Common use of Letter of Credit Participation Clause in Contracts

Letter of Credit Participation. Immediately upon the issuance of each Letter of Credit hereunder, each Revolving Lender with a Pro Rata Share shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each Issuing Bank an undivided interest and participation in and to each Letter of Credit, the obligations of the Borrower in respect thereof, and the liability of the applicable Issuing Bank thereunder (collectively, an “L/C Interest”) in an amount equal to the amount available for drawing under such Letter of Credit multiplied by such Revolving Lender’s Pro Rata Share. If the Borrower fails at any time to repay a Reimbursement Obligation pursuant to Section 3.07, promptly following receipt of notice from the Administrative Agent or the applicable Issuing Bank, each Revolving Lender shall make payment to the Administrative Agent, for the account of the applicable Issuing Bank, in immediately available funds in an amount equal to such Revolving Lender’s Pro Rata Share of the amount of any unreimbursed payment of an L/C Draft or other draw under a Letter of Credit. The obligation of each Revolving Lender to reimburse the applicable Issuing Bank under this Section 3.06 shall be unconditional, continuing, irrevocable and absolute. In the event that any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this Section 3.06, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender hereunder until the Administrative Agent receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied; provided, however, that nothing contained in this sentence shall relieve such Revolving Lender of its obligation to reimburse the applicable Issuing Bank for such amount in accordance with this Section 3.06.

Letter of Credit Participation. Immediately On the date of this Agreement with respect to the Letters of Credit identified on Schedule 3.2 and immediately upon the issuance of each Letter of Credit hereunder, each Revolving Lender with a Pro Rata Share shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each the applicable Issuing Bank an undivided interest and participation in and to each such Letter of Credit, the obligations of the applicable Borrower in respect thereof, and the liability of the applicable such Issuing Bank thereunder (collectively, an “L/C Interest”) in an amount equal to the amount Dollar Amount available for drawing under such Letter of Credit multiplied by such Revolving Lender’s Pro Rata Share. If Each Issuing Bank will notify each Lender promptly upon presentation to it of an L/C Draft or upon any other draw under a Letter of Credit. On or before the Borrower fails at Business Day on which an Issuing Bank makes payment of each such L/C Draft or, in the case of any time to repay other draw on a Reimbursement Obligation pursuant to Section 3.07Letter of Credit, promptly following receipt of notice from on demand by the Administrative Agent or the applicable Issuing Bank, each Revolving Lender shall make payment to the Administrative Agent, for the account of the applicable Issuing Bank, in immediately available funds in the Agreed Currency in an amount equal to such Revolving Lender’s Pro Rata Share of the amount Dollar Amount of any unreimbursed such payment of an L/C Draft or other draw under a Letter of Creditdraw. The obligation of each Revolving Lender to reimburse the applicable Issuing Bank Banks under this Section 3.06 3.6 shall be unconditional, continuing, irrevocable and absolute. In the event that any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this Section 3.063.6, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender hereunder until the Administrative Agent receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied; provided, however, that nothing contained in this sentence shall relieve such Revolving Lender of its obligation to reimburse the applicable Issuing Bank for such amount in accordance with this Section 3.063.6.

Letter of Credit Participation. Immediately On the date of this Agreement, with respect to the Letters of Credit identified on Schedule 3.2, and immediately upon the issuance of each Letter of Credit hereunder, each Revolving Lender with a Pro Rata Share shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each the applicable Issuing Bank an undivided interest and participation in and to each such Letter of Credit, the obligations of the Borrower in respect thereof, and the liability of the applicable such Issuing Bank thereunder (collectively, an “"L/C Interest”INTEREST") in an amount equal to the amount Dollar Amount available for drawing under such Letter of Credit multiplied by such Revolving Lender’s 's Pro Rata Share. If Each Issuing Bank will notify each Lender promptly upon presentation to it of an L/C Draft or upon any other draw under a Letter of Credit. On or before the Borrower fails at Business Day on which an Issuing Bank makes payment of each such L/C Draft or, in the case of any time to repay other draw on a Reimbursement Obligation pursuant to Section 3.07Letter of Credit, promptly following receipt of notice from on demand by the Administrative Agent or the applicable Issuing Bank, each Revolving Lender shall make payment to the Administrative Agent, for the account of the applicable Issuing Bank, in immediately available funds in the Agreed Currency in an amount equal to such Revolving Lender’s 's Pro Rata Share of the amount Dollar Amount of any unreimbursed such payment of an L/C Draft or other draw under a Letter of Creditdraw. The obligation of each Revolving Lender to reimburse the applicable Issuing Bank Banks under this Section 3.06 3.6 shall be unconditional, continuing, irrevocable and absolute. In the event that any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this Section 3.063.6, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender hereunder until the Administrative Agent receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied; provided, however, that nothing contained in this sentence shall relieve such Revolving Lender of its obligation to reimburse the applicable Issuing Bank for such amount in accordance with this Section 3.063.6.

Letter of Credit Participation. Immediately On the date of this Agreement, with respect to the Letters of Credit identified on Schedule 3.2, and immediately upon the issuance of each Letter of Credit hereunder, each Revolving Lender with a Revolving Loan Pro Rata Share shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each the applicable Issuing Bank an undivided interest and participation in and to each such Letter of Credit, the obligations of the Borrower in respect thereof, and the liability of the applicable such Issuing Bank thereunder (collectively, an “L/C Interest”) in an amount equal to the amount available for drawing under such Letter of Credit multiplied by such Revolving Lender’s Revolving Loan Pro Rata Share. If Each Issuing Bank will notify each Lender promptly upon presentation to it of an L/C Draft or upon any other draw under a Letter of Credit. On or before the Borrower fails at Business Day on which an Issuing Bank makes payment of each such L/C Draft or, in the case of any time to repay other draw on a Reimbursement Obligation pursuant to Section 3.07Letter of Credit, promptly following receipt of notice from on demand by the Administrative Agent or the applicable Issuing Bank, each Revolving Lender shall make payment to the Administrative Agent, for the account of the applicable Issuing Bank, in immediately available funds in Dollars in an amount equal to such Revolving Lender’s Revolving Loan Pro Rata Share of the amount of any unreimbursed such payment of an L/C Draft or other draw under a Letter of Creditdraw. The obligation of each Revolving Lender to reimburse the applicable Issuing Bank Banks under this Section 3.06 3.6 shall be unconditional, continuing, irrevocable and absolute. In the event that any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this Section 3.063.6, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender hereunder until the Administrative Agent receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied; provided, however, that nothing contained in this sentence shall relieve such Revolving Lender of its obligation to reimburse the applicable Issuing Bank for such amount in accordance with this Section 3.063.6.

Letter of Credit Participation. Immediately upon the issuance of each Letter of Credit hereunder, each Revolving Lender with a Pro Rata Share Bank shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each the Issuing Bank an undivided interest and participation in and to each such Letter of Credit, the obligations of the Borrower Company (and, if appropriate, any other applicable L/C Account Party) in respect thereof, and the liability of the applicable Issuing Bank thereunder (collectively, an “"L/C Interest”") in an amount equal to the amount available for drawing under such Letter of Credit multiplied by such Revolving Lender’s Pro Rata ShareBank's Commitment Percentage. If The Issuing Bank will notify each Bank promptly upon presentation to it of an L/C Draft or upon any other draw under a Letter of Credit. To the Borrower fails at extent that the Company shall not have reimbursed the Issuing Bank with respect to any time to repay L/C Draft, on or before the Domestic Business Day on which the Issuing Bank makes payment of each such L/C Draft or, in the case of any other draw on a Reimbursement Obligation pursuant to Section 3.07Letter of Credit, promptly following receipt of notice from on demand by the Administrative Agent or the applicable Issuing BankAgent, each Revolving Lender Bank shall make payment to the Administrative Agent, for the account of the applicable Issuing Bank, in immediately available funds in an amount equal to such Revolving Lender’s Pro Rata Share Bank's Commitment Percentage of the amount of any unreimbursed such payment or draw, which amount shall be deemed to be a Loan made by each such Bank pursuant to Section 2.01(A) (or if the Commitments hereunder shall have terminated, payment in respect of an such Bank's purchase of its L/C Draft or other draw under a Interest in such Letter of Credit). The obligation of each Revolving Lender Bank to reimburse the applicable Issuing Bank under this Section 3.06 2.17(E) shall be unconditional, continuing, irrevocable and absoluteabsolute and such obligation shall not be affected by any circumstance, happening or event whatsoever (including without limitation the Company's failure to satisfy any conditions contained in Article III or any other provision of this Agreement prior to the issuance of the applicable Letter of Credit, so long as (i) the Issuing Bank did not have any specific written notice from the Agent, the Company or a Bank that the conditions to issuing the Letter of Credit were not satisfied at the time such Letter of Credit was issued and (ii) any such condition has not since been satisfied or cured (it being understood and agreed that each Bank's obligation to reimburse the Issuing Bank under this Section 2.17(E) shall be automatically and irrevocably reinstated immediately upon the subsequent satisfaction or cure of any condition that was not satisfied at the time a Letter of Credit was issued and of which the Issuing Bank received specific written notice from the Agent, the Company or a Bank prior to such issuance). In the event that any Revolving Lender Bank fails to make payment to the Administrative Agent of any amount due under this Section 3.062.17(E), the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender Bank hereunder until the Administrative Agent receives such payment from such Revolving Lender Bank or such obligation is otherwise fully satisfied; provided, however, that nothing contained in this sentence shall relieve such Revolving Lender Bank of its obligation to reimburse the applicable Issuing Bank for such amount in accordance with this Section 3.062.17(E).

Letter of Credit Participation. Immediately Unless a Lender shall have notified the Issuing Bank, prior to its issuance of a Letter of Credit, that any applicable condition precedent set forth in SECTIONS 5.1 and 5.2 had not then been satisfied, immediately upon the issuance of each other Letter of Credit hereunder, each Revolving Lender with a Pro Rata Share shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each the applicable Issuing Bank an undivided interest and participation in and to each such Letter of Credit, the obligations of the Borrower in respect thereof, and the liability of the applicable such Issuing Bank thereunder (collectively, an “"L/C Interest”INTEREST") in an amount equal to the amount available for drawing under such Letter of Credit multiplied by such Revolving Lender’s 's Pro Rata Share. If Each Issuing Bank will notify each Lender promptly upon presentation to it of an L/C Draft or upon any other draw under a Letter of Credit. On or before the Borrower fails at Business Day on which an Issuing Bank makes payment of each such L/C Draft or, in the case of any time to repay other draw on a Reimbursement Obligation pursuant to Section 3.07Letter of Credit, promptly following receipt of notice from on demand by the Administrative Agent or the applicable Issuing BankAgent, each Revolving Lender shall make payment to the Administrative Agent, for the account of the applicable Issuing Bank, in immediately available funds in an amount equal to such Revolving Lender’s 's Pro Rata Share of the amount of any unreimbursed such payment of an L/C Draft or other draw under a Letter of Creditdraw. The obligation of each Revolving Lender to reimburse the applicable Issuing Bank Banks under this Section 3.06 SECTION 3.5 shall be unconditional, continuing, irrevocable and absolute; PROVIDED, HOWEVER, the obligation of each Lender shall not extend to payments made under a Letter of Credit resulting from the Issuing Bank's Gross Negligence or willful misconduct in honoring any L/C Draft. In the event that any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this Section 3.06SECTION 3.5, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender hereunder until the Administrative Agent receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied; providedPROVIDED, howeverHOWEVER, that nothing contained in this sentence shall relieve such Revolving Lender of its obligation to reimburse the applicable Issuing Bank for such amount in accordance with this Section 3.06SECTION 3.5.

Letter of Credit Participation. Immediately On the date of this Agreement, with respect to the Transitional Letters of Credit, and immediately upon the issuance of each additional Letter of Credit hereunder, each Revolving Lender with a Pro Rata Share shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each Issuing Bank an undivided interest and participation in and to each Letter of Credit, the obligations of the Borrower in respect thereof, and the liability of the applicable Issuing Bank thereunder (collectively, an “L/C Interest”) in an amount equal to the amount available for drawing under such Letter of Credit multiplied by such Revolving Lender’s Pro Rata Share. If the Borrower fails at any time to repay a Reimbursement Obligation pursuant to Section 3.073.7, promptly following receipt of notice from the Administrative Agent or the applicable Issuing Bank, each Revolving Lender shall make payment to the Administrative Agent, for the account of the applicable Issuing Bank, in immediately available funds in an amount equal to such Revolving Lender’s Pro Rata Share of the amount of any unreimbursed payment of an L/C Draft or other draw under a Letter of Credit. The obligation of each Revolving Lender to reimburse the applicable Issuing Bank under this Section 3.06 3.6 shall be unconditional, continuing, irrevocable and absolute. In the event that any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this Section 3.063.6, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender hereunder until the Administrative Agent receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied; provided, however, that nothing contained in this sentence shall relieve such Revolving Lender of its obligation to reimburse the applicable Issuing Bank for such amount in accordance with this Section 3.063.6.

Letter of Credit Participation. Immediately upon the issuance of each Letter of Credit by the Issuing Lender hereunder, each Revolving Lender with a Pro Rata Share shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each the Issuing Bank Lender an undivided interest and participation in and to each such Letter of Credit, the obligations of the Borrower in respect thereof, and the liability of the applicable Issuing Bank Lender thereunder (collectively, an “L/C Interest”) in an amount equal to the amount available for drawing under such Letter of Credit multiplied by such Revolving Lender’s Pro Rata Share. If The Issuing Lender will notify the Borrower fails Agent promptly upon presentation to it of an L/C Draft or upon any other draw under a Letter of Credit, and the Agent will promptly notify each Lender. On or at any time to repay after the Business Day on which the Issuing Lender makes payment of each such L/C Draft or any other draw on a Reimbursement Obligation pursuant to Section 3.07Letter of Credit, promptly following receipt on demand of notice from the Administrative Agent or the applicable Issuing BankLender received by each Lender not later than 1:00 p.m. (Chicago time) on such Business Day, each Revolving Lender shall make payment on such Business Day to the Administrative Agent, Agent for the account of the applicable Issuing BankLender, in immediately available funds in the Agreed Currency of such Letter of Credit, in an amount equal to such Revolving Lender’s Pro Rata Share of the amount of any unreimbursed the Borrower’s unpaid Reimbursement Obligation with respect thereto. Upon the Agent’s receipt of funds as a result of the Issuing Lender’s payment of on an L/C Draft or any other draw under on a Letter of CreditCredit issued by the Issuing Lender, the Agent shall promptly pay such funds to the Issuing Lender. The obligation of each Revolving Lender to reimburse pay the applicable Agent for the account of the Issuing Bank Lender under this Section 3.06 2.4.2 shall be unconditional, continuing, irrevocable and absolute. In the event that any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this Section 3.062.4.2, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender hereunder until the Administrative Agent on behalf of the Issuing Lender receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied; provided, however, that nothing contained in this sentence shall relieve such Revolving Lender of its obligation to reimburse the applicable Issuing Bank Agent for such amount in accordance with this Section 3.062.4.2.

Letter of Credit Participation. Immediately On the date of this Agreement, with respect to any Previous Letters of Credit, and immediately upon the issuance of each Letter of Credit hereunder, each Revolving Lender with a Pro Rata Share shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each the Issuing Bank an undivided interest and participation in and to each such Letter of Credit, the obligations of the Borrower Company in respect thereof, thereof and the liability of the applicable Issuing Bank thereunder (collectively, an “L/C Interest”) in an amount equal to the amount Dollar Amount available for drawing under such Letter of Credit multiplied by such Revolving Lender’s Pro Rata Share. If The Issuing Bank will notify each Lender promptly upon presentation to it of an L/C Draft or upon any other draw under a Letter of Credit. On or before the Borrower fails at Business Day on which the Issuing Bank makes payment of each such L/C Draft or, in the case of any time to repay other draw on a Reimbursement Obligation pursuant to Section 3.07Letter of Credit, promptly following receipt of notice from on demand by the Administrative Agent or the applicable Issuing Bank, each Revolving Lender shall make payment to the Administrative Agent, for the account of the applicable Issuing Bank, in immediately available funds in the Agreed Currency in an amount equal to such Revolving Lender’s Pro Rata Share of the amount Dollar Amount of any unreimbursed such payment of an L/C Draft or other draw under a Letter of Creditdraw. The obligation of each Revolving Lender to reimburse the applicable Issuing Bank under this Section 3.06 3.6 shall be unconditional, continuing, irrevocable and absolute. In the event that any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this Section 3.063.6, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender hereunder until the Administrative Agent receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied; provided, however, that nothing contained in this sentence shall relieve such Revolving Lender of its obligation to reimburse the applicable Issuing Bank for such amount in accordance with this Section 3.063.6.

Letter of Credit Participation. Immediately On the date of this Agreement, with respect to the Letters of Credit identified in Section 3.2, and immediately upon the issuance of each Letter of Credit hereunder, each Revolving Lender with a Pro Rata Share shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each the applicable Issuing Bank an undivided interest and participation in and to each such Letter of Credit, the obligations of the applicable Borrower in respect thereof, and the liability of the applicable such Issuing Bank thereunder (collectively, an “"L/C Interest”") in an amount equal to the amount Dollar Amount available for drawing under such Letter of Credit multiplied by such Revolving Lender’s 's Pro Rata Share. If Each Issuing Bank will notify the Borrower fails at Administrative Agent and each Lender promptly upon presentation to it of an L/C Draft or upon any time to repay other draw under a Reimbursement Obligation pursuant to Section 3.07Letter of Credit, promptly following receipt which notice shall also state the Agreed Currency and face amount of notice from such L/C Draft or other draw. On the Business Day on which an Issuing Bank makes payment of each such L/C Draft or, in the case of any other draw on a Letter of Credit, on demand by the Administrative Agent or the applicable Issuing Bank, each Revolving Lender shall make payment to the Administrative Agent, for the account of the applicable Issuing Bank, in immediately available funds in Dollars in an amount (to the extent such amount has not been timely reimbursed by the Borrowers pursuant to Section 3.7) equal to such Revolving Lender’s 's Pro Rata Share of the amount Dollar Amount of any unreimbursed such payment of an L/C Draft or other draw under a Letter of Creditdraw. The obligation of each Revolving Lender to reimburse the applicable Issuing Bank Banks under this Section 3.06 3.6 shall be unconditional, continuing, irrevocable and absolute. In the event that any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this Section 3.063.6, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender hereunder until the Administrative Agent receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied; provided, however, that nothing contained in this sentence shall relieve such Revolving Lender of its obligation to reimburse the applicable Issuing Bank for such amount in accordance with this Section 3.063.6.

Letter of Credit Participation. Immediately upon the issuance of each Letter of Credit hereunder, each Revolving Lender with a Pro Rata Share shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each Issuing Bank an undivided interest and participation in and to each Letter of Credit, the obligations of the Borrower in respect thereof, and the liability of the applicable Issuing Bank thereunder (collectively, an “L/C Interest”) in an amount equal to the amount available for drawing under such Letter of Credit multiplied by such Revolving Lender’s Pro Rata Share. If the Borrower fails at any time to repay a Reimbursement Obligation pursuant to Section ‎Section 3.07, promptly following receipt of notice from the Administrative Agent or the applicable Issuing Bank, each Revolving Lender shall make payment to the Administrative Agent, for the account of the applicable Issuing Bank, in immediately available funds in an amount equal to such Revolving Lender’s Pro Rata Share of the amount of any unreimbursed payment of an L/C Draft or other draw under a Letter of Credit. The obligation of each Revolving Lender to reimburse the applicable Issuing Bank under this Section ‎Section 3.06 shall be unconditional, continuing, irrevocable and absolute. In the event that any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this Section ‎Section 3.06, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender hereunder until the Administrative Agent receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied; provided, however, that nothing contained in this sentence shall relieve such Revolving Lender of its obligation to reimburse the applicable Issuing Bank for such amount in accordance with this Section ‎Section 3.06.

Letter of Credit Participation. Immediately On the date of this Agreement, with respect to the Letters of Credit identified in Section 3.2, and immediately upon the issuance of each Letter of Credit hereunder, each Revolving Lender with a Pro Rata Share shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each the applicable Issuing Bank an undivided interest and participation in and to each such Letter of Credit, the obligations of the applicable Borrower in respect thereof, and the liability of the applicable such Issuing Bank thereunder (collectively, an “L/C Interest”) in an amount equal to the amount Dollar Amount available for drawing under such Letter of Credit multiplied by such Revolving Lender’s Pro Rata Share. If Each Issuing Bank will notify the Borrower fails at Administrative Agent and each Lender promptly upon presentation to it of an L/C Draft or upon any time to repay other draw under a Reimbursement Obligation pursuant to Section 3.07Letter of Credit, promptly following receipt which notice shall also state the Agreed Currency and face amount of notice from such L/C Draft or other draw. On the Business Day on which an Issuing Bank makes payment of each such L/C Draft or, in the case of any other draw on a Letter of Credit, on demand by the Administrative Agent or the applicable Issuing Bank, each Revolving Lender shall make payment to the Administrative Agent, for the account of the applicable Issuing Bank, in immediately available funds in Dollars in an amount (to the extent such amount has not been timely reimbursed by the Borrowers pursuant to Section 3.7) equal to such Revolving Lender’s Pro Rata Share of the amount Dollar Amount of any unreimbursed such payment of an L/C Draft or other draw under a Letter of Creditdraw. The obligation of each Revolving Lender to reimburse the applicable Issuing Bank Banks under this Section 3.06 3.6 shall be unconditional, continuing, irrevocable and absolute. In the event that any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this Section 3.063.6, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender hereunder until the Administrative Agent receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied; provided, however, that nothing contained in this sentence shall relieve such Revolving Lender of its obligation to reimburse the applicable Issuing Bank for such amount in accordance with this Section 3.063.6.

Letter of Credit Participation. Immediately upon the ------------------------------- Effective Date with respect to the Existing Letters of Credit and immediately upon the issuance of each other Letter of Credit hereunder, each Revolving Lender with a Pro Rata Share Revolving Loan Commitment greater than zero shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each the applicable Issuing Bank Lender an undivided interest and participation in and to each such Letter of Credit, the obligations of the applicable Borrower in respect thereof, and the liability of the applicable Issuing Bank Lender thereunder (collectively, an “"L/C Interest”") in an amount equal to the amount available for drawing under ------------ such Letter Letters of Credit multiplied by a fraction having as its numerator such Lender's Revolving Loan Commitment and as its denominator, the Aggregate Revolving Loan Commitment. The Agent will notify each Lender (or in the case of an Issuing Lender other than the Agent, such Issuing Lender shall notify the Agent who in turn will notify each Lender’s Pro Rata Share) promptly upon presentation to it of an L/C Draft or upon any other draw under any Letter of Credit. If On or before the Borrower fails at Business Day on which any time to repay a Reimbursement Obligation pursuant to Section 3.07Issuing Lender makes payment of each such L/C Draft or, promptly following receipt in the case of notice from any other draw on the Administrative Agent or the applicable Letter of Credit, on demand of such Issuing BankLender, each Revolving Lender shall make payment to the Administrative Agent, Agent for the account of the applicable Issuing BankLender, in immediately available funds in an amount equal to such Revolving Lender’s Pro Rata Share 's ratable share (determined in accordance with the fraction described above) of the amount of any unreimbursed such payment of an L/C Draft or other draw under a Letter of Creditdraw. The obligation of each Lender with a Revolving Lender Loan Commitment greater than zero to reimburse pay the Agent for the account of the applicable Issuing Bank Lender under this Section 3.06 2.6.2 shall be ------------- unconditional, continuing, irrevocable and absoluteabsolute and shall not be affected or impaired by, among other things, the reduction, suspension or termination of the Aggregate Revolving Loan Commitment pursuant to this Agreement. In the event that any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this Section 3.062.6.2, the Administrative Agent shall be entitled to receive, retain and apply against ------------- such obligation the principal and interest otherwise payable to such Revolving Lender hereunder until the Administrative Agent receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied; provided, however, that nothing -------- ------- contained in this sentence shall relieve such Revolving Lender of its obligation to reimburse the applicable Issuing Bank Agent for such amount in accordance with this Section 3.06.2.6.2. -------------

Letter of Credit Participation. Immediately upon the issuance of each Letter of Credit hereunder, each Revolving Lender with a Revolving Loan Pro Rata Share shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each the Issuing Bank an undivided interest and participation in and to each such Letter of Credit, the obligations of the Borrower in respect thereof, and the liability of the applicable such Issuing Bank thereunder (collectively, an “"L/C Interest”") in an amount equal to the amount available for drawing under such Letter of Credit multiplied by such Lender's Revolving Lender’s Loan Pro Rata Share. If The Issuing Bank will notify each Lender promptly upon presentation to it of an L/C Draft or upon any other draw under a Letter of Credit. On or before the Borrower fails at Business Day on which the Issuing Bank makes payment of each such L/C Draft or, in the case of any time to repay other draw on a Reimbursement Obligation pursuant to Section 3.07Letter of Credit, promptly following receipt of notice from on demand by the Administrative Agent or the applicable Issuing Bank, each Revolving Lender shall make payment to the Administrative Agent, for the account of the applicable Issuing Bank, in immediately available funds in an amount equal to such Lender's Revolving Lender’s Loan Pro Rata Share of the amount of any unreimbursed such payment of an L/C Draft or other draw under a Letter of Creditdraw. The obligation of each Revolving Lender to reimburse the applicable Issuing Bank under this Section 3.06 3.6 shall be unconditional, continuing, irrevocable and absolute. In the event that any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this Section 3.063.6, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender hereunder until the Administrative Agent receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied; provided, however, that nothing contained in this sentence shall relieve such Revolving Lender of its obligation to reimburse the applicable Issuing Bank for such amount in accordance with this Section 3.063.6.

Letter of Credit Participation. Immediately Unless a Lender shall have notified the Issuing Lender, prior to its issuance of a Letter of Credit, that any applicable condition precedent set forth in Sections 4.1 and 4.2 had not then been satisfied immediately upon the issuance of each Letter of Credit hereunder, each Revolving Lender with a Pro Rata Share shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each the applicable Issuing Bank Lender an undivided interest and participation in and to each such Letter of Credit, the obligations of the Borrower in respect thereof, and the liability of the applicable such Issuing Bank Lender thereunder (collectively, an “"L/C Interest”") in an amount equal to the amount available for drawing under such Letter of Credit multiplied by such Revolving Lender’s 's Pro Rata Share. If Each Issuing Lender will notify each Lender promptly upon presentation to it of an L/C Draft or upon any other draw under a Letter of Credit. On or before the Borrower fails at Business Day on which an Issuing Lender makes payment of each such L/C Draft or, in the case of any time to repay other draw on a Reimbursement Obligation pursuant to Section 3.07Letter of Credit, promptly following receipt of notice from on demand by the Administrative Agent or the applicable Issuing BankAgent, each Revolving Lender shall make payment to the Administrative Agent, for the account of the applicable Issuing BankLender, in immediately available funds in an amount equal to such Revolving Lender’s 's Pro Rata Share of the amount of any unreimbursed such payment of an L/C Draft or other draw under a Letter of Creditdraw. The obligation of each Revolving Lender to reimburse the applicable Issuing Bank Lenders under this Section 3.06 2.20.5 shall be unconditional, continuing, irrevocable and absolute. In the event that any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this Section 3.062.20.5, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender hereunder until the Administrative Agent receives such payment (together with interest thereon at the Federal Funds Effective Rate from the date due until the date paid) from such Revolving Lender or such obligation is otherwise fully satisfied; provided, however, that nothing contained in this sentence shall relieve such Revolving Lender of its obligation to reimburse the applicable Issuing Bank Lender for such amount in accordance with this Section 3.062.20.5.

Letter of Credit Participation. Immediately Unless a Bank shall have notified the Issuing Bank, prior to its issuance of a Letter of Credit, that any applicable condition precedent set forth in Section 6.01 or 6.02 had not then been satisfied, immediately upon the issuance of each other Letter of Credit hereunder, each Revolving Lender with a Pro Rata Share Bank shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each the applicable Issuing Bank an undivided interest and participation in and to each such Letter of Credit, the obligations of the Borrower in respect thereof, and the liability of the applicable such Issuing Bank thereunder (collectively, as to each Bank, an “L/C Interest”) in an amount equal to the amount available for drawing under such Letter of Credit multiplied by such Revolving LenderBank’s Pro Rata Sharepro rata share of the Aggregate Commitments. If Each Issuing Bank will notify each Bank that has a Commitment promptly upon presentation to it of an L/C Draft or upon any other draw under a Letter of Credit. On or before the Borrower fails at Business Day on which an Issuing Bank makes payment of each such L/C Draft or, in the case of any time to repay other draw on a Reimbursement Obligation pursuant to Section 3.07Letter of Credit, promptly following receipt of notice from on demand by the Administrative Agent or the applicable Issuing BankAgent, each Revolving Lender Bank shall make payment to the Administrative Agent, for the account of the applicable Issuing Bank, in immediately available funds in an amount equal to such Revolving Lender’s Pro Rata Share of the amount of any unreimbursed the payment of an under the L/C Draft or other draw under a on the Letter of CreditCredit multiplied by such Bank’s pro rata share of the Aggregate Commitments. The obligation of each Revolving Lender Bank to reimburse the applicable Issuing Bank Banks under this Section 3.06 4.05 shall be unconditional, continuing, irrevocable and absoluteabsolute without counterclaim or set-off; provided, however, the obligation of each Bank shall not extend to payments made under a Letter of Credit resulting from the Issuing Bank’s gross negligence or willful misconduct in honoring any L/C Draft. In the event that any Revolving Lender Bank fails to make payment to the Administrative Agent of any amount due under this Section 3.064.05, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender Bank hereunder until the Administrative Agent receives such payment from such Revolving Lender Bank or such obligation is otherwise fully satisfied; provided, however, that nothing contained in this sentence shall relieve such Revolving Lender Bank of its obligation to reimburse the applicable Issuing Bank for such amount in accordance with this Section 3.064.05.

Letter of Credit Participation. Immediately upon the issuance of each Letter of Credit hereunder, each Revolving Lender with a Revolving Loan Pro Rata Share shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each the applicable Issuing Bank an undivided interest and participation in and to each such Letter of Credit, the obligations of the Borrower in respect thereof, and the liability of the applicable such Issuing Bank thereunder (collectively, an “"L/C Interest”") in an amount equal to the amount available for drawing under such Letter of Credit multiplied by such Lender's Revolving Lender’s Loan Pro Rata Share. If Each Issuing Bank will notify each Lender promptly upon presentation to it of an L/C Draft or upon any other draw under a Letter of Credit. On or before the Borrower fails at Business Day on which an Issuing Bank makes payment of each such L/C Draft or, in the case of any time to repay other draw on a Reimbursement Obligation pursuant to Section 3.07Letter of Credit, promptly following receipt of notice from on demand by the Administrative Agent or the applicable Issuing BankAgent, each Revolving Lender shall make payment to the Administrative Agent, for the account of the applicable Issuing Bank, in immediately available funds in an amount equal to such Lender's Revolving Lender’s Loan Pro Rata Share of the amount of any unreimbursed such payment of an L/C Draft or other draw under a Letter of Creditdraw. The obligation of each Revolving Lender to reimburse the applicable Issuing Bank Banks under this Section 3.06 3.6 shall be unconditional, continuing, irrevocable and absolute. In the event that any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this Section 3.063.6, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender hereunder until the Administrative Agent receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied; provided, however, that nothing contained in this sentence shall relieve such Revolving Lender of its obligation to reimburse the applicable Issuing Bank for such amount in accordance with this Section 3.063.6.

Letter of Credit Participation. Immediately upon the issuance of each Letter of Credit hereunder, each Revolving Lender with a Pro Rata Share Revolving Loan Commitment shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each the applicable Issuing Bank an undivided interest and participation in and to each such Letter of Credit, the obligations of the Borrower Borrowers in respect thereof, and the liability of the applicable Issuing Bank thereunder (collectively, an “"L/C Interest”INTEREST") in an amount equal to the amount available for drawing under such Letter of Credit multiplied by such Lender's Revolving Lender’s Loan Pro Rata Share. If The Issuing Bank will notify each Lender promptly upon presentation to it of an L/C Draft or upon any other draw under a Letter of Credit. On or before the Borrower fails at Business Day on which the Issuing Bank makes payment of each such L/C Draft or, in the case of any time to repay other draw on a Reimbursement Obligation pursuant to Section 3.07Letter of Credit, promptly following receipt of notice from on demand by the Administrative Agent or the applicable Issuing BankAgent, each Revolving Lender shall make payment to the Administrative Agent, for the account of the applicable Issuing Bank, in immediately available funds in an amount equal to such Lender's Revolving Lender’s Loan Pro Rata Share of the amount of any unreimbursed such payment of an L/C Draft or other draw under a Letter of Creditdraw. The obligation of each Revolving Lender to reimburse the applicable Issuing Bank under this Section 3.06 3.6 shall be unconditional, continuing, irrevocable and absolute. In the event that any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this Section 3.063.6, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender hereunder until the Administrative Agent receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied; provided, however, that nothing contained in this sentence shall relieve such Revolving Lender of its obligation to reimburse the applicable Issuing Bank for such amount in accordance with this Section 3.063.6.

Letter of Credit Participation. Immediately Unless a Bank shall have notified the Issuing Bank, prior to its issuance of a Letter of Credit, that any applicable condition precedent set forth in Sections 6.01 or 6.02 had not then been satisfied, immediately upon the issuance of each other Letter of Credit hereunder, each Revolving Lender with a Pro Rata Share Bank shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each the applicable Issuing Bank an undivided interest and participation in and to each such Letter of Credit, the obligations of the Borrower in respect thereof, and the liability of the applicable such Issuing Bank thereunder (collectively, as to each Bank, an “L/C Interest”) in an amount equal to the amount available for drawing under such Letter of Credit multiplied by such Revolving LenderBank’s Pro Rata ShareApplicable Percentage. If Each Issuing Bank will notify each Bank that has a Commitment promptly upon presentation to it of an L/C Draft or upon any other draw under a Letter of Credit. On or before the Borrower fails at Business Day on which an Issuing Bank makes payment of each such L/C Draft or, in the case of any time to repay other draw on a Reimbursement Obligation pursuant to Section 3.07Letter of Credit, promptly following receipt of notice from on demand by the Administrative Agent or the applicable Issuing BankAgent, each Revolving Lender Bank shall make payment to the Administrative Agent, for the account of the applicable Issuing Bank, in immediately available funds in an amount equal to such Revolving Lender’s Pro Rata Share of the amount of any unreimbursed the payment of an under the L/C Draft or other draw under a on the Letter of CreditCredit multiplied by such Bank’s Applicable Percentage. The Except to the extent set forth in the last sentence of this Section 4.05, the obligation of each Revolving Lender Bank to reimburse the applicable Issuing Bank Banks under this Section 3.06 4.05 shall be unconditional, continuing, irrevocable and absoluteabsolute without counterclaim or set-off; provided, however, the obligation of each Bank shall not extend to payments made under a Letter of Credit resulting from the Issuing Bank’s gross negligence or willful misconduct in honoring any L/C Draft. In the event that any Revolving Lender Bank fails to make payment to the Administrative Agent of any amount due under this Section 3.064.05, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender Bank hereunder until the Administrative Agent receives such payment from such Revolving Lender Bank or such obligation is otherwise fully satisfied, and such Bank shall pay to the Administrative Agent, for the account of the applicable Issuing Bank, interest on the amount of such Bank’s outstanding obligation at the Federal Funds Rate; provided, however, that nothing contained in this sentence shall relieve such Revolving Lender Bank of its obligation to reimburse the applicable Issuing Bank for such amount in accordance with this Section 3.064.05. Notwithstanding the foregoing, no Bank shall have any reimbursement, payment or other obligation with respect to any cash collateralized Letter of Credit issued pursuant to the proviso in Section 4.02(b)(ii) hereof.

Letter of Credit Participation. Immediately On the date of this Agreement, with respect to the Letters of Credit identified on Schedule 3.2, and immediately upon the issuance of each Letter of Credit hereunder, each Revolving Lender with a Revolving Loan Pro Rata Share shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each the applicable Issuing Bank an undivided interest and participation in and to each such Letter of Credit, the obligations of the Borrower in respect thereof, and the liability of the applicable such Issuing Bank thereunder (collectively, an “"L/C Interest”INTEREST") in an amount equal to the amount available for drawing under such Letter of Credit multiplied by such Lender's Revolving Lender’s Loan Pro Rata Share. If Each Issuing Bank will notify each Lender promptly upon presentation to it of an L/C Draft or upon any other draw under a Letter of Credit. On or before the Borrower fails at Business Day on which an Issuing Bank makes payment of each such L/C Draft or, in the case of any time to repay other draw on a Reimbursement Obligation pursuant to Section 3.07Letter of Credit, promptly following receipt of notice from on demand by the Administrative Agent or the applicable Issuing Bank, each Revolving Lender shall make payment to the Administrative Agent, for the account of the applicable Issuing Bank, in immediately available funds in Dollars in an amount equal to such Lender's Revolving Lender’s Loan Pro Rata Share of the amount of any unreimbursed such payment of an L/C Draft or other draw under a Letter of Creditdraw. The obligation of each Revolving Lender to reimburse the applicable Issuing Bank Banks under this Section 3.06 3.6 shall be unconditional, continuing, irrevocable and absolute. In the event that any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this Section 3.063.6, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender hereunder until the Administrative Agent receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied; provided, however, that nothing contained in this sentence shall relieve such Revolving Lender of its obligation to reimburse the applicable Issuing Bank for such amount in accordance with this Section 3.063.6.

Letter of Credit Participation. Immediately On the date of this Agreement, with respect to the Letters of Credit identified in Section 3.2, and immediately upon the issuance of each Letter of Credit hereunder, each Revolving Lender with a Pro Rata Share shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each the applicable Issuing Bank an undivided interest and participation in and to each such Letter of Credit, the obligations of the applicable Borrower in respect thereof, and the liability of the applicable such Issuing Bank thereunder (collectively, an “"L/C Interest”") in an amount equal to the amount Dollar Amount available for drawing under such Letter of Credit multiplied by such Revolving Lender’s 's Pro Rata Share. If Each Issuing Bank will notify the Borrower fails at Administrative Agent and each Lender promptly upon presentation to it of an L/C Draft or upon any time to repay other draw under a Reimbursement Obligation pursuant to Section 3.07Letter of Credit, promptly following receipt which notice shall also state the Agreed Currency and face amount of notice from such L/C Draft or other draw. On or before the Business Day on which an Issuing Bank makes payment of each such L/C Draft or, in the case of any other draw on a Letter of Credit, on demand by the Administrative Agent or the applicable Issuing Bank, each Revolving Lender shall make payment to the Administrative Agent, for the account of the applicable Issuing Bank, in immediately available funds in Dollars in an amount equal to such Revolving Lender’s 's Pro Rata Share of the amount Dollar Amount of any unreimbursed such payment of an L/C Draft or other draw under a Letter of Creditdraw. The obligation of each Revolving Lender to reimburse the applicable Issuing Bank Banks under this Section 3.06 3.6 shall be unconditional, continuing, irrevocable and absolute. In the event that any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this Section 3.063.6, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender hereunder until the Administrative Agent receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied; provided, however, that nothing contained in this sentence shall relieve such Revolving Lender of its obligation to reimburse the applicable Issuing Bank for such amount in accordance with this Section 3.063.6.

Letter of Credit Participation. Immediately upon the issuance of each Letter of Credit by the L/C Issuer hereunder, each Revolving Lender with a Pro Rata Share shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each Issuing Bank the L/C Issuer an undivided interest and participation in and to each such Letter of Credit, the obligations of the Borrower Borrowers in respect thereof, and the liability of the applicable Issuing Bank L/C Issuer thereunder (collectively, an “"L/C Interest”INTEREST") in an amount equal to the amount available for drawing under such Letter of Credit (which amount, in the case of a Letter of Credit which is denominated in a currency other than Dollars, shall be calculated by reference to the applicable Exchange Rate) multiplied by a fraction having as its numerator, such Revolving Lender’s Pro Rata Share's Commitment, and as its denominator, the Aggregate Commitment. If The L/C Issuer will notify each Lender promptly upon presentation to it of an L/C Draft or upon any other draw under any Letter of Credit. On the Borrower fails at Business Day on which the L/C Issuer makes payment of any time to repay a Reimbursement Obligation L/C Draft or, in the case of any other draw on the Letter of Credit, on demand of the L/C Issuer (provided that the Borrowers have not prior thereto made payment therefor and no Floating Rate Advance has been made pursuant to Section 3.07, promptly following receipt of notice from the Administrative Agent or the applicable Issuing BankSECTION 2.19.3 with respect thereto), each Revolving Lender shall make payment to the Administrative Agent, for credit to the account of the applicable Issuing BankL/C Issuer, in immediately available funds in an amount equal to such Revolving Lender’s Pro Rata Share 's ratable share (determined in accordance with the fraction described above) of the amount of any unreimbursed such payment or draw (which amount, in the case of an L/C Draft or other draw a drawing under a Letter of CreditCredit which is denominated in a currency other than Dollars, shall be calculated by reference to the applicable Exchange Rate). The Provided that each Letter of Credit is issued by the L/C Issuer in accordance with the terms of this Agreement, the obligation of each Revolving Lender to reimburse the applicable Issuing Bank L/C Issuer under this Section 3.06 SECTION 2.19.2 shall be unconditional, continuing, irrevocable and absoluteabsolute and shall not be affected or impaired by, among other things, the occurrence of the Commitment Termination Date or the reduction, suspension or termination (except pursuant to SECTION 2.18) of the Aggregate Commitment or such Lender's Commitment in accordance with the terms of this Agreement. In the event that any Revolving Lender fails to make payment to the Administrative Agent of any amount due to the L/C Issuer under this Section 3.06SECTION 2.19.2, the Administrative Agent shall be entitled to receive for the benefit of the L/C Issuer, and the L/C Issuer shall be entitled to receive, retain and apply against such obligation the principal and interest and other amounts otherwise payable to such Revolving Lender hereunder (whether in respect of Revolving Loans, Letters of Credit or otherwise) until the Administrative Agent receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied; providedPROVIDED, howeverHOWEVER, that nothing contained in this sentence shall relieve such Revolving Lender of its obligation to reimburse the applicable Issuing Bank L/C Issuer for such amount in accordance with this Section 3.06SECTION 2.19.2.

Letter of Credit Participation. Immediately upon the issuance of each Letter of Credit hereunder, each Revolving Lender with a Revolving Loan Pro Rata Share shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each the applicable Issuing Bank an undivided interest and participation in and to each such Letter of Credit, the obligations of the Borrower and/or Guarantor, as applicable, in respect thereof, and the liability of the applicable such Issuing Bank thereunder (collectively, an “"L/C Interest”INTEREST") in an amount equal to the amount available for drawing under such Letter of Credit multiplied by such Lender's Revolving Lender’s Loan Pro Rata Share. If Each Issuing Bank will notify each Lender promptly upon presentation to it of an L/C Draft or upon any other draw under a Letter of Credit. On or before the Borrower fails at Business Day on which an Issuing Bank makes payment of each such L/C Draft or, in the case of any time to repay other draw on a Reimbursement Obligation pursuant to Section 3.07Letter of Credit, promptly following receipt of notice from on demand by the Administrative Agent or the applicable Issuing Bank, each Revolving Lender shall make payment to the Administrative Agent, for the account of the applicable Issuing Bank, in immediately available funds in an amount equal to such Lender's Revolving Lender’s Loan Pro Rata Share of the amount of any unreimbursed such payment of an L/C Draft or other draw under a Letter of Creditdraw. The obligation of each Revolving Lender to reimburse the applicable Issuing Bank Banks under this Section 3.06 SECTION 3.6 shall be unconditional, continuing, irrevocable and absolute. In the event that any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this Section 3.06SECTION 3.6, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender hereunder until the Administrative Agent receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied; providedPROVIDED, howeverHOWEVER, that nothing contained in this sentence shall relieve such Revolving Lender of its obligation to reimburse the applicable Issuing Bank for such amount in accordance with this Section 3.06SECTION 3.6.

Letter of Credit Participation. Immediately On the date of this Agreement with respect to the Letters of Credit identified on Schedule 3.2 and immediately upon the issuance of each Letter of Credit hereunder, each Revolving Lender with a Pro Rata Share shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each the applicable Issuing Bank an undivided interest and participation in and to each such Letter of Credit, the obligations of the Borrower Company in respect thereof, and the liability of the applicable such Issuing Bank thereunder (collectively, an “"L/C Interest”INTEREST") in an amount equal to the amount Dollar Amount available for drawing under such Letter of Credit multiplied by such Revolving Lender’s 's Pro Rata Share. If Each Issuing Bank will notify each Lender promptly upon presentation to it of an L/C Draft or upon any other draw under a Letter of Credit. On or before the Borrower fails at Business Day on which an Issuing Bank makes payment of each such L/C Draft or, in the case of any time to repay other draw on a Reimbursement Obligation pursuant to Section 3.07Letter of Credit, promptly following receipt of notice from on demand by the Administrative Agent or the applicable Issuing Bank, each Revolving Lender shall make payment to the Administrative Agent, for the account of the applicable Issuing Bank, in immediately available funds in Dollars in an amount equal to such Revolving Lender’s 's Pro Rata Share of the amount Dollar Amount of any unreimbursed such payment of an L/C Draft or other draw under a Letter of Creditdraw. The obligation of each Revolving Lender to reimburse the applicable Issuing Bank Banks under this Section 3.06 3.6 shall be unconditional, continuing, irrevocable and absolute. In the event that any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this Section 3.063.6, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender hereunder until the Administrative Agent receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied; provided, however, that nothing contained in this sentence shall relieve such Revolving Lender of its obligation to reimburse the applicable Issuing Bank for such amount in accordance with this Section 3.063.6.

Letter of Credit Participation. Immediately upon the issuance of each Letter of Credit hereunder, each Revolving Lender with a Pro Rata Share shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each the Issuing Bank an undivided interest and participation in and to each such Letter of Credit, the obligations of the Borrower Company in respect thereof, thereof and the liability of the applicable Issuing Bank thereunder (collectively, an “"L/C Interest”INTEREST") in an amount equal to the amount Dollar Amount available for drawing under such Letter of Credit multiplied by such Revolving Lender’s 's Pro Rata Share. If The Issuing Bank will notify each Lender promptly upon presentation to it of an L/C Draft or upon any other draw under a Letter of Credit. On or before the Borrower fails at Business Day on which the Issuing Bank makes payment of each such L/C Draft or, in the case of any time to repay other draw on a Reimbursement Obligation pursuant to Section 3.07Letter of Credit, promptly following receipt of notice from on demand by the Administrative Agent or the applicable Issuing Bank, each Revolving Lender shall make payment to the Administrative Agent, for the account of the applicable Issuing Bank, in immediately available funds in the Agreed Currency in an amount equal to such Revolving Lender’s 's Pro Rata Share of the amount Dollar Amount of any unreimbursed such payment of an L/C Draft or other draw under a Letter of Creditdraw. The obligation of each Revolving Lender to reimburse the applicable Issuing Bank under this Section 3.06 3.6 shall be unconditional, continuing, irrevocable and absolute. In the event that any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this Section 3.063.6, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender hereunder until the Administrative Agent receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied; provided, however, that nothing contained in this sentence shall relieve such Revolving Lender of its obligation to reimburse the applicable Issuing Bank for such amount in accordance with this Section 3.063.6.

Letter of Credit Participation. Immediately On the date of this Agreement, with respect to the Letters of Credit identified on Schedule 3.2, and immediately upon the issuance of each Letter of Credit hereunder, each Revolving Lender with a Revolving Loan Pro Rata Share shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each the Issuing Bank an undivided interest and participation in and to each such Letter of Credit, the obligations of the Borrower in respect thereof, and the liability of the applicable such Issuing Bank thereunder (collectively, an “"L/C Interest”") in an amount equal to the amount available for drawing under such Letter of Credit multiplied by such Lender's Revolving Lender’s Loan Pro Rata Share. If The Issuing Bank will notify each Lender promptly upon presentation to it of an L/C Draft or upon any other draw under a Letter of Credit. On or before the Borrower fails at Business Day on which the Issuing Bank makes payment of each such L/C Draft or, in the case of any time to repay other draw on a Reimbursement Obligation pursuant to Section 3.07Letter of Credit, promptly following receipt of notice from on demand by the Administrative Agent or the applicable Issuing Bank, each Revolving Lender shall make payment to the Administrative Agent, for the account of the applicable Issuing Bank, in immediately available funds in an amount equal to such Lender's Revolving Lender’s Loan Pro Rata Share of the amount of any unreimbursed such payment of an L/C Draft or other draw under a Letter of Creditdraw. The obligation of each Revolving Lender to reimburse the applicable Issuing Bank under this Section 3.06 3.6 shall be unconditional, continuing, irrevocable and absolute. In the event that any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this Section 3.063.6, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender hereunder until the Administrative Agent receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied; provided, however, that nothing contained in this sentence shall relieve such Revolving Lender of its obligation to reimburse the applicable Issuing Bank for such amount in accordance with this Section 3.063.6.

Letter of Credit Participation. Immediately On the Closing Date with respect to the Existing Letters of Credit and immediately upon the issuance of each other Letter of Credit hereunder, each Revolving Lender with a Pro Rata Share Revolving Loan Commitment greater than zero shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each the applicable Issuing Bank Lender an undivided interest and participation in and to each such Letter of Credit, the obligations of the Borrower in respect thereof, and the liability of the applicable Issuing Bank Lender thereunder (collectively, an “"L/C Interest”") in an amount equal to the amount available for drawing under such Letter of Credit multiplied by such Revolving Lender’s 's Pro Rata Share. If The Agent will notify each Lender (or in the Borrower fails at case of an Issuing Lender other than First Chicago, such Issuing Lender shall notify the Agent who in turn will notify each Lender) with a Revolving Loan Commitment greater than zero promptly upon presentation to it of an L/C Draft or upon any time to repay other draw under a Reimbursement Obligation pursuant to Section 3.07, promptly following receipt Letter of notice from Credit. On or before the Administrative Agent or Business Day on which the applicable Issuing BankLender makes payment of each such L/C Draft or, in the case of any other draw on a Letter of Credit, on demand of the Agent, each Lender with a Revolving Lender Loan Commitment greater than zero shall make payment to the Administrative Agent, for the account of the applicable Issuing Bank, in immediately available funds funds, in an amount equal to such Revolving Lender’s 's Pro Rata Share of the amount of any unreimbursed such payment or draw. Any Issuing Lender may direct the Agent to make such a request with respect to Letters of Credit issued by such Issuing Lender. Upon the Agent's receipt of funds as a result of an Issuing Lender's payment on an L/C Draft or any other draw under on a Letter of CreditCredit issued by such Issuing Lender, the Agent shall promptly pay such funds to the Issuing Lender. If an Issuing Lender has not directed the Agent to make such a request and the Borrower fails to repay the amount of any draft in accordance with Section 2.23, then, upon direction from the Issuing Lender, the Agent shall notify each Lender with a Revolving Loan Commitment greater than zero of such failure, and each such Lender shall promptly make payment to the Agent, in immediately available funds, in an amount equal to such Lender's Pro Rata Share of the amount of such payment or draw. The obligation of each Revolving such Lender to reimburse the applicable Issuing Bank Agent under this Section 3.06 2.22 shall be unconditional, continuing, irrevocable and absolute. In the event that any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this Section 3.062.22, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender hereunder until the Administrative Agent receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied; provided, however, that nothing contained in this sentence shall relieve such Revolving Lender of its obligation to reimburse the applicable Issuing Bank Lender for such amount in accordance with this Section 3.062.22.

Letter of Credit Participation. Immediately On the date of this Agreement with respect to the Transitional Letters of Credit and immediately upon the issuance of each other Letter of Credit hereunder, each 2019 Revolving Loan Lender with a Pro Rata Share shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each the Issuing Bank an undivided interest and participation in and to each such Letter of Credit, the obligations of the applicable Borrower in respect thereof, thereof and the liability of the applicable Issuing Bank thereunder (collectively, an “L/C Interest”) in an amount equal to the amount available for drawing under such Letter of Credit multiplied by such 2019 Revolving Loan Lender’s 2019 Revolving Pro Rata Share. If The Issuing Bank will notify each 2019 Revolving Loan Lender promptly upon presentation to it of an L/C Draft or upon any other draw under a Letter of Credit. On or before the Borrower fails at Business Day on which the Issuing Bank makes payment of each such L/C Draft or, in the case of any time to repay other draw on a Reimbursement Obligation pursuant to Section 3.07Letter of Credit, promptly following receipt of notice from on demand by the Administrative Agent or the applicable Issuing Bank, each 2019 Revolving Loan Lender shall make payment to the Administrative Agent, for the account of the applicable Issuing Bank, in immediately available funds in the applicable Agreed Currency in an amount equal to such 2019 Revolving Loan Lender’s 2019 Revolving Pro Rata Share of the amount of any unreimbursed such payment of an L/C Draft or other draw under a Letter of Creditdraw. The obligation of each 2019 Revolving Loan Lender to reimburse the applicable Issuing Bank under this Section 3.06 3.6 shall be unconditional, continuing, irrevocable and absolute. In the event that any 2019 Revolving Loan Lender fails to make payment to the Administrative Agent of any amount due under this Section 3.063.6, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such 2019 Revolving Loan Lender hereunder until the Administrative Agent receives such payment from such 2019 Revolving Loan Lender or such obligation is otherwise fully satisfied; provided, however, that nothing contained in this sentence shall relieve such 2019 Revolving Loan Lender of its obligation to reimburse the applicable Issuing Bank for such amount in accordance with this Section 3.063.6. For the avoidance of doubt, no 2017 Revolving Loan Lender shall have any obligations under this Section 3.6.

Letter of Credit Participation. Immediately upon the issuance of each Letter of Credit hereunder, each Revolving Lender with a Pro Rata Share shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each the applicable Issuing Bank an undivided interest and participation in and to each such Letter of Credit, the reimbursement and payment obligations of the Borrower in respect thereof, and the liability of the applicable such Issuing Bank thereunder (collectively, an “L/C Interest”) in an amount equal to the amount Dollar Amount available for drawing under such Letter of Credit multiplied by such Revolving Lender’s Pro Rata Share. If Each Issuing Bank will notify each Lender promptly upon presentation to it of an L/C Draft or upon any other draw under a Letter of Credit. On or before the Borrower fails at Business Day on which an Issuing Bank makes payment of each such L/C Draft or, in the case of any time to repay other draw on a Reimbursement Obligation pursuant to Section 3.07Letter of Credit, promptly following receipt of notice from on demand by the Administrative Agent or the applicable Issuing Bank, each Revolving Lender shall make payment to the Administrative Agent, for the account of the applicable Issuing Bank, in immediately available funds in the Agreed Currency in an amount equal to such Revolving Lender’s Pro Rata Share of the amount Dollar Amount of any unreimbursed such payment of an L/C Draft or other draw under a Letter of Creditdraw. The obligation of each Revolving Lender to reimburse the applicable Issuing Bank Banks under this Section 3.06 3.6 shall be unconditional, continuing, irrevocable and absolute. In the event that any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this Section 3.063.6, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender hereunder until the Administrative Agent receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied; provided, however, that nothing contained in this sentence shall relieve such Revolving Lender of its obligation to reimburse the applicable Issuing Bank for such amount in accordance with this Section 3.063.6.

Letter of Credit Participation. Immediately upon the issuance of each Letter of Credit hereunder, each Revolving Lender with a Pro Rata Share shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each the Issuing Bank an undivided interest and participation in and to each such Letter of Credit, the obligations of the Domestic Borrower in respect thereof, and the liability of the applicable Issuing Bank thereunder (collectively, an “"L/C Interest”INTEREST") in an amount equal to the amount Dollar Amount available for drawing under such Letter of Credit multiplied by such Revolving Lender’s 's Pro Rata Share. If The Issuing Bank will notify each Lender promptly upon presentation to it of an L/C Draft or upon any other draw under a Letter of Credit. On or before the Borrower fails at Business Day on which the Issuing Bank makes payment of each such L/C Draft or, in the case of any time to repay other draw on a Reimbursement Obligation pursuant to Section 3.07Letter of Credit, promptly following receipt of notice from on demand by the Administrative Agent or the applicable Issuing Bank, in either case, to the extent the Domestic Borrower fails to reimburse the Issuing Bank on such date in an amount equal to such payment or draw, each Revolving Lender shall make payment to the Administrative Agent, for the account of the applicable Issuing Bank, in Dollars in immediately available funds in an amount equal to such Revolving Lender’s 's Pro Rata Share of the amount Dollar Amount of any unreimbursed such payment of an L/C Draft or other draw under a Letter of Creditdraw. The obligation of each Revolving Lender to reimburse the applicable Issuing Bank under this Section 3.06 3.5 shall be unconditional, continuing, irrevocable and absolute. In the event that any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this Section 3.063.5, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender hereunder until the Administrative Agent receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied; provided, however, that nothing contained in this sentence shall relieve such Revolving Lender of its obligation to reimburse the applicable Issuing Bank for such amount in accordance with this Section 3.063.5.

Letter of Credit Participation. Immediately Unless a Bank shall have notified the Issuing Bank, prior to its issuance of a Letter of Credit, that any applicable condition precedent set forth in Sections 6.01 or 6.02 had not then been satisfied, immediately upon the issuance of each other Letter of Credit hereunder, each Revolving Lender with a Pro Rata Share Bank shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each the applicable Issuing Bank an undivided interest and participation in and to each such Letter of Credit, the obligations of the Applicable Borrower in respect thereof, and the liability of the applicable such Issuing Bank thereunder (collectively, as to each Bank, an “L/C Interest”) in an amount equal to the amount available for drawing under such Letter of Credit multiplied by such Revolving LenderBank’s Pro Rata ShareApplicable Percentage. If Each Issuing Bank will notify each Bank that has a Commitment promptly upon presentation to it of an L/C Draft or upon any other draw under a Letter of Credit. On or before the Borrower fails at Business Day on which an Issuing Bank makes payment of each such L/C Draft or, in the case of any time to repay other draw on a Reimbursement Obligation pursuant to Section 3.07Letter of Credit, promptly following receipt of notice from on demand by the Administrative Agent or the applicable Issuing BankAgent, each Revolving Lender Bank shall make payment to the Administrative Agent, for the account of the applicable Issuing Bank, in immediately available funds in an amount equal to such Revolving Lender’s Pro Rata Share of the amount of any unreimbursed the payment of an under the L/C Draft or other draw under a on the Letter of CreditCredit multiplied by such Bank’s Applicable Percentage. The Except to the extent set forth in the last sentence of this Section 4.05, the obligation of each Revolving Lender Bank to reimburse the applicable Issuing Bank Banks under this Section 3.06 4.05 shall be unconditional, continuing, irrevocable and absoluteabsolute without counterclaim or set-off; provided, however, the obligation of each Bank shall not extend to payments made under a Letter of Credit resulting from the Issuing Bank’s gross negligence or willful misconduct in honoring any L/C Draft. In the event that any Revolving Lender Bank fails to make payment to the Administrative Agent of any amount due under this Section 3.064.05, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender Bank hereunder until the Administrative Agent receives such payment from such Revolving Lender Bank or such obligation is otherwise fully satisfied, and such Bank shall pay to the Administrative Agent, for the account of the applicable Issuing Bank, interest on the amount of such Bank’s outstanding obligation at an interest rate reasonably determined by the Administrative Agent in accordance with banking industry practices on interbank compensation; provided, however, that nothing contained in this sentence shall relieve such Revolving Lender Bank of its obligation to reimburse the applicable Issuing Bank for such amount in accordance with this Section 3.064.05. Notwithstanding the foregoing, no Bank shall have any reimbursement, payment or other obligation with respect to any cash collateralized Letter of Credit issued pursuant to the proviso in Section 4.02(b)(ii) hereof.

Letter of Credit Participation. Immediately On the date of this Agreement, with respect to the Letters of Credit identified in Section 3.2, and immediately upon the issuance of each Letter of Credit hereunder, each Revolving Lender with a Pro Rata Share shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each the applicable Issuing Bank an undivided interest and participation in and to each such Letter of Credit, the obligations of the applicable Borrower in respect thereof, and the liability of the applicable such Issuing Bank thereunder (collectively, an “"L/C Interest”") in an amount equal to the amount Dollar Amount available for drawing under such Letter of Credit multiplied by such Revolving Lender’s 's Pro Rata Share. If Each Issuing Bank will notify the Borrower fails at Administrative Agent and each Lender promptly upon presentation to it of an L/C Draft or upon any time to repay other draw under a Reimbursement Obligation pursuant to Section 3.07Letter of Credit, promptly following receipt which notice shall also state the Agreed Currency and face amount of notice from such L/C Draft or other draw. On or before the Business Day on which an Issuing Bank makes payment of each such L/C Draft or, in the case of any other draw on a Letter of Credit, on demand by the Administrative Agent or the applicable Issuing Bank, each Revolving Lender shall make payment to the Administrative Agent, for the account of the applicable Issuing Bank, in immediately available funds in Dollars in an amount equal to such Revolving Lender’s 's Pro Rata Share of the amount Dollar Amount of any unreimbursed such payment of an L/C Draft or other draw under a Letter of Creditdraw. The obligation of each Revolving Lender to reimburse the applicable Issuing Bank Banks under this Section 3.06 3.6 shall be unconditional, continuing, irrevocable and absolute. In the event that any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this Section 3.063.6, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender hereunder until the Administrative Agent receives such payment from such Revolving Lender or such obligation is Sidley Xxxxxx Xxxxx & Xxxx otherwise fully satisfied; provided, however, that nothing contained in this sentence shall relieve such Revolving Lender of its obligation to reimburse the applicable Issuing Bank for such amount in accordance with this Section 3.063.6.

Letter of Credit Participation. Immediately upon the issuance of each Letter of Credit hereunder, each Revolving Lender with a Revolving Loan Pro Rata Share shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each the applicable Issuing Bank an undivided interest and participation in and to each such Letter of Credit, the obligations of the Borrower in respect thereof, and the liability of the applicable such Issuing Bank thereunder (collectively, an “"L/C Interest”") in an amount equal to the amount available for drawing under such Letter of Credit multiplied by such Lender's Revolving Lender’s Loan Pro Rata Share. If Each Issuing Bank will notify each Lender promptly upon presentation to it of an L/C Draft or upon any other draw under a Letter of Credit. On or before the Borrower fails at Business Day on which an Issuing Bank makes payment of each such L/C Draft or, in the case of any time to repay other draw on a Reimbursement Obligation pursuant to Section 3.07Letter of Credit, promptly following receipt of notice from on demand by the Administrative Agent or the applicable Issuing BankAgent, each Revolving Lender shall make payment to the Administrative Agent, for the account of the applicable Issuing Bank, in immediately available funds in an amount equal to such Lender's Revolving Lender’s Loan Pro Rata Share of the amount of any unreimbursed such payment of an L/C Draft or other draw under a Letter of Creditdraw. The obligation of each Revolving Lender to reimburse the applicable Issuing Bank Banks under this Section 3.06 3.6 shall be unconditional, continuing, irrevocable and absolute. In the event that any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this Section 3.063.6, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender hereunder until the Administrative Agent receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied; provided, however, that nothing contained in this sentence shall relieve such Revolving Lender of its obligation to reimburse the applicable Issuing Bank for such amount in accordance with this Section 3.063.6.

Letter of Credit Participation. Immediately Unless a Lender shall have notified the Issuing Bank, prior to its issuance of a Letter of Credit, that any applicable condition precedent set forth in Sections 5.1 and 5.2 had not then been satisfied, (a) upon the Effective Date with respect to the Existing Letters of Credit and (b) immediately upon the issuance of each other Letter of Credit hereunder, each Revolving Lender with a Revolving Loan Pro Rata Share shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each the applicable Issuing Bank an undivided interest and participation in and to each such Letter of Credit, the obligations of the Borrower in respect thereof, and the liability of the applicable such Issuing Bank thereunder (collectively, an “"L/C Interest”) " in an amount equal to the amount available for drawing under such Letter of Credit multiplied by such Lender's Revolving Lender’s Loan Pro Rata Share. If Each Issuing Bank will notify each Lender promptly upon presentation to it of an L/C Draft or upon any other draw under a Letter of Credit. On or before the Borrower fails at Business Day on which an Issuing Bank makes payment of each such L/C Draft or, in the case of any time to repay other draw on a Reimbursement Obligation pursuant to Section 3.07Letter of Credit, promptly following receipt of notice from on demand by the Administrative Agent or the applicable Issuing Bank, each Revolving Lender shall make payment to the Administrative Agent, for the account of the applicable Issuing Bank, in immediately available funds in an amount equal to such Lender's Revolving Lender’s Loan Pro Rata Share of the amount of any unreimbursed such payment of an L/C Draft or other draw under a Letter of Creditdraw. The obligation of each Revolving Lender to reimburse the applicable Issuing Bank Banks under this Section 3.06 3.5 shall be unconditional, continuing, irrevocable and absolute. In the event that any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this Section 3.063.5, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender hereunder until the Administrative Agent receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied; provided, however, that nothing contained in this sentence shall relieve such Revolving Lender of its obligation to reimburse the applicable Issuing Bank for such amount in accordance with this Section 3.063.5.

Letter of Credit Participation. Immediately On the date of this Agreement with respect to the Letters of Credit identified on Schedule 3.2 and immediately upon the issuance of each Letter of Credit hereunder, each Revolving Lender with a Pro Rata Share shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each the applicable Issuing Bank an undivided interest and participation in and to each such Letter of Credit, the obligations of the applicable Borrower in respect thereof, and the liability of the applicable such Issuing Bank thereunder (collectively, an “L/C Interest”) in an amount equal to the amount Dollar Amount available for drawing under such Letter of Credit multiplied by such Revolving LenderXxxxxx’s Pro Rata Share. If Each Issuing Bank will notify each Lender promptly upon presentation to it of an L/C Draft or upon any other draw under a Letter of Credit. On or before the Borrower fails at Business Day on which an Issuing Bank makes payment of each such L/C Draft or, in the case of any time to repay other draw on a Reimbursement Obligation pursuant to Section 3.07Letter of Credit, promptly following receipt of notice from on demand by the Administrative Agent or the applicable Issuing Bank, each Revolving Lender shall make payment to the Administrative Agent, for the account of the applicable Issuing Bank, in immediately available funds in the Agreed Currency in an amount equal to such Revolving Lender’s Pro Rata Share of the amount Dollar Amount of any unreimbursed such payment of an L/C Draft or other draw under a Letter of Creditdraw. The obligation of each Revolving Lender to reimburse the applicable Issuing Bank Banks under this Section 3.06 3.6 shall be unconditional, continuing, irrevocable and absolute. In the event that any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this Section 3.063.6, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender hereunder until the Administrative Agent receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied; provided, however, that nothing contained in this sentence shall relieve such Revolving Lender of its obligation to reimburse the applicable Issuing Bank for such amount in accordance with this Section 3.063.6.

Letter of Credit Participation. Immediately On the date of this Agreement, with respect to the Letters of Credit identified on Schedule 3.2, and immediately upon the issuance of each Letter of Credit hereunder, each Revolving Lender with a Revolving Loan Pro Rata Share shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each the applicable Issuing Bank an undivided interest and participation in and to each such Letter of Credit, the obligations of the Borrower in respect thereof, and the liability of the applicable such Issuing Bank thereunder (collectively, an “"L/C Interest”INTEREST") in an amount equal to the amount Dollar Amount available for drawing under such Letter of Credit multiplied by such Lender's Revolving Lender’s Loan Pro Rata Share. If Each Issuing Bank will notify each Lender promptly upon presentation to it of an L/C Draft or upon any other draw under a Letter of Credit. On or before the Borrower fails at Business Day on which an Issuing Bank makes payment of each such L/C Draft or, in the case of any time to repay other draw on a Reimbursement Obligation pursuant to Section 3.07Letter of Credit, promptly following receipt of notice from on demand by the Administrative Agent or the applicable Issuing Bank, each Revolving Lender shall make payment to the Administrative Agent, for the account of the applicable Issuing Bank, in immediately available funds in the Agreed Currency in an amount equal to such Lender's Revolving Lender’s Loan Pro Rata Share of the amount Dollar Amount of any unreimbursed such payment of an L/C Draft or other draw under a Letter of Creditdraw. The obligation of each Revolving Lender to reimburse the applicable Issuing Bank Banks under this Section 3.06 3.6 shall be unconditional, continuing, irrevocable and absolute. In the event that any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this Section 3.063.6, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender hereunder until the Administrative Agent receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied; provided, however, that nothing contained in this sentence shall relieve such Revolving Lender of its obligation to reimburse the applicable Issuing Bank for such amount in accordance with this Section 3.063.6.

Letter of Credit Participation. Immediately On the date of this Agreement with respect to the Letters of Credit identified on Schedule 3.2 and immediately upon the issuance of each Letter of Credit hereunder, each Revolving Lender with a Pro Rata Share shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each the applicable Issuing Bank an undivided interest and participation in and to each such Letter of Credit, the obligations of the Borrower Company in respect thereof, and the liability of the applicable such Issuing Bank thereunder (collectively, an “L/C Interest”) in an amount equal to the amount Dollar Amount available for drawing under such Letter of Credit multiplied by such Revolving Lender’s Pro Rata Share. If In consideration and in furtherance of the Borrower fails at any time to repay a Reimbursement Obligation pursuant to Section 3.07, promptly following receipt of notice from the Administrative Agent or the applicable Issuing Bankforegoing, each Revolving Lender shall make payment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, in immediately available funds in an amount equal to Dollars such Revolving Lender’s Pro Rata Share of the amount of any unreimbursed each payment of made by an L/C Draft or other draw under Issuing Bank pursuant to a Letter of CreditCredit and not reimbursed by the Company on the date due as provided in Section 3.7, or of any reimbursement payment required to be refunded to the Company for any reason. The Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or Unmatured Default or reduction or termination of the Revolving Credit Commitments, and that each Revolving Lender to reimburse the applicable Issuing Bank under this Section 3.06 such payment shall be unconditionalmade without any offset, continuingabatement, irrevocable and absolutewithholding or reduction whatsoever. In the event that any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this Section 3.063.6, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest in accordance with Section 12.2(B) amounts otherwise payable to such Revolving Lender hereunder until the Administrative Agent receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied, and such obligation shall accrue interest at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such obligation is fully satisfied; provided, however, that nothing contained in this sentence shall relieve such Revolving Lender of its obligation to reimburse the applicable Issuing Bank for such amount in accordance with this Section 3.063.6.

Letter of Credit Participation. Immediately upon the issuance of each Letter of Credit hereunder, each Revolving Lender with a Pro Rata Share shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each the applicable Issuing Bank an undivided interest and participation in and to each such Letter of Credit, the obligations of the Borrower in respect thereof, and the liability of the applicable such Issuing Bank thereunder (collectively, an “"L/C Interest”) " in an amount equal to the amount available for drawing under such Letter of Credit multiplied by such Revolving Lender’s 's Pro Rata Share. If Each Issuing Bank will notify each Lender promptly upon presentation to it of an L/C Draft or upon any other draw under a Letter of Credit. On or before the Borrower fails at Business Day on which an Issuing Bank makes payment of each such L/C Draft or, in the case of any time to repay other draw on a Reimbursement Obligation pursuant to Section 3.07Letter of Credit, promptly following receipt of notice from on demand by the Administrative Agent or the applicable Issuing BankAgent, each Revolving Lender shall make payment to the Administrative Agent, for the account of the applicable Issuing Bank, in immediately available funds in an amount equal to such Revolving Lender’s 's Pro Rata Share of the amount of any unreimbursed such payment of an L/C Draft or other draw under a Letter of Creditdraw. The obligation of each Revolving Lender to reimburse the applicable Issuing Bank Banks under this Section 3.06 3.6 shall be unconditional, continuing, irrevocable and absolute. In the event that any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this Section 3.063.6, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender hereunder until the Administrative Agent receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied; provided, however, that nothing contained in this sentence shall relieve such Revolving Lender of its obligation to reimburse the applicable Issuing Bank for such amount in accordance with this Section 3.063.6.

Letter of Credit Participation. Immediately upon the issuance of each Letter of Credit hereunder, each Revolving Lender with a Revolving Loan Pro Rata Share shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each the applicable Issuing Bank an undivided interest and participation in and to each such Letter of Credit, the obligations of the Borrower in respect thereof, and the liability of the applicable such Issuing Bank thereunder (collectively, an “L/C Interest”) in an amount equal to the amount available for drawing under such Letter of Credit multiplied by such Revolving Lender’s Revolving Loan Pro Rata Share. If Each Issuing Bank will notify each Lender promptly upon presentation to it of an L/C Draft or upon any other draw under a Letter of Credit. On or before the Borrower fails at Business Day on which an Issuing Bank makes payment of each such L/C Draft or, in the case of any time to repay other draw on a Reimbursement Obligation pursuant to Section 3.07Letter of Credit, promptly following receipt of notice from on demand by the Administrative Agent or the applicable Issuing BankAgent, each Revolving Lender shall make payment to the Administrative Agent, for the account of the applicable Issuing Bank, in immediately available funds in an amount equal to such Revolving Lender’s Revolving Loan Pro Rata Share of the amount of any unreimbursed such payment of an L/C Draft or other draw under a Letter of Creditdraw. The obligation of each Revolving Lender to reimburse the applicable Issuing Bank Banks under this Section 3.06 3.6 shall be unconditional, continuing, irrevocable and absolute. In the event that any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this Section 3.063.6, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender hereunder until the Administrative Agent receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied; provided, however, that nothing contained in this sentence shall relieve such Revolving Lender of its obligation to reimburse the applicable Issuing Bank for such amount in accordance with this Section 3.063.6.

Letter of Credit Participation. Immediately Unless a Lender shall have notified the Issuing Lender, prior to its issuance of a Letter of Credit, that any applicable condition precedent set forth in SECTIONS 4.1 and 4.2 had not then been satisfied immediately upon the issuance of each Letter of Credit hereunder, each Revolving Lender with a Pro Rata Share shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each the applicable Issuing Bank Lender an undivided interest and participation in and to each such Letter of Credit, the obligations of the Borrower in respect thereof, and the liability of the applicable such Issuing Bank Lender thereunder (collectively, an “"L/C Interest”") in an amount equal to the amount available for drawing under such Letter of Credit multiplied by such Revolving Lender’s 's Pro Rata Share. If Each Issuing Lender will notify each Lender promptly upon presentation to it of an L/C Draft or upon any other draw under a Letter of Credit. On or before the Borrower fails at Business Day on which an Issuing Lender makes payment of each such L/C Draft or, in the case of any time to repay other draw on a Reimbursement Obligation pursuant to Section 3.07Letter of Credit, promptly following receipt of notice from on demand by the Administrative Agent or the applicable Issuing BankAgent, each Revolving Lender shall make payment to the Administrative Agent, for the account of the applicable Issuing BankLender, in immediately available funds in an amount equal to such Revolving Lender’s 's Pro Rata Share of the amount of any unreimbursed such payment of an L/C Draft or other draw under a Letter of Creditdraw. The obligation of each Revolving Lender to reimburse the applicable Issuing Bank Lenders under this Section 3.06 SECTION 2.20.5 shall be unconditional, continuing, irrevocable and absolute. In the event that any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this Section 3.06SECTION 2.20.5, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender hereunder until the Administrative Agent receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied; provided, however, that nothing contained in this sentence shall relieve such Revolving Lender of its obligation to reimburse the applicable Issuing Bank for such amount in accordance with this Section 3.06.such

Letter of Credit Participation. Immediately upon the issuance of each Letter of Credit by the Agent hereunder, each Revolving Lender with a Pro Rata Share shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each Issuing Bank the Agent an undivided interest and participation in and to each such Letter of Credit, the obligations of the Borrower in respect thereof, and the liability of the applicable Issuing Bank Agent thereunder (collectively, an “"L/C Interest”INTEREST") in an amount equal to the amount available for drawing under such Letter of Credit multiplied by a fraction having as its numerator such Revolving Lender’s Pro Rata Share's Commitment and as its denominator the Aggregate Commitment. If the Borrower fails at any time fails to repay a "Reimbursement Obligation pursuant Obligation" (as defined in SECTION 2.21.3), the Agent will notify each Lender promptly upon presentation to Section 3.07it of an L/C Draft or upon any other draw under any Letter of Credit, promptly following receipt such notice to be given at least three (3) Business Days before the Business Day on which the Agent makes payment of notice from each such L/C Draft, or, in the Administrative case of any other draw on the Letter of Credit, at the time of demand by the Agent. On or before the Business Day on which the Agent or makes payment of each such L/C Draft or, in the applicable Issuing Bankcase of any other draw on the Letter of Credit, on demand of the Agent, each Revolving Lender shall make payment to the Administrative Agent, for the account of the applicable Issuing Bank, in immediately available funds in an amount equal to such Revolving Lender’s Pro Rata Share 's ratable share (determined in accordance with the fraction described above) of the amount of such payment or draw. Unless the Required Lenders shall have notified the Agent prior to the Agent issuing any unreimbursed payment of an L/C Draft or other draw under a Letter of Credit. The , that the applicable conditions precedent set forth in ARTICLE IV have not then been satisfied, the obligation of each Revolving Lender to reimburse the applicable Issuing Bank Agent under this Section 3.06 SECTION 2.21.2 shall be unconditional, continuing, irrevocable and absoluteabsolute and shall not be affected or impaired by, among other things, the reduction, suspension or termination of the Aggregate Commitment pursuant to SECTION 2.11(b) or SECTION 8.1. In the event that any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this Section 3.06SECTION 2.21.2, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender hereunder until the Administrative Agent receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied; providedPROVIDED, howeverHOWEVER, that nothing contained in this sentence shall relieve such Revolving Lender of its obligation to reimburse the applicable Issuing Bank Agent for such amount in accordance with this Section 3.06SECTION 2.21.2.

Letter of Credit Participation. Immediately Unless a Lender shall have notified the Issuing Bank prior to the issuance of a Letter of Credit that any applicable condition precedent set forth in Sections 5.1 and 5.2 had not been satisfied, (a) upon the Closing Date with respect to each Letter of Credit outstanding under the Original Credit Agreement and (b) immediately upon the issuance of each other Letter of Credit hereunder, each Revolving Lender with a Pro Rata Share Revolving Loan Commitment shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each the applicable Issuing Bank an undivided interest and participation in and to each such Letter of Credit, the obligations of the Borrower in respect thereof, and the liability of the applicable such Issuing Bank thereunder (collectively, an “"L/C Interest”) INTEREST" in an amount equal to the amount available for drawing under such Letter of Credit multiplied by such Lender's Revolving Lender’s Loan Pro Rata Share. If Each Issuing Bank will notify each Lender promptly upon presentation to it of an L/C Draft or upon any other draw under a Letter of Credit. On or before the Borrower fails at Business Day on which an Issuing Bank makes payment of each such L/C Draft or, in the case of any time to repay other draw on a Reimbursement Obligation pursuant to Section 3.07Letter of Credit, promptly following receipt of notice from on demand by the Administrative Agent or the applicable Issuing BankAgent, each Revolving Lender shall make payment to the Administrative Agent, for the account of the applicable Issuing Bank, in immediately available funds in an amount equal to such Lender's Revolving Lender’s Loan Pro Rata Share of the amount of any unreimbursed such payment of an L/C Draft or other draw under a Letter of Creditdraw. The obligation of each Lender with a Revolving Lender Loan Commitment to reimburse the applicable Issuing Bank Banks under this Section 3.06 3.6 shall be unconditional, continuing, irrevocable and absolute. In the event that any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this Section 3.063.6, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender hereunder until the Administrative Agent receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied; provided, however, that nothing contained in this sentence shall relieve such Revolving Lender of its obligation to reimburse the applicable Issuing Bank for such amount in accordance with this Section 3.063.6.

Letter of Credit Participation. Immediately upon the issuance of each Letter of Credit hereunder, each Revolving Lender with a Pro Rata Share shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each the Issuing Bank an undivided interest and participation in and to each such Letter of Credit, the obligations of the Borrower in respect thereof, and the liability of the applicable Issuing Bank thereunder (collectively, an “"L/C Interest”INTEREST") in an amount equal to the amount available for drawing under such Letter of Credit multiplied by such Revolving Lender’s 's Pro Rata Share. If The Issuing Bank will notify each Lender promptly upon presentation to it of an L/C Draft or upon any other draw under a Letter of Credit. On or before the Borrower fails at Business Day on which the Issuing Bank makes payment of each such L/C Draft or, in the case of any time to repay other draw on a Reimbursement Obligation pursuant to Section 3.07Letter of Credit, promptly following receipt of notice from on demand by the Administrative Agent or the applicable Issuing Bank, in either case, to the extent the Borrower fails to reimburse the Issuing Bank on such date in an amount equal to such payment or draw, each Revolving Lender shall make payment to the Administrative Agent, for the account of the applicable Issuing Bank, in immediately available funds in an amount equal to such Revolving Lender’s 's Pro Rata Share of the amount of any unreimbursed such payment of an L/C Draft or other draw under a Letter of Creditdraw. The obligation of each Revolving Lender to reimburse the applicable Issuing Bank under this Section 3.06 3.5 shall be unconditional, continuing, irrevocable and absolute. In the event that any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this Section 3.063.5, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender hereunder until the Administrative Agent receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied; provided, however, that nothing contained in this sentence shall relieve such Revolving Lender of its obligation to reimburse the applicable Issuing Bank for such amount in accordance with this Section 3.06.,

Letter of Credit Participation. Immediately Unless a Bank shall have notified the Issuing Bank, prior to its issuance of a Letter of Credit, that any applicable condition precedent set forth in Sections 6.01 or 6.02 had not then been satisfied, immediately upon the issuance of each other Letter of Credit hereunder, each Revolving Lender with a Pro Rata Share Bank shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each the applicable Issuing Bank an undivided interest and participation in and to each such Letter of Credit, the obligations of the Borrower in respect thereof, and the liability of the applicable such Issuing Bank thereunder (collectively, as to each Bank, an “L/C Interest”) in an amount equal to the amount available for drawing under such Letter of Credit multiplied by such Revolving LenderBank’s Pro Rata Sharepro rata share of the Aggregate Commitments. If Each Issuing Bank will notify each Bank that has a Commitment promptly upon presentation to it of an L/C Draft or upon any other draw under a Letter of Credit. On or before the Borrower fails at Business Day on which an Issuing Bank makes payment of each such L/C Draft or, in the case of any time to repay other draw on a Reimbursement Obligation pursuant to Section 3.07Letter of Credit, promptly following receipt of notice from on demand by the Administrative Agent or the applicable Issuing BankAgent, each Revolving Lender Bank shall make payment to the Administrative Agent, for the account of the applicable Issuing Bank, in immediately available funds in an amount equal to such Revolving Lender’s Pro Rata Share of the amount of any unreimbursed the payment of an under the L/C Draft or other draw under a on the Letter of CreditCredit multiplied by such Bank’s pro rata share of the Aggregate Commitments. The Except to the extent set forth in the last sentence of this Section 4.05, the obligation of each Revolving Lender Bank to reimburse the applicable Issuing Bank Banks under this Section 3.06 4.05 shall be unconditional, continuing, irrevocable and absoluteabsolute without counterclaim or set-off; provided, however, the obligation of each Bank shall not extend to payments made under a Letter of Credit resulting from the Issuing Bank’s gross negligence or willful misconduct in honoring any L/C Draft. In the event that any Revolving Lender Bank fails to make payment to the Administrative Agent of any amount due under this Section 3.064.05, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender Bank hereunder until the Administrative Agent receives such payment from such Revolving Lender Bank or such obligation is otherwise fully satisfied, and such Bank shall pay to the Administrative Agent, for the account of the applicable Issuing Bank, interest on the amount of such Bank’s outstanding obligation at the Federal Funds Rate; provided, however, that nothing contained in this sentence shall relieve such Revolving Lender Bank of its obligation to reimburse the applicable Issuing Bank for such amount in accordance with this Section 3.064.05. Notwithstanding the foregoing, no Bank shall have any reimbursement, payment or other obligation with respect to any Letter of Credit issued pursuant to the proviso in Section 4.02(ii) hereof.

Letter of Credit Participation. Immediately upon the issuance of each -------------------------------- Letter of Credit hereunder, each Revolving Lender with a Pro Rata Share shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each Issuing Bank an undivided interest and participation in and to each Letter of Credit, the obligations of the Borrower in respect thereof, and the liability of the applicable Issuing Bank thereunder (collectively, an “"L/C Interest”") in an amount equal to the amount available for drawing under such Letter of Credit multiplied by such Revolving Lender’s 's Pro Rata Share. If the Borrower fails at any time to repay a Reimbursement Obligation pursuant to Section 3.073.7, ----------- promptly following receipt of notice from the Administrative Agent or the applicable Issuing Bank, each Revolving Lender shall make payment to the Administrative Agent, for the account of the applicable Issuing Bank, in immediately available funds in an amount equal to such Revolving Lender’s 's Pro Rata Share of the amount of any unreimbursed payment of an L/C Draft or other draw under a Letter of Credit. The obligation of each Revolving Lender to reimburse the applicable Issuing Bank under this Section 3.06 3.6 shall be unconditional, continuing, irrevocable and absolute. ------------ In the event that any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this Section 3.063.6, the Administrative Agent shall be ----------- entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender hereunder until the Administrative Agent receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied; provided, however, that nothing contained in this sentence -------- ------- shall relieve such Revolving Lender of its obligation to reimburse the applicable Issuing Bank for such amount in accordance with this Section 3.06.3.6. ------------

Letter of Credit Participation. Immediately On the date of this Agreement, with respect to the Letters of Credit identified on SCHEDULE 3.2, and immediately upon the issuance of each Letter of Credit hereunder, each Revolving Lender with a Pro Rata Share shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each the Issuing Bank an undivided interest and participation in and to each such Letter of Credit, the obligations of the Borrower in respect thereof, and the liability of the applicable Issuing Bank thereunder (collectively, an “"L/C Interest”INTEREST") in an amount equal to the amount available for drawing under such Letter of Credit multiplied by such Revolving Lender’s 's Pro Rata Share. If The Issuing Bank will notify each Lender promptly upon presentation to it of an L/C Draft or upon any other draw under a Letter of Credit. On or before the Business Day on which the Issuing Bank makes payment of each such L/C Draft or, in the case of any other draw on a Letter of Credit, on demand by the Agent or the Issuing Bank, in either case, to the extent the Borrower fails at any time to repay a Reimbursement Obligation pursuant reimburse the Issuing Bank on such date in an amount equal to Section 3.07, promptly following receipt of notice from the Administrative Agent such payment or the applicable Issuing Bankdraw, each Revolving Lender shall make payment to the Administrative Agent, for the account of the applicable Issuing Bank, in immediately available funds in an amount equal to such Revolving Lender’s 's Pro Rata Share of the amount of any unreimbursed such payment of an L/C Draft or other draw under a Letter of Creditdraw. The obligation of each Revolving Lender to reimburse the applicable Issuing Bank under this Section 3.06 SECTION 3.6 shall be unconditional, continuing, irrevocable and absolute, unless the applicable Letter of Credit shall have been issued or amended in contravention of the provisions of SECTION 3.3. In the event that any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this Section 3.06SECTION 3.6, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender hereunder until the Administrative Agent receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied; providedPROVIDED, howeverHOWEVER, that nothing contained in this sentence shall relieve such Revolving Lender of its obligation to reimburse the applicable Issuing Bank for such amount in accordance with this Section 3.06SECTION 3.6.

Letter of Credit Participation. Immediately Unless a Lender shall have notified the Issuing Bank prior to its issuance of a Letter of Credit that any applicable condition precedent set forth in SECTIONS 5.1 and 5.2 had not been satisfied, then immediately upon the issuance of each Letter of Credit hereunder, each Revolving Lender with a Pro Rata Share shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each the applicable Issuing Bank an undivided interest and participation in and to each such Letter of Credit, the obligations of the Borrower in respect thereof, and the liability of the applicable such Issuing Bank thereunder (collectively, an “"L/C Interest”INTEREST") in an amount equal to the amount available for drawing under such Letter of Credit multiplied by such Revolving Lender’s 's Pro Rata Share. If Each Issuing Bank will notify each Lender promptly upon presentation to it of an L/C Draft or upon any other draw under a Letter of Credit. On or before the Borrower fails at Business Day on which an Issuing Bank makes payment of each such L/C Draft or, in the case of any time to repay other draw on a Reimbursement Obligation pursuant to Section 3.07Letter of Credit, promptly following receipt of notice from on demand by the Administrative Agent or the applicable Issuing BankAgent, each Revolving Lender shall make payment to the Administrative Agent, for the account of the applicable Issuing Bank, in immediately available funds in an amount equal to such Revolving Lender’s 's Pro Rata Share of the amount of any unreimbursed such payment of an L/C Draft or other draw under a Letter of Creditdraw. The obligation of each Revolving Lender to reimburse the applicable Issuing Bank Banks under this Section 3.06 SECTION 3.5 shall be unconditional, continuing, irrevocable and absolute. In the event that any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this Section 3.06SECTION 3.5, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender hereunder until the Administrative Agent receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied; providedPROVIDED, howeverHOWEVER, that nothing contained in this sentence shall relieve such Revolving Lender of its obligation to reimburse the applicable Issuing Bank for such amount in accordance with this Section 3.06SECTION 3.5.

Letter of Credit Participation. Immediately Unless a Lender shall have notified the Issuing Bank, prior to its issuance of a Letter of Credit, that any applicable condition precedent set forth in SECTIONS 5.1 and 5.2 had not then been satisfied, (a) upon the Effective Date with respect to the Existing Letter of Credit and (b) immediately upon the issuance of each other Letter of Credit hereunder, each Revolving Lender with a Pro Rata Share shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each the applicable Issuing Bank an undivided interest and participation in and to each such Letter of Credit, the obligations of the Borrower in respect thereof, and the liability of the applicable such Issuing Bank thereunder (collectively, an “"L/C Interest”INTEREST") in an amount equal to the amount available for drawing under such Letter of Credit multiplied by such Revolving Lender’s 's Pro Rata Share. If Each Issuing Bank will notify each Lender promptly upon presentation to it of an L/C Draft or upon any other draw under a Letter of Credit. On or before the Borrower fails at Business Day on which an Issuing Bank makes payment of each such L/C Draft or, in the case of any time to repay other draw on a Reimbursement Obligation pursuant to Section 3.07Letter of Credit, promptly following receipt of notice from on demand by the Administrative Agent or the applicable Issuing BankAgent, each Revolving Lender shall make payment to the Administrative Agent, for the account of the applicable Issuing Bank, in immediately available funds in an amount equal to such Revolving Lender’s 's Pro Rata Share of the amount of any unreimbursed such payment of an L/C Draft or other draw under a Letter of Creditdraw. The obligation of each Revolving Lender to reimburse the applicable Issuing Bank Banks under this Section 3.06 SECTION 3.5 shall be unconditional, continuing, irrevocable and absolute; PROVIDED, HOWEVER, the obligation of each Lender shall not extend to payments made under a Letter of Credit resulting from the Issuing Bank's Gross Negligence or willful misconduct in honoring any L/C Draft. In the event that any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this Section 3.06SECTION 3.5, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender hereunder until the Administrative Agent receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied; providedPROVIDED, howeverHOWEVER, that nothing contained in this 397909 Execution Copy 36 sentence shall relieve such Revolving Lender of its obligation to reimburse the applicable Issuing Bank for such amount in accordance with this Section 3.06SECTION 3.5.

Letter of Credit Participation. Immediately upon the issuance of each Letter of Credit hereunder, each Revolving Lender with a Pro Rata Share Revolving Loan Commitment shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each the applicable Issuing Bank an undivided interest and participation in and to each such Letter of Credit, the obligations of the Borrower Borrowers in respect thereof, and the liability of the applicable Issuing Bank thereunder (collectively, an “"L/C Interest”") in an amount equal to the amount available for drawing under such Letter of Credit multiplied by such Lender's Revolving Lender’s Loan Pro Rata Share. If The Issuing Bank will notify each Lender promptly upon presentation to it of an L/C Draft or upon any other draw under a Letter of Credit. On or before the Borrower fails at Business Day on which the Issuing Bank makes payment of each such L/C Draft or, in the case of any time to repay other draw on a Reimbursement Obligation pursuant to Section 3.07Letter of Credit, promptly following receipt of notice from on demand by the Administrative Agent or the applicable Issuing BankAgent, each Revolving Lender shall make payment to the Administrative Agent, for the account of the applicable Issuing Bank, in immediately available funds in an amount equal to such Lender's Revolving Lender’s Loan Pro Rata Share of the amount of any unreimbursed such payment of an L/C Draft or other draw under a Letter of Creditdraw. The obligation of each Revolving Lender to reimburse the applicable Issuing Bank under this Section 3.06 3.6 shall be unconditional, continuing, irrevocable and absolute. In the event that any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this Section 3.063.6, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender hereunder until the Administrative Agent receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied; provided, however, that nothing contained in this sentence shall relieve such Revolving Lender of its obligation to reimburse the applicable Issuing Bank for such amount in accordance with this Section 3.063.6.

Letter of Credit Participation. Immediately upon the issuance of each ------------------------------ Letter of Credit hereunder, each Revolving Lender with a Pro Rata Share shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each the applicable Issuing Bank an undivided interest and participation in and to each such Letter of Credit, the obligations of right to receive payments from the Borrower in respect thereof, and the liability of the applicable such Issuing Bank thereunder (collectively, an “"L/C Interest”") in an amount equal to the amount Dollar Amount available for drawing under such Letter of Credit multiplied by such Revolving Lender’s 's Pro Rata Share. If Each Issuing Bank will notify each Lender promptly upon presentation to it of an L/C Draft or upon any other draw under a Letter of Credit. On the Borrower fails at Business Day on which an Issuing Bank makes payment of each such L/C Draft or, in the case of any time to repay other draw on a Reimbursement Obligation pursuant to Section 3.07Letter of Credit, promptly following receipt of notice from on demand by the Administrative Agent or the applicable Issuing Bank, each Revolving Lender shall make payment to the Administrative Agent, for the account of the applicable Issuing Bank, in immediately available funds in the Agreed Currency in an amount equal to such Revolving Lender’s 's Pro Rata Share of the amount Dollar Amount of any unreimbursed such payment of an L/C Draft or other draw under a Letter of Creditdraw. The obligation of each Revolving Lender to reimburse the applicable Issuing Bank Banks under this Section 3.06 ------- 3.6 shall be unconditional, continuing, irrevocable and absolute. In the event --- that any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this Section 3.063.6, the Administrative Agent shall be entitled to ----------- receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender hereunder until the Administrative Agent receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied; provided, however, that nothing contained in this sentence shall -------- ------- relieve such Revolving Lender of its obligation to reimburse the applicable Issuing Bank for such amount in accordance with this Section 3.06.3.6. -----------

Letter of Credit Participation. Immediately On the date of this Agreement with respect to the Letters of Credit identified on Schedule 3.2 and immediately upon the issuance of each Letter of Credit hereunder, each Revolving Lender with a Pro Rata Share shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each the applicable Issuing Bank an undivided interest and participation in and to each such Letter of Credit, the obligations of the Borrower in respect thereof, and the liability of the applicable such Issuing Bank thereunder (collectively, an “"L/C Interest”INTEREST") in an amount equal to the amount Dollar Amount available for drawing under such Letter of Credit multiplied by such Revolving Lender’s 's Pro Rata Share. If Each Issuing Bank will notify each Lender promptly upon presentation to it of an L/C Draft or upon any other draw under a Letter of Credit. On or before the Borrower fails at Business Day on which an Issuing Bank makes payment of each such L/C Draft or, in the case of any time to repay other draw on a Reimbursement Obligation pursuant to Section 3.07Letter of Credit, promptly following receipt of notice from on demand by the Administrative Agent or the applicable Issuing Bank, each Revolving Lender shall make payment to the Administrative Agent, for the account of the applicable Issuing Bank, in immediately available funds in the Agreed Currency in an amount equal to such Revolving Lender’s 's Pro Rata Share of the amount Dollar Amount of any unreimbursed such payment of an L/C Draft or other draw under a Letter of Creditdraw. The obligation of each Revolving Lender to reimburse the applicable Issuing Bank Banks under this Section 3.06 3.6 shall be unconditional, continuing, irrevocable and absolute. In the event that any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this Section 3.063.6, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender hereunder until the Administrative Agent receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied; provided, however, that nothing contained in this sentence shall relieve such Revolving Lender of its obligation to reimburse the applicable Issuing Bank for such amount in accordance with this Section 3.063.6.

Letter of Credit Participation. Immediately On the date of this Agreement, with respect to the Transitional Letters of Credit, and immediately upon the issuance of each additional Letter of Credit hereunder, each Revolving Lender with a Pro Rata Share shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each Issuing Bank an undivided interest and participation in and to each Letter of Credit, the obligations of the Borrower in respect thereof, and the liability of the applicable Issuing Bank thereunder (collectively, an “"L/C Interest”") in an amount equal to the amount available for drawing under such Letter of Credit multiplied by such Revolving Lender’s Pro Rata Share. If the Borrower fails at any time to repay a Reimbursement Obligation pursuant to Section 3.073.7, promptly following receipt of notice from the Administrative Agent or the applicable Issuing Bank, each Revolving Lender shall make payment to the Administrative Agent, for the account of the applicable Issuing Bank, in immediately available funds in an amount equal to such Revolving Lender’s Pro Rata Share of the amount of any unreimbursed payment of an L/C Draft or other draw under a Letter of Credit. The obligation of each Revolving Lender to reimburse the applicable Issuing Bank under this Section 3.06 3.6 shall be unconditional, continuing, irrevocable and absolute. In the event that any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this Section 3.063.6, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender hereunder until the Administrative Agent receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied; provided, however, that nothing contained in this sentence shall relieve such Revolving Lender of its obligation to reimburse the applicable Issuing Bank for such amount in accordance with this Section 3.063.6.

Letter of Credit Participation. Immediately Unless a Lender shall have notified the Issuing Bank, prior to its issuance of a Letter of Credit, that any applicable condition precedent set forth in SECTIONS 5.1 and 5.2 had not then been satisfied, immediately upon the issuance of each other Letter of Credit hereunder, each Revolving Lender with a Pro Rata Share shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each the applicable Issuing Bank an undivided interest and participation in and to each such Letter of Credit, the obligations of the Borrower in respect thereof, and the liability of the applicable such Issuing Bank thereunder (collectively, an “"L/C Interest”INTEREST") in an amount equal to the amount available for drawing under such Letter of Credit multiplied by such Revolving Lender’s 's Pro Rata Share. If Each Issuing Bank will notify each Lender promptly upon presentation to it of an L/C Draft or upon any other draw under a Letter of Credit. On or before the Borrower fails at Business Day on which an Issuing Bank makes payment of each such L/C Draft or, in the case of any time to repay other draw on a Reimbursement Obligation pursuant to Section 3.07Letter of Credit, promptly following receipt of notice from on demand by the Administrative Agent or the applicable Issuing BankAgent, each Revolving Lender shall make payment to the Administrative Agent, for the account of the applicable Issuing Bank, in immediately available funds in an amount equal to such Revolving Lender’s 's Pro Rata Share of the amount of any unreimbursed such payment of an L/C Draft or other draw under a Letter of Creditdraw. The obligation of each Revolving Lender to reimburse the applicable Issuing Bank Banks under this Section 3.06 3.5 shall be unconditional, continuing, irrevocable and absolute; PROVIDED that the obligation of each Lender shall not extend to payments made under a Letter of Credit resulting from the Issuing Bank's Gross Negligence or willful misconduct in honoring any L/C Draft. In the event that any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this Section 3.06SECTION 3.5, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender hereunder until the Administrative Agent receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied; provided, however, PROVIDED that nothing contained in this sentence shall relieve such Revolving Lender of its obligation to reimburse the applicable Issuing Bank for such amount in accordance with this Section 3.06SECTION 3.5.

Letter of Credit Participation. Immediately On the date of this Agreement with respect to the Transitional Letters of Credit and immediately upon the issuance of each other Letter of Credit hereunder, each Revolving Loan Lender with a Pro Rata Share shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each the Issuing Bank an undivided interest and participation in and to each such Letter of Credit, the obligations of the applicable Borrower in respect thereof, thereof and the liability of the applicable Issuing Bank thereunder (collectively, an “L/C Interest”) in an amount equal to the amount available for drawing under such Letter of Credit multiplied by such Revolving Loan Lender’s Pro Rata Share. If The Issuing Bank will notify each Lender promptly upon presentation to it of an L/C Draft or upon any other draw under a Letter of Credit. On or before the Borrower fails at Business Day on which the Issuing Bank makes payment of each such L/C Draft or, in the case of any time to repay other draw on a Reimbursement Obligation pursuant to Section 3.07Letter of Credit, promptly following receipt of notice from on demand by the Administrative Agent or the applicable Issuing Bank, each Revolving Loan Lender shall make payment to the Administrative Agent, for the account of the applicable Issuing Bank, in immediately available funds in the applicable Agreed Currency in an amount equal to such Revolving Loan Lender’s Pro Rata Share of the amount of any unreimbursed such payment of an L/C Draft or other draw under a Letter of Creditdraw. The obligation of each Revolving Loan Lender to reimburse the applicable Issuing Bank under this Section 3.06 3.6 shall be unconditional, continuing, irrevocable and absolute. In the event that any Revolving Loan Lender fails to make payment to the Administrative Agent of any amount due under this Section 3.063.6, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender hereunder until the Administrative Agent receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied; provided, however, that nothing contained in this sentence shall relieve such Revolving Lender of its obligation to reimburse the applicable Issuing Bank for such amount in accordance with this Section 3.06.49

Letter of Credit Participation. Immediately On the Closing Date with respect ------------------------------ to the Existing Letters of Credit, and immediately upon the issuance of each Letter of Credit by any Issuing Lender hereunder, each Revolving Lender with that has a Pro Rata Share Commitment shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each the applicable Issuing Bank Lender an undivided interest and participation in and to each such Letter of Credit, the obligations of the applicable Borrower or Subsidiary Obligor in respect thereof, and the liability of the applicable Issuing Bank Lender thereunder (collectively, an “"L/C Interest”INTEREST") in an amount equal to the amount available for drawing under such Letter of Credit multiplied by such Lender's Revolving Lender’s Pro Rata Credit Share. If The applicable Issuing Lender will notify the Borrower fails at Agent promptly upon presentation to it of an L/C Draft or upon any time to repay other draw under a Reimbursement Obligation pursuant to Section 3.07, Letter of Credit and the Agent will promptly following receipt of notice from notify each Lender that has a Commitment. On or before the Administrative Agent or Business Day on which the applicable Issuing BankLender makes payment of each such L/C Draft or any other draw on a Letter of Credit, on demand of the Agent received by each Lender that has a Commitment not later than 12:00 noon (Seoul, Korea time) on the fifth (5th) Business Day after the date of such demand with respect to Letters of Credit issued for the account of Purina Korea, Inc., and 12:00 noon (New York time) on the third (3rd) Business Day after the date of such demand with respect to all other Letters of Credit, each Revolving Lender (other than the Issuing Lender) shall make payment on such Business Day to the Administrative Agent, Agent for the account of the applicable Issuing BankLender, in immediately available funds in the applicable currency in an amount equal to such Lender's Revolving Lender’s Pro Rata Credit Share of the amount of any unreimbursed payment of an L/C Draft or other draw under a Letter of Credit. The obligation of each Revolving Lender to reimburse the applicable Issuing Bank under this Section 3.06 shall be unconditional, continuing, irrevocable and absolute. In the event that any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this Section 3.06, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender hereunder until the Administrative Agent receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied; provided, however, that nothing contained in this sentence shall relieve such Revolving Lender of its obligation to reimburse the applicable Issuing Bank for such amount in accordance with this Section 3.06draw.

Letter of Credit Participation. Immediately upon the issuance of ------------------------------ each Letter of Credit by any Issuing Lender hereunder, each Revolving Lender with that has a Pro Rata Share Commitment shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each the applicable Issuing Bank Lender an undivided interest and participation in and to each such Letter of Credit, the obligations of the applicable Borrower or Subsidiary Obligor in respect thereof, and the liability of the applicable Issuing Bank Lender thereunder (collectively, an “"L/C Interest”INTEREST") in an amount equal to the amount available for drawing under such Letter of Credit multiplied by such Lender's Revolving Lender’s Pro Rata Credit Share. If The applicable Issuing Lender will notify the Borrower fails at Agent promptly upon presentation to it of an L/C Draft or upon any time to repay other draw under a Reimbursement Obligation pursuant to Section 3.07, Letter of Credit and the Agent will promptly following receipt of notice from notify each Lender that has a Commitment. On or before the Administrative Agent or Business Day on which the applicable Issuing BankLender makes payment of each such L/C Draft or any other draw on a Letter of Credit, on demand of the Agent received by each Lender that has a Commitment not later than 12:00 noon (Seoul, Korea time) on the fifth (5th) Business Day after the date of such demand with respect to Letters of Credit issued for the account of Purina Korea, Inc., and 12:00 noon (New York time) on the third (3rd) Business Day after the date of such demand with respect to all other Letters of Credit, each Revolving Lender (other than the Issuing Lender) shall make payment on such Business Day to the Administrative Agent, Agent for the account of the applicable Issuing BankLender, in immediately available funds in the applicable currency in an amount equal to such Lender's Revolving Lender’s Pro Rata Credit Share of the amount of any unreimbursed payment of an L/C Draft or other draw under a Letter of Credit. The obligation of each Revolving Lender to reimburse the applicable Issuing Bank under this Section 3.06 shall be unconditional, continuing, irrevocable and absolute. In the event that any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this Section 3.06, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender hereunder until the Administrative Agent receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied; provided, however, that nothing contained in this sentence shall relieve such Revolving Lender of its obligation to reimburse the applicable Issuing Bank for such amount in accordance with this Section 3.06draw.

Letter of Credit Participation. Immediately On the date of this Agreement, with respect to the Letters of Credit identified on Schedule 3.2, and immediately upon the issuance of each Letter of Credit hereunder, each Revolving Lender with a Pro Rata Share shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each the applicable Issuing Bank an undivided interest and participation in and to each such Letter of Credit, the obligations of the Borrower Company in respect thereof, and the liability of the applicable such Issuing Bank thereunder (collectively, an “"L/C Interest”INTEREST") in an amount equal to the amount Dollar Amount available for drawing under such Letter of Credit multiplied by such Revolving Lender’s 's Pro Rata Share. If Each Issuing Bank will notify each Lender promptly upon presentation to it of an L/C Draft or upon any other draw under a Letter of Credit. On or before the Borrower fails at Business Day on which an Issuing Bank makes payment of each such L/C Draft or, in the case of any time to repay other draw on a Reimbursement Obligation pursuant to Section 3.07Letter of Credit, promptly following receipt of notice from on demand by the Administrative Agent or the applicable Issuing Bank, each Revolving Lender shall make payment to the Administrative Agent, for the account of the applicable Issuing Bank, in immediately available funds in the Agreed Currency in an amount equal to such Revolving Lender’s 's Pro Rata Share of the amount Dollar Amount of any unreimbursed such payment of an L/C Draft or other draw under a Letter of Creditdraw. The obligation of each Revolving Lender to reimburse the applicable Issuing Bank Banks under this Section 3.06 3.6 shall be unconditional, continuing, irrevocable and absolute. In the event that any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this Section 3.063.6, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender hereunder until the Administrative Agent receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied; provided, however, that nothing contained in this sentence shall relieve such Revolving Lender of its obligation to reimburse the applicable Issuing Bank for such amount in accordance with this Section 3.063.6.

Letter of Credit Participation. Immediately upon the issuance of each Letter of Credit hereunder, each Revolving Lender with a Pro Rata Share shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each the Issuing Bank an undivided interest and participation in and to each such Letter of Credit, the obligations of the Borrower in respect thereof, and the liability of the applicable Issuing Bank thereunder (collectively, an “"L/C Interest”INTEREST") in an amount equal to the amount available for drawing under such Letter of Credit multiplied by such Revolving Lender’s 's Pro Rata Share. If The Issuing Bank will notify each Lender promptly upon presentation to it of an L/C Draft or upon any other draw under a Letter of Credit. On or before the Borrower fails at Business Day on which the Issuing Bank makes payment of each such L/C Draft or, in the case of any time to repay other draw on a Reimbursement Obligation pursuant to Section 3.07Letter of Credit, promptly following receipt of notice from on demand by the Administrative Agent or the applicable Issuing BankAgent, each Revolving Lender shall make payment to the Administrative Agent, for the account of the applicable Issuing Bank, in immediately available funds in an amount equal to such Revolving Lender’s 's Pro Rata Share of the amount of any unreimbursed such payment of an L/C Draft or other draw under a Letter of Creditdraw. The obligation of each Revolving Lender to reimburse the applicable Issuing Bank under this Section 3.06 SECTION 3.6 shall be unconditional, continuing, irrevocable and absolute. In the event that any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this Section 3.06SECTION 3.6, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender hereunder until the Administrative Agent receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied; providedPROVIDED, howeverHOWEVER, that nothing contained in this sentence shall relieve such Revolving Lender of its obligation to reimburse the applicable Issuing Bank for such amount in accordance with this Section 3.06SECTION 3.6.

Letter of Credit Participation. Immediately On the date of this Agreement, with respect to the Letters of Credit identified in Section 3.2, and immediately upon the issuance of each Letter of Credit hereunder, each Revolving Lender with a Pro Rata Share shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each the applicable Issuing Bank an undivided interest and participation in and to each such Letter of Credit, the obligations of the applicable Borrower in respect thereof, and the liability of the applicable such Issuing Bank thereunder (collectively, an “"L/C Interest”") in an amount equal to the amount Dollar Amount available for drawing under such Letter of Credit multiplied by such Revolving Lender’s 's Pro Rata Share. If Each Issuing Bank will notify the Borrower fails at Administrative Agent and each Lender promptly upon presentation to it of an L/C Draft or upon any time to repay other draw under a Reimbursement Obligation pursuant to Section 3.07Letter of Credit, promptly following receipt which notice shall also state the Agreed Currency and face amount of notice from such L/C Draft or other draw. On or before the Business Day on which an Issuing Bank makes payment of each such L/C Draft or, in the case of any other draw on a Letter of Credit, on demand by the Administrative Agent or the applicable Issuing Bank, each Revolving Lender shall make payment to the Administrative Agent, for the account of the applicable Issuing Bank, in immediately available funds in Dollars in an amount equal to such Revolving Lender’s 's Pro Rata Share of the amount Dollar Amount of any unreimbursed such payment of an L/C Draft or other draw under a Letter of Creditdraw. The obligation of each Revolving Lender to reimburse the applicable Issuing Bank Banks under this Section 3.06 3.6 shall be unconditional, continuing, irrevocable and absolute. In the event that any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this Section 3.063.6, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender hereunder until the Administrative Agent receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied; provided, however, that nothing contained in this sentence shall relieve such Revolving Lender of its obligation to reimburse the applicable Issuing Bank for such amount in accordance with this Section 3.06.is

Letter of Credit Participation. Immediately upon the issuance of each Letter of Credit hereunderby the Issuer hereunder (and on the Effective Date, with respect to the Existing Letters of Credit), each Revolving Lender with a Pro Rata Share shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each Issuing Bank the applicable Issuer an undivided interest and participation in and to each such Letter of Credit, the obligations of the Borrower in respect thereof, and the liability of the applicable Issuing Bank Issuer thereunder (collectively, an “L/C Interest”) in an amount equal to its Pro Rata Share of the amount available for drawing under such Letter of Credit multiplied by such Revolving Lender’s Pro Rata ShareCredit. If the Borrower fails at any time fails to repay a Reimbursement Obligation pursuant to Section 3.07Obligation, promptly following receipt of notice from the Administrative Agent applicable Issuer (or the Agent, on its behalf) will notify each Lender promptly upon presentation to it of an L/C Draft or upon any other draw under any Letter of Credit, such notice to be given at least three Business Days before the Business Day on which the applicable Issuing BankIssuer makes payment of each such L/C Draft, or, in the case of any other draw on the Letter of Credit, at the time of demand by the applicable Issuer. On or before the Business Day on which the applicable Issuer makes payment of each such L/C Draft or, in the case of any other draw on the Letter of Credit, on demand of the applicable Issuer, each Revolving Lender shall make payment to the Administrative Agent, applicable Issuer (or to the Agent for the account of the applicable Issuing BankIssuer), in immediately available funds in an amount equal to such Revolving Lender’s Pro Rata Share of the amount of any unreimbursed such payment of an L/C Draft or other draw under a draw. Unless, with respect to such specific Letter of Credit. The , the Required Lenders shall have notified the Agent prior to the Issuer issuing any Letter of Credit, that the applicable conditions precedent set forth in Article IV have not then been satisfied, the obligation of each Revolving Lender to reimburse the applicable Issuing Bank Issuer under this Section 3.06 2.20.2 shall be unconditional, continuing, irrevocable and absoluteabsolute and shall not be affected or impaired by, among other things, the reduction, suspension or termination of the Aggregate Revolving Commitment pursuant to Section 2.11(b) or 8.1. In the event that any Revolving Lender fails to make payment to the Administrative Agent applicable Issuer of any amount due under this Section 3.062.20.2, the Administrative Agent applicable Issuer shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender hereunder until the Administrative Agent applicable Issuer receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied; provided, however, that nothing contained in this sentence shall relieve such Revolving Lender of its obligation to reimburse the applicable Issuing Bank Issuer for such amount in accordance with this Section 3.062.20.2.

Letter of Credit Participation. Immediately upon the issuance of each Letter of Credit hereunderby the Issuer hereunder (and on the Restatement Effective Date, with respect to the Existing Letters of Credit), each Revolving Lender with a Pro Rata Share shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each Issuing Bank the applicable Issuer an undivided interest and participation in and to each such Letter of Credit, the obligations of the Borrower in respect thereof, and the liability of the applicable Issuing Bank Issuer thereunder (collectively, an “L/C Interest”) in an amount equal to its Pro Rata Share of the amount available for drawing under such Letter of Credit multiplied by such Revolving Lender’s Pro Rata ShareCredit. If the Borrower fails at any time fails to repay a Reimbursement Obligation pursuant to Section 3.07Obligation, promptly following receipt of notice from the Administrative Agent applicable Issuer (or the Agent, on its behalf) will notify each Revolving Lender promptly upon presentation to it of an L/C Draft or upon any other draw under any Letter of Credit, such notice to be given at least three Business Days before the Business Day on which the applicable Issuing BankIssuer makes payment of each such L/C Draft, or, in the case of any other draw on the Letter of Credit, at the time of demand by the applicable Issuer. On or before the Business Day on which the applicable Issuer makes payment of each such L/C Draft or, in the case of any other draw on the Letter of Credit, on demand of the applicable Issuer, each Revolving Lender shall make payment to the Administrative Agent, applicable Issuer (or to the Agent for the account of the applicable Issuing BankIssuer), in immediately available funds in an amount equal to such Revolving Lender’s 's Pro Rata Share of the amount of any unreimbursed such payment of an L/C Draft or other draw under a draw. Unless, with respect to such specific Letter of Credit. The , the Required Revolving Lenders shall have notified the Agent prior to the Issuer issuing any Letter of Credit, that the applicable conditions precedent set forth in Article IV have not then been satisfied, the obligation of each Revolving Lender to reimburse the applicable Issuing Bank Issuer under this Section 3.06 2.20.2 shall be unconditional, continuing, irrevocable and absoluteabsolute and shall not be affected or impaired by, among other things, the reduction, suspension or termination of the Aggregate Revolving Commitment pursuant to Section 2.11(b) or 8.1. In the event that any Revolving Lender fails to make payment to the Administrative Agent applicable Issuer of any amount due under this Section 3.062.20.2, the Administrative Agent applicable Issuer shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender hereunder until the Administrative Agent applicable Issuer receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied; provided, however, that nothing contained in this sentence shall relieve such Revolving Lender of its obligation to reimburse the applicable Issuing Bank Issuer for such amount in accordance with this Section 3.062.20.2.

Letter of Credit Participation. Immediately On the date of this Agreement with respect to the Transitional Letters of Credit and immediately upon the issuance of each other Letter of Credit hereunder, each Revolving Loan Lender with a Pro Rata Share shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each the Issuing Bank an undivided interest and participation in and to each such Letter of Credit, the obligations of the applicable Borrower in respect thereof, thereof and the liability of the applicable Issuing Bank thereunder (collectively, an “L/C Interest”) in an amount equal to the amount available for drawing under such Letter of Credit multiplied by such Revolving Loan Lender’s Pro Rata Share. If The Issuing Bank will notify each Revolving Loan Lender promptly upon presentation to it of an L/C Draft or upon any other draw under a Letter of Credit. On or before the Borrower fails at Business Day on which the Issuing Bank makes payment of each such L/C Draft or, in the case of any time to repay other draw on a Reimbursement Obligation pursuant to Section 3.07Letter of Credit, promptly following receipt of notice from on demand by the Administrative Agent or the applicable Issuing Bank, each Revolving Loan Lender shall make payment to the Administrative Agent, for the account of the applicable Issuing Bank, in immediately available funds in the applicable Agreed Currency in an amount equal to such Revolving Loan Lender’s Pro Rata Share of the amount of any unreimbursed such payment of an L/C Draft or other draw under a Letter of Creditdraw. The obligation of each Revolving Loan Lender to reimburse the applicable Issuing Bank under this Section 3.06 3.6 shall be unconditional, continuing, irrevocable and absolute. In the event that any Revolving Loan Lender fails to make payment to the Administrative Agent of any amount due under this Section 3.063.6, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender hereunder until the Administrative Agent receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied; provided, however, that nothing contained in this sentence shall relieve such Revolving Lender of its obligation to reimburse the applicable Issuing Bank for such amount in accordance with this Section 3.063.6. Notwithstanding the foregoing, the L/C Interest of any Non-Extending Lender (and the obligations of such Non-Extending Lender to make payments to the Issuing Bank under this Section 3.6) shall terminate on the Non-Extended Revolving Loan Termination Date in accordance with Section 2.5(B), at which time the participations granted to and acquired by the Non-Extending Lenders shall be reallocated to the Extending Lenders ratably in accordance with their respective Pro Rata Shares of the Aggregate Revolving Loan Commitment as described in Section 2.5(B) (determined after giving effect to the termination of the Revolving Loan Commitments of the Non-Extending Lenders).

Letter of Credit Participation. Immediately upon the issuance of each Letter of Credit hereunder, each Revolving Lender with a Pro Rata Share shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each the applicable Issuing Bank an undivided interest and participation in and to each such Letter of Credit, the obligations of the applicable Borrower in respect thereof, and the liability of the applicable such Issuing Bank thereunder (collectively, an “"L/C Interest”INTEREST") in an amount equal to the amount Dollar Amount available for drawing under such Letter of Credit multiplied by such Revolving Lender’s 's Pro Rata Share. If Each Issuing Bank will notify each Lender promptly upon presentation to it of an L/C Draft or upon any other draw under a Letter of Credit. On or before the Borrower fails at Business Day on which an Issuing Bank makes payment of each such L/C Draft or, in the case of any time to repay other draw on a Reimbursement Obligation pursuant to Section 3.07Letter of Credit, promptly following receipt of notice from on demand by the Administrative Agent or the applicable Issuing Bank, each Revolving Lender shall make payment to the Administrative Agent, for the account of the applicable Issuing Bank, in immediately available funds in the Agreed Currency in an amount equal to such Revolving Lender’s 's Pro Rata Share of the amount of any unreimbursed such payment of an L/C Draft or other draw under a Letter of Creditdraw. The obligation of each Revolving Lender to reimburse the applicable Issuing Bank Banks under this Section 3.06 3.5 shall be unconditional, continuing, irrevocable and absolute. In the event that any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this Section 3.063.5, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender hereunder until the Administrative Agent receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied; provided, however, that nothing contained in this sentence shall relieve such Revolving Lender of its obligation to reimburse the applicable Issuing Bank for such amount in accordance with this Section 3.063.5.

Letter of Credit Participation. (a) Immediately upon the issuance by an Issuer of each any Facility Letter of Credit hereunderin accordance with the procedures set forth in Section 2.19.3, (i) with respect to each U.S. Facility Letter of Credit, each Revolving Lender with a Pro Rata Share shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each Issuing Bank such Issuer, without recourse or warranty, an undivided interest and participation equal to its Revolving Credit Commitment Percentage in such U.S. Facility Letter of Credit (including, without limitation, all obligations of the applicable Borrower with respect thereto) and any security therefor or guaranty pertaining thereto and (ii) with respect to each Multicurrency Facility Letter of Credit, each Designated Multicurrency Lender with respect to the Borrower for the account of which such Multicurrency Facility Letter of Credit is issued shall be deemed to have irrevocably and unconditionally purchased and received from such Issuer, without recourse or warranty, an undivided interest and participation equal to its Multicurrency Commitment Percentage in such Multicurrency Facility Letter of Credit (including, without limitation, all obligations of the applicable Borrower in with respect thereofthereto), and the liability any security therefor or guaranty pertaining thereto; provided, that a Letter of the applicable Issuing Bank thereunder (collectively, Credit issued by an “L/C Interest”) in an amount equal Issuer shall not be deemed to be a Facility Letter of Credit for purposes of this Section 2.19 if such Issuer shall have received written notice from any Lender on or before one Business Day prior to the amount available for drawing under date of its issuance of such Letter of Credit multiplied by such Revolving Lender’s Pro Rata Share. If the Borrower fails at any time to repay a Reimbursement Obligation pursuant to Section 3.07, promptly following receipt of notice from the Administrative Agent that one or the applicable Issuing Bank, each Revolving Lender shall make payment to the Administrative Agent, for the account more of the applicable Issuing Bankconditions contained in Article IV are not then satisfied, and, in immediately available funds in the event an amount equal Issuer receives such a notice, it shall have no further 38 45 obligation to such Revolving Lender’s Pro Rata Share of the amount of issue any unreimbursed payment of an L/C Draft or other draw under a Letter of Credit. The obligation of each Revolving Lender to reimburse the applicable Issuing Bank under this Section 3.06 shall be unconditional, continuing, irrevocable and absolute. In the event Credit until such notice is withdrawn by that any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this Section 3.06, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender hereunder until the Administrative Agent receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied; provided, however, that nothing contained in this sentence shall relieve such Revolving Lender of its obligation to reimburse the applicable Issuing Bank for such amount condition has been effectively waived in accordance with the provisions of this Section 3.06Agreement.

Letter of Credit Participation. Immediately upon the issuance of each Letter of Credit hereunder, each Revolving Lender with a Pro Rata Share shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each the applicable Issuing Bank an undivided interest and participation in and to each such Letter of Credit, the obligations of the applicable Borrower in respect thereof, and the liability of the applicable such Issuing Bank thereunder (collectively, an “"L/C Interest”) INTEREST" in an amount equal to the amount available for drawing under such Letter of Credit multiplied by such Revolving Lender’s 's Pro Rata Share. If Each Issuing Bank will notify each Lender promptly upon presentation to it of an L/C Draft or upon any other draw under a Letter of Credit. On or before the Borrower fails at Business Day on which an Issuing Bank makes payment of each such L/C Draft or, in the case of any time to repay other draw on a Reimbursement Obligation pursuant to Section 3.07Letter of Credit, promptly following receipt of notice from on demand by the Administrative Agent or the applicable Issuing BankAgent, each Revolving Lender shall make payment to the Administrative Agent, for the account of the applicable Issuing Bank, in immediately available funds in an amount equal to such Revolving Lender’s 's Pro Rata Share of the amount of any unreimbursed such payment of an L/C Draft or other draw under a Letter of Creditdraw. The obligation of each Revolving Lender to reimburse the applicable Issuing Bank Banks under this Section 3.06 SECTION 3.5 shall be unconditional, continuing, irrevocable and absolute. In the event that any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this Section 3.06SECTION 3.5, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender hereunder until the Administrative Agent receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied; providedPROVIDED, howeverHOWEVER, that nothing contained in this sentence shall relieve such Revolving Lender of its obligation to reimburse the applicable Issuing Bank for such amount in accordance with this Section 3.06SECTION 3.5.

Letter of Credit Participation. Immediately On the date of this Agreement, with respect to the Letters of Credit identified on Schedule 3.2, and immediately upon the issuance of each Letter of Credit hereunder, each Revolving Lender with a Pro Rata Share shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each the applicable Issuing Bank an undivided interest and participation in and to each such Letter of Credit, the obligations of the applicable Borrower in respect thereof, and the liability of the applicable such Issuing Bank thereunder (collectively, an “"L/C Interest”INTEREST") in an amount equal to the amount Dollar Amount available for drawing under such Letter of Credit multiplied by such Revolving Lender’s 's Pro Rata Share. If Each Issuing Bank will notify the Borrower fails at Administrative Agent and each Lender promptly upon presentation to it of an L/C Draft or upon any time to repay other draw under a Reimbursement Obligation pursuant to Section 3.07Letter of Credit, promptly following receipt which notice shall also state the Agreed Currency and face amount of notice from such L/C Draft or other draw. On or before the Business Day on which an Issuing Bank makes payment of each such L/C Draft or, in the case of any other draw on a Letter of Credit, on demand by the Administrative Agent or the applicable Issuing Bank, each Revolving Lender shall make payment to the Administrative Agent, for the account of the applicable Issuing Bank, in immediately available funds in Dollars in an amount equal to such Revolving Lender’s 's Pro Rata Share of the amount Dollar Amount of any unreimbursed such payment of an L/C Draft or other draw under a Letter of Creditdraw. The obligation of each Revolving Lender to reimburse the applicable Issuing Bank Banks under this Section 3.06 3.6 shall be unconditional, continuing, irrevocable and absolute. In the event that any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this Section 3.063.6, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender hereunder until the Administrative Agent receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied; provided, however, that nothing contained in this sentence shall relieve such Revolving Lender of its obligation to reimburse the applicable Issuing Bank for such amount in accordance with this Section 3.063.6.

Letter of Credit Participation. Immediately upon the issuance of each Letter of Credit by the Agent hereunder, each Revolving Lender with a Pro Rata Share shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each Issuing Bank the Agent an undivided interest and participation in and to each such Letter of Credit, the obligations of the Borrower in respect thereof, and the liability of the applicable Issuing Bank Agent thereunder (collectively, an “"L/C Interest”") in an amount equal to the amount available for drawing under such Letter of Credit multiplied by a fraction having as its numerator such Lender's Revolving Lender’s Pro Rata ShareCommitment and as its denominator the Aggregate Revolving Commitment. If the Borrower fails at any time fails to repay a "Reimbursement Obligation pursuant Obligation" (as defined in Section 2.20.3), the Agent will notify each Lender promptly upon presentation to Section 3.07it of an L/C Draft or upon any other draw under any Letter of Credit, promptly following receipt such notice to be given at least three (3) Business Days before the Business Day on which the Agent makes payment of notice from each such L/C Draft, or, in the Administrative case of any other draw on the Letter of Credit, at the time of demand by the Agent. On or before the Business Day on which the Agent or makes payment of each such L/C Draft or, in the applicable Issuing Bankcase of any other draw on the Letter of Credit, on demand of the Agent, each Revolving Lender shall make payment to the Administrative Agent, for the account of the applicable Issuing Bank, in immediately available funds in an amount equal to such Revolving Lender’s Pro Rata Share 's ratable share (determined in accordance with the fraction described above) of the amount of such payment or draw. Unless the Required Lenders shall have notified the Agent prior to the Agent issuing any unreimbursed payment of an L/C Draft or other draw under a Letter of Credit. The , that the applicable conditions precedent set forth in Article IV have not then been satisfied, the obligation of each Revolving Lender to reimburse the applicable Issuing Bank Agent under this Section 3.06 2.20.2 shall be unconditional, continuing, irrevocable and absoluteabsolute and shall not be affected or impaired by, among other things, the reduction, suspension or termination of the Aggregate Revolving Commitment pursuant to Section 2.11(b) or Section 8.1. In the event that any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this Section 3.062.20.2, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender hereunder until the Administrative Agent receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied; provided, however, that nothing contained in this sentence shall relieve such Revolving Lender of its obligation to reimburse the applicable Issuing Bank Agent for such amount in accordance with this Section 3.062.20.2.

Letter of Credit Participation. Immediately upon the issuance of each Letter of Credit hereunder, each Revolving Lender with a Pro Rata Share shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each the Issuing Bank an undivided interest and participation in and to each such Letter of Credit, the obligations of the Borrower in respect thereof, and the liability of the applicable Issuing Bank thereunder (collectively, an “"L/C Interest”") in an amount equal to the amount available for drawing under such Letter of Credit multiplied by such Revolving Lender’s 's Revolving Loan Pro Rata Share. If The Issuing Bank will notify each Revolving Lender promptly upon presentation to it of an L/C Draft or upon any other draw under a Letter of Credit. On or before the Borrower fails at Business Day on which the Issuing Bank makes payment of each such L/C Draft or, in the case of any time to repay other draw on a Reimbursement Obligation pursuant to Section 3.07Letter of Credit, promptly following receipt of notice from on demand by the Administrative Agent or the applicable Issuing BankAgent, each Revolving Lender shall make payment to the Administrative Agent, for the account of the applicable Issuing Bank, in immediately available funds in an amount equal to such Revolving Lender’s 's Revolving Loan Pro Rata Share of the amount of any unreimbursed such payment of an L/C Draft or other draw under a Letter of Creditdraw. The obligation of each Revolving Lender to reimburse the applicable Issuing Bank under this Section 3.06 3.6 shall be unconditional, continuing, irrevocable and absolute. In the event that any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this Section 3.063.6, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender hereunder until the Administrative Agent receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied; provided, however, that nothing contained in this sentence shall relieve such Revolving Lender of its obligation to reimburse the applicable Issuing Bank for such amount in accordance with this Section 3.063.6.

Letter of Credit Participation. Immediately upon the issuance of each Letter of Credit hereunder, each Revolving Lender with a Pro Rata Share shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each the Issuing Bank an undivided interest and participation in and to each such Letter of Credit, the obligations of the Domestic Borrower in respect thereof, and the liability of the applicable Issuing Bank thereunder (collectively, an “L/C Interest”) in an amount equal to the amount Dollar Amount available for drawing under such Letter of Credit multiplied by such Revolving Lender’s Pro Rata Share. If The Issuing Bank will notify each Lender promptly upon presentation to it of an L/C Draft or upon any other draw under a Letter of Credit. On or before the Borrower fails at Business Day on which the Issuing Bank makes payment of each such L/C Draft or, in the case of any time to repay other draw on a Reimbursement Obligation pursuant to Section 3.07Letter of Credit, promptly following receipt of notice from on demand by the Administrative Agent or the applicable Issuing Bank, in either case, to the extent the Domestic Borrower fails to reimburse the Issuing Bank on such date in an amount equal to such payment or draw, each Revolving Lender shall make payment to the Administrative Agent, for the account of the applicable Issuing Bank, in Dollars in immediately available funds in an amount equal to such Revolving Lender’s Pro Rata Share of the amount Dollar Amount of any unreimbursed such payment of an L/C Draft or other draw under a Letter of Creditdraw. The obligation of each Revolving Lender to reimburse the applicable Issuing Bank under this Section 3.06 3.5 shall be unconditional, continuing, irrevocable and absolute. In the event that any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this Section 3.063.5, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender hereunder until the Administrative Agent receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied; provided, however, that nothing contained in this sentence shall relieve such Revolving Lender of its obligation to reimburse the applicable Issuing Bank for such amount in accordance with this Section 3.063.5.

Letter of Credit Participation. Immediately Unless a Lender shall have notified the Issuing Bank, prior to its issuance of a Letter of Credit, that any applicable condition precedent set forth in SECTIONS 5.1 and 5.2 had not then been satisfied, (a) upon the Closing Date with respect to the Existing Letters of Credit and (b) immediately upon the issuance of each other Letter of Credit hereunder, each Revolving Lender with a Revolving Loan Pro Rata Share shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each the applicable Issuing Bank an undivided interest and participation in and to each such Letter of Credit, the obligations of the Borrower in respect thereof, and the liability of the applicable such Issuing Bank thereunder (collectively, an “"L/C Interest”) INTEREST" in an amount equal to the amount available for drawing under such Letter of Credit multiplied by such Lender's Revolving Lender’s Loan Pro Rata Share. If Each Issuing Bank will notify each Lender promptly upon presentation to it of an L/C Draft or upon any other draw under a Letter of Credit. On or before the Borrower fails at Business Day on which an Issuing Bank makes payment of each such L/C Draft or, in the case of any time to repay other draw on a Reimbursement Obligation pursuant to Section 3.07Letter of Credit, promptly following receipt of notice from on demand by the Administrative Agent or the applicable Issuing Bank, each Revolving Lender shall make payment to the Administrative Agent, for the account of the applicable Issuing Bank, in immediately available funds in an amount equal to such Lender's Revolving Lender’s Loan Pro Rata Share of the amount of any unreimbursed such payment of an L/C Draft or other draw under a Letter of Creditdraw. The obligation of each Revolving Lender to reimburse the applicable Issuing Bank Banks under this Section 3.06 SECTION 3.5 shall be unconditional, continuing, irrevocable and absolute. In the event that any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this Section 3.06SECTION 3.5, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender hereunder until the Administrative Agent receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied; providedPROVIDED, howeverHOWEVER, that nothing contained in this sentence shall relieve such Revolving Lender of its obligation to reimburse the applicable Issuing Bank for such amount in accordance with this Section 3.06SECTION 3.5.

Letter of Credit Participation. Immediately On the date of this Agreement with respect to the Letters of Credit identified on Schedule 3.2 and immediately upon the issuance of each Letter of Credit hereunder, each Revolving Lender with a Pro Rata Share shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each the applicable Issuing Bank an undivided interest and participation in and to each such Letter of Credit, the obligations of the Borrower in respect thereof, and the liability of the applicable such Issuing Bank thereunder (collectively, an “L/C Interest”) in an amount equal to the amount Dollar Amount available for drawing under such Letter of Credit multiplied by such Revolving Lender’s Pro Rata Share. If Each Issuing Bank will notify each Lender promptly upon presentation to it of an L/C Draft or upon any other draw under a Letter of Credit. On or before the Borrower fails at Business Day on which an Issuing Bank makes payment of each such L/C Draft or, in the case of any time to repay other draw on a Reimbursement Obligation pursuant to Section 3.07Letter of Credit, promptly following receipt of notice from on demand by the Administrative Agent or the applicable Issuing Bank, each Revolving Lender shall make payment to the Administrative Agent, for the account of the applicable Issuing Bank, in immediately available funds in the Agreed Currency in an amount equal to such Revolving Lender’s Pro Rata Share of the amount Dollar Amount of any unreimbursed such payment of an L/C Draft or other draw under a Letter of Creditdraw. The obligation of each Revolving Lender to reimburse the applicable Issuing Bank Banks under this Section 3.06 3.6 shall be unconditional, continuing, irrevocable and absolute. In the event that any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this Section 3.063.6, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender hereunder until the Administrative Agent receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied; provided, however, that nothing contained in this sentence shall relieve such Revolving Lender of its obligation to reimburse the applicable Issuing Bank for such amount in accordance with this Section 3.063.6.

Letter of Credit Participation. Immediately Unless a Lender shall have notified the Issuing Lender, prior to its issuance of a Letter of Credit, that any applicable condition precedent set forth in SECTIONS 4.1 and 4.2 had not then been satisfied immediately upon the issuance of each Letter of Credit hereunder, each Revolving Lender with a Pro Rata Share shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each the applicable Issuing Bank Lender an undivided interest and participation in and to each such Letter of Credit, the obligations of the Borrower in respect thereof, and the liability of the applicable such Issuing Bank Lender thereunder (collectively, an “"L/C Interest”INTEREST") in an amount equal to the amount available for drawing under such Letter of Credit multiplied by such Revolving Lender’s 's Pro Rata Share. If Each Issuing Lender will notify each Lender promptly upon presentation to it of an L/C Draft or upon any other draw under a Letter of Credit. On or before the Borrower fails at Business Day on which an Issuing Lender makes payment of each such L/C Draft or, in the case of any time to repay other draw on a Reimbursement Obligation pursuant to Section 3.07Letter of Credit, promptly following receipt of notice from on demand by the Administrative Agent or the applicable Issuing BankAgent, each Revolving Lender shall make payment to the Administrative Agent, for the account of the applicable Issuing BankLender, in immediately available funds in an amount equal to such Revolving Lender’s 's Pro Rata Share of the amount of any unreimbursed such payment of an L/C Draft or other draw under a Letter of Creditdraw. The obligation of each Revolving Lender to reimburse the applicable Issuing Bank Lenders under this Section 3.06 SECTION 2.20.5 shall be unconditional, continuing, irrevocable and absolute. In the event that any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this Section 3.06SECTION 2.20.5, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender hereunder until the Administrative Agent receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied; providedPROVIDED, howeverHOWEVER, that nothing contained in this sentence shall relieve such Revolving Lender of its obligation to reimburse the applicable Issuing Bank Lender for such amount in accordance with this Section 3.06SECTION 2.20.5.

Letter of Credit Participation. Immediately On the date of this Agreement with respect to the Transitional Letters of Credit and immediately upon the issuance of each other Letter of Credit hereunder, each 2017 Revolving Loan Lender with a Pro Rata Share shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each the Issuing Bank an undivided interest and participation in and to each such Letter of Credit, the obligations of the applicable Borrower in respect thereof, thereof and the liability of the applicable Issuing Bank thereunder (collectively, an “L/C Interest”) in an amount equal to the amount available for drawing under such Letter of Credit multiplied by such 2017 Revolving Loan Lender’s 2017 Revolving Pro Rata Share. If The Issuing Bank will notify each 2017 Revolving Loan Lender promptly upon presentation to it of an L/C Draft or upon any other draw under a Letter of Credit. On or before the Borrower fails at Business Day on which the Issuing Bank makes payment of each such L/C Draft or, in the case of any time to repay other draw on a Reimbursement Obligation pursuant to Section 3.07Letter of Credit, promptly following receipt of notice from on demand by the Administrative Agent or the applicable Issuing Bank, each 2017 Revolving Loan Lender shall make payment to the Administrative Agent, for the account of the applicable Issuing Bank, in immediately available funds in the applicable Agreed Currency in an amount equal to such 2017 Revolving Loan Lender’s 2017 Revolving Pro Rata Share of the amount of any unreimbursed such payment of an L/C Draft or other draw under a Letter of Creditdraw. The obligation of each 2017 Revolving Loan Lender to reimburse the applicable Issuing Bank under this Section 3.06 3.6 shall be unconditional, continuing, irrevocable and absolute. In the event that any 2017 Revolving Loan Lender fails to make payment to the Administrative Agent of any amount due under this Section 3.063.6, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such 2017 Revolving Loan Lender hereunder until the Administrative Agent receives such payment from such 2017 Revolving Loan Lender or such obligation is otherwise fully satisfied; provided, however, that nothing contained in this sentence shall relieve such 2017 Revolving Loan Lender of its obligation to reimburse the applicable Issuing Bank for such amount in accordance with this Section 3.063.6. For the avoidance of doubt, no 2014 Revolving Loan Lender shall have any obligations under this Section 3.6.

Letter of Credit Participation. Immediately upon the issuance of each Letter of Credit hereunder, each Revolving Lender with a Pro Rata Share shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each the applicable Issuing Bank an undivided interest and participation in and to each such Letter of Credit, the obligations of the Borrower in respect thereof, and the liability of the applicable such Issuing Bank thereunder (collectively, an “"L/C Interest”INTEREST") in an amount equal to the amount available for drawing under such Letter of Credit multiplied by such Revolving Lender’s 's Pro Rata Share. If Each Issuing Bank will notify each Lender promptly upon presentation to it of an L/C Draft or upon any other draw under a Letter of Credit. On or before the Borrower fails at Business Day on which an Issuing Bank makes payment of each such L/C Draft or, in the case of any time to repay other draw on a Reimbursement Obligation pursuant to Section 3.07Letter of Credit, promptly following receipt of notice from on demand by the Administrative Agent or the applicable Issuing Bank, each Revolving Lender shall make payment to the Administrative Agentapplicable Issuing Bank, for the account of the applicable as directed by such Issuing Bank, in immediately available funds in an amount equal to such Revolving Lender’s 's Pro Rata Share of the amount of any unreimbursed such payment of an L/C Draft or other draw under a Letter of Creditdraw. The obligation of each Revolving Lender to reimburse the applicable Issuing Bank Banks under this Section 3.06 3.6 shall be unconditional, continuing, irrevocable and absolute. In the event that any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this Section 3.063.6, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender hereunder until the Administrative Agent receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied; provided, however, that nothing contained in this sentence shall relieve such Revolving Lender of its obligation to reimburse the applicable Issuing Bank for such amount in accordance with this Section 3.063.6.

Letter of Credit Participation. Immediately upon the issuance of each -------------------------------- Letter of Credit hereunder, each Revolving Lender with a Pro Rata Share shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each Issuing Bank an undivided interest and participation in and to each Letter of Credit, the obligations of the Borrower in respect thereof, and the liability of the applicable Issuing Bank thereunder (collectively, an “"L/C Interest”INTEREST") in an amount equal to the amount available for drawing under such Letter of Credit multiplied by such Revolving Lender’s 's Pro Rata Share. If the Borrower fails at any time to repay a Reimbursement Obligation pursuant to Section 3.073.7, ----------- promptly following receipt of notice from the Administrative Agent or the applicable Issuing Bank, each Revolving Lender shall make payment to the Administrative Agent, for the account of the applicable Issuing Bank, in immediately available funds in an amount equal to such Revolving Lender’s 's Pro Rata Share of the amount of any unreimbursed payment of an L/C Draft or other draw under a Letter of Credit. The obligation of each Revolving Lender to reimburse the applicable Issuing Bank under this Section 3.06 3.6 shall be unconditional, continuing, irrevocable and absolute. ------------ In the event that any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this Section 3.063.6, the Administrative Agent shall be ----------- entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender hereunder until the Administrative Agent receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied; provided, however, that nothing contained in this sentence -------- ------- shall relieve such Revolving Lender of its obligation to reimburse the applicable Issuing Bank for such amount in accordance with this Section 3.06.3.6. ------------ 3.7

Letter of Credit Participation. Immediately Unless a Lender shall have notified the Issuing Bank, prior to its issuance of a Letter of Credit, that any applicable condition precedent set forth in SECTIONS 5.1 and 5.2 had not then been satisfied, (a) upon the Closing Date with respect to the Existing Letters of Credit and (b) immediately upon the issuance of each other Letter of Credit hereunder, each Revolving Lender with a Pro Rata Share shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each the applicable Issuing Bank an undivided interest and participation in and to each such Letter of Credit, the obligations of the Borrower in respect thereof, and the liability of the applicable such Issuing Bank thereunder (collectively, an “"L/C Interest”INTEREST") in an amount equal to the amount available for drawing under such Letter of Credit multiplied by such Revolving Lender’s 's Pro Rata Share. If Each Issuing Bank will notify each Lender promptly upon presentation to it of an L/C Draft or upon any other draw under a Letter of Credit. On or before the Borrower fails at Business Day on which an Issuing Bank makes payment of each such L/C Draft or, in the case of any time to repay other draw on a Reimbursement Obligation pursuant to Section 3.07Letter of Credit, promptly following receipt of notice from on demand by the Administrative Agent or the applicable Issuing BankAgent, each Revolving Lender shall make payment to the Administrative Agent, for the account of the applicable Issuing Bank, in immediately available funds in an amount equal to such Revolving Lender’s 's Pro Rata Share of the amount of any unreimbursed such payment of an L/C Draft or other draw under a Letter of Creditdraw. The obligation of each Revolving Lender to reimburse the applicable Issuing Bank under this Section 3.06 SECTION 3.5 shall be unconditional, continuing, irrevocable and absolute. In the event that any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this Section 3.06SECTION 3.5, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender hereunder until the Administrative Agent receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied; providedPROVIDED, howeverHOWEVER, that nothing contained in this sentence shall relieve such Revolving Lender of its obligation to reimburse the applicable Issuing Bank for such amount in accordance with this Section 3.06SECTION 3.5.

Letter of Credit Participation. Immediately upon the issuance of each Letter of Credit hereunder, each Revolving Lender with a Revolving Loan Pro Rata Share shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each the Issuing Bank an undivided interest and participation in and to each such Letter of Credit, the obligations of the applicable Borrower in respect thereof, and the liability of the applicable such Issuing Bank thereunder (collectively, an “"L/C Interest”INTEREST") in an amount equal to the amount available for drawing under such Letter of Credit multiplied by such Lender's Revolving Lender’s Loan Pro Rata Share. If The Issuing Bank will notify each Lender promptly upon presentation to it of an L/C Draft or upon any other draw under a Letter of Credit. On or before the Borrower fails at Business Day on which the Issuing Bank makes payment of each such L/C Draft or, in the case of any time to repay other draw on a Reimbursement Obligation pursuant to Section 3.07Letter of Credit, promptly following receipt of notice from on demand by the Administrative Agent or the applicable Issuing Bank, each Revolving Lender shall make payment to the Administrative Agent, for the account of the applicable Issuing Bank, in immediately available funds in an amount equal to such Lender's Revolving Lender’s Loan Pro Rata Share of the amount of any unreimbursed such payment of an L/C Draft or other draw under a Letter of Creditdraw. The obligation of each Revolving Lender to reimburse the applicable Issuing Bank under this Section 3.06 3.6 shall be unconditional, continuing, irrevocable and absolute. In the event that any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this Section 3.063.6, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender hereunder until the Administrative Agent receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied; provided, however, that nothing contained in this sentence shall relieve such Revolving Lender of its obligation to reimburse the applicable Issuing Bank for such amount in accordance with this Section 3.063.6.

Letter of Credit Participation. Immediately upon the issuance of each Letter of Credit hereunder, each Revolving Lender with a Pro Rata Share shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each the Issuing Bank an undivided interest and participation in and to each such Letter of Credit, the obligations of the Borrower Company in respect thereof, thereof and the liability of the applicable Issuing Bank thereunder (collectively, an “L/C Interest”) in an amount equal to the amount Dollar Amount available for drawing under such Letter of Credit multiplied by such Revolving Lender’s Pro Rata Share. If The Issuing Bank will notify each Lender promptly upon presentation to it of an L/C Draft or upon any other draw under a Letter of Credit. On or before the Borrower fails at Business Day on which the Issuing Bank makes payment of each such L/C Draft or, in the case of any time to repay other draw on a Reimbursement Obligation pursuant to Section 3.07Letter of Credit, promptly following receipt of notice from on demand by the Administrative Agent or the applicable Issuing Bank, each Revolving Lender shall make payment to the Administrative Agent, for the account of the applicable Issuing Bank, in immediately available funds in the Agreed Currency in an amount equal to such Revolving Lender’s Pro Rata Share of the amount Dollar Amount of any unreimbursed such payment of an L/C Draft or other draw under a Letter of Creditdraw. The obligation of each Revolving Lender to reimburse the applicable Issuing Bank under this Section 3.06 3.6 shall be unconditional, continuing, irrevocable and absolute. In the event that any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this Section 3.063.6, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender hereunder until the Administrative Agent receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied; provided, however, that nothing contained in this sentence shall relieve such Revolving Lender of its obligation to reimburse the applicable Issuing Bank for such amount in accordance with this Section 3.063.6.

Letter of Credit Participation. Immediately upon the issuance of each Letter of Credit by the Agent hereunder, or, in the case of the Existing Letters of Credit issued by a Lender (such Lender, and the Agent, as issuing bank, being hereinafter referred to as an "Issuing Bank") under the Original Credit Agreement, the Restated Credit Agreement or the Second Restated Credit Agreement, as applicable, on the Effective Date, each Revolving Lender with a Pro Rata Share shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each the applicable Issuing Bank an undivided interest and participation in and to each such Letter of Credit, the obligations of the Borrower in respect thereof, and the liability of the applicable Issuing Bank thereunder (collectively, an “"L/C Interest”") in an amount equal to the amount available for drawing under such Letter of Credit multiplied by such Revolving Lender’s 's Pro Rata Share. If The applicable Issuing Bank will notify the Borrower fails at Agent and each Lender promptly upon presentation to it of an L/C Draft or upon any time to repay other draw under a Reimbursement Obligation pursuant to Section 3.07Letter of Credit. On or before the Business Day on which such Issuing Bank makes payment of each such L/C Draft or, promptly following receipt in the case of notice from the Administrative Agent or the applicable any other draw on a Letter of Credit, on demand of such Issuing Bank, each Revolving Lender shall make payment to the Administrative Agent, for the account of the applicable such Issuing Bank, in immediately available funds in an amount equal to such Revolving Lender’s Pro Rata Share 's pro rata share of the amount of any unreimbursed such payment of an L/C Draft or other draw under a Letter of Creditdraw. The obligation of each Revolving Lender to reimburse the applicable each Issuing Bank under this Section 3.06 2.22 shall be unconditional, continuing, irrevocable and absolute. In the event that any Revolving Lender fails to make payment to the Administrative Agent of any amount due to any Issuing Bank under this Section 3.062.22, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender hereunder until the Administrative Agent or such Issuing Bank, as applicable, receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied; provided, however, that nothing contained in this sentence shall relieve such Revolving Lender of its obligation to reimburse the applicable Issuing Bank for such amount in accordance with this Section 3.062.22.

Letter of Credit Participation. Immediately Unless a Lender shall have notified the Issuing Bank, prior to its issuance of a Letter of Credit, that any applicable condition precedent set forth in SECTIONS 5.1 and 5.2 had not then been satisfied, (a) upon the Closing Date with respect to the Existing Letter of Credit and (b) immediately upon the issuance of each other Letter of Credit hereunder, each Revolving Lender with a Pro Rata Share shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each the applicable Issuing Bank an undivided interest and participation in and to each such Letter of Credit, the obligations of the Borrower in respect thereof, and the liability of the applicable such Issuing Bank thereunder (collectively, an “"L/C Interest”INTEREST") in an amount equal to the amount available for drawing under such Letter of Credit multiplied by such Revolving Lender’s 's Pro Rata Share. If Each Issuing Bank will notify each Lender promptly upon presentation to it of an L/C Draft or upon any other draw under a Letter of Credit. On or before the Borrower fails at Business Day on which an Issuing Bank makes payment of each such L/C Draft or, in the case of any time to repay other draw on a Reimbursement Obligation pursuant to Section 3.07Letter of Credit, promptly following receipt of notice from on demand by the Administrative Agent or the applicable Issuing BankAgent, each Revolving Lender shall make payment to the Administrative Agent, for the account of the applicable Issuing Bank, in immediately available funds in an amount equal to such Revolving Lender’s 's Pro Rata Share of the amount of any unreimbursed such payment of an L/C Draft or other draw under a Letter of Creditdraw. The obligation of each Revolving Lender to reimburse the applicable Issuing Bank Banks under this Section 3.06 SECTION 3.5 shall be unconditional, continuing, irrevocable and absolute. In the event that any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this Section 3.06SECTION 3.5, the Administrative Agent shall be entitled to receive, 397909 Execution Copy 37 retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender hereunder until the Administrative Agent receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied; providedPROVIDED, howeverHOWEVER, that nothing contained in this sentence shall relieve such Revolving Lender of its obligation to reimburse the applicable Issuing Bank for such amount in accordance with this Section 3.06SECTION 3.5.

Letter of Credit Participation. Immediately On the date of this Agreement, with respect to the Letters of Credit identified in Section 3.2, and immediately upon the issuance of each Letter of Credit hereunder, each Revolving Lender with a Pro Rata Share shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each the applicable Issuing Bank an undivided interest and participation in and to each such Letter of Credit, the obligations of the applicable Borrower in respect thereof, and the liability of the applicable such Issuing Bank thereunder (collectively, an “L/C Interest”) in an amount equal to the amount Dollar Amount available for drawing under such Letter of Credit multiplied by such Revolving Lender’s Pro Rata Share. If Each Issuing Bank will notify the Borrower fails at Administrative Agent and each Lender promptly upon presentation to it of an L/C Draft or upon any time to repay other draw under a Reimbursement Obligation pursuant to Section 3.07Letter of Credit, promptly following receipt which notice shall also state the Agreed Currency and face amount of notice from such L/C Draft or other draw. On the Business Day on which an Issuing Bank makes payment 50 of each such L/C Draft or, in the case of any other draw on a Letter of Credit, on demand by the Administrative Agent or the applicable Issuing Bank, each Revolving Lender shall make payment to the Administrative Agent, for the account of the applicable Issuing Bank, in immediately available funds in Dollars in an amount (to the extent such amount has not been timely reimbursed by the Borrowers pursuant to Section 3.7) equal to such Revolving Lender’s Pro Rata Share of the amount Dollar Amount of any unreimbursed such payment of an L/C Draft or other draw under a Letter of Creditdraw. The obligation of each Revolving Lender to reimburse the applicable Issuing Bank Banks under this Section 3.06 3.6 shall be unconditional, continuing, irrevocable and absolute. In the event that any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this Section 3.063.6, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender hereunder until the Administrative Agent receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied; provided, however, that nothing contained in this sentence shall relieve such Revolving Lender of its obligation to reimburse the applicable Issuing Bank for such amount in accordance with this Section 3.063.6.

Letter of Credit Participation. Immediately On the date of this Agreement, with respect to the Letters of Credit identified on Schedule 3.2, and immediately upon the issuance of each Letter of Credit hereunder, each Revolving Lender with a Pro Rata Share shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each the applicable Issuing Bank an undivided interest and participation in and to each such Letter of Credit, the reimbursement and payment obligations of the Borrower in respect thereof, and the liability of the applicable such Issuing Bank thereunder (collectively, an “L/C Interest”) in an amount equal to the amount Dollar Amount available for drawing under such Letter of Credit multiplied by such Revolving Lender’s Pro Rata Share. If Each Issuing Bank will notify each Lender promptly upon presentation to it of an L/C Draft or upon any other draw under a Letter of Credit. On or before the Borrower fails at Business Day on which an Issuing Bank makes payment of each such L/C Draft or, in the case of any time to repay other draw on a Reimbursement Obligation pursuant to Section 3.07Letter of Credit, promptly following receipt of notice from on demand by the Administrative Agent or the applicable Issuing Bank, each Revolving Lender shall make payment to the Administrative Agent, for the account of the applicable Issuing Bank, in immediately available funds in the Agreed Currency in an amount equal to such Revolving Lender’s Pro Rata Share of the amount Dollar Amount of any unreimbursed such payment of an L/C Draft or other draw under a Letter of Creditdraw. The obligation of each Revolving Lender to reimburse the applicable Issuing Bank Banks under this Section 3.06 3.6 shall be unconditional, continuing, irrevocable and absolute. In the event that any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this Section 3.063.6, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender hereunder until the Administrative Agent receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied; provided, however, that nothing contained in this sentence shall relieve such Revolving Lender of its obligation to reimburse the applicable Issuing Bank for such amount in accordance with this Section 3.063.6.

Letter of Credit Participation. Immediately Unless a Lender shall have notified the Issuing Bank, prior to its issuance of a Letter of Credit, that any applicable condition precedent set forth in SECTIONS 5.1 and 5.2 had not then been satisfied, immediately upon the issuance of each other Letter of Credit hereunder, each Revolving Lender with a Pro Rata Share shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each the applicable Issuing Bank an undivided interest and participation in and to each such Letter of Credit, the obligations of the Borrower in respect thereof, and the liability of the applicable such Issuing Bank thereunder (collectively, an “"L/C Interest”INTEREST") in an amount equal to the amount available for drawing under such Letter of Credit multiplied by such Revolving Lender’s 's Pro Rata Share. If Each Issuing Bank will notify each Lender promptly upon presentation to it of an L/C Draft or upon any other draw under a Letter of Credit. On or before the Borrower fails at Business Day on which an Issuing Bank makes payment of each such L/C Draft or, in the case of any time to repay other draw on a Reimbursement Obligation pursuant to Section 3.07Letter of Credit, promptly following receipt of notice from on demand by the Administrative Agent or the applicable Issuing BankAgent, each Revolving Lender shall make payment to the Administrative Agent, for the account of the applicable Issuing Bank, in immediately available funds in an amount equal to such Revolving Lender’s 's Pro Rata Share of the amount of any unreimbursed such payment of an L/C Draft or other draw under a Letter of Creditdraw. The obligation of each Revolving Lender to reimburse the applicable Issuing Bank Banks under this Section 3.06 3.5 shall be unconditional, continuing, irrevocable and absolute; PROVIDED, HOWEVER, the obligation of each Lender shall not extend to payments made under a Letter of Credit resulting from the Issuing Bank's Gross Negligence or willful misconduct in honoring any L/C Draft. In the event that any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this Section 3.06SECTION 3.5, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender hereunder until the Administrative Agent receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied; providedPROVIDED, howeverHOWEVER, that nothing contained in this sentence shall relieve such Revolving Lender of its obligation to reimburse the applicable Issuing Is suing Bank for such amount in accordance with this Section 3.06SECTION 3.5.

Letter of Credit Participation. Immediately upon the issuance of each Letter of Credit hereunder, each Revolving Lender with a Pro Rata Share shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each the Issuing Bank an undivided interest and participation in and to each such Letter of Credit, the obligations of the Borrower in respect thereof, and the liability of the applicable Issuing Bank thereunder (collectively, an “"L/C Interest”") in an amount equal to the amount available for drawing under such Letter of Credit multiplied by such Revolving Lender’s 's Pro Rata Share. If The Issuing Bank will notify each Lender promptly upon presentation to it of an L/C Draft or upon any other draw under a Letter of Credit. On or before the Borrower fails at Business Day on which the Issuing Bank makes payment of each such L/C Draft or, in the case of any time to repay other draw on a Reimbursement Obligation pursuant to Section 3.07Letter of Credit, promptly following receipt of notice from on demand by the Administrative Agent or the applicable Issuing BankAgent, each Revolving Lender shall make payment to the Administrative Agent, for the account of the applicable Issuing Bank, in immediately available funds in an amount equal to such Revolving Lender’s 's Pro Rata Share of the amount of any unreimbursed such payment of an L/C Draft or other draw under a Letter of Creditdraw. The obligation of each Revolving Lender to reimburse the applicable Issuing Bank under this Section 3.06 3.5 shall be unconditional, continuing, irrevocable and absolute. In the event that any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this Section 3.063.5, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender hereunder until the Administrative Agent receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied; provided, however, that nothing contained in this sentence shall relieve such Revolving Lender of its obligation to reimburse the applicable Issuing Bank for such amount in accordance with this Section 3.063.5.

Letter of Credit Participation. Immediately On the date of this Agreement with respect to the Letters of Credit identified on Schedule 3.2 and immediately upon the issuance of each Letter of Credit hereunder, each Revolving Lender with a Pro Rata Share shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each the applicable Issuing Bank an undivided interest and participation in and to each such Letter of Credit, the obligations of the Borrower in respect thereof, and the liability of the applicable such Issuing Bank thereunder (collectively, an “L/C Interest”) in an amount equal to the amount Dollar Amount available for drawing under such Letter of Credit multiplied by such Revolving Lender’s Pro Rata Share. If Each Issuing Bank will notify each Lender promptly upon presentation to it of an L/C Draft or upon any other draw under a Letter of Credit. On or before the Borrower fails at Business Day on which an Issuing Bank makes payment of each such L/C Draft or. in the case of any time to repay other draw on a Reimbursement Obligation pursuant to Section 3.07Letter of Credit, promptly following receipt of notice from on demand by the Administrative Agent or the applicable Issuing Bank, each Revolving Lender shall make payment to the Administrative Agent, for the account of the applicable Issuing Bank, in immediately available funds in an amount equal to such Revolving Lender’s Pro Rata Share of the amount Dollar Amount of any unreimbursed such payment of an L/C Draft or other draw under a Letter of Creditdraw. The obligation of each Revolving Lender to reimburse the applicable Issuing Bank Banks under this Section 3.06 3.6 shall be unconditional, continuing, irrevocable and absolute. In the event that any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this Section 3.063.6, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender hereunder until the Administrative Agent receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied; provided, however, that nothing contained in this sentence shall relieve such Revolving Lender of its obligation to reimburse the applicable Issuing Bank for such amount in accordance with this Section 3.063.6.

Letter of Credit Participation. Immediately upon the issuance of each Letter of Credit hereunder, each Revolving Lender with a Revolving Loan Pro Rata Share shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each the applicable Issuing Bank an undivided interest and participation in and to each such Letter of Credit, the obligations of the Borrower in respect thereof, and the liability of the applicable such Issuing Bank thereunder (collectively, an “L/C Interest”) in an amount equal to the amount available for drawing under such Letter of Credit multiplied by such Revolving Lender’s Revolving Loan Pro Rata Share. If Each Issuing Bank will notify each Lender promptly upon presentation to it of an L/C Draft or upon any other draw under a Letter of Credit. On or before the Borrower fails at Business Day on which an Issuing Bank makes payment of each such L/C Draft or, in the case of any time to repay other draw on a Reimbursement Obligation pursuant to Section 3.07Letter of Credit, promptly following receipt of notice from on demand by the Administrative Agent or the applicable Issuing BankAgent, each Revolving Lender shall make payment to the Administrative Agent, for the account of the applicable Issuing Bank, in immediately available funds in an amount equal to such Revolving Lender’s Revolving Loan Pro Rata Share of the amount of any unreimbursed such payment of an L/C Draft or other draw under a Letter of Creditdraw. The obligation of each Revolving Lender to reimburse the applicable Issuing Bank Banks under this Section 3.06 3.6 shall be unconditional, continuing, irrevocable and absolute. In the event that any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this Section 3.063.6, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender hereunder until the Administrative Agent receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied; provided, however, that nothing contained in this sentence shall relieve such Revolving Lender of its obligation to reimburse the applicable Issuing Bank for such amount in accordance with this Section 3.063.6.

Letter of Credit Participation. Immediately upon the issuance of each Letter of Credit hereunder, each Revolving Lender with a Pro Rata Share shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each the applicable Issuing Bank an undivided interest and participation in and to each such Letter of Credit, the obligations of the Borrower in respect thereof, and the liability of the applicable such Issuing Bank thereunder (collectively, an “"L/C Interest”) INTEREST" in an amount equal to the amount available for drawing under such Letter of Credit multiplied by such Revolving Lender’s 's Pro Rata Share. If Each Issuing Bank will notify each Lender promptly upon presentation to it of an L/C Draft or upon any other draw under a Letter of Credit. On or before the Borrower fails at Business Day on which an Issuing Bank makes payment of each such L/C Draft or, in the case of any time to repay other draw on a Reimbursement Obligation pursuant to Section 3.07Letter of Credit, promptly following receipt of notice from on demand by the Administrative Agent or the applicable Issuing BankAgent, each Revolving Lender shall make payment to the Administrative Agent, for the account of the applicable Issuing Bank, in immediately available funds in an amount equal to such Revolving Lender’s 's Pro Rata Share of the amount of any unreimbursed such payment of an L/C Draft or other draw under a Letter of Creditdraw. The obligation of each Revolving Lender to reimburse the applicable Issuing Bank Banks under this Section 3.06 3.6 shall be unconditional, continuing, irrevocable and absolute. In the event that any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this Section 3.063.6, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender hereunder until the Administrative Agent receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied; provided, however, that nothing contained in this sentence shall relieve such Revolving Lender of its obligation to reimburse the applicable Issuing Bank for such amount in accordance with this Section 3.063.6.

Letter of Credit Participation. Immediately upon the issuance of each other Letter of Credit hereunder, each Revolving Loan Lender with a Pro Rata Share shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each the applicable Issuing Bank an undivided interest and participation in and to each such Letter of Credit, the obligations of the applicable Borrower in respect thereof, thereof and the liability of the applicable such Issuing Bank thereunder (collectively, an “L/C Interest”) in an amount equal to the amount available for drawing under such Letter of Credit multiplied by such Revolving Loan Lender’s Revolving Pro Rata Share. If The applicable Issuing Bank will notify each Revolving Loan Lender promptly upon presentation to it of an L/C Draft or upon any other draw under a Letter of Credit. On or before the Borrower fails at Business Day on which the applicable Issuing Bank makes payment of each such L/C Draft or, in the case of any time to repay other draw on a Reimbursement Obligation pursuant to Section 3.07Letter of Credit, promptly following receipt of notice from on demand by the Administrative Agent or the applicable such Issuing Bank, each Revolving Loan Lender shall make payment to the Administrative Agent, for the account of the applicable Issuing Bank, in immediately available funds in the applicable Agreed Currency in an amount equal to such Revolving Loan Lender’s Revolving Pro Rata Share of the amount of any unreimbursed such payment of an L/C Draft or other draw under a Letter of Creditdraw. The obligation of each Revolving Loan Lender to reimburse the applicable Issuing Bank under this Section 3.06 3.6 shall be unconditional, continuing, irrevocable and absolute. In the event that any Revolving Loan Lender fails to make payment to the Administrative Agent of any amount due under this Section 3.063.6, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Loan Lender hereunder until the Administrative Agent receives such payment from such Revolving Loan Lender or such obligation is otherwise fully satisfied; provided, however, that nothing contained in this sentence shall relieve such Revolving Loan Lender of its obligation to reimburse the applicable any Issuing Bank for such amount amounts in accordance with this Section 3.063.6.

Letter of Credit Participation. Immediately upon the issuance of each Letter of Credit hereunder, and, in the case of the Indemnification Letter, each Revolving Lender with a Tranche A Pro Rata Share shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each the applicable Issuing Bank an undivided interest and participation in and to each such Letter of Credit, the obligations of the Borrower in respect thereof, and the liability of the applicable such Issuing Bank thereunder (collectively, an “"L/C Interest”INTEREST") in an amount equal to the amount available for drawing under such Letter of Credit multiplied by such Revolving Lender’s 's Tranche A Pro Rata Share. If Each Issuing Bank will notify each Lender promptly upon presentation to it of an L/C Draft or upon any other draw under a Letter of Credit. On or before the Borrower fails at Business Day on which an Issuing Bank makes payment of each such L/C Draft or, in the case of any time to repay other draw on a Reimbursement Obligation pursuant to Section 3.07Letter of Credit, promptly following receipt of notice from on demand by the Administrative Agent or the applicable Issuing Bank, each Revolving Lender shall make payment to the Administrative Agent, for the account of the applicable Issuing Bank, in immediately available funds in the Agreed Currency in an amount equal to such Revolving Lender’s 's Tranche A Pro Rata Share of the amount of any unreimbursed such payment of an L/C Draft or other draw under a Letter of Creditdraw. The obligation of each Revolving Lender to reimburse the applicable Issuing Bank Banks under this Section 3.06 SECTION 3.6 shall be unconditional, continuing, irrevocable and absolute. In the event that any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this Section 3.06SECTION 3.6, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender hereunder until the Administrative Agent receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied; providedPROVIDED, howeverHOWEVER, that nothing contained in this sentence shall relieve such Revolving Lender of its obligation to reimburse the applicable Issuing Bank for such amount in accordance with this Section 3.06SECTION 3.6.

Letter of Credit Participation. Immediately upon the issuance of each Letter of Credit hereunder, each Revolving Lender with a Pro Rata Share shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each the applicable Issuing Bank Lender an undivided interest and participation in and to each such Letter of Credit, the obligations of the Borrower in respect thereof, and the liability of the applicable Issuing Bank Lender thereunder (collectively, an “"L/C Interest”INTEREST") in an amount equal to such Lender's Pro Rata Share of the aggregate amount available for drawing to be drawn under such Letter of Credit multiplied by Credit. The Agent will notify each Lender (or in the case of an Issuing Lender other than First Chicago, such Revolving Issuing Lender shall notify the Agent who in turn will notify each Lender’s Pro Rata Share) promptly upon presentation to it of any draw under a Letter of Credit. If On or before the Borrower fails at any time to repay a Reimbursement Obligation pursuant to Section 3.07, promptly following receipt Business Day on which the Issuing Lender makes payment of notice from the Administrative Agent or the applicable Issuing Bankeach such draft, each Revolving Lender shall upon the Agent's request, make payment to the Administrative Agent, for the account of the applicable Issuing Bank, in immediately available funds in an amount equal to such Revolving Lender’s 's Pro Rata Share of the amount of any unreimbursed such payment or draw. Any Issuing Lender may direct the Agent to make such a request with respect to Letters of Credit issued by such Issuing Lender. Upon the Agent's receipt of funds as a result of an Issuing Lender's payment of an L/C Draft or other a draw under on a Letter of CreditCredit issued by such Issuing Lender, the Agent shall promptly pay such funds to the Issuing Lender. The If an Issuing Bank has not directed the Agent to make such a request and the Borrower fails to repay the amount of any draft in accordance with SECTION 2.22, then, upon direction from the Issuing Bank, the Agent shall notify each Lender of such failure, and each Lender shall promptly make payment to the Agent, in immediately available funds in an amount equal to such Lender's Pro Rata Share of the amount of such payment or draw. Each Lender's obligation of each Revolving Lender to reimburse the applicable Issuing Bank Agent under this Section 3.06 SECTION 2.21 shall be unconditional, continuing, irrevocable and absolute. In the event that If any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this Section 3.06SECTION 2.21, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender hereunder until the Administrative Agent receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied; providedPROVIDED, howeverHOWEVER, that nothing contained in this sentence shall relieve such Revolving Lender of its obligation to reimburse the applicable Issuing Bank Agent for such amount in accordance with this Section 3.06SECTION 2.21.

Letter of Credit Participation. Immediately upon the issuance of each Letter of Credit hereunder, each Revolving Lender with a Pro Rata Share shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each the Issuing Bank an undivided interest and participation in and to each such Letter of Credit, the obligations of the Borrower in respect thereof, and the liability of the applicable Issuing Bank thereunder (collectively, an “"L/C Interest”INTEREST") in an amount equal to the amount available for drawing under such Letter of Credit multiplied by such Revolving Lender’s 's Pro Rata Share. If The Issuing Bank will notify each Lender promptly upon presentation to it of an L/C Draft or upon any other draw under a Letter of Credit. On or before the Borrower fails at Business Day on which the Issuing Bank makes payment of each such L/C Draft or, in the case of any time to repay other draw on a Reimbursement Obligation pursuant to Section 3.07Letter of Credit, promptly following receipt of notice from on demand by the Administrative Agent or the applicable Issuing Bank, in either case, to the extent the Borrower fails to reimburse the Issuing Bank on such date in an amount equal to such payment or draw, each Revolving Lender shall make payment to the Administrative Agent, for the account of the applicable Issuing Bank, in immediately available funds in an amount equal to such Revolving Lender’s 's Pro Rata Share of the amount of any unreimbursed such payment of an L/C Draft or other draw under a Letter of Creditdraw. The obligation of each Revolving Lender to reimburse the applicable Issuing Bank under this Section 3.06 3.5 shall be unconditional, continuing, irrevocable and absolute. In the event that any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this Section 3.063.5, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender hereunder until the Administrative Agent receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied; provided, however, that nothing contained in this sentence shall relieve such Revolving Lender of its obligation to reimburse the applicable Issuing Bank for such amount in accordance with this Section 3.063.5.

Letter of Credit Participation. Immediately On the date of this Agreement with respect to the Transitional Letters of Credit and immediately upon the issuance of each Letter of Credit hereunder, each Revolving Lender with a Pro Rata Share shall be deemed to have automatically, irrevocably and unconditionally purchased and received from each the Issuing Bank an undivided interest and participation in and to each such Letter of Credit, the obligations of the applicable Borrower in respect thereof, thereof and the liability of the applicable Issuing Bank thereunder (collectively, an “L/C Interest”) in an amount equal to the amount available for drawing under such Letter of Credit multiplied by such Revolving Lender’s Pro Rata Share. If The Issuing Bank will notify each Lender promptly upon presentation to it of an L/C Draft or upon any other draw under a Letter of Credit. On or before the Borrower fails at Business Day on which the Issuing Bank makes payment of each such L/C Draft or, in the case of any time to repay other draw on a Reimbursement Obligation pursuant to Section 3.07Letter of Credit, promptly following receipt of notice from on demand by the Administrative Agent or the applicable Issuing Bank, each Revolving Lender shall make payment to the Administrative Agent, for the account of the applicable Issuing Bank, in immediately available funds in the applicable Agreed Currency in an amount equal to such Revolving Lender’s Pro Rata Share of the amount of any unreimbursed such payment of an L/C Draft or other draw under a Letter of Creditdraw. The obligation of each Revolving Lender to reimburse the applicable Issuing Bank under this Section 3.06 3.6 shall be unconditional, continuing, irrevocable and absolute. In the event that any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this Section 3.063.6, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender hereunder until the Administrative Agent receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied; provided, however, that nothing contained in this sentence shall relieve such Revolving Lender of its obligation to reimburse the applicable Issuing Bank for such amount in accordance with this Section 3.063.6.