Common use of Lenders’ Participation in Letters of Credit Clause in Contracts

Lenders’ Participation in Letters of Credit. In the event that (1) the Borrower shall fail to reimburse the applicable Facing Agent as provided in Section 2.9(c) in an amount equal to the amount of any drawing honored by the applicable Facing Agent under a Letter of Credit issued by it in accordance with the terms hereof, or (2) any Bank Guarantee shall remain outstanding on the Revolver Termination Date, the applicable Facing Agent shall promptly notify the Administrative Agent and the Administrative Agent shall promptly notify each Revolving Lender, of the unreimbursed amount of such drawing or the amount of such Bank Guarantee, as applicable, and of such Lender’s respective participation therein. Each such Revolving Lender shall purchase a participation interest in such LC Obligation and shall make available to the applicable Facing Agent the Dollar Equivalent of an amount equal to its Pro Rata Share of such drawing in same day funds, at the office of the applicable Facing Agent specified in such notice, in each case not later than 1:00 p.m. (New York City time) on the Business Day after the date such Lender is notified by the Administrative Agent. In the event that any such Lender fails to make available to the applicable Facing Agent the amount of such Lender’s participation in such Letter of Credit as provided in this Section 2.9(d), the applicable Facing Agent shall be entitled to recover such amount on demand from such Lender together with interest at the Federal Funds Rate for two Business Days and thereafter at the Base Rate. Nothing in this Section 2.9(d) shall be deemed to prejudice the right of any Lender to recover from the applicable Facing Agent any amounts made available by such Lender to the applicable Facing Agent pursuant to this Section 2.9(d) in the event that it is determined by a court of competent jurisdiction that the payment with respect to a Letter of Credit by the applicable Facing Agent in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of the applicable Facing Agent. The applicable Facing Agent shall distribute to each other Lender which has paid all amounts payable by it under this Section 2.9(d) with respect to any Letter of Credit issued by the applicable Facing Agent such other Revolving Lender’s Pro Rata Share of all payments received by the applicable Facing Agent from the Borrower in reimbursement of drawings honored by the applicable Facing Agent under such Letter of Credit when such payments are received. Each Lender’s obligation to make Revolving Loans pursuant to Section 2.9(c) or to purchase participations pursuant to this Section 2.9(d) as a result of a drawing under a Letter of Credit shall be absolute and unconditional and without recourse to the applicable Facing Agent and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Facing Agent, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of an Event of Default or a Material Adverse Effect; or (iii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Revolving Loans under Section 2.9(c) is subject to the conditions set forth in Section 5.2.

Lenders’ Participation in Letters of Credit. In the event that (1) the Borrower shall fail to reimburse the applicable Facing Agent as provided in Section 2.9(c) in an amount equal to the amount of any drawing honored by the applicable Facing 50 Agent under a Letter of Credit issued by it in accordance with the terms hereof, or (2) any Bank Guarantee shall remain outstanding on the Revolver Termination Date, the applicable Facing Agent shall promptly notify the Administrative Agent and the Administrative Agent shall promptly notify each Revolving Lender, Lender of the unreimbursed amount of such drawing or the amount of such Bank Guarantee, as applicable, and of such Lender’s 's respective participation therein. Each such Revolving Lender shall purchase a participation interest in such LC Obligation and shall make available to the applicable Facing Agent the Dollar Equivalent of an amount equal to its Revolver Pro Rata Share of such drawing in same day funds, at the office of the applicable Facing Agent specified in such notice, in each case not later than 1:00 p.m. P.M. (New York City time) on the Business Day after the date such Lender is notified by the Administrative Agent. In the event that any such Lender fails to make available to the applicable Facing Agent the amount of such Lender’s 's participation in such Letter of Credit as provided in this Section 2.9(d), the applicable Facing Agent shall be entitled to recover such amount on demand from such Lender together with interest at the Federal Funds Effective Rate for two Business Days and thereafter at the Base Rate. Nothing in this Section 2.9(d) shall be deemed to prejudice the right of any Lender to recover from the applicable Facing Agent any amounts made available by such Lender to the applicable Facing Agent pursuant to this Section 2.9(d) in the event that it is determined by a court of competent jurisdiction that the payment with respect to a Letter of Credit by the applicable Facing Agent in respect of which payment was made by such Lender constituted gross negligence or willful misconduct as determined by a court of competent jurisdiction on the part of the applicable Facing Agent. The applicable Facing Agent shall distribute to each other Lender which has paid all amounts payable by it under this Section 2.9(d) with respect to any Letter of Credit issued by the applicable Facing Agent such other Revolving Lender’s 's Revolver Pro Rata Share of all payments received by the applicable Facing Agent from the Borrower in reimbursement of drawings honored by the applicable Facing Agent under such Letter of Credit when such payments are received. Each Lender’s obligation to make Upon any change in the Revolving Loans Commitments of the Lenders pursuant to Section 2.9(c3.7 or 12.8(c) or otherwise, it is hereby agreed that, with respect to purchase all LC Obligations, there shall be an automatic adjustment to the participations pursuant to this Section 2.9(d) as a result of a drawing under a Letter of Credit shall be absolute and unconditional and without recourse to reflect the applicable Facing Agent and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Facing Agent, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of an Event of Default or a Material Adverse Effect; or (iii) any other circumstance, happening or event whatsoever, whether or not similar to any new Revolver Pro Rata Shares of the foregoing; provided, however, that each Lender’s obligation to make Revolving Loans under Section 2.9(c) is subject to assigning Lender and the conditions set forth in Section 5.2Assignee.

Lenders’ Participation in Letters of Credit. In the event that (1) the Borrower Borrowers shall fail to reimburse the applicable Facing Agent Bank as provided in Section 2.9(cSECTION 2.3(c) in an amount equal to the amount of any drawing honored by the applicable Facing Agent Bank under a Letter of Credit issued by it in accordance with the terms hereof, or (2) any Bank Guarantee shall remain outstanding on the Revolver Termination Date, the applicable Facing Agent Bank shall promptly notify the Administrative Agent and the Administrative Agent shall promptly notify each Revolving Lender, Lender having a Revolving Commitment of the unreimbursed amount of such drawing or the amount of such Bank Guarantee, as applicable, and of such Lender’s 's respective participation therein. Each such Revolving Lender shall purchase a participation interest in such LC Obligation and shall make available to the applicable Facing Agent the Dollar Equivalent of Bank an amount equal to its Revolving Pro Rata Share of such drawing in same day funds, at the office of the applicable Facing Agent Bank specified in such notice, in each case not later than 1:00 p.m. P.M. (New York City time) on the Business Day after the date such Revolving Lender is notified by the Administrative Agent. In the event that any such Lender fails to make available to the applicable Facing Agent Bank the amount of such Revolving Lender’s 's participation in such Letter of Credit as provided in this Section 2.9(dSECTION 2.3(d), the applicable Facing Agent Bank shall be entitled to recover such amount on demand from such Revolving Lender together with interest at the Federal Funds Rate for two Business Days and thereafter at the Base Rate. Nothing in this Section 2.9(dSECTION 2.3(d) shall be deemed to prejudice the right of any Revolving Lender to recover from the applicable Facing Agent Bank any amounts made available by such Revolving Lender to the applicable Facing Agent Bank pursuant to this Section 2.9(dSECTION 2.3(d) in the event that it is determined by a court of competent jurisdiction that the payment with respect to a Letter of Credit by the applicable Facing Agent Bank in respect of which payment was made by such Revolving Lender constituted gross negligence or willful misconduct on the part of the applicable Facing AgentBank. The applicable Facing Agent Bank shall distribute to each other Revolving Lender which has paid all amounts payable by it under this Section 2.9(dSECTION 2.3(d) with respect to any Letter of Credit issued by the applicable Facing Agent Bank such other Revolving Lender’s 's Revolving Pro Rata Share of all payments received by the applicable Facing Agent Bank from the Borrower in reimbursement of drawings honored by the applicable Facing Agent Bank under such Letter of Credit when such payments are received. Each Revolving Lender’s 's obligation to make Revolving Loans pursuant to Section 2.9(cSECTION 2.3(c) or to purchase participations pursuant to this Section 2.9(dSECTION 2.3(d) as a result of a drawing under a Letter of Credit shall be absolute and unconditional and without recourse to the applicable Facing Agent Bank and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender may have against the Facing AgentBank, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default, an Event of Default or a Material Adverse Effect; or (iii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Revolving Loans under Section 2.9(c) is subject to the conditions set forth in Section 5.2.

Lenders’ Participation in Letters of Credit. Immediately upon the issuance by the Agent of any Letter of Credit each Lender shall be deemed to have irrevocably and unconditionally purchased and received from the Agent, without recourse or warranty, an undivided interest and participation to the extent of such Lender’s Commitment Percentage of the liability of the Agent with respect to such Letter of Credit, and each Lender thereby shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and shall be unconditionally obligated to the Agent to pay and discharge when due, such Lender’s Commitment Percentage of the Agent’s liability under such Letter of Credit. In addition, upon the event that making of each payment by a Lender to the Agent in respect of any Letter of Credit pursuant to the immediately following subsection (1j), such Lender shall, automatically and without any further action on the part of the Agent or such Lender, acquire (i) the Borrower shall fail to reimburse the applicable Facing Agent as provided in Section 2.9(c) a participation in an amount equal to such payment in the amount of any drawing honored Reimbursement Obligation owing to the Agent by the applicable Facing Agent under a Letter Borrowers in respect of Credit issued by it in accordance with the terms hereof, or (2) any Bank Guarantee shall remain outstanding on the Revolver Termination Date, the applicable Facing Agent shall promptly notify the Administrative Agent and the Administrative Agent shall promptly notify each Revolving Lender, of the unreimbursed amount of such drawing or the amount of such Bank Guarantee, as applicable, and of such Lender’s respective participation therein. Each such Revolving Lender shall purchase a participation interest in such LC Obligation and shall make available to the applicable Facing Agent the Dollar Equivalent of an amount equal to its Pro Rata Share of such drawing in same day funds, at the office of the applicable Facing Agent specified in such notice, in each case not later than 1:00 p.m. (New York City time) on the Business Day after the date such Lender is notified by the Administrative Agent. In the event that any such Lender fails to make available to the applicable Facing Agent the amount of such Lender’s participation in such Letter of Credit as provided and (ii) a participation in this Section 2.9(d), a percentage equal to such Lender’s Commitment Percentage in any interest or other amounts payable by the applicable Facing Agent shall be entitled to recover Borrowers in respect of such amount on demand from such Lender together with interest at Reimbursement Obligation (other than the Federal Funds Rate for two Business Days and thereafter at the Base Rate. Nothing in this Section 2.9(d) shall be deemed to prejudice the right of any Lender to recover from the applicable Facing Agent any amounts made available by such Lender Fees payable to the applicable Facing Agent pursuant to this the third and last sentences of Section 2.9(d) 3.6(b)). Notwithstanding the foregoing, in the event that it of a default in any Lender’s obligations to fund under this Agreement exists or any Lender is determined by a court of competent jurisdiction that at such time an Impacted Lender, the payment with respect to a Letter of Credit by the applicable Facing Agent in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of the applicable Facing Agent. The applicable Facing Agent shall distribute have the right, but not the obligation, to each other Lender which has paid all amounts payable by it under this Section 2.9(d) with respect refuse to issue any Letter of Credit issued by unless the applicable Facing Agent has entered into satisfactory arrangements with the Borrowers and/or such other Revolving Impacted Lender to eliminate the Agent’s risk with respect to such Impacted Lender’s Pro Rata Share of all payments received by the applicable Facing Agent from the Borrower in reimbursement of drawings honored by the applicable Facing Agent under such Letter of Credit when such payments are received. Each Lender’s obligation to make Revolving Loans pursuant to Section 2.9(c) or to purchase participations pursuant to this Section 2.9(d) as a result of a drawing under a Letter of Credit shall be absolute and unconditional and without recourse to the applicable Facing Agent and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Facing Agent, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of an Event of Default or a Material Adverse Effect; or (iii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Revolving Loans under Section 2.9(c) is subject to the conditions set forth in Section 5.2.

Lenders’ Participation in Letters of Credit. In the event that (1) the Borrower shall fail to reimburse the applicable Facing Agent as provided in Section 2.9(c2.10(c) in an amount equal to the amount of any drawing honored by the applicable Facing Agent under a Letter of Credit issued by it in accordance with the terms hereof, or (2) any Bank Guarantee shall remain outstanding on the Revolver Termination Date, the applicable Facing Agent shall promptly notify the Administrative Agent and the Administrative Agent shall promptly notify each Domestic Revolving LenderLender (in the case of a Domestic LC Obligation) or each Multicurrency Revolving Lender (in the case of a Multicurrency LC Obligation), of the unreimbursed amount of such drawing or the amount of such Bank Guarantee, as applicable, and of such Lender’s 's respective participation therein. Each such (x) Domestic Revolving Lender shall purchase a participation interest in such Domestic LC Obligation and shall make available to the applicable Facing Agent an amount equal to its Domestic Revolver Pro Rata Share of the Dollar Equivalent of such drawing in same day funds, at the office of the applicable Facing Agent specified in such notice, and (y) Multicurrency Revolving Lender shall purchase a participation interest in such Multicurrency LC Obligation and shall make available to the applicable Facing Agent the Dollar Equivalent of an amount equal to its Multicurrency Revolver Pro Rata Share of such drawing in same day funds, at the office of the applicable Facing Agent specified in such notice, in each case not later than 1:00 p.m. (New York City time) on the Business Day after the date such Lender is notified by the Administrative Agent. In the event that any such Lender fails to make available to the applicable Facing Agent the amount of such Lender’s 's participation in such Letter of Credit as provided in this Section 2.9(d2.10(d), the applicable Facing Agent shall be entitled to recover such amount on demand from such Lender together with interest at the Federal Funds Rate for two Business Days and thereafter at the Base Rate. Nothing in this Section 2.9(d2.10(d) shall be deemed to prejudice the right of any Lender to recover from the applicable Facing Agent any amounts made available by such Lender to the applicable Facing Agent pursuant to this Section 2.9(d2.10(d) in the event that it is determined by a court of competent jurisdiction that the payment with respect to a Letter of Credit by the applicable Facing Agent in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of the applicable Facing Agent. The applicable Facing Agent shall distribute to each other Lender which has paid all amounts payable by it under this Section 2.9(d2.10(d) with respect to any Letter of Credit issued by the applicable Facing Agent such other Domestic Revolving Lender’s 's Domestic Revolver Pro Rata Share (in the case of a Domestic LC Obligation) or Multicurrency Revolving Lender's Multicurrency Revolver Pro Rata Share (in the case of a Multicurrency LC Obligation) of all payments received by the applicable Facing Agent from the Borrower in reimbursement of drawings honored by the applicable Facing Agent under such Letter of Credit when such payments are received. Each Lender’s 's obligation to make Domestic Revolving Loans or Multicurrency Revolving Loans, as the case may be, pursuant to Section 2.9(c2.10(c) or to purchase participations pursuant to this Section 2.9(d2.10(d) as a result of a drawing under a Letter of Credit shall be absolute and unconditional and without recourse to the applicable Facing Agent and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Facing Agent, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of an Event of Default or a Material Adverse Effect; or (iii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided, however, that each Lender’s 's obligation to make Domestic Revolving Loans or Multicurrency Revolving Loans, as the case may be, under Section 2.9(c2.10(c) is subject to the conditions set forth in Section 5.2.

Lenders’ Participation in Letters of Credit. In the event that (1) the Borrower shall fail to reimburse the applicable Facing Agent as provided in Section SECTION 2.9(c) in an amount equal to the amount of any drawing honored by the applicable Facing Agent under a Letter of Credit issued by it in accordance with the terms hereof, or (2) any Bank Guarantee shall remain outstanding on the Revolver Termination Date, the applicable Facing Agent shall promptly notify the Administrative Agent and the Administrative Agent shall promptly notify each Revolving Lender, Lender of the unreimbursed amount of such drawing or the amount of such Bank Guarantee, as applicable, and of such Lender’s 's respective participation therein. Each such Revolving Lender shall purchase a participation interest in such LC Obligation and shall make available to the applicable Facing Agent the Dollar Equivalent of an amount equal to its Pro Rata Share Commitment Percentage of such drawing in same day funds, at the office of the applicable Facing Agent specified in such notice, in each case not later than 1:00 p.m. P.M. (New York City time) on the Business Day after the date such Lender is notified by the Administrative Agent. In the event that any such Lender fails to make available to the applicable Facing Agent the amount of such Lender’s 's participation in such Letter of Credit as provided in this Section SECTION 2.9(d), the applicable Facing Agent shall be entitled to recover such amount on demand from such Lender together with interest at the Federal Funds Effective Rate for two Business Days and thereafter at the Base Rate. Nothing in this Section SECTION 2.9(d) shall be deemed to prejudice the right of any Lender to recover from the applicable Facing Agent any amounts made available by such Lender to the applicable Facing Agent pursuant to this Section SECTION 2.9(d) in the event that it is determined by a court of competent jurisdiction that the payment with respect to a Letter of Credit by the applicable Facing Agent in respect of which payment was made by such Lender constituted gross negligence or willful misconduct as determined by a court of competent jurisdiction on the part of the applicable Facing Agent. The applicable Facing Agent shall distribute to each other Lender which has paid all amounts payable by it under this Section SECTION 2.9(d) with respect to any Letter of Credit issued by the applicable Facing Agent such other Revolving Lender’s Pro Rata Share 's Commitment Percentage of all payments received by the applicable Facing Agent from the Borrower in reimbursement of drawings honored by the applicable Facing Agent under such Letter of Credit when such payments are received. Each Lender’s obligation to make Upon any change in the Revolving Loans Commitments of the Lenders pursuant to Section 2.9(cSECTION 3.7 OR 12.8(c) or otherwise, it is hereby agreed that, with respect to purchase all LC Obligations, there shall be an automatic adjustment to the participations pursuant to this Section SECTION 2.9(d) as a result of a drawing under a Letter of Credit shall be absolute and unconditional and without recourse to reflect the applicable Facing Agent and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Facing Agent, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of an Event of Default or a Material Adverse Effect; or (iii) any other circumstance, happening or event whatsoever, whether or not similar to any new Commitment Percentages of the foregoing; provided, however, that each Lender’s obligation to make Revolving Loans under Section 2.9(c) is subject to assigning Lender and the conditions set forth in Section 5.2Assignee.

Lenders’ Participation in Letters of Credit. In the event that (1) the Borrower Borrowers shall fail to reimburse the applicable Facing Agent Bank as provided in Section 2.9(c2.3(c) in an amount equal to the amount of any drawing honored by the applicable Facing Agent Bank under a Letter of Credit issued by it in accordance with the terms hereof, or (2) any Bank Guarantee shall remain outstanding on the Revolver Termination Date, the applicable Facing Agent Bank shall promptly notify the Administrative Agent and the Administrative Agent shall promptly notify each Revolving Lender, Lender having a Revolving Commitment of the unreimbursed amount of such drawing or the amount of such Bank Guarantee, as applicable, and of such Lender’s respective participation therein. Each such Revolving Lender shall purchase a participation interest in such LC Obligation and shall make available to the applicable Facing Agent the Dollar Equivalent of Bank an amount equal to its Revolving Pro Rata Share of such drawing in same day funds, at the office of the applicable Facing Agent Bank specified in such notice, in each case not later than 1:00 p.m. P.M. (New York City time) on the Business Day after the date such Revolving Lender is notified by the Administrative Agent. In the event that any such Lender fails to make available to the applicable Facing Agent Bank the amount of such Revolving Lender’s participation in such Letter of Credit as provided in this Section 2.9(d2.3(d), the applicable Facing Agent Bank shall be entitled to recover such amount on demand from such Revolving Lender together with interest at the Federal Funds Rate for two Business Days and thereafter at the Base Rate. Nothing in this Section 2.9(d2.3(d) shall be deemed to prejudice the right of any Revolving Lender to recover from the applicable Facing Agent Bank any amounts made available by such Revolving Lender to the applicable Facing Agent Bank pursuant to this Section 2.9(d2.3(d) in the event that it is determined by a court of competent jurisdiction that the payment with respect to a Letter of Credit by the applicable Facing Agent Bank in respect of which payment was made by such Revolving Lender constituted gross negligence or willful misconduct on the part of the applicable Facing AgentBank. The applicable Facing Agent Bank shall distribute to each other Revolving Lender which has paid all amounts payable by it under this Section 2.9(d2.3(d) with respect to any Letter of Credit issued by the applicable Facing Agent Bank such other Revolving Lender’s Revolving Pro Rata Share of all payments received by the applicable Facing Agent Bank from the Borrower in reimbursement of drawings honored by the applicable Facing Agent Bank under such Letter of Credit when such payments are received. Each Revolving Lender’s obligation to make Revolving Loans pursuant to Section 2.9(c2.3(c) or to purchase participations pursuant to this Section 2.9(d2.3(d) as a result of a drawing under a Letter of Credit shall be absolute and unconditional and without recourse to the applicable Facing Agent Bank and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender may have against the Facing AgentBank, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default, an Event of Default or a Material Adverse Effect; or (iii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Revolving Loans under Section 2.9(c) is subject to the conditions set forth in Section 5.2.

Lenders’ Participation in Letters of Credit. Immediately upon the issuance by the Agent of any Letter of Credit each Lender shall be deemed to have irrevocably and unconditionally purchased and received from the Agent, without recourse or warranty, an undivided interest and participation to the extent of such Lender’s Commitment Percentage of the liability of the Agent with respect to such Letter of Credit, and each Lender thereby shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and shall be unconditionally obligated to the Agent to pay and discharge when due, such Lender’s Commitment Percentage of the Agent’s liability under such Letter of Credit. In addition, upon the event that making of each payment by a Lender to the Agent in respect of any Letter of Credit pursuant to the immediately following subsection (1j), such Lender shall, automatically and without any further action on the part of the Agent or such Lender, acquire (i) the Borrower shall fail to reimburse the applicable Facing Agent as provided in Section 2.9(c) a participation in an amount equal to such payment in the amount of any drawing honored Reimbursement Obligation owing to the Agent by the applicable Facing Agent under a Letter Borrowers in respect of Credit issued by it in accordance with the terms hereof, or (2) any Bank Guarantee shall remain outstanding on the Revolver Termination Date, the applicable Facing Agent shall promptly notify the Administrative Agent and the Administrative Agent shall promptly notify each Revolving Lender, of the unreimbursed amount of such drawing or the amount of such Bank Guarantee, as applicable, and of such Lender’s respective participation therein. Each such Revolving Lender shall purchase a participation interest in such LC Obligation and shall make available to the applicable Facing Agent the Dollar Equivalent of an amount equal to its Pro Rata Share of such drawing in same day funds, at the office of the applicable Facing Agent specified in such notice, in each case not later than 1:00 p.m. (New York City time) on the Business Day after the date such Lender is notified by the Administrative Agent. In the event that any such Lender fails to make available to the applicable Facing Agent the amount of such Lender’s participation in such Letter of Credit as provided and (ii) a participation in this Section 2.9(d), a percentage equal to such Lender’s Commitment Percentage in any interest or other amounts payable by the applicable Facing Agent shall be entitled to recover Borrowers in respect of such amount on demand from such Lender together with interest at Reimbursement Obligation (other than the Federal Funds Rate for two Business Days and thereafter at the Base Rate. Nothing in this Section 2.9(d) shall be deemed to prejudice the right of any Lender to recover from the applicable Facing Agent any amounts made available by such Lender Fees payable solely to the applicable Facing Agent pursuant to this Section 2.9(d) 3.6(b). Notwithstanding the foregoing, in the event that it of a default in any Lender's obligations to fund under this Agreement exists or any Lender is determined by at such time a court of competent jurisdiction that Defaulting Lender, the payment with respect to a Letter of Credit by the applicable Facing Agent in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of the applicable Facing Agent. The applicable Facing Agent shall distribute have the right, but not the obligation, to each other Lender which has paid all amounts payable by it under this Section 2.9(d) with respect refuse to issue any Letter of Credit issued by unless the applicable Facing Agent such other Revolving Lender’s Pro Rata Share of all payments received by the applicable Facing Agent from has entered into satisfactory arrangements with the Borrower in reimbursement of drawings honored by and/or such Defaulting Lender to eliminate the applicable Facing Agent under Agent’s risk with respect to such Letter of Credit when such payments are received. Each Defaulting Lender’s obligation to make Revolving Loans pursuant to Section 2.9(c) or to purchase participations pursuant to this Section 2.9(d) as a result of a drawing under a Letter of Credit shall be absolute and unconditional and without recourse to the applicable Facing Agent and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Facing Agent, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of an Event of Default or a Material Adverse Effect; or (iii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Revolving Loans under Section 2.9(c) is subject to the conditions set forth in Section 5.2.

Lenders’ Participation in Letters of Credit. Immediately upon the issuance by the Agent of any Letter of Credit each Lender shall be deemed to have irrevocably and unconditionally purchased and received from the Agent, without recourse or warranty, an undivided interest and participation to the extent of such Lender’s Commitment Percentage of the liability of the Agent with respect to such Letter of Credit, and each Lender thereby shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and shall be unconditionally obligated to the Agent to pay and discharge when due, such Lender’s Commitment Percentage of the Agent’s liability under such Letter of Credit. In addition, upon the event that making of each payment by a Lender to the Agent in respect of any Letter of Credit pursuant to the immediately following subsection (1j), such Lender shall, automatically and without any further action on the part of the Agent or such Lender, acquire (i) the Borrower shall fail to reimburse the applicable Facing Agent as provided in Section 2.9(c) a participation in an amount equal to such payment in the amount of any drawing honored Reimbursement Obligation owing to the Agent by the applicable Facing Agent under a Letter Borrowers in respect of Credit issued by it in accordance with the terms hereof, or (2) any Bank Guarantee shall remain outstanding on the Revolver Termination Date, the applicable Facing Agent shall promptly notify the Administrative Agent and the Administrative Agent shall promptly notify each Revolving Lender, of the unreimbursed amount of such drawing or the amount of such Bank Guarantee, as applicable, and of such Lender’s respective participation therein. Each such Revolving Lender shall purchase a participation interest in such LC Obligation and shall make available to the applicable Facing Agent the Dollar Equivalent of an amount equal to its Pro Rata Share of such drawing in same day funds, at the office of the applicable Facing Agent specified in such notice, in each case not later than 1:00 p.m. (New York City time) on the Business Day after the date such Lender is notified by the Administrative Agent. In the event that any such Lender fails to make available to the applicable Facing Agent the amount of such Lender’s participation in such Letter of Credit as provided and (ii) a participation in this Section 2.9(d), a percentage equal to such Lender’s Commitment Percentage in any interest or other amounts payable by the applicable Facing Agent shall be entitled to recover Borrowers in respect of such amount on demand from such Lender together with interest at Reimbursement Obligation (other than the Federal Funds Rate for two Business Days and thereafter at the Base Rate. Nothing in this Section 2.9(d) shall be deemed to prejudice the right of any Lender to recover from the applicable Facing Agent any amounts made available by such Lender Fees payable to the applicable Facing Agent pursuant to this the third and last sentences of Section 2.9(d) 3.6.(b)). Notwithstanding the foregoing, in the event that it of a default in any Lender’s obligations to fund under this Agreement exists or any Lender is determined by a court of competent jurisdiction that at such time an Impacted Lender, the payment with respect to a Letter of Credit by the applicable Facing Agent in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of the applicable Facing Agent. The applicable Facing Agent shall distribute have the right, but not the obligation, to each other Lender which has paid all amounts payable by it under this Section 2.9(d) with respect refuse to issue any Letter of Credit issued by unless the applicable Facing Agent has entered into satisfactory arrangements with the Borrowers and/or such other Revolving Impacted Lender to eliminate the Agent’s risk with respect to such Impacted Lender’s Pro Rata Share of all payments received by the applicable Facing Agent from the Borrower in reimbursement of drawings honored by the applicable Facing Agent under such Letter of Credit when such payments are received. Each Lender’s obligation to make Revolving Loans pursuant to Section 2.9(c) or to purchase participations pursuant to this Section 2.9(d) as a result of a drawing under a Letter of Credit shall be absolute and unconditional and without recourse to the applicable Facing Agent and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Facing Agent, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of an Event of Default or a Material Adverse Effect; or (iii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Revolving Loans under Section 2.9(c) is subject to the conditions set forth in Section 5.2.

Lenders’ Participation in Letters of Credit. In the event that (1) the Borrower shall fail to reimburse the applicable Facing Agent as provided in Section 2.9(c) in an amount equal to the amount of any drawing honored by the applicable Facing Agent under a Letter of Credit issued by it in accordance with the terms hereof, or (2) any Bank Guarantee shall remain outstanding on the Revolver Termination Date, the applicable Facing Agent shall promptly notify the Administrative Agent and the Administrative Agent shall promptly notify each Revolving Lender, Lender of the unreimbursed amount of such drawing or the amount of such Bank Guarantee, as applicable, and of such Revolving Lender’s respective participation therein. Each such Revolving Lender shall purchase a participation interest in such LC Obligation and shall make available to the applicable Facing Agent the Dollar Equivalent of an amount equal to its Pro Rata Share Commitment Percentage of such drawing in same day funds, at the office of the applicable Facing Agent specified in such notice, in each case not later than 1:00 p.m. P.M. (New York City time) on the Business Day after the date such Revolving Lender is notified by the Administrative Agent. In the event that any such Revolving Lender fails to make available to the applicable Facing Agent the amount of such Revolving Lender’s participation in such Letter of Credit as provided in this Section 2.9(d), the applicable Facing Agent shall be entitled to recover such amount on demand from such Lender together with interest at the Federal Funds Effective Rate for two Business Days and thereafter at the Base Rate. Nothing in this Section 2.9(d) shall be deemed to prejudice the right of any Revolving Lender to recover from the applicable Facing Agent any amounts made available by such Revolving Lender to the applicable Facing Agent pursuant to this Section 2.9(d) in the event that it is determined by a court of competent jurisdiction that the payment with respect to a Letter of Credit by the applicable Facing Agent in respect of which payment was made by such Revolving Lender constituted gross negligence or willful misconduct as determined by a court of competent jurisdiction on the part of the applicable Facing Agent. The applicable Facing Agent shall distribute to each other Revolving Lender which has paid all amounts payable by it under this Section 2.9(d) with respect to any Letter of Credit issued by the applicable Facing Agent such other Revolving Lender’s Pro Rata Share Commitment Percentage of all payments received by the applicable Facing Agent from the Borrower in reimbursement of drawings honored by the applicable Facing Agent under such Letter of Credit when such payments are received. Each Lender’s obligation to make Upon any change in the Revolving Loans Commitments of the Revolving Lenders pursuant to Section 2.9(c3.7 or 12.8(c) or otherwise, it is hereby agreed that, with respect to purchase all LC Obligations, there shall be an automatic adjustment to the participations pursuant to this Section 2.9(d) as a result of a drawing under a Letter of Credit shall be absolute and unconditional and without recourse to reflect the applicable Facing Agent and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Facing Agent, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of an Event of Default or a Material Adverse Effect; or (iii) any other circumstance, happening or event whatsoever, whether or not similar to any new Commitment Percentages of the foregoing; provided, however, that each Lender’s obligation to make Revolving Loans under Section 2.9(c) is subject to assigning Lender and the conditions set forth in Section 5.2Assignee.

Lenders’ Participation in Letters of Credit. In the event that (1) the Borrower shall fail to reimburse the applicable Facing Agent as provided in Section 2.9(c) in an amount equal to the amount of any drawing honored by the applicable Facing Agent under a Letter of Credit issued by it in accordance with the terms hereof, or (2) any Bank Guarantee shall remain outstanding on the Revolver Termination Date, the applicable Facing Agent shall promptly notify the Administrative Agent and the Administrative Agent shall promptly notify each Revolving Lender, Lender of the unreimbursed amount of such drawing or the amount of such Bank Guarantee, as applicable, and of such Lender’s 's respective participation therein. Each such Revolving Lender shall purchase a participation interest in such LC Obligation and shall make available to the applicable Facing Agent the Dollar Equivalent of an amount equal to its Revolver Pro Rata Share or Term A Pro Rata Share, as applicable, of such drawing in same day funds, at the office of the applicable Facing Agent specified in such notice, in each case not later than 1:00 p.m. P.M. (New York City time) on the Business Day after the date such Lender is notified by the Administrative Agent. In the event that any such Lender fails to make available to the applicable Facing Agent the amount of such Lender’s 's participation in such Letter of Credit as provided in this Section 2.9(d), the applicable Facing Agent shall be entitled to recover such amount on demand from such Lender together with interest at the Federal Funds Rate for two Business Days and thereafter at the Base Rate. Nothing in this Section 2.9(d) shall be deemed to prejudice the right of any Lender to recover from the applicable Facing Agent any amounts made available by such Lender to the applicable Facing Agent pursuant to this Section 2.9(d) in the event that it is determined by a court of competent jurisdiction that the payment with respect to a Letter of Credit by the applicable Facing Agent in respect of which payment was made by such Lender constituted gross negligence or willful misconduct as determined by a court of competent jurisdiction on the part of the applicable Facing Agent. The applicable Facing Agent shall distribute to each other Lender which has paid all amounts payable by it under this Section 2.9(d) with respect to any Letter of Credit issued by the applicable Facing Agent such other Revolving Lender’s 's Revolver Pro Rata Share or Term A Pro Rata Share, as applicable, of all payments received by the applicable Facing Agent from the Borrower in reimbursement of drawings honored by the applicable Facing Agent under such Letter of Credit when such payments are received. Each Lender’s obligation to make Upon any change in the Revolving Loans Commitments or Term A Commitments of the Lenders pursuant to Section 2.9(c3.7 or 12.8(c) or otherwise, it is hereby agreed that, with respect to purchase all LC Obligations, there shall be an automatic adjustment to the participations pursuant to this Section 2.9(d) as a result to reflect the new Revolver Pro Rata Shares of a drawing under a Letter of Credit the assigning Lender and the Assignee and with respect to all Rollover LC Obligations, there shall be absolute and unconditional and without recourse an automatic adjustment to the applicable Facing Agent and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Facing Agent, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of an Event of Default or a Material Adverse Effect; or (iii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Revolving Loans under Section 2.9(c) is subject to the conditions set forth in Section 5.2.participations pursuant to

Lenders’ Participation in Letters of Credit. In the event that (1) the Borrower shall fail to reimburse the applicable Facing Agent as provided in Section 2.9(c) in an amount equal to the amount of any drawing honored by the applicable Facing Agent under a Letter of Credit issued by it in accordance with the terms hereof, or (2) any Bank Guarantee shall remain outstanding on the Revolver Termination Date, the applicable Facing Agent shall promptly notify the Administrative Agent and the Administrative Agent shall promptly notify each Revolving Lender, Lender of the unreimbursed amount of such drawing or the amount of such Bank Guarantee, as applicable, and of such Revolving Lender’s 's respective participation therein. Each such Revolving Lender shall purchase a participation interest in such LC Obligation and shall make available to the applicable Facing Agent the Dollar Equivalent of an amount equal to its Pro Rata Share Commitment Percentage of such drawing in same day funds, at the office of the applicable Facing Agent specified in such notice, in each case not later than 1:00 p.m. P.M. (New York City time) on the Business Day after the date such Revolving Lender is notified by the Administrative Agent. In the event that any such Revolving Lender fails to make available to the applicable Facing Agent the amount of such Revolving Lender’s 's participation in such Letter of Credit as provided in this Section 2.9(d), the applicable Facing Agent shall be entitled to recover such amount on demand from such Lender together with interest at the Federal Funds Effective Rate for two Business Days and thereafter at the Base Rate. Nothing in this Section 2.9(d) shall be deemed to prejudice the right of any Revolving Lender to recover from the applicable Facing Agent any amounts made available by such Revolving Lender to the applicable Facing Agent pursuant to this Section 2.9(d) in the event that it is determined by a court of competent jurisdiction that the payment with respect to a Letter of Credit by the applicable Facing Agent in respect of which payment was made by such Revolving Lender constituted gross negligence or willful misconduct as determined by a court of competent jurisdiction on the part of the applicable Facing Agent. The applicable Facing Agent shall distribute to each other Revolving Lender which has paid all amounts payable by it under this Section 2.9(d) with respect to any Letter of Credit issued by the applicable Facing Agent such other Revolving Lender’s Pro Rata Share 's Commitment Percentage of all payments received by the applicable Facing Agent from the Borrower in reimbursement of drawings honored by the applicable Facing Agent under such Letter of Credit when such payments are received. Each Lender’s obligation to make Upon any change in the Revolving Loans Commitments of the Revolving Lenders pursuant to Section 2.9(c3.7 or 12.8(c) or otherwise, it is hereby agreed that, with respect to purchase all LC Obligations, there shall be an automatic adjustment to the participations pursuant to this Section 2.9(d) as a result of a drawing under a Letter of Credit shall be absolute and unconditional and without recourse to reflect the applicable Facing Agent and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Facing Agent, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of an Event of Default or a Material Adverse Effect; or (iii) any other circumstance, happening or event whatsoever, whether or not similar to any new Commitment Percentages of the foregoing; provided, however, that each Lender’s obligation to make Revolving Loans under Section 2.9(c) is subject to assigning Lender and the conditions set forth in Section 5.2Assignee.

Lenders’ Participation in Letters of Credit. In the event that (1) the Borrower shall fail to reimburse the applicable Facing Agent as provided in Section 2.9(cSECTION 2.10(c) in an amount equal to the amount of any drawing honored by the applicable Facing Agent under a Letter of Credit issued by it in accordance with the terms hereof, or (2) any Bank Guarantee shall remain outstanding on the Revolver Termination Date, the applicable Facing Agent shall promptly notify the Administrative Agent and the Administrative Agent shall promptly notify each Revolving Lender, Lender of the unreimbursed amount of such drawing or the amount of such Bank Guarantee, as applicable, and of such Lender’s 's respective participation therein. Each such Revolving Lender shall purchase (x) a participation interest in such Domestic LC Obligation and shall make available to the applicable Facing Agent the Dollar Equivalent of in Dollars, an amount equal to its Revolver Pro Rata Share of such drawing in same day funds, at the office of the applicable Facing Agent specified in such notice, and (y) a participation interest in such Multicurrency LC Obligation and shall make available to the applicable Facing Agent, in Euro, an amount equal to its Revolver Pro Rata Share of such drawing in same day funds, at the office of the applicable Facing Agent specified in such notice, in each case not later than 1:00 p.m. (New York City time) on the Business Day after the date such Lender is notified by the Administrative Agent. In the event that any such Lender fails to make available to the applicable Facing Agent the amount of such Lender’s 's participation in such Letter of Credit as provided in this Section 2.9(dSECTION 2.10(d), the applicable Facing Agent shall be entitled to recover such amount on demand from such Lender together with interest (x) at the Federal Funds Rate for two (2) Business Days and thereafter at the Base RateRate for such payment obligations denominated in Dollars and (y) at the rate customary in Euro for settlement of similar interbank obligations, as quoted by the Facing Agent for two (2) Business Days and thereafter at the rate per annum applicable to Eurocurrency Loans having an Interest Period of seven days for such payment obligations denominated in Euro. Nothing in this Section 2.9(dSECTION 2.10(d) shall be deemed to prejudice the right of any Lender to recover from the applicable Facing Agent any amounts made available by such Lender to the applicable Facing Agent pursuant to this Section 2.9(dSECTION 2.10(d) in the event that it is determined by a court of competent jurisdiction that the payment with respect to a Letter of Credit by the applicable Facing Agent in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of the applicable Facing Agent. The applicable Facing Agent shall distribute to each other Lender which has paid all amounts payable by it under this Section 2.9(dSECTION 2.10(d) with respect to any Letter of Credit issued by the applicable Facing Agent such other Revolving Lender’s 's Revolver Pro Rata Share of all payments received by the applicable Facing Agent from the Borrower in reimbursement of drawings honored by the applicable Facing Agent under such Letter of Credit when such payments are received. Each Lender’s 's obligation to make Revolving Loans pursuant to Section 2.9(cSECTION 2.10(c) or to purchase participations pursuant to this Section 2.9(dSECTION 2.10(d) as a result of a drawing under a Letter of Credit shall be absolute and unconditional and without recourse to the applicable Facing Agent and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Facing Agent, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of an Event of Default or a Material Adverse Effect; or (iii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Revolving Loans under Section 2.9(c) is subject to the conditions set forth in Section 5.2.

Lenders’ Participation in Letters of Credit. In the event that (1) the Borrower shall fail to reimburse the applicable Facing Agent as provided in Section SECTION 2.9(c) in an amount equal to the amount of any drawing honored by the applicable Facing Agent under a Letter of Credit issued by it in accordance with the terms hereof, or (2) any Bank Guarantee shall remain outstanding on the Revolver Termination Date, the applicable Facing Agent shall promptly notify the Administrative Agent and the Administrative Agent shall promptly notify each Revolving Lender, Lender of the unreimbursed amount of such drawing or the amount of such Bank Guarantee, as applicable, and of such Lender’s 's respective participation therein. Each such Revolving Lender shall purchase a participation interest in such LC Obligation and shall make available to the applicable Facing Agent the Dollar Equivalent of an amount equal to its Pro Rata Share Commitment Percentage of such drawing in same day funds, at the office of the applicable Facing Agent specified in such notice, in each case not later than 1:00 p.m. P.M. (New York City time) on the Business Day after the date such Lender is notified by the Administrative Agent. In the event that any such Lender fails to make available to the applicable Facing Agent the amount of such Lender’s 's participation in such Letter of Credit as provided in this Section SECTION 2.9(d), the applicable Facing Agent shall be entitled to recover such amount on demand from such Lender together with interest at the Federal Funds Effective Rate for two Business Days and thereafter at the Base Rate. Nothing in this Section SECTION 2.9(d) shall be deemed to prejudice the right of any Lender to recover from the applicable Facing Agent any amounts made available by such Lender to the applicable Facing Agent pursuant to this Section SECTION 2.9(d) in the event that it is determined by a court of competent jurisdiction that the payment with respect to a Letter of Credit by the applicable Facing Agent in respect of which payment was made by such Lender constituted gross negligence or willful misconduct as determined by a court of competent jurisdiction on the part of the applicable Facing Agent. The applicable Facing Agent shall distribute to each other Lender which has paid all amounts payable by it under this Section SECTION 2.9(d) with respect to any Letter of Credit issued by the applicable Facing Agent such other Revolving Lender’s Pro Rata Share 's Commitment Percentage of all payments received by the applicable Facing Agent from the Borrower in reimbursement of drawings honored by the applicable Facing Agent under such Letter of Credit when such payments are received. Each Lender’s obligation to make Upon any change in the Revolving Loans Commitments of the Lenders pursuant to Section 2.9(cSECTION 3.7 or 12.8(c) or otherwise, it is hereby agreed that, with respect to purchase all LC Obligations, there shall be an automatic adjustment to the participations pursuant to this Section SECTION 2.9(d) as a result of a drawing under a Letter of Credit shall be absolute and unconditional and without recourse to reflect the applicable Facing Agent and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Facing Agent, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of an Event of Default or a Material Adverse Effect; or (iii) any other circumstance, happening or event whatsoever, whether or not similar to any new Commitment Percentages of the foregoing; provided, however, that each Lender’s obligation to make Revolving Loans under Section 2.9(c) is subject to assigning Lender and the conditions set forth in Section 5.2Assignee.

Lenders’ Participation in Letters of Credit. In the event that (1) the Borrower shall fail to reimburse the applicable Facing Agent as provided in Section 2.9(c) in an amount equal to the amount of any drawing honored by the applicable Facing Agent under a Letter of Credit issued by it in accordance with the terms hereof, or (2) any Bank Guarantee shall remain outstanding on the Revolver Termination Date, the applicable Facing Agent shall promptly notify the Administrative Agent and the Administrative Agent shall promptly notify each Revolving Lender, Lender of the unreimbursed amount of such drawing or the amount of such Bank Guarantee, as applicable, and of such Lender’s 's respective participation therein. Each such Revolving Lender shall purchase a participation interest in such LC Obligation and shall make available to the applicable Facing Agent the Dollar Equivalent of an amount equal to its Revolver Pro Rata Share of such drawing in same day funds, at the office of the applicable Facing Agent specified in such notice, in each case not later than 1:00 p.m. P.M. (New York City time) on the Business Day after the date such Lender is notified by the Administrative Agent. In the event that any such Lender fails to make available to the applicable Facing Agent the amount of such Lender’s 's participation in such Letter of Credit as provided in this Section 2.9(d), the applicable Facing Agent shall be entitled to recover such amount on demand from such Lender together with interest at the Federal Funds Rate for two Business Days and thereafter at the Base Rate. Nothing in this Section 2.9(d) shall be deemed to prejudice the right of any Lender to recover from the applicable Facing Agent any amounts made available by such Lender to the applicable Facing Agent pursuant to this Section 2.9(d) in the event that it is determined by a court of competent jurisdiction that the payment with respect to a Letter of Credit by the applicable Facing Agent in respect of which payment was made by such Lender constituted gross negligence or willful misconduct as determined by a court of competent jurisdiction on the part of the applicable Facing Agent. The applicable Facing Agent shall distribute to each other Lender which has paid all amounts payable by it under this Section 2.9(d) with respect to any Letter of Credit issued by the applicable Facing Agent such other Revolving Lender’s 's Revolver Pro Rata Share of all payments received by the applicable Facing Agent from the Borrower in reimbursement of drawings honored by the applicable Facing Agent under such Letter of Credit when such payments are received. Each Lender’s obligation to make Upon any change in the Revolving Loans Commitments of the Lenders pursuant to Section 2.9(c3.7 or 12.8(c) or otherwise, it is hereby agreed that, with respect to purchase all LC Obligations, there shall be an automatic adjustment to the participations pursuant to this Section 2.9(d) as a result of a drawing under a Letter of Credit shall be absolute and unconditional and without recourse to reflect the applicable Facing Agent and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Facing Agent, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of an Event of Default or a Material Adverse Effect; or (iii) any other circumstance, happening or event whatsoever, whether or not similar to any new Revolver Pro Rata Shares of the foregoing; provided, however, that each Lender’s obligation to make Revolving Loans under Section 2.9(c) is subject to assigning Lender and the conditions set forth in Section 5.2Assignee.

Lenders’ Participation in Letters of Credit. In the event that (1) the Borrower shall fail to reimburse the applicable Facing Agent as provided in Section 2.9(c2.7(c) in an amount equal to the amount of any drawing honored by the applicable Facing Agent under a Letter of Credit issued by it in accordance with the terms hereof, or (2) any Bank Guarantee shall remain outstanding on the Revolver Termination Date, the applicable Facing Agent shall promptly notify the Administrative Agent and the Administrative Agent shall promptly notify each Revolving Lender, Lender of the unreimbursed amount of such drawing or the amount of such Bank Guarantee, as applicable, and of such Lender’s 's respective participation therein. Each such Revolving Lender shall purchase a participation interest in such LC Obligation and shall make available to the applicable Facing Agent the Dollar Equivalent of an amount equal to its Pro Rata Share Commitment Percentage of such drawing in same day funds, at the office of the applicable Facing Agent specified in such notice, in each case not later than 1:00 p.m. P.M. (New York City time) on the Business Day after the date such Lender is notified by the Administrative Agent. In the event that any such Lender fails to make available to the applicable Facing Agent the amount of such Lender’s 's participation in such Letter of Credit as provided in this Section 2.9(d2.7(d), the applicable Facing Agent shall be entitled to recover such amount on demand from such Lender together with interest at the Federal Funds Effective Rate for two Business Days and thereafter at the Base Rate. Nothing in this Section 2.9(d2.7(d) shall be deemed to prejudice the right of any Lender to recover from the applicable Facing Agent any amounts made available by such Lender to the applicable Facing Agent pursuant to this Section 2.9(d2.7(d) in the event that it is determined by a court of competent jurisdiction that the payment with respect to a Letter of Credit by the applicable Facing Agent in respect of which payment was made by such Lender constituted gross negligence or willful misconduct as determined by a court of competent jurisdiction on the part of the applicable Facing Agent. The applicable Facing Agent shall distribute to each other Lender which has paid all amounts payable by it under this Section 2.9(d2.7(d) with respect to any Letter of Credit issued by the applicable Facing Agent such other Revolving Lender’s Pro Rata Share 's Commitment Percentage of all payments received by the applicable Facing Agent from the Borrower in reimbursement of drawings honored by the applicable Facing Agent under such Letter of Credit when such payments are received. Each Lender’s obligation to make Revolving Loans Upon any change in the Commitments of the Lenders pursuant to Section 2.9(c3.5 or 11.8(c) or otherwise, it is hereby agreed that, with respect to purchase all LC Obligations, there shall be an automatic adjustment to the participations pursuant to this Section 2.9(d2.7(d) as a result of a drawing under a Letter of Credit shall be absolute and unconditional and without recourse to reflect the applicable Facing Agent and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Facing Agent, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of an Event of Default or a Material Adverse Effect; or (iii) any other circumstance, happening or event whatsoever, whether or not similar to any new Commitment Percentages of the foregoing; provided, however, that each Lender’s obligation to make Revolving Loans under Section 2.9(c) is subject to assigning Lender and the conditions set forth in Section 5.2Assignee.

Lenders’ Participation in Letters of Credit. In the event that (1) the Borrower shall fail to reimburse the applicable Facing Agent as provided in Section 2.9(c) in an amount equal to the amount of any drawing honored by the applicable Facing Agent under a Letter of Credit issued by it in accordance with the terms hereof, or (2) any Bank Guarantee shall remain outstanding on the Revolver Termination Date, the applicable Facing Agent shall promptly notify the Administrative Agent and the Administrative Agent shall promptly notify each Revolving Lender, of the unreimbursed amount of such drawing or the amount of such Bank Guarantee, as applicable, and of such Lender’s respective participation therein. Each such Revolving Lender shall purchase a participation interest in such LC Obligation and shall make available to the applicable Facing Agent the Dollar Equivalent of an amount equal to its Pro Rata Share of such drawing in same day funds, at the office of the applicable Facing Agent specified in such notice, in each case not later than 1:00 p.m. (New York City time) on the Business Day after the date such Lender is notified by the Administrative Agent. In the event that any such Lender fails to make available to the applicable Facing Agent the amount of such Lender’s participation in such Letter of Credit as provided in this Section 2.9(d), the applicable Facing Agent shall be entitled to recover such amount on demand from such Lender together with interest at the Federal Funds Rate for two Business Days and thereafter at the Base Rate. Nothing in this Section 2.9(d) shall be deemed to prejudice the right of any Lender to recover from the applicable Facing Agent any amounts made available by such Lender to the applicable Facing Agent pursuant to this Section 2.9(d) in the event that it is determined by a court of competent jurisdiction that the payment with respect to a Letter of Credit by the applicable Facing Agent in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of the applicable Facing Agent. The applicable Facing Agent shall distribute to each other Lender which has paid all amounts payable by it under this Section 2.9(d) with respect to any Letter of Credit issued by the applicable Facing Agent such other Revolving Lender’s Pro Rata Share of all payments received by the applicable Facing Agent from the Borrower in reimbursement of drawings honored by the applicable Facing Agent under such Letter of Credit when such payments are received. Each Lender’s obligation to make Revolving Loans pursuant to Section 2.9(c) or to purchase participations pursuant to this Section 2.9(d) as a result of a drawing under a Letter of Credit shall be absolute and unconditional and without recourse to the applicable Facing Agent and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Facing Agent, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of an Event of Default or a Material Adverse Effect; or (iii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Revolving Loans under Section 2.9(c) is subject to the conditions set forth in Section 5.2.