Common use of Letter of Credit Participations Clause in Contracts

Letter of Credit Participations. (a) Immediately upon the issuance by an Issuing Lender of any Letter of Credit, such Issuing Lender shall be deemed to have sold and transferred to each RL Lender, and each such RL Lender (in its capacity under this Section 3.04, a “Participant”) shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Lender, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s RL Percentage, in such Letter of Credit, each drawing or payment made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or RL Percentages of the Lenders pursuant to Section 2.13, 4.02(b) or 13.04(b), it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating thereto, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 to reflect the new RL Percentages of the assignor and assignee Lender, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by an Issuing Lender of any Letter of Credit, such Issuing Lender shall be deemed to have sold and transferred to each RL Revolving Lender (each such Revolving Lender, and each such RL Lender (in its capacity under this Section 3.04, a “Participant”) ), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Lender, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s RL Percentage, Percentage in such Letter of Credit, each substitute letter of credit, each drawing or payment made thereunder and the obligations of the respective Revolving Borrower under this Agreement with respect thereto, in the respective Letter of Credit Fees (but not Fronting Fees) payable with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or RL Percentages of the Lenders pursuant to Section 2.13, 4.02(b) 2.15, 2.17 or 13.04(b12.04(b), it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating theretoDrawings, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 to reflect the new RL Percentages of the assignor and assignee Lender, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by an Issuing Lender of any Letter of Credit, such Issuing Lender shall be deemed to have sold and transferred to each RL Lender, and each such RL Lender (in its capacity under this Section 3.04, a “Participant”) shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Lender, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s RL Percentage, in such Letter of Credit, each drawing or payment made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or RL Percentages of the Lenders pursuant to Section 2.13, 4.02(b) 2.13 or 13.04(b), it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating thereto, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 to reflect the new RL Percentages of the assignor and assignee Lender, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by an the respective Issuing Lender Bank of any Letter of Credit, such Issuing Lender Bank shall be deemed to have sold and transferred to each RL LenderBank with a Revolving Loan Commitment, and other than such Issuing Bank (each such RL Lender (Bank, in its capacity under this Section 3.042.04, a “"Participant”) "), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing LenderBank, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s RL Percentage, 's Percentage in such Letter of Credit, each substitute letter of credit, each drawing or payment made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or RL Percentages of the Lenders Banks pursuant to Section 2.13, 4.02(b) or 13.04(b)13.04, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating theretoDrawings, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 2.04 to reflect the new RL Percentages of the assignor and assignee LenderBank or of all Banks with Revolving Loan Commitments, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by an Issuing Lender of any Letter of Credit, such Issuing Lender shall be deemed to have sold and transferred to each RL Lender, and each such RL Lender (in its capacity under this Section 3.04, a “Participant”) shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Lender, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s RL Percentage, in such Letter of Credit, each drawing or payment made thereunder and the obligations of the Borrower Borrowers under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or RL Percentages of the Lenders pursuant to Section 2.13, 4.02(b) 2.15 or 13.04(b), it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating thereto, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 to reflect the new RL Percentages of the assignor and assignee Lender, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by an Issuing Lender of any Letter of Credit, such Issuing Lender shall be deemed to have sold and transferred to each RL Lender, and each such RL Lender (in its capacity under this Section 3.04, a “Participant”) shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Lender, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s RL Percentage, in such Letter of Credit, each drawing or payment made thereunder and the obligations of the Borrower Borrowers under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or RL Percentages of the Lenders pursuant to Section 2.13, 4.02(b) 2.13 or 13.04(b), it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating thereto, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 to reflect the new RL Percentages of the assignor and assignee Lender, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by an Issuing Lender of any Letter of Credit, such Issuing Lender shall be deemed to have sold and transferred to each RL Lender, and each such RL Lender (in its capacity under this Section 3.04, a “Participant”) shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Lender, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s RL Percentage, in such Letter of Credit, each drawing or payment made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or RL Percentages of the Lenders pursuant to Section 2.13, 4.02(b) 2.13 or 13.04(b14.04(b), it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating thereto, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 to reflect the new RL Percentages of the assignor and assignee Lender, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by an any Issuing Lender of any Letter of Credit, such Issuing Lender shall be deemed to have sold and transferred to each RL Lender with a Commitment, other than such Issuing Lender (each such Lender, and each such RL Lender (in its capacity under this Section 3.042.03, a “Participant”) ), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Lender, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s RL Percentage, in such Letter of Credit, each drawing or payment made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or RL Percentages of the Lenders pursuant to Section 2.13, 4.02(b) Sections 1.12 or 13.04(b)13.04, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating theretoDrawings, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 2.03 to reflect the new RL Percentages of the assignor and assignee LenderLender or of all Lenders with Commitments, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by an Issuing Lender of any Letter of Credit, such Issuing Lender shall be deemed to have sold and transferred to each RL Lender, and other than such Issuing Lender (each such RL Lender (Lender, in its capacity under this Section 3.042.04, a “"Participant”) "), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Lender, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s RL 's Percentage, in such Letter of Credit, Credit and each drawing or payment made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or RL Percentages of the Lenders pursuant to Section 2.13, 4.02(b) 1.13 or 13.04(b)13.04, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating thereto, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 2.04 to reflect the new RL Percentages of the assignor and assignee LenderLender or of all Lenders, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by an Issuing Lender BTCo of any Letter of Credit, such Issuing Lender BTCo shall be deemed to have sold and transferred to each RL Lender other than BTCo (each such Lender, and each such RL Lender (in its capacity under this Section 3.042.04, a “"Participant”) "), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing LenderBTCo, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s RL Percentage, 's Adjusted Percentage in such Letter of Credit, each amendment and each drawing or payment made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or RL Adjusted Percentages of the Lenders pursuant to Section 2.13, 4.02(b) 1.13 or 13.04(b)13.04 or as a result of a Lender Default, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating theretoDrawings, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 2.04 to reflect the new RL Adjusted Percentages of the assignor and assignee LenderLender or of all Lenders with Commitments, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by an Issuing Lender of any Letter of Credit, such Issuing Lender shall be deemed to have sold and transferred to each RL U.S. Lender, and each such RL U.S. Lender (in its capacity under this Section 3.04, a “Participant”) shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Lender, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s RL Percentage, in such Letter of Credit, each drawing or payment made thereunder and the obligations of the Borrower U.S. Borrowers under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or RL Percentages of the U.S. Lenders pursuant to Section 2.13, 4.02(b) 2.13 or 13.04(b), it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating thereto, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 to reflect the new RL Percentages of the assignor and assignee Lender, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by an Issuing Lender of any Letter of Credit, such Issuing Lender shall be deemed to have sold and transferred to each RL Lender, and each such RL Lender (in its capacity under this Section 3.04, a “Participant”) shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Lender, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s RL Percentage, in such Letter of Credit, each drawing or payment made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or RL Percentages of the Lenders pursuant to Section 2.13, 2.15, 4.02(b) or 13.04(b), it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating thereto, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 to reflect the new RL Percentages of the assignor and assignee Lender, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by an each Issuing Lender Bank of any Letter of Credit, such Issuing Lender Bank shall be deemed to have sold and transferred to each RL LenderBank, and other than such Issuing Bank (each such RL Lender (Bank, in its capacity under this Section 3.042.04, a “"Participant”) "), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing LenderBank, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s 's RL Percentage, in such Letter of Credit, each drawing or payment made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or RL Percentages of the Lenders Banks pursuant to Section 2.13, 4.02(b) 1.12 or 13.04(b)15.04, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating theretoDrawings, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 2.04 to reflect the new RL Percentages of the assignor and assignee LenderBank, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by an the Issuing Lender of any Letter of Credit, such the Issuing Lender shall be deemed to have sold and transferred to each RL Lender, and each such RL Lender (in its capacity under this Section 3.042.4, a “"Participant”") shall be deemed irrevocably and unconditionally to have purchased and received from such the Issuing Lender, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s 's RL Percentage, in such Letter of Credit, each drawing or payment made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or RL Percentages of the Lenders pursuant to Section 2.13, 4.02(b) 1.13 or 13.04(b13.4(b), it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating thereto, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 2.4 to reflect the new RL Percentages of the assignor and assignee Lender, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by an the Issuing Lender of any Letter of Credit, such the Issuing Lender shall be deemed to have sold and transferred to each other RL Lender, and each such RL Lender (in its capacity under this Section 3.04each, a “Participant”) shall be deemed irrevocably and unconditionally to have purchased and received from such the Issuing Lender, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s RL Percentage, in such Letter of Credit, each substitute Letter of Credit, each drawing or payment made thereunder and the obligations of the Borrower under this Agreement with respect thereto, thereto and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or the RL Percentages of the RL Lenders pursuant to Section 2.13, 4.02(b) 1.13 or 13.04(b12.04(b), it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating with respect thereto, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 2.03 to reflect the new RL Percentages of the assignor assigning and assignee Lender, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by an Issuing Lender of any Letter of Credit, such Issuing Lender shall be deemed to have sold and transferred to each RL Lender, and each such RL Lender (in its capacity under this Section 3.04, a “Participant”) shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Lender, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s RL Percentage, in such Letter of Credit, each drawing or payment made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or RL Percentages of the Lenders pursuant to Section 2.13, 4.02(b) 2.14 or 13.04(b), it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating thereto, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 to reflect the new RL Percentages of the assignor and assignee Lender, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by an Issuing Lender any Letter of any Credit Issuer of a Letter of Credit, such Issuing Lender Letter of Credit Issuer shall be deemed to have sold and transferred to each RL Lenderother Bank, and each such RL Lender Bank (in its capacity under this Section 3.04, each a “"Participant”") shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing LenderLetter of Credit Issuer, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s RL Bank's Adjusted RC Percentage, in such Letter of Credit, each drawing or substitute letter of credit, each payment made thereunder and the obligations of the Borrower under this Agreement with respect thereto, thereto (although the Letter of Credit Fee shall be payable directly to the Administrative Agent for the account of the Banks as provided in Section 3.01(b) and the Participants shall have no right to receive any portion of any Facing Fees) and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or RL Adjusted RC Percentages of the Lenders Banks pursuant to Section 2.13, 4.02(b12.04(b) or 13.04(b)upon a Bank Default, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating theretoDrawings, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 2.05 to reflect the new RL Adjusted RC Percentages of the assignor assigning and assignee LenderBank or of all Banks, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by an each Issuing Lender of any Letter of Credit, such Issuing Lender shall be deemed to have sold and transferred to each RL Lender, and other than such Issuing Lender (each such RL Lender (Lender, in its capacity under this Section 3.042.04, a “"Participant”) "), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Lender, without recourse or warranty, an undivided interest and participationparticipation in, to the extent of such Participant’s RL 's Percentage, in such Letter of Credit, each drawing or payment made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining theretothereto (although Letter of Credit Fees shall be paid directly to the Administrative Agent for the ratable account of the Participants as provided in Section 3.01(b) and the Participants shall have no right to receive any portion of any Facing Fee). Upon any change in the Revolving Loan Commitments or RL Percentages of the Lenders pursuant to Section 2.13, 4.02(b) 1.13 or 13.04(b)13.04, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating theretoDrawings, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 2.04 to reflect the new RL Percentages of the assignor and assignee Lender, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by an the Issuing Lender of any Letter of Credit, such the Issuing Lender shall be deemed to have sold and transferred to each RL Lender, and other than the Issuing Lender (each such RL Lender (Lender, in its capacity under this Section 3.042.04, a “"Participant”) "), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such the Issuing Lender, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s 's RL Percentage, in such Letter of Credit, each drawing or payment made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or RL Percentages of the Lenders pursuant to Section 2.13, 4.02(b) 1.13 or 13.04(b), it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating with respect thereto, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 2.04 to reflect the new RL Percentages of the assignor and assignee Lender, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by an Issuing Lender of any Letter of Credit, such Issuing Lender shall be deemed to have sold and transferred to each RL Lender, and each such RL Lender (in its capacity under this Section 3.04, a “Participant”) shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Lender, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s RL Percentage, in such Letter of Credit, each drawing or payment made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or RL Percentages of the Lenders pursuant to Section 2.13, 4.02(b) 2.12 or 13.04(b), it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating thereto, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 to reflect the new RL Percentages of the assignor and assignee Lender, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by an each Issuing Lender Bank of any Letter of Credit, such Issuing Lender Bank shall be deemed to have sold and transferred to each RL LenderBank, and other than such Issuing Bank (each such RL Lender (Bank, in its capacity under this Section 3.042.04, a “"Participant”) "), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing LenderBank, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s 's RL Percentage, in such Letter of Credit, each drawing or payment made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or RL Percentages of the Lenders Banks pursuant to Section 2.13, 4.02(b) 1.13 or 13.04(b)13.04, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating theretoDrawings, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 2.04 to reflect the new RL Percentages of the assignor and assignee LenderBank, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by an Issuing Lender a Letter of Credit Issuer of any Letter of Credit, such Issuing Lender Letter of Credit Issuer shall be deemed to have sold and transferred to each other RL Lender, and each such RL Lender (in its capacity under this Section 3.04each, a an “L/C Participant”) shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing LenderLetter of Credit Issuer, without recourse or warranty, an undivided interest and participation, to the extent of such L/C Participant’s RL Percentage, in such Letter of Credit, each substitute Letter of Credit, each drawing or payment made thereunder and the obligations of the Borrower under this Agreement with respect thereto, thereto (although Letter of Credit Fees shall be payable directly to the Administrative Agent for the account of the RL Lenders as provided in Section 4.01(b) and the L/C Participants shall have no right to receive any portion of any Facing Fees with respect to such Letters of Credit) and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or the RL Percentages of the RL Lenders pursuant to Section 2.13, 4.02(b) 2.13 or 13.04(b13.07(b), it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating with respect thereto, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 3.03 to reflect the new RL Percentages of the assignor assigning and assignee LenderLender or of all RL Lenders, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by an Issuing Lender of any Letter of Credit, such Issuing Lender shall be deemed to have sold and transferred to each RL Lender, and each such RL Lender (in its capacity under this Section 3.04, a “Participant”) shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Lender, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s RL Percentage, in such Letter of Credit, each drawing or payment made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or RL Percentages of the Lenders pursuant to Section 2.13, 4.02(b) 2.14, 2.15, 2.16, 2.17 or 13.04(b13.04(c), it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating thereto, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 to reflect the new RL Percentages of the assignor and assignee Lender, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by an any Issuing Lender of any Letter of Credit, such Issuing Lender shall be deemed to have sold and transferred to each RL Lender with a Commitment, other than such Issuing Lender (each such Lender, and each such RL Lender (in its capacity under this Section 3.042.03, a “Participant”) ), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Lender, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s RL Percentage, in such Letter of Credit, each drawing or payment made thereunder and the obligations of the Borrower Borrowers under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or RL Percentages of the Lenders pursuant to Section 2.13, 4.02(b) Sections 1.12 or 13.04(b)13.04, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating theretoDrawings, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 2.03 to reflect the new RL Percentages of the assignor and assignee LenderLender or of all Lenders with Commitments, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by an Issuing Lender of any Letter of Credit, such Issuing Lender shall be deemed to have sold and transferred to each RL Revolving Lender, and each such RL Revolving Lender (in its capacity under Section 2.03(b) and under this Section 3.042.04, a “Participant”) shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Lender, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s RL Percentage, Percentage in such Letter of Credit, each drawing or payment made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or RL Percentages of the Revolving Lenders pursuant to Section 2.13, 4.02(b) 1.13 or 13.04(b), it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating thereto, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 2.04 to reflect the new RL Percentages of the assignor and assignee Lender, as the case may berespective Revolving Lender or Revolving Lenders.

Letter of Credit Participations. (a) Immediately upon the issuance by an any Issuing Lender of any Letter of Credit, such Issuing Lender shall be deemed to have sold and transferred to each RL Lender, and other than such Issuing Lender (each such RL Lender (Lender, in its capacity under this Section 3.042.04, a “"Participant”) "), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Lender, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s RL 's Percentage, in such Letter of Credit, Credit and each drawing or payment made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or RL Percentages of the Lenders pursuant to Section 2.131.13, 4.02(b) 1.14, 3.02(b), 13.04 or 13.04(b13.12(b), it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating with respect thereto, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 2.04 to reflect the new RL Percentages of the assignor and assignee LenderLender or of all Lenders, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by an Issuing Lender of any Letter of CreditCredit under a Facility, such Issuing Lender the Letter of Credit Issuer issuing same shall be deemed to have sold and transferred to each RL Lenderother Lender under such Facility, and each such RL Lender (in its capacity under this Section 3.04each, a “"Participant”") shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing LenderLetter of Credit Issuer, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s RL Percentage's Percentage for such Facility, in such Letter of Credit, each substitute letter of credit, each drawing or payment made thereunder and the obligations of the respective Borrower under this Agreement with respect thereto, thereto (although the Letter of Credit Fee shall be payable directly to the Administrative Agent for the account of the Lenders as provided in Section 3.01(c) and the Participants shall have no right to receive any portion of any Facing Fees) and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan USF Commitments or RL Percentages of MCF Commitments, as the Lenders case may be, pursuant to Section 2.13, 4.02(b) or 13.04(b1.13 and/or 12.04(b), it is hereby agreed that, with respect to all outstanding out standing Letters of Credit and Unpaid Drawings relating theretoaffected thereby, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 2.05 to reflect the new RL Percentages of the assignor assigning and assignee LenderLender or of all Lenders, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by an Issuing Lender of any Letter of Credit, such Issuing Lender shall be deemed to have sold and transferred to each RL Lender, and each such RL Lender (in its capacity under this Section 3.042.04, a “"Participant”") shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Lender, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s 's RL Percentage, in such Letter of Credit, each drawing or payment made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or RL Percentages of the RL Lenders pursuant to Section 2.13, 4.02(b) 1.13 or 13.04(b), it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating thereto, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 2.04 to reflect the new RL Percentages of the assignor and assignee RL Lender, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by an each Issuing Lender of any Letter of Credit, such Issuing Lender shall be deemed to have sold and transferred to each RL Lender, and other than such Issuing Lender (each such RL Lender (Lender, in its capacity under this Section 3.042.04, a “"Participant”) "), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Lender, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s RL 's Percentage, in such Letter of Credit, each drawing or payment made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or RL Percentages of the Lenders pursuant to Section 2.13, 4.02(b) 1.14 or 13.04(b)13.04, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating theretoDrawings, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 2.04 to reflect the new RL Percentages of the assignor and assignee Lender, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by an any Issuing Lender of any Letter of Credit, such Issuing Lender shall be deemed to have sold and transferred to each RL Lender, and each such RL Lender (in its capacity under this Section 3.042.04, a “-18- "Participant”) "), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Lender, without recourse or warranty, an undivided interest and participation, in a percentage equal to the extent of such Participant’s 's RL Percentage, in such Letter of Credit, each drawing or payment made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or the respective RL Percentages of the Lenders pursuant to Section 2.13, 4.02(b) 1.13 or 13.04(b)13.04, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating theretoDrawings, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 2.04 to reflect the new RL Percentages of the assignor and assignee LenderLender or of all Lenders, as the case may be. With respect to each Letter of Credit from time to time outstanding, the percentage participations therein of the various Lenders calculated as provided above in this Section 2.04(a) are herein called the "L/C Participation Percentages" of the various Lenders in such Letters of Credit.

Letter of Credit Participations. (a) Immediately upon the issuance by an any Issuing Lender of any Letter of Credit, such Issuing Lender shall be deemed to have sold and transferred to each RL Lender with a Commitment, other than such Issuing Lender (each such Lender, and each such RL Lender (in its capacity under this Section 3.043.03, a “Participant”) ), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Lender, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s RL Percentage, in such Letter of Credit, each drawing or payment made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or RL Percentages of the Lenders pursuant to Section 2.13, 4.02(b) Sections 2.12 or 13.04(b)13.04, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating theretoDrawings, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 3.03 to reflect the new RL Percentages of the assignor and assignee LenderLender or of all Lenders with Commitments, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by an Issuing Lender of any Letter of Credit, such Issuing Lender shall be deemed to have sold and transferred to each RL Lender, and each such RL Lender (in its capacity under this Section 3.042.04, a “"Participant”") shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Lender, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s 's RL Percentage, in such Letter of Credit, each drawing or payment made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or RL Percentages of the Lenders pursuant to Section 2.13, 4.02(b) 1.13 or 13.04(b), it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating thereto, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 2.04 to reflect the new RL Percentages of the assignor and assignee Lender, as the case may be.

Letter of Credit Participations. (a) Immediately upon the ------------------------------- issuance by an Issuing Lender the Letter of Credit Issuer of any Letter of Credit, such Issuing Lender the Letter of Credit Issuer shall be deemed to have sold and transferred to each RL Lenderother Bank, and each such RL Lender Bank (in its capacity under this Section 3.04, each a “"Participant”") shall be deemed irrevocably and unconditionally to have purchased and received re- ceived from such Issuing Lenderthe Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s RL Bank's Percentage, in such Letter of Credit, each substitute letter of credit, each drawing or payment made thereunder and the obligations of the Borrower Bor rower under this Agreement with respect thereto, thereto (although Letter of Credit Fees shall be payable directly to the Agent for the account of the Banks as provided in Section 3.01(b) and the Participants shall have no right to receive any portion of any Facing Fees) and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or RL Percentages of the Lenders Banks pursuant to Section 2.13, 4.02(b) or 13.04(b1.13 and/or 12.04(b), it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating theretoDrawings, there shall be an automatic adjustment ad justment to the participations pursuant to this Section 3.04 2.04 to reflect the new RL Percentages of the assignor assigning and assignee Lender, as the case may beBank.

Letter of Credit Participations. (a) Immediately upon the ------------------------------- the issuance by an Issuing Lender a Letter of Credit Issuer of any Letter of Credit, such Issuing Lender Letter of Credit Issuer shall be deemed to have sold and transferred to each RL Lenderother Bank, and each such RL Lender Bank (in its capacity under this Section 3.04each, a “"Participant”") shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing LenderLetter of Credit Issuer, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s 's RL Percentage, in such Letter of Credit, each substitute Letter of Credit, each drawing or payment made thereunder and the obligations of the Borrower under this Agreement with respect thereto, thereto (although Letter of Credit Fees shall be payable directly to the Administrative Agent for the account of the Banks as provided in Section 3.01(b) and the Participants shall have no right to receive any portion of any Facing Fees with respect to such Letters of Credit) and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or the RL Percentages of the Lenders Banks pursuant to Section 2.13, 4.02(bSections 1.13 or 13.04(b) or 13.04(b)as a result of a Bank Default, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating with respect thereto, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 2.03 to reflect the new RL Percentages of the assignor assigning and assignee LenderBank or of all Banks, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by an Issuing Lender a Letter of Credit Issuer of any Letter of Credit, such Issuing Lender Letter of Credit Issuer shall be deemed to have sold and transferred to each other RL LenderBank, and each such RL Lender Bank (in its capacity under this Section 3.04each, a “"Participant”") shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing LenderLetter of Credit Issuer, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s RL 's Percentage, in such Letter of Credit, each substitute Letter of Credit, each drawing or payment made thereunder and the obligations of the US Borrower under this Agreement with respect thereto, thereto (although Letter of Credit Fees shall be payable directly to the Agent for the account of the XX Xxxxx as provided in Section 3.01(b) and the Participants shall have no right to receive any portion of any Facing Fees with respect to such Letters of Credit) and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or RL Percentages of the Lenders XX Xxxxx pursuant to Section 2.13, 4.02(b) 1.13 or 13.04(b), it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating with respect thereto, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 2.03 to reflect the new RL Percentages of the assignor assigning and assignee Lender, as the case may beBank.

Letter of Credit Participations. (a) Immediately upon ------------------------------- the issuance by an Issuing Lender a Letter of Credit Issuer of any Letter of Credit, such Issuing Lender the respective Letter of Credit Issuer shall be deemed to have sold and transferred to each RL Lender, and other Bank (each such RL Lender (other Bank, in its capacity under this Section 3.042.02, a “Participant”) "Participating Bank"), and each such Participating Bank shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing LenderLetter of Credit Issuer, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s RL Participating Bank's Percentage, in such Letter of Credit, each substitute letter of credit, each drawing or payment made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining theretothereto (although L/C Fees will be paid directly to the Administrative Agent for the ratable account of the Participating Banks as provided in Section 3.01(b) and the Participating Banks shall have no right to receive any portion of any L/C Facing Fees). Upon any change in the Revolving Loan Commitments or RL Percentages Com mitments of the Lenders Banks pursuant to Section 2.13, 4.02(b) or 13.04(b)12.04, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating theretoDrawings, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 2.02 to reflect the new RL Percentages of the assignor and assignee Lender, as the case may beBanks.

Letter of Credit Participations. (a) Immediately upon the issuance by an each Issuing Lender of any Letter of Credit, such Issuing Lender shall be deemed to have sold and transferred to each RL Lender, and other than such Issuing Lender (each such RL Lender (Lender, in its capacity under this Section 3.042.04, a “"Participant”) "), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Lender, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s RL 's Percentage, in such Letter of Credit, each drawing or payment made thereunder and the obligations of the respective Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or RL Percentages of the Lenders pursuant to Section 2.13, 4.02(b) 1.13 or 13.04(b)13.04, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating theretoDrawings, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 2.04 to reflect the new RL Percentages of the assignor and assignee Lender, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by an Issuing Lender of any Letter of Credit, such Issuing Lender shall be deemed to have sold and transferred to each RL Lender, and other than such Issuing Lender (each such RL Lender (Lender, in its capacity under this Section 3.04, a “Participant”) ), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Lender, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s RL Percentage, in such Letter of Credit, Credit and each drawing or payment made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or RL Percentages of the Lenders pursuant to Section 2.13, 4.02(b) 2.13 or 13.04(b)13.04, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating thereto, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 to reflect the new RL Percentages of the assignor and assignee LenderLender or of all Lenders, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by an Issuing Lender of any Letter of Credit, such Issuing Lender shall be deemed to have sold and transferred to each RL Revolving Lender, and each such RL Revolving Lender (in its capacity under this Section 3.043.4, a “Participant”) shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Lender, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s RL Percentage, in such Letter of Credit, each drawing or payment made thereunder and the obligations of the applicable Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or RL Percentages of the Lenders pursuant to Section 2.13, 4.02(b) 2.14 or 13.04(b)13.4, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating thereto, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 3.4 to reflect the new RL Percentages of the assignor and assignee Lender, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by an Issuing Lender of any a Letter of CreditCredit under any Tranche, such Issuing Lender shall be deemed to have sold and transferred to each RL LenderLender under such Tranche, and each such RL Lender under such Tranche (in its capacity under this Section 3.04, a “Participant”) shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Lender, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s RL Percentage, in such Letter of Credit, each drawing or payment made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or RL Percentages of the Lenders under the relevant Tranche pursuant to Section 2.13, 4.02(b) 2.12 or 13.04(b14.04(b), it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating thereto, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 to reflect the new RL Percentages of the assignor and assignee Lender, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by an Issuing Lender the Letter of Credit Issuer of any Letter of Credit, such Issuing Lender the Letter of Credit Issuer shall be deemed to have sold and transferred to each RL Lenderother Bank with a Revolving Loan Commitment, and each such RL Lender Bank (in its capacity under this Section 3.04, each a “Participant”) shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing LenderLetter of Credit Issuer, without recourse or warranty, an undivided interest and participation, to the extent of such ParticipantBank’s RL Adjusted Percentage, in such Letter of Credit, each substitute letter of credit, each drawing or payment made thereunder and the obligations of the Borrower under this Agreement with respect thereto, thereto (although Letter of Credit Fees shall be payable directly to the Administrative Agent for the account of the Banks as provided in Section 3.01(b) and the Participants shall have no right to receive any portion of any Facing Fees) and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or RL Adjusted Percentages of the Lenders Banks pursuant to Section 2.13, 4.02(b1.10(c)(ii) or 13.04(b)12.04(b) or otherwise, or upon the occurrence of a Bank Default, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating theretoDrawings, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 2.05 to reflect the new RL Adjusted Percentages of the assignor assigning and assignee LenderBanks or of all Non-Defaulting Banks, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by an Issuing Lender a Letter of Credit Issuer of any Letter of Credit, such Issuing Lender Letter of Credit Issuer shall be deemed to have sold and transferred to each RL Lender, and each such RL Lender (in its capacity under this Section 3.04, each a “Participant”"PARTICIPANT") shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing LenderLetter of Credit Issuer, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s RL Lender's PF Percentage, in such Letter of Credit, each substitute letter of credit, each drawing or payment made thereunder and the obligations of the Borrower under this Agreement with respect thereto, thereto (although Letter of Credit Fees shall be payable directly to the Administrative Agent for the account of the Lenders as provided in section 3.1(b) and the Participants shall have no right to receive any portion of any Facing Fees) and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan PF Commitments or RL Percentages of the Lenders pursuant to Section 2.13, 4.02(b) or 13.04(bsection 12.4(b), it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating theretoDrawings, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 section 2.4 to reflect the new RL PF Percentages of the assignor assigning and assignee Lender, as the case may be.

Letter of Credit Participations. (a) Immediately upon the ------------------------------- issuance by an Issuing Lender a Letter of Credit Issuer of any Letter of Credit, such Issuing Lender Letter of Credit Issuer shall be deemed to have sold and transferred to each RL Lenderother Bank, and each such RL Lender Bank (in its capacity under this Section 3.04each, a “"Participant”") shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing LenderLetter of Credit Issuer, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s 's RL Percentage, in such Letter of Credit, each substitute Letter of Credit, each drawing or payment made thereunder and the obligations of the Borrower under this Agreement with respect thereto, thereto (although Letter of Credit Fees shall be payable directly to the Administrative Agent for the account of the Banks as provided in Section 3.01(b) and the Participants shall have no right to receive any portion of any Facing Fees with respect to such Letters of Credit) and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or the RL Percentages of the Lenders Banks pursuant to Section 2.13, 4.02(bSections 1.13 or 13.04(b) or 13.04(b)as a result of a Bank Default, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating with respect thereto, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 2.03 to reflect the new RL Percentages of the assignor assigning and assignee LenderBank or of all Banks, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by an Issuing Lender of any Letter of Credit, such Issuing Lender shall be deemed to have sold and transferred to each RL Lender, and each such RL Lender (in its capacity under this Section 3.04, a “Participant”) shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Lender, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s RL Percentage, in such Letter of Credit, each drawing or payment made thereunder and the obligations of the Borrower Borrowers under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or RL Percentages of the Lenders pursuant to Section 2.13, 4.02(b) 2.13 or 13.04(b14.04(b), it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating thereto, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 to reflect the new RL Percentages of the assignor and assignee Lender, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by an Issuing Lender of any Letter of Credit, such Issuing Lender shall be deemed to have sold and transferred to each RL L/C Lender, and each such RL L/C Lender (in its capacity under this Section 3.042.04, a “"Participant”") shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Lender, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s RL 's L/C Percentage, in such Letter of Credit, each drawing or payment made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan L/C Commitments or RL L/C Percentages of the Lenders pursuant to Section 2.13, 4.02(b) 1.13 or 13.04(b), it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating thereto, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 2.04 to reflect the new RL L/C Percentages of the assignor and assignee Lender, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by an Issuing Lender of any Letter of Credit, such Issuing Lender shall be deemed to have sold and transferred to each RL Lender, and each such RL Lender (in its capacity under this Section 3.04, a “Participant”) shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Lender, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s RL Percentage, in such Letter of Credit, each drawing or payment made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or RL Percentages of the Lenders pursuant to Section 2.13, 4.02(b) 2.14, 2.15 or 13.04(b), it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating thereto, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 to reflect the new RL Percentages of the assignor and assignee Lender, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by an Issuing Lender the Letter of Credit Issuer of any Letter of Credit, such Issuing Lender the Letter of Credit Issuer shall be deemed to have sold and transferred to each RL Lenderother Bank with a Revolving Loan Commitment, and each such RL Lender Bank (in its capacity under this Section 3.04, each a “Participant”) shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing LenderLetter of Credit Issuer, without recourse or warranty, an undivided interest and participation, to the extent of such ParticipantBank’s RL Adjusted Percentage, in such Letter of Credit, each substitute letter of credit, each drawing or payment made thereunder and the obligations of the Borrower under this Agreement with respect thereto, thereto (although Letter of Credit Fees shall be payable directly to the Administrative Agent for the account of the Banks as provided in Section 4.01(b) and the Participants shall have no right to receive any portion of any Facing Fees) and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or RL Adjusted Percentages of the Lenders Banks pursuant to Section 2.13, 4.02(b2.10(c)(ii) or 13.04(b)12.04(b) or otherwise, or upon the occurrence of a Bank Default, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating theretoDrawings, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 3.05 to reflect the new RL Adjusted Percentages of the assignor assigning and assignee LenderBanks or of all Non-Defaulting Banks, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by an Issuing Lender of any Letter of Credit, such Issuing Lender shall be deemed to have sold and transferred to each RL Revolving Lender (each such Revolving Lender, and each such RL Lender (in its capacity under this Section 3.042.04, a “Participant”) ), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Lender, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s RL Percentage, Percentage in such Letter of Credit, each substitute letter of credit, each drawing or payment made thereunder and the obligations of the respective Revolving Borrower under this Agreement with respect thereto, in the respective Letter of Credit Fees (but not Facing Fees) payable with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or RL Percentages of the Lenders pursuant to Section 2.131.13, 4.02(b) 1.15, 1.18 or 13.04(b12.04(b), it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating theretoDrawings, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 2.04 to reflect the new RL Percentages of the assignor and assignee Lender, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by an any Issuing Lender Bank of any Letter of Credit, such Issuing Lender Bank shall be deemed to have sold and transferred to each RL LenderBank with a Basic Revolving Loan Commitment, and other than such Issuing Bank (each such RL Lender (Bank, in its capacity under this Section 3.042.03, a “"Participant”) "), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing LenderBank, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s RL 's BRL Percentage, in such Letter of Credit, each drawing or payment made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining theretothereto (although the Letter of Credit Fee shall be payable directly to the Administrative Agent for the account of the Participants as provided in Section 3.01(b) and the Participants shall have no right to receive any portion of any Facing Fees). Upon any change in the Basic Revolving Loan Commitments or RL BRL Percentages of the Lenders Banks pursuant to Section 2.131.01(c), 4.02(b) 1.13 or 13.04(b)12.04, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating theretoDrawings, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 2.03 to reflect the new RL BRL Percentages of the assignor and assignee LenderBank or of all Banks with Basic Revolving Loan Commitments, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by an any Issuing Lender of any Letter of Credit, such Issuing Lender shall be deemed to have sold and transferred to each RL Lender, and other than such Issuing Lender (each such RL Lender (Lender, in its capacity under this Section 3.04, a “"Participant”) "), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Lender, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s RL 's Percentage, in such Letter of Credit, each drawing or payment made thereunder and Acceptances created thereunder and the obligations of the Borrower Borrowers under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or RL Percentages of the Lenders pursuant to Section 2.13, 4.02(b) 2.13 or 13.04(b)13.04, it is hereby agreed that, with respect to all outstanding Letters of Credit Credit, Acceptances created thereunder and Unpaid Drawings relating with respect thereto, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 to reflect the new RL Percentages of the assignor and assignee LenderLender or of all Lenders, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by an Issuing Lender a Letter of Credit Issuer of any Letter of Credit, such Issuing Lender Letter of Credit Issuer shall be deemed to have sold and transferred to each other RL Lender, and each such RL Lender (in its capacity under this Section 3.04each, a an “L/C Participant”) shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing LenderLetter of Credit Issuer, without recourse or warranty, an undivided interest and participation, to the extent of such L/C Participant’s RL Percentage, in such Letter of Credit, each substitute Letter of Credit, each drawing or payment made thereunder and the obligations of the Borrower Borrowers under this Agreement with respect thereto, thereto (although Letter of Credit Fees shall be payable directly to the Administrative Agent for the account of the RL Lenders as provided in Section 4.1(b) and the L/C Participants shall have no right to receive any portion of any Facing Fees with respect to such Letters of Credit) and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or the RL Percentages of the RL Lenders pursuant to Section 2.13, 4.02(b) 2.13 or 13.04(b13.7(b), it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating with respect thereto, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 3.3 to reflect the new RL Percentages of the assignor assigning and assignee LenderLender or of all RL Lenders, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by an Issuing Lender the Letter of Credit Issuer of any Letter of Credit, such Issuing Lender the Letter of Credit Issuer shall be deemed to have sold and transferred to each RL Lenderother RF Bank, and each such RL Lender RF Bank (in its capacity under this Section 3.04each, a “"Participant”") shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing LenderLetter of Credit Issuer, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s RL 's Adjusted RF Percentage, in such Letter of Credit, each substitute letter of credit, each drawing or payment made thereunder and the obligations of the Borrower under this Agreement with respect thereto, thereto (although the Letter of Credit Fee shall be payable directly to the Administrative Agent for the account of the XX Xxxxx as provided in Section 3.01(b) and the Participants shall have no right to receive any portion of any Facing Fees) and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or RL Adjusted RF Percentages of the Lenders XX Xxxxx pursuant to Section 2.13, 4.02(b1.13 and/or 12.04(b) or 13.04(b)upon a Bank Default, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating theretoDrawings, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 2.05 to reflect the new RL Adjusted RF Percentages of the assignor assigning and assignee LenderRF Bank or of all XX Xxxxx, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by an any Issuing Lender of any Letter of Credit, such Issuing Lender shall be deemed to have sold and transferred to each RL Lender, and other than such Issuing Lender (each such RL Lender (Lender, in its capacity under this Section 3.042.04, a “"Participant”) "), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Lender, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s RL 's Percentage, in such Letter of Credit, each drawing or payment made thereunder and Acceptances created thereunder and the obligations of the Borrower Borrowers under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or RL Percentages of the Lenders pursuant to Section 2.131.13, 4.02(b) 1.14 or 13.04(b)13.04, it is hereby agreed that, with respect to all outstanding Letters of Credit Credit, Acceptances created thereunder and Unpaid Drawings relating with respect thereto, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 2.04 to reflect the new RL Percentages of the assignor and assignee LenderLender or of all Lenders, as the case may be.

Letter of Credit Participations. (ai) Immediately upon the issuance by an any Issuing Lender of any Letter of Credit, such Issuing Lender shall be deemed to have sold and transferred to each RL Lender, and other than such Issuing Lender (each such RL Lender (Lender, in its capacity under this Section 3.042.13(c), a “"Participant”) "), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Lender, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s RL 's Commitment Percentage, in such Letter of Credit, each drawing or payment made thereunder and the obligations of the Borrower under this Agreement with respect theretothereto (excluding the Facing Fee), and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or RL Commitment Percentages of the Lenders pursuant to Section 2.13, 4.02(b) or 13.04(b)hereto, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating theretoDrawings, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 2.13(c) to reflect the new RL Commitment Percentages of the assignor and assignee LenderLender or of all Lenders, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by an Issuing Lender of any Letter of Credit, such Issuing Lender shall be deemed to have sold and transferred to each RL Lender, and other than such Issuing Lender (each such RL Lender (Lender, in its capacity under this Section 3.042.04, a “Participant”) ), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Lender, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s RL Percentage, in such Letter of Credit, Credit and each drawing or payment made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or RL Percentages of the Lenders pursuant to Section 2.13, 4.02(b) 1.13 or 13.04(b)13.04, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating thereto, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 2.04 to reflect the new RL Percentages of the assignor and assignee LenderLender or of all Lenders, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by an each Issuing Lender of any Letter of Credit, such Issuing Lender shall be deemed to have sold and transferred to each RL Lender, and other than such Issuing Lender (each such RL Lender (Lender, in its capacity under this Section 3.042.04, a “"Participant”) "), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Lender, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s RL 's Percentage, in such Letter of Credit, each drawing or payment made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or RL Percentages of the Lenders pursuant to Section 2.13, 4.02(b) 1.13 or 13.04(b)13.04, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating theretoDrawings, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 2.04 to reflect the new RL Percentages of the assignor and assignee Lender, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by an any Issuing Lender of any Letter of Credit, such Issuing Lender shall be deemed to have sold and transferred to each RL Lender, and other than such Issuing Lender (each such RL Lender (Lender, in its capacity under this Section 3.042.04, a “Participant”) ), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Lender, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s RL Percentage, in such Letter of Credit, each drawing or payment made thereunder and Acceptances created thereunder and the obligations of the Borrower Borrowers under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or RL Percentages of the Lenders pursuant to Section 2.13, 4.02(b) 1.13 or 13.04(b)13.04, it is hereby agreed that, with respect to all outstanding Letters of Credit Credit, Acceptances created thereunder and Unpaid Drawings relating with respect thereto, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 2.04 to reflect the new RL Percentages of the assignor and assignee LenderLender or of all Lenders, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by an Issuing Lender a Letter of Credit Issuer of any Letter of Credit, such Issuing Lender Letter of Credit Issuer shall be deemed to have sold and transferred to each RL Lender, and each such RL Lender (in its capacity under this Section 3.04, each a “"Participant”") shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing LenderLetter of Credit Issuer, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s RL Lender's Revolving Facility Percentage, in such Letter of Credit, each substitute letter of credit, each drawing or payment made thereunder and thereunder, the obligations of the Borrower under this Agreement with respect thereto (although Letter of Credit Fees shall be payable directly to the Administrative Agent for the account of the Lenders as provided in Section 4.1(b) and the Participants shall have no right to receive any portion of any fees of the nature contemplated by Section 4.1(c)), the obligations of any Letter of Credit Obligor under any Letter of Credit Documents pertaining thereto, and any security therefor for, or guaranty pertaining theretoto, any of the foregoing. Upon any change in the Revolving Loan Commitments or RL Percentages of the Lenders pursuant to Section 2.13, 4.02(b) or 13.04(b12.4(c), it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating theretoDrawings, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 3.4 to reflect the new RL Revolving Facility Percentages of the assignor assigning and assignee Lender, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by an the Issuing Lender of any Letter of Credit, such the Issuing Lender shall be deemed to have sold and transferred to each RL Lender, and other than the Issuing Lender (each such RL Lender (Lender, in its capacity under this Section 3.04, a “"Participant”) "), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such the Issuing Lender, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s 's RL Percentage, in such Letter of Credit, each drawing or payment made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or RL Percentages of the Lenders pursuant to Section 2.13, 4.02(b) 2.13 or 13.04(b)12.04, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating theretoDrawings, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 to reflect the new RL Percentages of the assignor and assignee Lender, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by an Issuing Lender of any Letter of Credit, such Issuing Lender shall be deemed to have sold and transferred to each RL Lender, and each such RL Lender (in its such capacity under this Section 3.042.04, a “Participant”) shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Lender, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s RL Percentage, in such Letter of Credit, each drawing or payment made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or RL Percentages of the Lenders pursuant to Section 2.13, 4.02(b) 1.13 or 13.04(b)13.05, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating thereto, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 2.04 to reflect the new RL Percentages of the assignor and assignee Lender, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by an Issuing Lender BTCo of any Letter of Credit, such Issuing Lender BTCo shall be deemed to have sold and transferred to each RL LenderBank with a Revolving Loan Commitment, and other than BTCo (each such RL Lender (Bank, in its capacity under this Section 3.042.04, a “"Participant”) "), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing LenderBTCo, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s RL Percentage, 's Adjusted Percentage in such Letter of Credit, each drawing or payment made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or RL Adjusted Percentages of the Lenders Banks pursuant to Section 2.13, 4.02(b) 1.13 or 13.04(b)13.04 or as a result of a Bank Default, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating theretoDrawings, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 2.04 to reflect the new RL Adjusted Percentages of the assignor and assignee LenderBank or of all Banks with Revolving Loan Commitments, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by an Issuing Lender a Letter of Credit Issuer of any Letter of Credit, such Issuing Lender Letter of Credit Issuer shall be deemed to have sold and transferred to each other RL Lender, and each such RL Lender (in its capacity under this Section 3.04each, a an “L/C Participant”) shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing LenderLetter of Credit Issuer, without recourse or warranty, an undivided interest and participation, to the extent of such L/C Participant’s RL Percentage, in such Letter of Credit, each substitute Letter of Credit, each drawing or payment made thereunder and the obligations of the Borrower under this Agreement with respect thereto, thereto (although Letter of Credit Fees shall be payable directly to the Administrative Agent for the account of the RL Lenders as provided in Section 3.01(b) and the L/C Participants shall have no right to receive any portion of any Facing Fees with respect to such Letters of Credit) and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or the RL Percentages of the RL Lenders pursuant to Section 2.13, 4.02(b) 1.13 or 13.04(b13.07(b), it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating with respect thereto, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 2.03 to reflect the new RL Percentages of the assignor assigning and assignee LenderLender or of all RL Lenders, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by an the Issuing Lender of any Letter of Credit, such the Issuing Lender shall be deemed to have sold and transferred to each RL Lender, and each such RL Lender (in its capacity under this Section 3.042.04, a “"Participant”") shall be deemed irrevocably and unconditionally to have purchased and received from such the Issuing Lender, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s 's RL Percentage, in such Letter of Credit, each drawing or payment made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or RL Percentages of the Lenders pursuant to Section 2.13, 4.02(b) 1.13 or 13.04(b), it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating thereto, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 2.04 to reflect the new RL Percentages of the assignor and assignee Lender, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by an Issuing Lender of any Letter of Credit, such Issuing Lender shall be deemed to have sold and transferred to each RL Lender, and each such RL Lender (in its capacity under this Section 3.04, a “Participant”) shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Lender, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s RL R/L Percentage, in such Letter of Credit, each drawing or payment made thereunder and the obligations of the Borrower Borrowers under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or RL R/L Percentages of the Lenders pursuant to Section 2.13, 4.02(b) 2.13 or 13.04(b), it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating thereto, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 to reflect the new RL R/L Percentages of the assignor and assignee Lender, as the case may be.

Letter of Credit Participations. (a) Immediately upon the ------------------------------- issuance by an Issuing Lender a Letter of Credit Issuer of any Letter of Credit, such Issuing Lender Letter of Credit Issuer shall be deemed to have sold and transferred to each other RL LenderBank, and each such RL Lender Bank (in its capacity under this Section 3.04each, a “"Participant”") shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing LenderLetter of Credit Issuer, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s 's RL Percentage, in such Letter of Credit, each substitute Letter of Credit, each drawing or payment made thereunder and the obligations of the Borrower under this Agreement with respect thereto, thereto (although Letter of Credit Fees shall be payable directly to the Administrative Agent for the account of the XX Xxxxx as provided in Section 3.01(b) and the Participants shall have no right to receive any portion of any Facing Fees with respect to such Letters of Credit) and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or the RL Percentages of the Lenders XX Xxxxx pursuant to Section 2.131.13, 4.02(b1.14(c) or 13.04(b), it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating with respect thereto, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 2.03 to reflect the new RL Percentages of the assignor assigning and assignee LenderBank or of all XX Xxxxx, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by an Issuing Lender of any Letter of Credit, such Issuing Lender shall be deemed to have sold and transferred trans­ferred to each RL Lender, and each such RL Lender (in its capacity under this Section 3.04, a “Participant”) shall be deemed irrevocably irrevo­cably and unconditionally to have purchased and received from such Issuing Lender, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s RL Percentage, in such Letter of Credit, each drawing or payment made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or RL Percentages of the Lenders pursuant to Section 2.13, 4.02(b) or 13.04(b), it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating thereto, there shall be an automatic auto­matic adjustment to the participations pursuant to this Section 3.04 to reflect the new RL Percentages of the assignor and assignee Lender, as the case may be.

Letter of Credit Participations. (a) (a) Immediately upon the issuance by an Issuing Lender of any Letter of Credit, such Issuing Lender shall be deemed to have sold and transferred to each RL Lender, and other than such Issuing Lender (each such RL Lender (Lender, in its capacity under this Section 3.04, a “Participant”) ), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Lender, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s RL Percentage, in such Letter of Credit, Credit and each drawing or payment made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or RL Percentages of the Lenders pursuant to Section 2.13, 4.02(b) 2.13 or 13.04(b)13.04, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating thereto, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 to reflect the new RL Percentages of the assignor and assignee LenderLender or of all Lenders, as the case may be.

Letter of Credit Participations. (a) Immediately upon the ------------------------------- issuance by an the Issuing Lender Bank of any Letter of Credit, such the Issuing Lender Bank shall be deemed to have sold and transferred to each other RL Lender, and Bank (each such other RL Lender (Bank, in its capacity under this Section 3.042.03, a “"Participant”) "), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such the Issuing LenderBank, without recourse or warranty, an undivided interest and participationparticipation (each a "Participation"), to the extent of such Participant’s 's RL Percentage, Percentage in such Letter of Credit, each substitute letter of credit, each drawing or payment made thereunder and the obligations of the Borrower Borrowers under this Agreement with respect thereto, and any security therefor or guaranty pertaining theretothereto (although Letter of Credit Fees will be paid directly to the Administrative Agent for the ratable account of the Participants as provided in Section 3.01(b) and the Participants shall have no right to receive any portion of any Facing Fees). Upon any change in the Revolving Loan Commitments or RL Percentages of the Lenders Banks pursuant to Section 2.13, 4.02(b) 12.04 or 13.04(b)otherwise, it is hereby agreed that, with respect to all outstanding Letters of Credit Credit, and Unpaid Drawings relating theretoDrawings, there shall be an automatic adjustment to the participations Participations pursuant to this Section 3.04 2.03 to reflect the new RL Percentages of the assignor and assignee Lender, as the case may beBank.

Letter of Credit Participations. (a) Immediately upon the issuance by an Issuing Lender a Letter of Credit Issuer of any Letter of Credit, such Issuing Lender Letter of Credit Issuer shall be deemed to have sold and transferred to each other RL LenderBank, and each such RL Lender Bank (in its capacity under this Section 3.04, each a “"Participant”") shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing LenderLetter of Credit Issuer, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s RL Bank's RL Percentage, in such Letter of Credit, each substitute letter of credit, each drawing or payment made thereunder and the obligations of the Borrower under this Agreement with respect thereto, thereto (although Letter of Credit Fees shall be payable directly to the Administrative Agent for the account of the XX Xxxxx as provided in Section 3.01(b) and the Participants shall have no right to receive any portion of any Facing Fees) and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or RL Percentages of the Lenders XX Xxxxx pursuant to Section 2.13, 4.02(b1.13 or 12.04(b) or 13.04(b)otherwise, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating theretoto Letters of Credit, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 2.04(a) to reflect the new RL Percentages of the assignor assigning and assignee Lender, as the case may beBanks.

Letter of Credit Participations. (a) Immediately upon the issuance by an Issuing Lender the Letter of Credit Issuer of any Letter of Credit, such Issuing Lender (and on the Restatement Effective Date with respect to any Existing Letter of Credit), the Letter of Credit Issuer shall be deemed to have sold and transferred to each RL Lenderother Bank, and each such RL Lender Bank (in its capacity under this Section 3.04, each a “"Participant”") shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing LenderLetter of Credit Issuer, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s RL Bank's Adjusted Percentage, in such Letter of Credit, each substitute letter of credit, each drawing or payment made thereunder and the obligations of the Borrower under this Agreement with respect thereto, thereto (although the Letter of Credit Fee shall be payable directly to the Agent for the account of the Banks as provided in Section 3.01(b) and the Participants shall have no right to receive any portion of any Facing Fees) and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or RL Adjusted Percentages of the Lenders Banks pursuant to Section 2.13, 4.02(b12.04(b) or 13.04(b)upon a Bank Default, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating theretoDrawings, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 2.05 to reflect the new RL Adjusted Percentages of the assignor assigning and assignee LenderBank or of all Banks, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by an any Issuing Lender Bank of any Letter of Credit, such Issuing Lender Bank shall be deemed to have sold and transferred to each RL Lender, and other Bank with a Revolving Loan Commitment (each such RL Lender (Bank, in its capacity under this Section 3.042.04, a “"Participant”) "), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing LenderBank, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s RL Percentage, 's Adjusted Percentage in such Letter of Credit, each drawing or payment made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or RL Adjusted Percentages of the Lenders Banks pursuant to Section 2.13, 4.02(b) 1.13 or 13.04(b)13.04 or as a result of a Bank Default, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating theretoDrawings, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 2.04 to reflect the new RL Adjusted Percentages of the assignor and assignee LenderBank or of all Banks, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by an Issuing Lender of any Letter of Credit, such Issuing Lender shall be deemed to have sold and transferred to each RL Lender, and each such RL Lender (in its capacity under this Section 3.04, a “Participant”) shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Lender, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s RL Percentage, in such Letter of Credit, each drawing or payment made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or RL Percentages of the Lenders pursuant to Section 2.13, 4.02(b) 2.15 or 13.04(b), it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating thereto, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 to reflect the new RL Percentages of the assignor and assignee Lender, as the case may be.

Letter of Credit Participations. (a) Immediately upon the ------------------------------- issuance by an the Issuing Lender of any Letter of Credit, such the Issuing Lender shall be deemed to have sold and transferred to each RL Lender, and Lender (each such RL Lender (Lender, in its capacity under this Section 3.042.04, a “"Participant”) "), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such the Issuing Lender, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s 's RL Percentage, in such Letter of Credit, each drawing or payment made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or RL Percentages of the Lenders pursuant to Section 2.131.13, 4.02(b) 1.15 or 13.04(b), it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating thereto, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 2.04 to reflect the new RL Percentages of the assignor and assignee Lender, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by an Issuing Lender a Letter of Credit Issuer of any Letter of Credit, such Issuing Lender Letter of Credit Issuer shall be deemed to have sold and transferred to each other RL Lender, and each such RL Lender (in its capacity under this Section 3.04each, a “"Participant”") shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing LenderLetter of Credit Issuer, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s 's RL Percentage, in such Letter of Credit, each substitute letter of credit, each drawing or payment made thereunder and the obligations of the Borrower under this Agreement with respect thereto, thereto (although Letter of Credit Fees shall be payable directly to the Administrative Agent for the account of the RL Lenders as provided in Section 3.01(b) and the Participants shall have no right to receive any portion of any Facing Fees) and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or RL Percentages of the RL Lenders pursuant to Section 2.131.13, 4.02(b3.03(b), 4.01(b) or 13.04(b)12.04(b) or otherwise, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating theretoDrawings, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 2.04 to reflect the new RL Percentages of the assignor assigning and assignee Lender, as the case may beLenders.

Letter of Credit Participations. (a) Immediately upon the issuance by an any Issuing Lender of any Letter of Credit, such Issuing Lender shall be deemed to have sold and transferred to each RL Lender with a Commitment, other than such Issuing Lender (each such Lender, and each such RL Lender (in its capacity under this Section 3.043.03, a “Participant”) ), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Lender, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s RL Percentage, in such Letter of Credit, each drawing or payment made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or RL Percentages of the Lenders pursuant to Section 2.13, 4.02(b) Sections 2.12 or 13.04(b)14.04, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating theretoDrawings, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 3.03 to reflect the new RL Percentages of the assignor and assignee LenderLender or of all Lenders with Commitments, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by an each Issuing Lender of any Letter of Credit, such Issuing Lender shall be deemed to have sold and transferred to each RL Lender, and other than such Issuing Lender (each such RL Lender (Lender, in its capacity under this Section 3.042.04, a “Participant”) ), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Lender, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s RL Percentage, in such Letter of Credit, each drawing or payment made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or RL Percentages of the Lenders pursuant to Section 2.13Sections 1.15, 4.02(b) 1.16 or 13.04(b)13.04, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating theretoDrawings, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 2.04 to reflect the new RL Percentages of the assignor and assignee LenderLenders and/or Additional Lenders, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by an Issuing Lender a Letter of Credit Issuer of any Letter of Credit, such Issuing Lender Letter of Credit Issuer shall be deemed to have sold and transferred to each other RL Lender, and each such RL Lender (in its capacity under this Section 3.04each, a “"Participant”") shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing LenderLetter of Credit Issuer, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s RL 's Percentage, in such Letter of Credit, each substitute Letter of Credit, each drawing or payment made thereunder and the obligations of the Borrower under this Agreement with respect thereto, thereto (although Letter of Credit Fees shall be payable directly to the Administrative Agent for the account of the RL Lenders as provided in Section 3.01(b) and the Participants shall have no right to receive any portion of any Facing Fees with respect to such Letters of Credit) and any security therefor therefore or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or RL Percentages of the RL Lenders pursuant to Section 2.13, 4.02(b) 1.13 or 13.04(b), it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating with respect thereto, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 2.03 to reflect the new RL Percentages of the assignor assigning and assignee Lender, as the case may be.

Letter of Credit Participations. (a) Immediately upon the ------------------------------- issuance by an any Issuing Lender of any Letter of Credit, such Issuing Lender shall be deemed to have sold and transferred to each RL Lender, and other than such Issuing Lender (each such RL Lender (Lender, in its capacity under this Section 3.042.04, a “"Participant”) "), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Lender, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s RL 's Percentage, in such Letter of Credit, Credit and each drawing or payment made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or RL Percentages of the Lenders pursuant to Section 2.13, 4.02(b) 1.13 or 13.04(b)13.04, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating with respect thereto, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 2.04 to reflect the new RL Percentages of the assignor and assignee LenderLender or of all Lenders, as the case may be.

Letter of Credit Participations. (a) i Immediately upon the issuance by an any Issuing Lender of any Letter of Credit, such Issuing Lender shall be deemed to have sold and transferred to each RL Lender, and other than such Issuing Lender (each such RL Lender (Lender, in its capacity under this Section 3.042.14(c), a “"Participant”) "), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Lender, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s RL 's Commitment Percentage, in such Letter of Credit, each drawing or payment made thereunder and the obligations of the Borrower under this Agreement with respect theretothereto (excluding the Facing Fee), and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or RL Commitment Percentages of the Lenders pursuant to Section 2.13, 4.02(b) or 13.04(b)hereto, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating theretoDrawings, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 2.14(c) to reflect the new RL Commitment Percentages of the assignor and assignee LenderLender or of all Lenders, as the case may be.