Common use of Letter of Credit Participation Clause in Contracts

Letter of Credit Participation. (a) Each Lender hereby unconditionally and irrevocably, severally (and not jointly) takes an undivided participating interest in the obligations of the Issuing Bank under and in connection with each Letter of Credit in an amount equal to such Lender's RC Commitment Percentage of the amount of such Letter of Credit. Each Lender shall be liable to the Issuing Bank for its RC Commitment Percentage of the unreimbursed amount of any draft drawn and honored under each Letter of Credit. Each Lender shall also be liable for an amount equal to the product of its RC Commitment Percentage and any amounts paid by the Borrower pursuant to Sections 2.18 and 2.20 that are subsequently rescinded or avoided, or must otherwise be restored or returned. Such liabilities shall be unconditional and without regard to the occurrence of any Default or Event of Default or the compliance by the Borrower with any of its obligations under the Loan Documents. (b) The Issuing Bank shall promptly notify the Administrative Agent, and the Administrative Agent shall promptly notify each Lender (which notice shall be promptly confirmed in writing), of the date and the amount of each draft paid under each Letter of Credit with respect to which full reimbursement payment shall not have been made by the Borrower as provided in Section 2.18(c), and forthwith upon receipt of such notice, such Lender shall promptly make available to the Administrative Agent for the account of the Issuing Bank its RC Commitment Percentage of the amount of such unreimbursed draft at the office of the Administrative Agent specified in Section 11.2 in lawful money of the United States and in immediately available funds. The Administrative Agent shall distribute the payments made by each Lender pursuant to the immediately preceding sentence to the Issuing Bank promptly upon receipt thereof in like funds as received. Each Lender shall indemnify and hold harmless the Administrative Agent and the Issuing Bank from and against any and all losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) resulting from any failure on the part of such Lender to provide, or from any delay in providing, the Administrative Agent with such Lender's RC Commitment Percentage of the amount of any payment made by the Issuing Bank under a Letter of Credit in accordance with this subsection (b) above (except in respect of losses, liabilities or other obligations suffered by the Administrative Agent or the Issuing Bank, as the case may be, resulting from the gross negligence or willful misconduct of the Administrative Agent or the Issuing Bank, as the case may be). If a Lender does not make available to the Administrative Agent when due such Lender's RC Commitment Percentage of any unreimbursed payment made by the Issuing Bank under a Letter of Credit, such Lender shall be required to pay interest to the Administrative Agent for the account of the Issuing Bank on such Lender's RC Commitment Percentage of such payment at a rate of interest per annum equal to (i) from the date such Lender should have made such amount available until the third day therefrom, the Federal Funds Effective Rate, and (ii) thereafter, the Federal Funds Effective Rate plus 2%, in each case payable upon demand by the Issuing Bank. The Administrative Agent shall distribute such interest payments to the Issuing Bank upon receipt thereof in like funds as received. (c) Whenever the Administrative Agent is reimbursed by the Borrower, for the account of the Issuing Bank, for any payment under a Letter of Credit and such payment relates to an amount previously paid by a Lender in respect of its RC Commitment Percentage of the amount of such payment under such Letter of Credit, the Administrative Agent (or the Issuing Bank, if such payment by a Lender was paid by the Administrative Agent to the Issuing Bank) will promptly pay over such payment to such Lender.

Letter of Credit Participation. (a) Each Immediately upon the issuance by the Letter of Credit Issuer of any Letter of Credit, the Letter of Credit Issuer shall be deemed to have sold and transferred to each Lender, and each Lender hereby (each a "Letter of Credit Participant") shall be deemed irrevocably and unconditionally to have purchased and irrevocablyreceived from the Letter of Credit Issuer, severally (and not jointly) takes without recourse or warranty, an undivided participating interest and participation, to the extent of such Lender's Commitment, in such Letter of Credit, each substitute letter of credit, each drawing made thereunder and the obligations obligation of the Issuing Bank Borrower under this Agreement with respect thereto (although the Letter of Credit Fee shall be payable directly to the Agent for the account of the Letter of Credit Participants as provided in Section 14.2) and any security therefor or guaranty pertaining thereto. (b) In determining whether to pay under any Letter of Credit, the Letter of Credit Issuer shall not have any obligation relative to the respective Letter of Credit Participants other than to determine that any documents required to be delivered under such Letter of Credit have been delivered and that they comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by the Letter of Credit Issuer under or in connection with any Letter of Credit, if taken or omitted in the absence of gross negligence or willful misconduct, shall not create for the Letter of Credit Issuer any resulting liability to the respective Letter of Credit Participants. (c) In the event that the Letter of Credit Issuer makes any payment under any Letter of Credit, upon receipt of notice thereof as provided in Section 3.9(a), each Letter of Credit in an amount equal Participant shall promptly and unconditionally pay to such Lender's RC Commitment Percentage the Letter of Credit Issuer, the amount of such Letter of Credit. Each Lender shall be liable to the Issuing Bank for its RC Commitment Credit Participant's Percentage of such payment in Dollars (or in the unreimbursed amount currency of any draft drawn issuance if issued in a currency other than Dollars) and honored under each Letter of Credit. Each Lender shall also be liable for an amount equal to the product of its RC Commitment Percentage and any amounts paid by the Borrower pursuant to Sections 2.18 and 2.20 in same day funds; provided, however, that are subsequently rescinded or avoided, or must otherwise be restored or returned. Such liabilities shall be unconditional and without regard to the occurrence of any Default or Event of Default or the compliance by the Borrower with any of its obligations under the Loan Documents. (b) The Issuing Bank shall promptly notify the Administrative Agent, and the Administrative Agent shall promptly notify each Lender (which notice shall be promptly confirmed in writing), of the date and the amount of each draft paid under each no Letter of Credit with respect Participant shall be obligated to which full reimbursement payment shall not have been made by pay to the Borrower as provided in Section 2.18(c), and forthwith upon receipt Letter of Credit Issuer its percentage of such notice, such Lender shall promptly make available to the Administrative Agent payment for the account of the Issuing Bank its RC Commitment Percentage of the amount of such unreimbursed draft at the office of the Administrative Agent specified in Section 11.2 in lawful money of the United States and in immediately available funds. The Administrative Agent shall distribute the payments made by each Lender pursuant to the immediately preceding sentence to the Issuing Bank promptly upon receipt thereof in like funds as received. Each Lender shall indemnify and hold harmless the Administrative Agent and the Issuing Bank from and against any and all losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) resulting from any failure on the part of such Lender to provide, or from any delay in providing, the Administrative Agent with such Lender's RC Commitment Percentage of the amount of any wrongful payment made by the Issuing Bank Letter of Credit Issuer under a Letter of Credit in accordance with this subsection (b) above (except in respect as a result of losses, liabilities acts or other obligations suffered by the Administrative Agent omissions constituting willful misconduct or the Issuing Bank, as the case may be, resulting from the gross negligence or willful misconduct on the part of the Administrative Agent or the Issuing Bank, as the case may be)Letter of Credit Issuer. If a Lender does not make available to the Administrative Agent when due such Lender's RC Commitment Percentage of any unreimbursed payment made by the Issuing Bank under a Letter of Credit, such Lender shall be Credit Issuer so notifies any Letter of Credit Participant required to pay interest to the Administrative Agent for the account of the Issuing Bank on such Lender's RC Commitment Percentage of such payment at fund a rate of interest per annum equal to (i) from the date such Lender should have made such amount available until the third day therefrom, the Federal Funds Effective Rate, and (ii) thereafter, the Federal Funds Effective Rate plus 2%, in each case payable upon demand by the Issuing Bank. The Administrative Agent shall distribute such interest payments to the Issuing Bank upon receipt thereof in like funds as received. (c) Whenever the Administrative Agent is reimbursed by the Borrower, for the account of the Issuing Bank, for any payment Drawing under a Letter of Credit and prior to 11:00 a.m., New York time, on any Banking Day, such payment relates Letter of Credit Participant shall make available to an amount previously paid by a Lender in respect the Letter of its RC Commitment Credit Issuer such Letter of Credit Participant's Percentage of the amount of such payment on such Banking Day in same day funds. If and to the extent such Letter of Credit Participant shall not have so made its percentage of the amount of such drawing available to the Letter of Credit Issuer, such Letter of Credit Participant agrees to pay to the Letter of Credit Issuer, forthwith on demand such amount, together with interest thereon, for each day from such date until the date such amount is paid to the Letter of Credit Issuer at the overnight Federal Funds Effective Rate. The failure of any Letter of Credit Participant to make available to the Letter of Credit Issuer its percentage of any drawing under any Letter of Credit shall not relieve any other Letter of Credit Participant of its obligation hereunder to make available to the Letter of Credit Issuer its percentage of any payment under any Letter of Credit on the date required, as specified above, but no Letter of Credit Participant shall be responsible for the failure of any other Letter of Credit Participant to make available to the Letter of Credit Issuer such other Letter of Credit Participant's Percentage of any such payment. (d) The obligation of the respective Letter of Credit Participants to make payments to the Letter of Credit Issuer with respect to Letters of Credit shall be irrevocable and not subject to counterclaim, set-off or other defense or any other qualification or exception whatsoever (provided that no Letter of Credit Participant shall be required to make payments resulting from the Letter of Credit Issuer's gross negligence or willful misconduct) and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including, without limitation, any of the following circumstances: (i) any lack of validity or enforceability of this Agreement. (ii) the existence of any claim, set-off, defense or other right which the Borrower may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any person for whom any such transferee may be acting), the Agent, any Lender or other person, whether in connection with this Agreement, any Letter of Credit, the Administrative Agent transactions contemplated herein or any unrelated transactions (including any underlying transaction between the Borrower and the beneficiary named in any such Letter of Credit); (iii) any draft, certificate or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect; or (iv) the Issuing Bank, if such payment by a Lender was paid by the Administrative Agent to the Issuing Bank) will promptly pay over such payment to such Lenderoccurrence of any Event of Default.

Letter of Credit Participation. (a) Each Lender hereby unconditionally and irrevocably, severally (and not jointly) takes an undivided participating interest in the obligations of the Issuing Bank Issuer under and in connection with each Letter of Credit in an amount equal to such Lender's RC ’s Commitment Percentage of the amount of such Letter of Credit. Each Lender shall be liable to the Issuing Bank Issuer for its RC Commitment Percentage of the unreimbursed amount of any draft drawn and honored under each Letter of Credit. Each Lender shall also be liable for an amount equal to the product of its RC Commitment Percentage and any amounts paid by the Borrower pursuant to Sections 2.18 2.8 and 2.20 2.10 that are subsequently rescinded or avoided, or must otherwise be restored or returned. Such liabilities shall be unconditional and without regard to the occurrence of any Default or Event of Default or the compliance by the Borrower with any of its obligations under the Loan Documents. (b) The Issuing Bank Issuer shall promptly notify the Administrative Agent, and the Administrative Agent shall promptly notify each Lender (which notice shall be promptly confirmed in writing), of the date and the amount of each draft paid under each Letter of Credit with respect to which full reimbursement payment shall not have been made by the Borrower as provided in Section 2.18(c2.8(c), and forthwith upon receipt of such notice, such Lender shall promptly make available to the Administrative Agent for the account of the Issuing Bank Issuer its RC Commitment Percentage of the amount of such unreimbursed draft at the office of the Administrative Agent specified in Section 11.2 in lawful money of the United States and in immediately available funds. The Administrative Agent shall distribute the payments made by each Lender pursuant to the immediately preceding sentence to the Issuing Bank Issuer promptly upon receipt thereof in like funds as received. Each Lender shall indemnify and hold harmless the Administrative Agent and the Issuing Bank Issuer from and against any and all losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, costs and expenses (including, without limitation, reasonable attorneys' ’ fees and expenses) resulting from any failure on the part of such Lender to provide, or from any delay in providing, the Administrative Agent with such Lender's RC ’s Commitment Percentage of the amount of any payment made by the Issuing Bank Issuer under a Letter of Credit in accordance with this subsection clause (b) above (except in respect of losses, liabilities or other obligations suffered by the Administrative Agent or the Issuing BankIssuer, as the case may be, resulting from the gross negligence or willful misconduct of the Administrative Agent or the Issuing BankIssuer, as the case may be). If a Lender does not make available to the Administrative Agent when due such Lender's RC ’s Commitment Percentage of any unreimbursed payment made by the Issuing Bank Issuer under a Letter of Credit, such Lender shall be required to pay interest to the Administrative Agent for the account of the Issuing Bank Issuer on such Lender's RC ’s Commitment Percentage of such payment at a rate of interest per annum equal to (i) from the date such Lender should have made such amount available until the third day therefrom, the Federal Funds Effective Rate, and (ii) thereafter, the Federal Funds Effective Rate plus 2%, in each case payable upon demand by the Issuing BankIssuer. The Administrative Agent shall distribute such interest payments to the Issuing Bank Issuer upon receipt thereof in like funds as received. (c) Whenever the Administrative Agent is reimbursed by the Borrower, for the account of the Issuing Bank, for any payment under a Letter of Credit and such payment relates to an amount previously paid by a Lender in respect of its RC Commitment Percentage of the amount of such payment under such Letter of Credit, the Administrative Agent (or the Issuing Bank, if such payment by a Lender was paid by the Administrative Agent to the Issuing Bank) will promptly pay over such payment to such Lender.

Letter of Credit Participation. (a) Each Lender hereby unconditionally and irrevocably, severally (and not jointly) takes an undivided participating interest in the obligations of the Issuing Bank Issuer under and in connection with each Letter of Credit in an amount equal to such Lender's RC ’s Commitment Percentage of the amount of such Letter of Credit. Each Lender shall be liable to the Issuing Bank Issuer for its RC Commitment Percentage of the unreimbursed amount of any draft drawn and honored under each Letter of Credit. Each Lender shall also be liable for an amount equal to the product of its RC Commitment Percentage and any amounts paid by the Borrower pursuant to Sections 2.18 Section 2.8 and 2.20 Section 2.10 that are subsequently rescinded or avoided, or must otherwise be restored or returned. Such liabilities shall be unconditional and without regard to the occurrence of any Default or Event of Default or the compliance by the Borrower with any of its obligations under the Loan Documents. (b) The Issuing Bank Issuer shall promptly notify the Administrative Agent, and the Administrative Agent shall promptly notify each Lender (which notice shall be promptly confirmed in writing), of the date and the amount of each draft paid under each Letter of Credit with respect to which full reimbursement payment shall not have been made by the Borrower as provided in Section 2.18(c2.8(c), and forthwith upon receipt of such notice, such Lender shall promptly make available to the Administrative Agent for the account of the Issuing Bank Issuer its RC Commitment Percentage of the amount of such unreimbursed draft at the office of the Administrative Agent specified in Section 11.2 in lawful money of the United States and in immediately available funds. The Administrative Agent shall distribute the payments made by each Lender pursuant to the immediately preceding sentence to the Issuing Bank Issuer promptly upon receipt thereof in like funds as received. Each Lender shall indemnify and hold harmless the Administrative Agent and the Issuing Bank Issuer from and against any and all losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, costs and expenses (including, without limitation, reasonable attorneys' ’ fees and expenses) resulting from any failure on the part of such Lender to provide, or from any delay in providing, the Administrative Agent with such Lender's RC ’s Commitment Percentage of the amount of any payment made by the Issuing Bank Issuer under a Letter of Credit in accordance with this subsection clause (b) above (except in respect of losses, liabilities or other obligations suffered by the Administrative Agent or the Issuing BankIssuer, as the case may be, resulting from the gross negligence or willful misconduct of the Administrative Agent or the Issuing BankIssuer, as the case may be). If a Lender does not make available to the Administrative Agent when due such Lender's RC ’s Commitment Percentage of any unreimbursed payment made by the Issuing Bank Issuer under a Letter of Credit, such Lender shall be required to pay interest to the Administrative Agent for the account of the Issuing Bank Issuer on such Lender's RC ’s Commitment Percentage of such payment at a rate of interest per annum equal to (i) from the date such Lender should have made such amount available until the third day therefrom, the Federal Funds Effective Rate, and (ii) thereafter, the Federal Funds Effective Rate plus 2%, in each case payable upon demand by the Issuing BankIssuer. The Administrative Agent shall distribute such interest payments to the Issuing Bank Issuer upon receipt thereof in like funds as received. (c) Whenever the Administrative Agent is reimbursed by the Borrower, for the account of the Issuing Bank, for any payment under a Letter of Credit and such payment relates to an amount previously paid by a Lender in respect of its RC Commitment Percentage of the amount of such payment under such Letter of Credit, the Administrative Agent (or the Issuing Bank, if such payment by a Lender was paid by the Administrative Agent to the Issuing Bank) will promptly pay over such payment to such Lender.

Letter of Credit Participation. (a) Each Lender hereby unconditionally and irrevocably, severally (and not jointly) takes an undivided participating interest in the obligations of the Issuing Bank each Issuer under and in connection with each Letter of Credit issued thereby in an amount equal to such Lender's RC ’s Commitment Percentage (as in effect from time to time) of the amount of such Letter of Credit. Each Lender shall be liable to the Issuing Bank each Issuer for its RC Commitment Percentage of the unreimbursed amount of any draft drawn and honored under each Letter of CreditCredit issued thereby. Each Lender shall also be liable for an amount equal to the product of its RC Commitment Percentage and any amounts paid by the Borrower pursuant to Sections 2.18 and 2.20 Section 2.8 that are subsequently rescinded or avoided, or must otherwise be restored or returned. Such liabilities shall be unconditional and without regard to the occurrence of any Default or Event of Default or the compliance by the Borrower with any of its obligations under the Loan Documents. (b) The Issuing Bank Each Issuer shall promptly notify the Administrative Agent, and the Administrative Agent shall promptly notify each Lender (which notice shall be promptly confirmed in writing), of the date and the amount of each draft paid under each Letter of Credit issued by such Issuer with respect to which full reimbursement payment shall not have been made by the Borrower as provided in Section 2.18(c2.8(c), and forthwith upon receipt of such notice, such Lender shall promptly make available to the Administrative Agent for the account of the Issuing Bank such Issuer its RC Commitment Percentage of the amount of such unreimbursed draft at the office of the Administrative Agent specified in Section 11.2 in lawful money of the United States Dollars and in immediately available funds. The Administrative Agent shall distribute the payments made by each Lender pursuant to the immediately preceding sentence to the Issuing Bank such Issuer promptly upon receipt thereof in like funds as received. Each Lender shall indemnify and hold harmless the Administrative Agent and the Issuing Bank each Issuer from and against any and all losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, costs and expenses (including, without limitation, reasonable attorneys' ’ fees and expenses) resulting from any failure on the part of such Lender to provide, or from any delay in providing, the Administrative Agent with such Lender's RC ’s Commitment Percentage of the amount of any payment made by the Issuing Bank such Issuer under a Letter of Credit issued by such Issuer in accordance with this subsection clause (b) above (except in respect of losses, liabilities or other obligations suffered by the Administrative Agent or the Issuing Banksuch Issuer, as the case may be, resulting from the gross negligence or willful misconduct of the Administrative Agent or the Issuing Banksuch Issuer, as the case may be). If a Lender does not make available to the Administrative Agent when due an amount equal to such Lender's RC ’s Commitment Percentage of any unreimbursed payment made by the Issuing Bank an Issuer under a Letter of CreditCredit issued thereby, such Lender shall be required to pay interest to the Administrative Agent for the account of such Issuer on the Issuing Bank on such Lender's RC Commitment Percentage unpaid portion of such payment amount at a rate of interest per annum equal to (i) from the date such Lender should have made such amount available until the third day therefrom, the Federal Funds Effective Rate, and (ii) thereafter, the Federal Funds Effective Rate plus 2%, in each case payable upon demand by the Issuing Banksuch Issuer. The Administrative Agent shall distribute such interest payments to the Issuing Bank such Issuer upon receipt thereof in like funds as received. (c) Whenever the Administrative Agent is reimbursed by the Borrower, for the account of the Issuing Bank, for any payment under a Letter of Credit and such payment relates to an amount previously paid by a Lender in respect of its RC Commitment Percentage of the amount of such payment under such Letter of Credit, the Administrative Agent (or the Issuing Bank, if such payment by a Lender was paid by the Administrative Agent to the Issuing Bank) will promptly pay over such payment to such Lender.

Letter of Credit Participation. (a) Each Lender hereby unconditionally and irrevocably, severally (and not jointly) takes an undivided participating interest in the obligations of the Issuing Bank Issuer under and in connection with each Letter of Credit in an amount equal to such Lender's RC Commitment Percentage of the amount of such Letter of Credit. Each Lender shall be liable to the Issuing Bank Issuer for its RC Commitment Percentage of the unreimbursed amount of any draft drawn and honored under each Letter of Credit. Each Lender shall also be liable for an amount equal to the product of its RC Commitment Percentage and any amounts paid by the Borrower pursuant to Sections 2.18 2.8 and 2.20 2.10 that are subsequently rescinded or avoided, or must otherwise be restored or returned. Such liabilities shall be unconditional and without regard to the occurrence of any Default or Event of Default or the compliance by the Borrower with any of its obligations under the Loan Documents. (b) The Issuing Bank Issuer shall promptly notify the Administrative Agent, and the Administrative Agent shall promptly notify each Lender (which notice shall be promptly confirmed in writing), of the date and the amount of each draft paid under each Letter of Credit with respect to which full reimbursement payment shall not have been made by the Borrower as provided in Section 2.18(c2.8(c), and forthwith upon receipt of such notice, such Lender shall promptly make available to the Administrative Agent for the account of the Issuing Bank Issuer its RC Commitment Percentage of the amount of such unreimbursed draft at the office of the Administrative Agent specified in Section 11.2 in lawful money of the United States and in immediately available funds. The Administrative Agent shall distribute the payments made by each Lender pursuant to the immediately preceding sentence to the Issuing Bank Issuer promptly upon receipt thereof in like funds as received. Each Lender shall indemnify and hold harmless the Administrative Agent and the Issuing Bank Issuer from and against any and all losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) resulting from any failure on the part of such Lender to provide, or from any delay in providing, the Administrative Agent with such Lender's RC Commitment Percentage of the amount of any payment made by the Issuing Bank Issuer under a Letter of Credit in accordance with this subsection clause (b) above (except in respect of losses, liabilities or other obligations suffered by the Administrative Agent or the Issuing BankIssuer, as the case may be, resulting from the gross negligence or willful misconduct of the Administrative Agent or the Issuing BankIssuer, as the case may be). If a Lender does not make available to the Administrative Agent when due such Lender's RC Commitment Percentage of any unreimbursed payment made by the Issuing Bank Issuer under a Letter of Credit, such Lender shall be required to pay interest to the Administrative Agent for the account of the Issuing Bank Issuer on such Lender's RC Commitment Percentage of such payment at a rate of interest per annum equal to (i) from the date such Lender should have made such amount available until the third day therefrom, the Federal Funds Effective Rate, and (ii) thereafter, the Federal Funds Effective Rate plus 2%, in each case payable upon demand by the Issuing BankIssuer. The Administrative Agent shall distribute such interest payments to the Issuing Bank Issuer upon receipt thereof in like funds as received. (c) Whenever the Administrative Agent is reimbursed by the Borrower, for the account of the Issuing Bank, for any payment under a Letter of Credit and such payment relates to an amount previously paid by a Lender in respect of its RC Commitment Percentage of the amount of such payment under such Letter of Credit, the Administrative Agent (or the Issuing Bank, if such payment by a Lender was paid by the Administrative Agent to the Issuing Bank) will promptly pay over such payment to such Lender.

Letter of Credit Participation. (a) Each Lender hereby unconditionally and irrevocably, severally (and not jointly) takes an undivided participating interest in the obligations of the Issuing Bank each Issuer under and in connection with each Letter of Credit issued thereby in an amount equal to such Lender's RC ’s Commitment Percentage (as in effect from time to time) of the amount of such Letter of Credit. Each Lender shall be liable to the Issuing Bank each Issuer for its RC Commitment Percentage of the unreimbursed amount of any draft drawn and drawing honored under each Letter of CreditCredit issued thereby. Each Lender shall also be liable for an amount equal to the product of its RC Commitment Percentage and any amounts paid by the Borrower pursuant to Sections 2.18 and 2.20 Section 2.8 that are subsequently rescinded or avoided, or must otherwise be restored or returned. Such liabilities shall be unconditional and without regard to the occurrence of any Default or Event of Default or the compliance by the Borrower with any of its obligations under the Loan Documents. (b) The Issuing Bank Each Issuer shall promptly notify the Administrative Agent, and the Administrative Agent shall promptly notify each Lender (which notice shall be promptly confirmed in writing), of the date and the amount of each draft drawing paid under each Letter of Credit issued by such Issuer with respect to which full reimbursement payment shall not have been made by the Borrower as provided in Section 2.18(c2.8(c), and forthwith upon receipt of such notice, such Lender shall promptly make available to the Administrative Agent for the account of the Issuing Bank such Issuer its RC Commitment Percentage of the amount of such unreimbursed draft drawing at the office of the Administrative Agent specified in Section 11.2 in lawful money of the United States Dollars and in immediately available funds. The Administrative Agent shall distribute the payments made by each Lender pursuant to the immediately preceding sentence to the Issuing Bank such Issuer promptly upon receipt thereof in like funds as received. Each Lender shall indemnify and hold harmless the Administrative Agent and the Issuing Bank each Issuer from and against any and all losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, costs and expenses (including, without limitation, reasonable attorneys' ’ fees and expenses) resulting from any failure on the part of such Lender to provide, or from any delay in providing, the Administrative Agent with such Lender's RC ’s Commitment Percentage of the amount of any payment made by the Issuing Bank such Issuer under a Letter of Credit issued by such Issuer in accordance with this subsection clause (b) above (except in respect of losses, liabilities or other obligations suffered by the Administrative Agent or the Issuing Banksuch Issuer, as the case may be, resulting from the gross negligence or willful misconduct of the Administrative Agent or the Issuing Banksuch Issuer, as the case may be). If a Lender does not make available to the Administrative Agent when due an amount equal to such Lender's RC ’s Commitment Percentage of any unreimbursed payment made by the Issuing Bank an Issuer under a Letter of CreditCredit issued thereby, such Lender shall be required to pay interest to the Administrative Agent for the account of such Issuer on the Issuing Bank on such Lender's RC Commitment Percentage unpaid portion of such payment amount at a rate of interest per annum equal to (i) from the date such Lender should have made such amount available until the third day therefrom, the Federal Funds Effective Rate, and (ii) thereafter, the Federal Funds Effective Rate CHAR1\1889946v5 plus 2%, in each case payable upon demand by the Issuing Banksuch Issuer. The Administrative Agent shall distribute such interest payments to the Issuing Bank such Issuer upon receipt thereof in like funds as received. (c) Whenever the Administrative Agent is reimbursed by the Borrower, for the account of the Issuing Bank, for any payment under a Letter of Credit and such payment relates to an amount previously paid by a Lender in respect of its RC Commitment Percentage of the amount of such payment under such Letter of Credit, the Administrative Agent (or the Issuing Bank, if such payment by a Lender was paid by the Administrative Agent to the Issuing Bank) will promptly pay over such payment to such Lender.

Letter of Credit Participation. (a) Each Lender hereby unconditionally and irrevocably, severally (and not jointly) takes an undivided participating interest in the obligations of the Issuing Bank Issuer under and in connection with each Letter of Credit in an amount equal to such Lender's RC Commitment Percentage of the amount of such Letter of Credit. Each Lender shall be liable to the Issuing Bank Issuer for its RC Commitment Percentage of the unreimbursed amount of any each draft drawn and honored under each Letter of Credit. Each Lender shall also be liable for an amount equal to the product of its RC Commitment Percentage and any amounts paid by the Borrower pursuant to Sections 2.18 2.8(c) and 2.20 2.10 that are subsequently rescinded or avoided, or must otherwise be restored or returned. Such liabilities shall be unconditional and without regard to the occurrence of any Default or Event of Default or the compliance by the Borrower with any of its obligations under the Loan Documents. (b) The Issuing Bank Issuer shall promptly notify the Administrative Agent, and the Administrative Agent shall will promptly notify each Lender (which notice shall be promptly confirmed in writing), of the date and the amount of each draft paid under each Letter of Credit with respect to which full reimbursement payment shall not have been made by the Borrower as provided in Section 2.18(c2.8(c), and forthwith upon receipt of such notice, each such Lender shall promptly make available to the Administrative Agent for the account of the Issuing Bank Issuer its RC Commitment Percentage of the amount of such unreimbursed draft at the office of the Administrative Agent specified in Section 11.2 11.2, in lawful money of the United States and in immediately available funds, before 4:00 P.M., on the day such notice was given by the Agent, if such notice was given by the Agent at or prior to 12:00 Noon, on such day, and before 12:00 Noon, on the next Domestic Business Day, if such notice was given by the Agent after 12:00 Noon, on such day. The Administrative Agent shall distribute deliver the payments made by each Lender pursuant to the immediately preceding sentence to the Issuing Bank Issuer promptly upon receipt thereof in like funds as received. Each Lender shall indemnify and hold harmless the Administrative Agent and the Issuing Bank Issuer from and against any and all losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) resulting from any failure on the part of such Lender to provide, or from any delay in providing, the Administrative Agent with such Lender's RC Commitment Percentage of the amount of any payment made by the Issuing Bank under a Letter of Credit in accordance with this subsection (b) above (except in respect of losses, liabilities or other obligations suffered by the Administrative Agent or the Issuing Bank, as the case may be, resulting from the gross negligence or willful misconduct of the Administrative Agent or the Issuing Bank, as the case may be). If a Lender does not make available to the Administrative Agent when due such Lender's RC Commitment Percentage of any unreimbursed payment made by the Issuing Bank under a Letter of Credit, such Lender shall be required to pay interest to the Administrative Agent for the account of the Issuing Bank on such Lender's RC Commitment Percentage of such payment at a rate of interest per annum equal to (i) from the date such Lender should have made such amount available until the third day therefrom, the Federal Funds Effective Rate, and (ii) thereafter, the Federal Funds Effective Rate plus 2%, in each case payable upon demand by the Issuing Bank. The Administrative Agent shall distribute such interest payments to the Issuing Bank upon receipt thereof in like funds as received. (c) Whenever the Administrative Agent is reimbursed by the Borrower, for the account of the Issuing Bank, for any payment under a Letter of Credit and such payment relates to an amount previously paid by a Lender in respect of its RC Commitment Percentage of the amount of such payment under such Letter of Credit, the Administrative Agent (or the Issuing Bank, if such payment by a Lender was paid by the Administrative Agent to the Issuing Bank) will promptly pay over such payment to such Lender.,

Letter of Credit Participation. CVS Caremark 2013 Credit Agreement (a) Each Lender hereby unconditionally and irrevocably, severally (and not jointly) takes an undivided participating interest in the obligations of the Issuing Bank Issuer under and in connection with each Letter of Credit in an amount equal to such Lender's RC ’s Commitment Percentage of the amount of such Letter of Credit. Each Lender shall be liable to the Issuing Bank Issuer for its RC Commitment Percentage of the unreimbursed amount of any draft drawn and honored under each Letter of Credit. Each Lender shall also be liable for an amount equal to the product of its RC Commitment Percentage and any amounts paid by the Borrower pursuant to Sections 2.18 Section 2.8 and 2.20 Section 2.10 that are subsequently rescinded or avoided, or must otherwise be restored or returned. Such liabilities shall be unconditional and without regard to the occurrence of any Default or Event of Default or the compliance by the Borrower with any of its obligations under the Loan Documents. (b) The Issuing Bank Issuer shall promptly notify the Administrative Agent, and the Administrative Agent shall promptly notify each Lender (which notice shall be promptly confirmed in writing), of the date and the amount of each draft paid under each Letter of Credit with respect to which full reimbursement payment shall not have been made by the Borrower as provided in Section 2.18(c2.8(c), and forthwith upon receipt of such notice, such Lender shall promptly make available to the Administrative Agent for the account of the Issuing Bank Issuer its RC Commitment Percentage of the amount of such unreimbursed draft at the office of the Administrative Agent specified in Section 11.2 in lawful money of the United States and in immediately available funds. The Administrative Agent shall distribute the payments made by each Lender pursuant to the immediately preceding sentence to the Issuing Bank Issuer promptly upon receipt thereof in like funds as received. Each Lender shall indemnify and hold harmless the Administrative Agent and the Issuing Bank Issuer from and against any and all losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, costs and expenses (including, without limitation, reasonable attorneys' ’ fees and expenses) resulting from any failure on the part of such Lender to provide, or from any delay in providing, the Administrative Agent with such Lender's RC ’s Commitment Percentage of the amount of any payment made by the Issuing Bank Issuer under a Letter of Credit in accordance with this subsection clause (b) above (except in respect of losses, liabilities or other obligations suffered by the Administrative Agent or the Issuing BankIssuer, as the case may be, resulting from the gross negligence or willful misconduct of the Administrative Agent or the Issuing BankIssuer, as the case may be). If a Lender does not make available to the Administrative Agent when due such Lender's RC ’s Commitment Percentage of any unreimbursed payment made by the Issuing Bank Issuer under a Letter of Credit, such Lender shall be required to pay interest to the Administrative Agent for the account of the Issuing Bank Issuer on such Lender's RC ’s Commitment Percentage of such payment at a rate of interest per annum equal to (i) from the date such Lender should have made such amount available until the third day therefrom, the Federal Funds Effective Rate, and (ii) thereafter, the Federal Funds Effective Rate plus 2%, in each case payable upon demand by the Issuing BankIssuer. The Administrative Agent shall distribute such interest payments to the Issuing Bank Issuer upon receipt thereof in like funds as received. (c) Whenever the Administrative Agent is reimbursed by the Borrower, for the account of the Issuing Bank, for any payment under a Letter of Credit and such payment relates to an amount previously paid by a Lender in respect of its RC Commitment Percentage of the amount of such payment under such Letter of Credit, the Administrative Agent (or the Issuing Bank, if such payment by a Lender was paid by the Administrative Agent to the Issuing Bank) will promptly pay over such payment to such Lender.

Letter of Credit Participation. (a) The Administrative Agent irrevocably agrees to grant and hereby grants to each Lender, and, to induce the Administrative Agent to issue letters of credit under this Loan Agreement, each Lender irrevocably agrees to accept and purchase and hereby accepts and purchases from the Administrative Agent, on the terms and conditions hereinafter stated, for such Lender's own account and risk an undivided interest equal to such Lender's Proportionate Share of the letter of credit sublimit described in this Loan Agreement in the Administrative Agent's obligations and rights under each letter of credit issued under this Loan Agreement and the amount of each draft paid by the Administrative Agent thereunder. Administrative Agent shall promptly after such issuance (or renewal or release) execute and deliver to each Lender a certificate of participation, if requested by the Lender confirming the date of issue, amount, expiry (including any renewals), beneficiary, and reference number of each letter of credit issued and outstanding. Each Lender hereby unconditionally and irrevocablyirrevocably agrees with the Administrative Agent that, severally (and if a draft is paid under any letter of credit for which the Administrative Agent is not jointly) takes an undivided participating interest reimbursed in full by the obligations Borrower in accordance with the terms of this Loan Agreement or the reimbursement agreements executed by the Borrower at the time of issuance of the Issuing Bank under and in connection with each Letter letter of Credit in credit, such Lender shall pay to the Administrative Agent upon demand an amount equal to such Lender's RC Commitment Percentage Proportionate Share of the amount of such Letter of Credit. Each draft, or any part thereof, that is not so reimbursed; provided that no Lender shall be liable required to pay more than such Lender's Proportionate Share in the Issuing Bank for its RC Commitment Percentage letter of the unreimbursed credit sublimit or, in any event, more than such Lender's available commitment amount. The obligation of each Lender to pay such amount of any draft drawn and honored under each Letter of Credit. Each Lender shall also be liable for an amount equal to the product of its RC Commitment Percentage and any amounts paid by the Borrower pursuant to Sections 2.18 and 2.20 that are subsequently rescinded or avoided, or must otherwise be restored or returned. Such liabilities shall be unconditional and without regard to the occurrence of any Default or Event of Default or the compliance by the Borrower with any of its obligations irrevocable under the Loan Documents. (b) The Issuing Bank shall promptly notify the Administrative Agent, and the Administrative Agent shall promptly notify each Lender (which notice shall be promptly confirmed in writing), of the date and the amount of each draft paid under each Letter of Credit with respect to which full reimbursement payment shall not have been made by the Borrower as provided in Section 2.18(c), and forthwith upon receipt of such notice, such Lender shall promptly make available to the Administrative Agent for the account of the Issuing Bank its RC Commitment Percentage of the amount of such unreimbursed draft at the office of the Administrative Agent specified in Section 11.2 in lawful money of the United States and in immediately available funds. The Administrative Agent shall distribute the payments made by each Lender pursuant to the immediately preceding sentence to the Issuing Bank promptly upon receipt thereof in like funds as received. Each Lender shall indemnify and hold harmless the Administrative Agent and the Issuing Bank from and against any and all losses, liabilities circumstances (including liabilities for penalties), actions, suits, judgments, demands, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) resulting from any failure on the part of such Lender to provide, or from any delay in providing, the Administrative Agent with such Lender's RC Commitment Percentage of the amount of any payment made by the Issuing Bank under a Letter of Credit in accordance with this subsection (b) above (except in respect of losses, liabilities or other obligations suffered by the Administrative Agent or the Issuing Bank, as the case may be, resulting from than the gross negligence or willful misconduct of the Administrative Agent Agent) and may not be terminated, suspended or the Issuing Bankdelayed for any reason, as the case may be). If a Lender does not make available including any Event of Default. (b) With respect to payment to the Administrative Agent of the unreimbursed amounts described in this Section 11.1(b) when a Lender receives demand from the Administrative Agent on any Business Day, such payment shall be due no later than 2:00 p.m. (Chattanooga time) on the following Business Day. If any such Lender's RC Commitment Percentage of any unreimbursed amount is paid to the Administrative Agent after the date such payment made by the Issuing Bank under a Letter of Creditis due, such Lender shall be required to pay interest to the Administrative Agent for the account of the Issuing Bank on demand, in addition to such amount, interest on such Lender's RC Commitment Percentage of such past due payment at a rate of interest per annum equal to the Federal Funds Effective Rate (ihereinafter defined) from the date such Lender should have made payment is due to the date on which such amount payment is immediately available until to the third day therefrom, Administrative Agent. A certificate of the Administrative Agent with respect to any amounts owing under this Section 11.1(b) shall be conclusive in the absence of manifest error. “Federal Funds Effective Rate” means, and (ii) thereafterfor any day, an interest rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Funds Effective Rate plus 2%Reserve System arranged by Federal funds brokers on such day, in each case payable upon demand by the Issuing Bank. The Administrative Agent shall distribute as published for such interest payments to the Issuing Bank upon receipt thereof in like funds as received. day (c) Whenever the Administrative Agent or, if such day is reimbursed by the Borrowernot a Business Day, for the account immediately preceding Business Day) by the Federal Reserve Bank of the Issuing BankNew York, for any payment under a Letter of Credit and such payment relates to an amount previously paid by a Lender in respect of its RC Commitment Percentage of the amount of such payment under such Letter of Credit, the Administrative Agent (or the Issuing Bankor, if such payment by rate is not so published for any day that is a Lender was paid Business Day, the average of the quotations at approximately 10:00 a.m. (New York time) on such day on such transactions received by the Administrative Agent to from three (3) Federal funds brokers of recognized standing selected by the Issuing Bank) will promptly pay over such payment to such LenderAdministrative Agent in its sole discretion.

Letter of Credit Participation. (a) Each Lender hereby unconditionally and irrevocably, severally (and not jointly) takes an undivided participating interest in the obligations of the Issuing Bank Issuer under and in connection with each Letter of Credit in an amount equal to such Lender's RC Commitment Percentage of the amount of such Letter of Credit. Each Lender shall be liable to the Issuing Bank Issuer for its RC Commitment Percentage of the unreimbursed amount of any draft drawn and honored under each Letter of Credit. Each Lender shall also be liable for an amount equal to the product of its RC Commitment Percentage and any amounts paid by the Borrower pursuant to Sections 2.18 2.8 and 2.20 2.10 that are subsequently rescinded or avoided, or must otherwise be restored or returned. Such liabilities shall be unconditional and without regard to the occurrence of any Default or Event of Default or the compliance by the Borrower with any of its obligations under the Loan Documents. (b) The Issuing Bank Issuer shall promptly notify the Administrative Agent, and the Administrative Agent shall promptly notify each Lender (which notice shall be promptly confirmed in writing), of the date and the amount of each draft paid under each Letter of Credit with respect to which full reimbursement payment shall not have been made by the Borrower as provided in Section 2.18(c2.8(c), and forthwith upon receipt of such notice, such Lender shall promptly make available to the Administrative Agent for the account of the Issuing Bank Issuer its RC Commitment Percentage of the amount of such unreimbursed draft at the office of the Administrative Agent specified in Section 11.2 in lawful money of the United States and in immediately available funds. The Administrative Agent shall distribute the payments made by each Lender pursuant to the immediately preceding sentence to the Issuing Bank Issuer promptly upon receipt thereof in like funds as received. Each Lender shall indemnify and hold harmless the Administrative Agent and the Issuing Bank Issuer from and against any and all losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) resulting from any failure on the part of such Lender to provide, or from any delay in providing, the Administrative Agent with such Lender's RC Commitment Percentage of the amount of any payment made by the Issuing Bank Issuer under a Letter of Credit in accordance with this subsection clause (b) above (except in respect of losses, liabilities or other obligations suffered by the Administrative Agent or the Issuing BankIssuer, as the case may be, resulting from the gross negligence or willful misconduct of the Administrative Agent or the Issuing BankIssuer, as the case may be). If a Lender does not make available to the Administrative Agent when due such Lender's RC Commitment Percentage of any unreimbursed payment made by the Issuing Bank Issuer under a Letter of Credit, such Lender shall be required to pay interest to the Administrative Agent for the account of the Issuing Bank Issuer on such Lender's RC Commitment Percentage of such payment at a rate of interest per annum equal to (i) from the date such Lender should have made such amount available until the third day therefrom, the Federal Funds Effective Rate, and (ii) thereafter, the Federal Funds Effective Rate plus PLUS 2%, in each case payable upon demand by the Issuing BankIssuer. The Administrative Agent shall distribute such interest payments to the Issuing Bank Issuer upon receipt thereof in like funds as received. (c) Whenever the Administrative Agent is reimbursed by the Borrower, for the account of the Issuing Bank, for any payment under a Letter of Credit and such payment relates to an amount previously paid by a Lender in respect of its RC Commitment Percentage of the amount of such payment under such Letter of Credit, the Administrative Agent (or the Issuing Bank, if such payment by a Lender was paid by the Administrative Agent to the Issuing Bank) will promptly pay over such payment to such Lender.

Letter of Credit Participation. (a) Each The Administrative Agent irrevocably agrees to grant and hereby grants to each Lender, and, to induce the Administrative Agent to issue letters of credit under this Loan Agreement, each Lender irrevocably agrees to accept and purchase and hereby unconditionally accepts and irrevocablypurchases from the Administrative Agent, severally (on the terms and not jointly) takes conditions hereinafter stated, for such Lender’s own account and risk an undivided participating interest in the obligations of the Issuing Bank under and in connection with each Letter of Credit in an amount equal to such Lender's RC Commitment Percentage ’s Proportionate Share of the amount letter of such Letter of Credit. Each Lender shall be liable to the Issuing Bank for its RC Commitment Percentage of the unreimbursed amount of any draft drawn and honored under each Letter of Credit. Each Lender shall also be liable for an amount equal to the product of its RC Commitment Percentage and any amounts paid by the Borrower pursuant to Sections 2.18 and 2.20 that are subsequently rescinded or avoided, or must otherwise be restored or returned. Such liabilities shall be unconditional and without regard to the occurrence of any Default or Event of Default or the compliance by the Borrower with any of its obligations under the credit sublimit described in this Loan Documents. (b) The Issuing Bank shall promptly notify Agreement in the Administrative Agent, ’s obligations and the Administrative Agent shall promptly notify rights under each Lender (which notice shall be promptly confirmed in writing), letter of the date credit issued under this Loan Agreement and the amount of each draft paid by the Administrative Agent thereunder. Administrative Agent shall promptly after such issuance (or renewal or release) execute and deliver to each Lender a certificate of participation, if requested by the Lender confirming the date of issue, amount, expiry (including any renewals), beneficiary, and reference number of each letter of credit issued and outstanding. Each Lender unconditionally and irrevocably agrees with the Administrative Agent that, if a draft is paid under each Letter any letter of Credit with respect to credit for which the Administrative Agent is not reimbursed in full reimbursement payment shall not have been made by the Borrower as provided in Section 2.18(c), and forthwith upon receipt accordance with the terms of such noticethis Loan Agreement or the reimbursement agreements executed by the Borrower at the time of issuance of the letter of credit, such Lender shall promptly make available pay to the Administrative Agent for the account of the Issuing Bank its RC Commitment Percentage upon demand an amount equal to such Lender’s Proportionate Share of the amount of such unreimbursed draft at draft, or any part thereof, that is not so reimbursed; providedthat no Lender shall be required to pay more than such Lender’s Proportionate Share in the office letter of the Administrative Agent specified credit sublimit or, in Section 11.2 in lawful money of the United States and in immediately any event, more than such Lender’s available fundscommitment amount. The Administrative Agent shall distribute the payments made by obligation of each Lender pursuant to the immediately preceding sentence to the Issuing Bank promptly upon receipt thereof in like funds as received. Each Lender pay such amount shall indemnify be unconditional and hold harmless the Administrative Agent and the Issuing Bank from and against irrevocable under any and all losses, liabilities circumstances (including liabilities for penalties), actions, suits, judgments, demands, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) resulting from any failure on the part of such Lender to provide, or from any delay in providing, the Administrative Agent with such Lender's RC Commitment Percentage of the amount of any payment made by the Issuing Bank under a Letter of Credit in accordance with this subsection (b) above (except in respect of losses, liabilities or other obligations suffered by the Administrative Agent or the Issuing Bank, as the case may be, resulting from than the gross negligence or willful misconduct of the Administrative Agent Agent) and may not be terminated, suspended or the Issuing Bankdelayed for any reason, as the case may be). If a Lender does not make available including any Event of Default. (b) With respect to payment to the Administrative Agent of the unreimbursed amounts described in this Section 11.1(b) when a Lender receives demand from the Administrative Agent on any Business Day, such payment shall be due no later than 2:00 p.m. (Chattanooga time) on the following Business Day. If any such Lender's RC Commitment Percentage of any unreimbursed amount is paid to the Administrative Agent after the date such payment made by the Issuing Bank under a Letter of Creditis due, such Lender shall be required to pay interest to the Administrative Agent for the account of the Issuing Bank on demand, in addition to such amount, interest on such Lender's RC Commitment Percentage of such past due payment at a rate of interest per annum equal to the Federal Funds Effective Rate (ihereinafter defined) from the date such Lender should have made payment is due to the date on which such amount payment is immediately available until to the third day therefrom, Administrative Agent. A certificate of the Administrative Agent with respect to any amounts owing under this Section 11.1(b) shall be conclusive in the absence of manifest error. “Federal Funds Effective Rate” means, and (ii) thereafterfor any day, an interest rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Funds Effective Rate plus 2%Reserve System arranged by Federal funds brokers on such day, in each case payable upon demand by the Issuing Bank. The Administrative Agent shall distribute as published for such interest payments to the Issuing Bank upon receipt thereof in like funds as received. day (c) Whenever the Administrative Agent or, if such day is reimbursed by the Borrowernot a Business Day, for the account immediately preceding Business Day) by the Federal Reserve Bank of the Issuing BankNew York, for any payment under a Letter of Credit and such payment relates to an amount previously paid by a Lender in respect of its RC Commitment Percentage of the amount of such payment under such Letter of Credit, the Administrative Agent (or the Issuing Bankor, if such payment by rate is not so published for any day that is a Lender was paid Business Day, the average of the quotations at approximately 10:00 a.m. (New York time) on such day on such transactions received by the Administrative Agent to from three (3) Federal funds brokers of recognized standing selected by the Issuing Bank) will promptly pay over such payment to such LenderAdministrative Agent in its sole discretion.

Letter of Credit Participation. (a) Each Lender hereby unconditionally and irrevocably, severally (and not jointly) takes an undivided participating interest in the obligations of the Issuing Bank Issuer under and in connection with each Letter of Credit in an amount equal to such Lender's RC Commitment Percentage of the amount of such Letter of Credit. Each Lender shall be liable to the Issuing Bank Issuer for its RC Commitment Percentage of the unreimbursed amount of any draft drawn and honored under each Letter of Credit. Each Lender shall also be liable for an amount equal to the product of its RC Commitment Percentage and any amounts paid by the a Borrower pursuant to Sections 2.18 2.7 and 2.20 2.9 that are subsequently rescinded or avoided, or must otherwise be restored or returned. Such liabilities shall be unconditional and without regard to the occurrence of any Default or Event of Default or the compliance by the any Borrower with any of its obligations under the Loan Documents. (b) The Issuing Bank Issuer shall promptly notify the Administrative Agent, and the Administrative Agent shall promptly notify each Lender (which notice shall be promptly confirmed in writing), of the date and the amount of each draft paid under each Letter of Credit with respect to which full reimbursement payment shall not have been made by the applicable Borrower as provided in Section 2.18(c2.8(c), and forthwith upon receipt of such notice, such Lender shall promptly make available to the Administrative Agent for the account of the Issuing Bank Issuer its RC Commitment Percentage of the amount of such unreimbursed draft at the office of the Administrative Agent specified in Section 11.2 12.2 in lawful money of the United States and in immediately available funds. The Administrative Agent shall distribute the payments made by each Lender pursuant to the immediately preceding sentence to the Issuing Bank Issuer promptly upon receipt thereof in like funds as received. Each Lender shall indemnify and hold harmless the Administrative Agent and the Issuing Bank Issuer from and against any and all losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) resulting from any failure on the part of such Lender to provide, or from any 28 DRAFT 11/15/96 delay in providing, the Administrative Agent with such Lender's RC Commitment Percentage of the amount of any payment made by the Issuing Bank Issuer under a Letter of Credit in accordance with this subsection clause (b) above (except in respect of losses, liabilities or other obligations suffered by the Administrative Agent or the Issuing BankIssuer, as the case may be, resulting from the gross negligence or willful misconduct of the Administrative Agent or the Issuing BankIssuer, as the case may be). If a Lender does not make available to the Administrative Agent when due such Lender's RC Commitment Percentage of any unreimbursed payment made by the Issuing Bank Issuer under a Letter of Credit, such Lender shall be required to pay interest to the Administrative Agent for the account of the Issuing Bank Issuer on such Lender's RC Commitment Percentage of such payment at a rate of interest per annum equal to (i) from the date such Lender should have made such amount available until the third day therefrom, the Federal Funds Effective Rate, and (ii) thereafter, the Federal Funds Effective Rate plus 2%, in each case payable upon demand by the Issuing BankIssuer. The Administrative Agent shall distribute such interest payments to the Issuing Bank Issuer upon receipt thereof in like funds as received. (c) Whenever the Administrative Agent is reimbursed by the a Borrower, for the account of the Issuing BankIssuer, for any payment under a Letter of Credit and such payment relates to an amount previously paid by a Lender in respect of its RC Commitment Percentage of the amount of such payment under such Letter of Credit, the Administrative Agent (or the Issuing BankIssuer, if such payment by a Lender was paid by the Administrative Agent to the Issuing BankIssuer) will promptly pay over such payment to such Lender.

Letter of Credit Participation. (a) Each The Administrative Agent irrevocably agrees to grant and hereby grants to each Lender, and, to induce the Administrative Agent to issue letters of credit under this Loan Agreement, each Lender irrevocably agrees to accept and purchase and hereby unconditionally accepts and irrevocablypurchases from the Administrative Agent, severally (on the terms and not jointly) takes conditions hereinafter stated, for such Lender’s own account and risk an undivided participating interest in the obligations of the Issuing Bank under and in connection with each Letter of Credit in an amount equal to such Lender's RC Commitment Percentage ’s Proportionate Share of the amount letter of such Letter of Credit. Each Lender shall be liable to the Issuing Bank for its RC Commitment Percentage of the unreimbursed amount of any draft drawn and honored under each Letter of Credit. Each Lender shall also be liable for an amount equal to the product of its RC Commitment Percentage and any amounts paid by the Borrower pursuant to Sections 2.18 and 2.20 that are subsequently rescinded or avoided, or must otherwise be restored or returned. Such liabilities shall be unconditional and without regard to the occurrence of any Default or Event of Default or the compliance by the Borrower with any of its obligations under the credit sublimit described in this Loan Documents. (b) The Issuing Bank shall promptly notify Agreement in the Administrative Agent, ’s obligations and the Administrative Agent shall promptly notify rights under each Lender (which notice shall be promptly confirmed in writing), letter of the date credit issued under this Loan Agreement and the amount of each draft paid by the Administrative Agent thereunder. Administrative Agent shall promptly after such issuance (or renewal or release) execute and deliver to each Lender a certificate of participation, if requested by the Lender confirming the date of issue, amount, expiry (including any renewals), beneficiary, and reference number of each letter of credit issued and outstanding. Each Lender unconditionally and irrevocably agrees with the Administrative Agent that, if a draft is paid under each Letter any letter of Credit with respect to credit for which the Administrative Agent is not reimbursed in full reimbursement payment shall not have been made by the Borrower as provided in Section 2.18(c), and forthwith upon receipt accordance with the terms of such noticethis Loan Agreement or the reimbursement agreements executed by the Borrower at the time of issuance of the letter of credit, such Lender shall promptly make available pay to the Administrative Agent for the account of the Issuing Bank its RC Commitment Percentage upon demand an amount equal to such Lender’s Proportionate Share of the amount of such unreimbursed draft at draft, or any part thereof, that is not so reimbursed; provided that no Lender shall be required to pay more than such Lender’s Proportionate Share in the office letter of the Administrative Agent specified credit sublimit or, in Section 11.2 in lawful money of the United States and in immediately any event, more than such Lender’s available fundscommitment amount. The Administrative Agent shall distribute the payments made by obligation of each Lender pursuant to the immediately preceding sentence to the Issuing Bank promptly upon receipt thereof in like funds as received. Each Lender pay such amount shall indemnify be unconditional and hold harmless the Administrative Agent and the Issuing Bank from and against irrevocable under any and all losses, liabilities circumstances (including liabilities for penalties), actions, suits, judgments, demands, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) resulting from any failure on the part of such Lender to provide, or from any delay in providing, the Administrative Agent with such Lender's RC Commitment Percentage of the amount of any payment made by the Issuing Bank under a Letter of Credit in accordance with this subsection (b) above (except in respect of losses, liabilities or other obligations suffered by the Administrative Agent or the Issuing Bank, as the case may be, resulting from than the gross negligence or willful misconduct of the Administrative Agent Agent) and may not be terminated, suspended or the Issuing Bankdelayed for any reason, as the case may be). If a Lender does not make available including any Event of Default. (b) With respect to payment to the Administrative Agent of the unreimbursed amounts described in this Section 11.1(b) when a Lender receives demand from the Administrative Agent on any Business Day, such payment shall be due no later than 2:00 p.m. (Chattanooga time) on the following Business Day. If any such Lender's RC Commitment Percentage of any unreimbursed amount is paid to the Administrative Agent after the date such payment made by the Issuing Bank under a Letter of Creditis due, such Lender shall be required to pay interest to the Administrative Agent for the account of the Issuing Bank on demand, in addition to such amount, interest on such Lender's RC Commitment Percentage of such past due payment at a rate of interest per annum equal to the Federal Funds Effective Rate (ihereinafter defined) from the date such Lender should have made payment is due to the date on which such amount payment is immediately available until to the third day therefrom, Administrative Agent. A certificate of the Administrative Agent with respect to any amounts owing under this Section 11.1(b) shall be conclusive in the absence of manifest error. "Federal Funds Effective Rate" means, and (ii) thereafterfor any day, an interest rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Funds Effective Rate plus 2%Reserve System arranged by Federal funds brokers on such day, in each case payable upon demand by the Issuing Bank. The Administrative Agent shall distribute as published for such interest payments to the Issuing Bank upon receipt thereof in like funds as received. day (c) Whenever the Administrative Agent or, if such day is reimbursed by the Borrowernot a Business Day, for the account immediately preceding Business Day) by the Federal Reserve Bank of the Issuing BankNew York, for any payment under a Letter of Credit and such payment relates to an amount previously paid by a Lender in respect of its RC Commitment Percentage of the amount of such payment under such Letter of Credit, the Administrative Agent (or the Issuing Bankor, if such payment by rate is not so published for any day that is a Lender was paid Business Day, the average of the quotations at approximately 10:00 a.m. (New York time) on such day on such transactions received by the Administrative Agent to from three (3) Federal funds brokers of recognized standing selected by the Issuing Bank) will promptly pay over such payment to such LenderAdministrative Agent in its sole discretion.