revolving Lender shall pay to the Administrative Agent on demand an amount equal to the product of such amount, times the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the Administrative Agent, times a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any Tranche A Revolving Lender pursuant to Section 2.32(a) is not in fact made available to the Administrative Agent within three Business Days following the date upon which such Tranche A Revolving Lender receives notice from the Administrative Agent that the Local Loan or Acceptance in which such Tranche A Revolving Lender has purchased a participating interest has been made or created (as the case may be), the Administrative Agent shall be entitled to recover from such Tranche A Revolving Lender, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Tranche A Revolving Loans that are ABR Loans hereunder. A certificate of the Administrative Agent submitted to any Tranche A Revolving Lender with respect to any amounts owing under this Section 2.32(b) shall be conclusive in the absence of manifest error. Amounts payable by any Tranche A Revolving Lender pursuant to this Section 2.32(b) shall be paid to the Administrative Agent, for the account of the relevant Local Fronting Lender; provided, however, that, if the Administrative Agent (in its sole discretion) has elected to fund on behalf of such Tranche A Revolving Lender the amounts owing to such Local Fronting Lender, then the amounts shall be paid to the Administrative Agent, for its own account. (c) Whenever, at any time after the relevant Local Fronting Lender has received from any Tranche A Revolving Lender such Tranche A Revolving Lender’s participating interest in a Local Loan or Acceptance pursuant to clause(a) above, the Local Fronting Lender receives any payment on account thereof, such Local Fronting Lender will distribute to the Administrative Agent, for the account of such Tranche A Revolving Lender, such Tranche A Revolving Lender’s participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Tranche A Revolving Lender’s participating interest was outstanding) in like funds as received; provided, however, that in the event that such payment received by such Local Fronting Lender is required to be returned, such Tranche A Revolving Lender will return to such Local Fronting Lender any portion thereof previously distributed by such Local Fronting Lender to such Tranche A Revolving Lender in like funds as such payment is required to be returned by such Local Fronting Lender. Each Tranche A Revolving Lender’s obligation to purchase participating interests pursuant to clause (a) above shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right which such Tranche A Revolving Lender may have against the relevant Local Fronting Lender, the relevant Local Borrower or any other Person for any reason whatsoever; (b) the occurrence or continuance of a Default or an Event of Default; (c) any adverse change in the condition (financial or otherwise) of the relevant Local Borrower or any other Person; (d) any breach of this Agreement by the relevant Local Borrower, any other Local Borrower or any other Lender; or (e) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided, however, that no Tranche A Revolving Lender shall be obligated to purchase participating interests in any Local Loans made by a Local Fronting Lender to the extent that such Local Loans (at the time when made) caused the amount of Local Loans outstanding from such Local Fronting Lender to be in excess of the Currency Sublimit then in effect with respect to such Local Fronting Lender.

Currency Conversion and Contingent Funding Agreement. (a) Each Tranche A Revolving Multi-Currency Lender hereby unconditionally and irrevocably agrees to purchase (in Dollars) an undivided participating interest in its ratable share of such Local Loans and Acceptances made by such Local Fronting Lenders as the Multi-Currency Administrative Agent may at any time request; provided, however, that: (i) the Multi-Currency Administrative Agent hereby agrees that, it will not request any such purchase of participating interests unless a Liquidity Event Period has commenced and is continuing or a Default or an Event of Default has occurred and is continuing; (ii) the Multi-Currency Administrative Agent hereby agrees that it promptly will request that the Tranche A Revolving Multi-Currency Lenders purchase such participating interest in all Local Loans and Acceptances made by any Local Fronting Lender which provides to the Multi-Currency Administrative Agent a written certification that an Event of Default described in Section 8.1(a12(a) is continuing with respect to the Local Loans or Acceptances made by such Local Fronting Lender and requesting that such request be made by the Multi-Currency Administrative Agent; and (iii) in the event that any of the events specified in clauses (i), (ii) or (iii) of Section 8.1(f12(j) shall have occurred with respect to any Local Borrower, each Tranche A Revolving Multi-Currency Lender shall be deemed to have purchased, automatically and without request, such participating interest in the Local Loans and Acceptances made to such Local Borrower. Any such request by the Multi-Currency Administrative Agent shall be made in writing to each Tranche A Revolving Multi-Currency Lender and shall specify the amount of Dollars (based upon the actual exchange rate at which the Multi-Currency Administrative Agent anticipates being able to obtain the relevant Permitted Foreign Denomination Currency, with any excess payment being refunded to the Tranche A Revolving Multi-Currency Lenders and any deficiency remaining payable by the Tranche A Revolving Multi-Currency Lenders) required from such Tranche A Revolving Multi-Currency Lender in order to effect the purchase by such Tranche A Revolving Multi-Currency Lender of a participating interest in the amount equal to its Tranche A Revolving Multi-Currency Commitment Percentage multiplied by the aggregate then outstanding principal amount (in the Permitted Foreign Denomination Currency) of the relevant Local Loans and Acceptances (together with accrued interest thereon and other amounts owing in connection therewith) in such Permitted Foreign Denomination Currency. Promptly upon receipt of such request, each Tranche A Revolving Multi-Currency Lender shall deliver to the Multi-Currency Administrative Agent (in immediately available funds) the amount so specified by the Multi-Currency Administrative Agent. The Multi-Currency Administrative Agent shall convert such amounts into the relevant Permitted Foreign Denomination Currency and shall promptly deliver the proceeds of such conversion to the relevant Local Fronting Lender in immediately available funds. From and after such purchase, (i) the outstanding Local Loans and Acceptances in which the Tranche A Revolving Multi-Currency Lenders have purchased such participations shall be deemed to have been converted into Tranche A Revolving Credit Loans that are ABR Alternate Base Rate Loans denominated in Dollars (with such conversion constituting, for purposes of Section 2.217.11, a prepayment of such Local Loans and Acceptances before the last day of the Interest Period with respect thereto), (ii) any further Local Loans to be made to such Borrower shall be made in Dollars, with each Tranche A Revolving Multi-Currency Lender purchasing a participating interest therein in the manner described in the foregoing provisions of this Section 2.32(a6.4(a) immediately upon the making thereof in the amount equal to such Tranche A Revolving Multi-Currency Lender’s Tranche A Revolving 's Multi-Currency Commitment Percentage thereof (with the Multi-Currency Administrative Agent hereby agreeing to provide prompt notice to each such Tranche A Revolving Multi-Currency Lender of its receipt from the relevant Local Fronting Lender of a notice of borrowing and of making the relevant Local Loan), (iii) no further Acceptances shall be created for the account of such Local Borrowing SubsidiaryBorrower, (iv) all amounts from time to time accruing, and all amounts from time to time payable, on account of such Local Loans and Acceptances (including, without limitation, any interest and other amounts which were accrued but unpaid on the date of such purchase) shall be payable in Dollars as if such Local Loan or Acceptance, as the case may be, had originally been made in Dollars and shall (other than with respect to the portion of the Applicable Margin which, pursuant to Section 2.157.5, is expressly stated to be paid for the account of the Local Fronting Lender) be distributed by the relevant Local Fronting Lender to the Multi-Currency Administrative Agent, for the accounts of the Tranche A Revolving Multi-Currency Lenders, on account of such participating interests. Notwithstanding anything to the contrary contained in this Section 2.326.4, the failure of any Tranche A Revolving Multi-Currency Lender to purchase its participating interest in any Local Loan or Acceptance shall not relieve any other Tranche A Revolving Multi-Currency Lender of its obligation hereunder to purchase its participating interest in a timely manner, but no Tranche A Revolving Multi-Currency Lender shall be responsible for the failure of any other Tranche A Revolving Multi-Currency Lender to purchase the participating interest to be purchased by such other Tranche A Revolving Multi-Currency Lender on any date. (b) If any amount required to be paid by any Tranche A Revolving Multi-Currency Lender pursuant to Section 2.32(a6.4(a) is paid to the Multi-Currency Administrative Agent within three Business Days following the date upon which such Tranche A Revolving Multi-Currency Lender receives notice from the Multi-Currency Administrative Agent that the Local Loan or Acceptance in which such Tranche A Revolving Multi-Currency Lender has purchased a participating interest has been made or created (as the case may be), such Tranche A Revolving Multi-Currency Lender shall pay to the Multi-Currency Administrative Agent on demand an amount equal to the product of such amount, times the daily average Federal Funds Effective Rate Rate, as quoted by the Multi-Currency Administrative Agent, during the period from and including the date such payment is required to the date on which such payment is immediately available to the Multi-Currency Administrative Agent, times a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any Tranche A Revolving Multi-Currency Lender pursuant to Section 2.32(a6.4(a) is not in fact made available to the Multi-Currency Administrative Agent within three Business Days following the date upon which such Tranche A Revolving Multi-Currency Lender receives notice from the Multi-Currency Administrative Agent that the Local Loan or Acceptance in which such Tranche A Revolving Multi-Currency Lender has purchased a participating interest has been made or created (as the case may be), the Multi-Currency Administrative Agent shall be entitled to recover from such Tranche A Revolving Multi-Currency Lender, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Tranche A Revolving Credit Loans that are ABR Alternate Base Rate Loans hereunder. A certificate of the Multi-Currency Administrative Agent submitted to any Tranche A Revolving Multi-Currency Lender with respect to any amounts owing under this Section 2.32(b6.4(b) shall be conclusive in the absence of manifest error. Amounts payable by any Tranche A Revolving Multi-Currency Lender pursuant to this Section 2.32(b6.4(b) shall be paid to the Multi-Currency Administrative Agent, for the account of the relevant Local Fronting Lender; provided, however, that, if the Multi-Currency Administrative Agent (in its sole discretion) has elected to fund on behalf of such Tranche A Revolving Multi-Currency Lender the amounts owing to such Local Fronting Lender, then the amounts shall be paid to the Multi-Currency Administrative Agent, for its own account. (c) Whenever, at any time after the relevant Local Fronting Lender has received from any Tranche A Revolving Multi-Currency Lender such Tranche A Revolving Multi-Currency Lender’s 's participating interest in a Local Loan or Acceptance pursuant to clause(a) above), the Local Fronting Lender receives any payment on account thereof, such Local Fronting Lender will distribute to the Multi-Currency Administrative Agent, for the account of such Tranche A Revolving Multi-Currency Lender, such Tranche A Revolving Multi-Currency Lender’s 's participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Tranche A Revolving Multi-Currency Lender’s 's participating interest was outstanding) in like funds as received; provided, however, that in the event that such payment received by such Local Fronting Lender is required to be returned, such Tranche A Revolving Multi-Currency Lender will return to such Local Fronting Lender any portion thereof previously distributed by such Local Fronting Lender to such Tranche A Revolving Multi-Currency Lender in like funds as such payment is required to be returned by such Local Fronting Lender. . (d) Each Tranche A Revolving Multi-Currency Lender’s 's obligation to purchase participating interests pursuant to clause (a) above shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right which such Tranche A Revolving Multi-Currency Lender may have against the relevant Local Fronting Lender, the relevant Local Borrower or any other Person for any reason whatsoever; (b) the occurrence or continuance of a Default or an Event of Default; (c) any adverse change in the condition (financial or otherwise) of the relevant Local Borrower or any other Person; (d) any breach of this Agreement by the relevant Local Borrower, any other Local Borrower or any other Lender; or (e) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided, however, that no Tranche A Revolving Multi-Currency Lender shall be obligated to purchase participating interests in any Local Loans made by a Local Fronting Lender to the extent that such Local Loans (at the time when made) caused the amount of Local Loans outstanding from such Local Fronting Lender to be in excess of the Currency Sublimit then in effect with respect to such Local Fronting Lender.

Currency Conversion and Contingent Funding Agreement. (a) Each Tranche A Revolving Multi-Currency Lender hereby unconditionally and irrevocably agrees to purchase (in Dollars) an undivided participating interest in its ratable share of such Local Loans and Acceptances made by such Local Fronting Lenders as the Administrative Agent may at any time request; provided, however, provided that: (i) the Administrative Agent hereby agrees that, unless an Event of Default has occurred and is continuing, it will not request any such purchase of participating interests unless a Liquidity Event Period the Administrative Agent has commenced given to the Company and is continuing or a Default or an Event of Default has occurred and is continuingthe relevant Local Borrowing Subsidiary three Business Days' prior notice thereof; (ii) the Administrative Agent hereby agrees that it promptly will request that the Tranche A Revolving Multi-Currency Lenders purchase such participating interest in all Local Loans and Acceptances made by any Local Fronting Lender which provides to the Administrative Agent a written certification that an Event of Default described in Section 8.1(a12(a) is continuing with respect to the Local Loans or Acceptances made by such Local Fronting Lender and requesting that such request be made by the Administrative Agent; and (iii) in the event that any of the events specified in clauses (i), (ii) or (iii) of Section 8.1(f12(l) shall have occurred with respect to any Local Borrower, each Tranche A Revolving Multi-Currency Lender shall be deemed to have purchased, automatically and without request, such participating interest in the Local Loans and Acceptances made to such Local Borrower. Any such request by the Administrative Agent shall be made in writing to each Tranche A Revolving Multi-Currency Lender and shall specify the amount of Dollars (based upon the actual exchange rate at which the Administrative Agent anticipates being able to obtain the relevant Permitted Foreign Denomination Currency, with any excess payment being refunded to the Tranche A Revolving Multi-Currency Lenders and any deficiency remaining payable by the Tranche A Revolving Multi-Currency Lenders) required from such Tranche A Revolving Multi-Currency Lender in order to effect the purchase by such Tranche A Revolving Multi-Currency Lender of a participating interest in the amount equal to its Tranche A Revolving Multi-Currency Commitment Percentage multiplied by times the aggregate then outstanding principal amount (in the Permitted Foreign Denomination Currency) of the relevant Local Loans and Acceptances (together with accrued interest thereon and other amounts owing in connection therewith) in such Permitted Foreign Denomination Currency. Promptly upon receipt of such request, each Tranche A Revolving Multi-Currency Lender shall deliver to the Administrative Agent (in immediately available funds) the amount so specified by the Administrative Agent. The Administrative Agent shall convert such amounts into the relevant Permitted Foreign Denomination Currency and shall promptly deliver the proceeds of such conversion to the relevant Local Fronting Lender in immediately available funds. Promptly following receipt thereof, such Local Fronting Lender will deliver to each Multi-Currency Lender (through the Administrative Agent) a Local Loan Participation Certificate dated the date of receipt of such funds and in such amount. From and after such purchase, (i) the outstanding Local Loans and Acceptances in which the Tranche A Revolving Multi-Currency Lenders have purchased such participations shall be deemed to have been converted into Tranche A Revolving Loans that are ABR Loans denominated in Dollars such (with such conversion constituting, for purposes of Section 2.21, a prepayment of such Local Loans and Acceptances before the last day of the Interest Period with respect thereto), (ii) any further Local Loans to be made to such Borrower shall be made in Dollars, with each Tranche A Revolving Lender purchasing a participating interest therein in the manner described in the foregoing provisions of this Section 2.32(aa) immediately upon the making thereof in the amount equal to such Tranche A Revolving Multi-Currency Lender’s Tranche A Revolving 's Multi-Currency Commitment Percentage thereof (with the Administrative Agent hereby agreeing to provide prompt notice to each such Tranche A Revolving Multi-Currency Lender of its receipt from the relevant Local Fronting Lender of a notice of borrowing and of making the relevant Local Loan), (iii) no further Acceptances shall be created for the account of such Local Borrowing SubsidiaryBorrower, (iv) all amounts from time to time accruing, and all amounts from time to time payable, on account of such Local Loans and Acceptances (including, without limitation, any interest and other amounts which were accrued but unpaid on the date of such purchase) shall be payable in Dollars as if such Local Loan or Acceptance, as the case may be, had originally been made in Dollars and shall (other than with respect to the portion of the Applicable Margin which, pursuant to Section 2.15subsection 7.6, is expressly stated to be paid for the account of the Local Fronting Lender) be distributed by the relevant Local Fronting Lender to the Administrative Agent, for the accounts of the Tranche A Revolving Multi-Currency Lenders, on account of such participating interests. Notwithstanding anything to the contrary contained in this Section 2.32subsection 6.4, the failure of any Tranche A Revolving Multi-Currency Lender to purchase its participating interest in any Local Loan or Acceptance shall not relieve any other Tranche A Revolving Multi-Currency Lender of its obligation hereunder to purchase its participating interest in a timely manner, but no Tranche A Revolving Multi-Currency Lender shall be responsible for the failure of any other Tranche A Revolving Multi-Currency Lender to purchase the participating interest to be purchased by such other Tranche A Revolving Multi-Currency Lender on any date. (b) If any amount required to be paid by any Tranche A Revolving Multi-Currency Lender pursuant to Section 2.32(asubsection 6.4(a) is paid to the Administrative Agent within three Business Days following the date upon which such Tranche A Revolving Multi-Currency Lender receives notice from the Administrative Agent that the Local Loan or Acceptance in which such Tranche A Revolving Multi-Currency Lender has purchased a participating interest has been made or created (as the case may be), such Tranche A Revolving Multi-Currency Lender shall pay to the Administrative Agent on demand an amount equal to the product of such amount, times the daily average Federal Funds Effective Rate Rate, as quoted by the Administrative Agent, during the period from and including the date such payment is required to the date on which such payment is immediately available to the Administrative Agent, times a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any Tranche A Revolving Multi-Currency Lender pursuant to Section 2.32(asubsection 6.4(a) is not in fact made available to the Administrative Agent within three Business Days following the date upon which such Tranche A Revolving Multi-Currency Lender receives notice from the Administrative Agent that the Local Loan or Acceptance in which such Tranche A Revolving Multi-Currency Lender has purchased a participating interest has been made or created (as the case may be), the Administrative Agent shall be entitled to recover from such Tranche A Revolving Multi-Currency Lender, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Tranche A Revolving Loans that are ABR Alternate Base Rate Loans hereunder. A certificate of the Administrative Agent submitted to any Tranche A Revolving Multi-Currency Lender with respect to any amounts owing under this Section 2.32(bsubsection 6.4(b) shall be conclusive in the absence of manifest error. Amounts payable by any Tranche A Revolving Multi-Currency Lender pursuant to this Section 2.32(bsubsection 6.4(b) shall be paid to the Administrative Agent, for the account of the relevant Local Fronting Lender; provided, however, provided that, if the Administrative Agent (in its sole discretion) has elected to fund on behalf of such Tranche A Revolving Multi-Currency Lender the amounts owing to such Local Fronting Lender, then the amounts shall be paid to the Administrative Agent, for its own account. (c) Whenever, at any time after the relevant Local Fronting Lender has received from any Tranche A Revolving Multi-Currency Lender such Tranche A Revolving Multi-Currency Lender’s 's participating interest in a Local Loan or Acceptance pursuant to clause(aclause (b) above, the Local Fronting Lender receives any payment on account thereof, such Local Fronting Lender will distribute to the Administrative Agent, for the account of such Tranche A Revolving Multi-Currency Lender, such Tranche A Revolving Multi-Currency Lender’s 's participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Tranche A Revolving Multi-Currency Lender’s 's participating interest was outstanding) in like funds as received; provided, however, that in the event that such payment received by such Local Fronting Lender is required to be returned, such Tranche A Revolving Multi-Currency Lender will return to such Local Fronting Lender any portion thereof previously distributed by such Local Fronting Lender to such Tranche A Revolving Multi-Currency Lender in like funds as such payment is required to be returned by such Local Fronting Lender. . (d) Each Tranche A Revolving Multi-Currency Lender’s 's obligation to purchase participating interests pursuant to clause (a) above shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right which such Tranche A Revolving Multi-Currency Lender may have against the relevant Local Fronting Lender, the relevant Local Borrower or any other Person for any reason whatsoever; (b) the occurrence or continuance of a Default or an Event of Default; (c) any adverse change in the condition (financial or otherwise) of the relevant Local Borrower or any other Person; (d) any breach of this Agreement by the relevant Local Borrower, any other Local Borrower or any other Lender; or (e) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided, however, provided that no Tranche A Revolving Multi-Currency Lender shall be obligated to purchase participating interests in any Local Loans made by a Local Fronting Lender to the extent that such Local Loans (at the time when made) caused the amount of Local Loans outstanding from such Local Fronting Lender to be in excess of the Currency Sublimit then in effect with respect to such Local Fronting Lender.

Currency Conversion and Contingent Funding Agreement. (a) Each Tranche A Revolving Lender hereby unconditionally and irrevocably agrees to purchase (in Dollars) an undivided participating interest in its ratable share Pro Rata Revolving Share of such Local the Foreign Currency Loans and Acceptances made by such Local the Foreign Currency Fronting Lenders Lender as the Administrative Agent or the Foreign Currency Fronting Lender may at any time request; provided, however, that: (i) the Administrative Agent Foreign Currency Fronting Lender hereby agrees that, that it will not request any such purchase of participating interests unless a Liquidity Event Period has commenced and is continuing or a Default or an Event of Default has occurred and is continuing; (ii) the Administrative Agent Foreign Currency Fronting Lender hereby agrees that it promptly will request (through the Administrative Agent) that the Tranche A Revolving Lenders purchase such participating interest in all Local Foreign Currency Loans and Acceptances made by any Local the Foreign Currency Fronting Lender which provides after the Foreign Currency Fronting Lender has delivered to the Administrative Agent a written certification notice that a Default or an Event of Default described in Section 8.1(a8.01(a) (Events of Default) is continuing with respect to the Local Foreign Currency Loans or Acceptances made by such Local the Foreign Currency Fronting Lender and requesting that such request be made by the Administrative Agent; and (iii) in the event that any of the events specified in clauses (i), (iiSection 8.01(f) or (iiig) (Events of Section 8.1(fDefault) shall have occurred with respect to any Local Borroweroccurred, each Tranche A Revolving Lender shall be deemed to have purchased, automatically and without request, such participating interest in the Local Foreign Currency Loans and Acceptances made to such Local the Borrower. Any such request by the Administrative Agent Foreign Currency Fronting Lender shall be made in writing to each Tranche A Revolving Lender and shall specify the amount of Dollars (based upon the actual exchange rate at which the Administrative Agent Foreign Currency Fronting Lender anticipates being able to obtain the relevant Permitted Foreign Denomination Currency, with any excess payment being refunded to the Tranche A Revolving Lenders and any deficiency remaining payable by the Tranche A Revolving Lenders) required from such Tranche A Revolving Lender in order to effect the purchase by such Tranche A Revolving Lender of a participating interest in the amount equal to its Tranche A Pro Rata Revolving Percentage Share of such Foreign Currency Loans multiplied by the aggregate then outstanding principal amount (in the Permitted Foreign Denomination Currency) of the relevant Local Foreign Currency Loans and Acceptances (together with accrued interest thereon and other amounts owing in connection therewith) in such Permitted Foreign Denomination Currency. Promptly upon receipt of such request, each Tranche A Revolving Lender shall deliver to the Administrative Agent for the account of the Foreign Currency Fronting Lender (in immediately available fundsSame Day Funds) the amount so specified by the Administrative AgentForeign Currency Fronting Lender. The Administrative Agent shall convert promptly deliver such amounts into funds in the relevant Permitted form received to the Foreign Currency and shall promptly deliver the proceeds of such conversion to the relevant Local Fronting Lender in immediately available fundsSame Day Funds. From and after such purchase, (i) the outstanding Local Foreign Currency Loans and Acceptances in which the Tranche A Revolving Lenders have purchased such participations shall be deemed to have been converted into Tranche A Revolving Loans that are ABR Base Rate Loans denominated in Dollars (with such conversion constituting, for purposes of Section 2.213.05 (Funding Losses), a prepayment of such Local Foreign Currency Loans and Acceptances before the last day of the Interest Period with respect thereto), (ii) any further Local Loans to be made to such the Borrower shall be made as Revolving Loans in Dollars, with each Tranche A Revolving Lender purchasing a participating interest therein in Dollars pursuant to the manner described in the foregoing provisions terms and conditions of this Section 2.32(a) immediately upon the making thereof in the amount equal to such Tranche A Revolving Lender’s Tranche A Revolving Percentage thereof (with the Administrative Agent hereby agreeing to provide prompt notice to each such Tranche A Revolving Lender of its receipt from the relevant Local Fronting Lender of a notice of borrowing and of making the relevant Local Loan)Agreement, (iii) no further Acceptances shall be created for the account of such Local Borrowing Subsidiary, (iv) all amounts from time to time accruing, and all amounts from time to time payable, on account of such Local Foreign Currency Loans and Acceptances (including, without limitation, any interest and other amounts which were accrued but unpaid on the date of such purchase) shall be payable in Dollars as if such Local Foreign Currency Loan or Acceptance, as the case may be, had originally been made in Dollars and shall (other than with respect to the portion of the Applicable Margin which, pursuant to Section 2.152.09 (Interest), is expressly stated to be paid for the account of the Local Foreign Currency Fronting Lender) be distributed by the relevant Local Foreign Currency Fronting Lender to the Administrative Agent, for the accounts of the Tranche A Revolving Lenders, on account of such participating interests. Notwithstanding anything to the contrary contained in this Section 2.322.15, the failure of any Tranche A Revolving Lender to purchase its participating interest in any Local Foreign Currency Loan or Acceptance shall not relieve any other Tranche A Revolving Lender of its obligation hereunder to purchase its participating interest in a timely manner, but no Tranche A Revolving Lender shall be responsible for the failure of any other Tranche A Revolving Lender to purchase the participating interest to be purchased by such other Tranche A Revolving Lender on any date. (b) If any amount required to be paid by any Tranche A Revolving Lender pursuant to Section 2.32(a2.15(a) above is not paid to the Administrative Agent within three Business Days following the date upon which such Tranche A Revolving Lender receives notice from the Administrative Agent that the Local Foreign Currency Loan or Acceptance in which such Tranche A Revolving Lender has purchased a participating interest has been made or created (as the case may be), such Tranche A Revolving Lender shall pay to the Administrative Agent on demand an amount equal to the product of such amount, times the daily average Federal Funds Effective Rate Rate, as quoted by the Administrative Agent, during the period from and including the date such payment is required to the date on which such payment is immediately available to the Administrative Agent, times a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any Tranche A Revolving Lender pursuant to Section 2.32(a2.15(a) is not in fact made available to the Administrative Agent within three Business Days following the date upon which such Tranche A Revolving Lender receives notice from the Administrative Agent that the Local Foreign Currency Loan or Acceptance in which such Tranche A Revolving Lender has purchased a participating interest has been made or created (as the case may be), the Administrative Agent shall be entitled to recover from such Tranche A Revolving Lender, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Tranche A Revolving Credit Loans that are ABR Base Rate Loans hereunder. A certificate of the Administrative Agent submitted to any Tranche A Revolving Lender with respect to any amounts owing under this Section 2.32(b2.15(b) shall be conclusive in the absence of manifest error. Amounts payable by any Tranche A Revolving Lender pursuant to this Section 2.32(b2.15(b) shall be paid to the Administrative Agent, for the account of the relevant Local Foreign Currency Fronting Lender; provided, however, that, if the Administrative Agent (in its sole discretion) has elected to fund on behalf of such Tranche A Revolving Lender the amounts owing to such Local the Foreign Currency Fronting Lender, then the amounts shall be paid to the Administrative Agent, for its own account. (c) Whenever, at any time after the relevant Local Foreign Currency Fronting Lender has received from any Tranche A Revolving Lender such Tranche A Revolving Lender’s participating interest in a Local Foreign Currency Loan or Acceptance pursuant to clause(aclause (a) above, the Local Foreign Currency Fronting Lender receives any payment on account thereof, such Local the Foreign Currency Fronting Lender will distribute to the Administrative Agent, for the account of such Tranche A Revolving Lender, such Tranche A Revolving Lender’s participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Tranche A Revolving Lender’s participating interest was outstanding) in like funds as received; provided, however, that in the event that such payment received by such Local the Foreign Currency Fronting Lender is required to be returned, such Tranche A Revolving Lender will return to such Local the Foreign Currency Fronting Lender any portion thereof previously distributed by such Local the Foreign Currency Fronting Lender to such Tranche A Revolving Lender in like funds as such payment is required to be returned by such Local the Foreign Currency Fronting Lender. . (d) Each Tranche A Revolving Lender’s obligation to purchase participating interests pursuant to clause (a) above shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, including (a) any set-off, counterclaim, recoupment, defense or other right which such Tranche A Revolving Lender may have against the relevant Local Foreign Currency Fronting Lender, the relevant Local Borrower or any other Person for any reason whatsoever; (b) the occurrence or continuance of a Default or an Event of Default; (c) any material adverse change in the business, assets, operations, properties, condition (financial or otherwise), liabilities (contingent or otherwise) or prospects of the relevant Local Borrower or and its Subsidiaries any other Person; (d) any breach of this Agreement by the relevant Local Borrower, any other Local Borrower Loan Party or any other Lender; or (e) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided, however, that no Tranche A Revolving Lender shall be obligated to purchase participating interests in any Local Foreign Currency Loans made by a Local the Foreign Currency Fronting Lender to the extent that such Local Foreign Currency Loans (at the time when made) caused the amount of Local Foreign Currency Loans outstanding from such Local the Foreign Currency Fronting Lender to be in excess of the Foreign Currency Sublimit then in effect with respect to such Local Fronting Lendereffect.

Currency Conversion and Contingent Funding Agreement. (a) Each Tranche A Revolving Multi-Currency Lender hereby unconditionally and irrevocably agrees to purchase (in Dollars) an undivided participating interest in its ratable share of such Local Loans and Acceptances made by such Local Fronting Lenders as the Administrative Agent may at any time request; provided, however, that: (i) the Administrative Agent hereby agrees that, it will not request any such purchase of participating interests unless a Liquidity Event Period has commenced and is continuing or a Default or an Event of Default has occurred and is continuing; (ii) the Administrative Agent hereby agrees that it promptly will request that the Tranche A Revolving Multi-Currency Lenders purchase such participating interest in all Local Loans and Acceptances made by any Local Fronting Lender which provides to the Administrative Agent a written certification that an Event of Default described in Section 8.1(a12.1(a) is continuing with respect to the Local Loans or Acceptances made by such Local Fronting Lender and requesting that such request be made by the Administrative Agent; and (iii) in the event that any of the events specified in clauses (i), (ii) or (iii) of Section 8.1(f12.1(j) shall have occurred with respect to any Local Borrower, each Tranche A Revolving Multi-Currency Lender shall be deemed to have purchased, automatically and without request, such participating interest in the Local Loans and Acceptances made to such Local Borrower. Any such request by the Administrative Agent shall be made in writing to each Tranche A Revolving Multi-Currency Lender and shall specify the amount of Dollars (based upon the actual exchange rate at which the Administrative Agent anticipates being able to obtain the relevant Permitted Foreign Denomination Currency, with any excess payment being refunded to the Tranche A Revolving Multi-Currency Lenders and any deficiency remaining payable by the Tranche A Revolving Multi-Currency Lenders) required from such Tranche A Revolving Multi-Currency Lender in order to effect the purchase by such Tranche A Revolving Multi-Currency Lender of a participating interest in the amount equal to its Tranche A Revolving Commitment Percentage multiplied by the aggregate then outstanding principal amount (in the Permitted Foreign Denomination Currency) of the relevant Local Loans and Acceptances (together with accrued interest thereon and other amounts owing in connection therewith) in such Permitted Foreign Denomination Currency. Promptly upon receipt of such request, each Tranche A Revolving Multi-Currency Lender shall deliver to the Administrative Agent (in immediately available funds) the amount so specified by the Administrative Agent. The Administrative Agent shall convert such amounts into the relevant Permitted Foreign Denomination Currency and shall promptly deliver the proceeds of such conversion to the relevant Local Fronting Lender in immediately available funds. From and after such purchase, (i) the outstanding Local Loans and Acceptances in which the Tranche A Revolving Multi-Currency Lenders have purchased such participations shall be deemed to have been converted into Tranche A Revolving Credit Loans that are ABR Alternate Base Rate Loans denominated in Dollars (with such conversion constituting, for purposes of Section 2.217.11, a prepayment of such Local Loans and Acceptances before the last day of the Interest Period with respect thereto), (ii) any further Local Loans to be made to such Borrower shall be made in Dollars, with each Tranche A Revolving Multi-Currency Lender purchasing a participating interest therein in the manner described in the foregoing provisions of this Section 2.32(a6.4(a) immediately upon the making thereof in the amount equal to such Tranche A Revolving Multi-Currency Lender’s Tranche A Revolving Commitment Percentage thereof (with the Administrative Agent hereby agreeing to provide prompt notice to each such Tranche A Revolving Multi-Currency Lender of its receipt from the relevant Local Fronting Lender of a notice of borrowing and of making the relevant Local Loan), (iii) no further Acceptances shall be created for the account of such Local Borrowing SubsidiaryBorrower, (iv) all amounts from time to time accruing, and all amounts from time to time payable, on account of such Local Loans and Acceptances (including, without limitation, any interest and other amounts which were accrued but unpaid on the date of such purchase) shall be payable in Dollars as if such Local Loan or Acceptance, as the case may be, had originally been made in Dollars and shall (other than with respect to the portion of the Applicable Margin which, pursuant to Section 2.157.5, is expressly stated to be paid for the account of the Local Fronting Lender) be distributed by the relevant Local Fronting Lender to the Administrative Agent, for the accounts of the Tranche A Revolving Multi-Currency Lenders, on account of such participating interests. Notwithstanding anything to the contrary contained in this Section 2.326.4, the failure of any Tranche A Revolving Multi-Currency Lender to purchase its participating interest in any Local Loan or Acceptance shall not relieve any other Tranche A Revolving Multi-Currency Lender of its obligation hereunder to purchase its participating interest in a timely manner, but no Tranche A Revolving Multi-Currency Lender shall be responsible for the failure of any other Tranche A Revolving Multi-Currency Lender to purchase the participating interest to be purchased by such other Tranche A Revolving Multi-Currency Lender on any date. (b) If any amount required to be paid by any Tranche A Revolving Multi-Currency Lender pursuant to Section 2.32(a6.4(a) is paid to the Administrative Agent within three (3) Business Days following the date upon which such Tranche A Revolving Multi-Currency Lender receives notice from the Administrative Agent that the Local Loan or Acceptance in which such Tranche A Revolving Multi-Currency Lender has purchased a participating interest has been made or created (as the case may be), such Tranche A Revolving Multi-Currency Lender shall pay to the Administrative Agent on demand an amount equal to the product of such amount, times the daily average Federal Funds Effective Rate Rate, as quoted by the Administrative Agent, during the period from and including the date such payment is required to the date on which such payment is immediately available to the Administrative Agent, times a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any Tranche A Revolving Multi-Currency Lender pursuant to Section 2.32(a6.4(a) is not in fact made available to the Administrative Agent within three (3) Business Days following the date upon which such Tranche A Revolving Multi-Currency Lender receives notice from the Administrative Agent that the Local Loan or Acceptance in which such Tranche A Revolving Multi-Currency Lender has purchased a participating interest has been made or created (as the case may be), the Administrative Agent shall be entitled to recover from such Tranche A Revolving Multi-Currency Lender, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Tranche A Revolving Credit Loans that are ABR Alternate Base Rate Loans hereunder. A certificate of the Administrative Agent submitted to any Tranche A Revolving Multi-Currency Lender with respect to any amounts owing under this Section 2.32(b6.4(b) shall be conclusive in the absence of manifest error. Amounts payable by any Tranche A Revolving Multi-Currency Lender pursuant to this Section 2.32(b6.4(b) shall be paid to the Administrative Agent, for the account of the relevant Local Fronting Lender; provided, however, that, if the Administrative Agent (in its sole discretion) has elected to fund on behalf of such Tranche A Revolving Multi-Currency Lender the amounts owing to such Local Fronting Lender, then the amounts shall be paid to the Administrative Agent, for its own account. (c) Whenever, at any time after the relevant Local Fronting Lender has received from any Tranche A Revolving Multi-Currency Lender such Tranche A Revolving Multi-Currency Lender’s participating interest in a Local Loan or Acceptance pursuant to clause(a) above), the Local Fronting Lender receives any payment on account thereof, such Local Fronting Lender will distribute to the Administrative Agent, for the account of such Tranche A Revolving Multi-Currency Lender, such Tranche A Revolving Multi-Currency Lender’s participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Tranche A Revolving Multi-Currency Lender’s participating interest was outstanding) in like funds as received; provided, however, that in the event that such payment received by such Local Fronting Lender is required to be returned, such Tranche A Revolving Multi-Currency Lender will return to such Local Fronting Lender any portion thereof previously distributed by such Local Fronting Lender to such Tranche A Revolving Multi-Currency Lender in like funds as such payment is required to be returned by such Local Fronting Lender. . (d) Each Tranche A Revolving Multi-Currency Lender’s obligation to purchase participating interests pursuant to clause (a) above shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right which such Tranche A Revolving Multi-Currency Lender may have against the relevant Local Fronting Lender, the relevant Local Borrower or any other Person for any reason whatsoever; (b) the occurrence or continuance of a Default or an Event of Default; (c) any adverse change in the condition (financial or otherwise) of the relevant Local Borrower or any other Person; (d) any breach of this Agreement by the relevant Local Borrower, any other Local Borrower or any other Lender; or (e) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided, however, that no Tranche A Revolving Multi-Currency Lender shall be obligated to purchase participating interests in any Local Loans made by a Local Fronting Lender to the extent that such Local Loans (at the time when made) caused the amount of Local Loans outstanding from such Local Fronting Lender to be in excess of the Currency Sublimit then in effect with respect to such Local Fronting Lender.

Currency Conversion and Contingent Funding Agreement. (a) Each Tranche A Revolving Multi-Currency Lender hereby unconditionally and irrevocably agrees to purchase (in Dollars) an undivided participating interest in its ratable share of such Local Loans and Acceptances made by such Local Fronting Lenders as the Multi-Currency Administrative Agent may at any time request; provided, however, that: (i) the Multi-Currency Administrative Agent hereby agrees that, it will not request any such purchase of participating interests unless a Liquidity Event Period has commenced and is continuing or a Default or an Event of Default has occurred and is continuing; (ii) the Multi-Currency Administrative Agent hereby agrees that it promptly will request that the Tranche A Revolving Multi-Currency Lenders purchase such participating interest in all Local Loans and Acceptances made by any Local Fronting Lender which provides to the Multi-Currency Administrative Agent a written certification that an Event of Default described in Section 8.1(a12.1(a) is continuing with respect to the Local Loans or Acceptances made by such Local Fronting Lender and requesting that such request be made by the Multi-Currency Administrative Agent; and (iii) in the event that any of the events specified in clauses (i), (ii) or (iii) of Section 8.1(f12.1(j) shall have occurred with respect to any Local Borrower, each Tranche A Revolving Multi-Currency Lender shall be deemed to have purchased, automatically and without request, such participating interest in the Local Loans and Acceptances made to such Local Borrower. Any such request by the Multi-Currency Administrative Agent shall be made in writing to each Tranche A Revolving Multi-Currency Lender and shall specify the amount of Dollars (based upon the actual exchange rate at which the Multi-Currency Administrative Agent anticipates being able to obtain the relevant Permitted Foreign Denomination Currency, with any excess payment being refunded to the Tranche A Revolving Multi-Currency Lenders and any deficiency remaining payable by the Tranche A Revolving Multi-Currency Lenders) required from such Tranche A Revolving Multi-Currency Lender in order to effect the purchase by such Tranche A Revolving Multi-Currency Lender of a participating interest in the amount equal to its Tranche A Revolving Multi-Currency Commitment Percentage multiplied by the aggregate then outstanding principal amount (in the Permitted Foreign Denomination Currency) of the relevant Local Loans and Acceptances (together with accrued interest thereon and other amounts owing in connection therewith) in such Permitted Foreign Denomination Currency. Promptly upon receipt of such request, each Tranche A Revolving Multi-Currency Lender shall deliver to the Multi-Currency Administrative Agent (in immediately available funds) the amount so specified by the Multi-Currency Administrative Agent. The Multi-Currency Administrative Agent shall convert such amounts into the relevant Permitted Foreign Denomination Currency and shall promptly deliver the proceeds of such conversion to the relevant Local Fronting Lender in immediately available funds. From and after such purchase, (i) the outstanding Local Loans and Acceptances in which the Tranche A Revolving Multi-Currency Lenders have purchased such participations shall be deemed to have been converted into Tranche A Revolving Credit Loans that are ABR Alternate Base Rate Loans denominated in Dollars (with such conversion constituting, for purposes of Section 2.217.11, a prepayment of such Local Loans and Acceptances before the last day of the Interest Period with respect thereto), (ii) any further Local Loans to be made to such Borrower shall be made in Dollars, with each Tranche A Revolving Multi-Currency Lender purchasing a participating interest therein in the manner described in the foregoing provisions of this Section 2.32(a6.4(a) immediately upon the making thereof in the amount equal to such Tranche A Revolving Multi-Currency Lender’s Tranche A Revolving Multi-Currency Commitment Percentage thereof (with the Multi-Currency Administrative Agent hereby agreeing to provide prompt notice to each such Tranche A Revolving Multi-Currency Lender of its receipt from the relevant Local Fronting Lender of a notice of borrowing and of making the relevant Local Loan), (iii) no further Acceptances shall be created for the account of such Local Borrowing SubsidiaryBorrower, (iv) all amounts from time to time accruing, and all amounts from time to time payable, on account of such Local Loans and Acceptances (including, without limitation, any interest and other amounts which were accrued but unpaid on the date of such purchase) shall be payable in Dollars as if such Local Loan or Acceptance, as the case may be, had originally been made in Dollars and shall (other than with respect to the portion of the Applicable Margin which, pursuant to Section 2.157.5, is expressly stated to be paid for the account of the Local Fronting Lender) be distributed by the relevant Local Fronting Lender to the Multi-Currency Administrative Agent, for the accounts of the Tranche A Revolving Multi-Currency Lenders, on account of such participating interests. Notwithstanding anything to the contrary contained in this Section 2.326.4, the failure of any Tranche A Revolving Multi-Currency Lender to purchase its participating interest in any Local Loan or Acceptance shall not relieve any other Tranche A Revolving Multi-Currency Lender of its obligation hereunder to purchase its participating interest in a timely manner, but no Tranche A Revolving Multi-Currency Lender shall be responsible for the failure of any other Tranche A Revolving Multi-Currency Lender to purchase the participating interest to be purchased by such other Tranche A Revolving Multi-Currency Lender on any date. (b) If any amount required to be paid by any Tranche A Revolving Multi-Currency Lender pursuant to Section 2.32(a6.4(a) is paid to the Multi-Currency Administrative Agent within three Business Days following the date upon which such Tranche A Revolving Multi-Currency Lender receives notice from the Multi-Currency Administrative Agent that the Local Loan or Acceptance in which such Tranche A Revolving Multi-Currency Lender has purchased a participating interest has been made or created (as the case may be), such Tranche A Revolving Multi-Currency Lender shall pay to the Multi-Currency Administrative Agent on demand an amount equal to the product of such amount, times the daily average Federal Funds Effective Rate Rate, as quoted by the Multi-Currency Administrative Agent, during the period from and including the date such payment is required to the date on which such payment is immediately available to the Multi-Currency Administrative Agent, times a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any Tranche A Revolving Multi-Currency Lender pursuant to Section 2.32(a6.4(a) is not in fact made available to the Multi-Currency Administrative Agent within three Business Days following the date upon which such Tranche A Revolving Multi-Currency Lender receives notice from the Multi-Currency Administrative Agent that the Local Loan or Acceptance in which such Tranche A Revolving Multi-Currency Lender has purchased a participating interest has been made or created (as the case may be), the Multi-Currency Administrative Agent shall be entitled to recover from such Tranche A Revolving Multi-Currency Lender, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Tranche A Revolving Credit Loans that are ABR Alternate Base Rate Loans hereunder. A certificate of the Multi-Currency Administrative Agent submitted to any Tranche A Revolving Multi-Currency Lender with respect to any amounts owing under this Section 2.32(b6.4(b) shall be conclusive in the absence of manifest error. Amounts payable by any Tranche A Revolving Multi-Currency Lender pursuant to this Section 2.32(b6.4(b) shall be paid to the Multi-Currency Administrative Agent, for the account of the relevant Local Fronting Lender; provided, however, that, if the Multi-Currency Administrative Agent (in its sole discretion) has elected to fund on behalf of such Tranche A Revolving Multi-Currency Lender the amounts owing to such Local Fronting Lender, then the amounts shall be paid to the Multi-Currency Administrative Agent, for its own account. (c) Whenever, at any time after the relevant Local Fronting Lender has received from any Tranche A Revolving Multi-Currency Lender such Tranche A Revolving Multi-Currency Lender’s participating interest in a Local Loan or Acceptance pursuant to clause(a) above), the Local Fronting Lender receives any payment on account thereof, such Local Fronting Lender will distribute to the Multi-Currency Administrative Agent, for the account of such Tranche A Revolving Multi-Currency Lender, such Tranche A Revolving Multi-Currency Lender’s participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Tranche A Revolving Multi-Currency Lender’s participating interest was outstanding) in like funds as received; provided, however, that in the event that such payment received by such Local Fronting Lender is required to be returned, such Tranche A Revolving Multi-Currency Lender will return to such Local Fronting Lender any portion thereof previously distributed by such Local Fronting Lender to such Tranche A Revolving Multi-Currency Lender in like funds as such payment is required to be returned by such Local Fronting Lender. . (d) Each Tranche A Revolving Multi-Currency Lender’s obligation to purchase participating interests pursuant to clause (a) above shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right which such Tranche A Revolving Multi-Currency Lender may have against the relevant Local Fronting Lender, the relevant Local Borrower or any other Person for any reason whatsoever; (b) the occurrence or continuance of a Default or an Event of Default; (c) any adverse change in the condition (financial or otherwise) of the relevant Local Borrower or any other Person; (d) any breach of this Agreement by the relevant Local Borrower, any other Local Borrower or any other Lender; or (e) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided, however, that no Tranche A Revolving Multi-Currency Lender shall be obligated to purchase participating interests in any Local Loans made by a Local Fronting Lender to the extent that such Local Loans (at the time when made) caused the amount of Local Loans outstanding from such Local Fronting Lender to be in excess of the Currency Sublimit then in effect with respect to such Local Fronting Lender.

Currency Conversion and Contingent Funding Agreement. (a) Each Tranche A Revolving Lender hereby unconditionally and irrevocably agrees to purchase (in Dollars) an undivided participating interest in its ratable share of such Local Loans and Acceptances made by such Local Fronting Lenders as the Administrative Agent may at any time request; provided, however, that: (i) the Administrative Agent hereby agrees that, it will not request any such purchase of participating interests unless a Liquidity Event Period has commenced and is continuing or a Default or an Event of Default has occurred and is continuing; (ii) the Administrative Agent hereby agrees that it promptly will request that the Tranche A Revolving Lenders purchase such participating interest in all Local Loans and Acceptances made by any Local Fronting Lender which provides to the Administrative Agent a written certification that an Event of Default described in Section 8.1(a) is continuing with respect to the Local Loans or Acceptances made by such Local Fronting Lender and requesting that such request be made by the Administrative Agent; and (iii) in the event that any of the events specified in clauses (i), (ii) or (iii) of Section 8.1(f) shall have occurred with respect to any Local Borrower, each Tranche A Revolving Lender shall be deemed to have purchased, automatically and without request, such participating interest in the Local Loans and Acceptances made to such Local Borrower. Any such request by the Administrative Agent shall be made in writing to each Tranche A Revolving Lender and shall specify the amount of Dollars (based upon the actual exchange rate at which the Administrative Agent anticipates being able to obtain the relevant Permitted Foreign Currency, with any excess payment being refunded to the Tranche A Revolving Lenders and any deficiency remaining payable by the Tranche A Revolving Lenders) required from such Tranche A Revolving Lender in order to effect the purchase by such Tranche A Revolving Lender of a participating interest in the amount equal to its Tranche A Revolving Percentage multiplied by the aggregate then outstanding principal amount (in the Permitted Foreign Currency) of the relevant Local Loans and Acceptances (together with accrued interest thereon and other amounts owing in connection therewith) in such Permitted Foreign Currency. Promptly upon receipt of such request, each Tranche A Revolving Lender shall deliver to the Administrative Agent (in immediately available funds) the amount so specified by the Administrative Agent. The Administrative Agent shall convert such amounts into the relevant Permitted Foreign Currency and shall promptly deliver the proceeds of such conversion to the relevant Local Fronting Lender in immediately available funds. From and after such purchase, (i) the outstanding Local Loans and Acceptances in which the Tranche A Revolving Lenders have purchased such participations shall be deemed to have been converted into Tranche A Revolving Loans that are ABR Loans denominated in Dollars (with such conversion constituting, for purposes of Section 2.21, a prepayment of such Local Loans and Acceptances before the last day of the Interest Period with respect thereto), (ii) any further Local Loans to be made to such Borrower shall be made in Dollars, with each Tranche A Revolving Lender purchasing a participating interest therein in the manner described in the foregoing provisions of this Section 2.32(a) immediately upon the making thereof in the amount equal to such Tranche A Revolving Lender’s Tranche A Revolving Percentage thereof (with the Administrative Agent hereby agreeing to provide prompt notice to each such Tranche A Revolving Lender of its receipt from the relevant Local Fronting Lender of a notice of borrowing and of making the relevant Local Loan), (iii) no further Acceptances shall be created for the account of such Local Borrowing Subsidiary, (iv) all amounts from time to time accruing, and all amounts from time to time payable, on account of such Local Loans and Acceptances (including, without limitation, any interest and other amounts which were accrued but unpaid on the date of such purchase) shall be payable in Dollars as if such Local Loan or Acceptance, as the case may be, had originally been made in Dollars and shall (other than with respect to the portion of the Applicable Margin which, pursuant to Section 2.15, is expressly stated to be paid for the account of the Local Fronting Lender) be distributed by the relevant Local Fronting Lender to the Administrative Agent, for the accounts of the Tranche A Revolving Lenders, on account of such participating interests. Notwithstanding anything to the contrary contained in this Section 2.32, the failure of any Tranche A Revolving Lender to purchase its participating interest in any Local Loan or Acceptance shall not relieve any other Tranche A Revolving Lender of its obligation hereunder to purchase its participating interest in a timely manner, but no Tranche A Revolving Lender shall be responsible for the failure of any other Tranche A Revolving Lender to purchase the participating interest to be purchased by such other Tranche A Revolving Lender on any date. (b) If any amount required to be paid by any Tranche A Revolving Lender pursuant to Section 2.32(a) is paid to the Administrative Agent within three Business Days following the date upon which such Tranche A Revolving Lender receives notice from the Administrative Agent that the Local Loan or Acceptance in which such Tranche A Revolving Lender has purchased a participating interest has been made or created (as the case may be), such Tranche A Revolving Lender shall pay to the Administrative Agent on demand an amount equal to the product of such amount, times the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the Administrative Agent, times a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any Tranche A Revolving Lender pursuant to Section 2.32(a) is not in fact made available to the Administrative Agent within three Business Days following the date upon which such Tranche A Revolving Lender receives notice from the Administrative Agent that the Local Loan or Acceptance in which such Tranche A Revolving Lender has purchased a participating interest has been made or created (as the case may be), the Administrative Agent shall be entitled to recover from such Tranche A Revolving Lender, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Tranche A Revolving Loans that are ABR Loans hereunder. A certificate of the Administrative Agent submitted to any Tranche A Revolving Lender with respect to any amounts owing under this Section 2.32(b) shall be conclusive in the absence of manifest error. Amounts payable by any Tranche A Revolving Lender pursuant to this Section 2.32(b) shall be paid to the Administrative Agent, for the account of the relevant Local Fronting Lender; provided, however, that, if the Administrative Agent (in its sole discretion) has elected to fund on behalf of such Tranche A Revolving Lender the amounts owing to such Local Fronting Lender, then the amounts shall be paid to the Administrative Agent, for its own account. (c) Whenever, at any time after the relevant Local Fronting Lender has received from any Tranche A Revolving Lender such Tranche A Revolving Lender’s participating interest in a Local Loan or Acceptance pursuant to clause(a) above, the Local Fronting Lender receives any payment on account thereof, such Local Fronting Lender will distribute to the Administrative Agent, for the account of such Tranche A Revolving Lender, such Tranche A Revolving Lender’s participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Tranche A Revolving Lender’s participating interest was outstanding) in like funds as received; provided, however, that in the event that such payment received by such Local Fronting Lender is required to be returned, such Tranche A Revolving Lender will return to such Local Fronting Lender any portion thereof previously distributed by such Local Fronting Lender to such Tranche A Revolving Lender in like funds as such payment is required to be returned by such Local Fronting Lender. Each Tranche A Revolving Lender’s obligation to purchase participating interests pursuant to clause (a) above shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right which such Tranche A Revolving Lender may have against the relevant Local Fronting Lender, the relevant Local Borrower or any other Person for any reason whatsoever; (b) the occurrence or continuance of a Default or an Event of Default; (c) any adverse change in the condition (financial or otherwise) of the relevant Local Borrower or any other Person; (d) any breach of this Agreement by the relevant Local Borrower, any other Local Borrower or any other Lender; or (e) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided, however, that no Tranche A Revolving Lender shall be obligated to purchase participating interests in any Local Loans made by a Local Fronting Lender to the extent that such Local Loans (at the time when made) caused the amount of Local Loans outstanding from such Local Fronting Lender to be in excess of the Currency Sublimit then in effect with respect to such Local Fronting Lender.

Currency Conversion and Contingent Funding Agreement. 127 (a) Each Tranche A Revolving Lender hereby unconditionally and irrevocably agrees to purchase (in Dollars) an undivided participating interest in its ratable share of such Local Loans and Acceptances made by such Local Fronting Lenders as the Administrative Agent may at any time request; provided, however, that: (i) the Administrative Agent hereby agrees that, it will not request any such purchase of participating interests unless a Liquidity Event Period has commenced and is continuing or a Default or an Event of Default has occurred and is continuing; (ii) the Administrative Agent hereby agrees that it promptly will request that the Tranche A Revolving Lenders purchase such participating interest in all Local Loans and Acceptances made by any Local Fronting Lender which provides to the Administrative Agent a written certification that an Event of Default described in Section 8.1(a) is continuing with respect to the Local Loans or Acceptances made by such Local Fronting Lender and requesting that such request be made by the Administrative Agent; and (iii) in the event that any of the events specified in clauses (i), (ii) or (iii) of Section 8.1(f) shall have occurred with respect to any Local Borrower, each Tranche A Revolving Lender shall be deemed to have purchased, automatically and without request, such participating interest in the Local Loans and Acceptances made to such Local Borrower. Any such request by the Administrative Agent shall be made in writing to each Tranche A Revolving Lender and shall specify the amount of Dollars (based upon the actual exchange rate at which the Administrative Agent anticipates being able to obtain the relevant Permitted Foreign Currency, with any excess payment being refunded to the Tranche A Revolving Lenders and any deficiency remaining payable by the Tranche A Revolving Lenders) required from such Tranche A Revolving Lender in order to effect the purchase by such Tranche A Revolving Lender of a participating interest in the amount equal to its Tranche A Revolving Percentage multiplied by the aggregate then outstanding principal amount (in the Permitted Foreign Currency) of the relevant Local Loans and Acceptances (together with accrued interest thereon and other amounts owing in connection therewith) in such Permitted Foreign Currency. Promptly upon receipt of such request, each Tranche A Revolving Lender shall deliver to the Administrative Agent (in immediately available funds) the amount so specified by the Administrative Agent. The Administrative Agent shall convert such amounts into the relevant Permitted Foreign Currency and shall promptly deliver the proceeds of such conversion to the relevant Local Fronting Lender in immediately available funds. From and after such purchase, (i) the outstanding Local Loans and Acceptances in which the Tranche A Revolving Lenders have purchased such participations shall be deemed to have been converted into Tranche A Revolving Loans that are ABR Loans denominated in Dollars (with such conversion constituting, for purposes of Section 2.21, a prepayment of such Local Loans and Acceptances before the last day of the Interest Period with respect thereto), (ii) any further Local Loans to be made to such Borrower shall be made in Dollars, with each Tranche A Revolving Lender purchasing a participating interest therein in the manner described in the foregoing provisions of this Section 2.32(a) immediately upon the making thereof in the amount equal to such Tranche A Revolving Lender’s Tranche A Revolving Percentage thereof (with the Administrative Agent hereby agreeing to provide prompt notice to each such Tranche A Revolving Lender of its receipt from the relevant Local Fronting Lender of a notice of borrowing and of making the relevant Local Loan), (iii) no further Acceptances shall be created for the account of such Local Borrowing Subsidiary, (iv) all amounts from time to time accruing, and all amounts from time to time payable, on account of such Local Loans and Acceptances (including, without limitation, any interest and other amounts which were accrued but unpaid on the date of such purchase) shall be payable in Dollars as if such Local Loan or Acceptance, as the case may be, had originally been made in Dollars and shall (other than with respect to the portion of the Applicable Margin which, pursuant to Section 2.15, is expressly stated to be paid for the account of the Local Fronting Lender) be distributed by the relevant Local Fronting Lender to the Administrative Agent, for the accounts of the Tranche A Revolving Lenders, on account of such participating interests. Notwithstanding anything to the contrary contained in this Section 2.32, the failure of any Tranche A Revolving Lender to purchase its participating interest in any Local Loan or Acceptance shall not relieve any other Tranche A Revolving Lender of its obligation hereunder to purchase its participating interest in a timely manner, but no Tranche A Revolving Lender shall be responsible for the failure of any other Tranche A Revolving Lender to purchase the participating interest to be purchased by such other Tranche A Revolving Lender on any date. (b) If any amount required to be paid by any Tranche A Revolving Lender pursuant to Section 2.32(a) is paid to the Administrative Agent within three Business Days following the date upon which such Tranche A Revolving Lender receives notice from the Administrative Agent that the Local Loan or Acceptance in which such Tranche A Revolving Lender has purchased a participating interest has been made or created (as the case may be), such Tranche A Revolving Lender shall pay to the Administrative Agent on demand an amount equal to the product of such amount, times the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the Administrative Agent, times a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any Tranche A Revolving Lender pursuant to Section 2.32(a) is not in fact made available to the Administrative Agent within three Business Days following the date upon which such Tranche A Revolving Lender receives notice from the Administrative Agent that the Local Loan or Acceptance in which such Tranche A Revolving Lender has purchased a participating interest has been made or created (as the case may be), the Administrative Agent shall be entitled to recover from such Tranche A Revolving Lender, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Tranche A Revolving Loans that are ABR Loans hereunder. A certificate of the Administrative Agent submitted to any Tranche A Revolving Lender with respect to any amounts owing under this Section 2.32(b) shall be conclusive in the absence of manifest error. Amounts payable by any Tranche A Revolving Lender pursuant to this Section 2.32(b) shall be paid to the Administrative Agent, for the account of the relevant Local Fronting Lender; provided, however, that, if the Administrative Agent (in its sole discretion) has elected to fund on behalf of such Tranche A Revolving Lender the amounts owing to such Local Fronting Lender, then the amounts shall be paid to the Administrative Agent, for its own account. (c) Whenever, at any time after the relevant Local Fronting Lender has received from any Tranche A Revolving Lender such Tranche A Revolving Lender’s participating interest in a Local Loan or Acceptance pursuant to clause(a) above, the Local Fronting Lender receives any payment on account thereof, such Local Fronting Lender will distribute to the Administrative Agent, for the account of such Tranche A Revolving Lender, such Tranche A Revolving Lender’s participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Tranche A Revolving Lender’s participating interest was outstanding) in like funds as received; provided, however, that in the event that such payment received by such Local Fronting Lender is required to be returned, such Tranche A Revolving Lender will return to such Local Fronting Lender any portion thereof previously distributed by such Local Fronting Lender to such Tranche A Revolving Lender in like funds as such payment is required to be returned by such Local Fronting Lender. Each Tranche A Revolving Lender’s obligation to purchase participating interests pursuant to clause (a) above shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right which such Tranche A Revolving Lender may have against the relevant Local Fronting Lender, the relevant Local Borrower or any other Person for any reason whatsoever; (b) the occurrence or continuance of a Default or an Event of Default; (c) any adverse change in the condition (financial or otherwise) of the relevant Local Borrower or any other Person; (d) any breach of this Agreement by the relevant Local Borrower, any other Local Borrower or any other Lender; or (e) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided, however, that no Tranche A Revolving Lender shall be obligated to purchase participating interests in any Local Loans made by a Local Fronting Lender to the extent that such Local Loans (at the time when made) caused the amount of Local Loans outstanding from such Local Fronting Lender to be in excess of the Currency Sublimit then in effect with respect to such Local Fronting Lender.

Currency Conversion and Contingent Funding Agreement. (a) Each Tranche A Revolving Lender hereby unconditionally and irrevocably agrees to purchase (in Dollars) an undivided participating interest in its ratable share of such Local Loans and Acceptances made by such Local Fronting Lenders as the Administrative Agent may at any time request; provided, however, that: (i) the Administrative Agent hereby agrees that, it will not request any such purchase of participating interests unless a Liquidity Event Period has commenced and is continuing or a Default or an Event of Default has occurred and is continuing; (ii) the Administrative Agent hereby agrees that it promptly will request that the Tranche A Revolving Lenders purchase such participating interest in all Local Loans and Acceptances made by any Local Fronting Lender which provides to the Administrative Agent a written certification that an Event of Default described in Section 8.1(a) is continuing with respect to the Local Loans or Acceptances made by such Local Fronting Lender and requesting that such request be made by the Administrative Agent; and (iii) in the event that any of the events specified in clauses (i), (ii) or (iii) of Section 8.1(f) shall have occurred with respect to any Local Borrower, each Tranche A Revolving Lender shall be deemed to have purchased, automatically and without request, such participating interest in the Local Loans and Acceptances made to such Local Borrower. Any such request by the Administrative Agent shall be made in writing to each Tranche A Revolving Lender and shall specify the amount of Dollars (based upon the actual exchange rate at which the Administrative Agent anticipates being able to obtain the relevant Permitted Foreign Currency, with any excess payment being refunded to the Tranche A Revolving Lenders and any |US-DOCS\115543490.9|| deficiency remaining payable by the Tranche A Revolving Lenders) required from such Tranche A Revolving Lender in order to effect the purchase by such Tranche A Revolving Lender of a participating interest in the amount equal to its Tranche A Revolving Percentage multiplied by the aggregate then outstanding principal amount (in the Permitted Foreign Currency) of the relevant Local Loans and Acceptances (together with accrued interest thereon and other amounts owing in connection therewith) in such Permitted Foreign Currency. Promptly upon receipt of such request, each Tranche A Revolving Lender shall deliver to the Administrative Agent (in immediately available funds) the amount so specified by the Administrative Agent. The Administrative Agent shall convert such amounts into the relevant Permitted Foreign Currency and shall promptly deliver the proceeds of such conversion to the relevant Local Fronting Lender in immediately available funds. From and after such purchase, (i) the outstanding Local Loans and Acceptances in which the Tranche A Revolving Lenders have purchased such participations shall be deemed to have been converted into Tranche A Revolving Loans that are ABR Loans denominated in Dollars (with such conversion constituting, for purposes of Section 2.21, a prepayment of such Local Loans and Acceptances before the last day of the Interest Period with respect thereto), (ii) any further Local Loans to be made to such Borrower shall be made in Dollars, with each Tranche A Revolving Lender purchasing a participating interest therein in the manner described in the foregoing provisions of this Section 2.32(a) immediately upon the making thereof in the amount equal to such Tranche A Revolving Lender’s Tranche A Revolving Percentage thereof (with the Administrative Agent hereby agreeing to provide prompt notice to each such Tranche A Revolving Lender of its receipt from the relevant Local Fronting Lender of a notice of borrowing and of making the relevant Local Loan), (iii) no further Acceptances shall be created for the account of such Local Borrowing Subsidiary, (iv) all amounts from time to time accruing, and all amounts from time to time payable, on account of such Local Loans and Acceptances (including, without limitation, any interest and other amounts which were accrued but unpaid on the date of such purchase) shall be payable in Dollars as if such Local Loan or Acceptance, as the case may be, had originally been made in Dollars and shall (other than with respect to the portion of the Applicable Margin which, pursuant to Section 2.15, is expressly stated to be paid for the account of the Local Fronting Lender) be distributed by the relevant Local Fronting Lender to the Administrative Agent, for the accounts of the Tranche A Revolving Lenders, on account of such participating interests. Notwithstanding anything to the contrary contained in this Section 2.32, the failure of any Tranche A Revolving Lender to purchase its participating interest in any Local Loan or Acceptance shall not relieve any other Tranche A Revolving Lender of its obligation hereunder to purchase its participating interest in a timely manner, but no Tranche A Revolving Lender shall be responsible for the failure of any other Tranche A Revolving Lender to purchase the participating interest to be purchased by such other Tranche A Revolving Lender on any date. (b) If any amount required to be paid by any Tranche A Revolving Lender pursuant to Section 2.32(a) is paid to the Administrative Agent within three Business Days following the date upon which such Tranche A Revolving Lender receives notice from the Administrative Agent that the Local Loan or Acceptance in which such Tranche A Revolving Lender has purchased a participating interest has been made or created (as the case may be), such Tranche A Revolving Lender shall pay to the Administrative Agent on demand an amount equal to the product of such amount, times the daily average Federal Funds Effective Rate during the period |US-DOCS\115543490.9|| from and including the date such payment is required to the date on which such payment is immediately available to the Administrative Agent, times a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any Tranche A Revolving Lender pursuant to Section 2.32(a) is not in fact made available to the Administrative Agent within three Business Days following the date upon which such Tranche A Revolving Lender receives notice from the Administrative Agent that the Local Loan or Acceptance in which such Tranche A Revolving Lender has purchased a participating interest has been made or created (as the case may be), the Administrative Agent shall be entitled to recover from such Tranche A Revolving Lender, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Tranche A Revolving Loans that are ABR Loans hereunder. A certificate of the Administrative Agent submitted to any Tranche A Revolving Lender with respect to any amounts owing under this Section 2.32(b) shall be conclusive in the absence of manifest error. Amounts payable by any Tranche A Revolving Lender pursuant to this Section 2.32(b) shall be paid to the Administrative Agent, for the account of the relevant Local Fronting Lender; provided, however, that, if the Administrative Agent (in its sole discretion) has elected to fund on behalf of such Tranche A Revolving Lender the amounts owing to such Local Fronting Lender, then the amounts shall be paid to the Administrative Agent, for its own account. (c) Whenever, at any time after the relevant Local Fronting Lender has received from any Tranche A Revolving Lender such Tranche A Revolving Lender’s participating interest in a Local Loan or Acceptance pursuant to clause(a) above, the Local Fronting Lender receives any payment on account thereof, such Local Fronting Lender will distribute to the Administrative Agent, for the account of such Tranche A Revolving Lender, such Tranche A Revolving Lender’s participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Tranche A Revolving Lender’s participating interest was outstanding) in like funds as received; provided, however, that in the event that such payment received by such Local Fronting Lender is required to be returned, such Tranche A Revolving Lender will return to such Local Fronting Lender any portion thereof previously distributed by such Local Fronting Lender to such Tranche A Revolving Lender in like funds as such payment is required to be returned by such Local Fronting Lender. Each Tranche A Revolving Lender’s obligation to purchase participating interests pursuant to clause (a) above shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right which such Tranche A Revolving Lender may have against the relevant Local Fronting Lender, the relevant Local Borrower or any other Person for any reason whatsoever; (b) the occurrence or continuance of a Default or an Event of Default; (c) any adverse change in the condition (financial or otherwise) of the relevant Local Borrower or any other Person; (d) any breach of this Agreement by the relevant Local Borrower, any other Local Borrower or any other Lender; or (e) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided, however, that no Tranche A Revolving Lender shall be obligated to purchase participating interests in any Local Loans made by a Local Fronting Lender to the extent that such Local Loans (at the time when made) caused the amount of Local Loans |US-DOCS\115543490.9|| outstanding from such Local Fronting Lender to be in excess of the Currency Sublimit then in effect with respect to such Local Fronting Lender.