Common use of Lender Participation Clause in Contracts

Lender Participation. By the issuance of a Letter of Credit by an LC Issuing Bank (and an amendment to a Letter of Credit increasing the amount thereof) and without further action on the part of such LC Issuing Bank or the Lenders, such LC Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from such LC Issuing Bank, a participation in such Letter of Credit in an amount equal to such Lender’s Proportionate Share of the Stated Amount of such Letter of Credit, and the issuance of a Letter of Credit shall be deemed a confirmation to the LC Issuing Banks of such participation in such amount. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to Administrative Agent, for the account of the relevant LC Issuing Bank, such Lender’s Proportionate Share of each Reimbursement Obligation made by such LC Issuing Bank and not reimbursed by Borrower on the date due as provided in Section 2.2.4, or of any Reimbursement Payment required to be refunded to Borrower for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.2.7 in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever. Each LC Issuing Bank may request the Lenders to pay to such LC Issuing Bank their respective Proportionate Shares of all or any portion of any Drawing Payment made or to be made by such LC Issuing Bank under any Letter of Credit by contacting each Lender and Administrative Agent telephonically (promptly confirmed in writing) within two Banking Days after such LC Issuing Bank has received notice of or request for such Drawing Payment, and specifying the amount of such Drawing Payment, such Lender’s Proportionate Share thereof, and the date on which such Drawing Payment is to be made or was made; provided, however, that such LC Issuing Bank shall not request the Lenders to make any payment under this Section 2.2.7 in connection with any portion of a Drawing Payment for which such LC Issuing Bank has been reimbursed through a Reimbursement Payment by Borrower (unless such Reimbursement Payment has been thereafter recovered by Borrower). Upon receipt of any such request for payment from such LC Issuing Bank, each Lender shall pay to such LC Issuing Bank such Lender’s Proportionate Share of the unreimbursed portion of such Drawing Payment, together with interest thereon at a per annum rate equal to the greater of the Federal Funds Effective Rate from time to time in effect and a rate determined by such LC Issuing Bank in accordance with banking industry rules on interbank compensation, from the date of such Drawing Payment to the date on which such Lender makes payment. Each Lender’s obligation to make each such payment to such LC Issuing Bank shall be absolute, unconditional and irrevocable and shall not be affected by any circumstance whatsoever, including the occurrence or continuance of any Inchoate Default or Event of Default, or the failure of any other Lender to make any payment under this Section 2.2.7, and each Lender further agrees that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. If any Reimbursement Payment is made to Administrative Agent or any LC Issuing Bank, Administrative Agent or such LC Issuing Bank, as applicable, shall pay to each Lender which has paid its Proportionate Share of the Drawing Payment such Lender’s Proportionate Share of the Reimbursement Payment and shall, in the case of Administrative Agent, pay to such LC Issuing Bank and, in the case of such LC Issuing Bank, retain, the balance of such Reimbursement Payment.

Lender Participation. By the issuance of a Letter of Credit by an LC Issuing Bank (and an amendment to a Letter of Credit increasing the amount thereof) and without further action on the part of such LC Issuing Bank or the Lenders, such LC Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from such LC Issuing Bank, a participation in such Letter of Credit in an amount equal to such LenderXxxxxx’s Proportionate Share of the Stated Amount of such Letter of Credit, and the issuance of a Letter of Credit shall be deemed a confirmation to the LC Issuing Banks of such participation in such amount. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to Administrative Agent, for the account of the relevant LC Issuing Bank, such LenderXxxxxx’s Proportionate Share of each Reimbursement Obligation made by such LC Issuing Bank and not reimbursed by Borrower on the date due as provided in Section 2.2.4, or of any Reimbursement Payment required to be refunded to Borrower for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.2.7 in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever. Each LC Issuing Bank may request the Lenders to pay to such LC Issuing Bank their respective Proportionate Shares of all or any portion of any Drawing Payment made or to be made by such LC Issuing Bank under any Letter of Credit by contacting each Lender and Administrative Agent telephonically (promptly confirmed in writing) within two Banking Days after such LC Issuing Bank has received notice of or request for such Drawing Payment, and specifying the amount of such Drawing Payment, such Lender’s Proportionate Share thereof, and the date on which such Drawing Payment is to be made or was made; provided, however, that such LC Issuing Bank shall not request the Lenders to make any payment under this Section 2.2.7 in connection with any portion of a Drawing Payment for which such LC Issuing Bank has been reimbursed through a Reimbursement Payment by Borrower (unless such Reimbursement Payment has been thereafter recovered by BorrowerXxxxxxxx). Upon receipt of any such request for payment from such LC Issuing Bank, each Lender shall pay to such LC Issuing Bank such Lender’s Proportionate Share of the unreimbursed portion of such Drawing Payment, together with interest thereon at a per annum rate equal to the greater of the Federal Funds Effective Rate from time to time in effect and a rate determined by such LC Issuing Bank in accordance with banking industry rules on interbank compensation, from the date of such Drawing Payment to the date on which such Lender makes payment. Each Lender’s obligation to make each such payment to such LC Issuing Bank shall be absolute, unconditional and irrevocable and shall not be affected by any circumstance whatsoever, including the occurrence or continuance of any Inchoate Default or Event of Default, or the failure of any other Lender to make any payment under this Section 2.2.7, and each Lender further agrees that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. If any Reimbursement Payment is made to Administrative Agent or any LC Issuing Bank, Administrative Agent or such LC Issuing Bank, as applicable, shall pay to each Lender which has paid its Proportionate Share of the Drawing Payment such Lender’s Proportionate Share of the Reimbursement Payment and shall, in the case of Administrative Agent, pay to such LC Issuing Bank and, in the case of such LC Issuing Bank, retain, the balance of such Reimbursement Payment.

Lender Participation. By Immediately upon issuance by an Issuer of any Letter of Credit in accordance with the issuance procedures set forth in Section 2.2.1, and on the Closing Date in the case of the Letters of Credit referred to in clause (ii) of the definition of Letter of Credit, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from that Issuer, without recourse or warranty, an undivided interest and participation to the extent of such Lender's Percentage in such Letter of Credit (including, without limitation, all obligations of the Borrower with respect thereto other than amounts owing to the Issuer under Section 2.2.6) and any security therefor held in the Letter of Credit Collateral Account. Accordingly, each Lender hereby irrevocably agrees to reimburse the Issuer of each Letter of Credit for any funds disbursed by such Issuer pursuant to any draft drawn or demand made under such Letter of Credit, in an amount and in U. S. Dollars equal to the product of such Lender's Percentage of the Dollar Equivalent of the amount disbursed by such Issuer with respect to such Letter of Credit. In the event that the Issuer of a Letter of Credit by an LC Issuing Bank (and an amendment makes available to a Letter the beneficiary of Credit increasing the amount thereof) and without further action on the part of such LC Issuing Bank or the Lenders, such LC Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from such LC Issuing Bank, a participation in such Letter of Credit the amount necessary to settle the obligations of such Issuer under any draft or demand made under such Letter of Credit (a "Draw Amount") and any Lender fails to make available to the Administrative Agent for payment to such Issuer such Lender's Percentage of the Dollar Equivalent of such Draw Amount on the date (the "Draw Date"), such Lender shall pay to the Administrative Agent for the benefit of such Issuer on demand an amount, in an amount equal addition to such Lender’s Proportionate Share 's Percentage of the Stated Dollar Equivalent of the Draw Amount, equal to interest on such Lender's Percentage of the Dollar Equivalent of the Draw Amount for the number of such Letter days in the Out of CreditFunds Period at a rate per annum (calculated for the actual number of days elapsed on the basis of a year consisting of 365, or when appropriate 366, days) equal to the Federal Funds Effective Rate; provided, however, that from and after the issuance fifth (5th) day in any Out of Funds Period the applicable rate of interest shall be the Alternate Base Rate rather than the Federal Funds Effective Rate. The obligations of a Lender to make payments to and for the account of an Issuer with respect to a Letter of Credit shall be deemed a confirmation irrevocable, not subject to any qualification or exception whatsoever and shall be made in accordance with the LC Issuing Banks terms of such participation in such amount. In consideration this Agreement under all circumstances and in furtherance notwithstanding: (i) any lack of validity or enforceability of this Agreement or any of the foregoingother Loan Documents; (ii) the existence of any claim, each Lender hereby absolutely and unconditionally agrees to pay to setoff, defense or other right which the Borrower may have at any time against a beneficiary named in any Letter of Credit or any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, for the account Issuer of any Letter of Credit, any Lender, or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including, without limitation, any underlying transactions between the Borrower or any Affiliate of the relevant LC Issuing BankBorrower and the beneficiary named in any Letter of Credit); (iii) any draft, such Lender’s Proportionate Share of each Reimbursement Obligation made by such LC Issuing Bank and not reimbursed by Borrower on the date due as provided in Section 2.2.4, or of any Reimbursement Payment required to be refunded to Borrower for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.2.7 in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever. Each LC Issuing Bank may request the Lenders to pay to such LC Issuing Bank their respective Proportionate Shares of all certificate or any portion of any Drawing Payment made or to be made by such LC Issuing Bank other document presented under any Letter of Credit by contacting each Lender and Administrative Agent telephonically being forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (promptly confirmed in writingiv) within two Banking Days after such LC Issuing Bank has received notice of the surrender or request for such Drawing Payment, and specifying the amount of such Drawing Payment, such Lender’s Proportionate Share thereof, and the date on which such Drawing Payment is to be made or was made; provided, however, that such LC Issuing Bank shall not request the Lenders to make any payment under this Section 2.2.7 in connection with any portion of a Drawing Payment for which such LC Issuing Bank has been reimbursed through a Reimbursement Payment by Borrower (unless such Reimbursement Payment has been thereafter recovered by Borrower). Upon receipt impairment of any such request security for payment from such LC Issuing Bank, each Lender shall pay to such LC Issuing Bank such Lender’s Proportionate Share the performance or observance of any of the unreimbursed portion terms of such Drawing Payment, together with interest thereon at a per annum rate equal to the greater any of the Federal Funds Effective Rate from time to time in effect and a rate determined Loan Documents; (v) any failure by such LC Issuing Bank in accordance with banking industry rules on interbank compensation, from the date of such Drawing Payment to the date on which such Lender makes payment. Each Lender’s obligation to make each such payment to such LC Issuing Bank shall be absolute, unconditional and irrevocable and shall not be affected by any circumstance whatsoever, including the occurrence or continuance of any Inchoate Default or Event of Default, or the failure of any other Lender to make any payment under this Section 2.2.7, and each Lender further agrees that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. If any Reimbursement Payment is made to Administrative Agent or any LC Issuing Bank, Administrative Agent Issuer to make any reports required pursuant to this Agreement or such LC Issuing Bank, as applicable, shall pay to each Lender which has paid its Proportionate Share any of the Drawing Payment such Lender’s Proportionate Share other Loan Documents; (vi) any inability (whether financial or otherwise) or unwillingness (for any reason) of the Reimbursement Payment and shall, in Borrower to perform its Obligations; (vii) the case occurrence of Administrative Agent, pay to such LC Issuing Bank and, in any Default or Unmatured Default; or (viii) the case unavailability of such LC Issuing Bank, retain, the balance of such Reimbursement PaymentCanadian Dollars or Pounds Sterling.

Lender Participation. By Each Lender severally agrees to participate with LC Issuing Bank in the extension of credit arising from the issuance of a Letter of Credit by an LC Issuing Bank (and an amendment to a Letter of Credit increasing the amount thereof) and without further action on the part of such LC Issuing Bank or the Lenders, such LC Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from such LC Issuing Bank, a participation in such Letter Letters of Credit in an amount equal to such Lender’s Proportionate Share of the Stated Amount of such each Letter of Credit, and the issuance of a Letter of Credit shall be deemed a confirmation to the LC Issuing Banks Bank of such participation in such amount. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to Administrative Agent, for the account of the relevant LC Issuing Bank, such Lender’s Proportionate Share of each Reimbursement Obligation made by such LC Issuing Bank and not reimbursed by Borrower on the date due as provided in Section 2.2.4, or of any Reimbursement Payment required to be refunded to Borrower for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.2.7 in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever. Each LC Issuing Bank may request the Lenders to pay to such LC Issuing Bank their respective Proportionate Shares of all or any portion of any Drawing Payment made or to be made by such LC Issuing Bank under any Letter of Credit by contacting each Lender and Administrative Agent telephonically (promptly confirmed in writing) within two (2) Banking Days after such LC Issuing Bank has received notice of or request for such Drawing Payment, and specifying the amount of such Drawing Payment, such Lender’s Proportionate Share thereof, and the date on which such Drawing Payment is to be made or was made; provided, however, that such LC Issuing Bank shall not request the Lenders Lender to make any payment under this Section 2.2.7 in connection with any portion of a Drawing Payment for which such LC Issuing Bank has been reimbursed through a Reimbursement Payment by Borrower (unless such Reimbursement Payment has been thereafter recovered by Borrower). Upon receipt of any such request for payment from such LC Issuing Bank, each Lender shall pay to such LC Issuing Bank such Lender’s Proportionate Share of the unreimbursed portion of such Drawing Payment, together with interest thereon at a per annum rate equal to the greater of the Federal Funds Effective Rate Rate, as in effect from time to time in effect and a rate determined by such LC Issuing Bank in accordance with banking industry rules on interbank compensationtime, from the date of such Drawing Payment to the date on which such Lender makes payment. Each Lender’s obligation to make each such payment to such LC Issuing Bank shall be absolute, unconditional and irrevocable and shall not be affected by any circumstance whatsoever, including the occurrence or continuance of any Inchoate Default or Event of Default, or the failure of any other Lender to make any payment under this Section 2.2.7, and each Lender further agrees that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. If any Reimbursement Payment is made to Administrative Agent or any LC Issuing Bank, Administrative Agent or such LC Issuing Bank, as applicable, shall pay to each Lender which has paid its Proportionate Share of the Drawing Payment such Lender’s Proportionate Share of the Reimbursement Payment and shall, in the case of Administrative Agent, pay to such LC Issuing Bank and, in the case of such LC Issuing Bank, retain, the balance of such Reimbursement Payment.

Lender Participation. By the issuance of a Letter of Credit by an LC Issuing Bank (and an amendment to a Letter of Credit increasing the amount thereof) and without further action on the part of such LC Issuing Bank or the Lenders, such LC Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from such LC Issuing Bank, a participation in such Letter of Credit in an amount equal to such Lender’s Proportionate Share of the Stated Amount of such Letter of Credit, and the issuance of a Letter of Credit shall be deemed a confirmation to the LC Issuing Banks of such participation in such amount. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to Administrative Agent, for the account of the relevant LC Issuing Bank, such Lender’s Proportionate Share of each Reimbursement Obligation made by such LC Issuing Bank and not reimbursed by Borrower on the date due as provided in Section 2.2.4, or of any Reimbursement Payment reimbursement payment required to be refunded to Borrower for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.2.7 in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever. Each LC Issuing Bank may request the Lenders to pay to such LC Issuing Bank their respective Proportionate Shares of all or any portion of any Drawing Payment made or to be made by such LC Issuing Bank under any Letter of Credit by contacting each Lender and Administrative Agent telephonically (promptly confirmed in writing) within two Banking Days after such LC Issuing Bank has received notice of or request for such Drawing Payment, and specifying the amount of such Drawing Payment, such Lender’s Proportionate Share thereof, and the date on which such Drawing Payment is to be made or was made; provided, however, that such LC Issuing Bank shall not request the Lenders to make any payment under this Section 2.2.7 in connection with any portion of a Drawing Payment for which such LC Issuing Bank has been reimbursed through a Reimbursement Payment by Borrower (unless such Reimbursement Payment has been thereafter recovered by Borrower). Upon receipt of any such request for payment from such LC Issuing Bank, each Lender shall pay to such LC Issuing Bank such Lender’s Proportionate Share of the unreimbursed portion of such Drawing Payment, together with interest thereon at a per annum rate equal to the greater of the Federal Funds Effective Rate Rate, as in effect from time to time in effect and a rate determined by such LC Issuing Bank in accordance with banking industry rules on interbank compensationtime, from the date of such Drawing Payment to the date on which such Lender makes payment. Each Lender’s obligation to make each such payment to such LC Issuing Bank shall be absolute, unconditional and irrevocable and shall not be affected by any circumstance whatsoever, including the occurrence or continuance of any Inchoate Default or Event of Default, or the failure of any other Lender to make any payment under this Section 2.2.7, and each Lender further agrees that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. If any Reimbursement Payment is made to Administrative Agent or any LC Issuing Bank, Administrative Agent or such LC Issuing Bank, as applicable, shall pay to each Lender which has paid its Proportionate Share of the Drawing Payment such Lender’s Proportionate Share of the Reimbursement Payment and shall, in the case of Administrative Agent, pay to such LC Issuing Bank and, in the case of such LC Issuing Bank, retain, the balance of such Reimbursement Payment.

Lender Participation. By Each Lender severally agrees to participate with the LC Bank in the extension of credit arising from the issuance of a Letter the Letters of Credit by an LC Issuing Bank (and an amendment to each a Letter of Credit increasing the amount thereof"Participation Interest") and without further action on the part of such LC Issuing Bank or the Lenders, such LC Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from such LC Issuing Bank, a participation in such Letter of Credit in an amount equal to such Lender’s Proportionate 's Pro Rata Share of the Stated Amount of such each Letter of Credit, and the issuance of a Letter of Credit shall be deemed a confirmation to the LC Issuing Banks Bank of such participation in such amount. In consideration and in furtherance After written notification by the LC Bank to the Administrative Agent at any time after the LC Bank has received notice of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to Administrative Agent, for the account of the relevant LC Issuing Bank, such Lender’s Proportionate Share of each Reimbursement Obligation made by such LC Issuing Bank and not reimbursed by Borrower on the date due as provided in Section 2.2.4, or of any Reimbursement Payment required to be refunded to Borrower request for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.2.7 in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever. Each LC Issuing Bank Drawing Payment, the Administrative Agent may request the Lenders to pay to such the Administrative Agent on behalf of the LC Issuing Bank their respective Proportionate Pro Rata Shares of all or any portion of any such Drawing Payment made or to be made by such the LC Issuing Bank under any Letter of Credit by contacting each Lender and Administrative Agent telephonically (promptly confirmed in writing) within two Banking Days after such LC Issuing Bank has received notice of or request for such Drawing Payment), and specifying the amount of such Drawing PaymentPayment (as set forth in the LC Bank's written notification of the Administrative Agent of the same), such Lender’s Proportionate 's Pro Rata Share thereof, and the date on which such Drawing Payment is to be made or was mademade (as set forth in the LC Bank's written notification of the Administrative Agent of the same); provided, however, that such LC Issuing Bank the Administrative Agent shall not request the Lenders to make any payment under this Section 2.2.7 in connection with any portion of a Drawing Payment for which such the LC Issuing Bank has been reimbursed through a Reimbursement Payment by the Borrower (unless such Reimbursement Payment has been thereafter recovered by the Borrower). Upon receipt of any such request for payment from such LC Issuing Bankthe Administrative Agent, each Lender shall pay to such LC Issuing Bank Administrative Agent such Lender’s Proportionate 's Pro Rata Share of the unreimbursed portion of such Drawing Payment, together with interest thereon at a per annum rate equal to the greater of the Federal Funds Effective Rate Rate, as in effect from time to time in effect and a rate determined by such LC Issuing Bank in accordance with banking industry rules on interbank compensationtime, from the date of such Drawing Payment to the date on which such Lender makes payment, and the Administrative Agent shall promptly thereafter pay to the LC Bank all amounts so received. Each Lender’s 's obligation to make each such payment to such LC Issuing Bank the Administrative Agent shall be absolute, unconditional and irrevocable and shall not be affected by any circumstance whatsoever, including the occurrence or continuance of any Inchoate Default or Event of Default, or the failure of any other Lender to make any payment under this Section 2.2.7, and each Lender further agrees that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. If any Reimbursement Payment is made to Administrative Agent or any the LC Issuing Bank, the Administrative Agent or such the LC Issuing Bank, as applicable, shall pay to each Lender which has paid its Proportionate Pro Rata Share of the Drawing Payment such Lender’s Proportionate 's Pro Rata Share of the Reimbursement Payment and shall, in the case of the Administrative Agent, pay to such the LC Issuing Bank and, in the case of such the LC Issuing Bank, retain, the balance of such Reimbursement Payment.

Lender Participation. By Each Lender severally agrees to participate with the LC Bank in the extension of credit arising from the issuance of a any Letter of Credit by an LC Issuing Bank (and an amendment to a Letter of Credit increasing the amount thereof) and without further action on the part of such LC Issuing Bank or the Lendersin conformity with Section 2.02(a), such LC Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from such LC Issuing Bank, a participation in such Letter of Credit in an amount equal to such Lender’s Proportionate 's Pro Rata Share of the Stated Amount of amount available for payment under such Letter of Credit. Upon written demand by the LC Bank, and with a copy of such demand to the issuance of a Letter of Credit Agent, each Lender shall be deemed a confirmation promptly fund its participation by paying to the LC Issuing Banks of Bank Dollars in an amount equal to such participation in such amount. In consideration and in furtherance Lender's Pro Rata Share of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to Administrative Agent, for the account of the relevant LC Issuing Bank, such Lender’s Proportionate Share of each Reimbursement Obligation payment made by such the LC Issuing Bank and not reimbursed by Borrower on the date due as provided in Section 2.2.4, or of any Reimbursement Payment required to be refunded to Borrower for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.2.7 in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever. Each LC Issuing Bank may request the Lenders to pay to such LC Issuing Bank their respective Proportionate Shares of all or any portion of any Drawing Payment made or to be made by such LC Issuing Bank under any Letter of Credit Credit, together with all interest accrued and unpaid thereon for the period from the day on which the payment to be reimbursed was demanded by contacting each Lender and Administrative Agent telephonically (promptly confirmed in writing) within two Banking Days after such the LC Issuing Bank has received notice of or request for such Drawing Payment, and specifying until the amount of such Drawing Payment, such Lender’s Proportionate Share thereof, and the date Business Day on which such Drawing Payment funding from such Lender is received by the LC Bank at the rate per annum equal to be made or was made; providedthe Federal Funds Rate until the second Business Day following such demand, however, that such LC Issuing Bank shall not request and thereafter the Lenders rate per annum then applicable to make any payment under Base Rate Advances. Upon funding its participation in accordance with this Section 2.2.7 in connection with any portion of a Drawing Payment for which such LC Issuing Bank has been reimbursed through a Reimbursement Payment by Borrower (unless such Reimbursement Payment has been thereafter recovered by Borrower2.02(e). Upon receipt of any such request for payment from such LC Issuing Bank, each Lender shall pay be deemed to have made an Advance pursuant to Section 2.01(a)(i) as of the date the relevant Letter of Credit was drawn, and the Advance deemed, pursuant to Section 2.02(c), to have been made by the LC Bank upon any such payment shall be reduced, in an amount equal to such LC Issuing Bank such Lender’s Proportionate Share of the unreimbursed portion of such Drawing Payment, together with interest thereon at a per annum rate equal to the greater of the Federal Funds Effective Rate from time to time in effect and a rate determined by such LC Issuing Bank in accordance with banking industry rules on interbank compensation, from the date of such Drawing Payment to the date on which such Lender makes payment's participation. Each Lender’s 's obligation to make each such payment to such the LC Issuing Bank shall be absolute, unconditional and irrevocable and shall not be affected by any circumstance whatsoever, including the occurrence or continuance of any Inchoate Potential Default or Event of Default, the failure to meet any condition that otherwise must be met for the funding of any Advance, or the failure of any other Lender to make any payment under this Section 2.2.72.02(e), and each Lender further agrees that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. If after receipt of such funding from any Reimbursement Payment is made to Administrative Agent Lender the LC Bank receives payment from the Borrower or any LC Issuing Bank, Administrative Agent or such LC Issuing Bank, as applicable, shall pay to each Lender which has paid its Proportionate Share other source on account of the Drawing Payment such Lender’s Proportionate Share of reimbursement obligation that was so funded, or the Reimbursement Payment and shall, in the case of Administrative Agent, pay to such LC Issuing Bank and, in the case of such LC Issuing Bank, retaininterest accrued thereon, the balance LC Bank shall promptly remit such payment to the Agent for prompt distribution to the Lenders to the extent of such Reimbursement Paymenttheir participation therein.

Lender Participation. By the issuance of a Letter of Credit by an LC Issuing Bank (and an amendment to a Letter of Credit increasing the amount thereof) and without further action on the part of such LC Issuing Bank or the Lenders, such LC Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from such LC Issuing Bank, a participation in such Letter of Credit in an amount equal to such Lender’s Proportionate Share of the Stated Amount of such Letter of Credit, and the issuance of a Letter of Credit shall be deemed a confirmation to the LC Issuing Banks of such participation in such amount. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to Administrative Agent, for the account of the relevant LC Issuing Bank, such Lender’s Proportionate Share of each Reimbursement Obligation made by such LC Issuing Bank and not reimbursed by Borrower on the date due as provided in Section 2.2.4, or of any Reimbursement Payment reimbursement payment required to be refunded to Borrower for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.2.7 in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever. Each LC Issuing Bank may request the Lenders to pay to such LC Issuing Bank their respective Proportionate Shares of all or any portion of any Drawing Payment made or to be made by such LC Issuing Bank under any Letter of Credit by contacting each Lender and Administrative Agent telephonically (promptly confirmed in writing) within two Banking Days after such LC Issuing Bank has received notice of or request for such Drawing Payment, and specifying the amount of such Drawing Payment, such Lender’s Proportionate Share thereof, and the date on which such Drawing Payment is to be made or was made; provided, however, that such LC Issuing Bank shall not request the Lenders to make any payment under this Section 2.2.7 in connection with any portion of a Drawing Payment for which such LC Issuing Bank has been reimbursed through a Reimbursement Payment by Borrower (unless such Reimbursement Payment has been thereafter recovered by Borrower). Upon receipt of any such request for payment from such LC Issuing Bank, each Lender shall pay to such LC Issuing Bank such Lender’s Proportionate Share of the unreimbursed portion of such Drawing Payment, together with interest thereon at a per annum rate equal to the greater of the Federal Funds Effective Rate Rate, as in effect from time to time in effect and a rate determined by such LC Issuing Bank in accordance with banking industry rules on interbank compensationtime, from the date of such Drawing Payment to the date on which such Lender makes payment. Each Lender’s obligation to make each such payment to such LC Issuing Bank shall be absolute, unconditional and irrevocable and shall not be affected by any circumstance whatsoever, including the occurrence or continuance of any Inchoate Default or Event of Default, or the failure of any other Lender to make any payment under this Section 2.2.7, and each Lender further agrees that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. If any Reimbursement Payment is made to Administrative Agent or any LC Issuing Bank, Administrative Agent or such LC Issuing Bank, as applicable, shall pay to each Lender which has paid its Proportionate Share of the Drawing Payment such Lender’s Proportionate Share of the Reimbursement Payment and shall, in the case of Administrative Agent, pay to such LC Issuing Bank and, in the case of such LC Issuing Bank, retain, the balance of such Reimbursement Payment.

Lender Participation. By The Swingline Lender may by written notice given to the issuance Administrative Agent not later than 11:00 a.m., New York, New York time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of a Letter the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Credit by an LC Issuing Bank (and an amendment to a Letter of Credit increasing Swingline Loans in which the amount thereof) and without further action on the part Lenders will participate. Promptly upon receipt of such LC Issuing Bank or notice, the Lenders, such LC Issuing Bank hereby grants Administrative Agent will give notice thereof to each Lender, and each Lender hereby acquires from such LC Issuing Bank, a participation specifying in such Letter of Credit in an amount equal to notice such Lender’s Proportionate Share of the Stated Amount 's Applicable Percentage of such Letter of Credit, and the issuance of a Letter of Credit shall be deemed a confirmation to the LC Issuing Banks of such participation in such amountSwingline Loans. In consideration and in furtherance of the foregoing, each Each Lender hereby absolutely and unconditionally agrees agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the relevant LC Issuing BankSwingline Lender, such Lender’s Proportionate Share 's Applicable Percentage of each Reimbursement Obligation made by such LC Issuing Bank and not reimbursed by Borrower on the date due as provided in Section 2.2.4, or of any Reimbursement Payment required to be refunded to Borrower for any reasonSwingline Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this Section 2.2.7 in respect of Letters of Credit paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever. Each LC Issuing Bank may request the Lenders to pay to such LC Issuing Bank their respective Proportionate Shares of all or any portion of any Drawing Payment made or to be made by such LC Issuing Bank under any Letter of Credit by contacting each Lender and Administrative Agent telephonically (promptly confirmed in writing) within two Banking Days after such LC Issuing Bank has received notice of or request for such Drawing Payment, and specifying the amount of such Drawing Payment, such Lender’s Proportionate Share thereof, and the date on which such Drawing Payment is to be made or was made; provided, however, that such LC Issuing Bank shall not request the Lenders to make any payment under this Section 2.2.7 in connection with any portion of a Drawing Payment for which such LC Issuing Bank has been reimbursed through a Reimbursement Payment by Borrower (unless such Reimbursement Payment has been thereafter recovered by Borrower). Upon receipt of any such request for payment from such LC Issuing Bank, each Lender shall pay to such LC Issuing Bank such Lender’s Proportionate Share of the unreimbursed portion of such Drawing Payment, together with interest thereon at a per annum rate equal to the greater of the Federal Funds Effective Rate from time to time in effect and a rate determined by such LC Issuing Bank in accordance with banking industry rules on interbank compensation, from the date of such Drawing Payment to the date on which such Lender makes payment. Each Lender’s obligation to make each such payment to such LC Issuing Bank shall be absolute, unconditional and irrevocable and shall not be affected by any circumstance whatsoever, including the occurrence or and continuance of any Inchoate a Default or Event of Default, Default or reduction or termination of the failure of any other Lender to make any payment under this Section 2.2.7Commitments, and each Lender further agrees that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. If any Reimbursement Payment is made ; provided that (i) the obligations of a Lender to Administrative Agent fund its participation in a Swingline Loan may be subject to avoidance by a Lender if such Lender proves that the Swingline Lender knew (or any LC Issuing Bank, Administrative Agent or such LC Issuing Bank, as applicable, shall pay with the exercise of care should have known) that the conditions to each Lender which has paid its Proportionate Share the making of the Drawing Payment such Lender’s Proportionate Share Swingline Loan were not satisfied and (ii) a Lender shall not have an obligation to acquire or fund a participation in Swingline Loans if that obligation of the Reimbursement Payment and shallLender has been terminated or assigned to another Person in accordance with Section 2.10(c), Section 2.21 or Section 8.04. The parties hereto expressly agree that, in the case absence of gross negligence or willful misconduct on the part of the Swingline Lender (as finally determined by a court of competent jurisdiction), the Swingline Lender shall be deemed to have exercised care. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts 32 received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, pay as their interests may appear. The purchase of participations in a Swingline Loan pursuant to such LC Issuing Bank andthis paragraph shall not relieve the Borrower of its obligation for the payment thereof in full, in the case notwithstanding any Default or Event of such LC Issuing Bank, retain, the balance of such Reimbursement PaymentDefault which may exist.

Lender Participation. By Each Revolving Credit Lender severally -------------------- agrees to participate with LC Bank in the extension of credit arising from the issuance of a Letter of Credit by an LC Issuing Bank (and an amendment to a Letter of Credit increasing the amount thereof) and without further action on the part of such LC Issuing Bank or the Lenders, such LC Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from such LC Issuing Bank, a participation in such Letter Letters of Credit in an amount equal not to exceed such Revolving Credit Lender’s Proportionate Share 's Pro Rata Portion of the Stated Maximum LC Amount of such Letter of Credit, and the issuance of a each Letter of Credit shall be deemed a confirmation to the LC Issuing Banks by such Revolving Credit Lender of such participation in participation. If Borrower does not reimburse any Drawing Payment on the day such amount. In consideration and in furtherance Drawing Payment is made, LC Bank may request each of the foregoing, each Lender hereby absolutely and unconditionally agrees Revolving Credit Lenders to pay to Administrative Agent, for the account of the relevant LC Issuing Bank, such Lender’s Proportionate Share of each Reimbursement Obligation made by such LC Issuing Bank and not reimbursed by Borrower on the date due as provided in Section 2.2.4, or of any Reimbursement Payment required to be refunded to Borrower for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.2.7 in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever. Each LC Issuing Bank may request the Lenders to pay to such LC Issuing Bank their respective Proportionate Shares Pro Rata Portion of all or any portion of any such Drawing Payment made or by delivering to be made by such LC Issuing Bank under any Letter of Credit by contacting each Lender and Administrative Agent telephonically (promptly confirmed in writing) within two Banking Days after such LC Issuing Bank has received notice of or a written request for such Drawing Payment, and specifying payment which specifies the amount of such Drawing Payment, . Administrative Agent shall promptly deliver a copy of such request to each Revolving Credit Lender and notify the Revolving Credit Lenders in writing of each Revolving Credit Lender’s Proportionate Share thereof's Pro Rata Portion of such Drawing Payment, and the date on which such Drawing Payment is to be made or was made; provided. If Administrative Agent gives such notice prior to 11:00 a.m., howeverCharlotte time, that such on any Business Day, each Revolving Credit Lender will make available to Administrative Agent, for the account of LC Issuing Bank shall not request the Lenders to make any payment under this Section 2.2.7 in connection with any portion of a Drawing Payment for which such LC Issuing Bank has been reimbursed through a Reimbursement Payment by Borrower (unless such Reimbursement Payment has been thereafter recovered by Borrower). Upon receipt of any such request for payment from such LC Issuing Bank, each Lender shall pay to such LC Issuing Bank such Lender’s Proportionate Share its Pro Rata Portion of the unreimbursed applicable portion of such Drawing PaymentPayment on such Business Day in immediately available funds. If Administrative Agent gives such notice after 11:00 a.m., Charlotte time, on any Business Day, each Revolving Credit Lender shall make such Pro Rata Portion available to Administrative Agent on the next succeeding Business Day. Each such payment to Administrative Agent, to the extent not made when due hereunder, shall be made together with interest thereon at a per annum rate equal to the greater of the Federal Funds Effective Rate from time for the first three days after such amount is due to time in effect Administrative Agent and a thereafter at the rate determined by such LC Issuing Bank in accordance with banking industry rules on interbank compensation, from the date of such Drawing Payment applicable to Base Rate Loans pursuant to Section 2.7(a) until the date on which such Revolving Credit Lender makes such payment. Each payment made by any Revolving Credit Lender pursuant to this Section 2.4(e) shall be a Working Capital Loan and shall for all purposes hereunder be treated as a Working Capital Loan. Each Revolving Credit Lender’s 's obligation to make each such payment to such Administrative Agent for the account of LC Issuing Bank shall be absolute, unconditional and irrevocable and shall not be affected by any circumstance whatsoever, including the occurrence or continuance of any Inchoate Default or Event of Default, or the failure of any other Revolving Credit Lender to make any payment under this Section 2.2.72.4(e), and each Revolving Credit Lender further agrees that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. If any Reimbursement Payment is made to Administrative Agent or any LC Issuing BankAgent, Administrative Agent or such LC Issuing Bankshall pay, as applicable, shall pay to each Revolving Credit Lender which has paid its Proportionate Share Pro Rata Portion of the Drawing Payment Payment, such Revolving Credit Lender’s Proportionate Share 's Pro Rata Portion of the Reimbursement Payment and shall, in the case of Administrative Agent, shall pay to such LC Issuing Bank and, in the case of such LC Issuing Bank, retain, the balance of such Reimbursement Payment.

Lender Participation. By the issuance of a Letter of Credit by an LC Issuing Bank (and an amendment to a Letter of Credit increasing the amount thereof) and without further action on the part of such LC Issuing Bank or the Lenders, such LC Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from such LC Issuing Bank, a participation in such Letter of Credit in an amount equal to such Lender’s Proportionate Share of the Stated Amount of such Letter of Credit, and the issuance of a Letter of Credit shall be deemed a confirmation to the LC Issuing Banks of such participation in such amount. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to Administrative Agent, for the account of the relevant LC Issuing Bank, such Lender’s Proportionate Share of each Reimbursement Obligation made by such LC Issuing Bank and not reimbursed by Borrower LC Obligor on the date due as provided in Section 2.2.4, or of any Reimbursement Payment reimbursement payment required to be refunded to Borrower LC Obligor for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.2.7 in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever. Each LC Issuing Bank may request the Lenders to pay to such LC Issuing Bank their respective Proportionate Shares of all or any portion of any Drawing Payment made or to be made by such LC Issuing Bank under any Letter of Credit by contacting each Lender and Administrative Agent telephonically (promptly confirmed in writing) within two Banking Days after such LC Issuing Bank has received notice of or request for such Drawing Payment, and specifying the amount of such Drawing Payment, such Lender’s Proportionate Share thereof, and the date on which such Drawing Payment is to be made or was made; provided, however, that such LC Issuing Bank shall not request the Lenders to make any payment under this Section 2.2.7 in connection with any portion of a Drawing Payment for which such LC Issuing Bank has been reimbursed through a Reimbursement Payment by Borrower LC Obligor (unless such Reimbursement Payment has been thereafter recovered by BorrowerLC Obligor). Upon receipt of any such request for payment from such LC Issuing Bank, each Lender shall pay to such LC Issuing Bank such Lender’s Proportionate Share of the unreimbursed portion of such Drawing Payment, together with interest thereon at a per annum rate equal to the greater of the Federal Funds Effective Rate Rate, as in effect from time to time in effect and a rate determined by such LC Issuing Bank in accordance with banking industry rules on interbank compensationtime, from the date of such Drawing Payment to the date on which such Lender makes payment. Each Lender’s obligation to make each such payment to such LC Issuing Bank shall be absolute, unconditional and irrevocable and shall not be affected by any circumstance whatsoever, including the occurrence or continuance of any Inchoate Default or Event of Default, or the failure of any other Lender to make any payment under this Section 2.2.7, and each Lender further agrees that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. If any Reimbursement Payment is made to Administrative Agent or any LC Issuing Bank, Administrative Agent or such LC Issuing Bank, as applicable, shall pay to each Lender which has paid its Proportionate Share of the Drawing Payment such Lender’s Proportionate Share of the Reimbursement Payment and shall, in the case of Administrative Agent, pay to such LC Issuing Bank and, in the case of such LC Issuing Bank, retain, the balance of such Reimbursement Payment.

Lender Participation. By Each Lender severally agrees to participate with LC Issuing Bank in the extension of credit arising from the issuance of a Letter of Credit by an LC Issuing Bank (and an amendment to a Letter of Credit increasing the amount thereof) and without further action on the part of such LC Issuing Bank or the Lenders, such LC Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from such LC Issuing Bank, a participation in such Letter Letters of Credit in an amount equal to such Lender’s 's Proportionate Share of the Stated Amount of such each Letter of Credit, and the issuance of a Letter of Credit shall be deemed a confirmation to the LC Issuing Banks Bank of such participation in such amount. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to Administrative Agent, for the account of the relevant LC Issuing Bank, such Lender’s Proportionate Share of each Reimbursement Obligation made by such LC Issuing Bank and not reimbursed by Borrower on the date due as provided in Section 2.2.4, or of any Reimbursement Payment required to be refunded to Borrower for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.2.7 in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever. Each LC Issuing Bank may request the Lenders to pay to such LC Issuing Bank their respective Proportionate Shares of all or any portion of any Drawing Payment made or to be made by such LC Issuing Bank under any Letter of Credit by contacting each Lender and Administrative Agent telephonically (promptly confirmed in writing) within two (2) Banking Days after such LC Issuing Bank has received notice of or request for such Drawing Payment, and specifying the amount of such Drawing Payment, such Lender’s 's Proportionate Share thereof, and the date on which such Drawing Payment is to be made or was made; provided, however, that such LC Issuing Bank shall not request the Lenders Lender to make any payment under this Section 2.2.7 in connection with any portion of a Drawing Payment for which such LC Issuing Bank has been reimbursed through a Reimbursement Payment by Borrower (unless such Reimbursement Payment has been thereafter recovered by Borrower). Upon receipt of any such request for payment from such LC Issuing Bank, each Lender shall pay to such LC Issuing Bank such Lender’s 's Proportionate Share of the unreimbursed portion of such Drawing Payment, together with interest thereon at a per annum rate equal to the greater of the Federal Funds Effective Rate Rate, as in effect from time to time in effect and a rate determined by such LC Issuing Bank in accordance with banking industry rules on interbank compensationtime, from the date of such Drawing Payment to the date on which such Lender makes payment. Each Lender’s 's obligation to make each such payment to such LC Issuing Bank shall be absolute, unconditional and irrevocable and shall not be affected by any circumstance whatsoever, including the occurrence or continuance of any Inchoate Default or Event of Default, or the failure of any other Lender to make any payment under this Section 2.2.7, and each Lender further agrees that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. If any Reimbursement Payment is made to Administrative Agent or any LC Issuing Bank, Administrative Agent or such LC Issuing Bank, as applicable, shall pay to each Lender which has paid its Proportionate Share of the Drawing Payment such Lender’s 's Proportionate Share of the Reimbursement Payment and shall, in the case of Administrative Agent, pay to such LC Issuing Bank and, in the case of such LC Issuing Bank, retain, the balance of such Reimbursement Payment.

Lender Participation. By the issuance of a Letter of Credit by an LC Issuing Bank (and an amendment to a Letter of Credit increasing the amount thereof) and without further action on the part of such LC Issuing Bank or the Lenders, such LC Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from such LC Issuing Bank, a participation in such Letter of Credit in an amount equal to such LenderXxxxxx’s Proportionate Share of the Stated Amount of such Letter of Credit, and the issuance of a Letter of Credit shall be deemed a confirmation to the LC Issuing Banks of such participation in such amount. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to Administrative Agent, for the account of the relevant LC Issuing Bank, such LenderXxxxxx’s Proportionate Share of each Reimbursement Obligation made by such LC Issuing Bank and not reimbursed by Borrower on the date due as provided in Section 2.2.4, or of any Reimbursement Payment required to be refunded to Borrower for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.2.7 in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever. Each LC Issuing Bank may request the Lenders to pay to such LC Issuing Bank their respective Proportionate Shares of all or any portion of any Drawing Payment made or to be made by such LC Issuing Bank under any Letter of Credit by contacting each Lender and Administrative Agent telephonically (promptly confirmed in writing) within two Banking Days after such LC Issuing Bank has received notice of or request for such Drawing Payment, and specifying the amount of such Drawing Payment, such Lender’s Proportionate Share thereof, and the date on which such Drawing Payment is to be made or was made; provided, however, that such LC Issuing Bank shall not request the Lenders to make any payment under this Section 2.2.7 in connection with any portion of a Drawing Payment for which such LC Issuing Bank has been reimbursed through a Reimbursement Payment by Borrower (unless such Reimbursement Payment has been thereafter recovered by Borrower). Upon receipt of any such request for payment from such LC Issuing Bank, each Lender shall pay to such LC Issuing Bank such Lender’s Proportionate Share of the unreimbursed portion of such Drawing Payment, together with interest thereon at a per annum rate equal to the greater of the Federal Funds Effective Rate from time to time in effect and a rate determined by such LC Issuing Bank in accordance with banking industry rules on interbank compensation, from the date of such Drawing Payment to the date on which such Lender makes payment. Each Lender’s obligation to make each such payment to such LC Issuing Bank shall be absolute, unconditional and irrevocable and shall not be affected by any circumstance whatsoever, including the occurrence or continuance of any Inchoate Default or Event of Default, or the failure of any other Lender to make any payment under this Section 2.2.7, and each Lender further agrees that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. If any Reimbursement Payment is made to Administrative Agent or any LC Issuing Bank, Administrative Agent or such LC Issuing Bank, as applicable, shall pay to each Lender which has paid its Proportionate Share of the Drawing Payment such Lender’s Proportionate Share of the Reimbursement Payment and shall, in the case of Administrative Agent, pay to such LC Issuing Bank and, in the case of such LC Issuing Bank, retain, the balance of such Reimbursement Payment.

Lender Participation. By the issuance of a Letter of Credit by an LC Issuing Bank (and an amendment to a Letter of Credit increasing the amount thereof) and without further action on the part of such LC Issuing Bank or the Lenders, such LC Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from such LC Issuing Bank, a participation in such Letter of Credit in an amount equal to such Lender’s Proportionate Share of the Stated Amount of such Letter of Credit, and the issuance of a Letter of Credit shall be deemed a confirmation to the LC Issuing Banks of such participation in such amount. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to Administrative Agent, for the account of the relevant LC Issuing Bank, such Lender’s Proportionate Share of each Reimbursement Obligation made by such LC Issuing Bank and not reimbursed by Borrower LC Obligor on the date due as provided in Section 2.2.4, or of any Reimbursement Payment reimbursement payment required to be refunded to Borrower LC Obligor for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.2.7 in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever. Each LC Issuing Bank may request the Lenders to pay to such LC Issuing Bank their respective Proportionate Shares of all or any portion of any Drawing Payment made or to be made by such LC Issuing Bank under any Letter of Credit by contacting each Lender and Administrative Agent telephonically (promptly confirmed in writing) within two Banking Days after such LC Issuing Bank has received notice of or request for such Drawing Payment, and specifying the amount of such Drawing Payment, such Lender’s Proportionate Share thereof, and the date on which such Drawing Payment is to be made or was made; provided, however, that such LC Issuing Bank shall not request the Lenders Lender to make any payment under this Section 2.2.7 in connection with any portion of a Drawing Payment for which such LC Issuing Bank has been reimbursed through a Reimbursement Payment by Borrower LC Obligor (unless such Reimbursement Payment has been thereafter recovered by BorrowerLC Obligor). Upon receipt of any such request for payment from such LC Issuing Bank, each Lender shall pay to such LC Issuing Bank such Lender’s Proportionate Share of the unreimbursed portion of such Drawing Payment, together with interest thereon at a per annum rate equal to the greater of the Federal Funds Effective Rate Rate, as in effect from time to time in effect and a rate determined by such LC Issuing Bank in accordance with banking industry rules on interbank compensationtime, from the date of such Drawing Payment to the date on which such Lender makes payment. Each Lender’s obligation to make each such payment to such LC Issuing Bank shall be absolute, unconditional and irrevocable and shall not be affected by any circumstance whatsoever, including the occurrence or continuance of any Inchoate Default or Event of Default, or the failure of any other Lender to make any payment under this Section 2.2.7, and each Lender further agrees that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. If any Reimbursement Payment is made to Administrative Agent or any LC Issuing Bank, Administrative Agent or such LC Issuing Bank, as applicable, shall pay to each Lender which has paid its Proportionate Share of the Drawing Payment such Lender’s Proportionate Share of the Reimbursement Payment and shall, in the case of Administrative Agent, pay to such LC Issuing Bank and, in the case of such LC Issuing Bank, retain, the balance of such Reimbursement Payment.

Lender Participation. By The Swingline Lender may by written notice given to the issuance Administrative Agent not later than 11:00 a.m., New York, New York time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of a Letter the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Credit by an LC Issuing Bank (and an amendment to a Letter of Credit increasing Swingline Loans in which the amount thereof) and without further action on the part Lenders will participate. Promptly upon receipt of such LC Issuing Bank or notice, the Lenders, such LC Issuing Bank hereby grants Administrative Agent will give notice thereof to each Lender, and each Lender hereby acquires from such LC Issuing Bank, a participation specifying in such Letter of Credit in an amount equal to notice such Lender’s Proportionate Share of the Stated Amount 's Applicable Percentage of such Letter of Credit, and the issuance of a Letter of Credit shall be deemed a confirmation to the LC Issuing Banks of such participation in such amountSwingline Loans. In consideration and in furtherance of the foregoing, each Each Lender hereby absolutely and unconditionally agrees agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the relevant LC Issuing BankSwingline Lender, such Lender’s Proportionate Share 's Applicable Percentage of each Reimbursement Obligation made by such LC Issuing Bank and not reimbursed by Borrower on the date due as provided in Section 2.2.4, or of any Reimbursement Payment required to be refunded to Borrower for any reasonSwingline Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this Section 2.2.7 in respect of Letters of Credit paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever. Each LC Issuing Bank may request the Lenders to pay to such LC Issuing Bank their respective Proportionate Shares of all or any portion of any Drawing Payment made or to be made by such LC Issuing Bank under any Letter of Credit by contacting each Lender and Administrative Agent telephonically (promptly confirmed in writing) within two Banking Days after such LC Issuing Bank has received notice of or request for such Drawing Payment, and specifying the amount of such Drawing Payment, such Lender’s Proportionate Share thereof, and the date on which such Drawing Payment is to be made or was made; provided, however, that such LC Issuing Bank shall not request the Lenders to make any payment under this Section 2.2.7 in connection with any portion of a Drawing Payment for which such LC Issuing Bank has been reimbursed through a Reimbursement Payment by Borrower (unless such Reimbursement Payment has been thereafter recovered by Borrower). Upon receipt of any such request for payment from such LC Issuing Bank, each Lender shall pay to such LC Issuing Bank such Lender’s Proportionate Share of the unreimbursed portion of such Drawing Payment, together with interest thereon at a per annum rate equal to the greater of the Federal Funds Effective Rate from time to time in effect and a rate determined by such LC Issuing Bank in accordance with banking industry rules on interbank compensation, from the date of such Drawing Payment to the date on which such Lender makes payment. Each Lender’s obligation to make each such payment to such LC Issuing Bank shall be absolute, unconditional and irrevocable and shall not be affected by any circumstance whatsoever, including the occurrence or and continuance of any Inchoate a Default or Event of Default, Default or reduction or termination of the failure of any other Lender to make any payment under this Section 2.2.7Commitments, and each Lender further agrees that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. If any Reimbursement Payment is made ; provided that (i) the obligations of a Lender to Administrative Agent fund its participation in a Swingline Loan may be subject to avoidance by a Lender if such Lender proves that the Swingline Lender knew (or any LC Issuing Bank, Administrative Agent or such LC Issuing Bank, as applicable, shall pay with the exercise of care should have known) that the conditions to each Lender which has paid its Proportionate Share the making of the Drawing Payment such Lender’s Proportionate Share Swingline Loan were not satisfied and (ii) a Lender shall not have an obligation to acquire or fund a participation in Swingline Loans if that obligation of the Reimbursement Payment and shallLender has been terminated or assigned to another Person in accordance with Section 2.10(c) or Section 8.04. The parties hereto expressly agree that, in the case absence of gross negligence or willful misconduct on the part of the Swingline Lender (as finally determined by a court of competent jurisdiction), the Swingline Lender shall be deemed to have exercised care. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, pay as their interests may appear. The purchase of participations in a Swingline Loan pursuant to such LC Issuing Bank andthis paragraph shall not relieve the Borrower of its obligation for the payment thereof in full, in the case notwithstanding any Default or Event of such LC Issuing Bank, retain, the balance of such Reimbursement PaymentDefault which may exist.

Lender Participation. By Each Lender severally agrees to participate with LC Issuer in the extension of credit arising from the issuance of a Letter of Credit by an the Security Fund LC Issuing Bank (and an amendment to a Letter of Credit increasing the amount thereof) and without further action on the part of such LC Issuing Bank or the Lenders, such LC Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from such LC Issuing Bank, a participation in such Letter of Credit in an amount equal to such Lender’s 's Proportionate Share of the Stated Amount of such Letter of CreditTotal Security Fund LC Commitment, and the issuance of a Letter of Credit the Security Fund LC shall be deemed a confirmation to the LC Issuing Banks Issuer of such participation in such amount. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to Administrative Agent, for the account of the relevant LC Issuing Bank, such Lender’s Proportionate Share of each Reimbursement Obligation made by such LC Issuing Bank and not reimbursed by Borrower on the date due as provided in Section 2.2.4, or of any Reimbursement Payment required to be refunded to Borrower for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.2.7 in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever. Each LC Issuing Bank Issuer may request the Lenders to pay to such LC Issuing Bank Issuer their respective Proportionate Shares of all or any portion of any Drawing Payment made or to be made by such LC Issuing Bank Issuer under any Letter of Credit the Security Fund LC by contacting each Lender and Administrative Agent telephonically (promptly confirmed in writing) within two Banking Days at any time after such LC Issuing Bank Issuer has received notice of or request for such Drawing Payment, and specifying the amount of such Drawing Payment, such Lender’s 's Proportionate Share thereof, and the date on which such Drawing Payment is to be made or was made; provided, however, that such LC Issuing Bank shall not request the Lenders to make any payment under this Section 2.2.7 in connection with any portion of a Drawing Payment for which such LC Issuing Bank has been reimbursed through a Reimbursement Payment by Borrower (unless such Reimbursement Payment has been thereafter recovered by Borrower). Upon receipt of any such request for payment from such LC Issuing BankIssuer, each Lender shall pay to such LC Issuing Bank Issuer such Lender’s 's Proportionate Share of the unreimbursed portion of such Drawing Payment, together with interest thereon at a per annum rate equal to the greater of the Federal Funds Effective Rate Rate, as in effect from time to time in effect and a rate determined by such LC Issuing Bank in accordance with banking industry rules on interbank compensationtime, from the date of such Drawing Payment to the date on which such Lender makes payment. Each Lender’s 's obligation to make each such payment to such LC Issuing Bank Issuer shall be absolute, unconditional and irrevocable and shall not be affected by any circumstance whatsoever, including the occurrence or continuance of any Inchoate Default or Event of Default, or the failure of any other Lender to make any payment under this Section 2.2.72.2.5, and each Lender further agrees that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. If any Reimbursement Payment is made to Administrative Agent Nothing in this Section 2.2.5 shall limit or any LC Issuing Bank, Administrative Agent or such LC Issuing Bank, as applicable, shall pay to each Lender which has paid its Proportionate Share affect the obligation of the LC Issuer to make any Drawing Payment such Lender’s Proportionate Share of pursuant to the Reimbursement Payment and shall, in the case of Administrative Agent, pay to such LC Issuing Bank and, in the case of such LC Issuing Bank, retain, the balance of such Reimbursement PaymentSecurity Fund LC.

Lender Participation. By Immediately upon issuance by an Issuer of any Letter of Credit in accordance with the issuance procedures set forth in Section 2.2.1, and on the Closing Date in the case of the Letters of Credit referred to in clause (ii) of the definition of Letter of Credit, each Tranche A Lender shall be deemed to have irrevocably and unconditionally purchased and received from that Issuer, without recourse or warranty, an undivided interest and participation to the extent of such Tranche A Lender's Percentage in such Letter of Credit (including, without limitation, all obligations of the Borrower with respect thereto other than amounts owing to the Issuer under Section 2.2.6) and any security therefor held in the Letter of Credit Collateral Account or any Subsidiary Guaranty pertaining thereto. Accordingly, each Tranche A Lender hereby irrevocably agrees to reimburse the Issuer of each Letter of Credit for any funds disbursed by such Issuer pursuant to any draft drawn or demand made under such Letter of Credit, in an amount and in U. S. Dollars equal to the product of such Tranche A Lender's Percentage of the Dollar Equivalent of the amount disbursed by such Issuer with respect to such Letter of Credit. In the event that the Issuer of a Letter of Credit by an LC Issuing Bank (and an amendment makes available to a Letter the beneficiary of Credit increasing the amount thereof) and without further action on the part of such LC Issuing Bank or the Lenders, such LC Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from such LC Issuing Bank, a participation in such Letter of Credit in an the amount equal necessary to settle the obligations of such Lender’s Proportionate Share of the Stated Amount of Issuer under any draft or demand made under such Letter of CreditCredit (a "Draw Amount") and any Tranche A Lender fails to make available to the Agent for payment to such Issuer such Tranche A Lender's Percentage of the Dollar Equivalent of such Draw Amount on the date (the "Draw Date"), such Tranche A Lender shall pay to the Agent for the benefit of such Issuer on demand an amount, in addition to such Tranche A Lender's Percentage of the Dollar Equivalent of the Draw Amount, equal to interest on such Tranche A Lender's Percentage of the Dollar Equivalent of the Draw Amount for the number of days in the Out of Funds Period at a rate per annum (calculated for the actual number of days elapsed on the basis of a year consisting of 365, or when appropriate 366, days) equal to the Federal Funds Effective Rate; provided, however, that from and after the issuance fifth (5th) day in any Out of Funds Period the applicable rate of interest shall be the Floating Rate rather than the Federal Funds Effective Rate. The obligations of a Tranche A Lender to make payments to and for the account of an Issuer with respect to a Letter of Credit shall be deemed a confirmation irrevocable, not subject to any qualification or exception whatsoever and shall be made in accordance with the LC Issuing Banks terms of such participation in such amount. In consideration this Agreement under all circumstances and in furtherance notwithstanding: (i) any lack of validity or enforceability of this Agreement or any of the foregoingother Loan Documents; (ii) the existence of any claim, each Lender hereby absolutely and unconditionally agrees to pay to Administrative setoff, defense or other right which any Obligor may have at any time against a beneficiary named in any Letter of Credit or any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Agent, for the account Issuer of the relevant LC Issuing Bankany Letter of Credit, such any Tranche A Lender’s Proportionate Share of each Reimbursement Obligation made by such LC Issuing Bank and not reimbursed by Borrower on the date due as provided in Section 2.2.4, or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including, without limitation, any underlying transactions between any Obligor or any Affiliate of any Reimbursement Payment required to be refunded to Borrower for Obligor and the beneficiary named in any reason. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.2.7 in respect Letter of Letters of Credit is absolute and unconditional and shall not be affected by Credit); (iii) any circumstance whatsoever. Each LC Issuing Bank may request the Lenders to pay to such LC Issuing Bank their respective Proportionate Shares of all draft, certificate or any portion of any Drawing Payment made or to be made by such LC Issuing Bank other document presented under any Letter of Credit being forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; (v) any failure by contacting each Lender and Administrative the Agent telephonically (promptly confirmed in writing) within two Banking Days after such LC Issuing Bank has received notice of or request for such Drawing Payment, and specifying the amount of such Drawing Payment, such Lender’s Proportionate Share thereof, and the date on which such Drawing Payment is to be made or was made; provided, however, that such LC Issuing Bank shall not request the Lenders any Issuer to make any payment under reports required pursuant to this Section 2.2.7 in connection with Agreement or any portion of a Drawing Payment the other Loan Documents; (vi) any inability (whether financial or otherwise) or unwillingness (for which such LC Issuing Bank has been reimbursed through a Reimbursement Payment by Borrower (unless such Reimbursement Payment has been thereafter recovered by Borrower). Upon receipt any reason) of any such request for payment from such LC Issuing Bank, each Lender shall pay Obligor to such LC Issuing Bank such Lender’s Proportionate Share of the unreimbursed portion of such Drawing Payment, together with interest thereon at a per annum rate equal to the greater of the Federal Funds Effective Rate from time to time in effect and a rate determined by such LC Issuing Bank in accordance with banking industry rules on interbank compensation, from the date of such Drawing Payment to the date on which such Lender makes payment. Each Lender’s obligation to make each such payment to such LC Issuing Bank shall be absolute, unconditional and irrevocable and shall not be affected by any circumstance whatsoever, including perform its Obligations; (vii) the occurrence or continuance of any Inchoate Default or Event Unmatured Default; or (viii) the unavailability of Default, Canadian Dollars or the failure of any other Lender to make any payment under this Section 2.2.7, and each Lender further agrees that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. If any Reimbursement Payment is made to Administrative Agent or any LC Issuing Bank, Administrative Agent or such LC Issuing Bank, as applicable, shall pay to each Lender which has paid its Proportionate Share of the Drawing Payment such Lender’s Proportionate Share of the Reimbursement Payment and shall, in the case of Administrative Agent, pay to such LC Issuing Bank and, in the case of such LC Issuing Bank, retain, the balance of such Reimbursement PaymentPounds Sterling.