Common use of L/C Participations Clause in Contracts

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C ParticipantLender, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant Lender irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C ParticipantLender’s own account and risk an undivided interest equal to such L/C ParticipantLender’s Revolving L/C Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant Lender agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreementpursuant to Section 3.5(a), such L/C Participant Lender shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount equal to such L/C ParticipantLender’s Revolving L/C Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C ParticipantLender’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant Lender may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 55.2, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower Borrower, any other Loan Party or any other L/C Participant Lender, or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this AgreementAgreement (or in the event that any reimbursement received by the Issuing Lender shall be required to be returned by it at any time), such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursedreimbursed (or is so returned). Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower Borrower, any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower Borrower, any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).

L/C Participations. (ai) Each Issuing Lender Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such each Issuing Lender Bank to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the applicable Issuing LenderBank, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Commitment Percentage in such Issuing LenderBank’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such Issuing Lender Bank thereunder. Each L/C Participant agrees with each such Issuing Lender Bank that, if a draft is paid under any Letter of Credit for which such Issuing Lender Bank is not reimbursed in full by the Borrower Borrowers in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender Bank upon demand at such Issuing LenderBank’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Commitment Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such any Issuing LenderBank, the Borrower Borrowers or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 54, (iii) any adverse change in the condition (financial or otherwise) of the BorrowerBorrowers, (iv) any breach of this Agreement or any other Loan Document by the Borrower Borrowers or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender Lenders to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender through the Administrative Agent upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay make such amount payment to such Issuing Lender as contemplated by this Section 3.4(a), shall be absolute and unconditional and shall not be affected by any circumstance, including (iA) any setoff, counterclaim, recoupment, defense or other right that which such L/C Participant Lender may have against such Issuing Lender, the Borrower or any other Person for any reason whatsoever, (iiB) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5Default, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower or any other L/C Participant or (vC) any other circumstanceoccurrence, happening event or event whatsoevercondition, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an No such payment by any L/C Participant that is not a Continuing shall relieve or otherwise impair the obligation of the Borrower to reimburse such Issuing Lender shall terminate on for the Revolving Termination Date (without regard to amount of any payment made by such extension)Issuing Lender under any Letter of Credit, together with interest as provided herein.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this AgreementAgreement (or in the event that any reimbursement received by the Issuing Lender shall be required to be returned by it at any time), such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursedreimbursed (or is so returned). Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower Borrower, any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this AgreementAgreement (or in the event that any reimbursement received by the Issuing Lender shall be required to be returned by it at any time), such L/C Participant shall pay (and the Administrative Agent may apply Cash Collateral provided for this purpose) to such the Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursedreimbursed (or is so returned). Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower Borrower, any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower or relevant Subsidiary Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the Borrower, any Subsidiary Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower or any Subsidiary Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower Borrower, any Subsidiary Borrower, any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such each Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s own account and risk risk, an undivided interest equal to such L/C Participant’s Revolving Credit Percentage in such each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) an amount equal to such L/C Participant’s Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower Borrower, any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase purchase, subject to Section 2.19(c)(i), and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this AgreementAgreement (or in the event that any reimbursement received by the Issuing Lender shall be required to be returned by it at any time), such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursedreimbursed (or is so returned). Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower Borrower, any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower Borrowers in accordance with the terms of this AgreementAgreement (or in the event that any reimbursement received by the Issuing Lender shall be required to be returned by it at any time), such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursedreimbursed (or is so returned). Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the any Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the any Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower any Borrower, any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this AgreementAgreement (or in the event that any reimbursement received by the Issuing Lender shall be required to be returned to it at any time), such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursedreimbursed (or is so returned). Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower Borrower, any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower Borrower, any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C ParticipantLender, and, to induce such Issuing Lender to issue Letters of Credit, each L/C Participant Lender irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions set forth below, for such L/C ParticipantLender’s own account and risk an undivided interest equal to such L/C ParticipantLender’s Revolving L/C Percentage in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant Lender agrees with each such Issuing Lender that, if a draft is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreementpursuant to Section 3.5(a), such L/C Participant Lender shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C ParticipantLender’s Revolving L/C Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C ParticipantLender’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant Lender may have against such Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 55.2, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower Borrower, any other Loan Party or any other L/C Participant Lender, or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, Lender on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s own account and risk risk, an undivided interest equal to such L/C Participant’s Revolving Credit Percentage in such of each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower Borrowers in accordance with the terms of this Agreement, such L/C Participant shall pay to such the Administrative Agent for the account of the Issuing Lender upon demand of the Administrative Agent at such Issuing Lenderthe Administrative Agent’s address for notices specified herein (and thereafter the Administrative Agent shall promptly pay to the Issuing Lender) an amount equal to such L/C Participant’s Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the any Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5Article IV, (iii) any adverse change in the condition (financial or otherwise) of the any Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower any Borrower, any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower or relevant Subsidiary Borrower in accordance with the terms of this AgreementAgreement (“Unreimbursed Amounts”), such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such any Issuing Lender, the Borrower, any Subsidiary Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower or any Subsidiary Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower Borrower, any Subsidiary Borrower, any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by it for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed; provided that, nothing in this paragraph shall relieve the Issuing Lender of any liability resulting from the gross negligence or willful misconduct of the Issuing Lender. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such any Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the financial condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower Borrower, any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such each Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s own account and risk risk, an undivided interest equal to such L/C Participant’s Revolving Percentage in such each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such each Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s own account and risk risk, an undivided interest equal to such L/C Participant’s Revolving Credit Percentage in such of each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender upon demand at the Funding Office (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender’s address for notices specified herein ) an amount equal to such L/C Participant’s Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter The failure of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an any L/C Participant that is to make any payment pursuant to this Section 3.4 shall not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension)relieve any other L/C Participant of its obligation hereunder.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such each Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage Interest in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this AgreementAgreement (or in the event that any reimbursement received by such Issuing Lender shall be required to be returned by it at any time), such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein on Schedule 1.1E or such other address as such Issuing Lender shall notify to the L/C Participants an amount equal to such L/C Participant’s Revolving Percentage Interest of the amount of such draft, or any part thereof, that is not so reimbursedreimbursed (or is so returned). Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such any Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower Borrower, any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by it for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such any Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the financial condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower Borrower, any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by it for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay pay, in Dollars, to the Administrative Agent for the account of such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the Dollar Equivalent of the amount of such draft, or any part thereof, that is not so reimbursedreimbursed (“L/C Disbursements”); provided that, nothing in this paragraph shall relieve the Issuing Lender of any liability resulting from the gross negligence or willful misconduct of the Issuing Lender. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such any Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the financial condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower Borrower, any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the applicable Borrower in accordance with the terms of this AgreementAgreement (or in the event that any reimbursement received by the Issuing Lender shall be required to be returned by it at any time), such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing LenderXxxxxx’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursedreimbursed (or is so returned). Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the any Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the any Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower any Borrower, any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such each Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s own account and risk risk, an undivided interest equal to such L/C Participant’s Revolving Credit Percentage in such each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid L/C Disbursement made by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if such Issuing Lender makes any L/C Disbursement in respect of a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) an amount equal to such L/C Participant’s Revolving Credit Percentage of the amount of such draftL/C Disbursement, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, abatement, withholding, reduction, defense or other right that such L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section Article 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower Borrower, any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this AgreementAgreement (or in the event that any reimbursement received by the Issuing Lender shall be required to be returned by it at any time), such L/C Participant shall pay to such the Issuing Lender upon demand (which demand, in the case of any demand made in respect of any draft under a Letter of Credit denominated in any Designated Foreign Currency, shall not be made prior to the date that the amount of such draft shall be converted into Dollars in accordance with Section 3.5) at such the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursedreimbursed (or is so returned). Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower Borrower, any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).

L/C Participations. (a) Each Effective on the date of issuance of each Fronted LC issued after the Closing Date, the Issuing Lender irrevocably agrees to grant and hereby grants to each L/C ParticipantLender, and, to induce and each such Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth belowhereinafter stated and, for such L/C Participant’s Lender's own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage Lender's Rateable Portion in such the Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit Fronted LC issued by the Issuing Lender and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant such Lender unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft an amount is paid under any Letter of Credit Fronted LC for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall Lender will pay to such the Agent, for the account of the Issuing Lender Lender, upon demand at such Issuing Lender’s the Agent's address for notices specified herein herein, an amount equal to such L/C Participant’s Revolving Percentage of the amount Lender's Rateable Portion of such draftamount, or any part thereof, that which is not so reimbursed. On the date that any assignee becomes a Lender party to this Agreement in accordance with Article 20, participating interests in any outstanding Fronted LC, held by the assignor Lender from which such assignee acquired its interest hereunder will be proportionately reallocated between such assignee and such assignor Lender. Each L/C Participant’s Lender hereby agrees that its obligation to participate in each Fronted LC, and to pay such amount shall be absolute or to reimburse the Issuing Lender or its participating share of the amounts drawn or amounts otherwise paid thereunder, is absolute, irrevocable and unconditional and shall will not be affected by any circumstance, circumstances whatsoever (including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a any Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(aDefault), the obligations of an L/C Participant and that is not a Continuing Lender shall terminate on the Revolving Termination Date (each such payment will be made without regard to such extension)offset, abatement, withholding or other reduction whatsoever.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the applicable Borrower in accordance with the terms of this AgreementAgreement (or in the event that any reimbursement received by the Issuing Lender shall be required to be returned by it at any time), such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursedreimbursed (or is so returned). Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the any Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the any Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower any Borrower, any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower or the Co-Borrower in accordance with the terms of this AgreementAgreement (or in the event that any reimbursement received by the Issuing Lender shall be required to be returned by it at any time), such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursedreimbursed (or is so returned). Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the Borrower, the Co-Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower or the Co-Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower Borrower, the Co-Borrower, any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).

L/C Participations. (a) Each Issuing Lender Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such each Issuing Lender Bank to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing LenderBank, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Bank Percentage in such Issuing LenderBank’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such Issuing Lender Bank thereunder. Each L/C Participant agrees with each Issuing Lender Bank that, if a draft is paid under any Letter of Credit for which such Issuing Lender Bank is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender Bank upon demand at such Issuing LenderBank’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Bank Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such Issuing LenderBank, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5Article V, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage Interest in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this AgreementAgreement (or in the event that any reimbursement received by the Issuing Lender shall be required to be returned by it at any time), such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage Interest of the amount of such draft, or any part thereof, that is not so reimbursedreimbursed (or is so returned). Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower Borrower, any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).

L/C Participations. (a) Each The Issuing Lender Lenders irrevocably agrees agree to grant and hereby grants grant to each L/C Participant, and, to induce such the Issuing Lender Lenders to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing LenderLenders, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such the Issuing Lender’s Lenders’ obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such an Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender Lenders that, if a draft is paid under any Letter of Credit for which such an Issuing Lender is not reimbursed in full by the Borrower Revolving Borrowers in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such any Issuing Lender, the Borrower Revolving Borrowers, any other Group Member or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the BorrowerBorrower Representative and the Restricted Subsidiaries, (iv) any breach of this Agreement or any other Loan Document by the Borrower Borrowers, any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C ParticipantLender, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant Lender irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C ParticipantLender’s own account and risk an undivided interest equal to such L/C ParticipantLender’s Revolving L/C Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant Lender agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this AgreementBorrowers pursuant to Section 3.5(a), such L/C Participant Lender shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount equal to such L/C ParticipantLender’s Revolving L/C Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C ParticipantLender’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant Lender may have against such the Issuing Lender, the Borrower Borrowers or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 55.2, (iii) any adverse change in the condition (financial or otherwise) of the BorrowerBorrowers, (iv) any breach of this Agreement or any other Loan Document by the Borrower Borrowers, any other Loan Party or any other L/C Participant Lender, or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).

L/C Participations. (a) Each Issuing Lender of a Class irrevocably agrees to grant and hereby grants to each L/C ParticipantParticipant of such Class, and, to induce such Issuing Lender to issue Letters of CreditCredit of such Class, each L/C Participant of such Class irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Dollar Revolving Percentage or Multicurrency Revolving Percentage, as the case may be, in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit of the applicable Class issued by it and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant of a Class agrees with each Issuing Lender of such Class that, if a draft is paid under any Letter of Credit of such Class issued by it for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Dollar Revolving Percentage or Multicurrency Revolving Percentage, as the case may be, of the amount of such draft, or any part thereof, that is not so reimbursedreimbursed (“L/C Disbursements”); provided that nothing in this paragraph shall relieve the Issuing Lender of any liability resulting from gross negligence or willful misconduct of such Issuing Lender. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such any Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the financial condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower Borrower, any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).

L/C Participations. (ai) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount Dollar Amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower Company in accordance with the terms of this AgreementAgreement (or in the event that any reimbursement received by such Issuing Lender shall be required to be returned by it at any time), such L/C Participant shall pay to such Issuing Lender upon demand at the Administrative Agent, for the account of such Issuing Lender’s address for notices specified herein , upon demand an amount equal to the Dollar Amount of such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursedreimbursed (or is so returned). Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such Issuing Lender, the Borrower Company or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 56, (iii) any adverse change in the condition (financial or otherwise) of the BorrowerCompany, (iv) any breach of this Agreement or any other Loan Document by the Borrower Company or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Domestic Percentage in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued, and the amount of each draft paid or demand paid, by such Issuing Lender thereunder. Each L/C Participant agrees with each Issuing Lender that, if a draft or demand is paid under any Letter of Credit issued by such Issuing Lender for which such the Issuing Lender is not reimbursed in full by the Borrower Company or other applicant in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Domestic Percentage of the Dollar Equivalent of the amount of such draftdraft or demand, or any part thereof, that is not so reimbursedreimbursed (calculated, in the case of any Letter of Credit denominated in an Optional Currency, as of the Reimbursement Date therefor); provided, that in no event shall an L/C Participant be obligated to fund an amount that would cause such L/C Participant’s Total Domestic Extensions of Credit to exceed such L/C Participant’s Domestic Commitment. Each Subject to the foregoing, each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such any Issuing Lender, the Borrower Company, the Applicable Account Party or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrowerany Loan Party, (iv) any breach of this Agreement or any other Loan Document by the Borrower Company, any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such each Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s own account and risk risk, an undivided interest equal to such L/C Participant’s Revolving Credit Percentage in such each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this AgreementAgreement (or in the event that any reimbursement received by the Issuing Lender shall be required to be returned by it at any time), such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursedreimbursed (or is so returned). Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower Borrower, any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender Lenders to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Revolving Percentage in such each Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued by it hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender through the Administrative Agent upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s 's Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s 's obligation to pay make such amount payment to such Issuing Lender as contemplated by this Section 3.4(a), shall be absolute and unconditional and shall not be affected by any circumstance, including (iA) any setoff, counterclaim, recoupment, defense or other right that which such L/C Participant Lender may have against such Issuing Lender, the Borrower or any other Person for any reason whatsoever, (iiB) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5Default, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower or any other L/C Participant or (vC) any other circumstanceoccurrence, happening event or event whatsoevercondition, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an No such payment by any L/C Participant that is not a Continuing shall relieve or otherwise impair the obligation of the Borrower to reimburse such Issuing Lender shall terminate on for the Revolving Termination Date (without regard to amount of any payment made by such extension)Issuing Lender under any Letter of Credit, together with interest as provided herein.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such each Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s own account and risk risk, an undivided interest equal to such L/C Participant’s Revolving Credit Percentage in such each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft drawing paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft drawing is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) an amount equal to such L/C Participant’s Revolving Credit Percentage of the amount of such draftdrawing, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such any Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower Borrower, any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Applicable Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this AgreementAgreement (or in the event that any reimbursement received by the Issuing Lender shall be required to be returned by it at any time), such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Applicable Percentage of the amount of such draft, or any part thereof, that is not so reimbursedreimbursed (or is so returned). Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower Borrower, any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this AgreementAgreement (or in the event that any reimbursement received by the Issuing Lender shall be required to be returned by it at any time), such L/C Participant shall pay (and the Administrative Agent may apply Cash Collateral provided for this purpose) to such the Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursedreimbursed (or is so returned). Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or a Partial Trigger Event or Trigger Event or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower Borrower, any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the applicable Borrower in accordance with the terms of this AgreementAgreement (or in the event that any reimbursement received by the Issuing Lender shall be required to be returned by it at any time), such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursedreimbursed (or is so returned) (based on the Dollar Equivalent of the amount that is not so reimbursed (or is so returned)). Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the any Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the any Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower any Borrower, any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Revolving Credit Percentage in such the Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) regardless of the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) upon demand, at the Issuing Lender's address for notices specified herein an amount equal to such L/C Participant's Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant acknowledges and agrees that its obligation to acquire participations and make payments pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit, the occurrence and continuance of a Default or Event of Default, the reduction or termination of the Commitments, any adverse change in the condition (financial or otherwise) of the Borrower, (iv) Borrower or any other Person or any breach of this Agreement or any other Loan Document by the Borrower or any other L/C Participant or Person (v) including, without limitation, any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Revolving Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(aLender), the obligations of an L/C Participant that is not a Continuing Lender and each such payment shall terminate on the Revolving Termination Date (be made without regard to such extension)any offset, abatement, withholding or reduction whatsoever.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s own account and risk risk, an undivided interest equal to such L/C Participant’s Revolving Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by the Issuing Lender hereunder and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit issued by the Issuing Lender for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such the Administrative Agent for the account of the Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein (and thereafter the Administrative Agent shall promptly pay to the Issuing Lender) an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Borrower or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving L/C Tranche Percentage in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued, and the amount of each draft paid or demand paid, by such Issuing Lender thereunder. Each L/C Participant agrees with each Issuing Lender that, if a draft or demand is paid under any Letter of Credit issued by such Issuing Lender for which such the Issuing Lender is not reimbursed in full by the Borrower Company or other applicant in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving L/C Tranche Percentage of the Dollar Equivalent of the amount of such draftdraft or demand, or any part thereof, that is not so reimbursedreimbursed (calculated, in the case of any Letter of Credit denominated in an Optional Currency, as of the Reimbursement Date therefor); provided, that in no event shall an L/C Participant be obligated to fund an amount that would cause such L/C Participant’s Total L/C Tranche Extensions of Credit to exceed such L/C Participant’s L/C Tranche Commitment. Each Subject to the foregoing, each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such any Issuing Lender, the Borrower Company, the Applicable Account Party or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrowerany Loan Party, (iv) any breach of this Agreement or any other Loan Document by the Borrower Company, any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such each Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s own account and risk risk, an undivided interest equal to such L/C Participant’s Revolving Percentage in such each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft drawing paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft drawing is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Designated Agent for the account of such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein (and thereafter the Designated Agent shall promptly pay to such Issuing Lender) an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draftdrawing, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such each Issuing Lender to issue Letters of CreditCredit for the account of the Borrower or any Foreign Subsidiary Borrower, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each such Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such Issuing Lender thereunderCredit. Each L/C Participant hereby agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit for which such any Issuing Lender is not reimbursed in full by the Borrower or the relevant Foreign Subsidiary Borrower, as the case may be, in accordance with the terms of this Agreement, such L/C Participant Participant, shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such any Issuing Lender, the Borrower or any Foreign Subsidiary Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower or any Foreign Subsidiary Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower or any Foreign Subsidiary Borrower, any other Loan Party or any other L/C Participant Participant, or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage Interest in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this AgreementAgreement (or in the event that any reimbursement received by the Issuing Lender shall be required to be returned by it at any time), such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage Interest of the amount of such draft, or any part thereof, that is not so reimbursedreimbursed (or is so returned). Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower Borrower, any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such each Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s own account and risk risk, an undivided interest equal to such L/C Participant’s Revolving Credit Percentage in such each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) an amount equal to such L/C Participant’s Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such any Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower Borrower, any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such each Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s own account and risk risk, an undivided interest equal to such L/C Participant’s Revolving Credit Percentage in such each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid L/C Disbursement made by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if such Issuing Lender makes any L/C Disbursement in respect of a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) in Dollars, an amount equal to such L/C Participant’s Revolving Credit Percentage of the amount of such draftL/C Disbursement, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, abatement, withholding, reduction, defense or other right that such L/C Participant may have against such each Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section Article 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower Borrower, any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each Revolving L/C Participant, and, to induce such each Issuing Lender to issue Revolving Letters of Credit, each Revolving L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions set forth below, for such Revolving L/C Participant’s own account and risk an undivided interest equal to such Revolving L/C Participant’s Revolving Percentage in such Issuing Lender’s obligations and rights under and in respect of each Revolving Letter of Credit and the amount of each draft paid by such Issuing Lender thereunder. Each Revolving L/C Participant agrees with each Issuing Lender that, if a draft is paid under any Revolving Letter of Credit issued by such Issuing Lender for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such Revolving L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such Revolving L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each Revolving L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Revolving L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower Borrower, any other Loan Party or any other Revolving L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding If any amount required to be paid by any Revolving L/C Participant to an Issuing Lender pursuant to this Section 3.4 in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Revolving Letter of Credit is paid to such Issuing Lender within three (3) Business Days after the foregoingdate such payment is due, such Revolving L/C Participant shall pay to such Issuing Lender on demand an amount equal to the product of (A) such amount, times (B) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (C) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any Revolving L/C Participant pursuant to this Section 3.4 is not made available to the applicable Issuing Lender by such Revolving L/C Participant within three (3) Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such Revolving L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Facility. A certificate of the applicable Issuing Lender submitted to any Revolving L/C Participant with respect to any amounts owing under this Section 3.4 shall be conclusive in the absence of manifest error. Whenever, at any time after an Issuing Lender has made payment under any Revolving Letter of Credit and has received from any Revolving L/C Participant its pro rata share of such payment in accordance with this Section 3.4, such Issuing Lender receives any payment related to such Revolving Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to such Revolving L/C Participant its pro rata share thereof; provided, however, that in the event that a Letter of Credit is extended beyond the any such payment received by such Issuing Lender shall be required to be returned by such Issuing Lender, such Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard return to such extension)Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this AgreementSection 3.5 (or in the event that any reimbursement received by the Issuing Lender shall be required to be returned by it at any time), such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing LenderXxxxxx’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursedreimbursed (or is so returned). Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower Borrower, any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the applicable Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such Issuing Lender, the applicable Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the applicable Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower any Borrower, any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder by such Issuing Lender and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent upon demand of such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. The Administrative Agent shall promptly forward such amounts to such Issuing Lender. Each L/C Participant’s obligation to pay such amount under this Section 3.10 shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant or the Borrower may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, ; (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, 6; (iii) any adverse change in the condition (financial or otherwise) of the Borrower, ; (iv) any breach of this Agreement or any other Loan Document by the Borrower Borrower, any other Loan Party or any other L/C Participant Participant; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).

L/C Participations. (a) Each The Issuing Lender Lenders irrevocably agrees agree to grant and hereby grants grant to each L/C Participant, and, to induce such the Issuing Lender Lenders to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing LenderLenders, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such the Issuing Lender’s Lenders’ obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such an Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender Lenders that, if a draft is paid under any Letter of Credit for which such an Issuing Lender is not reimbursed in full by the Borrower Borrowers in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such any Issuing Lender, the Borrower Borrowers, any other Group Member or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the BorrowerTop Borrower and the Restricted Subsidiaries, (iv) any breach of this Agreement or any other Loan Document by the Borrower Borrowers, any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by such Issuing Lender and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender Lenders that, if a draft is paid under any Letter of Credit for which such any Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this AgreementAgreement (or in the event that any reimbursement received by an Issuing Lender shall be required to be returned by it at any time), such L/C Participant shall pay to such the applicable Issuing Lender upon demand at such Issuing LenderXxxxxx’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursedreimbursed (or is so returned). Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such any Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).

L/C Participations. (a) Each The Issuing Lender Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender Bank to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing LenderBank, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Applicable Percentage in such the Issuing LenderBank’s obligations and rights under and in respect of each Letter of Credit (including, for the avoidance of doubt, each Existing Letter of Credit) and the amount of each draft paid by such the Issuing Lender Bank thereunder. Each L/C Participant agrees with each the Issuing Lender Bank that, if a draft is paid under any Letter of Credit issued by the Issuing Bank for which such the Issuing Lender Bank is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such the Issuing Lender Bank upon demand at such the Issuing LenderBank’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Applicable Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing LenderBank, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower Borrower, any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding If any amount required to be paid by any L/C Participant to the foregoingIssuing Bank pursuant to this Section 3.4 in respect of any unreimbursed portion of any payment made by the Issuing Bank under any Letter of Credit is paid to the Issuing Bank within three Business Days after the date such payment is due, such L/C Participant shall pay to the Issuing Bank on demand an amount equal to the product of (A) such amount, times (B) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing Bank, times (C) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to this Section 3.4 is not made available to the Issuing Bank by such L/C Participant within three Business Days after the date such payment is due, the Issuing Bank shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum equal to the sum of (x) ABR plus (y) the Applicable Margin for Revolving Loans that are ABR Loans. A certificate of the Issuing Bank submitted to any L/C Participant with respect to any amounts owing under this Section 3.4 shall be conclusive in the absence of manifest error. Whenever, at any time after the Issuing Bank has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with this Section 3.4, the Issuing Bank receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Bank), or any payment of interest on account thereof, the Issuing Bank will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that a Letter of Credit is extended beyond any such payment received by the Revolving Termination Date in accordance with Section 3.1(a)Issuing Bank shall be required to be returned by the Issuing Bank, the obligations of an such L/C Participant that is not a Continuing Lender shall terminate on return to the Revolving Termination Date (without regard Issuing Bank the portion thereof previously distributed by the Issuing Bank to such extension)it.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Revolving Percentage in such the Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s 's Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s 's obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower Borrower, any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase purchase, subject to Section 2.19(c)(i), and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this AgreementAgreement (or in the event that any reimbursement received by the Issuing Lender shall be required to be returned by it at any time), such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing LenderXxxxxx’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursedreimbursed (or is so returned). Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower Borrower, any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).

L/C Participations. (ai) Each The Issuing Lender Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender Bank to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing LenderBank, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Commitment Percentage in such the Issuing LenderBank’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender Bank thereunder. Each L/C Participant agrees with each the Issuing Lender Bank that, if a draft is paid under any Letter of Credit for which such the Issuing Lender Bank is not reimbursed in full by the Borrower Borrowers in accordance with the terms of this Agreement, such L/C Participant shall pay to such the Issuing Lender Bank upon demand at such the Issuing LenderBank’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Commitment Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing LenderBank, the Borrower Borrowers or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 54, (iii) any adverse change in the condition (financial or otherwise) of the BorrowerBorrowers, (iv) any breach of this Agreement or any other Loan Document by the Borrower Borrowers or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C ParticipantLender, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant Lender irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C ParticipantLender’s own account and risk an undivided interest equal to such L/C ParticipantLender’s Revolving L/C Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant Lender agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreementpursuant to Section 3.5(a), such L/C Participant Lender shall pay to such the Issuing Lender upon demand at such the Issuing LenderXxxxxx’s address for notices specified herein an amount equal to such L/C ParticipantLender’s Revolving L/C Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C ParticipantLender’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant Lender may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 55.2, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower Borrower, any other Loan Party or any other L/C Participant Lender, or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).

L/C Participations. (ai) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Five-Year Commitment Percentage in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit for which such an Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such the applicable Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Five-Year Commitment Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the applicable Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5Article IV, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or by the Borrower, any other Loan Document by the Borrower Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, without recourse or warranty, on the terms and conditions set forth below, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Revolving Percentage in such the Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit and Credit, the amount of each draft paid by such the Issuing Lender thereunderthereunder and the Obligations of the Borrower with respect thereto. Each L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s 's Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s 's obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower Borrower, any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C ParticipantLender, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant Lender irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C ParticipantLender’s own account and risk an undivided interest equal to such L/C ParticipantLender’s Revolving L/C Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant Lender agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreementpursuant to Section 3.5(a), such L/C Participant Lender shall pay to such the Issuing Lender upon demand at such the Issuing LenderXxxxxx’s address for notices specified herein an amount equal to such L/C ParticipantLender’s Revolving L/C Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C ParticipantLender’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant Lender may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 55.2, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower Borrower, any other Loan Party or any other L/C Participant Lender, or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).3.5

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, without recourse or warranty, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Commitment Percentage (determined on the date of issuance of the relevant Letter of Credit) in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and issued or continued hereunder, the amount of each draft paid by such the Issuing Lender thereunderthereunder and the obligations of the Loan Parties under this Agreement with respect thereto (although Letter of Credit fees and commissions shall be payable directly to the Administrative Agent for the account of the Issuing Lender and L/C Participants, as provided in subsection 3.3, and the L/C Participants shall have no right to receive any portion of any facing fees with respect to any such Letters of Credit) and any security therefor or guaranty pertaining thereto. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the applicable Borrower in respect of such Letter of Credit in accordance with the terms of this Agreementsubsection 3.5(a), such L/C Participant shall pay to such the Administrative Agent for the account of the Issuing Lender upon demand at such Issuing Lenderthe Administrative Agent’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. Each L/C Participant’s obligation to pay such amount ; provided that nothing in this paragraph shall be absolute and unconditional and shall not be affected by relieve the Issuing Lender of any circumstanceliability resulting from the gross negligence or willful misconduct of the Issuing Lender, including (i) or otherwise affect any setoff, counterclaim, recoupment, defense or other right that such any L/C Participant may have against as a result of such Issuing Lender, the Borrower gross negligence or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any willful misconduct. All calculations of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower or any other L/C Participant or (v) any other circumstanceParticipants’ Commitment Percentages shall be made from time to time by the Administrative Agent, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender which calculations shall terminate on the Revolving Termination Date (without regard to such extension)be conclusive absent manifest error.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such the Issuing Lender upon demand (which demand, in the case of any demand made in respect of any draft under a Letter of Credit denominated in a currency other than Dollars, shall not be made prior to the date that the amount of such draft has been converted into Dollars in accordance with Section 3.5) at such the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document Credit Documents by the Borrower Borrower, any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).

L/C Participations. (a) Each The Issuing Lender Lenders irrevocably agrees agree to grant and hereby grants grant to each L/C Participant, and, to induce such the Issuing Lender Lenders to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing LenderLenders, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such the Issuing Lender’s Lenders’ obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such an Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender Lenders that, if a draft is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower Borrowers in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such Issuing Lender, the Borrower Borrowers, any other Group Member or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the BorrowerBorrowers, (iv) any breach of this Agreement or any other Loan Document by the Borrower Borrowers, any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such each Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such each Issuing Lender thereunder. Each L/C Participant agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit for which such any Issuing Lender is not reimbursed in full by the Borrower or the relevant Foreign Subsidiary Borrower, as the case may be, in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such any Issuing Lender, the Borrower or any Foreign Subsidiary Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower or any Foreign Subsidiary Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower or any Foreign Subsidiary Borrower, any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).

L/C Participations. (a) Each (i) In the case of Letters of Credit issued by an Issuing Lender which is a Lender, such Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Credit Percentage in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each such Issuing Lender that, if a draft is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender upon demand at such Issuing Lenderthe Administrative Agent’s address for notices specified herein (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) an amount equal to such L/C Participant’s Revolving Credit Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower Borrower, any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender Lenders to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower Borrower, any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender Lenders to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by such Issuing Lender and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant agrees with each Issuing Lender that, if a draft is paid by such Issuing Lender under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower Borrower, any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this AgreementAgreement (or in the event that any reimbursement received by such Issuing Lender shall be required to be returned by it at any time) (“Unreimbursed Amounts”), such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursedreimbursed (or is so returned). Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such any Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower Borrower, any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).

L/C Participations. (a) Each Issuing Lender The L/C Issuer irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender the L/C Issuer to issue Letters of CreditL/Cs hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lenderthe L/C Issuer, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s own account and risk risk, an undivided interest equal to such L/C Participant’s Revolving Commitment Percentage in such Issuing Lenderthe L/C Issuer’s obligations and rights under and in respect of each Letter of Credit L/C and the amount of each draft paid by such Issuing Lender the L/C Issuer thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender the L/C Issuer that, if a draft is paid under any Letter of Credit L/C for which such Issuing Lender the L/C Issuer is not reimbursed in full by the Borrower DW Animation in accordance with the terms of this AgreementAgreement (or in the event that any reimbursement received by the L/C Issuer shall be required to be returned by it at any time), such L/C Participant shall pay to such Issuing Lender the L/C Issuer upon demand at such Issuing Lenderthe L/C Issuer’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursedreimbursed (but in any event not to exceed such L/C Participant’s Specified Commitment Percentage of the amount of such draft (or such unreimbursed portion thereof, as applicable) plus the amount of any additional L/C Exposure in connection with such draft (or such unreimbursed portion thereof, as applicable) reallocated to such LC Participant pursuant to Section 2.18). Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such Issuing Lenderthe L/C Issuer, the Borrower DW Animation or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the BorrowerDW Animation, (iv) any breach of this Agreement or any other Loan Document by the Borrower DW Animation, any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower Company in accordance with the terms of this AgreementAgreement (or in the event that any reimbursement received by the Issuing Lender shall be required to be returned by it at any time), such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursedreimbursed (or is so returned). Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the any Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the BorrowerBorrowers, (iv) any breach of this Agreement or any other Loan Document by the Borrower any Borrower, any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).

L/C Participations. (ai) Each By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Lender Bank or the L/C Participants, each Issuing Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such each Issuing Lender Bank to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing LenderBank, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Commitment Percentage in such each Issuing LenderBank’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such any Issuing Lender Bank thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender Bank that, if a draft is paid under any Letter of Credit for which such Issuing Lender Bank is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender Bank upon demand at such Issuing LenderBank’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Commitment Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (iA) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such Issuing LenderBank, the Borrower or any other Person for any reason whatsoever, (iiB) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5Article 4, (iiiC) any adverse change in the condition (financial or otherwise) of the Borrower, (ivD) any breach of this Agreement or by the Borrower, any other Loan Document by the Borrower Party or any other L/C Participant Participant, (E) any adverse change in the relevant currency markets generally or (vF) termination of the Commitments or this Agreement or any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding For the foregoing, in the event that a Letter avoidance of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a)doubt, the obligations obligation of an each L/C Participant that is not a Continuing Lender to acquire participations in Letters of Credit pursuant to this Section 2.19(e)(i) shall terminate on the Revolving Termination Date (without regard to such extension)be absolute.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C ParticipantLender, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant Lender irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C ParticipantLender’s own account and risk an undivided interest equal to such L/C ParticipantLender’s Revolving L/C Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant Lender agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreementpursuant to Section 3.5(a), such L/C Participant Lender shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount equal to such L/C ParticipantLender’s Revolving L/C Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C ParticipantLender’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant Lender may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower Borrower, any other Loan Party or any other L/C Participant Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s own account and risk risk, an undivided interest equal to such L/C Participant’s Revolving Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by the Issuing Lender hereunder and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit issued by the Issuing Lender for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such the Administrative Agent for the account of the Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein (and thereafter the Administrative Agent shall promptly pay to the Issuing Lender) an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, offset, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Borrower or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such each Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s own account and risk risk, an undivided interest equal to such L/C Participant’s Revolving Percentage in such each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Borrower or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5Article V, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower Borrower, any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).

L/C Participations. (a) Each The Issuing Lender Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender Bank to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing LenderBank, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s Revolving 's Commitment Percentage in such the Issuing Lender’s Bank's obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by such the Issuing Lender Bank thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender Bank that, if a draft is paid under any Letter of Credit for which such the Issuing Lender Bank is not reimbursed in full by the Borrower Company in accordance with the terms of this Agreement, such L/C Participant shall pay to such the Issuing Lender Bank upon demand at such the Issuing Lender’s Bank's address for notices specified herein an amount equal to such L/C Participant’s Revolving 's Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed; provided, that no L/C Participant shall be obligated to make such payment to the extent that, after giving effect to such payment, the sum of (i) such payment, (ii) such Lender's Commitment Percentage of the L/C Obligations on the date of such payment other than that with respect to which such payment would be made and (iii) such Lender's Commitment Percentage of the Aggregate Outstanding Revolving Extensions of Credit on such date other than the L/C Obligations exceeds such Lender's Revolving Credit Commitment. Each L/C Participant’s 's obligation to pay such amount shall be absolute and unconditional and purchase its participating interest in each Letter of Credit pursuant to this subsection 3.4(a) shall not be affected by any circumstance, including including, without limitation, (i) any setoffset-off, counterclaim, recoupment, defense or other right that which such L/C Participant may have against such the Issuing LenderBank, the Borrower Company, any direct or indirect beneficiary of any Letter of Credit, the Administrative Agent or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, Default; (iii) any adverse change in the condition (financial or otherwise) of the Borrower, Company; (iv) any breach of this Agreement by the Company, the Administrative Agent or any other Loan Document by the Borrower or any other L/C Participant Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding ; and such obligation shall continue to be effective, or be reinstated, as the foregoingcase may be, in if at any time payment, or any part thereof, of any reimbursement obligation of the event that Company is rescinded or must otherwise be restored or returned by the Issuing Bank upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Company or upon or as a Letter result of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a)appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the obligations Company or any substantial part of an L/C Participant that is its property, or otherwise, all as though such payment had not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension)been made.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage Pro Rata Share in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this AgreementAgreement (or in the event that any reimbursement received by the Issuing Lender shall be required to be returned by it at any time), such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage Pro Rata Share of the amount of such draft, or any part thereof, that is not so reimbursedreimbursed (or is so returned). Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5Article IV, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower Borrower, any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage Pro Rata Share in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this AgreementAgreement (or in the event that any reimbursement received by the Issuing Lender shall be required to be returned by it at any time), such L/C Participant shall pay in U.S. Dollars to such the Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage Pro Rata Share of the U.S. Dollar Equivalent of the amount of such draft, or any part thereof, that is not so reimbursedreimbursed (or is so returned). Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5Article IV, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower Borrower, any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant agrees with each Issuing Lender that, if a draft is paid prior to the Revolving Credit Termination Date under any Letter of Credit issued by it for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such any Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the financial condition (financial or otherwise) of Holdings, the Borrower, or their respective Subsidiaries, (iv) any breach of this Agreement or any other Loan Document by the Borrower Borrower, any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Lender to cause an Issuing Lender Bank to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Revolving Percentage in such Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit caused to be issued by such Lender and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit caused to be issued by such Lender for which such Issuing Lender is not reimbursed in full by the Borrower Borrowers in accordance with the terms of this Agreement, the Administrative Agent (acting at the direction of the relevant Lender) shall make a demand on such L/C Participant shall to pay to such Issuing Lender upon demand at such Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s 's Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s 's obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such Issuing any Lender, the either Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the either Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower either Borrower, any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the applicable Borrower in accordance with the terms of this AgreementAgreement (or in the event that any reimbursement received by such Issuing Lender shall be required to be returned by it at any time) (“Unreimbursed Amounts”), such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursedreimbursed (or is so returned). Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such any Issuing Lender, the any Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the any Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower any Borrower, any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Revolving Percentage in such the Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s 's Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s 's obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 56, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower Borrower, any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C ParticipantLender, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant Lender irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C ParticipantLender’s own account and risk an undivided interest equal to such L/C ParticipantLender’s Revolving L/C Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant Lender agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreementpursuant to Section 3.5(a), such L/C Participant Lender shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount equal to such L/C ParticipantLender’s Revolving L/C Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C ParticipantLender’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant Lender may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower Borrower, any other Loan Party or any other L/C Participant Lender, or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this AgreementAgreement (or in the event that any reimbursement received by the Issuing Lender shall be required to be returned by it at any time), such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursedreimbursed (or is so returned). Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 59, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Credit Document by the Borrower Borrower, any other Loan Party (to the extent applicable) or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this AgreementAgreement (or in the event that any reimbursement received by the Issuing Lender shall be required to be returned by it at any time), such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing LenderXxxxxx’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursedreimbursed (or is so returned). Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower Borrower, any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).

L/C Participations. (ai) Each Issuing Lender Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such each Issuing Lender Bank to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the applicable Issuing LenderBank, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Commitment Percentage in such Issuing LenderBank’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such Issuing Lender Bank thereunder. Each L/C Participant agrees with each such Issuing Lender Bank that, if a draft is paid under any Letter of Credit for which such Issuing Lender Bank is not reimbursed in full by the Borrower Borrowers in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender Bank upon demand at such Issuing LenderBank’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Commitment Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such any Issuing LenderBank, the Borrower Borrowers or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 54, (iii) any adverse change in the condition (financial or otherwise) of the BorrowerBorrowers, (iv) any breach of this Agreement or any other Loan Document by the Borrower Borrowers ​ 62 ​ ​ ​ or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).

L/C Participations. (e) (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such each Issuing Lender to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s own account and risk risk, an undivided interest equal to such L/C Participant’s Revolving Credit Percentage in such each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this AgreementAgreement (or in the event that any reimbursement received by the Issuing Lender shall be required to be returned by it at any time), such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursedreimbursed (or is so returned). Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower Borrower, any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower Company in accordance with the terms of this AgreementAgreement (or in the event that any reimbursement received by the Issuing Lender shall be required to be returned by it at any time), such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursedreimbursed (or is so returned). Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the Borrower Company or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the BorrowerCompany, (iv) any breach of this Agreement or any other Loan Document by the Borrower Company, any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount amount, in the absence of errors or omissions found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Issuing Lender, shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower Borrower, any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).

L/C Participations. (ai) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Five-Year Commitment Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such the Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Five-Year Commitment Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5Article IV, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or by the Borrower, any other Loan Document by the Borrower Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5Article V, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower Borrower, any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender Lenders to issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay make such amount payment to such Issuing Lender as contemplated by this Section 3.4(a), shall be absolute and unconditional and shall not be affected by any circumstance, including (iA) any setoff, counterclaim, recoupment, defense or other right that which such L/C Participant Lender may have against such Issuing Lender, the Borrower or any other Person for any reason whatsoever, (iiB) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5Default, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower or any other L/C Participant or (vC) any other circumstanceoccurrence, happening event or event whatsoevercondition, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an No such payment by any L/C Participant that is not a Continuing shall relieve or otherwise impair the obligation of the Borrower to reimburse such Issuing Lender shall terminate on for the Revolving Termination Date (without regard to amount of any payment made by such extension)Issuing Lender under any Letter of Credit, together with interest as provided herein.

L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Revolving Percentage in such the Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s 's address for notices specified herein an amount equal to such L/C Participant’s 's Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s 's obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower Borrower, any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such each Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage Interest in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this AgreementAgreement (or in the event that any reimbursement received by such Issuing Lender shall be required to be returned by it at any time), such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein on Schedule 1.1D or such other address as such Issuing Lender shall notify to the L/C Participants an amount equal to such L/C Participant’s Revolving Percentage Interest of the amount of such draft, or any part thereof, that is not so reimbursedreimbursed (or is so returned). Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such any Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower Borrower, any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).

L/C Participations. (a) Each a. The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Letters of Credit, each such L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s US Revolving Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each such L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Lender is not reimbursed in full by the Borrower Company in accordance with the terms of this AgreementAgreement (or in the event that any reimbursement received by the Issuing Lender shall be required to be returned by it at any time), such L/C Participant shall pay to such the Administrative Agent or the Issuing Lender upon demand at such Issuing Lenderthe Administrative Agent’s address for notices specified herein an amount equal to such L/C Participant’s US Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursedreimbursed (or is so returned). Each such L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such the Issuing Lender, the Borrower Company or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5Article V, (iii) any adverse change in the condition (financial or otherwise) of the BorrowerCompany, (iv) any breach of this Agreement or any other Loan Document by the Borrower Company, any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension).